UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
_________________________
FORM 10-Q
_________________________
x
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2018
OR
¨
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from              to             
Commission file number 1-4881
_________________________
AVON PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
_________________________
New York
 
13-0544597
(State or other jurisdiction of
Incorporation or organization)
 
(I.R.S. Employer
Identification No.)
Building 6, Chiswick Park, London W4 5HR
United Kingdom
(Address of principal executive offices)
+44-1604-232425
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x    No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x     No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
  
Accelerated filer
¨
Non-accelerated filer
¨   (do not check if a smaller reporting company)
  
Smaller reporting company
¨
 
 
 
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   x
The number of shares of Common Stock (par value $0.25 ) outstanding at March 31, 2018 was 441,680,315 .
 




TABLE OF CONTENTS
 
 
 
Page
Numbers
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
7  - 27
 
 
 
Item 2.
28  - 41
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
Item 1.
 
 
 
Item 2.
 
 
 
Item 6.
 
 
 
 

2



PART I. FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS

AVON PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 
Three Months Ended
(In millions, except per share data)
March 31, 2018
 
March 31, 2017
Net sales
$
1,309.6

 
$
1,298.1

Other revenue
83.9

 
35.0

Total revenue
1,393.5

 
1,333.1

Costs, expenses and other:
 
 
 
Cost of sales
579.7

 
517.1

Selling, general and administrative expenses
768.9

 
786.2

Operating profit
44.9

 
29.8

Interest expense
36.2

 
35.1

Interest income
(4.2
)
 
(4.7
)
Other expense, net
2.5

 
6.1

Total other expenses
34.5

 
36.5

Income (loss), before income taxes
10.4

 
(6.7
)
Income taxes
(31.5
)
 
(29.8
)
Net loss
(21.1
)
 
(36.5
)
Net loss attributable to noncontrolling interests
0.8

 

Net loss attributable to Avon
$
(20.3
)
 
$
(36.5
)
Loss per share:
 
 
 
Basic attributable to Avon
$
(0.06
)
 
$
(0.10
)
Diluted attributable to Avon
(0.06
)
 
(0.10
)
The accompanying notes are an integral part of these statements.


3



AVON PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 
Three Months Ended
(In millions)
March 31, 2018
 
March 31, 2017
Net loss
$
(21.1
)
 
$
(36.5
)
Other comprehensive income:
 
 
 
Foreign currency translation adjustments
32.7

 
62.0

Adjustments of and amortization of net actuarial loss and prior service cost, net of taxes of $0.2 and $0.0
2.9

 
3.1

Other comprehensive income related to New Avon investment, net of taxes of $0.0 and $0.0

 
1.1

Total other comprehensive income, net of income taxes
35.6

 
66.2

Comprehensive income
14.5

 
29.7

Less: comprehensive (loss) income attributable to noncontrolling interests
(0.6
)
 
0.1

Comprehensive income attributable to Avon
$
15.1

 
$
29.6

The accompanying notes are an integral part of these statements.


4



AVON PRODUCTS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions)
March 31,
2018
 
December 31,
2017
Assets
 
 
 
Current Assets
 
 
 
Cash and cash equivalents
$
772.5

 
$
881.5

Accounts receivable, net
429.0

 
457.2

Inventories
697.0

 
598.2

Prepaid expenses and other
251.0

 
296.4

Total current assets
2,149.5

 
2,233.3

Property, plant and equipment, at cost
1,514.8

 
1,481.9

Less accumulated depreciation
(812.1
)
 
(779.2
)
Property, plant and equipment, net
702.7

 
702.7

Goodwill
100.9

 
95.7

Other assets
687.3

 
666.2

Total assets
$
3,640.4

 
$
3,697.9

Liabilities, Series C Convertible Preferred Stock and Shareholders’ Deficit
 
 
 
Current Liabilities
 
 
 
Debt maturing within one year
$
270.8

 
$
25.7

Accounts payable
803.0

 
832.2

Accrued compensation
121.4

 
130.3

Other accrued liabilities
401.1

 
405.6

Sales taxes and taxes other than income
146.3

 
153.0

Income taxes
8.2

 
12.8

Total current liabilities
1,750.8

 
1,559.6

Long-term debt
1,629.6

 
1,872.2

Employee benefit plans
151.4

 
150.6

Long-term income taxes
96.6

 
84.9

Long-term sales taxes and taxes other than income
204.6

 
193.1

Other liabilities
80.2

 
84.4

Total liabilities
3,913.2

 
3,944.8

 
 
 
 
Commitments and contingencies (Note 7)


 


Series C convertible preferred stock
473.8

 
467.8

 
 
 
 
Shareholders’ Deficit
 
 
 
Common stock
190.3

 
189.7

Additional paid-in capital
2,293.7

 
2,291.2

Retained earnings
2,252.5

 
2,320.3

Accumulated other comprehensive loss
(891.0
)
 
(926.2
)
Treasury stock, at cost
(4,601.8
)
 
(4,600.0
)
Total Avon shareholders’ deficit
(756.3
)
 
(725.0
)
Noncontrolling interests
9.7

 
10.3

Total shareholders’ deficit
(746.6
)
 
(714.7
)
Total liabilities, series C convertible preferred stock and shareholders’ deficit
$
3,640.4

 
$
3,697.9

The accompanying notes are an integral part of these statements.

5



AVON PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Three Months Ended
(In millions)
March 31, 2018
 
March 31, 2017
Cash Flows from Operating Activities
 
 
 
Net loss
$
(21.1
)
 
$
(36.5
)
Adjustments to reconcile net loss to net cash used by operating activities:
 
 
 
Depreciation
20.8

 
20.5

Amortization
7.1

 
7.1

Provision for doubtful accounts
43.1

 
60.8

Provision for obsolescence
9.7

 
10.2

Share-based compensation
3.8

 
9.7

Foreign exchange losses (gains)
4.6

 
(0.9
)
Deferred income taxes
1.8

 
12.3

Other
3.2

 
6.0

Changes in assets and liabilities:
 
 
 
Accounts receivable
(4.4
)
 
(42.3
)
Inventories
(58.4
)
 
(23.5
)
Prepaid expenses and other
0.1

 
10.0

Accounts payable and accrued liabilities
(106.3
)
 
(107.3
)
Income and other taxes
(0.9
)
 
1.7

Noncurrent assets and liabilities
0.6

 
(8.0
)
Net cash used by operating activities of continuing operations
(96.3
)
 
(80.2
)
Cash Flows from Investing Activities
 
 
 
Capital expenditures
(27.8
)
 
(23.9
)
Disposal of assets
0.8

 
1.6

Net cash used by investing activities of continuing operations
(27.0
)
 
(22.3
)
Cash Flows from Financing Activities
 
 
 
Debt, net (maturities of three months or less)
3.6

 
1.9

Repayment of debt
(0.5
)
 
(1.0
)
Repurchase of common stock
(2.7
)
 
(6.2
)
Net cash provided (used) by financing activities of continuing operations
0.4

 
(5.3
)
Cash Flows from Discontinued Operations
 
 
 
Net cash used by operating activities of discontinued operations

 
(3.5
)
Net cash used by discontinued operations

 
(3.5
)
Effect of exchange rate changes on cash and cash equivalents
13.9

 
16.9

Net decrease in cash and cash equivalents
(109.0
)
 
(94.4
)
Cash and cash equivalents at beginning of year
881.5

 
654.4

Cash and cash equivalents at end of period
$
772.5

 
$
560.0

 
The accompanying notes are an integral part of these statements.



6



AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)

1. ACCOUNTING POLICIES
Basis of Presentation
We prepare our unaudited interim Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States ("GAAP"). We consistently applied the accounting policies described in our 2017 Annual Report on Form 10-K (" 2017 Form 10-K") in preparing these unaudited interim Consolidated Financial Statements, other than those impacted by new accounting standards as described below. In our opinion, the unaudited interim Consolidated Financial Statements reflect all adjustments of a normal recurring nature that are necessary for a fair statement of the results for the interim periods presented. Results for interim periods are not necessarily indicative of results for a full year. You should read these unaudited interim Consolidated Financial Statements in conjunction with our Consolidated Financial Statements contained in our 2017 Form 10-K. When used in this report, the terms "Avon," "Company," "we" or "us" mean Avon Products, Inc.
For interim Consolidated Financial Statements purposes, we generally provide for accruals under our various employee benefit plans for each quarter based on one quarter of the estimated annual expense, and adjust these accruals as estimates are refined. In addition, our income tax provision is determined using an estimate of our consolidated annual effective tax rate, adjusted in the current period for discrete income tax items including:
the effects of significant, unusual or extraordinary pretax and income tax items, if any;
withholding taxes recognized associated with cash repatriations; and
the impact of loss-making subsidiaries for which we cannot recognize an income tax benefit and subsidiaries for which an effective tax rate cannot be reliably estimated.
Revenue
Nature of goods and services
We are a global manufacturer and marketer of beauty and related products. Our product categories are Beauty and Fashion & Home. Beauty consists of skincare, fragrance and color (cosmetics). Fashion & Home consists of fashion jewelry, watches, apparel, footwear, accessories, gift and decorative products, housewares, entertainment and leisure products, children’s products and nutritional products.
Our business is conducted primarily in one channel, direct selling. Our reportable segments are based on geographic operations in four regions: Europe, Middle East & Africa; South Latin America; North Latin America; and Asia Pacific. We primarily sell our products to the ultimate consumer through the direct selling channel principally through Representatives, who are independent contractors and not our employees.
Revenue recognition
Revenue is recognized when control of a product or service is transferred to a customer, which is generally the Representative. Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties, such as Value Added Taxes (“VAT”) collected for taxing authorities.
Principal revenue streams and significant judgments
Our principal revenue streams can be distinguished into: i) the sale of Beauty and Fashion & Home products to Representatives (recorded in net sales); ii) Representative fees, primarily for the sale of brochures to Representatives and fulfillment activities related to the contract, which include fees for shipping and handling (recorded in other revenue); and iii) other, which includes the sale of products to New Avon and royalties from the licensing of our name and products (recorded in other revenue).
Sale of Beauty and Fashion & Home products to Representatives
We generate the majority of our revenue through the sale of Beauty and Fashion & Home products. A Representative contacts her customers directly, selling primarily through our brochure, which highlights new products and special promotions (or incentives) for each sales campaign. In this sense, the Representative, together with the brochure, are the "store" through which our products are sold. A brochure introducing a new sales campaign is typically generated every three to four weeks. A purchase order is processed and the products are picked at a distribution center and delivered to the Representative usually through a combination of local and national delivery companies. Generally, the Representative then delivers the merchandise

7



AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)


and collects payment from the customer for her or his own account. A Representative generally receives a refund of the price the Representative paid for a product if the Representative chooses to return it.
A Representative Agreement, which outlines the basic terms of the agreement between Avon and the Representative, combined with a purchase order, constitutes a contract for the purposes of Accounting Standards Codification Topic ("ASC 606"), Revenue from Contracts with Customers .
We account for individual products and services separately in the contract if they are distinct (i.e., if a product or service is separately identifiable from the other items in the contract and if a Representative can benefit from the product or service on its own or with other resources that are readily available). This revenue is recognized at a point in time, when control of a product is transferred to a Representative. In addition, we offer incentives to Representatives to support sales growth. These sales incentives are distinct promises to a Representative, and therefore are a separate performance obligation. As a result, revenue is allocated to the performance obligation for sales incentives and is deferred on the balance sheet until the associated performance obligations are satisfied.
Typically included within a contract is variable consideration, such as sales returns and late payment fees. Revenue is only recorded to the extent it is probable that it will not be reversed, and therefore revenue is adjusted for variable consideration. Variable consideration is generally estimated using the expected value method, which considers possible outcomes weighted by their probability. Specifically for sales returns, a refund liability will be recorded for the estimated cash to be refunded for the products expected to be returned, and a returns asset will be recorded for the products which we expect to be returned and re-sold, each of these based on historical experience. Sales returns are estimated and updated at the end of each month. The measurement of the returns asset and the refund liability is updated at the end of each month for changes in expectations regarding the amount of salvageable returns, reconditioning costs and any additional decreases in the value of the returned products. Late payment fees are recorded when the uncertainty associated with collecting such fees are resolved (i.e., when collected).
The Representative generally receives a credit period of one sales campaign if they meet certain criteria, however the specific credit terms are outlined in the Representative Agreement. Generally, the Representative remits payment during each sales campaign, which relates to the prior campaign cycle. The Representative is generally precluded from submitting an order for the current sales campaign until the accounts receivable balance past due for prior campaigns is paid; however, there are circumstances where the Representative fails to make the required payment.
Our contracts with Representatives often include multiple promises to transfer products and/or services to the Representative, and determining which of these products and/or services are considered distinct performance obligations that should be accounted for separately may require significant judgment. In addition, in assessing the recognition of revenue for the following performance obligations, management has exercised significant judgment in the following areas: estimation of variable consideration and the stand-alone selling prices ("SSP") of promised goods or services in order to determine and allocate the transaction price.
Performance obligation - Avon products
The Representative purchases Avon products through a purchase order. We recognize revenue for Avon Products in net sales in our Consolidated Statements of Operations when the Representative obtains control of the products, which occurs upon delivery of the product to the Representative. Transaction price is the amount we expect to receive in exchange for those products adjusted for variable consideration as discussed above and the estimated SSP of other performance obligations as discussed below.
Performance obligation - Sales incentives
Types of sales incentives include status programs, loyalty points, prospective discounts, and gift with purchase, among others. A Representative is eligible for certain status programs if specified sales levels are met. Status programs offer additional benefits such as free or discounted products and services. Loyalty points offer the option to redeem for additional Avon or other products or services. Prospective discounts are offered in some countries when certain sales levels are reached in a given time period. The revenue attributable to the prospective discount performance obligation is for the option to purchase additional product at a discounted amount.
Certain benefits within status programs, loyalty points, prospective discounts and certain other sales incentives constitute a material right and, therefore, a distinct performance obligation in the contract with the Representative. Transaction price is allocated to the material right (performance obligation) based on estimated SSP and is deferred on the balance sheet until the associated performance obligations are satisfied. The cost of sales incentives is presented in inventories in our Consolidated Balance Sheets. We recognize revenue allocated to the material right in net sales in our Consolidated Statements of Operations at the point in time that the Representative receives the benefits of the material right or obtains

8



AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)


control of the products, which occurs upon delivery to the Representative or upon expiration of the material right. For sales incentives that are delivered with the associated products order (such as gift with purchase), no deferral is required.
SSP represents the estimated market value, or the estimated amount that could be charged for that material right when the entity sells it separately in similar circumstances to similar customers. Judgment is required to determine the SSP for each distinct performance obligation. In instances where SSP is not directly observable, such as when we do not sell the product or service separately, including for certain sales incentives, we determine the SSP using information that may include market prices and other observable inputs.
Representative fees, primarily for the sale of brochures to Representatives and fulfillment activities related to the contract ("Representative fees")
The purchase order in the contract with the Representative explicitly identifies activities that we will perform. This includes fees that we charge Representatives, primarily for the sale of brochures to Representatives and fulfillment activities, and also includes late payment fees (discussed above). Brochures represent promotional materials that are given directly by the Representatives to their customers as a marketing activity. Under ASC 606, brochures that are sold by Avon to Representatives through purchase orders represent separate performance obligations in the contract as these are promises made between Avon and the Representative. Although the brochures are used similar to marketing incentives, the Representative generally orders and pays for the brochures, and we allocate consideration for purposes of revenue recognition. The revenue associated with brochures that are sold to Representatives is recognized in other revenue and the related cost is recognized in cost of sales in our Consolidated Statements of Operations. We recognize revenue when the Representative obtains control of the brochures, which occurs upon delivery to the Representative. When brochures are given away for free to Representatives as promotional items, the cost is recognized in selling, general and administrative expenses in our Consolidated Statements of Operations.
We often charge the Representative for shipping and handling (including order processing) and payment processing activities on the invoice, and such activities are considered to be fulfillment costs. The consideration received represents part of the transaction price in the contract that is allocated to the performance obligations in the contract. We recognize revenue for fulfillment activities in other revenue in our Consolidated Statements of Operations when the Representative obtains control of the associated products, which occurs upon delivery of the products to the Representative. The cost of these activities is recognized in selling, general and administrative expenses in our Consolidated Statements of Operations.
Other revenue
We also recognize revenue from the sale of products to New Avon LLC ("New Avon"), as part of a manufacturing and supply agreement, since the separation of the Company's North America business into New Avon on March 1, 2016, and royalties from the licensing of our name and products, in other revenue in our Consolidated Statements of Operations.

9



AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)


Disaggregation of revenue
In the following table, revenue is disaggregated by product or service type. All revenue is recognized at a point in time, when control of a product is transferred to a customer:
 
 
Three months ended March 31, 2018
 
 
Reportable segments
 
 
 
 
 
 
Europe, Middle East & Africa
 
South Latin America
 
North Latin America
 
Asia Pacific
 
Total reportable segments
 
Other operating segments and business activities
 
Total
Beauty:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Skincare
 
$
169.2

 
$
141.8

 
$
46.7

 
$
31.4

 
$
389.1

 
$
4.7

 
$
393.8

Fragrance
 
163.2

 
118.6

 
53.6

 
18.6

 
354.0

 
2.2

 
356.2

Color
 
120.8

 
80.9

 
20.9

 
13.1

 
235.7

 
3.3

 
239.0

Total Beauty
 
453.2

 
341.3


121.2


63.1


978.8


10.2

 
989.0

Fashion & Home:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fashion
 
79.8

 
46.5

 
22.6

 
39.7

 
188.6

 
1.9

 
190.5

Home
 
9.3

 
71.9

 
41.2

 
7.0

 
129.4

 
.7

 
130.1

Total Fashion & Home
 
89.1

 
118.4


63.8


46.7


318.0


2.6

 
320.6

Net sales
 
542.3

 
459.7


185.0


109.8


1,296.8


12.8

 
1,309.6

Representative fees
 
25.9

 
36.4

 
10.6

 
1.6

 
74.5

 
1.4

 
75.9

Other
 
.2

 
1.0

 

 

 
1.2

 
6.8

 
8.0

Other revenue
 
26.1

 
37.4

 
10.6

 
1.6

 
75.7

 
8.2

 
83.9

Total revenue
 
$
568.4

 
$
497.1


$
195.6


$
111.4


$
1,372.5


$
21.0

 
$
1,393.5

Contract balances
The timing of revenue recognition generally is different from the timing of a promise made to a Representative. As a result, we have contract liabilities, which primarily relate to the advance consideration received from Representatives prior to transfer of the related good or service for material rights, such as loyalty points and status programs, and are primarily classified within other accrued liabilities (with the long-term portion in other liabilities) in our Consolidated Balance Sheets.
Generally we record accounts receivable when we invoice a Representative. In addition, we record an estimate of an allowance for doubtful accounts on receivable balances based on an analysis of historical data and current circumstances, including seasonality and changing trends. The allowance for doubtful accounts is reviewed for adequacy, at a minimum, on a quarterly basis. We generally have no detailed information concerning, or any communication with, any ultimate consumer of our products beyond the Representative. We have no legal recourse against the ultimate consumer for the collection of any accounts receivable balances due from the Representative to us. If the financial condition of the Representatives were to deteriorate, resulting in their inability to make payments, additional allowances may be required.
The following table provides information about receivables and contract liabilities from contracts with customers at March 31, 2018:
 
 
March 31, 2018
Accounts receivable, net of allowances of $127.9
 
$
429.0

Contract liabilities
 
75.5

At January 1, 2018 and March 31, 2018 we had a contract liability of $91.8 and $75.5 , respectively, relating to certain material rights (loyalty points, status program and prospective discounts). During the three months ended March 31, 2018, we recognized $66.0 of revenue related to the contract liability balance at January 1, 2018, as the result of performance obligations satisfied. In addition, we deferred an additional $47.9 related to certain material rights granted during the quarter, for which the performance obligations are not yet satisfied. Of the amount deferred during the period, substantially all will be recognized within a year, with the significant majority to be captured within a quarter; therefore, the contract liability at March 31, 2018 will primarily be recognized in the remainder of 2018.

10



AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)


Contract costs
Incremental costs to obtain contracts, such as bonuses or commissions, are recognized as an asset if the entity expects to recover them. However, ASC 340-40, Other Assets and Deferred Costs , offers a practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. We elected the practical expedient and expense costs to obtain contracts when incurred because our amortization period is one year or less.
Costs to fulfill contracts with Representatives are comprised of shipping and handling (including order processing) and payment processing services, which are expensed as incurred. The fees for these services are included in the transaction price.
Changes in accounting policies
Except for the changes below, we have consistently applied the accounting policies to all periods presented in these consolidated financial statements.
We adopted ASC 606 with a date of the initial application of January 1, 2018, as a cumulative-effect adjustment to retained earnings. Therefore, the comparative information for prior periods has not been adjusted and continues to be reported under ASC 605, Revenue Recognition . We applied this guidance to all outstanding contracts at January 1, 2018.
We recorded a cumulative-effect adjustment upon adoption of the new revenue recognition standard as of January 1, 2018 comprised of the following:
a reduction to retained earnings of $52.7 before taxes ( $41.1 after tax), with a corresponding impact to deferred income taxes of $11.6 ;
a reduction to prepaid expenses and other of $54.9 ;
an increase to inventories of $39.3 ; and
an increase to other accrued liabilities of $37.1 due to the net impact of the establishment of a contract liability of $91.8 for deferred revenue where our performance obligations are not yet satisfied, which is partially offset by a reduction in the sales incentive accrual of $54.7 .
This cumulative-effect adjustment impacting our Consolidated Balance Sheets is primarily driven by sales incentives and brochures. The other changes resulting from the new revenue recognition standard were not material.
The details of the significant changes to our accounting policy for revenue recognition and the quantitative impact of the changes on our Consolidated Financial Statements are set out below.
Performance obligations - Avon products
We recognize revenue for Avon products in net sales in our Consolidated Statements of Operations when the Representative obtains control of the products, which occurs upon delivery of the product to the Representative. Transaction price is the amount we expect to receive in exchange for those products adjusted for variable consideration, such as sales returns and past due fees, and the estimated SSP of other performance obligations, such as sales incentives. Revenue allocated to the material right (performance obligation) for sales incentives is deferred on the balance sheet until the associated performance obligations are satisfied.
Under our historical accounting, we recognized revenue for Avon products in net sales in our Consolidated Statements of Operations upon delivery of the product to the Representative. Revenue was adjusted for expected sales returns.
Performance obligations/ material rights - sales incentives
Certain benefits within status programs, loyalty points, prospective discounts and certain other sales incentives constitute a material right and, therefore, a distinct performance obligation in the contract with the Representative. Transaction price is allocated to the material right based on estimated SSP and is deferred on the balance sheet until the associated performance obligations are satisfied. The cost of sales incentives is presented in inventories in our Consolidated Balance Sheets. We recognize revenue allocated to the material right in net sales and the associated cost of sales incentives is recognized in cost of sales in our Consolidated Statements of Operations, at the point in time that the Representative receives the benefits of the material right or obtains control of the products, which occurs upon delivery to the Representative or upon expiration of the material right. For sales incentives that are delivered with the associated products order (such as gift with purchase), no deferral is required.

11



AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)


Under our historical accounting, the cost of sales incentives was generally presented in other accrued liabilities and prepaid expenses and other in our Consolidated Balance Sheets and recognized in selling, general and administrative expenses in our Consolidated Statements of Operations over the period that the sales incentive was earned.
Representative fees, primarily for the sale of brochures to Representatives and fulfillment activities related to the contract
This includes fees that we charge Representatives, primarily for the sale of brochures to Representatives and fulfillment activities, and also includes late payment fees.
Brochures - Brochures represent promotional materials that are given directly by the Representatives to their customers as a marketing activity. Under ASC 606, brochures that are sold by Avon to Representatives through purchase orders represent separate performance obligations in the contract as these are promises made between Avon and the Representative. Although the brochures are used similar to marketing incentives, the Representative generally orders and pays for the brochures, and Avon allocates consideration for purposes of revenue recognition. The revenue associated with brochures that are sold to Representatives is recognized in other revenue and the related cost is recognized in cost of sales in our Consolidated Statements of Operations. We recognize revenue when the Representative obtains control of the brochures, which occurs upon delivery to the Representative. When brochures are given away for free to Representatives as promotional items, the cost is recognized in selling, general and administrative expenses in our Consolidated Statements of Operations.
Under our historical accounting, all brochure costs were initially deferred to prepaid expenses and other in our Consolidated Balance Sheets and were charged to selling, general, and administrative expenses in our Consolidated Statements of Operations over the campaign length. In addition, fees charged to Representatives for brochures were initially deferred and presented as a reduction of prepaid expenses and other in our Consolidated Balance Sheets, and were recorded as a reduction of selling, general, and administrative expenses in our Consolidated Statements of Operations over the campaign length.
Fulfillment activities and late payment fees - We often charge the Representative for shipping and handling (including order processing) and payment processing activities on the invoice, and such activities are considered to be fulfillment costs. The consideration received represents part of the transaction price in the contract that is allocated to the performance obligations in the contract. We recognize revenue for fulfillment activities in other revenue in our Consolidated Statements of Operations when the Representative obtains control of the associated products, which occurs upon delivery of the products to the Representative. The cost of these activities is recognized in selling, general and administrative expenses in our Consolidated Statements of Operations. Late payment fees are recorded in other revenue in our Consolidated Statements of Operations when collected.
Under our historical accounting, revenue for shipping and handling (including order processing) activities was recorded in other revenue in our Consolidated Statements of Operations. However, the revenue for payment processing activities and late payment fees were recognized as a reduction of selling, general, and administrative expenses in our Consolidated Statements of Operations. The cost of these activities was recognized in selling, general and administrative expenses in our Consolidated Statements of Operations.

12



AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)


Impacts on consolidated financial statements
The following tables summarize the impacts of adopting ASC 606 on the Company's consolidated financial statements for the three months ended March 31, 2018:
 
Impact of change in revenue recognition standard
Line items impacted within the Consolidated Statements of Operations
Per consolidated financial statements
 
Adjustments
 
Balances excluding the impact of adopting ASC 606
Revenue
 
 
 
 
 
Net sales
$
1,309.6

 
$
(25.4
)
(1)  
$
1,284.2

Other revenue
83.9

 
(54.9
)
(2)  
29.0

Total revenue
1,393.5

 
(80.3
)
 
1,313.2

 
 
 
 
 
 
Costs and expenses
 
 
 
 
 
Cost of sales
579.7

 
(73.0
)
(3)  
506.7

Selling, general and administrative expenses
768.9

 
11.8

(4)  
780.7

Operating profit
44.9

 
(19.1
)
 
25.8

Income (loss) before income taxes
10.4

 
(19.1
)
 
(8.7
)
Income taxes
(31.5
)
 
3.8

 
(27.7
)
Net loss
(21.1
)
 
(15.3
)
 
(36.4
)
Net loss attributable to Avon
(20.3
)
 
(15.3
)
 
(35.6
)
(1) Primarily relates to net impact of the timing of recognition of sales incentives.
(2) Relates to Representative fees (primarily brochure fees, late payment fees and certain other fees), which were reclassified from SG&A. Brochure fees were also impacted by the timing of recognition.
(3) Primarily relates to the cost of sales incentives and the cost of brochures paid for by Representatives, both of which were reclassified from SG&A and were also impacted by the timing of recognition.
(4) Relates to the cost of sales incentives, which were reclassified to cost of sales and were also impacted by the timing of recognition. This was partially offset by Representative fees, which were reclassified to other revenue.
 
Impact of change in revenue recognition standard
Line items impacted within the Consolidated Statements of Other Comprehensive Income
Per consolidated financial statements
 
Adjustments
 
Balances excluding the impact of adopting ASC 606
Net loss
$
(21.1
)
 
$
(15.3
)
 
$
(36.4
)
Foreign currency translation adjustments
32.7

 
.7

 
33.4

Total other comprehensive income, net of income taxes
35.6

 
.7

 
36.3

Comprehensive income (loss)
14.5

 
(14.6
)
 
(.1
)
Comprehensive income attributable to Avon
15.1

 
(14.6
)
 
.5


13



AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)


 
Impact of change in revenue recognition standard
Line items impacted within the Consolidated Balance Sheets
Per consolidated financial statements
 
Adjustments
 
Balances excluding the impact of adopting ASC 606
Assets
 
 
 
 
 
Accounts receivable, net
$
429.0

 
$
(6.3
)
(1)  
$
422.7

Inventories
697.0

 
(41.2
)
(2)  
655.8

Prepaid expenses and other
251.0

 
50.6

(2)  
301.6

Total current assets
2,149.5

 
3.1

 
2,152.6

Other assets
687.3

 
(11.6
)
(3)  
675.7

Total assets
3,640.4

 
(8.5
)
 
3,631.9

 
 
 
 
 
 
Liabilities, Series C Convertible Preferred Stock and Shareholders’ Deficit

 
 
 
 
 
Other accrued liabilities
401.1

 
(29.6
)
(4)  
371.5

Income taxes
8.2

 
(3.8
)
 
4.4

Total current liabilities
1,750.8

 
(33.4
)
 
1,717.4

Other liabilities
80.2

 
(1.6
)
 
78.6

Total liabilities
3,913.2

 
(35.0
)
 
3,878.2

Retained earnings
2,252.5

 
25.8

(5)  
2,278.3

Accumulated other comprehensive loss
(891.0
)
 
.7

 
(890.3
)
Total Avon shareholders’ deficit
(756.3
)
 
26.5

 
(729.8
)
Total shareholders’ deficit
(746.6
)
 
26.5

 
(720.1
)
Total liabilities, series C convertible preferred stock and shareholders’ deficit
3,640.4

 
(8.5
)
 
3,631.9

(1) Relates to sales returns, which were reclassified from a reduction of accounts receivable to a refund liability (within other accrued liabilities) and a returns asset (within prepaid expenses and other).
(2) Primarily relates to sales incentives and brochures, both of which were reclassified from prepaid expenses and other to inventories, and were also impacted by the timing of recognition. In addition, prepaid expenses and other was impacted by the timing of recognition of brochures, as well as the reclassification of sales returns (described above).
(3) Relates to deferred tax assets associated with the cumulative-effect adjustment.
(4) Primarily relates to the contract liability for sales incentives, which is partially offset by the lower accrual for sales incentives. In addition, other accrued liabilities was impacted by the reclassification of sales returns (described above).
(5) Relates to the $41.1 cumulative-effect adjustment upon adoption of ASC 606, partially offset by the $15.3 net loss adjustment.
 
