NEW YORK, Feb. 13, 2014 /PRNewswire/ -- Avon Products, Inc. (NYSE: AVP) today reported fourth-quarter and full-year 2013 results. "Looking back at 2013, we made progress addressing tough legacy issues, identifying and beginning to resolve operational challenges, and rebuilding our management team. Although the second half of the year was impacted by both execution and macro-economic factors, I'm pleased that we are making headway toward our financial goals and Avon's return to profitable growth," said Sheri McCoy, Chief Executive Officer, Avon Products, Inc. "While much work remains to be done, we continue to make progress toward building a better, simpler and more stable business."

Full-Year 2013 Results (compared with full-year 2012)

Total revenue of $10.0 billion decreased 6%, or 1% in constant dollars. Total units decreased 5% and price/mix increased 4%. Active Representatives² were down 2% while average order increased 1%.

Total Beauty sales declined 7%, or 2% in constant dollars. Fashion & Home sales declined 4%, or were up 1% in constant dollars.

Operating profit was $427 million and operating margin was 4.3%, down 70 basis points from 2012. Adjusted operating profit was $791 million, and Adjusted operating margin was 7.9%, up 130 basis points from 2012.

Full-year effective tax rate from continuing operations was 100.6%, compared with 78.2% in 2012. Full-year Adjusted effective tax rate was 30.3%, compared with 35.0% in 2012.

Full-year net loss from continuing operations was $1 million, or $0.01 per diluted share, compared with net income from continuing operations of $93 million, or $0.20 per diluted share, in 2012. Adjusted net income from continuing operations was $451 million, or $1.02 per share, compared with $373 million, or $0.84 per share, in 2012.

Cash flow from operations was $540 million for the twelve months ended December 31, 2013, $4 million lower than in the same period in 2012. Cash from operations was unfavorably impacted by the make-whole premiums of approximately $90 million paid in connection with the prepayment of the Company's private notes and 2014 notes, higher contribution to the U.K. pension plan, as well as higher payments for employee incentive compensation. Partially offsetting these unfavorable impacts was improved Adjusted operating profit. The overall net cash used in the twelve months ended December 31, 2013 was $102 million, compared with net cash used of $36 million for the same period in 2012. The increase is primarily due to the paydown of the Company's debt, which was partially offset by lower dividends paid.

Avon's net debt (total debt less cash) as of December 31, 2013 was $1.6 billion, down $376 million from December 31, 2012. For the twelve months ended December 31, 2013, the Company reduced the overall debt balance by $475 million.

Adjustments to Full-Year 2013 GAAP Results to Arrive at Adjusted Results

During 2013, the following items had a significant impact on the financial results:


    --  The Company recorded non-cash impairment charges within operating profit
        of $159 million pre-tax. This included a charge of $117 million pre-tax
        related to the Service Model Transformation ("SMT") project, as a result
        of the Company's decision to halt further roll-out of the SMT project
        beyond the pilot market of Canada in the fourth quarter. In addition,
        during the third quarter, the Company recorded a non-cash impairment
        charge of $42 million pre-tax, and a valuation allowance for deferred
        tax assets related to the China business of $9 million. These items had
        a negative impact of $0.28 per diluted share.
    --  The Company recorded a loss on extinguishment of debt in the first and
        second quarters of approximately $86 million pre-tax, or $0.12 per
        diluted share, associated with the prepayment of the $535 million
        outstanding principal of the Company's private notes and the $500
        million outstanding principal of the Company's 2014 notes, including
        make-whole premiums, and the repayment of $380 million of the
        outstanding term loan principal.
    --  The Company recorded an aggregate accrual related to the previously
        disclosed government Foreign Corrupt Practices Act ("FCPA")
        investigations of $89 million, or $0.20 per diluted share, within
        operating profit, of which $12 million was recorded in the second
        quarter. Based on the status of the Company's current settlement
        negotiations with the DOJ and the staff of the SEC, including the level
        of monetary penalties being discussed, an additional $77 million was
        recorded in the fourth quarter, and the Company estimates the aggregate
        amount of any potential settlements with the government could exceed
        this accrual by up to approximately $43 million. There can be no
        assurance that the Company's efforts to reach settlements with the
        government will be successful or, if they are, what the timing or terms
        of such settlements will be.
    --  The Company recorded costs to implement ("CTI") restructuring within
        operating profit of approximately $66 million pre-tax, or $0.09 per
        diluted share.
    --  As a result of the 32% devaluation of Venezuelan currency, during the
        first quarter, the Company recorded a one-time charge of $34 million in
        other expense, net, and $17 million in income taxes, primarily
        reflecting the write-down of monetary net assets and deferred tax
        benefits, respectively. In addition, as a result of using the U.S.
        historic dollar cost basis of non-monetary assets, such as inventory,
        full-year 2013 operating profit was negatively impacted by approximately
        $50 million. During the fourth quarter, the Company also recorded a
        valuation allowance for deferred tax assets related to Venezuela of $42
        million. These items had a negative impact of $0.32 per diluted share.

Fourth-Quarter 2013 (compared with fourth-quarter 2012)

For the fourth quarter of 2013, total revenue of $2.7 billion decreased 10%, or 4% in constant dollars. Total units decreased 10% and price/mix was up 6% during the quarter. Active Representatives were down 5% while average order increased 1%.

Beauty sales declined 11%, or 4% in constant dollars. Fashion & Home sales declined 8%, or 2% in constant dollars.

Fourth-quarter 2013 gross margin was 61.0%. Gross margin included a $5 million charge associated with highly inflationary accounting for the 32% devaluation of Venezuelan currency that occurred in the first quarter of 2013. Adjusted gross margin was 61.2%, 140 basis points higher than the prior-year quarter, primarily driven by the favorable net impact of mix and pricing, largely due to inflationary pricing in Latin America. This benefit was partially offset by unfavorable foreign exchange.

Operating loss was $17 million and operating margin was (0.6)% in the quarter. Operating loss was unfavorably impacted by a non-cash impairment charge related to the SMT project, an accrual related to the government FCPA investigations and CTI restructuring. Adjusted operating profit was $219 million and Adjusted operating margin was 8.2%, down 100 basis points from the fourth quarter of 2012. The decline in Adjusted operating margin was driven by the impact of the revenue decline with respect to fixed expenses. Higher transportation costs, bad debt expense and net brochure costs, primarily in Latin America, were also factors. Additionally, unfavorable foreign exchange negatively impacted Adjusted operating margin. These items were partially offset by the improvement in gross margin.

Fourth-quarter 2013's effective tax rate from continuing operations was (55.5)%, compared with 117.1% in the fourth quarter of 2012. The Adjusted effective tax rate was 21.6% in the fourth quarter of 2013, compared with 37.1% in the fourth quarter of 2012. The lower rate is due to the Company's geographic mix of earnings for the year and the lower cost to repatriate foreign earnings.

Fourth-quarter 2013's net loss from continuing operations was $68 million, or $0.16 per diluted share, compared with a net loss from continuing operations of $36 million, or $0.08 per diluted share, in the fourth quarter of 2012. Fourth-quarter 2013's Adjusted net income from continuing operations was $151 million, or $0.34 per diluted share, compared with $154 million, or $0.36 per diluted share, in the fourth quarter of 2012.

Adjustments to Fourth-Quarter GAAP Results to Arrive at Adjusted Results

During the fourth quarter of 2013, the following items had a significant impact on the financial results:



    --  The Company recorded a non-cash impairment charge within operating
        profit of $117 million pre-tax, or $0.17 per diluted share, related to
        the SMT project.
    --  The Company recorded an additional accrual related to the previously
        disclosed government FCPA investigations within operating profit of $77
        million, or $0.18 per diluted share. As a result, the aggregate accrual
        for these matters at December 31, 2013 was $89 million.
    --  The Company recorded CTI restructuring within operating profit of
        approximately $37 million pre-tax, or $0.05 per diluted share, comprised
        primarily of employee-related costs associated with the elimination of
        approximately 650 positions.
    --  As a result of the 32% devaluation of Venezuelan currency, and using the
        U.S. historic dollar cost basis of non-monetary assets, such as
        inventory, fourth-quarter 2013 operating profit was negatively impacted
        by approximately $5 million. In addition, the Company recorded a
        valuation allowance for deferred tax assets related to Venezuela of $42
        million. These items had a negative impact of $0.11 per diluted share.