Impact of change in revenue recognition standard
Line items impacted within the Consolidated Statements of Cash Flows
Per consolidated financial statements
 
Adjustments
 
Balances excluding the impact of adopting ASC 606
Net loss
$
(21.1
)
 
$
(15.3
)
 
$
(36.4
)
Changes in assets and liabilities:
 
 
 
 

Accounts receivable
(4.4
)
 
(2.3
)
 
(6.7
)
Inventories
(58.4
)
 
1.9

 
(56.5
)
Prepaid expenses and other
.1

 
1.1

 
1.2

Accounts payable and accrued liabilities
(106.3
)
 
18.9

 
(87.4
)
Income and other taxes
(.9
)
 
(3.8
)
 
(4.7
)
Noncurrent assets and liabilities
.6

 
(.5
)
 
.1


14



AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)


Other Accounting Standards Implemented
ASU 2017-07, Compensation - Retirement Benefits
In March 2017, the FASB issued ASU 2017-07, Compensation - Retirement Benefits . This new guidance requires entities to (1) disaggregate the service cost component from the other components of net periodic benefit costs and present it with other current employee compensation costs in the Consolidated Statements of Operations and (2) present the other components of net periodic benefit costs below operating profit in other expense, net. We adopted this new accounting guidance effective January 1, 2018. The new accounting guidance was applied retrospectively and increased our operating profit for the three months ended March 31, 2017 by $1.1 , but had no impact on net loss.
Accounting Standards to be Implemented
ASU 2016-02, Leases
In February 2016, the FASB issued ASU 2016-02, Leases , which requires all assets and liabilities arising from leases to be recognized in our Consolidated Balance Sheets. We intend to adopt this new accounting guidance effective January 1, 2019. While we are still evaluating the full effect that adopting this new accounting guidance will have on our Consolidated Financial Statements, we believe that it will significantly increase the assets and liabilities in our Consolidated Balance Sheets.
2. EARNINGS (LOSS) PER SHARE AND SHARE REPURCHASES
We compute earnings (loss) per share ("EPS") using the two-class method, which is an earnings (loss) allocation formula that determines earnings (loss) per share for common stock, and earnings (loss) allocated to convertible preferred stock and participating securities, as appropriate. The earnings allocated to convertible preferred stock are the larger of 1) the preferred dividends accrued in the period or 2) the percentage of earnings from continuing operations allocable to the preferred stock as if they had been converted to common stock. Our participating securities are our grants of restricted stock and restricted stock units, which contain non-forfeitable rights to dividend equivalents to the extent any dividends are declared and paid on our common stock. We compute basic EPS by dividing net income (loss) allocated to common shareholders by the weighted-average number of shares outstanding during the period. Diluted EPS is calculated to give effect to all potentially dilutive common shares that were outstanding during the period.
 
 
Three Months Ended March 31,
(Shares in millions)
 
2018
 
2017
Numerator attributable to Avon:
 
 
 
 
Net loss attributable to Avon
 
$
(20.3
)
 
$
(36.5
)
Less: Loss allocated to participating securities
 
(.2
)
 
(.5
)
Less: Earnings allocated to convertible preferred stock
 
5.9

 
5.7

Loss allocated to common shareholders
 
(26.0
)
 
(41.7
)
Denominator:
 
 
 
 
Basic EPS weighted-average shares outstanding
 
440.9

 
438.6

Diluted effect of assumed conversion of stock options
 

 

Diluted effect of assumed conversion of preferred stock
 

 

Diluted EPS adjusted weighted-average shares outstanding
 
440.9

 
438.6

Loss per Common Share attributable to Avon:
 
 
 
 
Basic
 
$
(.06
)
 
$
(.10
)
Diluted
 
(.06
)
 
(.10
)
Amounts in the table above may not necessarily sum due to rounding.
During the three months ended March 31, 2018 and 2017 , we did not include stock options to purchase 15.3 million shares and 13.1 million  shares of Avon common stock, respectively, in the calculation of diluted EPS as we had a net loss and the inclusion of these shares would decrease the net loss per share. Since the inclusion of such shares would be anti-dilutive, these are excluded from the calculation.
During the three months ended March 31, 2018 and 2017 , respectively, it is more dilutive to assume the series C convertible preferred stock is not converted into common stock; therefore, the weighted-average shares outstanding were not adjusted by the as-if converted series C convertible preferred stock because the effect would be anti-dilutive. The inclusion of the series C

15



AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)


convertible preferred stock would decrease the net loss per share for the three months ended March 31, 2018 and 2017. If the as-if converted series C convertible preferred stock had been dilutive, approximately 87.1 million additional shares would have been included in the diluted weighted average number of shares outstanding for the three months ended March 31, 2018 and 2017 . See Note 4, Related Party Transactions.
We purchased approximately .9 million  shares of Avon common stock for $2.7 during the first three months of 2018 , as compared to approximately 1.4 million shares of Avon common stock for $6.2 during the first three months of 2017 , through acquisition of stock from employees in connection with tax payments upon the vesting of restricted stock units and performance restricted stock units.
3. INVESTMENT IN NEW AVON
In connection with the separation of the Company's North America business, which closed on March 1, 2016, the Company retained a 19.9% ownership interest in New Avon, a privately-held company that is majority-owned and managed by an affiliate of Cerberus Capital Management L.P. ("Cerberus"). The Company has accounted for its ownership interest in New Avon using the equity method of accounting, which resulted in the Company recognizing its proportionate share of New Avon's income or loss and other comprehensive income or loss. Our recorded investment balance in New Avon at March 31, 2018 and December 31, 2017 was zero .
During the third quarter of 2017, the Company received a cash distribution of $ 22.0 from New Avon, which reduced our recorded investment balance in New Avon. During the third quarter of 2017, we recorded only $1.7 of the Company's proportionate share of the losses in New Avon, as this reduced our recorded investment balance in New Avon to zero . As a result, we have not recorded our proportionate share of New Avon's loss since the third quarter of 2017. If New Avon experiences future losses while our recorded investment balance is zero , we would not record our proportionate share of such loss. The Company's proportionate share of the losses of New Avon was $4.0 during the three months ended March 31, 2017, which was recorded within other expense, net. In addition, the Company's proportionate share of the post-separation other comprehensive income of New Avon was an immaterial amount during the three months ended March 31, 2017, and was recorded within other comprehensive income (loss).
The Company also recorded an additional loss of $.5 within other expense, net and a benefit of $1.1 within other comprehensive income (loss), during the three months ended March 31, 2017, primarily associated with purchase accounting adjustments reported by New Avon.
Summarized financial information related to New Avon is shown below:
 
 
Three Months Ended March 31,
 
 
 2018
 
2017
Total revenue
 
$
157.8

 
$
176.8

Gross profit
 
91.4

 
110.2

Net loss
 
(24.7
)
 
(20.3
)

16



AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)


4. RELATED PARTY TRANSACTIONS
The following tables present the related party transactions with New Avon and affiliates of Cerberus. There are no other related party transactions. New Avon is majority-owned and managed by Cerberus NA. See Note 3, Investment in New Avon for further details.
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Statement of Operations Data
 
 
 
 
Revenue from sale of product to New Avon (1)
 
$
5.9

 
$
8.0

Gross profit from sale of product to New Avon (1)
 
$
.4

 
$
.6

 
 
 
 
 
Cost of sales for purchases from New Avon (2)
 
$
.5

 
$
.8

 
 
 
 
 
Selling, general and administrative expenses:
 
 
 
 
Transition services, intellectual property, technical support and innovation and subleases (3)
 
$
(3.2
)
 
$
(7.9
)
Project management team (4)
 
.5

 
.8

Net reduction of selling, general and administrative expenses
 
$
(2.7
)
 
$
(7.1
)
 
 
March 31, 2018
 
December 31, 2017
Balance Sheet Data
 
 
 
 
Inventories (5)
 
$
.2

 
$
.4

Receivables due from New Avon (6)
 
$
5.3

 
$
9.8

Payables due to New Avon (7)
 
$
.4

 
$
.2

Payables due to an affiliate of Cerberus (8)
 
$
.5

 
$
.4

(1) The Company supplies product to New Avon as part of a manufacturing and supply agreement. The Company recorded revenue of $5.9 and $8.0 , within other revenue in our Consolidated Statement of Operations, and gross profit of $.4 and $.6 associated with this agreement during the three months ended March 31, 2018 and 2017 , respectively.
(2) New Avon supplies product to the Company as part of the same manufacturing and supply agreement noted above. The Company purchased $.6 and $1.0 from New Avon associated with this agreement during the three months ended March 31, 2018 and 2017 , respectively, and recorded $.5 and $.8 associated with these purchases within cost of sales in our Consolidated Statement of Operations during the three months ended March 31, 2018 and 2017 , respectively.
(3) The Company also entered into a transition services agreement to provide certain services to New Avon, as well as an intellectual property ("IP") license agreement, an agreement for technical support and innovation and subleases for office space. In addition, New Avon performed certain services for the Company under a similar transition services agreement which expired during the third quarter of 2017. The Company recorded a net $3.2 and $7.9 reduction of selling, general and administrative expenses associated with these agreements during the three months ended March 31, 2018 and 2017 , respectively, which generally represents a recovery of the related costs.
(4) The Company also entered into agreements with an affiliate of Cerberus, which provide for the secondment of Cerberus affiliate personnel to the Company's project management team responsible for assisting with the execution of the transformation plan (the "Transformation Plan") announced in January 2016. The Company recorded $.5 and $.8 in selling, general and administrative expenses associated with these agreements during the three months ended March 31, 2018 and 2017 , respectively. See Note 11, Restructuring Initiatives for additional information related to the Transformation Plan.
(5) Inventories relate to purchases from New Avon, associated with the manufacturing and supply agreement, which have not yet been sold, and were classified within inventories in our Consolidated Balance Sheets.
(6) The receivables due from New Avon relate to the agreements for transition services, the IP license, technical support and innovation and subleases for office space, as well as the manufacturing and supply agreement, and were classified within prepaid expenses and other in our Consolidated Balance Sheets.
(7) The payables due to New Avon relate to the manufacturing and supply agreement, and were classified within other accrued liabilities in our Consolidated Balance Sheets.

17



AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)


(8) The payables due to an affiliate of Cerberus relate to the agreement for the project management team, and were classified within other accrued liabilities in our Consolidated Balance Sheets.
In addition, the Company also issued standby letters of credit to the lessors of certain equipment, a lease for which was transferred to New Avon in connection with the separation of the Company's North America business. As of March 31, 2018 , the Company has a liability of $1.4 for the estimated value of such standby letters of credit.
Series C Preferred Stock
On March 1, 2016, the Company issued and sold to Cerberus Investor 435,000 shares of newly issued series C preferred stock for an aggregate purchase price of $435.0 . Cumulative preferred dividends accrue daily on the series C preferred stock at a rate of 1.25% per quarter. The series C preferred stock had accrued unpaid dividends of $47.5 as of March 31, 2018 . There were no dividends declared in the three months ended March 31, 2018 and 2017 .
5. INVENTORIES
Components of Inventories
 
March 31, 2018
 
December 31, 2017
Raw materials
 
$
198.8

 
$
190.6

Finished goods
 
498.2

 
407.6

Total
 
$
697.0

 
$
598.2

6. EMPLOYEE BENEFIT PLANS
 
 
Three Months Ended March 31,
 
 
Pension Benefits
 
 
 
 
Net Periodic Benefit Costs
 
U.S. Plans
 
Non-U.S. Plans
 
Postretirement Benefits
 
 
2018
 
2017
 
2018
 
2017
 
2018
 
2017
Service cost
 
$
.9

 
$
1.4

 
$
1.2

 
$
1.2

 
$
.1

 
$

Interest cost
 
.6

 
.7

 
4.2

 
4.4

 
.3

 
.4

Expected return on plan assets
 
(.8
)
 
(.8
)
 
(8.4
)
 
(6.7
)
 

 

Amortization of prior service credit
 

 

 

 

 
(.1
)
 
(.1
)
Amortization of net actuarial losses
 
1.3

 
1.2

 
1.8

 
1.8

 

 

Net periodic benefit costs (1)
 
$
2.0

 
$
2.5

 
$
(1.2
)
 
$
.7

 
$
.3

 
$
.3

(1) Service cost is presented in selling, general and administrative expenses in our Consolidated Statements of Operations. The components of net periodic benefit costs other than service cost are presented in other expense, net in our Consolidated Statements of Operations.
During the three months ended March 31, 2018 , we made less than $1 and approximately $4 of contributions to the U.S. and non-U.S. defined benefit pension and postretirement benefit plans, respectively. During the remainder of 2018 , we anticipate contributing approximately $10 to $15 and approximately $16 to $21 to fund our U.S. and non-U.S. defined benefit pension and postretirement benefit plans, respectively.
7. CONTINGENCIES
Settlements of FCPA Investigations
As previously reported, we engaged outside counsel to conduct an internal investigation and compliance reviews focused on compliance with the Foreign Corrupt Practices Act ("FCPA") and related U.S. and foreign laws in China and additional countries. The internal investigation, which was conducted under the oversight of our Audit Committee, began in June 2008 and along with the compliance reviews, was completed in 2014.
Following our voluntary reporting of the internal investigation to both the U.S. Department of Justice (the "DOJ") and the U.S. Securities and Exchange Commission (the "SEC") and our subsequent cooperation with those agencies, the United States District Court for the Southern District of New York (the "USDC") approved in December 2014 a deferred prosecution agreement (“DPA”) entered into between the Company and the DOJ related to charges of violations of the books and records and internal controls provisions of the FCPA. In addition, Avon Products (China) Co. Ltd., a subsidiary of the Company operating in China, pleaded guilty to conspiring to violate the books and records provision of the FCPA. The USDC also

18



AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)


entered a judgment in January 2015 approving our consent agreement with the SEC (the "Consent") to settle the SEC’s complaint charging violations of the books and records and internal control provisions of the FCPA.
As part of these resolutions, the Company agreed, among other things, to pay fines, disgorgement and prejudgment interest in an aggregate amount of $135 and to have a compliance monitor (the "monitor"). At this time, the monitor has been replaced by the Company, which has undertaken self-reporting obligations for the remainder of the monitoring period. The DPA has expired, and the charges against the Company were dismissed with prejudice on February 5, 2018. The Company will continue self-reporting to the SEC until the monitoring period expires, which is scheduled under the Consent to occur in July 2018.
The third-party costs incurred in connection with ongoing compliance with self-reporting and the Consent have not been material to date. While we do not anticipate material costs going forward, the Company's self-reporting obligations may be costly and/or time-consuming.
Brazilian Tax Assessments
In 2002, our Brazilian subsidiary received an excise tax (IPI) assessment from the Brazilian tax authorities for alleged tax deficiencies during the years 1997-1998, which was officially closed in favor of Avon Brazil in July 2017. In December 2012, additional assessments were received for the year 2008 with respect to excise tax (IPI) and taxes charged on gross receipts (PIS and COFINS). In the second quarter of 2014, the PIS and COFINS assessments were officially closed in favor of Avon Brazil. As in the 2002 IPI case, the 2012 IPI assessment asserts that the establishment in 1995 of separate manufacturing and distribution companies in Brazil was done without a valid business purpose and that Avon Brazil did not observe minimum pricing rules to define the taxable basis of excise tax. The structure adopted in 1995 is comparable to that used by many other companies in Brazil. We believe that our Brazilian corporate structure is appropriate, both operationally and legally, and that the 2012 IPI assessment is unfounded.
These matters are being vigorously contested. In January 2013, we filed a protest seeking a first administrative level review with respect to the 2012 IPI assessment. In July 2013, the 2012 IPI assessment was upheld at the first administrative level and we appealed this decision to the second administrative level. The 2012 IPI assessment totals approximately $349 , including penalties and accrued interest. On April 18, 2018, Avon received official notification that the second administrative level has issued a partially favorable and partially unfavorable decision. In this decision, the original assessment was reduced by approximately $74 (including associated penalty and interest), subject to Federal Revenue appeal. The remaining $275 of the assessment was upheld at the second administrative level. We plan to appeal this decision in the third administrative level.
On October 3, 2017, Avon Brazil received a new tax assessment notice regarding IPI for 2014. The 2017 IPI assessment totals approximately $ 266 , including penalties and accrued interest. In line with the other assessments received in the past, the Brazilian tax authorities assert that the structure adopted in 2005 has no valid business purpose and that Avon Brazil did not observe minimum pricing rules to define the taxable basis of excise tax. Avon will vigorously contest this assessment, and presented the first defense on November 1, 2017. On April 2, 2018, Avon was notified of an unfavorable decision at the first administrative level. On April 27, 2018, we filed an appeal in the second administrative level.
In the event that the 2012 and the 2017 IPI assessments are upheld in the third and final administrative level, it may be necessary for us to provide security to pursue further appeals in the judicial levels, which, depending on the circumstances, may result in a charge to earnings and an adverse effect on the Company's Consolidated Statements of Cash Flows. It is not possible to reasonably estimate the likelihood or potential amount of assessments that may be issued for subsequent periods (tax years up through 2010 are closed by statute). However, other similar IPI assessments involving different periods (1998-2001) have been cancelled and officially closed in our favor by the second administrative level and in July 2017 we received the official cancellation of the 2002 assessment pursuant to the favorable decision discussed above. We believe that the 2012 and the 2017 IPI assessments are unfounded, however, based on the likelihood that these will be upheld, we assess the risks as disclosed above as reasonably possible. At March 31, 2018, we have not recognized a liability for the 2012 or 2017 IPI assessments.
Brazil IPI Tax on Cosmetics
In May 2015, an Executive Decree on certain cosmetics went into effect in Brazil which increased the amount of IPI taxes that are to be remitted by Avon Brazil to the taxing authority on the sales of cosmetic products subject to IPI. Avon Brazil filed an objection to this IPI tax increase on the basis that it is not constitutional. In December 2016, Avon Brazil received a favorable decision from the Federal District Court regarding this objection. This decision has been appealed by the tax authorities.
From May 2015 through April 2016, Avon Brazil remitted the taxes associated with this IPI tax increase into a judicial deposit which would be remitted to the taxing authorities in the event that we are not successful in our objection to the tax increase. In May 2016, Avon Brazil received a favorable preliminary decision on its objection to the tax and was granted a preliminary injunction. As a result, beginning in May 2016, Avon Brazil is no longer required to remit the taxes associated with IPI into a judicial deposit. While an increasing number of recent preliminary decisions have been in favor of the taxpayer, as of

19



AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)


March 31, 2018 , we have concluded that it is appropriate to continue to recognize the associated IPI taxes as a liability. At March 31, 2018 , the liability to the taxing authorities for this IPI tax increase was approximately $ 206 and was classified within long-term sales taxes and taxes other than income in our Consolidated Balance Sheets, and the judicial deposit was approximately $75 and was classified within other assets in our Consolidated Balance Sheets. The net liability that does not have a corresponding judicial deposit was approximately $131 at March 31, 2018 , and the interest associated with this net liability has been and will continue to be recognized in other expense, net. Our cash flow from operations has benefited as compared to our earnings as we have recognized the expense and associated interest related to this IPI tax in our Consolidated Statements of Operations; however, since May 2016, we have not made a corresponding cash payment into a judicial deposit based on the preliminary injunction that is still in force.
An unfavorable ruling to our objection of this IPI tax increase would have an adverse effect on the Company's Consolidated Statements of Cash Flows as Avon Brazil would have to remit the liability owed to the taxing authorities. This amount would be partially offset by the amount of the judicial deposit held by Avon Brazil. We are not able to reliably predict the timing of the outcome of our objection to this tax increase.
Talc-Related Litigation
The Company has been named a defendant in numerous personal injury lawsuits filed in U.S. courts, alleging that certain talc products the Company sold in the past were contaminated with asbestos. Many of these actions involve a number of codefendants from a variety of different industries, including manufacturers of cosmetics and manufacturers of other products that, unlike the Company’s products, were designed to contain asbestos. We believe that the claims against us are without merit. We are defending vigorously against these claims and will continue to do so. To date, there have been no findings of liability against the Company in any of these cases but we are unable to predict the ultimate outcome of each case. Additional similar cases arising out of the use of the Company's talc products are reasonably anticipated. At this time, we are unable to estimate our reasonably possible losses, if any. Also, in light of the inherent litigation uncertainties, potential costs to litigate these cases are not known, but they may be significant, though some costs will be covered by insurance.
Brazilian Labor-Related Litigation
On an ongoing basis, the Company is subject to numerous and diverse labor-related lawsuits filed by employees in Brazil. These cases are assessed on an aggregated and ongoing basis based on historical outcomes of similar cases. The claims made are often for significantly larger sums than have historically been paid out by the Company. Our practice continues to be to recognize a liability based on our assessment of historical payments in similar cases. Our best estimate of the probable loss for such current cases at March 31, 2018 is approximately $ 16 and, accordingly, we have recognized a liability for this amount.
Other Matters
Various other lawsuits and claims, arising in the ordinary course of business or related to businesses previously sold, are pending or threatened against Avon. In management's opinion, based on its review of the information available at this time, the total cost of resolving such other contingencies at March 31, 2018 , is not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows.
8. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The tables below present the changes in AOCI by component and the reclassifications out of AOCI for the three months ended March 31, 2018 and 2017 :
Three Months Ended March 31, 2018
 
Foreign Currency Translation Adjustments
 
Net Investment Hedges
 
Pension and Postretirement Benefits
 
Investment in New Avon
 
Total
Balance at December 31, 2017
 
$
(829.6
)
 
$
(4.3
)
 
$
(95.7
)
 
$
3.4

 
$
(926.2
)
Other comprehensive income other than reclassifications
 
32.3

 

 

 

 
32.3

Reclassifications into earnings:
 
 
 
 
 
 
 
 
 
 
Amortization of net actuarial loss and prior service cost, net of tax of $.2 (1)
 

 

 
2.9

 

 
2.9

Total reclassifications into earnings
 

 

 
2.9

 

 
2.9

Balance at March 31, 2018
 
$
(797.3
)
 
$
(4.3
)
 
$
(92.8
)
 
$
3.4

 
$
(891.0
)

20



AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)


Three Months Ended March 31, 2017:
 
Foreign Currency Translation Adjustments
 
Net Investment Hedges
 
Pension and Postretirement Benefits
 
Investment in New Avon
 
Total
Balance at December 31, 2016
 
$
(910.9
)
 
$
(4.3
)
 
$
(120.2
)
 
$
2.2

 
$
(1,033.2
)
Other comprehensive income other than reclassifications
 
61.9

 

 

 
1.1

 
63.0

Reclassifications into earnings:
 
 
 
 
 
 
 
 
 
 
Amortization of net actuarial loss and prior service cost, net of tax of $0.0 (1)
 

 

 
3.1

 

 
3.1

Total reclassifications into earnings
 

 

 
3.1

 

 
3.1

Balance at March 31, 2017
 
$
(849.0
)
 
$
(4.3
)
 
$
(117.1
)
 
$
3.3

 
$
(967.1
)
(1) Gross amount reclassified to pension and postretirement expense, within other expense, net in our Consolidated Statements of Operations, and related taxes reclassified to income taxes in our Consolidated Statements of Operations.
Foreign exchange net gains of $ 5.9 and $ 3.4 for the three months ended March 31, 2018 and 2017 , respectively, resulting from the translation of actuarial losses and prior service cost recorded in AOCI, are included in foreign currency translation adjustments in our Consolidated Statements of Comprehensive Income.
9. SEGMENT INFORMATION
We determine segment profit by deducting the related costs and expenses from segment revenue. Segment profit includes an allocation of global marketing expenses based on actual revenues. Segment profit excludes global expenses other than the allocation of marketing, costs to implement ("CTI") restructuring initiatives (see Note 11, Restructuring Initiatives), certain significant asset impairment charges, and other items, which are not allocated to a particular segment, if applicable. This is consistent with the manner in which we assess our performance and allocate resources.
Summarized financial information concerning our reportable segments was as follows:
 
 
Three Months Ended March 31,
 Total Revenue
 
2018
 
2017
Europe, Middle East & Africa
 
$
568.4

 
$
507.5

South Latin America
 
497.1

 
499.2

North Latin America
 
195.6

 
193.2

Asia Pacific
 
111.4

 
113.4

Total revenue from reportable segments
 
1,372.5

 
1,313.3

Other operating segments and business activities
 
21.0

 
19.8

Total revenue
 
$
1,393.5

 
$
1,333.1

 
 
Three Months Ended March 31,
Operating Profit
 
2018
 
2017
Segment Profit
 
 
 
 
Europe, Middle East & Africa
 
$
74.4

 
$
73.5

South Latin America
 
27.2

 
13.7

North Latin America
 
20.8

 
21.4

Asia Pacific
 
10.4

 
13.3

Total profit from reportable segments
 
$
132.8

 
$
121.9

Other operating segments and business activities
 
2.2

 
.9

Unallocated global expenses
 
(79.2
)
 
(83.0
)
CTI restructuring initiatives
 
(10.9
)
 
(10.0
)
Operating profit
 
$
44.9

 
$
29.8


21



AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)


Other operating segments and business activities include markets that have been exited. Effective in the first quarter of 2018, given that we are exiting Australia and New Zealand during 2018, the results of Australia and New Zealand are now reported in Other operating segments and business activities for all periods presented, while previously the results had been reported in the Asia Pacific segment. Other operating segments and business activities also include revenue from the sale of products to New Avon since the separation of the Company's North America business into New Avon on March 1, 2016 and ongoing royalties from the licensing of our name and products.
10. SUPPLEMENTAL BALANCE SHEET INFORMATION
At March 31, 2018 and December 31, 2017 , prepaid expenses and other included the following:
Components of Prepaid Expenses and Other
 
March 31, 2018
 
December 31, 2017
Prepaid taxes and tax refunds receivable
 
$
123.6

 
$
111.6

Receivables other than trade
 
60.7

 
67.2

Prepaid brochure costs, paper and other literature (1)
 
15.7

 
64.8

Other
 
51.0

 
52.8

Prepaid expenses and other
 
$
251.0

 
$
296.4

(1) The decrease in prepaid brochure costs, paper and other literature is primarily due to the adoption of ASC 606. Effective January 1, 2018, the costs associated with brochures that will be purchased by the Representative are presented within inventories in our Consolidated Balance Sheets, while the costs associated with brochures that will be given away for free as promotional items are reflected within prepaid expenses and other in our Consolidated Balance Sheets. Previously, the net of the costs and fees charged to Representatives for all brochures were presented within prepaid expenses and other in our Consolidated Balance Sheets. See Note 1, Accounting Policies for further details.
At March 31, 2018 and December 31, 2017 , other assets included the following:
Components of Other Assets
 
March 31, 2018
 
December 31, 2017
Deferred tax assets
 
$
217.1

 
$
203.8

Net overfunded pension plans
 
91.7

 
82.0

Capitalized software
 
85.8

 
85.2

Judicial deposits other than Brazil IPI tax (see below)
 
83.3

 
82.2

Judicial deposit for Brazil IPI tax on cosmetics (Note 7)
 
74.6

 
73.8

Long-term receivables
 
74.5

 
75.6

Trust assets associated with supplemental benefit plans
 
37.0

 
37.1

Tooling (plates and molds associated with our beauty products)
 
11.5

 
12.5

Other
 
11.8

 
14.0

Other assets
 
$
687.3

 
$
666.2

11. RESTRUCTURING INITIATIVES
Transformation Plan
In January 2016, we initiated a Transformation Plan, which included cost reduction efforts to continue to improve our cost structure and to enable us to reinvest in growth. Under this plan, we had targeted pre-tax annualized cost savings of approximately $350 after three years, with an estimated $200 from supply chain reductions and an estimated $150 from other cost reductions, which were expected to be achieved through restructuring actions, as well as other cost-savings strategies that would not result in restructuring charges. We have reinvested and continue to plan to reinvest a portion of these cost savings in growth initiatives, including media, social selling and information technology systems that will help us modernize our business. We had initiated the Transformation Plan in an attempt to enable us to achieve our long-term goals of mid-single-digit constant-dollar revenue growth and low double-digit operating margin. As part of the Transformation Plan, we identified certain actions, that we believe will reduce ongoing costs, primarily consisting of global headcount reductions relating to operating model changes, as well as the closure of Australia, New Zealand and Thailand, which were smaller, under-performing markets. The operating model changes include the streamlining of our corporate functions to align with the current and future needs of the business and an information technology infrastructure outsourcing initiative.

22



AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)


As a result of these restructuring actions approved to-date, we have recorded total costs to implement these restructuring initiatives of $177.8 before taxes, of which $10.9 was recorded during the three months ended March 31, 2018 , in our Consolidated Statements of Operations. The additional charges not yet incurred associated with the restructuring actions approved to-date of approximately $20 to $30 before taxes are expected to be recorded primarily in 2018. At this time we are unable to quantify the total costs to implement the restructuring initiatives that will be incurred through the time the Transformation Plan is fully implemented as we have not yet identified all actions to be taken.
Costs to Implement Restructuring Initiatives - Three Months Ended March 31, 2018
During the three months ended March 31, 2018 , we recorded costs to implement of $10.9 related to the Transformation Plan, in our Consolidated Statements of Operations. The costs consisted of the following:
net charges of $8.3 for employee-related costs, including severance benefits;
implementation costs of $ 1.1 , primarily related to professional service fees;
accelerated depreciation of $ .7 ;
inventory write-offs of $.6 ; and
contract termination and other net charges of $ .2 .
Of the total costs to implement during the three months ended March 31, 2018 , $10.3 was recorded in selling, general and administrative expenses and $.6 was recorded in cost of sales in our Consolidated Statement of Operations.
Costs to Implement Restructuring Initiatives - Three Months Ended March 31, 2017
During the three months ended March 31, 2017 , we recorded costs to implement of $10.0 related to the Transformation Plan, in the Consolidated Statement of Operations. The costs consisted of the following:
net charges of $7.6 , for employee-related costs, including severance benefits;
contract termination and other net charges of $1.4 ;
implementation costs of $.5 primarily related to professional service fees; and
accelerated depreciation of $.5 .
Of the total costs to implement during the three months ended March 31, 2017, $10.1 was recorded in selling, general and administrative expenses and a benefit of $.1 was recorded in cost of sales in our Consolidated Statement of Operations.
The tables below include restructuring costs such as employee-related costs, inventory write-offs, foreign currency translation write-offs and contract terminations, and do not include other costs to implement restructuring initiatives such as professional services fees and accelerated depreciation.
The liability balance for the Transformation Plan as of March 31, 2018 is as follows:
 
 
Employee-Related Costs
 
Inventory Write-offs
 
Contract Terminations/Other
 
Total
Balance at December 31, 2017
 
$
41.2

 
$

 
$
8.0

 
$
49.2

2018 charges
 
11.9

 
.6

 
.2

 
12.7

Adjustments
 
(3.6
)
 

 

 
(3.6
)
Cash payments
 
(3.4
)
 

 
(2.6
)
 
(6.0
)
Non-cash write-offs
 

 
(.6
)
 

 
(.6
)
Foreign exchange
 
(.1
)
 

 

 
(.1
)
Balance at March 31, 2018
 
$
46.0

 
$

 
$
5.6

 
$
51.6

The majority of cash payments, if applicable, associated with these charges are expected to be made during 2018.

23



AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)


The following table presents the restructuring charges incurred to date, under the Transformation Plan, along with the estimated charges expected to be incurred on approved initiatives under the plan:
 
 
Employee- Related Costs
 
Inventory Write-offs
 
Foreign Currency Translation Adjustment Write-offs
 
Contract
Terminations/Other
 
Total
Charges incurred to-date
 
$
119.2

 
$
1.6

 
$
2.7

 
$
36.2

 
$
159.7

Estimated charges to be incurred on approved initiatives
 
6.6

 

 
1.2

 
7.3

 
15.1

Total expected charges on approved initiatives
 
$
125.8

 
$
1.6

 
$
3.9

 
$
43.5

 
$
174.8

The charges, net of adjustments, of initiatives under the Transformation Plan, along with the estimated charges expected to be incurred on approved initiatives under the plan, by reportable segment are as follows:
 
 
Europe, Middle East & Africa
 
South Latin America
 
North Latin America
 
Asia
Pacific
 
Global & Other Operating Segments
 
Total
2015
 
$

 
$

 
$

 
$

 
$
21.4

 
$
21.4

2016
 
30.9

 
13.2

 
4.4

 
9.1

 
16.8

 
74.4

2017
 
.9

 
5.6

 
(.6
)
 
(.5
)
 
49.4

 
54.8

First quarter 2018
 
3.2

 
5.3

 
.6

 

 

 
9.1

Charges incurred to-date
 
35.0

 
24.1


4.4


8.6


87.6


159.7

Estimated charges to be incurred on approved initiatives
 
.5

 

 

 

 
14.6

 
15.1

Total expected charges on approved initiatives
 
$
35.5

 
$
24.1

 
$
4.4

 
$
8.6

 
$
102.2

 
$
174.8

The charges above are not included in segment profit, as this excludes costs to implement restructuring initiatives. We expect our total costs to implement restructuring on approved initiatives to be an estimated $200 to $210 before taxes under the Transformation Plan. The amounts shown in the tables above as charges recorded to-date relate to initiatives that have been approved and recorded in the consolidated financial statements as the costs are probable and estimable. The amounts shown in the tables above as total expected charges on approved initiatives represent charges recorded to-date plus charges yet to be recorded for approved initiatives as the relevant accounting criteria for recording an expense have not yet been met.
Other Restructuring Initiatives
During the three months ended March 31, 2018 and 2017, we recorded immaterial costs to implement in selling, general and administrative expenses, in our Consolidated Statements of Operations, associated with other restructuring initiatives.
12. GOODWILL
 
 
Europe, Middle East & Africa
 
South Latin
America
 
Asia
Pacific
 
Total
Net balance at December 31, 2017
 
$
20.4

 
$
72.7

 
$
2.6

 
$
95.7

Changes during the period ended March 31, 2018:
 
 
 
 
 
 
 
 
Foreign exchange
 
.3

 
4.9

 

 
5.2

Net balance at March 31, 2018
 
$
20.7

 
$
77.6

 
$
2.6

 
$
100.9

13. FAIR VALUE
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
The assets and liabilities measured at fair value on a recurring basis were immaterial at March 31, 2018 and December 31, 2017.
Fair Value of Financial Instruments
Our financial instruments include cash and cash equivalents, available-for-sale securities, short-term investments, accounts receivable, debt maturing within one year, accounts payable, long-term debt and foreign exchange forward contracts. The

24



AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)


carrying value for cash and cash equivalents, accounts receivable, accounts payable and short-term investments approximate fair value because of the short-term nature of these instruments.
The net asset (liability) amounts recorded in the balance sheet (carrying amount) and the estimated fair values of our remaining financial instruments at March 31, 2018 and December 31, 2017 , respectively, consisted of the following:
 
March 31, 2018
 
December 31, 2017
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Available-for-sale securities
$
3.8

 
$
3.8

 
$
3.7

 
$
3.7

Debt maturing within one year (1)
(270.8
)
 
(270.5
)
 
(25.7
)
 
(25.7
)
Long-term debt (1)
(1,629.6
)
 
(1,586.8
)
 
(1,872.2
)
 
(1,718.6
)
Foreign exchange forward contracts
.1

 
.1

 

 

(1) The carrying value of debt maturing within one year and long-term debt is presented net of debt issuance costs and includes any related discount or premium and unamortized deferred gains on terminated interest-rate swap agreements, as applicable.
The methods and assumptions used to estimate fair value are as follows:
Available-for-sale securities - The fair values of these investments were the quoted market prices for issues listed on securities exchanges.
Debt maturing within one year and long-term debt - The fair values of our debt and other financing were determined using Level 2 inputs based on indicative market prices.
Foreign exchange forward contracts - The fair values of forward contracts were estimated based on quoted forward foreign exchange prices at the reporting date.
14. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
We operate globally, with manufacturing and distribution facilities in various countries around the world. We may reduce our exposure to fluctuations in the fair value and cash flows associated with changes in interest rates and foreign exchange rates by creating offsetting positions, including through the use of derivative financial instruments. If we use foreign currency-rate sensitive and interest-rate sensitive instruments to hedge a certain portion of our existing and forecasted transactions, we would expect that any gain or loss in value of the hedge instruments generally would be offset by decreases or increases in the value of the underlying forecasted transactions.
We do not enter into derivative financial instruments for trading or speculative purposes, nor are we a party to leveraged derivatives. The master agreements governing our derivative contracts generally contain standard provisions that could trigger early termination of the contracts in certain circumstances, including if we were to merge with another entity and the creditworthiness of the surviving entity were to be "materially weaker" than that of Avon prior to the merger.
Derivatives are recognized in the Consolidated Balance Sheets at their fair values. The derivative instruments outstanding were immaterial at March 31, 2018 and December 31, 2017.
Interest Rate Risk
A portion of our borrowings is subject to interest rate risk. In the past we have used interest-rate swap agreements, which effectively converted the fixed rate on long-term debt to a floating interest rate, to manage our interest rate exposure. The agreements were designated as fair value hedges. As of March 31, 2018 , we do not have any interest-rate swap agreements. Approximately 14% and 1% of our debt portfolio at March 31, 2018 and December 31, 2017, respectively, was exposed to floating interest rates.
In March 2012, we terminated two of our interest-rate swap agreements previously designated as fair value hedges, with notional amounts totaling $ 350 . As of the interest-rate swap agreements’ termination date, the aggregate favorable adjustment to the carrying value (deferred gain) of our debt was $ 46.1 , which is being amortized as a reduction of interest expense over the remaining term of the underlying debt obligations through March 2019. The net impact of the gain amortization was $1.3 and $1.2 for three months ended March 31, 2018 and 2017, respectively. At March 31, 2018 , the unamortized deferred gain associated with the March 2012 interest-rate swap termination was $4.7 , and was classified within long-term debt in our Consolidated Balance Sheets.

25



AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)


Foreign Currency Risk
We may use foreign exchange forward contracts to manage a portion of our foreign currency exchange rate exposures. At March 31, 2018 , we had outstanding foreign exchange forward contracts with notional amounts totaling approximately $83 for various currencies.
We may use foreign exchange forward contracts to manage foreign currency exposure of certain intercompany loans. These contracts are not designated as hedges. The change in fair value of these contracts is immediately recognized in earnings and substantially offsets the foreign currency impact recognized in earnings relating to the associated intercompany loans. During the three months ended March 31, 2018 and 2017, we recorded gains of $.9 and $.5 , respectively, in other expense, net in our Consolidated Statements of Operations related to these undesignated foreign exchange forward contracts. Also during three months ended March 31, 2018 and 2017, we recorded losses of $1.3 and $1.2 , resp ectively, related to the associated intercompany loans, caused by changes in foreign currency exchange rates.
15. DEBT
Revolving Credit Facility
In June 2015, Avon International Operations, Inc. ("AIO"), a wholly-owned domestic subsidiary of the Company, entered into a five -year $400.0 senior secured revolving credit facility (the “2015 facility”). Borrowings under the 2015 facility bear interest, at our option, at a rate per annum equal to LIBOR plus 250 basis points or a floating base rate plus 150 basis points, in each case subject to adjustment based upon a leverage-based pricing grid. In December 2017, AIO entered into an amendment to the 2015 facility, which, among other things, modified the financial covenants (interest coverage and total leverage ratios) to provide the Company additional flexibility. As of March 31, 2018 , there were no amounts outstanding under the 2015 facility.
All obligations of AIO under the 2015 facility are (i) unconditionally guaranteed by each material domestic restricted subsidiary of the Company (other than AIO, the borrower), in each case, subject to certain exceptions and (ii) fully guaranteed on an unsecured basis by the Company. The obligations of AIO and the subsidiary guarantors are secured by first priority liens on and security interest in substantially all of the assets of AIO and the subsidiary guarantors, in each case, subject to certain exceptions.
The 2015 facility will terminate in June 2020; provided, however, that it shall terminate on the 91 st day prior to the maturity of the 6.50% Notes (as defined below) and the 4.60% Notes (as defined below), if on such 91 st day, the applicable notes are not redeemed, repaid, discharged, defeased or otherwise refinanced in full.
The 2015 facility contains affirmative and negative covenants, which are customary for secured financings of this type, as well as financial covenants (interest coverage and total leverage ratios). As of March 31, 2018 , we were in compliance with our interest coverage and total leverage ratios under the 2015 facility, as amended. The amount of the facility available to be drawn down on is reduced by any standby letters of credit granted by AIO, which, as of March 31, 2018 , was approximately $36 . As of March 31, 2018 , based on then applicable interest rates, the entire amount of the remaining 2015 facility, which is approximately $364 , could have been drawn down without violating any covenant.
Public Notes
In March 2013, we issued, in a public offering, $250.0 principal amount of 2.375% Notes due March 15, 2016 (the " 2.375% Notes"), $500.0 principal amount of 4.60% Notes due March 15, 2020 (the " 4.60% Notes"), $500.0 principal amount of 5.00% Notes due March 15, 2023 (the " 5.00% Notes") and $250.0 principal amount of 6.95% Notes due March 15, 2043 (the " 6.95% Notes") (collectively, the "2013 Notes"). In March 2008, we issued $350.0 principal amount of 6.50% Notes due March 1, 2019 (the " 6.50% Notes"). Interest on the 2013 Notes is payable semi-annually on March 15 and September 15 of each year, and interest on the 6.50% Notes are payable semi-annually on March 1 and September 1 of each year.
In August 2015, we prepaid the entire principal amount of our 2.375% Notes plus accrued interest and a make-whole premium. In 2016, we completed cash tender offers totaling to a $300.6 reduction for certain of our outstanding public notes, repurchased $180.5 of certain of our outstanding public notes, and prepaid the remaining principal amounts totaling $238.4 of our 4.20% Notes due July 15, 2018 and our 5.75% Notes due March 1, 2018, plus accrued interest and a make-whole premium (the "2016 debt transactions").
The indenture governing the 2013 Notes contains interest rate adjustment provisions depending on the long-term credit ratings assigned to the 2013 Notes by S&P and Moody's. As described in the indenture, the interest rates on the 2013 Notes increase by .25% for each one-notch downgrade below investment grade on each of our long-term credit ratings assigned to the 2013 Notes by S&P or Moody's. These adjustments are limited to a total increase of 2% above the respective interest rates in effect on the date of issuance of the 2013 Notes. As a result of the long-term credit rating downgrades by S&P and Moody's since issuance of the 2013 Notes, the interest rates on these notes have increased by the maximum allowable increase.

26



AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)


The indentures governing our outstanding notes described above contain certain customary covenants and customary events of default and cross-default provisions. Further, we would be required to make an offer to repurchase all of our outstanding notes described above at a price equal to 101% of their aggregate principal amount plus accrued and unpaid interest in the event of a change in control involving Avon and, at such time, the outstanding notes are rated below investment grade.
Senior Secured Notes
In August 2016, AIO issued, in a private placement exempt from registration under the Securities Act of 1933, as amended, $500.0 in aggregate principal amount of 7.875% Senior Secured Notes, which will mature on August 15, 2022 (the "Senior Secured Notes"). Interest on the Senior Secured Notes is payable semi-annually on February 15 and August 15 of each year.
All obligations of AIO under the Senior Secured Notes are unconditionally guaranteed by each current and future wholly-owned domestic restricted subsidiary of the Company that is a guarantor under the 2015 facility and fully guaranteed on an unsecured basis by the Company. The obligations of AIO and the subsidiary guarantors are secured by first priority liens on and security interest in substantially all of the assets of AIO and the subsidiary guarantors, in each case, subject to certain exceptions.
The indenture governing our Senior Secured Notes contains certain customary covenants and restrictions as well as customary events of default and cross-default provisions. The indenture also contains a covenant requiring AIO and its restricted subsidiaries to, at the end of each year, own at least a certain percentage of the total assets of API and its restricted subsidiaries, subject to certain qualifications. Further, we would be required to make an offer to repurchase all of our Senior Secured Notes, at a price equal to 101% of their aggregate principal amount plus accrued and unpaid interest, in the event of a change in control involving Avon.
Long-Term Credit Ratings
Our long-term credit ratings are: Moody’s ratings of Stable Outlook with B1 for corporate family debt, B3 for senior unsecured debt, and Ba1 for the Senior Secured Notes; S&P ratings of Stable Outlook with B for corporate family debt and senior unsecured debt and BB- for the Senior Secured Notes; and Fitch rating of Negative Outlook with B+, each of which are below investment grade. We do not believe these long-term credit ratings will have a material impact on our near-term liquidity. However, any rating agency reviews could result in a change in outlook or downgrade, which could further limit our access to new financing, particularly short-term financing, reduce our flexibility with respect to working capital needs, affect the market price of some or all of our outstanding debt securities, and likely result in an increase in financing costs, and less favorable covenants and financial terms under our financing arrangements.
16. INCOME TAXES
Our quarterly income tax provision is calculated using an estimated annual effective income tax approach. The quarterly effective tax rate can differ from our estimated annual effective tax rate as the Company cannot apply an effective tax rate approach for all of its operations. For those entities that can apply an effective tax rate approach, as of March 31, 2018, our annual effective tax rate, excluding discrete items, is 26.5% for 2018, as compared to 26.8% for 2017. The remaining entities, which are operations that generate pre-tax losses which cannot be tax benefited and/or have an effective tax rate which cannot be reliably estimated, have to account for their income taxes on a discrete year-to-date basis as of the end of each quarter and are excluded from the effective tax rate approach. The estimated annual effective tax rate for 2018 also excludes the unfavorable impact of withholding taxes associated with certain intercompany payments, including royalties, service charges and dividends, which in the aggregate are relatively consistent each year due to the need to repatriate funds to cover U.S.-based costs, such as interest on debt and corporate overhead. Withholding taxes are accounted for discretely and accrued in the provision for income taxes as they become due.
The provision for income taxes for the three months ended March 31, 2018 and 2017 was $31.5 and $29.8 , respectively. Our effective tax rates for the three months ended March 31, 2018 and 2017 were 302.9% and ( 444.8% ), respectively. The effective tax rates in 2018 and 2017 were impacted by CTI restructuring charges, country mix of earnings and withholding taxes that are relatively consistent. The effective tax rate in 2018 was also negatively impacted by one-time tax reserves of $9.2 associated with our uncertain tax positions.
In its initial analysis of the impacts of the Tax Cuts and Job Act (the “Act”) at year end 2017, the Company made provisional estimates that may be adjusted in future periods as required. As part of the 2017 provisional estimate, we provided for the Global Intangible Low-Taxed Income tax ("GILTI"), a US tax on certain foreign earnings, as a period cost. While still provisional, the first-quarter 2018 provision for income taxes has been calculated treating GILTI as a period cost. The Act has significant complexity. Expected implementation guidance from the Internal Revenue Service, clarifications of state tax law and the information analyzed during the completion of the Company’s 2017 tax return filings could impact these provisional estimates.

27



AVON PRODUCTS, INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(U.S. dollars in millions, except per share data)

When used in this report, the terms "Avon," "Company," "we," "our" or "us" mean, unless the context otherwise indicates, Avon Products, Inc. and its majority, wholly owned and controlled subsidiaries.
OVERVIEW
We are a global manufacturer and marketer of beauty and related products. Our business is conducted primarily in the direct-selling channel. During 2017, we had sales operations in 56 countries and territories, and distributed products in 18 more. All of our consolidated revenue is derived from operations of subsidiaries outside of the United States ("U.S."). Our reportable segments are based on geographic operations in four regions: Europe, Middle East & Africa; South Latin America; North Latin America; and Asia Pacific. Our product categories are Beauty and Fashion & Home. Beauty consists of skincare, fragrance and color (cosmetics). Fashion & Home consists of fashion jewelry, watches, apparel, footwear, accessories, gift and decorative products, housewares, entertainment and leisure products, children’s products and nutritional products. Sales are made to the ultimate consumer principally through direct selling by Representatives, who are independent contractors and not our employees.
During the three months ended March 31, 2018 , revenue increased 5% compared to the prior-year period, benefiting partially from foreign exchange. Constant $ revenue increased 2%. Revenue and Constant $ revenue included a benefit of approximately 6% due to the impact of adopting the new revenue recognition standard. The 6% benefit was driven primarily by (i) the reclassification of fees paid by Representatives for brochures, late payments and payment processing from selling, general and administrative expenses ("SG&A") to revenue, and (ii) the timing of revenue recognition for sales incentives, as revenue recognized during the period for prior quarter sales incentives exceeded revenue deferred during the period for sales incentives not yet satisfied. Constant $ revenue declines in Brazil, the United Kingdom and Mexico were partially offset by growth in Argentina and Turkey. Revenue and Constant $ revenue were impacted by a decrease in Active Representatives of 4%, which was primarily driven by a decline in Brazil, and to a lesser extent, a decline in Mexico. Units sold decreased 3%, driven by declines in Brazil and Mexico.
Ending Representatives decreased by 1%. The decrease in Ending Representatives at March 31, 2018 as compared to the prior-year period was most significantly due to a decline in Brazil, and to a lesser extent, a decline in North Latin America, partially offset by an increase in Europe, Middle East & Africa.
The impact of the new revenue recognition standard was primarily driven by the following accounting changes effective as of January 1, 2018:
Certain of our sales incentives and prospective discounts are now considered to be a separate deliverable, thus initially revenue is deferred generally until delivery of the incentive prize to the Representative or future discounts are realized, and at that time the associated cost is recognized in cost of sales. Historically, the cost of sales incentives was recognized in SG&A over the period that the sales incentive was earned; and
Fees paid by Representatives to the Company for brochures, late payments and payment processing are now reflected as revenue, rather than reflected as a reduction of SG&A. The associated cost for brochures that are sold is now recognized in cost of sales rather than in SG&A. Further, the fees and costs associated with brochures are now recognized upon delivery to the Representatives, rather than recognized over the campaign length.
See Note 1, Accounting Policies, to the Consolidated Financial Statements included herein for additional information on the new revenue recognition standard.
See "Segment Review" in this management's discussion and analysis of financial condition and results of operations ("MD&A") for additional information related to changes in revenue by segment.
Transformation Plan
In January 2016, we initiated a transformation plan (the “Transformation Plan”) in order to enable us to achieve our long-term goals of mid-single-digit Constant $ revenue growth and low double-digit operating margin. The Transformation Plan included three pillars: invest in growth, reduce costs in an effort to continue to improve our cost structure and improve our financial resilience.
The Transformation Plan was designed to focus on cost savings and financial resilience in the first year, in order to support future investment in growth. In 2016, we estimate that we achieved cost savings of $120 before taxes when comparing to our

28


AVON PRODUCTS, INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(U.S. dollars in millions, except per share data)



costs in 2015, and we significantly strengthened the balance sheet. In 2017, we estimate that we achieved cost savings of $255 before taxes when comparing to our costs in 2015. These savings include both run-rate savings from 2016, along with in-year savings from current year initiatives. These savings have mostly been offset by the impact of inflation.
In addition, during the first quarter of 2018, we estimate that we achieved cost savings of $15 before taxes, and we expect to achieve our cost savings target of $65 before taxes for 2018. These savings include both run-rate savings from 2017, along with in-year savings from current year initiatives.
In connection with the actions and associated savings discussed above, we have incurred costs to implement ("CTI") restructuring initiatives of approximately $178 before taxes associated with the Transformation Plan to-date. In connection with the restructuring actions approved to-date associated with the Transformation Plan, we expect to realize annualized cost savings of an estimated $120 to $130 before taxes, when comparing to our costs in 2015 before the Transformation Plan initiated. Also associated with the restructuring actions, during the first quarter of 2018, we realized cost savings of an estimated $25 before taxes, when comparing to our costs in 2015 before the Transformation Plan initiated. We are expected to achieve the majority of the annualized savings in 2018. In addition, we have realized savings from other cost-savings strategies that did not result in restructuring charges. For the market closures in Australia, New Zealand and Thailand, the expected annualized savings represented the operating loss no longer included within Avon's operating results as a result of no longer operating in the respective market. For actions that did not result in the closure of a market, the annualized savings represent the net reduction of expenses that will no longer be incurred by Avon. For additional details on restructuring initiatives, see Note 11, Restructuring Initiatives, to the Consolidated Financial Statements included herein.     
NEW ACCOUNTING STANDARDS
Information relating to new accounting standards is included in Note 1, Accounting Policies, to the Consolidated Financial Statements included herein.
RESULTS OF OPERATIONS—THE THREE MONTHS ENDED MARCH 31, 2018 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2017
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 and underlying business results. 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 constant exchange rates, which are updated on an annual basis as part of our budgeting process. Foreign currency impact is determined as the difference between actual growth rates and Constant $ growth rates.
We also present gross margin, selling, general and administrative expenses as a percentage of revenue, operating profit, operating margin, income (loss) before taxes, income taxes and effective tax rate 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. See "Reconciliation of Non-GAAP Financial Measures" within "Results of Operations - Consolidated" in this MD&A for this quantitative reconciliation.
The Company uses the Non-GAAP financial measures to evaluate its operating performance. These Non-GAAP measures should not be considered in isolation, or as a substitute for, or superior to, financial measures calculated in accordance with GAAP. The 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 Company believes that it is meaningful for investors to be made aware of the impacts of 1) CTI restructuring initiatives; and 2) one-time tax reserves associated with our uncertain tax positions ("Special tax items").
The Special tax items includes the impact on the provision for income taxes in our Consolidated Statements of Operations during 2018 due to one-time tax reserves of approximately $9 associated with our uncertain tax positions.
See Note 11, Restructuring Initiatives and "Effective Tax Rate" in this MD&A for more information on these items.

29


AVON PRODUCTS, INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(U.S. dollars in millions, except per share data)



 
 
Three Months Ended March 31,
 
 
2018
 
2017
 
%/Basis Point
Change
Select Consolidated Financial Information
 
 
 
 
 
 
Total revenue
 
$
1,393.5

 
$
1,333.1

 
5
 %
Cost of sales
 
579.7

 
517.1

 
12
 %
Selling, general and administrative expenses
 
768.9

 
786.2

 
(2
)%
Operating profit
 
44.9

 
29.8

 
51
 %
Interest expense
 
36.2

 
35.1

 
3
 %
Interest income
 
(4.2
)
 
(4.7
)
 
(11
)%
Other expense, net
 
2.5

 
6.1

 
(59
)%
Income (loss) before taxes
 
10.4

 
(6.7
)
 
*

Net loss attributable to Avon
 
$
(20.3
)
 
$
(36.5
)
 
44
 %
 
 
 
 
 
 
 
Diluted loss per share attributable to Avon
 
$
(.06
)
 
$
(.10
)
 
40
 %
 
 
 
 
 
 
 
Advertising expenses (1)
 
$
29.1

 
$
30.1

 
(3
)%
 
 
 
 
 
 
 
Reconciliation of Non-GAAP Financial Measures
 
 
 
 
Gross margin
 
58.4
 %
 
61.2
 %
 
(280
)
CTI restructuring
 

 

 

Adjusted gross margin
 
58.4
 %
 
61.2
 %
 
(280
)
 
 
 
 
 
 
 
Selling, general and administrative expenses as a % of total revenue
 
55.2
 %
 
59.0
 %
 
(380
)
CTI restructuring
 
(.8
)
 
(.8
)
 

Adjusted selling, general and administrative expenses as a % of total revenue
 
54.4
 %
 
58.2
 %
 
(380
)
 
 
 
 
 
 
 
Operating profit
 
$
44.9

 
$
29.8

 
51
 %
CTI restructuring
 
10.9

 
10.0

 


Adjusted operating profit
 
$
55.8

 
$
39.8

 
40
 %
 
 
 
 
 
 
 
Operating margin
 
3.2
 %
 
2.2
 %
 
100

CTI restructuring
 
.8

 
.8

 

Adjusted operating margin
 
4.0
 %
 
3.0
 %
 
100

 
 
 
 
 
 
 
Change in Constant $ Adjusted operating margin (2)
 
 
 
 
 
.7

 
 
 
 
 
 
 
Income (loss) before taxes
 
$
10.4

 
$
(6.7
)
 
*

CTI restructuring
 
10.9

 
10.0

 


Adjusted income before taxes
 
$
21.3

 
$
3.3

 
*

 
 
 
 
 
 
 
Income taxes
 
$
(31.5
)
 
$
(29.8
)
 
6
 %
CTI restructuring
 
(2.1
)
 
(1.0
)
 
 
Special tax items
 
9.2

 

 
 
Adjusted income taxes
 
$
(24.4
)
 
$
(30.8
)
 
(21
)%
 
 
 
 
 
 
 
Effective tax rate
 
302.9
 %
 
(444.8
)%
 
 
Adjusted effective tax rate
 
114.6
 %
 
933.3
 %
 
 
 
 
 
 
 
 
 
Performance Metrics
 
 
 
 
 
 
Change in Active Representatives
 
 
 
 
 
(4
)%
Change in units sold
 
 
 
 
 
(3
)%
Change in Ending Representatives
 
 
 
 
 
(1
)%
* Calculation not meaningful
Amounts in the table above may not necessarily sum due to rounding.
(1)
Advertising expenses are recorded in selling, general and administrative expenses.
(2)
Change in Constant $ Adjusted operating margin for all years presented is calculated using the current-year Constant $ rates.

30



AVON PRODUCTS, INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(U.S. dollars in millions, except per share data)



Three Months Ended March 31, 2018
Revenue
During the three months ended March 31, 2018 , revenue increased 5% compared to the prior-year period, benefiting partially from foreign exchange. Constant $ revenue increased 2%. Revenue and Constant $ revenue included a benefit of approximately 6% due to the impact of adopting the new revenue recognition standard. The 6% benefit was driven primarily by (i) the reclassification of fees paid by Representatives for brochures, late payments and payment processing from SG&A, and (ii) the timing of revenue recognition for sales incentives, as revenue recognized during the period for prior quarter sales incentives exceeded revenue deferred during the period for sales incentives not yet satisfied. Constant $ revenue declines in Brazil, the United Kingdom and Mexico were partially offset by growth in Argentina and Turkey. Revenue and Constant $ revenue were impacted by a decrease in Active Representatives of 4%, which was primarily driven by a decline in Brazil, and to a lesser extent, a decline in Mexico. Units sold decreased 3%, driven by declines in Brazil and Mexico.
Ending Representatives decreased by 1%. The decrease in Ending Representatives at March 31, 2018 as compared to the prior-year period was most significantly due to a decline in Brazil, and to a lesser extent, a decline in North Latin America, partially offset by an increase in Europe, Middle East & Africa.
The impact of the new revenue recognition standard was primarily driven by the following accounting changes effective as of January 1, 2018:
Certain of our sales incentives and prospective discounts are now considered to be a separate deliverable, thus initially revenue is deferred generally until delivery of the incentive prize to the Representative or future discounts are realized, and at that time the associated cost is recognized in cost of sales. Historically, the cost of sales incentives was recognized in SG&A over the period that the sales incentive was earned; and
Fees paid by Representatives to the Company for brochures, late payments and payment processing are now reflected as revenue, rather than reflected as a reduction of SG&A. The associated cost for brochures that are sold is now recognized in cost of sales rather than in SG&A. Further, the fees and costs associated with brochures are now recognized upon delivery to the Representatives, rather than recognized over the campaign length.
See Note 1, Accounting Policies, to the Consolidated Financial Statements included herein for additional information on the new revenue recognition standard.
On a category basis, our net sales from reportable segments and associated growth rates were as follows:
 
Three Months Ended March 31,
 
% Change
 
2018
 
2017
 
US$
 
Constant $
Beauty:
 
 
 
 
 
 
 
Skincare
$
389.1

 
$
381.7

 
2
 %
 
(1
)%
Fragrance
354.0

 
342.0

 
4

 
1

Color
235.7

 
239.2

 
(1
)
 
(5
)
Total Beauty
978.8

 
962.9

 
2

 
(1
)
Fashion & Home:
 
 
 
 
 
 
 
Fashion
188.6

 
191.9

 
(2
)
 
(5
)
Home
129.4

 
133.1

 
(3
)
 
(3
)
Total Fashion & Home
318.0

 
325.0

 
(2
)
 
(4
)
Net sales from reportable segments
$
1,296.8

 
$
1,287.9

 
1

 
(2
)
Net sales from Other operating segments and business activities
12.8

 
10.2

 
25

 
20

Net sales
$
1,309.6

 
$
1,298.1

 
1

 
(2
)
See “Segment Review” in this MD&A for additional information related to changes in revenue by segment.
Operating Margin
Operating margin and Adjusted operating margin increased 100 basis points, compared to the same period of 2017, including a benefit of 120 basis points due to the impact of adopting the new revenue recognition standard. The 120 basis point benefit was driven by the net positive contribution to operating margin of prior quarter sales incentives satisfied during the period and sales incentives deferred during the period, impacted by the mix of products. The changes in operating margin and Adjusted operating margin include the benefits associated with the Transformation Plan, primarily reductions in headcount, as well as