Fourth-Quarter 2013 Regional Highlights (compared with fourth-quarter 2012)



    Latin America
    -------------


                                     $ in millions  Fourth-Quarter
                                                         2013         FY 2013
                                                   ---------------    -------

                                                                     % var. vs                 % var. vs

                                                                       4Q12                      FY12
                                                                       ----                      ----

    Total revenue                                          $1,236.3             (7)% $4,840.5             (3)%

    C$ revenue                                                                    4%                        6%

    Change in Active Representatives                                            (4)%                       -%

    Change in units sold                                                        (6)%                      (3)%

    Operating profit                                          107.7            (21)%    478.6               8%

    Adjusted operating profit                                 118.8            (17)%    536.6              16%

    Operating margin                                            8.7%      (150) bps       9.9%        100 bps

    Adjusted operating margin                                   9.6%      (120) bps      11.1%        180 bps

Fourth-Quarter 2013 Discussion

    --  Fourth-quarter constant-dollar revenue growth was primarily due to
        higher average order, which was partially offset by a decrease in Active
        Representatives. Higher average order benefited from pricing, including
        inflationary impacts, primarily in Argentina and Venezuela.
    --  Brazil revenue was down 3%, or up 6% in constant dollars, primarily due
        to higher average order, largely due to benefits from continued strength
        in Fashion & Home and pricing.
    --  Mexico revenue was down 15% in both reported and constant dollars,
        primarily driven by a decrease in Active Representatives and lower
        average order. The business was negatively impacted by executional
        challenges, coupled with the weaker economy.
    --  Venezuela revenue was down 12%, or up 29% in constant dollars, due to
        higher average order, partially offset by a decrease in Active
        Representatives. Average order benefited from the inflationary impact on
        pricing, which was partially offset by a decrease in units sold. The
        decline in Active Representatives was partially due to continued
        economic and political instability.
    --  The decline in Adjusted operating margin was primarily due to higher
        Representative and sales leader investments, net brochure costs and bad
        debt expense. In addition, foreign exchange unfavorably impacted
        Adjusted operating margin. These impacts were partially offset by higher
        gross margin, primarily due to the favorable net impact of mix and
        pricing.


    Europe, Middle East & Africa
    ----------------------------


                                       $ in millions  Fourth-Quarter
                                                           2013         FY 2013
                                                     ---------------    -------

                                                                       % var. vs                 % var. vs

                                                                         4Q12                      FY12
                                                                         ----                      ----

      Total revenue                                            $867.7            (4) % $2,898.4             (1)%

      C$ revenue                                                                  (2)%                        2%

      Change in Active Representatives                                            (1)%                        1%

      Change in units sold                                                        (7)%                       -%

      Operating profit                                          129.8             (1)%    406.7              30%

      Adjusted operating profit                                 135.0               3%    424.4              31%

      Operating margin                                           15.0%         50 bps      14.0%        330 bps

      Adjusted operating margin                                  15.6%        110 bps      14.6%        350 bps

Fourth-Quarter 2013 Discussion

    --  Fourth-quarter constant-dollar revenue decline was due to both lower
        average order and a decrease in Active Representatives. Units declined
        due to merchandising and reduced discounting in several markets.
    --  Russia revenue was down 7%, or 3% in constant dollars, due to a decrease
        in Active Representatives and lower average order.
    --  U.K. revenue was down 5% in both reported and constant dollars,
        primarily due to a decrease in Active Representatives.
    --  Turkey revenue was down 9%, or up 3% in constant dollars, primarily due
        to higher average order.
    --  South Africa revenue was down 12%, or up 2% in constant dollars,
        primarily due to an increase in Active Representatives, which was
        partially offset by lower average order.
    --  Adjusted operating margin increased primarily due to higher gross
        margin, which benefited from supply chain actions to reduce material and
        overhead costs.


    North America
    -------------


                                                      $ in millions    Fourth-Quarter
                                                                            2013                  FY 2013
                                                                      ---------------             -------

                                                                                                 % var. vs                             % var. vs

                                                                                                   4Q12                                  FY12
                                                                                                   ----                                  ----

      Total revenue                                                             $370.8                     (21)%             $1,458.2            (17)%

      C$ revenue                                                                                           (20)%                                 (16)%

      Change in Active Representatives                                                                     (17)%                                 (15)%

      Change in units sold                                                                                 (27)%                                 (17)%

      Operating loss                                                              (6.6)                       *                 (60.1)              *

      Adjusted operating loss                                                     (4.4)                       *                 (47.6)              *

      Operating margin                                                           (1.8)%               (190) bps                 (4.1)%      (380) bps

      Adjusted operating margin                                                  (1.2)%               (540) bps                 (3.3)%      (480) bps


    * Calculation not meaningful


    Note: In the second quarter of 2013, Silpada was classified within discontinued operations. Accordingly, the amounts for
     North America exclude the results of Silpada for all periods presented.

Fourth-Quarter 2013 Discussion

    --  Fourth-quarter constant-dollar revenue decline was due to a decrease in
        Active Representatives and lower average order. The business continues
        to be impacted by executional challenges.
    --  North America Beauty sales declined 25%, driven primarily by skincare
        and personal care, on both a reported and constant-dollar basis. Fashion
        & Home sales declined 16%, or 15% in constant dollars.
    --  The decline in Adjusted operating margin was primarily due to the impact
        of the revenue decline with respect to fixed expenses. In addition,
        increased transportation cost per unit as a result of lower volume also
        contributed to the operating margin decline. These items were partially
        offset by lower net brochure costs and bad debt expense, as well as
        benefits resulting from the Company's cost-savings initiatives.


    Asia Pacific
    ------------


                                          $ in millions  Fourth-Quarter
                                                              2013         FY 2013
                                                        ---------------    -------

                                                                          % var. vs               % var. vs

                                                                            4Q12                    FY12
                                                                            ----                    ----

      Total revenue                                               $192.4            (22)% $757.9            (16)%

      C$ revenue                                                                    (18)%                   (15)%

      Change in Active Representatives(1)                                           (19)%                   (10)%

      Change in units sold                                                          (18)%                   (16)%

      Operating profit(loss)                                         0.1               *   (12.1)              *

      Adjusted operating profit                                      4.0            (82)%   35.0            (48)%

      Operating margin                                               0.1%      (350) bps   (1.6)%      (220) bps

      Adjusted operating margin                                      2.1%      (670) bps     4.6%      (290) bps


    (1) Excludes China

    * Calculation not meaningful

Fourth-Quarter 2013 Discussion

    --  Fourth-quarter constant-dollar revenue decline was driven by the
        unfavorable results of China and a decrease in Active Representatives in
        the other Asia Pacific markets. The region's revenue was also negatively
        impacted by approximately one point as a result of the Company's
        decision to exit the South Korea and Vietnam markets.
    --  Revenue in the Philippines was down 9%, or 4% in constant dollars, which
        includes approximately two points due to the significant typhoon. The
        revenue decline was primarily due to a decrease in Active
        Representatives, partially offset by higher average order.
    --  Revenue in China was down 48%, or 50% in constant dollars, primarily due
        to declines in unit sales. Revenue was negatively impacted by a decline
        in the number of beauty boutiques as well as the Company's continued
        actions intended to reduce inventory levels held by beauty boutiques.
    --  The decline in Adjusted operating margin was primarily due to lower
        gross margin, as well as the impact of the revenue decline with respect
        to fixed expenses. The gross margin decline was primarily due to the
        unfavorable net impact of mix and pricing, higher obsolescence costs and
        the impact of lower unit volume. These were partially offset by benefits
        resulting from the Company's cost-savings initiatives.


    Global Expenses
    ---------------


                            $ in millions     Fourth-
                                           Quarter 2013    FY 2013
                                          -------------    -------

                                                          % var. vs               % var. vs

                                                            4Q12                    FY12
                                                            ----                    ----

      Total global expenses                        368.2              93%  824.3              17%

      Adjusted total global
       expenses                                    154.1            (11)%  595.8            (10)%

      Allocated to segments                       (120.0)            (6)% (438.4)            (8)%

      Adjusted net global
       expenses                                     34.1            (26)%  157.4            (16)%
      -------------------                           ----            ----   -----            ----

Fourth-Quarter 2013 Discussion


    --  Adjusted total global expenses decreased, primarily due to lower
        professional and related fees associated with the FCPA matters.

Avon will conduct a conference call at 9:00 A.M. today to discuss the quarterly and full-year results. The dial-in number for the call is (800) 843-2086 in the U.S. or (706) 643-1815 from non-U.S. locations (conference ID number: 33982530). The call will be webcast live at www.avoninvestor.com and can be accessed or downloaded from that site for a period of one year.