31



AVON PRODUCTS, INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(U.S. dollars in millions, except per share data)



other cost reductions. These savings were partially offset by the inflationary impact on costs outpacing revenue growth. The increases in operating margin and Adjusted operating margin are discussed further below in "Gross Margin" and "Selling, General and Administrative Expenses."
Gross Margin
Gross margin and Adjusted gross margin decreased 280 basis points, compared to the same period of 2017, including a decline of 310 basis points due to the impact of adopting the new revenue recognition standard. The 310 basis point decline was driven by (i) the timing of revenue recognition for sales incentives, as described above, and reclassification of costs from SG&A to cost of sales; and (ii) the reclassification of brochures fees and associated costs from SG&A to other revenue and cost of sales, respectively.
Gross margin and Adjusted gross margin were primarily impacted by the following:
an increase of 80 basis points due to the favorable net impact of mix and pricing, driven by inflationary pricing in South Latin America; and
an increase of approximately 10 basis points due to the net favorable impact of foreign currency translation and foreign currency transaction losses.
These items were partially offset by the following:
a decrease of 70 basis points due to higher supply chain costs, driven by higher material costs primarily in South Latin America and Europe, Middle East and Africa.
Selling, General and Administrative Expenses
Selling, general and administrative expenses as a percentage of revenue and Adjusted selling, general, and administrative expenses as a percentage of revenue decreased 380 basis points and 390 basis points, respectively, compared to the same period of 2017, in each case including a benefit of 430 basis points due to the impact of adopting the new revenue recognition standard. The 430 basis point benefit was driven by (i) the timing of revenue recognition for sales incentives, as described above, and reclassification of costs from SG&A to cost of sales; and (ii) the reclassification of brochures fees and associated costs from SG&A to other revenue and cost of sales, respectively.
Selling, general and administrative expenses as a percentage of revenue and Adjusted selling, general, and administrative expenses as a percentage of revenue were primarily impacted by the following:
an increase of 90 basis points due to higher Representative, sales leader and field expense, driven primarily by Brazil to support efforts to activate the field and Europe, Middle East & Africa due to increased investment and higher payouts to the field in Russia and Turkey compared to the prior-year period;
an increase of 30 basis points from higher net brochure cost, primarily due to an increase in brochure volumes in Brazil; and
an increase of approximately 10 basis points due to the net unfavorable impact of foreign currency translation and foreign currency transaction losses.
These items were partially offset by the following:
a decrease of 90 basis points from lower bad debt expense, driven by Brazil as the prior-year period was impacted by lower than anticipated collection of receivables.
Our expenses associated with employee incentive compensation plans did not have a significant year-on-year impact, as a benefit of approximately $6 associated with a change in the way that we record our accrual in interim periods for 2018 employee incentive compensation plans was offset by an approximate $6 true-up to the accrual for 2017 employee incentive compensation plans which were paid in 2018. Our accrual for 2018 employee incentive compensation plan uses a phased approach that takes into account the relative contribution of the quarter’s performance to the total annual target.
Other Expenses
Interest expense increased $1 and interest income decreased by less than $1 compared to the prior-year period.
Other expense, net, decreased by approximately $4 compared to the prior-year period, primarily due to approximately $4 recorded for our proportionate share of New Avon's losses during the three months ended March 31, 2017. As the recorded investment balance in New Avon was zero at the end of the third quarter of 2017, we have not recorded any additional losses

32



AVON PRODUCTS, INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(U.S. dollars in millions, except per share data)



associated with New Avon since the third quarter of 2017. See Note 3, Investment in New Avon, to the Consolidated Financial Statements included herein for more information on New Avon.
Effective Tax Rate
The effective tax rates and the Adjusted effective tax rates in 2018 and 2017 continue to be impacted by our inability to recognize additional deferred tax assets in various jurisdictions related to our current-year operating results. In addition, the effective tax rates and the Adjusted effective tax rates in 2018 and 2017 continue to be impacted by withholding taxes associated with certain intercompany payments, including royalties, service charges and dividends, which in the aggregate are relatively consistent each year due to the need to repatriate funds to cover U.S.-based costs, such as interest on debt and corporate overhead. These factors resulted in unusually high effective tax rates and the Adjusted effective tax rates in 2018 and 2017.
Our effective tax rates for the three months ended March 31, 2018 and 2017 were 302.9% and (444.8%), respectively. The effective tax rates in 2018 and 2017 were also impacted by CTI restructuring charges, country mix of earnings and withholding taxes that are relatively consistent. The effective tax rate in 2018 was also negatively impacted by one-time tax reserves of approximately $9 associated with our uncertain tax positions.
Our Adjusted effective tax rates for the three months ended March 31, 2018 and 2017 were 114.6% and 933.3%, respectively. While the Adjusted effective tax rate is still high during the three months ended March 31, 2018, both the Adjusted effective tax rate and the absolute amount of Adjusted income taxes declined relative to 2017, as a result of our global business transformation.
See Note 16, Income Taxes, to the Consolidated Financial Statements included herein for more information on the effective tax rate, and Note 11, Restructuring Initiatives, to the Consolidated Financial Statements included herein for more information on CTI restructuring.
Impact of Foreign Currency
As compared to the prior-year period, foreign currency has impacted our consolidated financial results in the form of:
foreign currency transaction losses (classified within cost of sales, and SG&A in our Consolidated Statements of Operations), which had an unfavorable impact to operating profit and Adjusted operating profit of approximately $5, or approximately 20 basis points to operating margin and Adjusted operating margin;
foreign currency translation, which had a favorable impact to operating profit and Adjusted operating profit of approximately $5, or approximately 20 basis points to operating margin and Adjusted operating margin; and
lower foreign exchange net gains on our working capital (classified within other expense, net in our Consolidated Statements of Operations) as compared to the prior year, resulting in an immaterial unfavorable impact before tax on both a reported and Adjusted basis.
Segment Review
We determine segment profit by deducting the related costs and expenses from segment revenue. Segment profit includes an allocation of global marketing expenses based on actual revenues. Segment profit excludes global expenses other than the allocation of marketing, CTI restructuring initiatives, certain significant asset impairment charges, and other items, which are not allocated to a particular segment, if applicable. This is consistent with the manner in which we assess our performance and allocate resources. See Note 9, Segment Information, to the Consolidated Financial Statements included herein for a reconciliation of segment profit to operating profit.

33



AVON PRODUCTS, INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(U.S. dollars in millions, except per share data)



Europe, Middle East & Africa
 
Three Months Ended March 31,
 
 
 
 
 
%/Basis Point Change
 
2018
 
2017
 
US$
 
Constant $
Total revenue
$
568.4

 
$
507.5

 
12
 %
 
2
 %
Segment profit
74.4

 
73.5

 
1
 %
 
(10
)%
 
 
 
 
 
 
 
 
Segment margin
13.1
%
 
14.5
%
 
(140
)
 
(170
)
 
 
 
 
 
 
 
 
Change in Active Representatives
 
 
 
 
 
 
(1
)%
Change in units sold
 
 
 
 
 
 
1
 %
Change in Ending Representatives
 
 
 
 
 
 
3
 %
Amounts in the table above may not necessarily sum due to rounding.
Three Months Ended March 31, 2018
Total revenue increased 12% compared to the prior-year period, primarily due to the favorable impact of foreign exchange which was primarily driven by the weakening of the U.S. dollar relative to multiple currencies. On a Constant $ basis, revenue increased 2%. Revenue and Constant $ revenue included a benefit of approximately 5% due to the impact of adopting the new revenue recognition standard. Revenue and Constant $ revenue were negatively impacted by a decrease in Active Representatives and lower average order. The increase in Ending Representatives was primarily driven by increases in Turkey and Russia, partially offset by a decline in the Ukraine.
In Russia, revenue increased 9%, partially due to the favorable impact of foreign exchange. On a Constant $ basis, Russia's revenue increased 4%. Russia's revenue and Constant $ revenue included a benefit of approximately 8% due to the impact of adopting the new revenue recognition standard. Revenue and Constant $ revenue in Russia were negatively impacted by lower average order and a decrease in Active Representatives. The revenue and Constant $ revenue decline in Russia was also impacted by continued competitive pressures and decline in the Fashion & Home category. In the United Kingdom, revenue increased 1%, benefiting from the favorable impact of foreign exchange. On a Constant $ basis, the United Kingdom's revenue declined 9%. The United Kingdom's revenue and Constant $ revenue included a benefit of 5% due to the impact of adopting the new revenue recognition standard. Revenue and Constant $ revenue in the United Kingdom were negatively impacted by a decrease in Active Representatives.
In South Africa, revenue grew 15%, primarily due to the favorable impact of foreign exchange. On a Constant $ basis, South Africa's revenue grew 2%. South Africa's revenue and Constant $ revenue included a benefit of 3% due to the impact of adopting the new revenue recognition standard. Revenue and Constant $ revenue in South Africa were negatively impacted by lower average order, partially offset by an increase in Active Representatives.
Segment margin decreased 140 basis points, or 170 basis points on a Constant $ basis, including a benefit of 70 basis points due to the impact of the new revenue recognition standard. The decrease in reported and Constant $ segment margin was primarily as a result of:
a decline of 200 basis points due to lower gross margin primarily caused by 120 basis points from higher supply chain costs driven by higher material costs and 100 basis points from the unfavorable impact of foreign currency transaction net losses;
a decline of 50 basis points due to higher transportation costs, driven primarily by further increases in delivery rates in Russia;
a decline of 40 basis points due to the higher Representative, sales leader and field expense in Russia and Turkey, driven by increased investment and higher payouts to the field compared to the prior-year period; and
a benefit of 20 basis points from lower advertising expense.

34



AVON PRODUCTS, INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(U.S. dollars in millions, except per share data)



South Latin America
 
Three Months Ended March 31,
 
 
 
 
 
%/Basis Point Change
 
2018
 
2017
 
US$
 
Constant $
Total revenue
$
497.1

 
$
499.2

 
 %
 
4
 %
Segment profit
27.2

 
13.7

 
99
 %
 
*

 
 
 
 
 
 
 
 
Segment margin
5.5
%
 
2.7
%
 
280

 
290

 
 
 
 
 
 
 
 
Change in Active Representatives
 
 
 
 
 
 
(6
)%
Change in units sold
 
 
 
 
 
 
(5
)%
Change in Ending Representatives
 
 
 
 
 
 
(3
)%
* Calculation not meaningful
Amounts in the table above may not necessarily sum due to rounding.
Three Months Ended March 31, 2018
Total revenue was relatively unchanged compared to the prior-year period, including the unfavorable impact of foreign exchange, which was primarily driven by the strengthening of the U.S. dollar relative to the Argentinian peso and the Brazilian real. On a Constant $ basis, revenue increased 4%. Revenue and Constant $ revenue included a benefit of approximately 9% due to the impact of adopting the new revenue recognition standard. Revenue and Constant $ revenue were negatively impacted by a decrease in Active Representatives, partially offset by higher average order driven by Argentina. The decline in Ending Representatives was primarily driven by a decline in Brazil.
Revenue in Brazil decreased 4%, unfavorably impacted by foreign exchange. On a Constant $ basis, Brazil's revenue decreased 1%. Brazil's revenue and Constant $ revenue included a benefit of approximately 11% due to the impact of adopting the new revenue recognition standard. Revenue and Constant $ revenue in Brazil were negatively impacted by a decrease in Active Representatives, as well as lower average order. On a Constant $ basis, Brazil’s sales from Beauty products and Fashion & Home products declined 2% and 2%, respectively, including a benefit due to the impact of the new revenue recognition standard. The decline in Constant $ Beauty sales in Brazil was driven by weaker performance in Color, which was negatively impacted by competition. Although the challenging macroeconomic environment has seen some improvement, it continues to impact revenue and Constant $ revenue in Brazil, as well as Active Representatives and Ending Representatives. In addition, revenue and Constant $ revenue in Brazil, as well as Active Representatives and Ending Representatives, were also impacted by lower Representative satisfaction. Revenue in Argentina declined 1%, unfavorably impacted by foreign exchange. On a Constant $ basis, Argentina's revenue grew 24%. Argentina's revenue and Constant $ revenue included a benefit of approximately 5% due to the impact of adopting the new revenue recognition standard. Revenue and Constant $ revenue in Argentina benefited from higher average order, which was impacted by the continuous inflationary impact on pricing.
Segment margin increased 280 basis points, or 290 basis points on a Constant $ basis, including a benefit of 120 basis points due to the impact of adopting the new revenue recognition standard. The increase in reported and Constant $ segment margin was primarily as a result of:
a benefit of 250 basis points from lower bad debt expense, primarily in Brazil, as the prior-year period was impacted by lower than anticipated collection of receivables;
a benefit of 170 basis points due to higher gross margin primarily caused by 120 basis points from the favorable net impact of mix and pricing driven by inflationary pricing and 80 basis points from the favorable impact of foreign currency transaction net gains. These items were partially offset by 50 basis points due to higher supply chain costs driven by higher material costs;
a decline of 160 basis points due to higher Representative, sales leader and field expense, driven by Brazil to support efforts to maintain field activity and product launches; and
a decline of 110 basis points due to higher net brochure cost, primarily due to an increase in brochure volumes in Brazil.

35



AVON PRODUCTS, INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(U.S. dollars in millions, except per share data)



North Latin America
 
Three Months Ended March 31,
 
 
 
 
 
%/Basis Point Change
 
2018
 
2017
 
US$
 
Constant $
Total revenue
$
195.6

 
$
193.2

 
1
 %
 
(3
)%
Segment profit
20.8

 
21.4

 
(3
)%
 
(8
)%
 
 
 
 
 
 
 
 
Segment margin
10.6
%
 
11.1
%
 
(50
)
 
(60
)
 
 
 
 
 
 
 
 
Change in Active Representatives
 
 
 
 
 
 
(6
)%
Change in units sold
 
 
 
 
 
 
(10
)%
Change in Ending Representatives
 
 
 
 
 
 
(5
)%
Amounts in the table above may not necessarily sum due to rounding.
Three Months Ended March 31, 2018
North Latin America consists largely of our Mexico business. Total revenue for the segment increased 1% compared to the prior-year period, benefiting from the favorable impact of foreign exchange, which was primarily driven by the weakening of the U.S. dollar relative to the Mexican peso. On a Constant $ basis, revenue decreased 3%. Revenue and constant dollar revenue included a benefit of approximately 5% due to the impact of the adopting new revenue recognition standard. Revenue and Constant $ revenue were negatively impacted by a decrease in Active Representatives, and to a lesser extent, by lower average order. Revenue in Mexico increased 6%, which was favorably impacted by foreign exchange. On a Constant $ basis, Mexico's revenue decreased 1%. Mexico's revenue and Constant $ revenue included a benefit of approximately 5% due to the impact of the new revenue recognition standard. Revenue and Constant $ revenue in Mexico were negatively impacted by a decrease in Active Representatives primarily due to quality issues in the Fashion & Home category.
Segment margin decreased 50 basis points, or 60 basis points on a Constant $ basis, including a benefit of 110 basis points due to the impact of adopting the new revenue recognition standard. The decrease in reported and Constant $ segment margin was primarily as a result of:
a net decline of 210 basis points primarily due to the impact of the Constant $ revenue decline causing deleverage of our fixed expenses;
a decline of 80 basis points primarily related to the net impact of declining revenue with respect to transportation costs, primarily due to an increase in fuel prices in Mexico;
a benefit of 50 basis points due to higher gross margin caused primarily by 160 basis points from the favorable net impact of mix and pricing, partially offset by 140 basis points due to higher supply chain costs driven by higher material costs;
a benefit of 40 basis points due to savings in brochure expense; and
a benefit of 30 basis points from lower advertising expense as compared to the prior-year period.
Asia Pacific
 
Three Months Ended March 31,
 
 
 
 
 
%/Basis Point Change
 
2018
 
2017
 
US$
 
Constant $
Total revenue
$
111.4

 
$
113.4

 
(2
)%
 
(3
)%
Segment profit
10.4

 
13.3

 
(22
)%
 
(16
)%
 
 
 
 
 
 
 
 
Segment margin
9.3
%
 
11.7
%
 
(240
)
 
(170
)
 
 
 
 
 
 
 
 
Change in Active Representatives
 
 
 
 
 
 
(1
)%
Change in units sold
 
 
 
 
 
 
(5
)%
Change in Ending Representatives
 
 
 
 
 
 
(2
)%
Amounts in the table above may not necessarily sum due to rounding.

36



AVON PRODUCTS, INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(U.S. dollars in millions, except per share data)



Effective in the first quarter of 2018, given that we will exit Australia and New Zealand during 2018, the results of Australia and New Zealand are now reported in Other operating segments and business activities for all periods presented, while previously the results had been reported in the Asia Pacific segment. The impact was not material to Asia Pacific or Other operating segments and business activities and is consistent with how we present other market exits.
Three Months Ended March 31, 2018
Total revenue decreased 2% compared to the prior-year period, despite the favorable impact of foreign exchange. On a Constant $ basis, revenue decreased 3%. Revenue and constant dollar revenue included a decline of 1% due to the impact of adopting the new revenue recognition standard. Revenue and Constant $ revenue were negatively impacted by a decrease in Active Representatives, most significantly in Malaysia, and lower average order. The decline in Ending Representatives was primarily driven by a decline in Malaysia. Revenue in the Philippines declined 5%, negatively impacted by the unfavorable impact of foreign exchange. On a Constant $ basis, revenue in the Philippines declined 2%. Revenue and Constant $ revenue in the Philippines included a benefit of 1% due to the impact of adopting the new revenue recognition standard. Revenue and Constant $ revenue in the Philippines were negatively impacted by lower average order, partially offset by an increase in Active Representatives. Revenue and Constant $ revenue in the region and the Philippines was also negatively impacted by inventory system implementation issues resulting in service disruption.
Segment margin decreased 240 basis points, or 170 basis points on a Constant $ basis, including a decline of 40 basis points due to the impact of adopting the new revenue recognition standard. The decrease in reported and Constant $ segment margin was primarily as a result of:
a decline of 130 basis points related to higher Representative, sales leader and field expense, primarily due to investments in store upgrades and e-commerce in China;
a decline of 80 basis points primarily due to the impact of the Constant $ revenue decline causing deleverage of our fixed expenses;
a decline of 70 basis points due to higher advertising expense, primarily in the Philippines, related to television advertising associated with our Color category; and
a benefit of 150 basis points due to higher gross margin caused by 140 basis points from benefits in supply chain costs due to lower obsolescence and overhead costs.
LIQUIDITY AND CAPITAL RESOURCES
Our principal sources of funds historically have been cash flows from operations, public offerings of notes, bank financings, issuance of commercial paper, borrowings under lines of credit and a private placement of notes. At March 31, 2018 , we had cash and cash equivalents totaling approximately $773 . We believe that our sources of funding will be sufficient to satisfy our currently anticipated cash requirements through at least the next twelve months.
We may seek to repurchase our equity or to retire our outstanding debt in open market purchases, privately negotiated transactions, through derivative instruments, cash tender offers or otherwise. Repurchases of equity and debt may be funded by the incurrence of additional debt or the issuance of equity (including shares of preferred stock) or convertible securities and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors, and the amounts involved may be material. We may also elect to incur additional debt or issue equity (including shares of preferred stock) or convertible securities to finance ongoing operations or to meet our other liquidity needs. Any issuances of equity (including shares of preferred stock) or convertible securities could have a dilutive effect on the ownership interest of our current shareholders and may adversely impact earnings per share in future periods. Our credit ratings were downgraded during the past several years, which may impact our ability to access such transactions on favorable terms, if at all. For more information, see "Risk Factors - Our credit ratings were downgraded during the past several years, which could limit our access to financing, affect the market price of our financing and increase financing costs. A further downgrade in our credit ratings may adversely affect our access to liquidity," "Risk Factors - Our indebtedness and any future inability to meet any of our obligations under our indebtedness, could adversely affect us by reducing our flexibility to respond to changing business and economic conditions," and "Risk Factors - A general economic downturn, a recession globally or in one or more of our geographic regions or markets or sudden disruption in business conditions or other challenges may adversely affect our business, our access to liquidity and capital, and our credit ratings" contained in our 2017 Form 10-K.
Our liquidity could also be negatively impacted by restructuring initiatives, dividends, capital expenditures, acquisitions, and certain contingencies, including any legal or regulatory settlements, described more fully in Note 7, Contingencies, to the Consolidated Financial Statements included herein. See our Cautionary Statement for purposes of the “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995 contained in this report.  

37



AVON PRODUCTS, INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(U.S. dollars in millions, except per share data)



Cash Flows
Net Cash Used by Continuing Operating Activities
Net cash used by continuing operating activities during the first three months of 2018 was approximately $96, as compared to approximately $80 during the first three months of 2017.
The approximate $16 unfavorable impact to the year-over-year comparison of net cash used by continuing operating activities was primarily due to an increase in working capital, most significantly from higher inventory levels.
Net Cash Used by Continuing Investing Activities
Net cash used by continuing investing activities during the first three months of 2018 was approximately $27, as compared to approximately $22 during the first three months of 2017. The approximate $5 increase to net cash used by continuing investing activities was primarily due to higher capital expenditures.
Net Cash Provided (Used) by Continuing Financing Activities
Net cash provided by continuing financing activities during the first three months of 2018 was less than $1, as compared to net cash used by continuing financing activities of approximately $5 during the first three months of 2017. The approximate $6 benefit in to net cash provided (used) by continuing financing activities was primarily due to lower repurchases of common stock relating to employee stock compensation.
Capital Resources
Revolving Credit Facility
In June 2015, Avon International Operations, Inc. ("AIO"), a wholly-owned domestic subsidiary of the Company, entered into a five-year $400.0 senior secured revolving credit facility (the “2015 facility”). Borrowings under the 2015 facility bear interest, at our option, at a rate per annum equal to LIBOR plus 250 basis points or a floating base rate plus 150 basis points, in each case subject to adjustment based upon a leverage-based pricing grid. In December 2017, AIO entered into an amendment to the 2015 facility, which, among other things, modified the financial covenants (interest coverage and total leverage ratios) to provide the Company additional flexibility. As of March 31, 2018 , there were no amounts outstanding under the 2015 facility.
All obligations of AIO under the 2015 facility are (i) unconditionally guaranteed by each material domestic restricted subsidiary of the Company (other than AIO, the borrower), in each case, subject to certain exceptions and (ii) fully guaranteed on an unsecured basis by the Company. The obligations of AIO and the subsidiary guarantors are secured by first priority liens on and security interest in substantially all of the assets of AIO and the subsidiary guarantors, in each case, subject to certain exceptions.
The 2015 facility will terminate in June 2020; provided, however, that it shall terminate on the 91 st day prior to the maturity of the 6.50% Notes (as defined above) and the 4.60% Notes (as defined above), if on such 91 st day, the applicable notes are not redeemed, repaid, discharged, defeased or otherwise refinanced in full.
The 2015 facility contains affirmative and negative covenants, which are customary for secured financings of this type, as well as financial covenants (interest coverage and total leverage ratios). As of March 31, 2018 , we were in compliance with our interest coverage and total leverage ratios under the 2015 facility, as amended. The amount of the facility available to be drawn down on is reduced by any standby letters of credit granted by AIO, which, as of March 31, 2018 , was approximately $36 . As of March 31, 2018 , based on then applicable interest rates, the entire amount of the remaining 2015 facility, which is approximately $364 , could have been drawn down without violating any covenant. Depending on our business results (including the impact of any adverse foreign exchange movements and significant restructuring charges), it is possible that we may be non-compliant with our interest coverage or total leverage ratio absent the Company undertaking other alternatives to avoid noncompliance, such as obtaining additional amendments to the 2015 facility or repurchasing certain debt. If we were to be non-compliant with our interest coverage or total leverage ratio, we would no longer have access to our 2015 facility and our credit ratings may be downgraded. As of March 31, 2018 , there were no amounts outstanding under the 2015 facility.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT STRATEGIES
Interest Rate Risk
In the past we have used interest-rate swaps to manage our interest rate exposure. The interest-rate swaps were used to either convert our fixed rate borrowing to a variable interest rate or to unwind an existing variable interest-rate swap on a fixed rate borrowing. As of March 31, 2018 , we do not have any interest-rate swap agreements. Approximately 14% and 1% of our debt portfolio at March 31, 2018 and December 31, 2017, respectively, was exposed to floating interest rates.

38



AVON PRODUCTS, INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(U.S. dollars in millions, except per share data)



Foreign Currency Risk
We conduct business globally, with operations in various locations around the world. Over the past three years, all of our consolidated revenue was derived from operations of subsidiaries outside of the U.S. The functional currency for most of our foreign operations is their local currency. We may reduce our exposure to fluctuations in cash flows associated with changes in foreign exchange rates by creating offsetting positions, including through the use of derivative financial instruments.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Statements in this report (or in the documents it incorporates by reference) that are not historical facts or information may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "estimate," "project," "forecast," "plan," "believe," "may," "expect," "anticipate," "intend," "planned," "potential," "can," "expectation," "could," "will," "would" and similar expressions, or the negative of those expressions, may identify forward looking statements. They include, among other things, statements regarding our anticipated or expected results, future financial performance, various strategies and initiatives (including our Transformation Plan, stabilization strategies, cost savings initiatives, restructuring and other initiatives and related actions), costs and cost savings, competitive advantages, impairments, the impact of foreign currency, including devaluations, and other laws and regulations, government investigations, internal investigations and compliance reviews, results of litigation, contingencies, taxes and tax rates, potential alliances 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 the 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. Therefore, you should not rely on any of these forward-looking statements as predictors of future events. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:
our ability to improve our financial and operational performance and execute fully our global business strategy, including our ability to implement the key initiatives of, and/or realize the projected benefits (in the amounts and time schedules we expect) from, our transformation plan, stabilization strategies, cost savings initiatives, restructuring and other initiatives, product mix and pricing strategies, enterprise resource planning, customer service initiatives, sales and operation planning process, outsourcing strategies, Internet platform and technology strategies including e-commerce, marketing and advertising strategies, information technology and related system enhancements and cash management, tax, foreign currency hedging and risk management strategies, and any plans to invest these projected benefits ahead of future growth;
our ability to achieve the anticipated benefits of our strategic partnership with Cerberus Capital Management, L.P.;
our broad-based geographic portfolio, which is heavily weighted towards emerging markets, a general economic downturn, a recession globally or in one or more of our geographic regions or markets, such as Brazil, Mexico or Russia, or sudden disruption in business conditions, and the ability to withstand an economic downturn, recession, cost inflation, commodity cost pressures, economic or political instability (including fluctuations in foreign exchange rates), competitive or other market pressures or conditions;
the effect of economic factors, including inflation and fluctuations in interest rates and foreign currency exchange rates;
the possibility of business disruption in connection with our transformation plan, stabilization strategies, cost savings initiatives, or restructuring and other initiatives;
our ability to reverse declining revenue, to improve margins and net income, or to achieve profitable growth, particularly in our largest markets and developing and emerging markets, such as Brazil, Mexico and Russia;
our ability to improve working capital and effectively manage doubtful accounts and inventory and implement initiatives to reduce inventory levels, including the potential impact on cash flows and obsolescence;
our ability to reverse declines in Active Representatives, to enhance our sales leadership programs, to generate Representative activity, to increase the number of consumers served per Representative and their engagement online, to enhance branding and the Representative and consumer experience and increase Representative productivity through field activation and segmentation programs and technology tools and enablers, to invest in the direct-selling channel, to offer a

39



AVON PRODUCTS, INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(U.S. dollars in millions, except per share data)



more social selling experience, and to compete with other direct-selling organizations to recruit, retain and service Representatives and to continue to innovate the direct-selling model;
general economic and business conditions in our markets, including social, economic and political uncertainties, such as in Russia and Ukraine or elsewhere, and any potential sanctions, restrictions or responses to such conditions imposed by other markets in which we operate;
developments in or consequences of any investigations and compliance reviews, and any litigation related thereto, including the investigations and compliance reviews of Foreign Corrupt Practices Act and related United States ("U.S.") and foreign law matters, as well as any disruption or adverse consequences resulting from such investigations, reviews, related actions or litigation;
the effect of political, legal, tax, including changes in tax rates, and other regulatory risks imposed on us abroad and in the U.S., our operations or the Representatives, including foreign exchange, pricing, data privacy or other restrictions, the adoption, interpretation and enforcement of foreign laws, including in jurisdictions such as Brazil and Russia, 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;
competitive uncertainties in our markets, including competition from companies in the consumer packaged goods industry, some of which are larger than we are and have greater resources;
the impact of the adverse effect of volatile energy, commodity and raw material prices, changes in market trends, purchasing habits of our consumers and changes in consumer preferences, particularly given the global nature of our business and the conduct of our business in primarily one channel;
our ability to attract and retain key personnel;
other sudden disruption in business operations beyond our control as a result of events such as acts of terrorism or war, natural disasters, pandemic situations, large-scale power outages and similar events;
key information technology systems, process or site outages and disruptions, and any cyber security breaches, including any security breach of our systems or those of a third-party provider that results in the theft, transfer or unauthorized disclosure of Representative, customer, employee or Company information or compliance with information security and privacy laws and regulations in the event of such an incident which could disrupt business operations, result in the loss of critical and confidential information, and adversely impact our reputation and results of operations, and related costs to address such malicious intentional acts and to implement adequate preventative measures against cyber security breaches;
our ability to comply with various data privacy laws affecting the markets in which we do business;
the risk of product or ingredient shortages resulting from our concentration of sourcing in fewer suppliers;
any changes to our credit ratings and the impact of such changes on our financing costs, rates, terms, debt service obligations, access to lending sources and working capital needs;
the impact of our indebtedness, our access to cash and financing, and our ability to secure financing or financing at attractive rates and terms and conditions;
the impact of our business results (including the impact of any adverse foreign exchange movements and significant restructuring charges), on our ability to comply with certain covenants in our revolving credit facility;
our ability to successfully identify new business opportunities, strategic alliances and strategic alternatives and identify and analyze alliance candidates, secure financing on favorable terms and negotiate and consummate alliances;
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, including in connection with the separation of the North America business;
our ability to repurchase the series C preferred stock in connection with a change of control; and
the risk of an adverse outcome in any material pending and future litigation or with respect to the legal status of Representatives.

40



AVON PRODUCTS, INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(U.S. dollars in millions, except per share data)



Additional information identifying such factors is contained in Item 1A of our 2017 Form 10-K for the year ended December 31, 2017, and other reports and documents we file with the SEC. We undertake no obligation to update any such forward-looking statements.


41



AVON PRODUCTS, INC.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in market risk from the information provided in Item 7A, Quantitative and Qualitative Disclosures About Market Risk, of our 2017 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, our principal executive and principal financial officers carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating and implementing possible controls and procedures. Based upon their evaluation, the principal executive and principal financial officers concluded that our disclosure controls and procedures were effective as of March 31, 2018 , at the reasonable assurance level. Disclosure controls and procedures are designed to ensure that information relating to Avon (including our consolidated subsidiaries) required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission’s rules and forms and to ensure that information required to be disclosed is accumulated and communicated to management to allow timely decisions regarding disclosure.
Changes in Internal Control over Financial Reporting
Our management has evaluated, with the participation of our principal executive and principal financial officers, whether any changes in our internal control over financial reporting that occurred during our last fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on the evaluation we conducted, our management has concluded that no such changes have occurred.

42



AVON PRODUCTS, INC.

PART II. OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
See Note 7, Contingencies, to the Consolidated Financial Statements included herein.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c) Repurchases
The following table provides information about our purchases of our common stock during the quarterly period ended March 31, 2018 :
 
 
Total Number
of Shares
Purchased
 
Average Price
Paid per Share
 
Total Number of Shares
Purchased as Part of
Publicly Announced
Programs
 
Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Program
1/1 - 1/31/18
 
15,818

(1)  
$
2.28

 
*
 
*
2/1 - 2/28/18
 
24,408

(1)  
2.58

 
*
 
*
3/1 - 3/31/18
 
901,476

(1)  
2.85

 
*
 
*
Total
 
941,702

    
$
2.83

 
*
 
*
*
These amounts are not applicable as the Company does not have a share repurchase program in effect.
(1)
All shares were repurchased by the Company in connection with employee elections to use shares to pay withholding taxes upon the vesting of their restricted stock units and performance restricted stock units.
Some of these share repurchases may reflect a delay from the actual transaction date.

43



AVON PRODUCTS, INC.
ITEM 6. EXHIBITS
10.1
 
 
10.2
 
 
10.3
 
 
10.4
 
 
10.5
 
 
10.6
 
 
10.7
 
 
10.8
 
 
10.9
 
 
10.10
 
 
31.1
 
 
31.2
 
 
32.1
 
 
32.2
 
 
101
The following materials formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements



44



AVON PRODUCTS, INC.

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
AVON PRODUCTS, INC.
 
 
(Registrant)
 
 
 
Date:
May 3, 2018
/s/ Laura Barbrook
 
 
Laura Barbrook
 
 
Vice President and Corporate
 
 
 Controller - Principal Accounting Officer
 
 
 
 
 
Signed both on behalf of the
 
 
registrant and as chief
 
 
accounting officer.
 

45



Exhibit 10.3
[Avon Letterhead]
3 February 2018
Jan Zijderveld
[Address]

Dear Jan,
It is with great pleasure that I am able to offer you, on behalf of Avon Cosmetics Limited (the “Company”), a wholly-owned subsidiary of Avon Products, Inc. (“Avon”), the permanent position of Chief Executive Officer of Avon. Your employment commencement date will be February 5, 2018.
As you know, the Company is part of the Avon group of companies (the “Avon Group”). You will be directly employed by the Company, and will be appointed to the position of Chief Executive Officer of Avon, the ultimate parent company of the Avon Group. At the request of Avon’s Board of Directors (the “Board”), you agree to serve as an officer, director or other appointee with respect to any member of the Avon Group.
You will report directly to the Board. You will also be appointed as a member of the Board. As a member of the Board, you agree to serve in accordance with Avon’s Corporate Governance Guidelines, as in effect from time to time, and applicable law.
Your annual base salary will be £850,000, payable in accordance with the Company’s remuneration payment practices. Although this salary is quoted on an annual basis, it does not imply a specific period of employment.
Further terms and conditions of your employment, including with respect to your eligibility in Avon’s annual incentive programme available to senior executives and your awards under Avon’s long-term incentive programme, are set forth in your contract of employment, attached hereto and incorporated in all respects.
Avon reviews its annual and long-term incentive programmes from time to time and reserves the right to change the applicable award mix and the design of the programmes at its discretion, and all awards are subject to the terms and conditions of Avon’s applicable plan documents, as may be amended from time to time. For the avoidance of doubt, you are not eligible for any incentive awards for any time periods prior to the commencement date of your employment.
The Company believes strongly in a culture of ethics and compliance, and you will be covered by and must comply with Avon’s Code of Conduct and Ethics and other policies. In particular, the Company expects all associates to respect the privacy of other individuals and protection of their personal data. This offer is subject to your agreeing and signing up to our data privacy terms, which will be provided separately.
As a senior executive of Avon, you will also need to adhere to share ownership guidelines, which encourage executive share ownership and align executive interests with those of shareholders. As Chief


1




Executive Officer, you will have an ownership target equal in value to six times annual base salary and will be expected to hold 75% of net shares acquired upon vesting of equity awards until this target has been satisfied. Additionally, you will be covered by certain of Avon’s policies applicable to senior executives, such as Avon’s Compensation Recoupment Policy and Change in Control Policy.
You represent and agree that your acceptance and execution of this offer does not conflict with or violate any of the terms, conditions or provisions of any existing contractual relations to which you are bound, and does not conflict with any duties owed or owing to any current or former employer. You further represent and agree that you have no conflicts of interests, or have disclosed to the Company any potential conflicts of interests, as described in Avon’s Code of Conduct and Ethics.
Your employment is contingent upon your passing a satisfactory background investigation, reference checks and compliance with immigration law. As you may be aware, government regulations require that the Company verify the employment authorisation status of all new employees.
Along with your new contract of employment, you will find enclosed additional forms that you must complete:
Pension entitlement and enrolment
Bank details
Avon’s data privacy agreement
In addition, when you join the Company you will be able to access our HR system and update both your contact information and personal information. You will also be required to bring a copy of your right to work documents on your first day at the Company.

2



Please contact Susan Ormiston if you have any queries.
In the meantime, we look forward to your joining us.

Yours sincerely,

/s/ Chan W. Galbato
 
 
 
Chan W. Galbato
 
Non-Executive Chairman of the Board of Directors
 
of Avon Products, Inc.
 


cc: Susan Ormiston, Senior Vice President, Human Resources and Chief Human Resources Officer


Accepted and Agreed to:


/s/ Jan Zijderveld
 
3 Feb 2018
Jan Zijderveld
 
Date
 
 
 
 
 
 

3



Contract of Employment
This statement contains the main terms and conditions of your employment with Avon Cosmetics Limited (the “Company”), for the position of Chief Executive Officer of Avon Products, Inc. (“Avon”). The Company is part of the Avon group of companies (the “Avon Group”).
Please ensure you read and understand this document. If you have any queries relating to your employment, please contact Susan Ormiston, Senior Vice President and Chief Human Resources Officer of Avon.
Surname:
Zijderveld
Forename:
Jan
Address of Employee:
[------]
Post Code:
[------]
Job Title:
Chief Executive Officer of Avon
Reporting to:
Board of Directors of Avon (the “Board”)
Board Membership:
As stated in your offer letter, you will be appointed as a member of the Board. As a member of the Board, you agree to serve in accordance with Avon’s Corporate Governance Guidelines, as in effect from time to time, and applicable law.
Other Positions:
At the request of the Board, you agree to serve as an officer, director or other appointee with respect to any member of the Avon Group. It is anticipated that you will be appointed as a member of the Board of Managers of New Avon LLC. For the avoidance of doubt, you shall not be entitled to any additional compensation or benefits for your membership on the Board or such other officer, director or other appointee positions for which the Board requires your services.
Effective Date:
February 5, 2018. This is the date your employment with the Company starts.
Continuity of Employment:
No previous service counts towards your continuity of employment with the Avon Group.
Salary:
No less than £850,000 per annum, payable in accordance with the Company’s remuneration practices (see “Remuneration” below).
Annual Incentive Programme:
As stated in your offer letter, beginning with the 2018 performance year and for each subsequent performance year during the term of this contract of employment, you will be eligible to participate in the annual incentive programme available to senior executives, with a target level of 200% of annual base salary. The actual amount of annual incentive payable to you is contingent on achievement of relevant individual and/or business performance goals, as determined by the Compensation and Management Development

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Committee of the Board (the “Compensation Committee”), your continued employment through the payment date, and such other terms and conditions of the applicable annual incentive programme.
With respect to the 2018 performance year, you will be guaranteed a minimum annual incentive equal to £850,000 (i.e., 50% of your target award), subject to your continued employment through the payment date.
Annual incentive programme payments, if any, are generally made early in the year following the performance period. The payment of annual incentive and the rules of the programme are at Avon’s discretion and are subject to change. Details of the annual incentive programme will be supplied annually.
Long-Term Incentive Plan:
As stated in your offer letter, you will be eligible to participate in Avon’s long-term incentive plan available for senior executives (“LTIP”).
The first of such awards are expected to be granted to you in March 2018 at the same time LTIP awards are made to employees generally. Such awards will have an aggregate target value equal to £2,550,000 (i.e., 300% of your base salary), and will be delivered as follows: (i) 40% of such value will be delivered in the form of premium-priced options (“Options”) to acquire shares of Avon common stock (“Shares”) and (ii) 60% of such value will be delivered in the form of performance-based restricted stock units (“PSUs”).
The per Share exercise price of the Options will equal 125% of the closing price of a Share on the date of grant (or, if the date of grant is not a trading day, then a proximate date will be used in accordance with the LTIP). The maximum term of the Options will be ten years from the date of grant. Consistent with Avon’s practice, the actual number of shares subject to the Options will be determined by (i) converting the target grant value into a share number based on a 2.5:1 conversion ratio and (ii) assuming a minimum share price of US $5. The Options will vest in one-third annual installments, subject to your continued employment through the applicable vesting date.
The number of PSUs granted will be determined by dividing the target value of the grant by the closing price of a Share on the date of grant (or, if the date of grant is not a trading day, then a proximate date will be used in accordance with the LTIP); provided, that consistent with Avon’s practice, if such closing price of a Share is less than US $5, then the number of PSUs will be determined using a US $5 share divisor.

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The terms and conditions of your LTIP awards to be granted in March 2018 shall be subject to the terms and conditions of the definitive award agreements and Avon’s 2016 Omnibus Incentive Plan, in the forms provided to you by Avon. Such award agreements shall include noncompetition, nonsolicitation, nondisclosure and recoupment provisions. Upon the grant of such awards, such definitive award agreements and Avon’s 2016 Omnibus Incentive Plan shall supersede the terms above describing such awards.
You will be eligible for LTIP awards for each subsequent year during the term of this contract of employment, as determined by the Compensation Committee. Your aggregate target value for LTIP awards for each such subsequent year will be equal to at least 300% of your then annual base salary, with the number of shares subject to such LTIP awards to be determined by the methodology established by the Compensation Committee (which may include converting the target grant value into a share number based on a conversion ratio and/or assuming a fixed minimum share price).
Avon reserves the right to award any or all of your Options, PSUs, Sign-On RSUs (as defined below) and Sign-On PSUs (as defined below) as inducement awards within the meaning of Section 303A.08 of the NYSE Listed Company Manual. In that event, such awards will not be granted under the LTIP but the applicable award agreements will be construed as if the award had been granted under the LTIP in accordance and consistent with, and subject to, the provisions of the LTIP.
Further details of the LTIP are available on request. Please note the terms of the LTIP are subject to change.
Sign-On Equity Awards:
You will receive sign-on equity awards in the form of (i) 600,000 service-vesting restricted stock units (“Sign-On RSUs”) and (ii) 600,000 PSUs (“Sign-On PSUs”). Each RSU and PSU will cover one Share.
The Sign-On RSUs will cliff-vest on the third anniversary of the date of grant, subject to your continued employment through such date. If your employment is terminated due to a Qualifying Termination (as defined below) prior to the vesting date, a prorated portion of the Sign-On RSUs will vest. The Sign-On RSUs will be granted on the date your employment with the Company starts.
The Sign-On PSUs will be subject to three consecutive one-year performance periods (i.e., calendar years 2018, 2019 and 2020), with one-third of the total target Sign-On PSUs being allocated to each such period. The Sign-On PSUs allocated to each such year will be earned based on the achievement of one-year performance goals (with a maximum payout of

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150% of target Sign-On PSUs allocated to such year), which goals will be determined by Avon in the first quarter of each such year. The Sign-On PSUs will be granted to you when the performance goals for 2018 are determined. Any Sign-On PSUs earned based on achievement of the annual performance goals will be payable only following the end of the third and final performance period, subject to your continued employment through the end of such period, except that, if your employment is terminated due to a Qualifying Termination prior to the end of the final performance period, then you will receive a number of Shares pursuant to your Sign-On PSUs equal to the sum of (i) with respect to any such calendar year ending prior to the termination date, the target Shares allocable to such year or years as adjusted for actual achievement of the performance goals applicable to such year or years, and (ii) with respect to the year of termination (and any subsequent year), a number of Shares equal to the target Shares allocable to such year or years (i.e., assuming target level performance) multiplied by a proration factor, which will be equal to the number of completed months in the year of termination worked prior to such termination divided by the total number of months in such year of termination and any subsequent years. If, before settlement of the Sign-On PSUs, your employment is terminated for any reason other than due to (x) a Qualifying Termination, (y) your death or (z) your disability (as defined below), all of the Sign-On PSUs will be forfeited.
The terms and conditions of your Sign-On RSUs and Sign-On PSUs shall be subject to the terms and conditions of the definitive award agreements and Avon’s 2016 Omnibus Incentive Plan, in the forms provided to you by Avon. Such award agreements shall include noncompetition, nonsolicitation, nondisclosure and recoupment provisions. Upon the grant of such awards, such definitive award agreements and Avon’s 2016 Omnibus Incentive Plan shall supersede the terms above describing such awards. Notwithstanding the foregoing, for purposes of such awards, the definition of “Good Reason” in this Agreement shall apply in lieu of the definition of “Change in Control Good Reason” set forth in the 2016 Omnibus Incentive Plan.
Upon a termination of your employment due to your death or disability, your Sign-On RSUs and Sign-On PSUs will be subject to the terms and conditions under the LTIP and the Company’s form award agreements.
Working Hours:
You will work the Company’s normal office hours and such other hours without additional remuneration in order to meet the requirements of the business and for the proper performance of your duties. In view of your seniority and

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managerial duties and responsibilities, you are regarded as a “managing executive” for the purposes of the Working Time Regulations 1998 and accordingly the maximum weekly working hours provided for under the Working Time Regulations 1998 do not apply to you.
Location:
You will be based at Avon’s corporate headquarters in Chiswick Park, United Kingdom (“UK”). You must be able to legally reside and work in the UK. You may be required to work at other Avon sites, and you may be required to travel domestically and internationally for business purposes from time to time (see “Flexibility” below).
Relocation:
Your relocation benefits will be provided under Avon’s Permanent International Transfer Policy - Tier 1 (the “Permanent Relocation Policy”), as may be in effect from time to time. Your relocation benefits include:
Differential rental housing allowance for two (2) years.
Reimbursement for certain expenses (including temporary living expenses, destination services, work permit fees, tax preparation and shipping fees).
Relocation allowance.
Tax gross-up on such benefits, to the extent applicable.
Your relocation benefits are only payable provided you remain employed by Avon and are subject to the terms and conditions of the Permanent Relocation Policy, which will be provided to you.
Remuneration:
Method of Payment
You will be paid monthly in arrears by or on the last working day of each month by direct credit transfer to your bank or building society account.
Base Pay Review
Your base pay will be reviewed annually based on performance.
Deductions
You hereby authorise the Company to deduct from your remuneration (which for this purpose includes salary, pay in lieu of notice, commission, bonus, holiday pay and sick pay) all sums owed by you to the Company or any Group Company.

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Normal Working Pattern:
In the event any provision of this contract of employment conflicts with Avon’s Working Hours Policy, the provisions of this contract of employment shall govern.
Flexibility:
As Chief Executive Officer of Avon, you must devote your full business time, attention and skills to the affairs of the Avon Group. Avon will expect you to perform all reasonable tasks assigned to you (commensurate with your position) during the course of your employment which it believes you are competent to perform. You will be required to be flexible in your job responsibilities and to react to the needs of the business. This means that you may be required to:
1. vary your working hours;
2. travel for Company business (both within the UK or abroad) as may be required for the proper performance of your duties hereunder;
3. carry out duties that may be outside the scope of your normal responsibilities but you are competent to perform;
4. provide information and assistance to the Board if so requested; or
5. inform the Board of any information of which you become aware that may adversely impact any member of the Avon Group or its business.
This list is not exhaustive.
The Company will give reasonable notice for any changes with regard to occasional travel that might affect you. During your employment, you will not be required to work outside the UK for any continuous period of more than one month.
Private Medical Insurance:
You will be eligible for private medical coverage for yourself, your spouse and eligible dependents, depending on your personal circumstances. Your private medical coverage will be subject to the terms of the applicable medical coverage plan and insurance contract.
If you wish to join the scheme, you can do so by using our Flexible Benefits system, UP2U. You will receive confirmation of the website and access details shortly after joining the Company.
Further changes to your PMI subscription can be made only once a year when the UP2U “window” is opened to all eligible employees or if a “lifestyle event” (e.g., marriage, divorce, birth of child) occurs.
Please note that PMI is a benefit which is taxable at source.
Company Sick Pay:
The Company operates a Company Sick Pay Scheme for the benefit of its employees, which is in addition to Statutory Sick Pay entitlement. All payments made under the Company

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Sick Pay Scheme are at the sole discretion of the Company and are conditional upon compliance with your obligations under the Company Sick Pay Scheme. Please refer to the Company Sickness Absence Policy which outlines the circumstances in which sick pay may be withheld.
                
Service with Avon
 
Entitlement

0-1 year
 
4 weeks
1-2 year
 
8 weeks
2-5 years
 
16 weeks
5+ years
 
26 weeks

Pension Scheme:
The Company operates an employee contributory pension scheme, which is open to all permanent and fixed term employees. Under current Auto Enrolment legislation, the Company is required to enrol automatically employees who meet certain criteria into a qualifying scheme. Full details of the current Avon Pension Scheme, the enrolment criteria and how auto-enrolment is applied can be found in the pension documents, which will be provided to you separately. Such pension documents, along with the rules and trust deed for the pension scheme, shall govern your participation in the Company’s pension scheme.
The Company’s contribution to the pension scheme for you will be 18% of pensionable pay with a salary cap of £154,200 based on your contribution to the scheme (as further outlined in the pension documents separately provided to you); provided, that if you elect to opt out of automatic enrolment or re-enrolment into the Avon Pension Scheme, the Company will instead pay you the amounts that would otherwise be contributed to the pension scheme in accordance with the opt-out provisions of the pension scheme and the Company’s remuneration payment practices. Such payment will not be treated as salary for any purpose under this Agreement.
For tax purposes, the Pension Input Period in the Avon Pension Scheme ends on 31st March each year.
The Company intends to comply with its employer duties under the Automatic Enrolment Laws as they apply to you and will automatically enrol or re-enrol you into a pension scheme as and when required by law. You are required to notify the Company in writing if you have registered for, or are otherwise eligible for, any form of tax protection which may be lost or prejudiced as a result of your automatic enrolment or re-enrolment into a pension scheme. The Company will have no liability to you in respect of any adverse tax consequences of your automatic enrolment or re-enrolment if you fail to provide such notification, or if the notification you provide is less than one week prior to your automatic enrolment or re-enrolment date.

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Perquisites:
You are eligible for a company car at the benchmark level for your grade or an annual cash equivalent of £15,252, subject to normal deductions. You will be provided separately with a copy of the company car policy. Further details can be obtained from the Car Fleet department.
The Company will also provide you with payment or reimbursement for financial planning and tax preparation services, up to a maximum per annum equal to £11,250.
Holiday Entitlement:
The Company’s holiday year runs from 1 January to 31 December. You are entitled to 28 days’ holiday per year plus 8 public holidays.
You will accrue holiday from the date your employment with the Company starts.
At the conclusion of your employment, you will be paid for any accrued but untaken holiday.
Holiday entitlement on termination will be calculated according to the percentage of the year worked, i.e., as the number of days worked divided by 365 (366 for a leap year). If you take in excess of your accrued entitlement, the Company may deduct the cash equivalent of such excess from your final salary.
At the Company’s discretion, you may be required to reserve several days of your holiday entitlement. You will be notified of any such requirement in advance on an annual basis.
Life Assurance:
The Company will provide you with life assurance, which will provide for a benefit of up to £1,800,000 upon your death occurring during the term of this contract of employment. This benefit will be subject to the terms of the applicable life assurance plan and insurance contract.
Flexible Benefits:
The Company operates a self-service electronic flexible benefits scheme called UP2U. Shortly after joining the Company, you will be sent details of Avon’s UP2U scheme, which will allow you to opt into the Private Medical Scheme and to purchase childcare vouchers at that time. This benefit will be subject to the terms of the applicable plan.
For subsequent years, you will need to enrol annually for the flexible benefits scheme in accordance with the Company’s enrolment procedures. Enrolment details will be sent to you at such time.
Resignation from Positions:
Upon a termination of your employment with the Company by any party and for any reason, you agree that, unless otherwise expressly agreed upon in writing between you and Avon, you shall be deemed (without any further action by any party) to have resigned from the Board and all offices,

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titles, positions and appointments at any member of the Avon Group, including as a director, officer, employee, committee member or trustee. You further agree to execute any documents that Avon may reasonably require to effect such resignations. As of such termination date, you shall no longer hold yourself out as an officer of any member of the Avon Group, or have the authority to bind any member of the Avon Group in any way.
Severance:
Upon a Qualifying Termination, you will be eligible to receive (A) a cash severance benefit equal to twenty-four (24) months’ base salary, less any base salary paid to you during the notice period (or payment made to you in lieu of such notice period), payable in installments in accordance with the Company’s remuneration payment practices, (B) a prorated bonus under the annual incentive programme in respect of the fiscal year in which such termination occurs, provided that such termination occurs on or after August 1 of such fiscal year, such prorated bonus to equal (x) the amount that you would have been paid thereunder had you remained employed through the applicable payment date and (y) a fraction, the numerator of which is equal to the number of days you were actually employed during such fiscal year, and the denominator of which is equal to the total number of days in such fiscal year, such prorated bonus to be payable as a cash lump sum at the same time that bonuses in respect of such fiscal year are paid to other senior executives of Avon, (C) any unpaid bonus under the annual incentive programme for any fiscal year completed prior to the termination date, such bonus to be payable as a cash lump sum at the same time that bonuses in respect of such fiscal year are paid to other senior executives of Avon, and (D) continued participation in the Company’s medical coverage, life assurance and flexible benefits plans for twenty-four (24) months following your termination date (to the extent you were participating in such plans as of your termination date), subject to and in accordance with the terms of such plans as in effect from time to time; provided that, as a condition to the Company’s commencing and continuing such benefits, you must (I) enter into, and comply with, an appropriate settlement agreement with the Company which shall include, for example, a general release of claims, as well as noncompetition, nonsolicitation, nondisclosure, nondisparagement and other covenants consistent with Avon’s Severance Pay Plan, as in effect at such time, (II) comply with the restrictive covenants in this contract of employment (consisting of “Confidential Information”, “Company Equipment” and “Inventions and Improvements”) and (III) comply with the noncompetition, nonsolicitation and nondisclosure provisions of the award agreements evidencing your LTIP awards. For the avoidance of doubt, your participation in any benefit plans of the Avon

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Group other than those benefit plans described above shall cease as of your termination date, and the treatment of any then outstanding awards you may have under the LTIP will be determined in accordance with the terms of the applicable plan document and award agreements.
For purposes of this contract of employment:
“Qualifying Termination” means (A) an involuntary termination of your employment by the Company other than (i) for cause (as defined below), (ii) due to your unsatisfactory work performance (as determined by the Board), (iii) as a result of your failure to return to work after an approved leave of absence (provided that you are able to perform the essential functions of your job with or without reasonable accommodation), (iv) due to your death or (v) due to your disability or (B) a resignation by you for Good Reason (as defined below). For greater clarity, a Qualifying Termination does not include any resignation by you without Good Reason or any retirement by you.
A termination for “cause” shall mean a termination by the Company because of (a) your continued failure to perform substantially your duties (other than due to a disability); (b) your wilful failure to perform substantially your duties or other wilful conduct that is materially detrimental to the Avon Group; (c) your personal dishonesty in the performance of your duties; (d) your breach of fiduciary duty involving personal profit; (e) your commission or conviction of, or pleading guilty to, a felony or misdemeanour (or equivalent-level crime as defined in jurisdictions outside of the UK); (f) your wilful or significant violation of any rule or procedure of any member of the Avon Group to which you are required to comply, including without limitation, absenteeism, violation of safety rules or insubordination; or (g) your violation of the Code of Conduct and Ethics. All determinations of whether any of the events above have occurred and/or whether cause shall have occurred will be determined by the Board in its sole discretion.
“disability” means your inability to perform the essential functions of your job resulting from a documented disability as defined by applicable law, after considering any reasonable accommodation required by law.


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“Good Reason” means the occurrence of any one of the following events: (i) a material diminution in your base salary, (ii) a material diminution in your authority, duties or responsibilities, (iii) a material change in the geographic location at which you must perform the services or (iv) any other circumstances that the Executive and the Board mutually agree constitute Good Reason; provided that the events described in the foregoing clauses (i), (ii) and (iii) shall constitute “Good Reason” only if (1) you provide written notice to Avon of the existence of the condition constituting the Good Reason within 90 days of the initial existence of the condition constituting the Good Reason and (2) Avon or one of its affiliates, as applicable, is given 30 days to cure such condition.
Change-in-Control Severance:
You will be a covered executive in Avon’s Change in Control Policy (as may be amended or supplemented from time to time), a copy of which will be provided to you. Generally, under Avon’s Change in Control Policy, upon qualifying severance events occurring within two years following a change in control (which generally includes a termination by Avon or the surviving entity without cause or resignation by you for “Good Reason” (as defined therein)), you will be entitled to receive two times the sum of your base salary and target annual incentive, and continued participation in benefit plans for two years (subject to the applicable plan terms). These benefits are in lieu of, and not in addition to, the benefits described under “Severance” above. The foregoing summary of Avon’s Change in Control Policy is qualified by reference to the definitive plan document.
Notice Period:
You must give the Company six (6) months’ written notice to resign from your employment. The Company, in its sole and absolute discretion, reserves the right to pay you base salary in lieu of notice. If the Company elects not to pay you in lieu of your notice, then you will be required to work during your notice period (subject to the provisions described below under “Garden Leave”). If you fail to give notice to the Company, or give incorrect notice, the Company shall be entitled to withhold a sum from any monies due to you equivalent to the value of the salary you would have been entitled to during the unworked notice period.
The Company reserves the right to terminate your employment without notice or salary in lieu of notice upon a termination of your employment for cause.
If the Company terminates your employment for any reason other than in accordance with the Disciplinary Procedure or for cause, then the Company will be required to

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give you six (6) months’ written notice. Any base salary paid to you during or in lieu of such notice period will reduce, by an equal monetary amount, any severance cash payment that is otherwise due to you as described under “Severance” above, the Change in Control Policy or otherwise. Further, the Company, in its sole and absolute discretion, reserves the right to pay base salary in lieu of notice. If the Company elects not to pay you in lieu of your notice, then you will be required to work during your notice period (subject to the provisions described below under “Garden Leave”).
Garden Leave:
The Company reserves the right to require you not to attend your place of work for all or part of any notice period described above under “Notice Period”, in its absolute discretion. This period is referred to as “Garden Leave”.
During Garden Leave:
(a) the Company shall be under no obligation to provide any work to you and may revoke any powers you hold on behalf of the Company (or any Avon Group company), including the right to bind any member of the Avon Group in any way;
(b) the Company may require you to carry out alternative duties or to perform only such specific duties as are expressly assigned to you, at such location (including your home) as the Company may decide;
(c) you will continue to receive your base salary and normal contractual benefits in the usual way, subject to the terms of any benefit arrangement;(d) you shall remain an employee of the Company and bound by the terms of this contract of employment and offer letter (including any implied duties of good faith and fidelity);
(e) the Company may exclude you from any premises of the Company (or any other member of the Avon Group);
(f) the Company may direct you not to communicate with or contact suppliers, customers, distributors, employees, shareholders, trade associations or the press; and
(g) the Company may cease to give you access to its computer systems.
Any accrued but unused holiday entitlement shall be deemed to be taken during any period of Garden Leave.
For the avoidance of doubt, if the Company elects to place you on Garden Leave during your notice period, any outstanding LTIP awards you then hold shall cease to vest as to any service-vesting conditions as of the date immediately prior to such Garden Leave.
Company Equipment:
If your employment is terminated for whatever reason, unless otherwise agreed in writing, you must (i) immediately return all equipment of the Avon Group in good working order as received by you, (ii) immediately return all other property of

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any member of the Avon Group (including confidential and proprietary information, and all embodiments thereof, passwords, memorandums or other documents) then in your custody, control or possession and (iii) delete all information pertaining to any member of the Avon Group or its business on any of your personal devices. Deductions may be made from any final payments for any associated loss or damage to equipment belonging to the Avon Group.
Cooperation:
The Avon Group may require you to agree that you will, after the termination of your employment for any reason: (a) advise and consult on matters within or related to your expertise and knowledge in connection with the business of the Avon Group; (b) make yourself available to the Avon Group to respond to requests for information concerning matters involving facts or events relating to any member of the Avon Group or its business; and (c) assist any member of the Avon Group with respect to pending and future litigation, investigations, arbitration or other dispute resolution matters. You will receive reimbursement for reasonable out-of-pocket expenses incurred in connection with such assistance. In addition, if you provide such assistance during any post-termination period for which you are not being paid severance (or pay in lieu thereof), you will be paid for your time expended at the Company’s request on such matters at an hourly rate equal to your weekly rate of base salary in effect at the time of your termination, divided by 40 hours, subject to your submission to the Company of your monthly invoices. For the avoidance of doubt, with respect to any post-termination cooperation you may provide under this section, you will not be an employee of, but rather an independent contractor to, the Company, and you will not be credited with compensation, service or age credit for purposes of eligibility, vesting or benefit accrual under any employee benefit plan of the Avon Group (including the LTIP).
Code of Conduct:
You are required to adhere to Avon’s Code of Conduct and Ethics, a copy of which will be provided to you, including without limitation on the areas of gift, conflict of interest and other interests. Please appreciate that any violation of Avon’s Code of Conduct and Ethics is grounds for disciplinary action, including termination of your employment for cause (as defined above).
Inventions and Improvements:
Any invention, design or improvement upon any existing invention, product or work during the course of your employment will belong to the Company. This includes any computer programme or design whether or not it is capable of patent registered design, design right, database, copyright or any other similar protection, and whether you made or discovered it alone or in conjunction with anybody else. You

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must immediately tell HR of any such invention or improvement.
You must comply with any requests that the Company makes in order to ensure that the invention or improvement becomes or remains the property of the Company or its nominee.
Restrictive Covenants:
As noted above, you will be subject to the noncompetition, nonsolicitation, nondisclosure and nondisparagement provisions of any separation agreement entered into by you and the Company upon certain terminations of your employment, as well as the noncompetition, nonsolicitation and nondisclosure provisions of the award agreements evidencing your LTIP awards. Upon any termination of your employment, the Board, in its discretion, may limit the scope of such restrictive covenants as it may determine reasonable.
Recoupment:
As stated in your offer letter, you will be subject to Avon’s Compensation Recoupment Policy, a copy of which will be provided to you and is incorporated as if fully set forth herein. You will also be subject to the recoupment provisions of Avon’s forms of LTIP award agreements.
Confidential Information:
You must not (at any time) either during or at any time after the termination of your employment:
-divulge, disclose or communicate any confidential information to any person or persons, firm or company, other than the Board or duly authorised employees of any member of the Avon Group; or
-use any confidential information for your own purposes or for any purposes other than to serve the interests of the Avon Group in the course of your services hereunder.
You must at all times exercise utmost care, attention and discretion in handling any confidential information relating to any member of the Avon Group or personal information relating to an individual of which you are aware.
For the purposes of this clause, confidential information includes any of the below which are not in the public domain:
-information in whatever form relating to the Avon Group
-business plans
-finances
-transactions
-terms of business
-marketing strategies
-sales
-customers and prospective customers
-suppliers
-design and manufacturing process
-technical specifications
-private affairs of any member of the Avon Group

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-personal information relating to an individual
-other information of a confidential nature
Notwithstanding anything herein to the contrary, this contract of employment is not intended to, and shall be interpreted in a manner that does not, limit or restrict you from exercising any legally protected whistleblower rights (including pursuant to Rule 21F under the U.S. Securities Exchange Act of 1934, as amended). Furthermore, you are advised that you shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of any confidential information (as described above) that constitutes a trade secret to which the Defend Trade Secrets Act (18 U.S.C. Section 1833(b)) applies that is made (i) in confidence to a U.S. federal, state or local government official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or proceeding, if such filings are made under seal.
Data Protection and Privacy:
All information within the Avon Group is processed in accordance with the requirements of the Data Protection Act. The Company expects all staff to respect the privacy of other individuals and protection of their personal data. Your offer of employment is subject to your agreeing and signing up to our data privacy terms.
Right to Search:
To help the Company provide a safe environment and to deter criminal, obscene, pornographic or defamatory acts while on Company premises or while using company equipment, the Company has the right to carry out:
-Searches of your person, personal belongings and vehicle without notice in accordance with Company guidelines;
-Drug, drink and substance checks without notice, in line with the Misuse of Drugs and Alcohol policy;
-Video surveillance; or
-Monitoring of electronic communications on private or public lines, such as email.
Failure to comply will lead to disciplinary action and may lead to dismissal.
Tax Withholding:
All payments made or benefits provided to you under this contract of employment shall be subject to any applicable withholding taxes and all other required deductions.
Medical Examinations:
The Company may require a medical report to enable it to make decisions regarding your employment, e.g., in cases of ill-health. The Company may require you to undergo a

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medical examination by its medical advisor. In addition, you will be expected to provide the Company’s health professional with information about your medical condition as it may reasonably require. This is in order to ensure your state of health enables the Company to act within both yours and the Company’s best interests.
You may be asked in specific circumstances to consent to the Company contacting your doctor or a doctor nominated by the Company, and to his or her discussing your medical condition and history with us.
Attorneys’ Fees:
You will be entitled to reimbursement for all reasonable attorneys’ fees incurred in connection with the negotiation and finalisation of this contract of employment and related documents, such reimbursement not to exceed £55,000 in the aggregate.
Collective Agreement:
There is no collective agreement which directly affects your employment.
Amendment and Waiver:
No provision of this contract of employment may be modified, waived, discharged or amended unless such modification, waiver, discharge or amendment is agreed to in writing and signed by the party against whom such modification, waiver, discharge or amendment is asserted. No waiver by either party hereto of, or compliance with, any condition or provision of this contract of employment to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
Entire Agreement:
This contract of employment and the offer letter constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that, in entering into this contract of employment and offer letter, it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this contract of employment and offer letter.
Governing Law:
This contract of employment and the offer letter, and any dispute or claim arising out of or in connection with either of them or the subject matter or formation of either of them, shall be governed by and construed in accordance with the law of England and Wales.
Jurisdiction:
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this contract of

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employment or the offer letter, or the subject matter or formation of either of them.
