Avon, the company for women, is a leading global beauty company, with $10 billion in annual revenue. As one of the world's largest direct sellers, Avon is sold through more than 6 million active independent Avon Sales Representatives. Avon products are available in over 100 countries, and the product line includes color cosmetics, skincare, fragrance, fashion and home products, featuring such well-recognized brand names as Avon Color, ANEW, Skin-So-Soft, Advance Techniques, and mark. Learn more about Avon and its products at www.avoncompany.com.

Footnotes

(1 )"Adjusted" items refer to financial results presented in accordance with U.S. GAAP that have been adjusted to exclude certain costs as described below, under "Non-GAAP Financial Measures." We also refer to Adjusted financial measures as Constant $ items, which are Non-GAAP financial measures as described below under "Non-GAAP Financial Measures."

(2 )In the first quarter of 2013, we renamed our "Growth in Active Representatives" performance metric as "Change in Active Representatives." In addition, we revised the definition of this metric to exclude China. As previously disclosed, our business in China is predominantly retail, and as a result, we do not believe including China within the Change in Active Representatives calculation provides for a relevant indicator of underlying business trends. There were no changes to the underlying calculation other than the exclusion of China.

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. 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, income from continuing operations, earnings per share from continuing operations 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 Venezuela being designated as a highly inflationary economy and the subsequent devaluation of its currency in February 2013, a valuation allowance for deferred tax assets related to Venezuela and the benefit related to the release of a provision associated with the excess cost of acquiring U.S. dollars in Venezuela ("Venezuelan special items"), 3) the total $89 million accrual for the potential settlements related to the FCPA investigations ("FCPA accrual"), 4) the goodwill and intangible asset impairment charges and a valuation allowance for deferred tax assets related to the China business, as well as the capitalized software impairment charge related to the SMT project ("Asset impairment and other charges"), 5) costs and charges related to the extinguishment of debt ("Loss on extinguishment of debt") and 6) the additional provision for income taxes as we are no longer asserting that the undistributed earnings of foreign subsidiaries are indefinitely reinvested ("Special tax items"). The Company believes investors find the Non-GAAP information helpful in understanding the ongoing performance of operations separate from items that may have a disproportionate positive or negative impact on the Company's financial results in any particular period.

The Venezuelan special items include the impact on the Consolidated Statements of Income in 2013, caused by the devaluation 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 inventory and prepaid expenses. For non-monetary assets, the Venezuelan special items include the earnings impact caused by the difference between the historical cost of the assets at the previous official exchange rate of 4.30 and the revised official exchange rate of 6.30. The Venezuelan special items also include the impact on the Consolidated Statements of Income caused by a valuation allowance for deferred tax assets related to Venezuela recorded in the fourth quarter of 2013, as well as the release of a provision in the fourth quarter of 2012 associated with the excess cost of acquiring U.S. dollars in Venezuela at the regulated market rate as compared with the official exchange rate.

The Asset impairment and other charges include the impact on the Consolidated Statements of Income caused by the goodwill and intangible asset impairment charges and a valuation allowance for deferred tax assets related to the China business in the third quarter of 2013, and the goodwill impairment charge related to the China business in the third quarter of 2012. The Asset impairment and other charges also include the impact on the Consolidated Statements of Income caused by the capitalized software impairment charge related to the SMT project in the fourth quarter of 2013.

The Loss on extinguishment of debt includes the impact on the Consolidated Statements of Income in the first quarter of 2013, caused by the make-whole premium and the write-off of debt issuance costs associated with the prepayment of the Company's private notes, as well as the write-off of debt issuance costs associated with the early repayment of $380 million of the outstanding principal amount of the term loan agreement. The Loss on extinguishment of debt also includes the impact on the Consolidated Statements of Income in the second quarter of 2013, caused by the make-whole premium and the write-off of debt issuance costs and discounts, partially offset by a deferred gain associated with the January 2013 interest rate swap agreement termination, associated with the prepayment of the Company's 2014 notes.

The Special tax items include the impact on the Consolidated Statements of Income in 2012, caused by an additional provision for income taxes as we no longer asserted that the undistributed earnings of foreign subsidiaries are indefinitely reinvested. During the fourth quarter of 2012, we determined that the Company may repatriate offshore cash to meet certain domestic funding needs.

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.

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

Statements in this release 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," "plan," "believe," "may," "intend," "potential," "can," "could," "will" 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, multi-year restructuring programs and other initiatives and related actions), costs and cost savings, competitive advantages, impairments, the impact of currency devaluations and other laws and regulations, government investigations, internal investigations and compliance reviews, results of litigation, contingencies, taxes and tax rates, potential acquisitions or divestitures, 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 realize the projected benefits (in
        the amounts and time schedules we expect) from, our stabilization
        strategies, cost savings initiatives, multi-year restructuring programs
        and other initiatives, product mix and pricing strategies, enterprise
        resource planning, customer service initiatives, sales and operation
        planning process, outsourcing strategies, Internet platform and
        technology strategies, 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, multi-year
        restructuring programs, or 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 implement
        our sales Leadership program globally, 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, 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;
    --  the effect of economic factors, including inflation and fluctuations in
        interest rates and currency exchange rates, as well as the designation
        of Venezuela as a highly inflationary economy and the devaluation of its
        currency, foreign exchange restrictions, particularly currency
        restrictions in Venezuela and Argentina, and the potential effect of
        such factors on our business, results of operations and financial
        condition;
    --  any developments in or consequences of investigations and compliance
        reviews, and any litigation related thereto, including the ongoing
        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 consequences resulting from such
        investigations, reviews, related actions or litigation, including our
        ability to reach a settlement with the SEC and the DOJ with regard to
        the ongoing FCPA investigations or, if we are able to reach a
        settlement, the timing or terms of such settlement, or if we are unable
        to reach a settlement, the outcome of any subsequent litigation with the
        government which could have a material adverse effect;
    --  a general economic downturn, a recession globally or in one or more of
        our geographic regions, or sudden disruption in business conditions, and
        the ability of our broad-based geographic portfolio to withstand an
        economic downturn, recession, cost inflation, commodity cost pressures,
        economic or political instability, competitive or other market pressures
        or conditions;
    --  the effect of political, legal, tax and regulatory risks imposed on us
        in the U.S. and abroad, our operations or our Representatives, including
        foreign exchange or other restrictions, adoption, interpretation and
        enforcement of foreign laws, including in jurisdictions such as Brazil,
        Russia, Venezuela and Argentina, and any changes thereto, as well as
        reviews and investigations by government regulators that have occurred
        or may occur from time to time, including, for example, local regulatory
        scrutiny in China;
    --  the impact of changes in tax rates on the value of our deferred tax
        assets, and declining earnings, including the amount of any domestic
        source loss and the type, jurisdiction and timing of any foreign source
        income, on our ability to realize foreign tax credits in the U.S.;
    --  competitive uncertainties in our markets, including competition from
        companies in the cosmetics, fragrances, skincare and toiletries
        industry, some of which are larger than we are and have greater
        resources;
    --  the impact of the typically seasonal nature of our business, adverse
        effect of rising energy, commodity and raw material prices, changes in
        market trends, purchasing habits of our consumers and changes in
        consumer preferences, particularly given the global nature of our
        business and the conduct of our business in primarily one channel;
    --  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;
    --  the risk of product or ingredient shortages resulting from our
        concentration of sourcing in fewer suppliers;
    --  the impact of any significant restructuring charges or significant legal
        or regulatory settlements on our ability to comply with certain
        covenants in our debt instruments;
    --  any changes to our credit ratings and the impact of such changes on our
        financing costs, rates, terms, debt service obligations and access to
        lending sources;
    --  the impact of our indebtedness, our access to cash and financing, and
        our ability to secure financing or financing at attractive rates;
    --  the impact of possible pension funding obligations, increased pension
        expense and any changes in pension regulations or interpretations
        thereof on our cash flow and results of operations;
    --  our ability to successfully identify new business opportunities,
        strategic alliances and strategic alternatives and identify and analyze
        acquisition candidates, secure financing on favorable terms and
        negotiate and consummate acquisitions, as well as to successfully
        integrate or manage any acquired business;
    --  disruption in our supply chain or manufacturing and distribution
        operations;
    --  the quality, safety and efficacy of our products;
    --  the success of our research and development activities;
    --  our ability to protect our intellectual property rights; and
    --  the risk of an adverse outcome in any material pending and future
        litigations or with respect to the legal status of Representatives.

Additional information identifying such factors is contained in Item 1A of our 2012 Form 10-K, as updated by our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013, and other reports and documents we file with the SEC. We undertake no obligation to update any such forward-looking statements.


                                                                    AVON PRODUCTS, INC.

                                                             CONSOLIDATED STATEMENTS OF INCOME

                                                                        (Unaudited)

                                                           (In millions, except per share data)



                                                                  Three Months                  Percent           Twelve Months
                                                                      Ended                                         Ended              Percent

                                                                  December 31                   Change            December 31           Change
                                                                  -----------                   ------            -----------           ------

                                                                          2013                   2012                                    2013            2012
                                                                          ----                   ----                                    ----            ----



    Net sales                                                                         $2,625.2          $2,913.2                 (10)%         $9,764.4       $10,405.3   (6)%

    Other revenue                                                                         42.0              39.0                                  190.6           156.1
                                                                                          ----              ----                                  -----           -----

    Total revenue                                                                      2,667.2           2,952.2                 (10)%          9,955.0        10,561.4   (6)%


    Cost of sales                                                                      1,040.0           1,187.5                                3,772.5         4,103.1

    Selling, general and administrative expenses                                       1,644.4           1,551.9                                5,713.2         5,889.3

    Impairment of goodwill and intangible asset                                              -                 -                                   42.1            44.0
                                                                                           ---               ---                                   ----            ----

    Operating (loss) profit                                                              (17.2)            212.8                    *             427.2           525.0  (19)%
                                                                                         -----             -----                                  -----           -----


    Interest expense                                                                      29.8              27.5                                  120.6           104.3

    Loss on extinguishment of debt                                                           -                 -                                   86.0               -

    Interest income                                                                      (17.7)             (4.6)                                 (25.9)          (15.1)

    Other expense, net                                                                    14.3             (21.5)                                  83.9             7.1
                                                                                          ----             -----                                   ----             ---

    Total other expenses                                                                  26.4               1.4                                  264.6            96.3
                                                                                          ----               ---                                  -----            ----


    (Loss) income from continuing operations, before taxes                               (43.6)            211.4                    *             162.6           428.7  (62)%

    Income taxes                                                                         (24.1)           (247.6)                                (163.6)         (335.4)
                                                                                         -----            ------                                  -----          ------


    (Loss) income from continuing operations, net of tax                                 (67.7)            (36.2)                (87)%             (1.0)           93.3     *

    Loss from discontinued operations, net of tax                                            -            (124.9)                                 (50.9)         (131.5)
                                                                                           ---            ------                                  -----          ------


    Net loss                                                                             (67.7)           (161.1)                                 (51.9)          (38.2)

    Net income attributable to noncontrolling interests                                   (1.4)             (1.1)                                  (4.5)           (4.3)
                                                                                          ----              ----                                   ----            ----

    Net loss attributable to Avon                                                       $(69.1)          $(162.2)                  57%           $(56.4)         $(42.5) (33)%
                                                                                         =====            ======                                  =====          ======



    (Loss) earnings per share:(1)

    Basic

    Basic EPS from continuing operations                                                $(0.16)           $(0.08)               (100)%           $(0.01)          $0.20     *

    Basic EPS from discontinued operations                                   $               -            $(0.28)                                $(0.12)         $(0.30)

    Basic EPS attributable to Avon                                                      $(0.16)           $(0.37)                  57%           $(0.13)         $(0.10) (30)%
                                                                                         =====            ======                                  =====          ======


    Diluted

    Diluted EPS from continuing operations                                              $(0.16)           $(0.08)               (100)%           $(0.01)          $0.20     *

    Diluted EPS from discontinued operations                                 $               -            $(0.28)                                $(0.12)         $(0.30)

    Diluted EPS attributable to Avon                                                    $(0.16)           $(0.37)                  57%           $(0.13)         $(0.10) (30)%
                                                                                         =====            ======                                  =====          ======


    Weighted-average shares outstanding:

    Basic                                                                                433.6             432.1                                  433.4           431.9

    Diluted                                                                              433.6             432.1                                  433.4           432.5



    * Calculation not meaningful



      (1)   Under the
            two-
            class
            method,
            loss per
            share is
            calculated
            using net
            loss
            allocable
            to common
            shares,
            which is
            derived
            by
            reducing
            net loss
            by the
            loss
            allocable
            to
            participating
            securities.
            Net loss
            allocable
            to common
            shares
            used in
            the basic
            and
            diluted
            loss per
            share
            calculation
            were
                  ($68.5)
            and
                  ($159.2)
            for the
            three
            months
            ended
            December
            31, 2013
            and 2012,
            respectively.
            Net loss
            allocable
            to common
            shares
            used in
            the basic
            and
            diluted
            loss per
            share
            calculation
            were
                  ($55.9)
            and
                  ($42.2)
            for the
            twelve
            months
            ended
            December
            31, 2013
            and 2012,
            respectively.



                        AVON PRODUCTS, INC.

                    CONSOLIDATED BALANCE SHEETS

                            (Unaudited)

                           (In millions)


                          December                       December
                             31                            31

                              2013                       2012
                              ----                       ----


    Assets

    Current Assets

    Cash and
     cash
     equivalents                               $1,107.9           $1,206.9

    Accounts
     receivable,
     net                                          676.3              752.1

    Inventories                                 1,005.6            1,101.1

    Prepaid
     expenses and
     other                                        689.3              827.0

    Current assets
     of
     discontinued
     operations                                       -               41.8
                                                    ---               ----

    Total current
     assets                                     3,479.1            3,928.9
                                                -------            -------


    Property, plant
     and equipment,
     at cost                                    2,484.5            2,684.8

    Less
     accumulated
     depreciation                              (1,091.2)          (1,158.8)
                                                -------            -------

    Property, plant
     and equipment,
     net                                        1,393.3            1,526.0


    Goodwill                                      282.5              330.3

    Other
     intangible
     assets, net                                   33.5               40.6

    Other assets                                1,303.9            1,407.9

    Noncurrent
     assets of
     discontinued
     operations                                       -              148.8
                                                    ---              -----

    Total assets                               $6,492.3           $7,382.5
                                               ========           ========


    Liabilities and
     Shareholders'
     Equity

    Current
     Liabilities

    Debt
     maturing
     within one
     year                                        $188.0             $572.0

    Accounts
     payable                                      896.5              914.3

    Accrued
     compensation                                 271.2              264.7

    Other accrued
     liabilities                                  652.6              645.3

    Sales and taxes
     other than
     income                                       186.8              210.6

    Income taxes                                   45.4               73.6

    Current
     liabilities of
     discontinued
     operations                                       -               24.1
                                                    ---               ----

    Total current
     liabilities                                2,240.5            2,704.6
                                                -------            -------

    Long-term debt                              2,532.7            2,623.8

    Employee
     benefit plans                                398.0              637.6

    Long-term
     income taxes                                  53.3               52.0

    Other
     liabilities                                  140.3              131.1

    Noncurrent
     liabilities of
     discontinued
     operations                                       -                0.1
                                                    ---                ---

    Total
     liabilities                               $5,364.8           $6,149.2
                                               ========           ========


    Shareholders'
     Equity

    Common stock                                 $189.4             $188.3

    Additional
     paid-in-
     capital                                    2,175.6            2,119.6

    Retained
     earnings                                   4,196.7            4,357.8

    Accumulated
     other
     comprehensive
     loss                                        (870.4)            (876.7)

    Treasury stock,
     at cost                                   (4,581.2)          (4,571.9)
                                                -------            -------

    Total Avon
     shareholders'
     equity                                     1,110.1            1,217.1
                                                -------            -------

    Noncontrolling
     interests                                     17.4               16.2
                                                   ----               ----

    Total
     shareholders'
     equity                                    $1,127.5           $1,233.3
                                               ========           ========

    Total
     liabilities
     and
     shareholders'
     equity                                    $6,492.3           $7,382.5
                                               ========           ========




                                AVON PRODUCTS, INC.