I confirm that I agree with the terms and conditions set out in this contract of employment and agree to be bound by the rules and policies of the Avon Group:
    
Name:         Jan Zijderveld

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Signed:         /s/ Jan Zijderveld
Dated:         3 Feb 2018



Signed on Behalf of the Company:

                
Name:
Susan Ormiston
 
Name:
James Thompson
 
 
 
 
 
Signed:
/s/ Susan Ormiston
 
Signed:
/s/ James Thompson
 
 
 
 
 
Dated:
2/3/18
 
Dated:
2/3/18

                
                




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Exhibit 10.4
[Avon Letterhead]

Private and Confidential
3 February 2018
Jan Zijderveld
PERMANENT RELOCATION TO THE UNITED KINGDOM
Dear Jan:
We are pleased to confirm the terms and conditions relating to your permanent relocation to the United Kingdom (“Destination Country”) from the Netherlands (“Departure Country”) in connection with your anticipated employment with Avon Cosmetics Limited, a wholly owned subsidiary of Avon Products, Inc. (collectively for purposes of this letter, “Avon”).
This letter (the “Relocation Letter”) is linked with Avon’s Permanent International Transfer Policy - Tier I (hereafter “the Permanent Relocation Policy”) as may be in effect from time to time, and summarizes key points in the Permanent Relocation Policy as it pertains to your relocation and may contain certain additional requirements and terms. The Permanent Relocation Policy may be changed from time to time as legal requirements may dictate or, subject to the above provisions, new practices may require or for other reasons at the discretion of Avon. In addition, local conditions and guidelines applicable to Avon international transfers in the Destination Country will also govern. The items in this letter do not create a contract of employment, but simply seek to confirm the conditions that pertain to your relocation to the Destination Country. In the event of any change in circumstances, or additional matters not known at this time, Avon reserves the right to make adjustments to this letter.
IMPORTANT DETAILS
It is expected that you will relocate to the Destination Country shortly after the commencement of your employment with Avon Cosmetics Limited, pending the grant of your work permit/visa in the Destination Country, and your acceptance of the terms and conditions of this letter and your offer letter and contract of employment.
For the purposes of this letter, your accompanying family will include yourself and your spouse.
Please note that the payments and benefits set out in this letter are only payable provided you remain employed by Avon at the time of payment.
Expense Reimbursement
Weichert, a third party relocation company, will be responsible for expense reimbursement of all relocation-related expenses. Relocation expenses are not to be submitted through the internal expense system or any local expense process for reimbursement without prior approval from Avon Global Mobility. Most relocation expenses are taxable and therefore Avon Global Mobility and your Weichert Relocation Counselor must process all relocation expenses to ensure proper tax compliance for Avon. Expenses must be submitted to Weichert for reimbursement within three (3) months following the date the expense was incurred.







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Work Permit/Visa
You are required to meet the entry and visa/work permit requirements of the Destination Country prior to your arrival. Avon will therefore arrange for all appropriate immigration documents, visas, and work permits to be obtained in order to facilitate your permanent relocation. Your relocation terms and
conditions are subject to this compliance, and as such you are not permitted to move to your Destination Country and begin the role until you have obtained all necessary immigration documents.
Avon will cover the costs associated with you and your accompanying family obtaining the appropriate immigration documentation, including the costs of any medical examinations and police checks. While Avon will assist you in preparing your passport(s) and visa/work permit applications, you are responsible for taking all required action to secure these documents. You are also responsible for ensuring your passport and the passport of your accompanying family, as well as any necessary endorsements remain valid and up to date.
You are not permitted to work in the Destination Country until you have obtained proper work authorization. You should consult with the Avon Global Mobility team and/or the Avon designated immigration services law firm prior to making plans for business travel or relocation to ensure that your plans are compatible with immigration regulations in the Destination Country. Compliance is a very serious matter for Avon and Associates are expected to comply with the Destination Country laws and regulations.
PERMANENT RELOCATION SUPPORT
You will generally be eligible for relocation benefits under the Permanent Relocation Policy as may be in effect from time to time, which includes, but is not limited to, a home finding trip, destination services, miscellaneous relocation allowance of GBP 7,500 (grossed up to cover applicable taxes), spousal allowance of GBP 3,750 (grossed up to cover applicable taxes), relocation travel for you and your accompanying family, temporary living accommodations expenses, shipment of household goods, one home leave allowance in the first year of your employment and tax return preparation support for the tax year of your relocation. In addition, you will also be eligible for the following:
Destination Country Housing Allowance
As there is a relevant difference between real estate markets and housing rental costs between the Departure Country and the Destination Country, Avon will provide you with a monthly allowance for two (2) years to help temporarily bridge the gap. Avon will cover any associated Departure or Destination Country taxes on this allowance, and therefore the amount will be grossed-up to cover all applicable taxes. This allowance will be phased-out over two (2) years as per the following schedule:
First year: Monthly allowance of approximately GBP 4,500
Second year: Monthly allowance of approximately GBP 2,250

TERMINATION OF EMPLOYMENT
If your employment is involuntarily terminated by Avon (other than for cause) within twenty-four (24) months following the start of your employment, Avon will pay the actual costs of moving you and your spouse and your personal effects back to the Netherlands if the return trip is made within a reasonable period of time following the date of your termination, provided that you enter into an appropriate settlement agreement with Avon as described in your Employment Agreement. In the event that you resign under any circumstances or are terminated for cause, Avon will reimburse only the repatriation costs that are mandated by law, if any.
In the event you resign (for any reason, including retirement) or are terminated for cause within twenty-four (24) months following the start of your employment, you may be required to repay Avon for relocation expenditures paid or reimbursed by Avon, as outlined in the Permanent Transfer Policy and the Relocation Repayment and Authorization Agreement.







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We wish you the best in your move.

Sincerely,
/s/ Susan Ormiston
Susan Ormiston
SVP, Chief Human Resources Officer



ACKNOWLEDGEMENT AND ACCEPTANCE
I hereby agree to and accept the foregoing terms and conditions. I acknowledge that I have received the following documents: Avon’s Permanent International Transfer Policy - Tier 1. I understand that Avon’s policies are subject to amendment and change as deemed appropriate by Avon.
/s/ Jan Zijderveld
 
3 Feb 2018
Jan Zijderveld
 
Date







Exhibit 10.5
[Avon Letterhead]

Mr. Jan Zijderveld
Chief Executive Officer
Avon Products, Inc.

Dear Jan:
In accordance with your contract of employment, dated as of February 3, 2018, with Avon Cosmetics Limited (the “Employment Contract”), Avon Products, Inc. (the “Company”) has awarded you a sign-on award of 600,000 restricted stock units (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Sign-On Restricted Stock Unit Award Agreement (this “Agreement”). Please indicate your acceptance of this award by signing this Agreement and returning your signature to the General Counsel of the Company.
1. Grant of Restricted Stock Unit Award . Effective February 5, 2018 (the “Grant Date”), the Company awarded you 600,000 RSUs. Each RSU represents the right to receive one share of Stock (“Share”), upon satisfaction of the vesting and other terms and conditions of this Agreement. The RSUs are being awarded to you hereunder outside of the Company’s 2016 Omnibus Incentive Plan (the “Plan”). Notwithstanding that this award is made outside of the Plan, except as otherwise expressly provided in this Agreement and other than as to the Share limitations of Section 5 of the Plan, this Agreement will be interpreted in a manner consistent with the terms of the Plan and all such terms will be deemed to be incorporated into and made a part of this Agreement. All capitalized terms used in this Agreement shall have the meaning set forth in the Plan, unless otherwise defined herein.

2. Nature of RSUs; Issuance of Shares .
As described above, the RSUs represent a right to receive Shares on the Vesting Date (as defined below) but do not represent a current interest in the Shares. If all the terms and conditions hereof are met, then you shall be issued Shares on the Vesting Date (or earlier vesting date as provided in this Agreement). Notwithstanding the foregoing, the Committee reserves the right to determine to settle all or a portion of your vested RSUs in cash, in lieu of Shares. Any such cash payment will equal (x) the Fair Market Value of a Share as of the Vesting Date (or earlier vesting date as provided in this Agreement), multiplied by (y) the number of vested RSUs the Committee determines to settle in cash.
You should be aware that vesting of the RSUs will, to the extent settled in Shares, result in the ownership of Shares and will require you to open and use a U.S. brokerage account. You will personally be responsible for any local compliance requirements in relation to all of the above transactions. These requirements may change from time to time, and the Company cannot guarantee that you will be able to receive Shares on the Vesting Date (or earlier vesting date as provided in this Agreement). Moreover, the Company is not liable for any decrease of value of the Shares.


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

4.     Vesting of RSUs; Voting; Dividends .
(a) Subject to Section 5, vesting and settlement of the RSUs shall occur on February 5, 2021 (the “Vesting Date”).
(b) You do not have the right to vote any of the Shares underlying your RSUs or to receive dividends on them prior to the date such Shares are issued to you pursuant to the terms hereof. However, unless otherwise determined by the Committee, you will be credited with Dividend Equivalents with respect to your RSUs, which will be payable to you in cash by March 15th following the year in which such dividends are paid, provided that you remain employed by the Company and the Subsidiaries through the date such Dividend Equivalents are paid.
5.     Termination of Employment . This Section 5 sets forth the treatment of your RSUs upon the termination of your employment with the Company and its Subsidiaries. For purposes of this Agreement, “Employer” means the Company and its Subsidiaries (including Avon Cosmetics Limited, which is the Company’s wholly-owned Subsidiary that employs you as of the date hereof).
(a)     Qualifying Termination . If your employment with the Company and its Subsidiaries is terminated due to a Qualifying Termination (as defined in the Employment Contract), then a pro rata portion of the RSUs shall vest upon such termination. The number of Shares that vest shall be determined by multiplying the full number of Shares subject to the RSUs by a fraction, which shall be the number of complete months of employment from the Grant Date to the date of such termination of employment ( i.e. , the last day of your active employment, disregarding any Garden Leave (as defined in the Employment Contract)), divided by 36. Such vested RSUs shall be settled in cash or Shares in the manner set forth in Section 2, within sixty (60) days after such termination.
(b)     Termination due to Death or Disability . If (i) you die before your employment with the Company and its Subsidiaries otherwise terminates, or (ii) your employment with the Company and its Subsidiaries terminates due to Disability (as defined in the Employment Contract), then all of the RSUs granted hereunder shall immediately vest. Such vested RSUs shall be settled in cash or Shares in the manner set forth in Section 2, within sixty (60) days after such termination.
(c) Terminations Causing Forfeiture . All unvested RSUs are immediately forfeited upon (i) an involuntary termination of your employment by the Employer for Cause prior to the Vesting Date or (ii) a voluntary resignation by you (other than for Good Reason (as defined in the Employment Contract)) prior to the Vesting Date.
(d) Change in Control . Notwithstanding any other provision of this Agreement, in the event of a Change in Control, the vesting and settlement of the RSUs shall be governed by the provisions of the Plan regarding a Change in Control (as in effect on the date hereof) as if the RSUs were granted under the Plan, and such provisions of the Plan are incorporated herein by reference; provided , however , that for purposes of the RSUs, the definition of “Good Reason” in

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the Employment Contract shall apply in lieu of the definition of “Change in Control Good Reason” set forth in the Plan.
(e) Paid or Unpaid Leave of Absence . For purposes of determining the vesting of RSUs under this Agreement, a paid or unpaid leave of absence that has been approved by the Committee shall not constitute a termination of your employment with the Company and its Subsidiaries; provided , if the Company elects to place you on Garden Leave during any mandatory notice period under the Employment Contract, your RSUs shall cease to vest as of the date immediately prior to such Garden Leave. During such paid or unpaid leave of absence, until a termination of your employment with the Company and its Subsidiaries occurs, the RSUs shall continue to vest as set forth in this Agreement.
6.     Non-Competition/Non-Solicitation/Non-Disclosure .
You agree that, during your employment and for a period of one year after your termination of employment with the Company and its Subsidiaries for any reason whatsoever (including Retirement or Disability), you shall not, without the prior written consent of the Committee, engage in any of the following activities:
(a)    directly or indirectly engage or otherwise participate in any business which is competitive with any significant business of the Company or any Subsidiary, including without limitation, your acceptance of employment with, entrance into a consulting or advisory arrangement with, rendering services to or otherwise facilitating the business of Amway Corp./Alticor Inc., Amore Pacific, Arabela, Arbonne, Beiersdorf (Nivea), COTY, De Millus S.A., Ebel Int’l/Belcorp Corp., Elizabeth Arden, Faberlic, Herbalife Ltd., Inter Parfums, Jequiti, Lady Racine/LR Health & Beauty Systems GmbH, LG Health & Household, L’Occitane, L’Oréal Group/Cosmair Inc., Mary Kay Inc., Mistine/Better Way (Thailand) Co. Ltd., Natura Cosmetics S.A., Neways Int’l, NuSkin Enterprises Inc., O Boticário, Oriflame Cosmetics S.A., Origami Owl, Reckitt Benckiser PLC, Revlon Inc., Rodan & Fields, Shaklee Corp., Shiseido, Stella & Dot, Silpada, The Body Shop Int’l PLC, The Estée Lauder Companies Inc., The Procter & Gamble Company, Tupperware Corp., Unilever Group (N.V. and PLC), Vorwerk & Co. KG/Jafra Worldwide Holdings (Lux) S.à.R.L. Inc., Yanbal Int’l (Yanbal, Unique), Younique or any of their affiliates; or
(b)    solicit or aid in the solicitation of any employees of the Company or any Subsidiary to leave their employment.
In addition, you shall not, unless compelled pursuant to an order of a court or other body having jurisdiction over such matter, communicate or divulge any secret or confidential information, knowledge or data, including without limitation any trade secrets, relating to the Company or a Subsidiary, and their respective businesses, obtained by you during your employment by the Company or a Subsidiary and which is not otherwise publicly known (other than by reason of an unauthorized act by you), to anyone other than the Company and those designated by it.
In the event the Company determines that you have breached any term of this Section 6 or any non-disclosure, non-compete or non-solicitation covenant set forth in any individual

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agreement between you and the Company or one of its Subsidiaries, or any Company policy, then in addition to any other remedies the Company may have available to it, unless otherwise determined by the Committee: (x) all unvested RSUs granted hereunder shall be forfeited; (y) if Shares have been issued to you in respect of vested RSUs hereunder, then you shall forfeit all such Shares so issued to you hereunder; and (z) if cash has been paid to you in lieu of Shares in respect of all or a portion of the vested RSUs hereunder, you shall pay to the Company all such cash so paid; provided , however , that if you no longer hold Shares issued to you hereunder, then you shall pay to the Company in cash the Fair Market Value of the Shares issued to you hereunder, determined as of the date of such issuance.
Notwithstanding anything in this Section 6 to the contrary, this Agreement is not intended to, and shall be interpreted in a manner that does not, limit or restrict you from exercising any legally protected whistleblower rights (including pursuant to Rule 21F under the U.S. Securities Exchange Act of 1934).
7.     Recoupment . Except where void by law and unless otherwise determined by the Committee, the RSUs, and any Shares or cash issued upon settlement of any vested RSUs, are subject to forfeiture and/or recoupment in the event that you have engaged in misconduct, including: (x) a serious violation of the Company’s Code of Conduct; or (y) a violation of law within the scope of your employment with the Company and its Subsidiaries. All RSUs hereunder are also subject to the Company’s Compensation Recoupment Policy.
8.     Service Acknowledgments .
You acknowledge and agree as follows:
(a)    The execution and delivery of this Agreement and the granting of the RSUs hereunder shall not constitute or be evidence of any agreement or understanding, express or implied, on the part of the Company or its Subsidiaries to employ you for any specific period.
(b)    The award of the RSUs hereunder is a voluntary one-time grant, and does not entitle you to any benefit other than that specifically granted under this Agreement, or to any future grants or other benefits under the Plan or any similar plan, even if RSUs have ever been granted in the past or have repeatedly been granted in the past. Any benefits granted under this Agreement and under the Plan are extraordinary and not part of your ordinary or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension, welfare or retirement benefits or similar payments, and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any of its Subsidiaries.
(c)    Nothing in this Agreement shall confer upon you any right to continue in the service of the Company or a Subsidiary or interfere in any way with any right of the Company or a Subsidiary to terminate your employment at any time, subject to applicable law.
(d)    You are accepting the RSUs and entering into this Agreement voluntarily.

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(e)    The Plan may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.
(f) All decisions with respect to future RSUs or other grants will be at the sole discretion of the Committee, subject to the terms of the Employment Contract.
(g) The future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty. The value of the Shares may increase or decrease.
(h) Neither the Company nor any Subsidiary is providing any tax, legal or financial advice or making any recommendations regarding this award.
(i) In consideration of the grant of the RSUs, (i) you shall have no claim or entitlement to compensation or damages arising from (x) forfeiture of the RSUs resulting from termination of your service (for any reason whether or not in breach of local law) or otherwise pursuant to the terms of this Agreement or (y) diminution in value of the RSUs or Shares issued upon settlement of the RSUs, and (ii) you irrevocably release the Company and its Subsidiaries from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by accepting the RSUs, you shall be deemed irrevocably to have waived your entitlement to pursue such a claim.
(j) Any notice period mandated under applicable law shall not be treated as service for the purpose of determining the vesting of the RSUs; and your right to vesting of Shares in settlement of the RSUs after termination of service, if any, will be measured by the date of termination of your active service and will not be extended by any notice period mandated under applicable law. In contrast, any notice period mandated under the Employment Contract shall be treated as service for the purpose of determining the vesting of the RSUs; provided , if the Company elects to place you on Garden Leave during such notice period, your RSUs shall cease to vest as of the date immediately prior to such Garden Leave. Subject to the foregoing and the provisions of the Plan which are incorporated herein by reference, the Company, in its sole discretion, shall determine whether your service has terminated and the effective date of such termination.
(k) The grant of RSUs will not be interpreted to form an employment contract or employment relationship with the Company or any of its Subsidiaries that does not otherwise exist.

9.     Data Privacy Acknowledgment and Consent .
By signing this Agreement, you acknowledge and agree that in order to implement, manage and administer this award and/or in connection with tax or other governmental and regulatory compliance activities directly or indirectly related to the RSUs, the Company and/or an entity belonging to the Company’s group of companies (including your employer) may need to process your personal data (electronically or otherwise), including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or other equity securities or directorships held in the Company, details of all RSUs or any other entitlement to Shares awarded, canceled, vested, unvested or outstanding in your favor (the “Personal Data”). The

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transfer of Personal Data to and collection by third-party service providers outside the Company’s group of companies, such as the Company’s authorized agent, may also be necessary in order to implement, manage and administer this award.
You expressly and unambiguously consent to the collection, use and processing of Personal Data by the Company, entities belonging to the Company’s group of companies, and third-party service providers. You understand that the Company may transfer your Personal Data to the United States, or other countries which may have a different or lower level of data protection law than your home country and which are not considered by the European Commission to have data protection laws equivalent to the laws in your country. The Company therefore maintains an EU-US Privacy Shield certification to protect your data consistent with data protection laws of the European Union.
In addition, you expressly and unambiguously consent to the disclosure of Personal Data to, and processing by, a third party in the event of any potential or actual reorganization, merger, sale, joint venture, assignment, transfer or other disposition of all or any portion of the Company’s business, assets or stock (including in connection with any bankruptcy or similar proceedings); and as the Company believes necessary or appropriate: (a) under applicable law, including laws outside of your country; (b) to comply with legal processes; and (c) to respond to requests from public and government authorities including public and government authorities outside of your country.
You authorize the recipients to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, managing and administering this award, including any requisite transfer of such Personal Data as may be required to a broker or other third party with whom you may elect to deposit any Shares acquired upon settlement of the RSUs. You understand that Personal Data will be held only as long as is necessary to implement, manage and administer this award unless a longer retention period is required by applicable laws, regulations, rules or valid requests or orders of a court or other dispute resolution forums or of a governmental or public authority, in each case, including those of a court or other dispute resolution forums or of a governmental or public authority outside of your country. You understand that you may, at any time, view Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local stock program coordinator.
If you do not consent, or if you later seek to revoke your consent, your employment status or career with the Company or Subsidiary will not be adversely affected; the only adverse consequence of refusing or withdrawing your consent is that the Company would not be able to grant this award or other equity awards, or manage or administer such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to receive equity awards. For more information on the consequences of your refusal to consent or withdrawal of consent, you may contact your local stock program coordinator.
The Company will take reasonable measures to keep the Personal Data private, confidential and accurate. You may obtain details with respect to the collection, use, processing and transfer of your Personal Data in relation to this award and may also request a list with

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names and addresses of potential recipients of the Personal Data and/or access to and updates of such Personal Data, if needed, by contacting your local stock program coordinator.
10.     Responsibility for Taxes .
By accepting this grant, you hereby irrevocably elect to satisfy any taxes and social insurance contribution withholding required to be withheld by the Company or its subsidiaries on the date of grant or vesting of the RSUs or the date of delivery or sale of any Shares hereunder or on any earlier date on which such taxes or social insurance contribution withholding may be due (“Tax Liability”) by authorizing the Company and any of its Subsidiaries to withhold a sufficient number of Shares that would otherwise be deliverable to you upon settlement of the RSUs (or, if the RSUs are settled in cash in lieu of Shares, an amount of cash sufficient to satisfy the Tax Liability). If, for any reason, the Shares or cash that would otherwise be deliverable to you upon settlement of the RSUs would be insufficient to satisfy the Tax Liability, the Company and any of its Subsidiaries are authorized to withhold an amount from your wages or other compensation sufficient to satisfy the Tax Liability. Furthermore, you agree to pay the Company or its Subsidiaries any amount of the Tax Liability that cannot be satisfied through one of the foregoing methods.
Notwithstanding the foregoing, if, on the applicable Vesting Date or on any earlier date on which the Tax Liability may be due, the delivery of Shares is not made for any reason, you hereby irrevocably elect to satisfy such Tax Liability by delivering cash to the Company in an amount sufficient to satisfy such Tax Liability.
Apart from any withholding obligations that may apply to the Company and/or its Subsidiaries, you acknowledge and agree that the ultimate responsibility for the Tax Liability is and remains with you. You further acknowledge that: (x) the Company and its Subsidiaries make no representations or undertakings regarding the Tax Liability or the receipt of any dividends; (y) the Company and its Subsidiaries do not commit to structure the terms of the grant or any other aspect of the RSUs to reduce or eliminate the Tax Liability; and (z) you should consult a tax adviser regarding the Tax Liability.
You acknowledge that the Company and its Subsidiaries shall have no obligation to deliver Shares until the Tax Liability has been fully satisfied by you.
11.     U.S. Internal Revenue Code Section 409A . If you are subject to U.S. Internal Revenue Code Section 409A (“Section 409A”), then the following provisions shall apply:
(a)    Any provision, application or interpretation of this Agreement that is inconsistent with Section 409A shall be disregarded. In no event shall the Company, any of its affiliates, any of its agents, or any member of the Board have any liability for any taxes, interests or penalties imposed in connection with a failure of this Agreement to comply with Section 409A.
(b)    If (i) any payment hereunder is a non-exempt amount payable under a “nonqualified deferred compensation plan” (as defined in Section 409A) upon a “separation from service” (as defined in Section 409A) (other than death), and (ii) you are a “specified employee” (as that term is defined in Section 409A and pursuant to procedures established by the Company) on the date of such separation from service, then any Shares or cash payable pursuant to the

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RSUs on account of such separation from service (other than death) will not be paid to you during the six-month period immediately following such separation from service. Instead, the Shares or cash that would have been payable pursuant to the RSUs on account of your separation from service shall be paid no earlier than the first day of the seventh month following your separation from service.
12.     United Kingdom Specific Provisions . The following provisions apply to you as a resident of the United Kingdom. Please appreciate that the information contained in this Section 12 is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of any particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws of your home country may apply to your situation. You further understand and agree that if you are a citizen or resident of a country other than the one in which you are currently working, or if your employment transfers after the grant of the RSUs, or if you are considered a resident of another country for local law purposes, the information contained herein may not apply to you, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply, or determine that other terms and conditions are necessary or advisable in order to comply with local law or to facilitate the administration of this Agreement.
(a)     Tax and National Insurance Contributions . If the Company determines that it is required to account to HM Revenue & Customs for the Tax Liability and any Secondary NIC Liability or to withhold any other tax as a result of the RSUs, you, as a condition to the vesting of the RSUs, shall make arrangements satisfactory to the Company to enable it to satisfy all withholding liabilities. You shall also make arrangements satisfactory to the Company to enable it to satisfy any withholding requirements that may arise in connection with the vesting of the RSUs or disposition of Shares acquired pursuant to the RSUs. As a further condition of the vesting of the RSUs, you may, at the Company’s discretion, be directed to join with the Company, or if and to the extent that there is a change in the law, any of its Subsidiaries or person who is or becomes a Secondary Contributor, in making a Joint Election which has been approved by HM Revenue & Customs, for the transfer of the whole any Secondary NIC Liability. To the extent permitted by law, you hereby agree to indemnify and keep indemnified the Company and its Subsidiaries for any Tax Liability.
(b)     Securities Disclosure . This Agreement is not an approved prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000 (“FSMA”) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection herewith. This Agreement and the RSUs are exclusively available to you as a bona fide employee of the Employer in the UK.
13.     Acknowledgment . The Company and you agree that the RSUs are granted under, and governed by, this Agreement and by those provisions set forth in the Plan that are incorporated herein by reference. You: (x) acknowledge receipt of a copy of the Agreement, the Plan and the prospectus relating to this award; (y) represent that you have carefully read and are familiar with their provisions; and (z) hereby accept the RSUs subject to all of the terms and conditions set

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forth herein, including those provisions set forth in the Plan that are incorporated herein by reference.
14.     Compliance with Laws and Regulations . The granting of the RSUs and the delivery of Shares hereunder shall be subject to all applicable laws, rules and regulations. The issuance of Shares will be subject to and conditioned upon compliance by the Company and you with all applicable laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Shares may be listed or quoted at the time of such issuance or transfer. If any provision of this Agreement conflicts with applicable mandatory law, the provisions of such law shall govern.
15.     Additional Conditions to Issuance of Shares . If, at any time the Company determines, in its discretion, that as a condition to the issuance of Shares to you (or your estate) hereunder, it is necessary or desirable to (i) list, register, qualify or comply with the rules of any securities exchange, (ii) qualify or comply with any applicable state, federal or foreign law, including the applicable tax code and related regulations, or (iii) obtain the consent or approval of any governmental regulatory authority or securities exchange, then such issuance will not occur unless and until such listing, registration, qualification, rule compliance, consent or approval is completed, effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of Shares hereunder will violate federal securities laws or other applicable law, the Company will defer delivery until the earliest date on which the Company reasonably anticipates that the delivery of Shares hereunder will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state, federal or foreign law or securities exchange and to obtain any such consent or approval of any such governmental authority or securities exchange.
16.     Foreign Exchange . Where applicable, you acknowledge and agree that it is your sole responsibility to investigate and comply with any applicable exchange control laws in connection with the issuance and delivery of the Shares pursuant to the vesting of the RSUs, and that you shall be responsible for any reporting of inbound international fund transfers required under applicable law. You are advised to seek appropriate professional advice as to how the exchange control regulations apply to your specific situation. You acknowledge and agree that neither the Company nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.
17.     Miscellaneous . No provision of this Agreement may be modified, waived, discharged or amended unless such modification, waiver, discharge or amendment is agreed to in writing and signed by the party against whom such modification, waiver, discharge or amendment is asserted. No waiver by either party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. All amounts credited in respect of the RSUs to the book-entry account under this Agreement shall continue for all purposes to be part of the general assets of the Company. Your interest in such account shall make you only a general, unsecured creditor of the Company. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability

9



of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law. In lieu of issuing a fraction of a Share resulting from an adjustment of the RSUs pursuant to Section 9 of the Plan or otherwise, the Company shall be entitled to pay to you an amount equal to the Fair Market Value of such fractional Share. The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and to the benefit of you and your beneficiaries, executors, administrators, heirs and successors. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.
18.     Entire Agreement . This Agreement (including those provisions set forth in the Plan that are incorporated herein by reference) contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto (including those provisions of the Employment Contract describing this award).
19.     Applicable Law . This Agreement (including those provisions set forth in the Plan that are incorporated herein by reference) and all actions taken hereunder or under the Plan shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflict of law principles thereof.
20.     Electronic Delivery and Acceptance . The Company may, in its sole discretion, decide to deliver any documents related to the RSUs or any future awards that may be awarded under the Plan by electronic means, or request your consent to participate in the Plan by electronic means. Such means of electronic delivery may include, but do not necessarily include, the delivery of a link to a Company intranet or the Internet site of a third party involved in administering this award or the Plan, the delivery of the document via electronic mail or such other means of electronic delivery specified by the Company. You consent to the electronic delivery of this Agreement, the Plan and the prospectus relating to this award. You acknowledge that you may receive from the Company a paper copy of any documents delivered electronically, at no cost to you, by contacting the Company by telephone or in writing. You further acknowledge that you will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, you understand that you must provide the Company or any designated third-party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. You may revoke your consent to the electronic delivery of documents (or may change the electronic mail address to which such documents are to be delivered to you) at any time by notifying the Company of such revoked consent or revised electronic mail address by telephone, postal service or electronic mail. Finally, you understand that you are not required to consent to electronic delivery of documents.
21.     No Advice Regarding Grant . The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations or assessments regarding your acceptance of this award, or your acquisition or sale of the underlying Shares. You are hereby

10



advised to consult with your own personal tax, legal and financial advisors regarding your acceptance of this award.
22.     Counterparts . This Agreement may be executed in one or more counterparts (including via facsimile and electronic image scan (pdf)), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each party and delivered to the other party.