                       CONSOLIDATED STATEMENTS OF CASH FLOWS

                                    (Unaudited)

                                   (In millions)


                               Twelve Months
                                   Ended

                                December 31
                                -----------

                                        2013                     2012
                                        ----                     ----


    Cash Flows from
     Operating
     Activities

    Net loss                                             $(51.9)        $(38.2)

    (Loss) income from
     discontinued
     operations, net
     of tax                                                50.9          131.5
                                                           ----          -----

    (Loss) income from
     continuing
     operations                                           $(1.0)         $93.3

    Adjustments to
     reconcile net
     loss to net cash
     provided by
     operating
     activities:

    Depreciation and
     amortization                                         224.6          212.5

    Provision for
     doubtful accounts                                    239.3          250.9

    Provision for
     obsolescence                                         117.1          118.8

    Share-based
     compensation                                          43.3           41.1

    Deferred income
     taxes                                               (128.6)          27.9

    Impairment of
     goodwill,
     intangible assets
     and SMT
     capitalized
     software                                             159.3           44.0

    Charge for
     Venezuelan
     monetary assets
     and liabilities                                       34.1              -

    Other                                                  54.5           35.3


    Changes in assets
     and liabilities:

    Accounts
     receivable                                          (235.3)        (240.9)

    Inventories                                           (78.5)         (85.0)

    Prepaid expenses
     and other                                             77.7           59.1

    Accounts payable
     and accrued
     liabilities                                          140.1           82.6

    Income and other
     taxes                                                  3.4          (23.3)

    Noncurrent assets
     and liabilities                                     (110.4)         (72.3)

    Net cash provided
     by operating
     activities of
     continuing
     operations                                           539.6          544.0
                                                          -----          -----


    Cash Flows from
     Investing
     Activities

    Capital
     expenditures                                        (197.3)        (228.5)

    Disposal of assets                                     37.8           15.4

    Proceeds from sale
     of investments                                        14.3            1.2

    Purchases of
     investments                                          (28.2)          (1.5)

    Net cash used by
     investing
     activities of
     continuing
     operations                                          (173.4)        (213.4)
                                                         ------         ------


    Cash Flows from
     Financing
     Activities

    Cash dividends                                       (106.8)        (329.3)

    Debt, net
     (maturities of
     three months or
     less)                                                 (1.2)        (710.5)

    Proceeds from debt                                  1,488.2          735.8

    Repayment of debt                                  (1,942.7)        (138.3)

    Interest rate swap
     termination                                           88.1           43.6

    Proceeds from
     exercise of stock
     options                                               19.4            8.6

    Excess tax benefit
     realized from
     share-based
     compensation                                          (3.5)          (2.4)

    Repurchase of
     common stock                                          (9.4)          (8.8)

    Net cash used by
     financing
     activities of
     continuing
     operations                                          (467.9)        (401.3)
                                                         ------         ------


    Net cash (used)
     provided by
     operating
     activities of
     discontinued
     operations                                            (4.0)          12.1

    Net cash provided
     (used) by
     investing
     activities of
     discontinued
     operations                                            84.8           (0.3)
                                                           ----           ----

    Net cash provided
     by discontinued
     operations                                            80.8           11.8


    Effect of exchange
     rate changes on
     cash and
     equivalents                                          (80.8)          23.4
                                                          -----           ----

    Net decrease in
     cash and
     equivalents                                         (101.7)         (35.5)

    Cash and
     equivalents at
     beginning of year
     (1)                                               $1,209.6       $1,245.1

    Cash and
     equivalents at
     end of period (2)                                 $1,107.9       $1,209.6


    (1)     Includes
            cash and
            cash
            equivalents
            of
            discontinued
            operations
            of $2.7
            and $6.9
            at
            January
            1, 2013
            and
            2012,
            respectively.

    (2)     Includes
            cash and
            cash
            equivalents
            of
            discontinued
            operations
            of $2.7
            at
            December
            31,
            2012.




                                                                                                                                                                                                                                                                                                           
                                                                                                                                      AVON PRODUCTS, INC.
                                                                                                                                                                                                                                                                                                           
                                                                                                                                     SUPPLEMENTAL SCHEDULE
                                                                                                                                                                                                                                                                                                           
                                                                                                                                          (Unaudited)
                                                                                                                                                                                                                                                                                                           
                                                                                                                                         (In millions)
                                                                                                                                                                                                                                                                                                           
                                                                                                                                                                                                                                                                                                           
                                                                                                                              THREE MONTHS ENDED DECEMBER 31, 2013
                                                                                                                              ------------------------------------
                                                                                                                                                                                                                                                                                                           
                                                                                                                                                                                                                                                                                                           
    REGIONAL RESULTS
                                                                                                                                                                                                                                       
                                                                                $ in Millions  Total Revenue US$                     C$                 Units Sold              Price/Mix
                                                                                                                                                                                    C$                  Active Reps (1)                Average Order C$
                                                                                               -----------------                       ---              ----------             ----------               --------------
                                                                                                                                                                                                                                                                            
                                                                                                                     % var. vs              % var. vs               % var. vs              % var. vs                       % var. vs                         % var. vs
                                                                                                                        4Q12                   4Q12                    4Q12                   4Q12                           4Q12                               4Q12
                                                                                                                        ----                   ----                    ----                   ----                           ----                               ----
                                                                                                                                                                                                                                                                                                                      
    Latin America                                                                                                       $1,236.3       (7)%                      4%                                (6)%                                              10%                              (4)%                         8%
                                                                                                                                                                                                                                                                                                                      
    Europe, Middle East & Africa                                                                                           867.7        (4)                     (2)                                 (7)                                               5                                (1)                        (1)
                                                                                                                                                                                                                                                                                                                      
    North America                                                                                                          370.8       (21)                    (20)                                (27)                                               7                               (17)                        (3)
                                                                                                                                                                                                                                                                                                           
    Asia Pacific (1)                                                                                       192.4             (22)                  (18)                               (18)                                          -                                  (19)                             1
                                                                                                                                                                                                                                                                                                                      
    Total from operations                                                                                                2,667.2       (10)                     (4)                                (10)                                               6                                (5)                         1
                                                                                                                                                                                                                                                                                                           
    Global and other                                                                                           -               -                     -                                  -                                           -                                    -                              -
                                                                                                                                                                                                                                                                                                                      
    Total                                                                                                               $2,667.2      (10)%                    (4)%                               (10)%                                               6%                              (5)%                         1%
                                                                                                                                                                                                                                                                                                           
                                                                                                                                                                                                                                                                                                           
                                                                                                                                                                                                                                                         
                                                                                                   2013 GAAP      % var. vs 4Q12            2013 GAAP                  2013
                                                                                                                                                                     Adjusted                     2012                           2013                                 2012
                                                                                                   Operating                                Operating               Operating               Adjusted                       Adjusted                           Adjusted
                                                                                                     Profit                                 Margin US$                Profit
                                                                                                     (Loss)                                                           (Loss)               Operating                       Operating                         Operating
                                                                                                      US$                                                            US$ (2)                Profit US$
                                                                                                                                                                                                 (2)                      Margin (2)                         Margin (2)
                                                                                                             ---                                                       ------              -----------                     ---------                         ---------
                                                                                                                                                                                                                                                                                                                      
    Latin America                                                                                                         $107.7      (21)%                    8.7%                             $118.8                                           $143.7                               9.6%                      10.8%
                                                                                                                                                                                                                                                                                                                      
    Europe, Middle East & Africa                                                                                           129.8        (1)                   15.0                               135.0                                            131.5                              15.6                       14.5
                                                                                                                                                                                                                                                                                                           
    North America                                                                                           (6.6)        *                        (1.8)                              (4.4)                                       19.7                                 (1.2)                           4.2
                                                                                                                                                                                                                                                                                                           
    Asia Pacific                                                                                             0.1         *                         0.1                                4.0                                        21.8                                  2.1                            8.8
                                                                                                                                                                                                                                                                                                                      
    Total from operations                                                                                                  231.0       (17)                    8.7                               253.4                                            316.7                               9.5                       10.7
                                                                                                                                                                                                                                                                                                           
    Global and other                                                                                      (248.2)        *                           -                              (34.1)                                      (46.3)                                   -                              -
                                                                                                                                                                                                                                                                                                           
    Total                                                                                                                 $(17.2)     *                      (0.6)%                             $219.3                                           $270.4                               8.2%                       9.2%
                                                                                                                                                                                                                                                                                                           
                                                                                                                                                                                                                                                                                                           
                                                                                                                                                                                                                                                                                                           
                                                                                                                                                                                                                                                                                                           
    CATEGORY SALES (US$)
                                                                                                                                                                                                                                       
                                                                                                                                                                                                                         Consolidated
                                                                                                                                                                                                                         ------------
                                                                                                                                                                                                                                                         
                                                                                                                                                                                                              US$                             C$
                                                                                                                                                                                                              ---
                                                                                                                                                                                                                                                                                                           
                                                                                                                                                                                                                                                         % var. vs    4Q12                 % var. vs 4Q12
                                                                                                                                                                                                                                                         -----------------                 --------------
                                                                                                                                                                               
    Beauty (color/fragrance/skincare/personal care)                                                                     $1,887.6                  (11)%                   (4)%
                                                                                                                                                                               
    Fashion (jewelry/watches/apparel/footwear/accessories/children's)                                                      441.1                   (11)                    (6)
                                                                                                                                                                               
    Home (gift & decorative products/housewares/entertainment & leisure/children's/nutrition)                              296.5                    (4)                     4
                                                                                                                           -----                   ---                    ---
                                                                                                                                                                                                                                                                            
    Net sales                                                                                                                                                                                 $2,625.2                           (10)%                                 (4)%
                                                                                                                                                                                                                                                                            
    Other revenue                                                                                                                                                                                 42.0                              8                                   11
                                                                                                                                                                                                  ----                            ---                                  ---
                                                                                                                                                                                                                                                                            
    Total revenue                                                                                                                                                                             $2,667.2                           (10)%                                 (4)%
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
      Beauty Category:
                                                                                                                                                                                                                                                                            
      Fragrance                                                                                                                                                                                                                   (7)%                                  -%
                                                                                                                                                                                                                                                                            
      Color                                                                                                                                                                                                                        (9)                                  (4)
                                                                                                                                                                                                                                                                            
      Skincare                                                                                                                                                                                                                    (15)                                  (9)
                                                                                                                                                                                                                                                                            
      Personal care                                                                                                                                                                                                               (12)                                  (7)
                                                                                                                                                                                                                                                                            
      Fashion & Home                                                                                                                                                                                                               (8)                                  (2)
                                                                                                                                                                                                                                                                                                           
                                                                                                                                                                                                                                                                                                           
                                                                                                                                                                                                                                                                            
    * Calculation not meaningful


    (1)       In the first quarter of 2013,
              we revised the definition of
              Active Representatives to
              exclude China. As previously
              disclosed, our business in
              China is predominantly
              retail, and as a result, we
              do not believe including
              China within the Change in
              Active Representatives
              calculation provides for a
              relevant indicator of
              underlying business trends.
              There were no changes to the
              underlying calculation other
              than the exclusion of China.


    (2)       For a further discussion on
              our Non-GAAP financial
              measures, please refer to our
              discussion of Non-GAAP
              financial measures in this
              release and reconciliations
              of our Non-GAAP financial
              measures to the related GAAP
              financial measure in the
              following supplemental
              schedules.




                                                                                                                                                                                                                                                                                                                               
                                                                                                                                                 AVON PRODUCTS, INC.
                                                                                                                                                                                                                                                                                                                               
                                                                                                                                                SUPPLEMENTAL SCHEDULE
                                                                                                                                                                                                                                                                                                                               
                                                                                                                                                     (Unaudited)
                                                                                                                                                                                                                                                                                                                               
                                                                                                                                                    (In millions)
                                                                                                                                                                                                                                                                                                                               
                                                                                                                                                                                                                                                                                                                               
                                                                                                                                        TWELVE MONTHS ENDED DECEMBER 31, 2013
                                                                                                                                        -------------------------------------
                                                                                                                                                                                                                                                                                                                               
                                                                                                                                                                                                                                                                                                                               
    REGIONAL RESULTS
                                                                                                                                                                                                                                       
                                                                                $ in Millions  Total Revenue US$                     C$                 Units sold              Price/Mix
                                                                                                                                                                                   C$                   Active Reps (1)                Average Order C$
                                                                                               -----------------                       ---              ----------             ----------               --------------
                                                                                                                                                                                                                                                                             
                                                                                                                     % var. vs              % var. vs               % var. vs               % var. vs                      % var. vs                          % var. vs
                                                                                                                        FY12                   FY12                    FY12                    FY12                          FY12                               FY12
                                                                                                                        ----                   ----                    ----                    ----                          ----                               ----
                                                                                                                                                                                                                                                                                                                                          
    Latin America                                                                                                       $4,840.5       (3)%                      6%                                (3)%                                               9%                                                   -%                         6%
                                                                                                                                                                                                                                                                                                                               
    Europe, Middle East & Africa                                                                         2,898.4              (1)                    2                                  -                                           2                                     1                                                 1
                                                                                                                                                                                                                                                                                                                                          
    North America                                                                                                        1,458.2       (17)                    (16)                                (17)                                               1                                                   (15)                        (1)
                                                                                                                                                                                                                                                                                                                                          
    Asia Pacific (1)                                                                                                       757.9       (16)                    (15)                                (16)                                               1                                                   (10)                        (5)
                                                                                                                                                                                                                                                                                                                                          
    Total from operations                                                                                                9,955.0        (6)                     (1)                                 (5)                                               4                                                    (2)                         1
                                                                                                                                                                                                                                                                                                                               
    Global and other                                                                                           -               -                     -                                  -                                           -                                     -                                                 -
                                                                                                                                                                                                                                                                                                                                          
    Total                                                                                                               $9,955.0       (6)%                    (1)%                                (5)%                                               4%                                                  (2)%                         1%
                                                                                                                                                                                                                                                                                                                               
                                                                                                                                                                                                                                                                                                                               
                                                                                                                                                                                                                                                         
                                                                                                   2013 GAAP      % var. vs FY12            2013 GAAP                  2013
                                                                                                                                                                     Adjusted                     2012                           2013                                  2012
                                                                                                   Operating                                Operating               Operating                Adjusted                      Adjusted                           Adjusted
                                                                                                     Profit                                 Margin US$                Profit
                                                                                                     (Loss)                                                           (Loss)                Operating                      Operating                          Operating
                                                                                                      US$                                                            US$ (2)                Profit US$
                                                                                                                                                                                                 (2)                      Margin (2)                         Margin (2)
                                                                                                             ---                                                       ------              -----------                     ---------                          ---------
                                                                                                                                                                                                                                                                                                                                          
    Latin America                                                                                                         $478.6         8%                    9.9%                             $536.6                                           $463.5                                                  11.1%                       9.3%
                                                                                                                                                                                                                                                                                                                                          
    Europe, Middle East & Africa                                                                                           406.7        30                    14.0                               424.4                                            324.6                                                  14.6                       11.1
                                                                                                                                                                                                                                                                                                                               
    North America                                                                                          (60.1)        *                        (4.1)                             (47.6)                                       25.8                                  (3.3)                                              1.5
                                                                                                                                                                                                                                                                                                                               
    Asia Pacific                                                                                           (12.1)        *                        (1.6)                              35.0                                        67.3                                   4.6                                               7.5
                                                                                                                                                                                                                                                                                                                                          
    Total from operations                                                                                                  813.1         7                     8.2                               948.4                                            881.2                                                   9.5                        8.3
                                                                                                                                                                                                                                                                                                                               
    Global and other                                                                                      (385.9)            (66)                    -                             (157.4)                                     (187.5)                                    -                                                 -
                                                                                                                                                                                                                                                                                                                                          
    Total                                                                                                                 $427.2      (19)%                    4.3%                             $791.0                                           $693.7                                                   7.9%                       6.6%
                                                                                                                                                                                                                                                                                                                               
                                                                                                                                                                                                                                                                                                                               
                                                                                                                                                                                                                                                                                                                               
                                                                                                                                                                                                                                                                                                                               
    CATEGORY SALES (US$)
                                                                                                                                                                                                                                       
                                                                                                                                                                                                                         Consolidated
                                                                                                                                                                                                                         ------------
                                                                                                                                                                                                                                                         
                                                                                                                                                                                                              US$                             C$
                                                                                                                                                                                                              ---
                                                                                                                                                                                                                                                                                                                               
                                                                                                                                                                                                                                                         % var. vs     FY12                                    % var. vs FY12
                                                                                                                                                                                                                                                         ------------------                                    --------------
                                                                                                                                                                               
    Beauty (color/fragrance/skincare/personal care)                                                                     $7,103.2                   (7)%                   (2)%
                                                                                                                                                                               
    Fashion (jewelry/watches/apparel/footwear/accessories/children's)                                                    1,623.5                    (7)                    (4)
                                                                                                                                                                               
    Home (gift & decorative products/housewares/entertainment & leisure/children's/nutrition)                            1,037.7                     3                      9
                                                                                                                         -------                   ---                    ---
                                                                                                                                                                                                                                                         
    Net sales                                                                                                                                                                    $9,764.4                           (6)%                            (1)%
                                                                                                                                                                                                                                                         