[Signatures on Next Page]






11



IN WITNESS WHEREOF , the Company, by its duly authorized officer, and you have executed this Agreement as of the Grant Date.
By your acceptance of this Agreement, you and the Company agree that the RSUs are granted under and governed by the terms and conditions of this Agreement, including those provisions set forth in the Plan that are incorporated herein by reference. You have reviewed this Agreement, the Plan and the prospectus relating to this award in their entirety, and fully understand all provisions thereof. You have had an opportunity to obtain the advice of counsel prior to executing this Agreement. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to this Agreement, the Plan and the prospectus relating to this award. You further agree to notify the Company upon any change in your residence address.

AVON PRODUCTS, INC.
/s/ Susan Ormiston
 
GRANTEE

/s/ Jan Zijderveld
Susan Ormiston, Senior Vice President, Human Resources and Chief Human Resources Officer
 
Jan Zijderveld



12


Exhibit 10.6
[Avon Letterhead]






18 May 2017

Private and Confidential

James Thompson

Dear James ,

It is with great pleasure that I am able to offer you on behalf of Avon Cosmetics Limited ("the Company"), wholly-owned subsidiary of Avon Products. Inc. ("Avon") the permanent position of Senior Vice President, General Counsel and Chief Ethics & Compliance Officer of Avon. The Company is part of the Avon group of companies ("the Avon Group"). You will report to Sheri McCoy, Chief Executive Officer of Avon and your expected commencement date will be on or about 1 August, 2017. This offer is subject to successful receipt of a UK Visa.

The terms and conditions of your employment are set forth herein and in your contract of employment, attached hereto and incorporated in all respects.

Your annual base salary will be £490,000 payable in accordance with the Company's remuneration practices described in your contract of employment. Although this salary is quoted on an annual basis, it does not imply a specific period of employment.

You will be eligible to participate in the annual incentive program available to similarly situated Senior Vice President-level Associates. Your annual target award in 2017 will be 70% of your earned eligible base salary. Annual awards are contingent on relevant individual and business performance goals being achieved and the terms and conditions of the applicable annual incentive program. Annual incentive program payments, if any, are generally made early in the year following the performance period. For the 2017 year, the value of your annual incentive award shall be reduced pro-rata based on your employment commencement date (subject to applicable performance measures being achieved), provided that your employment commences before October 1, 2017.

You will be eligible to participate in the long-term incentive program ("LTIP") available to similarly situated Senior Vice President-level Associates. Your first regular LTIP award is expected to be granted on your start date, with an expected recommended target value of 180% of your eligible, annual base salary, subject to approval of the Compensation and Management Development Committee of Avon's Board of Directors. Subsequent LTIP awards, if any, generally will be granted in March of each year, in the same form and subject to the same terms and conditions as LTIP awards for similarly situated Senior Vice President-level Associates. Long-term incentive awards for your level are currently delivered 1/3 in Restricted Stock Units (RSUs), 1/3 in Performance RSUs and 1/3 in Premium-priced Stock Options. Avon reviews the annual and long-term incentive programs from time to time and reserves the right to change the applicable award mix and the design of the programs at its discretion.








The Company believes strongly in a culture of ethics and compliance and you will be covered by and must comply with Avon's Code of Conduct and other policies. In particular, the Company expects all staff to respect the privacy of other individuals and protection of their personal data. This offer is subject to you agreeing and signing up to our data privacy terms, which are set out separately.

As a senior executive of Avon, you will also need to adhere to stock ownership guidelines, which encourage executive share ownership and align executive interests with those of shareholders. You will have an ownership target equal in value to two times base salary and will be expected to hold 50% of net shares acquired upon vesting of equity awards until this target has been satisfied. Additionally, you will be covered by Avon's Compensation Recoupment Policy and Avon's Change in Control Policy.

You represent and agree that your acceptance and execution of this offer does not conflict with or violate any of the terms, conditions or provisions of any existing contractual relations to which you are bound, and does not conflict with any duties owed or owing to your current employer.

Your employment is contingent upon you passing a satisfactory background investigation, reference checks and compliance with immigration law. As you may be aware, government regulations requires that the Company verify the employment authorisation status of all new employees.

Once you sign your new contract we will send you some additional forms to complete:

Pension entitlement and enrolment
Bank details
Avon's data privacy agreement
When you join Avon you will be required to access our HR system and update both your contact information and personal Information.
You will also be required to bring a copy of your right to work documents on your first day at Avon

Please contact Gina Fitzsimons if you have any queries.

In the meantime we look forward to you joining the Company.



Yours sincerely,

/s/ Susan Ormiston

Senior Vice President, Human Resources and Chief Human Resources Officer


cc: Gina Fitzsimons, Group Vice President, Human Resources, Global Compensation & Benefits &
Global Functions,



Accepted and Agreed to:

/s/ James Thompson
 
18-5-17
 
James Thompson
 
Date
 





[Avon Letterhead]
Contract of Employment

This statement contains the main terms and conditions of your employment with Avon Cosmetics Limited ("The Company"), for the position of Senior Vice President, General Counsel and Chief Ethics & Compliance Officer of Avon.
Please ensure you read and understand this document. If you have any queries relating to your employment please contact the Human Resources Department.


Surname:
Thompson
Forename:
James     
Address of Employee:
TBC
Post code :
TBC

Job Title:
Senior Vice President , General Counsel and Chief Ethics & Compliance Officer of Avon
Reporting to :
Chief Executive Officer
Grade:
A02
Effective Date :
On or about 1August 2017 (subject to successful receipt of a UK Visa)
Continuity of Employment:
No previous service counts towards your continuity of employment.
Salary :
£490,000 per annum
Annual Incentive Programme:
As stated in your offer letter, you are eligible for the annual incentive programme available to similarly situated Senior Vice President level associates, with a target level of 70% of earned eligible base salary. The actual amount of bonus awarded is contingent on relevant individual and business performance goals being achieved and the terms and conditions of the applicable annual incentive program. The payment of bonus and the rules of the scheme are at Avon's discretion and are subject to change. Details of the bonus scheme will be supplied annually.






Long Term Incentive Plan:
As stated in your offer letter, you are eligible to participate in the long-term incentive plan available for similarly situated associates at your level. Further details of the scheme are available on request. Please note the terms of the scheme are subject to change.
Working hours:
Weekly hours: 37.5 plus such additional hours as are necessary for the proper performance at your duties. You acknowledge that you shall not receive further remuneration in respect of such additional hours.
Location:
You will be based at Avon's corporate headquarters in Chiswick.
You may be required to work at other Avon sites from time to time.
Remuneration:
Method of Payment
You will be paid monthly in arrears by or on the last working day of each month by direct credit transfer to your bank or building society account.
Basic Pay Review
Your basic pay will be reviewed annually based on performance.
Deductions
The Company reserves the right to make deductions from your pay in the event of any monies owing to the Company but attributable to you.
Normal Working Pattern:
The Company operates in accordance with the Working Time Regulations 1998. If you require further information please refer to the Company Working Hours Policy held electronically on the HR website.
Flexibility:
Avon will expect you to perform all reasonable tasks assigned to you during the course of your employment which it believes you are competent to perform; you will be required to be flexible in your job responsibilities and to react to the needs of the business. This means that you may be required to:
1.
vary your working hours
2.
to travel on the Company's business (both within the United Kingdom or abroad} as may be required for the proper performance of your duties under the appointment
3.
carry out duties which may be outside the scope of your normal responsibilities but which you are competent to perform.

The Company will give reasonable notice for any changes with regard to occasional travel that might affect you and will always strive at a very minimum to





provide 48 hours’ notice. During your employment, you will not be required to work outside the United Kingdom for any continuous period of more than one month.
Private Medical Insurance:
You will be eligible for private medical cover for yourself
and up to family cover, depending on your personal circumstances.
If you wish to join the scheme you can do so by using our Flexible Benefits system, UP2U. You will receive confirmation of the website and access details shortly after joining the Company.
Further changes to your PMI subscription can only be made once a year when the UP2U 'window' is opened to all eligible employees or if a 'lifestyle event’ (marriage/divorce/birth of child) occurs.
Please note PMI is a benefit which is taxable at source.
Life Assurance:
4 times annual salary is paid on death in service (subject to a cap of £ 1.8 Million).

Company Sick Pay:
The Company operates a Company Sick Pay Scheme
for the benefit of its employees which is in addition to Statutory Sick Pay entitlement. All payments made under this company scheme are at the sole discretion of the Company. Please refer to the Company Sickness Absence Policy which outlines the circumstances in which Company sick pay may be withheld.

                
Service with Avon
 
Entitlement

0-1 year
 
4 weeks
1-2 years
 
8 weeks
2-5 years
 
16 weeks
5+ years
 
26 weeks


Pension Scheme:
Avon operates an employee contributory pension scheme which is open to all permanent and fixed term employees. Under current Auto Enrolment legislation Avon is required to automatically enroll employees who meet certain criteria into a qualifying scheme. Full details of the current Avon Pension Scheme, the enrolment criteria and how Auto Enrolment is applied can be found in the enclosed pension documents. For tax purposes, the Pension Input Period in the Avon Cosmetics Pension Plan ends on 3181 March each year.
Company Car:
You are eligible for a Company Car at the benchmark level for your grade or an annual cash equivalent of £15,252, subject to normal deductions.
You will be provided separately with a copy of the Company Car policy.
Further details can be obtained from the Car Fleet department on [-].
Holiday Entitlement :
The Company's holiday year runs from 1 January to 31 December. You are entitled to 28 days holiday per year plus 8 public holidays.





An employee will accrue holiday from the day their employment with Avon starts. For the avoidance of doubt, you will be able to take holiday as from the start of your employment, without the need to accrue it first. At the conclusion of your employment, you will be paid for any accrued but untaken holiday.
Holiday entitlement on termination will be calculated according to the percentage of the year worked i.e. as the number of days worked divided by 365 (366 for a
leap year). Should you have taken in excess of your accrued entitlement the company may deduct the cash equivalent from your final salary. At the Company’s discretion you may be required to reserve several days of your holiday entitlement. You will be notified of any such requirement in advance on an annual basis.

Flexible Benefits:
The Company operates a self-service electronic flexible benefits scheme called UP2U. Shortly after joining the Company you will be sent details of Avon's UP2U scheme which will allow you to opt into the Private Medical Scheme and to purchase childcare vouchers at that time. Following this there are annual enrolments for the flexible benefits scheme. Enrolment details will be sent to you at this time.

Notice Period:
In the event of involuntary termination (other than for cause) the Company agrees to pay you the equivalent of 24 months' base salary and support the repatriation of your family to the US, on the basis that you enter into an appropriate settlement agreement with the Company which shall include for example a general release of claims, non-competition and non-solicitation provisions and other covenants.

In all other circumstances, you are entitled to receive and are obliged to give 30 days' notice (or statutory notice, whichever is greater).

The Company reserves the right to pay salary in lieu of notice. Alternatively the Company reserves the right to terminate your employment without notice or salary in
Lieu of notice in accordance with the Disciplinary Procedure.

Should you wish to resign from the Company, a letter of your intended resignation should be sent to the Company. The Company requires you to work your notice period unless otherwise mutually agreed. If you fail to give notice to the Company or give the incorrect notice, the Company shall be entitled to withhold a sum from any monies due to you equivalent to the value of the salary you would have been entitled to during the un-worked notice period.





For the purposes of this clause, a termination "for cause" shall mean a termination by the Company because of your (a) continued failure to perform substantially your duties; (b) your wilful failure to perform substantially your duties or other wilful conduct that is materially detrimental to the Company; (c) your personal dishonesty in the performance of your duties;
(d) your breach of fiduciary duty involving personal profit; (e) your commission or conviction of a felony or misdemeanour or pleading guilty to a felony or misdemeanour; (f) your wilful or significant violation of any Avon rule or procedure, including without limitation, absenteeism, violation of safety rules or insubordination; or (g) violation of the Code of Conduct.
All determinations of whether any of the events above have occurred and/or whether cause shall have occurred will be determined by the Company in its sole discretion.

Garden Leave:
The Company reserves the right to require you not to attend your place of work for all or part of your notice period, in its absolute discretion. This period is referred to as "Garden Leave". During Garden Leave:
(a)
the Company shall be under no obligation to provide
any work to you and may revoke any powers you hold on behalf of the Company (or any group company);
(a)
the Company may require you to carry out alternative duties or to only perform such specific duties as are expressly assigned to you, at such location (Including your home) as the Company may decide;
(b)
you will be continue to receive your basic salary and normal contractual benefits in the usual way and subject to the terms of any benefit arrangement;
(c)
you shall remain an employee of the Company and bound by the terms of this agreement (including any
implied duties of good faith and fideli1J' ); and
(d)
the Company may exclude you from any premises of the Company (or any group company).

Any accrued but unused holiday entitlement shall be deemed to be taken during any period of Garden Leave.


Company Equipment:
If you are allocated any Company equipment and your employment is terminated for whatever reason, unless otherwise agreed in writing, you must immediately return all company equipment in good working order as received by you.
Deductions may be made from any final payments for any associated loss or damage.


Code of Conduct:
Some examples are outlined below, however this is not exhaustive and you should refer to the Code of Conduct on the Avon Global Website for further guidance.





Code of Conduct - Gift
The exchange of gifts is often used as a way to enhance business relationships, and within the guidelines stated in Avon's Code of Conduct and Ethics, this is an acceptable practice. Avon permits gifts only of "nominal value,” such as meals, fruit baskets, and bottles of wine, flowers, chocolates/candies, tickets lo occasional sporting events or concerts, and other routine gifts.

Any gifts of greater than nominal value or that otherwise exceed the common courtesies associated with ethical business practices could give the appearance of impropriety and must not be accepted. Examples of gifts that are not permitted include vendor-sponsored trips, vacations, luxury leather accessories, electronics or sporting equipment. Cash and/or loans of any amount are strictly prohibited at all times.

These same standards apply to associates of all levels within the company. If there is any question as to whether or not the value of an offered gift is more than nominal, consult with your Manager or HR.
Code of Conduct - Conflict of Interest: In line with Avon's Code of Conduct and Ethics, employees have an obligation to act in the best interest of the Company. Conflicts of interest are prohibited, which means that no employee should place himself or herself in a situation in which personal interest might conflict with the interest of the Company. A breach of these rules may lead to disciplinary action.
A "conflict of interest”' occurs when an associate's private or family Interest interferes in any way, or even appears to interfere, with the interest of the Company.
A conflict of interest can arise when an associate takes an action or has an Interest that may make it difficult for him or her to perform his or her work objectively and effectively.
Code of Conduct - Other Interests:
You should not engage directly or indirectly in any business or employment if, in the reasonable opinion of the Company, this work may have an adverse effect upon the performance of your duties for the Company.

Inventions and Improvements:
Any invention, design or improvement upon any existing Invention, product or work during the course of your employment will belong to the Company. This includes any computer programme or design whether or not it is capable of patent registered design, design right, database, copyright or any other similar protection, and whether you made or discovered it alone or in conjunction with anybody else. You must immediately tell your Line Manager of any such invention or improvement.






It the Company asks you to do so, you must comply with any requests that it makes in order to ensure that the invention or improvement becomes or remains the property of the Company or its nominee.
Confidential Information:
You must not (at any time) either during or at any time after the termination of your employment:
divulge, disclose or communicate any confidential Information to any person or persons, firm or company other than duly authorised employees of the Company
or
use any confidential information for your own purposes or for any purposes other than those of the Company.
You must at all times exercise utmost care, attention and discretion in handling any confidential information relating to the Company or personal information relating to an individual of which you are aware.

For the purposes of this clause, confidential information includes any of the below:
information in whatever form relating to the organisation
business plans
finances
transactions
terms of business
marketing strategies
sales
customers and prospective customers
suppliers
design and manufacturing process
technical specifications
private affairs of the Company
personal information relating to an individual
other information of a confidential nature

Data Protection and Privacy:
All Information within the Avon Group is processed in accordance with the requirements of the Data Protection Act. The Company expects all staff to respect the privacy of other individuals and protection of their personal data. Your offer of employment is subject to you agreeing and signing up to our data privacy terms.

Right to Search:
To help the Company provide a safe environment and to deter criminal, obscene, pornographic or defamatory acts. While on Company premises or while using company equipment, the Company has the right to carry out:
Searches of your person, personal belongings and vehicle without notice in accordance with Company guidelines.
Drug, drink and substance checks without notice, in line with the Misuse of Drugs and Alcohol policy.






Video surveillance.
Monitoring of electronic communications on private or public lines, such as email.

Failure to comply will lead to disciplinary action and may lead to dismissal.

Key Company Policies:
The following policies are available on the HR website:
Grievance Policy
Performance Capability Policy Misconduct Policy
Sickness Absence Policy
Medical Examinations:
The Company may require a medical report to enable it to make decisions regarding your employment, e.g. in cases of Ill-health. The Company may require you to undergo a medical examination by its medical advisor. In addition, you will be expected to provide the Company's health professional with information about your medical condition as it may reasonably require. This is in order to ensure your state of health enables the Company to act within both yours and the Company's best interest. You may be asked in specific circumstances to consent to the Company contacting your doctor and to his or her discussing your medical condition and history with us or a doctor nominated by the Company.

Collective Agreement:
There is no collective agreement which directly affects your employment.
Variations to Terms and Conditions:
The Company reserves the right to change the terms and conditions of your employment from time to time to take into account Company policy, the needs of the business and/or new legislation. This may include Implementation of new policies and procedures as they become necessary to meet the needs of the business.
Reasonable notice will be given when this occurs.
Entire Agreement
This agreement, together with the offer letter and Relocation Letter, constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
Governing Law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.





Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation.




I confirm that I agree with the terms and conditions set out in this Contract of Employment and agree to be bound by the rules of the Company policies:


Name: James Thompson
Signed: _ /s/ James Thompson ______________

Date: ___ 18-5-17 ______________________



Signed on Behalf of the Company


Name: Susan Ormiston, Senior Vice President, Human Resources and Chief Human Resources Officer
Signed: __ /s/ Susan Ormiston ______________

Date: ___ 18-May-17 _____________________





Exhibit 10.7
[Avon Letterhead]

Private and Confidential
18 May 2017

James Thompson

RELOCATION TO THE UNITED KINGDOM
Dear James,

We are pleased to confirm the terms and conditions relating to your relocation to the United Kingdom ("Destination Country") from the United States ("Departure Country") in connection with your anticipated employment with Avon Cosmetics Limited, a wholly owned subsidiary of Avon Products, Inc. (collectively for purposes of this letter, "Avon").

This letter (the "Relocation Letter") is linked with Avon 's Permanent International Transfer Policy -Tier 1 (hereafter "the Permanent Relocation Policy") as may be in effect from time to time, and summarizes key points in the Permanent Relocation Policy as it pertains to your relocation and may contain certain additional requirements and terms. The Permanent Relocation Policy may be changed from time to time as legal requirements may dictate or, subject to the above provisions, new practices may require or for other reasons at the discretion of Avon. In addition, local conditions and guidelines applicable to Avon international transfers in the Destination Country will also govern. The items in this letter do not create a contract of employment, but simply seek to confirm the conditions that pertain to your relocation to the Destination Country. In the event of any change in circumstances, or additional matters not known at this time, Avon reserves the right to make adjustments to this letter.

IMPORTA NT DETAILS

It is expected that you will relocate to the Destination Country on or about August 1, 2017 coincident with the commencement of your employment with Avon Cosmetics Limited, pending the grant of your work permit/visa in the Destination Country, and your acceptance of the terms and conditions of this letter and your offer letter and contract of employment.

For the purposes of this letter, your accompanying family will include yourself, your spouse/partner and your dependent child.

Please note that the payments and benefits set out in this letter are only payable provided you remain employed by Avon at the time of payment.
Expense Reimbursement
Weichert, a third party relocation company, will be responsible for expense reimbursement of all relocation-related expenses. Relocation expenses are not to be submitted through the internal expense system or any local expense process for reimbursement without prior approval from Avon Global Mobility. Most relocation expenses are taxable and therefore Avon Global Mobility and your Weichert Relocation Counselor must process all relocation expenses to ensure proper tax compliance for Avon. Expenses must be submitted to Weichert for reimbursement within three (3) months of the date the expense was incurred.







Work Permit/Visa
You are required to meet the entry and visa/work permit requirements of the Destination Country prior to your arrival. Avon will therefore arrange for all appropriate immigration documents, visas, and work permits to be obtained in order to facilitate your permanent relocation. Your relocation terms and conditions are subject to this compliance, and as such you are not permitted to move to your Destination Country and begin the role until you have obtained all necessary immigration documents.

Avon will cover the costs associated with you and your accompanying family obtaining the appropriate immigration documentation, including the costs of any medical examinations and police checks. While Avon will assist you in preparing your passport(s) and visa/work permit applications, you are responsible for taking all required action to secure these documents. You are also responsible for ensuring your passport and the passport of your accompany family, as well as any necessary endorsements remain valid and up to date.

You are not permitted to work in the Destination Country until you have obtained proper work authorization. You should consult with the Avon Global Mobility team and/or the Avon designated immigration services law firm prior to making plans for business travel or relocation to ensure that your plans are compatible with immigration regulations in the Destination Country. Compliance is a very serious matter for Avon and Associates are expected to comply with the Destination Country laws and regulations.

TRANSITION SUPPORT FOR FIRST YEAR OF EMPLOYMENT

During the first year of your employment, we understand that your family will generally remain in the United States while you move to the Destination Country. Given this transition, the following support will be provided to you during this first year period or until the date on which your family relocates to the Destination Country, whichever is earlier.

Destination Country Housing and Utilities
You will be provided with a two (2) bedroom suitable fully-furnished serviced corporate apartment in or reasonably proximate to Chiswick (London) for the first year of your employment. Avon will cover the full cost of this housing, as well as typical utilities costs (e.g. gas, electricity, water and waste removal). In the event you select a location that exceeds the reasonable cost of a corporate apartment in Chiswick, you will be responsible for any difference in cost.

Your Duty of Care : You are required to exercise reasonable due diligence while you inhabit and maintain the rental property or serviced accommodation in accordance with the terms and conditions of the applicable rental agreement, and should understand the meaning of acceptable wear and tear under its term. If liability for property damage (including cabinet or furniture damage) occurs due to the fault or negligence of you and/or your family or guests, Avon will not reimburse for damages. You will be responsible for any and all reasonable and appropriate repair and maintenance expenses throughout your stay (including lawn care/garden maintenance, and pool maintenance, as applicable, but excluding maintenance and repair of structural elements, appliances, HVAC, plumbing, electrical systems and similar expenses, unless due to property damage by you and/or or family or guests as provided for above). Avon reserves the right to collect any amount withheld from the company-paid security deposit from any amount you are due from Avon, including but not limited to: base salary, bonus, any incentive compensation awards, relocation allowances, expense reports, tax equalization calculations etc. to the extent allowed by law.





Home Leave Allowance
Avon will provide you with a home leave allowance which is designed to give you the opportunity to maintain ties with family and friends in the Departure Country. The allowance will be based upon two (2) roundtrip airfares for you from London, United Kingdom to Cincinnati, Ohio in the United States, via the most direct route available, plus the estimated cost of ground transportation to/from the airport. Class of travel shall be in accordance with Avon's business travel policies. Your home leave allowance will be paid as a lump sum upon hire and will be grossed-up to cover all applicable taxes. You are expected to use vacation leave during home leave.

International Medical Insurance
While your accompanying family members remain in the Departure Country, you and your family will be enrolled in Avon's international assignee medical plan. This plan provides coverage for medical, dental, prescription drug, and medical evacuation. Additional details will be provided separately. This coverage will last for one year from the date of hire or until the date on which your family relocates to the Destination Country, whichever is earlier. The coverage will only remain in place whilst you are employed by Avon.

Tax Assistance
The objective of tax assistance is to ensure that your tax liability during the first year of your employment will be approximately the amount that would be payable if you were working and living in the United Kingdom exclusively. The tax assistance is limited to income tax and social taxes on income you earn due to your Avon employment. A tax assistance calculation/reconciliation will be prepared at the end of each relevant calendar year to determine if there is any incremental tax liability to you in this regard, and if so, it will be covered by Avon. After your one-year anniversary with Avon, this assistance will no longer be provided

You are required to attend a tax briefing with Avon's preferred tax advisor, Ernst & Young LLP (hereafter "EY"), to discuss the tax assistance and the Departure Country and Destination Country tax issues and obligations. The scope of the briefings will include overview of applicable tax rules, including residency issues (and the requirement to complete special departure documentation) and personal tax concerns related to the international relocation.

PERMANENT RELOCATION SUPPORT

Your family is expected to relocate to the UK approximately one year from your date of hire. At that time, you will generally be eligible for relocation benefits under the Permanent Relocation Policy as may be in effect from time to time, which includes, but is not limited to, a home finding trip. destination services, miscellaneous relocation allowance of USD 10,000, relocation travel for you and your accompanying family, temporary living accommodations expenses, shipment of household goods, one home leave allowance, access to an educational consultant (which, notwithstanding the foregoing, shall be made available immediately upon your acceptance of the Employment Agreement) and education assistance for your accompanying dependent child for one (1) year. Such payments or benefits will be grossed-up to cover all applicable taxes. In addition, you will also be eligible for the following:

Transition Premium
To help you address the reported economic penalties generated by this international relocation, you will receive a one-time payment of USD 10,000 within thirty (30) days following your family's relocation to the UK. This payment will be converted to and paid in GBP and is designed to cover expenses such as: pet shipment costs, Departure Country property management or lease cancellation fees, additional family/spouse/partner supports etc. This payment will be grossed-up to cover all applicable taxes.





Destination Country Housing Allowance
As there is a relevant difference between real estate markets and housing rental costs between Cincinnati, Ohio in the Departure Country and the Destination Country, Avon will provide you with a monthly allowance for two (2) years to help temporarily bridge the gap. Avon will cover any associated Departure or Destination Country taxes on this allowance, and therefore the amount will be grossed-up to cover all applicable taxes. This allowance will be phased-out over two (2) years as per the following schedule:

First year: Monthly allowance of approximately GBP 2,500
Second year: Monthly allowance of approximately GBP l,250

Medical Insurance
After the coverage under Avon's international assignee medical plan ceases as described above, Avon will consider your family's needs for medical insurance at that time and the coverage to be provided under your Employment Contract and evaluate whether any additional or alternative medical insurance benefits will be provided to you, with any such decision to be made in Avon's sole discretion.

TAX PREPARATION AND FILING SUPPORT

EY will be completing your Destination County and Departure Country income tax returns for the first calendar year of your employment and for the next subsequent two (2) calendar years thereafter provided you remain employed by Avon Cosmetics Limited (Avon's cost not to exceed GBP 10,000 per year). It is therefore imperative that you make contact with them to ensure that all necessary information is being compiled and that the tax process is in place to file your tax returns on a timely basis.

CERTAIN REIMBURSEMENTS AND PAYMENTS

Payments (including reimbursements) addressed in this letter may be subject to Section 409A of the U.S. Internal Revenue Code ("409A"). In order to ensure compliance with 409A, please note the following: Many of the benefits addressed in this letter are provided to you via reimbursement from Avon. For tax reasons, in many cases (noted above), Avon commits to providing you with a reimbursement as soon as administratively possible but no later than March 15th of the year following the year in which the underlying expense is incurred. However, in order for Avon to be able to reimburse you on a timely basis, you must submit the reimbursement request and the supporting documentation as soon as possible in accordance with normal expense reimbursement policy, but no later than January 31st of the year following the year in which the underlying expense is incurred. Your failure to meet this deadline may lead to Avon being unable to reimburse you by the applicable March 15th (or other applicable date), in which case you could become subject to significant additional taxes and penalties under 409A, and Avon will not provide additional payments to you to cover any such additional taxes and penalties. Avon makes no representation about the effect of 409A on the provisions of this letter and Avon will not have any liability to you in the event that you become subject to taxation under 409A.

TERMINATION OF EMPLOYMENT

Avon will pay the actual costs of moving you and your family and your personal effects back to Cincinnati, Ohio in the United States if the return trip is made within a reasonable period of time following the date of your termination in the event of: (i) the involuntary termination of your employment (other than for cause), or (ii) your retirement from Avon, on the basis that you enter into an appropriate settlement agreement with Avon as described in your Employment Agreement. For the purposes of this clause, 'retirement' shall mean a voluntary termination of employment (not for cause) whereby:





you reach retirement age under the UK pension scheme (as referred to in your Employment Agreement); and
you have no alternative employment after the termination of your employment with Avon

In the event that you resign under any other circumstances or are terminated for cause, Avon will reimburse only the repatriation costs that are mandated by law, if any.

ln the event you resign (for any reason, including retirement) or are terminated for cause within twenty­ four (24) months following the start of your employment or, if later, twelve (12) months following the start of your permanent relocation, you may be required to repay Avon for relocation expenditures paid or reimbursed by Avon, as outlined in the Permanent Transfer Policy and the Relocation Repayment and Authorization Agreement.