    Other revenue                                                                                                                                                                   190.6                            22                              24
                                                                                                                                                                                    -----                           ---                             ---
                                                                                                                                                                                                                                                         
    Total revenue                                                                                                                                                                $9,955.0                           (6)%                            (1)%
                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                         
      Beauty Category:
                                                                                                                                                                                                                                                         
      Fragrance                                                                                                                                                                                                     (4)%                              2%
                                                                                                                                                                                                                                                         
      Color                                                                                                                                                                                                          (6)                             (1)
                                                                                                                                                                                                                                                         
      Skincare                                                                                                                                                                                                      (12)                             (8)
                                                                                                                                                                                                                                                         
      Personal care                                                                                                                                                                                                  (7)                             (3)
                                                                                                                                                                                                                                                         
      Fashion & Home                                                                                                                                                                                                 (4)                              1
                                                                                                                                                                                                                                                                                                                               
                                                                                                                                                                                                                                                                                                                               
                                                                                                                                                                                                                                                         
    * Calculation not meaningful


    (1)       In the first quarter of 2013, we
              revised the definition of
              Active Representatives to
              exclude China. As previously
              disclosed, our business in
              China is predominantly retail,
              and as a result, we do not
              believe including China within
              the Change in Active
              Representatives calculation
              provides for a relevant
              indicator of underlying
              business trends. There were no
              changes to the underlying
              calculation other than the
              exclusion of China.


    (2)       For a further discussion on our
              Non-GAAP financial measures,
              please refer to our discussion
              of Non-GAAP financial measures
              in this release and
              reconciliations of our non-
              GAAP financial measures to the
              related GAAP financial measure
              in the following supplemental
              schedules.



                                                                                                                                                                      AVON PRODUCTS, INC.

                                                                                                                                                                     SUPPLEMENTAL SCHEDULE

                                                                                                                                                                  NON-GAAP FINANCIAL MEASURES

                                                                                                                                                                          (Unaudited)


    This supplemental schedule provides adjusted Non-GAAP financial information and a quantitative reconciliation of the difference between the Non-GAAP

    financial measure and the financial measure calculated and reported in accordance with GAAP.


                                                                        $ in Millions (except per share data)                            THREE MONTHS ENDED DECEMBER 31, 2013
                                                                                                                                         ------------------------------------

                                                                                                                                                                      CTI                                                                       Asset

                                                                                                                  Reported                                          restructuring                         Venezuelan                 FCPA                impairment
                                                                                                                                                                                                                                                    and                     Adjusted

                                                                                                                   (GAAP)                                           initiatives                          special
                                                                                                                                                                                                      items                 accrual             other charges                   (Non-GAAP)
                                                                                                                     -----                                          -----------                         --------                -------             -------------                   ---------


    Cost of sales                                                                                                                                        $1,040.0         $                       -                   $4.9         $          -         $                -                    $1,035.1

    Selling, general and administrative expenses                                                                                                           1,644.4                              37.4                      -                 77.0                      117.2                     1,412.8
                                                                                                                                                           -------                              ----                    ---                 ----                      -----                     -------

    Operating (loss) profit                                                                                                                                  (17.2)                             37.4                    4.9                 77.0                      117.2                       219.3

    (Loss) income from continuing operations, before taxes                                                                                                   (43.6)                             37.4                    4.9                 77.0                      117.2                       193.0

    Income taxes                                                                                                                                             (24.1)                            (16.2)                  41.8                    -                      (43.1)                      (41.6)
                                                                                                                                                             -----                             -----                   ----                  ---                      -----                       -----

    (Loss) income from continuing operations, net of tax                                                                                                   $(67.7)                            $21.2                  $46.7                $77.0                      $74.1                      $151.4


    Diluted EPS from continuing operations                                                                                                                 $(0.16)                            $0.05                  $0.11                $0.18                      $0.17                       $0.34


    Gross margin                                                                                                                                              61.0%                                -                    0.2                    -                          -                        61.2%

    SG&A as a % of revenues                                                                                                                                   61.7%                             (1.4)                     -                 (2.9)                      (4.4)                       53.0%

    Operating margin                                                                                                                                         (0.6)%                              1.4                    0.2                  2.9                        4.4                         8.2%

    Effective tax rate                                                                                                                                      (55.5)%                                                                                                                                21.6%



    SEGMENT OPERATING PROFIT (LOSS)
    ------------------------------

    Latin America                                                                                                                                          $107.7                              $6.2                   $4.9         $          -         $                -                      $118.8

    Europe, Middle East & Africa                                                                                                                             129.8                               5.2                      -                    -                          -                       135.0

    North America                                                                                                                                             (6.6)                              2.2                      -                    -                          -                        (4.4)

    Asia Pacific                                                                                                                                               0.1                               3.9                      -                    -                          -                         4.0

    Global and other                                                                                                                                        (248.2)                             19.9                      -                 77.0                      117.2                       (34.1)

    Total                                                                                                                                                  $(17.2)                            $37.4                   $4.9                $77.0                     $117.2                      $219.3


    SEGMENT OPERATING MARGIN
    ------------------------

    Latin America                                                                                                                                              8.7%                              0.5                    0.4                    -                          -                         9.6%

    Europe, Middle East & Africa                                                                                                                              15.0%                              0.6                      -                    -                          -                        15.6%

    North America                                                                                                                                            (1.8)%                              0.6                      -                    -                          -                       (1.2)%

    Asia Pacific                                                                                                                                               0.1%                              2.0                      -                    -                          -                         2.1%

    Global and other                                                                                                                                             -                                 -                      -                    -                          -                           -

    Total                                                                                                                                                    (0.6)%                              1.4                    0.2                  2.9                        4.4                         8.2%



    Amounts in the table above may not necessarily sum because the computations are made independently.



                                                                                                                                             AVON PRODUCTS, INC.

                                                                                                                                            SUPPLEMENTAL SCHEDULE

                                                                                                                                         NON-GAAP FINANCIAL MEASURES

                                                                                                                                                 (Unaudited)


    This supplemental schedule provides adjusted Non-GAAP financial information and a quantitative reconciliation of the difference between the Non-GAAP financial measure and the financial measure calculated and reported in accordance with
     GAAP.


                                                            $ in Millions (except per share data)               TWELVE MONTHS ENDED DECEMBER 31, 2013
                                                                                                                -------------------------------------

                                                                                                                                 CTI                                                                             Asset                             Loss on

                                                                                                     Reported                    restructuring                         Venezuelan                       FCPA               impairment
                                                                                                                                                                                                                  and                                extinguishment               Adjusted

                                                                                                      (GAAP)                     initiatives                         special                        accrual               other                              of debt                (Non-
                                                                                                                                                                items                                           charges                                                     GAAP)
                                                                                                        -----                   ---------                        --------                       -----              --------                             -------               ------


    Cost of sales                                                                                                     $3,772.5                          $(0.9)                        $44.6      $           -         $                          -         $            -                 $3,728.8

    Selling, general and administrative expenses                                                                       5,713.2                           66.8                           5.0               89.0                                117.2                      -                  5,435.2

    Impairment of goodwill and intangible asset                                                                           42.1                              -                             -                  -                                 42.1                      -                        -
                                                                                                                          ----                            ---                           ---                ---                                 ----                    ---                      ---

    Operating profit                                                                                                     427.2                           65.9                          49.6               89.0                                159.3                      -                    791.0

    Income from continuing operations, before taxes                                                                      162.6                           65.9                          83.7               89.0                                159.3                   86.0                    646.5

    Income taxes                                                                                                        (163.6)                         (24.5)                         58.4                  -                                (34.8)                 (31.6)                  (196.0)
                                                                                                                        ------                          -----                          ----                ---                                -----                  -----                   ------

    (Loss) income from continuing operations, net of tax                                                                 $(1.0)                         $41.4                        $142.1              $89.0                               $124.5                  $54.4                   $450.5


    Diluted EPS from continuing operations                                                                              $(0.01)                         $0.09                         $0.32              $0.20                                $0.28                  $0.12                    $1.02


    Gross margin                                                                                                          62.1%                             -                           0.4                  -                                    -                      -                     62.5%

    SG&A as a % of revenues                                                                                               57.4%                          (0.7)                         (0.1)              (0.9)                                (1.2)                     -                     54.6%

    Operating margin                                                                                                       4.3%                           0.7                           0.5                0.9                                  1.6                      -                      7.9%

    Effective tax rate                                                                                                   100.6%                                                                                                                                                                30.3%



    SEGMENT OPERATING PROFIT (LOSS)
    ------------------------------

    Latin America                                                                                                       $478.6                           $8.4                         $49.6      $           -         $                          -                                          $536.6

    Europe, Middle East & Africa                                                                                         406.7                           17.7                             -                  -                                    -                                           424.4

    North America                                                                                                        (60.1)                          12.5                             -                  -                                    -                                           (47.6)

    Asia Pacific                                                                                                         (12.1)                           5.0                             -                  -                                 42.1                                            35.0

    Global and other                                                                                                    (385.9)                          22.3                             -               89.0                                117.2                                          (157.4)

    Total                                                                                                               $427.2                          $65.9                         $49.6              $89.0                               $159.3                                          $791.0


    SEGMENT OPERATING MARGIN
    ------------------------

    Latin America                                                                                                          9.9%                           0.2                           1.0                  -                                    -                                            11.1%

    Europe, Middle East & Africa                                                                                          14.0%                           0.6                             -                  -                                    -                                            14.6%

    North America                                                                                                        (4.1)%                           0.9                             -                  -                                    -                                           (3.3)%

    Asia Pacific                                                                                                         (1.6)%                           0.7                             -                  -                                  5.6                                             4.6%

    Global and other                                                                                                         -                              -                             -                  -                                    -                                               -

    Total                                                                                                                  4.3%                           0.7                           0.5                0.9                                  1.6                                             7.9%



    Amounts in the table above may not necessarily sum because the computations are made independently.



                                                                                                              AVON PRODUCTS, INC.

                                                                                                             SUPPLEMENTAL SCHEDULE

                                                                                                          NON-GAAP FINANCIAL MEASURES

                                                                                                                  (Unaudited)


    This supplemental schedule provides adjusted Non-GAAP financial information and a quantitative reconciliation of the difference between the Non-GAAP financial measure and the financial
     measure calculated and reported in accordance with GAAP.


                                                                   $ in Millions (except per share data)   THREE MONTHS ENDED DECEMBER 31, 2012
                                                                                                           ------------------------------------

                                                                                                                                        CTI

                                                                                                            Reported                    restructuring                         Venezuelan                       Special            Adjusted

                                                                                                             (GAAP)                     initiatives                         special                        tax              (Non-
                                                                                                                                                                       items                        items              GAAP)
                                                                                                               -----                   ---------                        --------                       -----             ------


    Cost of sales                                                                                                            $1,187.5                           $1.3        $                    -      $           -                  $1,186.2

    Selling, general and administrative expenses                                                                              1,551.9                           56.2                             -                  -                   1,495.7
                                                                                                                              -------                           ----                           ---                ---                   -------

    Operating profit                                                                                                            212.8                           57.5                             -                  -                     270.3

    Income from continuing operations, before taxes                                                                             211.4                           57.5                         (23.8)                 -                     245.2

    Income taxes                                                                                                               (247.6)                         (19.8)                          8.1              168.3                     (91.1)
                                                                                                                               ------                          -----                           ---              -----                     -----

    (Loss) income from continuing operations, net of tax                                                                       $(36.2)                         $37.7                        $(15.7)            $168.3                    $154.1


    Diluted EPS from continuing operations                                                                                     $(0.08)                         $0.09                        $(0.03)             $0.39                     $0.36


    Gross margin                                                                                                                 59.8%                             -                                                                       59.8%

    SG&A as a % of revenues                                                                                                      52.6%                          (1.9)                                                                      50.7%

    Operating margin                                                                                                              7.2%                           1.9                                                                        9.2%

    Effective tax rate                                                                                                          117.1%                                                                                                     37.1%



    SEGMENT OPERATING PROFIT
    ------------------------

    Latin America                                                                                                              $136.0                           $7.7                                                                     $143.7

    Europe, Middle East & Africa                                                                                                131.4                            0.1                                                                      131.5

    North America                                                                                                                 0.7                           19.0                                                                       19.7

    Asia Pacific                                                                                                                  8.8                           13.0                                                                       21.8

    Global and other                                                                                                            (64.1)                          17.8                                                                      (46.3)

    Total                                                                                                                      $212.8                          $57.5                                                                     $270.3


    SEGMENT OPERATING MARGIN
    ------------------------

    Latin America                                                                                                                10.2%                           0.6                                                                       10.8%

    Europe, Middle East & Africa                                                                                                 14.5%                             -                                                                       14.5%

    North America                                                                                                                 0.1%                           4.0                                                                        4.2%

    Asia Pacific                                                                                                                  3.6%                           5.3                                                                        8.8%

    Global and other                                                                                                                -                              -                                                                          -

    Total                                                                                                                         7.2%                           1.9                                                                        9.2%



    Amounts in the table above may not necessarily sum because the computations are made independently.



                                                                                                                           AVON PRODUCTS, INC.

                                                                                                                          SUPPLEMENTAL SCHEDULE

                                                                                                                       NON-GAAP FINANCIAL MEASURES

                                                                                                                               (Unaudited)


    This supplemental schedule provides adjusted Non-GAAP financial information and a quantitative reconciliation of the difference between the Non-GAAP financial measure and the financial measure calculated and
     reported in accordance with GAAP.


                                                            $ in Millions (except per share data)                TWELVE MONTHS ENDED DECEMBER 31, 2012
                                                                                                                 -------------------------------------

                                                                                                                                 CTI                           Asset

                                                                                                     Reported                    restructuring                         impairment
                                                                                                                                                                  and                             Venezuelan                     Special             Adjusted

                                                                                                      (GAAP)                     initiatives                          other                            special                     tax              (Non-
                                                                                                                                                                charges                           items                     items              GAAP)
                                                                                                        -----                   ---------                        --------                          --------                    -----             ------


    Cost of sales                                                                                                     $4,103.1                           $4.5          $                       -       $                 -      $            -                $4,098.6

    Selling, general and administrative expenses                                                                       5,889.3                          120.1                                  -                         -                   -                 5,769.2

    Impairment of goodwill and intangible asset                                                                           44.0                              -                               44.0                         -                   -                       -
                                                                                                                          ----                            ---                               ----                       ---                 ---                     ---

    Operating profit                                                                                                     525.0                          124.7                               44.0                         -                   -                   693.7

    Income from continuing operations, before taxes                                                                      428.7                          124.7                               44.0                     (23.8)                  -                   573.6

    Income taxes                                                                                                        (335.4)                         (42.0)                                 -                       8.1               168.3                  (201.0)
                                                                                                                        ------                          -----                                ---                       ---               -----                  ------

    Income from continuing operations, net of tax                                                                        $93.3                          $82.7                              $44.0                    $(15.7)             $168.3                  $372.6


    Diluted EPS from continuing operations                                                                               $0.20                          $0.19                              $0.10                    $(0.04)              $0.39                   $0.84


    Gross margin                                                                                                          61.2%                             -                                  -                                                                  61.2%

    SG&A as a % of revenues                                                                                               55.8%                          (1.1)                                 -                                                                  54.6%

    Operating margin                                                                                                       5.0%                           1.2                                0.4                                                                   6.6%

    Effective tax rate                                                                                                    78.2%                                                                                                                                   35.0%



    SEGMENT OPERATING PROFIT (LOSS)
    ------------------------------

    Latin America                                                                                                       $443.9                          $19.6          $                       -                                                                $463.5

    Europe, Middle East & Africa                                                                                         312.8                           11.8                                  -                                                                 324.6

    North America                                                                                                         (4.7)                          30.5                                  -                                                                  25.8

    Asia Pacific                                                                                                           5.1                           18.2                               44.0                                                                  67.3

    Global and other                                                                                                    (232.1)                          44.6                                  -                                                                (187.5)

    Total                                                                                                               $525.0                         $124.7                              $44.0                                                                $693.7


    SEGMENT OPERATING MARGIN
    ------------------------

    Latin America                                                                                                          8.9%                           0.4                                  -                                                                   9.3%

    Europe, Middle East & Africa                                                                                          10.7%                           0.4                                  -                                                                  11.1%

    North America                                                                                                        (0.3)%                           1.7                                  -                                                                   1.5%

    Asia Pacific                                                                                                           0.6%                           2.0                                4.9                                                                   7.5%

    Global and other                                                                                                         -                              -                                  -                                                                     -

    Total                                                                                                                  5.0%                           1.2                                0.4                                                                   6.6%



    Amounts in the table above may not necessarily sum because the computations are made independently.

SOURCE Avon Products, Inc.