We wish you best in your move,


Sincerely,

/s/ Susan Ormiston
_______________________________
Susan Ormiston
Senior Vice President, Human Resources and Chief Human Resources Officer



ACKNOWLEDMENT AND ACCETANCE

l hereby agree to and accept the foregoing terns and condition s. l acknowledge that 1have received the following documents: Avon 's Permanent International Transfer Policy -Tier I. 1 understand that Avon 's policies are subject to amendment and change as deemed appropriate by Avon.


/s/ James Thompson                          18-5-17
_________________________                      ___________________
James Thompson                           Date



Susan Ormiston                    Page 1 of 11                    August 8, 2016

Exhibit 10.8
[Avon Letterhead]



Personal & Confidential

August 8, 2016

Susan Ormiston
SVP HR & Chief HR Officer
Avon - USA


LONG TERM ASSIGNMENT TO THE UNITED KINGDOM

Dear Susan:

We are very pleased to confirm the terms and conditions relating to your relocation to London, United Kingdom (hereafter “Host Country”) as Senior Vice President HR & Chief HR Officer, reporting to Sheri McCoy, Chief Executive Officer. The terms provided in this Letter of Assignment (“LOA”) are generally governed by the Avon Long Term International Assignment Policy - Tier 1. This is an international assignment to Avon Cosmetics Limited in the Host Country.

The items in this LOA do not create a contract of employment, but simply seek to confirm the conditions that pertain to your transition to the Host Country. While you are on assignment, you will continue to be an employee of Avon Products, Inc. (“Avon” or the “Company”) under terms and conditions consistent with employment by Avon in New York, United States (hereafter “Home Country”).

In the event of any change in circumstances, or additional matters not known at this time, Avon reserves the right to make adjustments to this LOA. You are required to notify Avon of any changes to your family status in order that any assignment allowances may be adjusted accordingly. The LOA will also be reviewed on an annual basis and any assignment allowances will be adjusted accordingly based on changes to your base salary.

This letter is linked with Avon’s Long Term International Assignment Policy - Tier 1 (including the Global Tax Equalization Policy) (hereafter “the Policy”), as may be in effect from time to time. This letter summarizes key points in the Policy as it pertains to your relocation and may contain certain additional requirements and terms. The Policy may be changed from time to time as legal requirements may dictate, new practices may require, or for other reasons at the discretion of Avon. In terms of this specific assignment, local conditions and guidelines applicable to Avon international assignees in the Host Country will also govern your assignment.

DETAILS

The following provisions will apply beginning on or about October 15, 2016, pending grant of your work permit/visa in the Host Country, and your acceptance of the terms and conditions of this letter.

The terms outlined will apply for up to two (2) years, and is anticipated to be reviewed on or before October 31, 2018.





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The assignment may be less than two (2) years subject to the discretion of Avon. The expected duration of this assignment is not a guaranteed term of employment or term of assignment, and your employment remains at-will meaning that your employment and/or assignment can be terminated at any time, with or without notice.

In the event that your assignment exceeds the expected end date, and an extension assignment letter has not been issued, you have not been localized and/or you have not been repatriated, the terms and conditions in this LOA will continue to prevail .

COMPENSATION & BENEFITS OVERVIEW

Total Compensation
Your total compensation includes your annual base salary, your annual incentive awards, your long term incentive plan awards, and any other bonuses or performance-related incentives received during this assignment. It also incorporates international assignment-related allowances and benefits as detailed throughout this letter. Your compensation will be subject to Home Country hypothetical tax and you will be paid the net amount, as described below.

Base Salary
As of your start date in the Host Country, your annual base salary will be US$ 519,000.00. Although this salary is quoted on an annual basis, it does not imply a specific period of employment. Your salary will continue to be based upon your Home Country salary ranges. Your next salary review is scheduled for April 2017.

You will remain on the Avon USA payroll during your international assignment. You may, however, elect to receive a portion of your salary in the Host Country. Please refer to the Compensation Delivery section for more details.

Annual Incentive Plan
Your target award for 2016 is currently 60% of your earned eligible base salary, subject to and in accordance with Avon applicable annual incentive program for your level.

Your annual bonuses, if any, will be paid via the Avon-USA payroll while you are on assignment.

Long Term Incentives
While on assignment, you will continue to be eligible to participate in the long-term incentive programs available for your level.

Avon reviews the annual and long-term incentive programs from time to time and reserves the right to change the programs at its discretion.

Compensation Delivery
A balance sheet approach will be used to ensure that your purchasing power in the Host Country is similar to what it would be had you remained in the Home Country.

A copy of your balance sheet is attached. You will initially continue to receive your salary via your Home Country payroll. Should you decide to receive a portion of your salary in the Host Country during your assignment, please contact your EY Assignment Services contact (see Pre-Departure and Relocation Support section for further details) in writing with the desired home and/or host salary



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payments. However, you will not begin receiving funds in the Host Country until you confirm that you have opened a bank account in the Host Country.

Associate Benefits
While on assignment, the Avon Home Country policies and benefit programs as in effect from time to time will govern your employment. The Avon Home Country payroll department will continue to handle any payroll deductions required for social security taxes, other mandated contributions and contributions to the Avon-sponsored benefit plans in your Home Country.

International Medical Insurance
You and your eligible accompanying dependents will be enrolled in Avon’s international assignee medical plan while you are on assignment. This plan provides coverage for medical, dental, prescription drug, and medical evacuation. Additional details will be provided separately. Avon reserves the right to amend, modify or terminate its benefit plans at any time.

Vacation & Holidays
Vacation eligibility is based on the Avon-USA vacation policy. Your public holidays will be based on the local Host Country holiday schedule.

TAXATION

Tax Equalization
Under the terms of the Policy, Avon’s tax reimbursement policy applicable for your assignment is called ‘tax equalization’. The objective of tax equalization is to ensure that your tax liability while on assignment in the Host Country will be approximately the amount that would be payable if you were working and living in your Home Country. The tax equalization policy is limited to income tax and social taxes. In order to equalize the tax obligation of your foreign service, a hypothetical Home Country income tax is computed and deducted from your total salary. A tax equalization calculation/reconciliation will be prepared at the end of each calendar year to determine if the appropriate Home Country taxes were withheld on your total compensation during your foreign service through your hypothetical income tax deductions. This may result in a balance due to Avon or due to you.

Payment of Assignment Allowances and Reimbursements
Unless otherwise stated, all assignment allowances/reimbursements will be paid net-of-tax.

Tax Assistance
You are required to attend a tax briefing with Avon’s preferred tax advisor; Ernst & Young LLP (hereafter “EY”) in your Home and Host Country to discuss the tax equalization policy and your Home Country and Host Country tax issues and obligations. The scope of the briefings will include any special tax rules applicable to you on your international assignment; including residency issues (and the requirement to complete special departure documentation) and personal tax concerns related to the international assignment.
 
EY will also be completing your income tax returns while you are on assignment. It is therefore imperative that you make contact with them to ensure that all necessary information is being compiled and that the tax process is in place to file your tax returns on a timely basis. Please contact EJ Kim of EY-United States . Contact information is as follows:
    
Telephone: [------]              Email: [------]




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You should also contact EY-UK regarding your Host Country returns. Contact information is as follows:

Telephone: [------]           Email: [------]

Lorraine Williams, a Senior Manager at EY in the United States, is responsible for the day-to-day coordination of tax issues regarding Avon’s worldwide expatriates. She may be reached at [------] or via email at [------]. Jay Sternberg, a tax partner at EY in New York, is responsible for Avon’s worldwide expatriate tax work.

In the event of severance, tax treatment of any payments made to you will be reviewed and income tax withholding adjusted accordingly, if necessary.

Hypothetical Tax
As stated above, a hypothetical Home Country tax will be deducted from your total compensation when it is paid to you which includes base salary, annual incentive awards, long term incentive plan awards and any other bonuses or performance-related incentives received during your assignment. Severance payments may also be subject to hypothetical tax. A determination will be made by Avon at the time of payment, in consultation with EY.

Social Security
The hypothetical tax deduction does not cover your Home Country social security obligation. The Home Country payroll department should continue to handle this deduction while you are on assignment. You will not be responsible for any Host Country social taxes incurred while on assignment. These taxes will be paid on your behalf by Avon Cosmetics Limited

PRE-DEPARTURE AND RELOCATION SUPPORT

Assignment Management
Avon has partnered with an external firm EY Assignment Administration, for assignment management services during your assignment. Your EY Assignment Services contact is Neepa Patel who can be reached via email at [------] or telephone at [------].

Your EY Assignment Services contact will have the overall responsibility to coordinate and guide support services such as your pre-assignment consultation and initiation of all vendor services.

Upon receipt of this signed LOA, EY will contact you for your pre-assignment consultation.

Weichert Workforce Mobility (Weichert)
Avon has partnered with a third-party relocation company, Weichert, to assist you in coordinating your relocation support. Your counselor will have the overall responsibility to coordinate and guide support services and expense reimbursement of all assignment related expenses.

Expense Reimbursement
Your Weichert Relocation Counselor will be responsible for expense reimbursement of all assignment related expenses. Assignment expenses are not to be submitted through the internal expense system or any local expense process for reimbursement without prior approval from Avon Global Mobility. Most assignment expenses are taxable and therefore Avon Global Mobility and your Weichert Relocation Counselor must process all assignment expenses to ensure proper tax



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compliance for Avon. Expenses must be submitted to Weichert for reimbursement within three (3) months of the date the expense was incurred.

Work Permit/Visa
You are required to meet the entry and visa/work permit requirements of the Host Country prior to your arrival. Avon will therefore arrange for all appropriate immigration documents, visas, and work permits to be obtained in order to facilitate your assignment. Your assignment terms and conditions are subject to this compliance, and as such you are not permitted to move to the Host Country and begin the role until you have obtained all necessary immigration documents.

Avon will cover the costs associated with you and your accompanying dependents obtaining the appropriate immigration documentation, including the costs of any medical examinations and police checks. While Avon will assist you in preparing your passport(s) and visa/work permit applications, you are responsible for taking all required action to secure these documents. You are also responsible for ensuring your passport and the passport of your accompanying dependents, as well as any necessary endorsements remain valid and up to date whilst on assignment.

You are not permitted to work in the Host Country until you have obtained proper work authorization . You should consult with the Avon Global Mobility team and/or the Avon designated immigration services law firm prior to making plans for business travel or relocation to ensure that your plans are compatible with immigration regulations in the Host Country. Compliance is a very serious matter for Avon and Associates are expected to comply with the Host Country laws and regulations.

Pre-Assignment Trip
To prepare you for your upcoming assignment, Avon will provide you and your spouse a pre-assignment trip to the Host Country in order to view housing options. You should also use this visit to meet with future colleagues. The duration of the trip is a maximum of four (4) days/three (3) nights and includes air fare and accommodation as per the Avon Business Travel Policy, as well as reasonable meals and ground transportation. Your EY Assignment Services contact will arrange for a local Destination Services Provider to support you during this trip.

Destination Services
To assist you in settling into your new environment, you are entitled to five (5) days of destination services in the Host Country which will be provided through outside consultants chosen by Avon.
Destination services will include the following:

Home Search - including an assessment of your housing needs, home finding and viewings and standard lease negotiations
Area Orientation and Settling In - including city and area tour once housing is found, utility connection, location registration and bank account set up

Where possible, destination services should coincide with your Pre-Assignment Trip.

Miscellaneous Relocation Allowance
You will receive a one-time net payment equivalent to one month’s base salary, not to exceed US$10,000. This will be paid to you upon your start date in the Host Country.

This allowance is designed to subsidize expenses not otherwise covered by the provisions of this letter, including but not limited to: house cleaning, membership cancellations, excess baggage,



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automobile registration, or purchase of special clothing and minor appliances (DVD player, toaster, tea kettle, blender, vacuum cleaner, etc.).

Spousal/Partner Support
Since your spouse/partner will relocate with you, Avon will provide a one-time net allowance of US$5,000 at the beginning of your assignment, to contribute towards your spouse/partner’s career and personal development in order to help them better assimilate into daily life in the Host Country. Example of expenses the allowance is intended to cover includes maintaining professional skills, pursuing educational opportunities and participation in social groups/activities.

Relocation Travel
Avon will provide you and your accompanying dependents with one-way, direct travel from New York, United States to London, United Kingdom on relocation. The mode and class of transportation will be in accordance with Avon’s business travel guidelines. You will need to submit your invoice for relocation travel to your Weichert Relocation Counselor for reimbursement.

Temporary Living
If your permanent accommodation in the Host Country is not immediately available, or you are required to vacate your Home Country property prior to departure, you will be reimbursed for actual temporary living expenses (including lodging, meals, gratuities and incidental expenses) for up to a cumulative maximum of thirty (30) days.

You should contact your Weichert Relocation Counselor before making any arrangements for temporary lodging.

You will also be reimbursed for the cost of one medium sized rental car for the period you are in temporary lodging. You will need to submit your invoice for car rental to your Weichert Relocation Counselor for reimbursement.

Shipment of Household Effects
Avon will make the necessary arrangements with an approved third party moving company to ship your household and personal effects from New York, United States to London, United Kingdom. The cost of shipping, insuring and clearing your goods through customs will be borne by Avon. You will be responsible for any duty on luxury items or goods that exceed duty free limits. You will be provided with the following maximum shipping allowance:

Air shipment of one container up to a maximum size of 2.6 cubic meters
In case of moving into unfurnished accommodation, sea/surface shipment of one standard 40ft container

Insurance coverage will be arranged through a third party insurer, and you will be required to complete an Inventory of Household Goods to detail the estimated value of the items you are shipping.

In general, in line with Host Country customs regulations, belongings will not be shipped until work permits, visas and all other required documents are secured.

Please refer to the Policy for a detailed outline of shipping exclusions.




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Major Appliances and Fixtures Allowance
Avon does not support the shipment of major appliances to or from the Host Country. As such, you will be reimbursed for the reasonable cost of purchasing major appliances that are not provided with your new residence in the Host Country, or available from prior assignees. The appliances remain the property of Avon. Please refer to the Policy for the definition of major appliances and consult your EY Assignment Services contact for pre-approval of your appliance purchases.

Storage
If your Home Country property is to be rented out whilst you are on assignment, Avon will pay for up to 30 days of storage and insurance for the goods that are not to be shipped to the Host Country.

Avon will not cover any costs associated with the storage of personal and household effects in your Home Country.


DURING THE ASSIGNMENT

Goods and Services Differential
The goods and services differential is calculated by taking the difference between the goods and services (hereafter “G&S”) index of your Host and Home location times the amount that someone at your income level and family size would typically on goods and services in the Home Country. The portion of your salary used on goods and services in the Home Country is also referred to as your spendable income. It is the Home Country spendable income, not total base salary that is protected from the higher costs of goods and services.

The G&S differential will be determined at the start of your assignment however Avon’s independent data provider continually monitors exchange rates and movements in the rate of inflation for both countries. As conditions change in the Home and/or Host Countries, the differential may be increased, decreased, or removed based on new survey data from the data provider. Your balance sheet will reflect changes, positive or negative, to your goods & services index and exchange rate only when there is an adjustment for inflation or new pricing surveys are available. Your balance sheet will be updated in April and October of each year. The calculation of the G&S differential will utilize your current annual base salary, up to a maximum annual base salary of US$200,000.

You will begin to receive the G&S differential, if applicable, once you have moved out of temporary accommodation into permanent accommodation in the Host Country. Please notify your EY Assignment Services contact once you have secured permanent housing so that the applicable G&S differential can be implemented. The G&S differential will be paid in Host Country currency via the Host Country payroll.

Host Country Housing and Utilities Allowance
Avon will be assuming the full cost of your housing in the Host Country based on housing costs for individuals with your salary and family size in London per the information provided by the independent cost of living data provider.

Your housing allowance is up to GBP 8,000 per month for furnished housing, and will be delivered via payroll. If your actual rent exceeds your housing allowance, any excess will be your own responsibility and not covered by Avon. If applicable, additional taxes and condo fees will be covered in addition to your housing allowance.




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A separate monthly allowance will also be provided to cover the cost of Host Country utilities (excluding telephone, cable television & internet service costs). This allowance will be reflected on your balance sheet and delivered via payroll.

Host Country Leases: The decision as to whether you will reside in Company leased or individually leased quarters will be made by Avon after a review of the tax and legal implications involved and therefore final approval of your housing selection will be required from Avon Global Mobility. No lease commitment should be signed prior to this determination or prior to review of the lease by Avon Global Mobility.

When securing your housing, a security deposit may be required and therefore Avon may approve to provide an advance to assist in covering this cost. When the deposit is refunded at the end of the lease, this amount will be repayable to Avon.
 
Your Duty of Care: You are required to exercise due diligence while you inhabit and maintain the rental property in accordance with the terms and conditions of your rental agreement. You should understand the meaning of acceptable wear and tear in your host location. If liability for property damage (including cabinet or furniture damage) occurs due to the fault or negligence of you and/or your family, Avon will not reimburse for damages. You will be responsible for any and all repair and maintenance expenses throughout your assignment (including lawn care/garden maintenance and pool maintenance). Avon reserves the right to collect any amount withheld from the Company-paid security deposit from any amount you are due from Avon, including but not limited to: base salary, bonus, any incentive compensation awards, assignment allowances, expense reports, tax equalization calculations, etc. to the extent allowed by law.

Host Country Transportation
You will be provided with transportation support in the Host Country in accordance with local policy.

Home Leave Allowance
Avon will provide you with an annual home leave allowance which is designed to give you the opportunity to renew ties with family, friends and work associates in your Home Country. The allowance will be calculated based upon a return airfare from London, UK to New York, USA, for you and your accompanying dependents via the most direct route available, plus the estimated cost of ground transportation to/from the airport. Class of travel is business class. Your home leave allowance will be paid as a lump sum once per year at the beginning of your assignment and on the following anniversaries of your assignment start date.

You are expected to use vacation leave during home leave, and your final trip should not be scheduled within three (3) months of your anticipated assignment end date.
        
Emergency Medical Assistance/Emergency Evacuation
You and your accompanying dependents are also covered under Avon’s emergency evacuation policy through Travel Guard should such a situation arise. To contact Travel Guard, call toll-free [------] (International Collect: [------]) and reference Avon's Group Name and Policy Number: Avon Products Inc. - [------]. Please keep this information with you when you travel. You can also access the Travel Guard website: www.chartisinsurance.com/travelguardassistance to find travel resources and a complete list of recommended healthcare providers in various locations throughout the world. You will be provided with a brochure and wallet card under separate cover.




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Emergency Leave
If you have to return to your Home Country because of death or serious injury to a member of your immediate family, direct return economy class airfare(s) and ground transportation will be reimbursed for you and your accompanying dependents. You will be allowed up to seven (7) paid days as emergency leave.

SPECIAL PAYMENTS

In some locations, certain Host Country special payments and Host Country severance (termination indemnity) payments are required by local law. Should you qualify for and/or receive Host Country additional compensation required by local law, you understand that you are not entitled to these benefits under this LOA and you must turn over these benefits to Avon . In some cases, such Home Country benefits, payments, allowances or differentials will automatically be offset for the Host Country special payments, at Avon's direction.

DATA PRIVACY

During the assignment, your personal information will be collected and stored electronically in order to process salary payments, track your assignment details and generate other reports. By signing this letter, you expressly consent to the transfer of any information by Avon to related companies.

CERTAIN REIMBURSEMENTS AND PAYMENTS

Payments (including reimbursements) addressed in this letter may be subject to Section 409A of the U.S. Internal Revenue Code (“409A”) for international assignees who are subject to U.S. tax law. In order to ensure compliance with 409A, please note the following:

Many of the benefits addressed in this letter are provided to you via reimbursement from Avon. For tax reasons, in many cases (noted above), Avon commits to providing you with a reimbursement as soon as administratively possible but no later than March 15th of the year following the year in which the underlying expense is incurred. However, in order for Avon to be able to reimburse you on a timely basis, you must submit the reimbursement request and the supporting documentation as soon as possible in accordance with normal expense reimbursement policy, but no later than January 31st of the year following the year in which the underlying expense is incurred. Your failure to meet this deadline may lead to Avon being unable to reimburse you by the applicable March 15th (or other applicable date), in which case you could become subject to significant additional taxes and penalties under 409A, and Avon will not provide additional payments to you to cover any such additional taxes and penalties. Avon makes no representation about the effect of 409A on the provisions of this letter and Avon will not have any liability to you in the event that you become subject to taxation under 409A.



EMPLOYMENT CONSIDERATIONS

It is understood that in accepting this assignment, the terms and conditions are to be kept strictly confidential and to be the basis of your employment in the Host Country. It is also understood that you will continue to adhere to the spirit of Avon policies, and that Human Resources policies governing compensation and benefits as they relate to your particular case will be determined by reference



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to Avon’s practices rather than Avon Cosmetics Limited’s practices, as well as by reference to the Avon Long Term International Assignment Policy - Tier 1 and Global Tax Equalization Policy. It is also understood that all of the items covered in this letter are subject to your continued satisfactory performance.

END OF THE TERM

Upon successful completion of your assignment in the Host Country, it is Avon’s current intent to offer you a package to continue in your role. Of course Avon’s business structure and other circumstances cannot be known at this time and as such, at the end of your assignment period, you may be offered repatriation back to your Home Country, an extension of your assignment in the Host Country, or localization in the Host Country.

If you are repatriating back to your Home Country, you will be provided with repatriation assistance in accordance with Avon’s Long Term International Assignment Policy - Tier 1 in effect at the time. All applicable international on-assignment allowances will be discontinued upon the end of your assignment, or, if later, on the date that is six (6) months following the date that you are notified that your assignment will end.

If it becomes necessary for Avon to initiate action resulting in the termination of your employment (except for cause) while on international assignment, you will be reimbursed for reasonable expenses related to repatriation in accordance with the Policy as in effect at that time, which may include: repatriation airfare and return shipment to your Home Country of the household effects in the same amount as provided for during relocation and a Miscellaneous Relocation Allowance. To be eligible to receive these benefits, relocation to your Home Country must occur within 30 days of termination.

If, while on assignment or immediately upon the conclusion of your assignment, your employment is terminated under circumstances that would trigger the payment of severance benefits under the Home Country’s severance plan as may be amended from time to time, then you will also be entitled to receive severance benefits. Any severance benefits payable to you will be payable under such severance plan (or as if the benefits were payable thereunder) and subject to terms and conditions of such severance plan, including, for example, provisions requiring that you sign a general release of claims, non-competition and non-solicitation provisions and other specified covenants and provisions related to 409A (which may include any applicable six-month delay for certain payments made upon termination of employment). Notwithstanding anything to the contrary, if your employment is terminated while on this assignment or anytime thereafter and you are otherwise eligible for severance benefits under the Home Country severance plan as described above or otherwise, any cash severance benefits that you are then entitled to will be no less than 24 months of base salary (subject to applicable taxes), in all cases subject to you signing a severance benefit agreement in such form as Avon determines, which shall include, for example, a general release of claims, non-competition and non-solicitation provisions and other covenants. In no case will severance be provided to you if you voluntarily resign or are terminated for cause (as determined by Avon in accordance with its plans and policies).

This letter will be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to its conflict of laws principles.

Susan, we are very pleased you will be relocating to the United Kingdom to continue your important role with Avon.

Sincerely,




                            



Susan Ormiston                    Page 11 of 11                    August 8, 2016

/s/ Sheri McCoy
 
8/8/16
 
Sheri McCoy
 
Date
 
Chief Executive Officer
 
 
 
 
 
 
 
    
ACKNOWLEDGEMENT AND ACCEPTANCE

I hereby agree to and accept the foregoing terms and conditions. I acknowledge that I have received the following documents: the Avon Long Term International Assignment Policy and Summary - Tier 1 and the Avon Global Tax Equalization Policy. I understand that Avon’s policies are subject to amendment and change as deemed appropriate by the company.


/s/ Susan Ormiston
 
8/16/16
 
Susan Ormiston
 
Date
 
cc:
Gina Fitzsimons, GVP HR - Compensation and Benefits & Global Functions
Michelle Parczuk, ED HR - Western Europe
Pedro Conejos, ED Compensation and Benefits - International & Global Mobility
Lorraine Williams (EY)



NOTE: All costs of this assignment will be charged to Corporate Human Resources cost center.






Exhibit 10.9
[Avon Letterhead]

12 June 2017

Private and Confidential

Miguel Fernandez

Dear Miguel,

It is with great pleasure that I am able to offer you on behalf of Avon Cosmetics Limited ("the Company"), a wholly-owned subsidiary of Avon Products, Inc. ("Avon") the permanent position of Global President of Avon. The Company is part of the Avon group of companies (“the Avon Group”). You will report to Sheri McCoy, Chief Executive Officer of Avon, and your expected commencement date will be on or about 14 August, 2017. This offer is subject to successful receipt of a UK Visa.

The terms and conditions of your employment are set forth herein and in your contract of employment, attached hereto and incorporated in all respects.

Your annual base salary will be £530,000 payable in accordance with the Company's remuneration practices described in your contract of employment. Although this salary is quoted on an annual basis, it does not imply a specific period of employment.

You will be eligible to participate in the annual incentive program available to similarly situated Executive Vice President-level Associates. Your annual target award in 2017 will be 80% of your earned eligible base salary, provided that your employment commences on or before 1 October, 2017. Annual awards are contingent on relevant individual and business performance goals being achieved and the terms and conditions of the applicable annual incentive program. Annual incentive program payments, if any, are generally made early in the year following the performance period. For the 2017 year, the value of your annual incentive award shall be reduced pro-rata based on your employment commencement date (subject to applicable performance measures being achieved). Please note that if your employment commences after 1 October, 2017 for any reason, you will not be eligible for a 2017 annual incentive program award.

You will be eligible to participate in the long-term incentive program (“LTIP”) available to similarly situated Executive Vice President-level Associates. Your first such regular LTIP award is expected to be granted on your start date, with an expected recommended target value of 260% of your eligible, annual base salary, subject to approval of the Compensation and Management Development Committee of Avon’s Board of Directors.  This assumes your employment commences no later than October 1, 2017. Should your start date be after October 1, 2017, then you will not be eligible to receive a 2017 LTIP award and then your first award would be the regular 2018 award, planned to be granted in March, pursuant to the terms and conditions of the 2018 LTIP program available for similarly situated associates.








Subsequent LTIP awards, if any, generally will be granted in March of each year, in the same form and subject to the same terms and conditions as LTIP awards for similarly situated Executive Vice President-level Associates. Long-term incentive awards for your level are currently delivered 1/3 in time-based Restricted Stock Units (RSUs), 1/3 in performance RSUs (PRSUs) and 1/3 in premium-priced Stock Options.  Avon reviews the annual and long-term incentive programs from time to time and reserves the right to change the applicable award mix and the design of the programs at its discretion.

The Company believes strongly in a culture of ethics and compliance and you will be covered by and must comply with Avon's Code of Conduct and other policies. In particular, the Company expects all staff to respect the privacy of other individuals and protection of their personal data. This offer is subject to you agreeing and signing up to our data privacy terms, which are set out separately.

As a senior executive of Avon, you will also need to adhere to stock ownership guidelines, which encourage executive share ownership and align executive interests with those of shareholders. You will have an ownership target equal in value to three times base salary and will be expected to hold 50% of net shares acquired upon vesting of equity awards until this target has been satisfied. Additionally, you will be covered by Avon's Compensation Recoupment Policy and Avon’s Change in Control Policy.

You represent and agree that your acceptance and execution of this offer does not conflict with or violate any of the terms, conditions or provisions of any existing contractual relations to which you are bound, and does not conflict with any duties owed or owing to your current employer.

Your employment is contingent upon you passing a satisfactory background investigation, reference checks and compliance with immigration law. As you may be aware, government regulations requires that the Company verify the employment authorisation status of all new employees.

Once you sign your new contract we will send you some additional forms to complete:

Pension entitlement and enrollment
Bank details
Avon’s data privacy agreement
When you join Avon you will be required to access our HR system and update both your contact information and personal information.
You will also be required to bring a copy of your right to work documents on your first day at Avon

Please contact Gina Fitzsimons if you have any queries.

In the meantime we look forward to you joining the Company.


Yours sincerely,

/s/ Susan Ormiston
___________________
Susan Ormiston
Senior Vice President, Human Resources and Chief Human Resources Officer

cc: Gina Fitzsimons, Group Vice President, Human Resources, Global Compensation & Benefits & Global Functions,


Accepted and Agreed to:



/s/ Miguel Fernandez                            13/6/17
____________________________                    ________________________
Miguel Fernandez                            Date    





[Avon Letterhead]

Contract of Employment

This statement contains the main terms and conditions of your employment with Avon Cosmetics Limited (“The Company”), for the position of Global President of Avon.
    
Please ensure you read and understand this document. If you have any queries relating to your employment please contact the Human Resources Department.

Surname:
Fernandez
Forename:
Miguel
Address of Employee:
TBC
Post code:
TBC
Job Title:
Global President
Reporting to:
Chief Executive Officer
Grade:
E02 (Executive Vice President)

Effective Date:

Continuity of Employment:


Salary:
14 August 2017 (subject to successful receipt of a UK Visa)

No previous service counts towards your continuity of employment.


£530,000 per annum
Annual Incentive Programme:
As stated in your offer letter, you are eligible for the annual incentive programme available to similarly situated Executive Vice President-level associates, with a target level of 80% of earned eligible base salary. The actual amount of bonus awarded is contingent on relevant individual and business performance goals being achieved and the terms and conditions of the applicable annual incentive program. The payment of bonus and the rules of the scheme are at Avon’s discretion and are subject to change. Details of the bonus scheme will be supplied annually.

One off bonus payments:

The Company recognises that by joining the Company, you will forfeit a significant amount of long-term incentive value in your current role and so the Company will pay a one-time ‘sign on’ cash bonus in the sum equivalent to USD 1,400,000.





















Furthermore, the Company recognises that you have forfeited your 2017 annual bonus with your current employer and so the Company agrees to pay an additional one-off cash bonus payment in the sum the amount equivalent to USD 104,000.

The above payments will be converted to GBP and made to you (less all relevant tax and other normal deductions) in March 2018. These payments will be made provided that you are still actively employed with the Company on the date of payment. Please note that “actively employed” means that you are still employed by the Company (or one of the companies within the Avon group) and are not working out your notice or on garden leave.

If you resign from your employment with the Company for any reason or your employment is terminated for cause (as defined below) within 12 months of your employment commencement date, then you agree to repay both of the bonuses described in this section in full. The Company reserves the right to deduct any amount owed from your salary or other payments made under this agreement.
Long Term Incentive Plan:
As stated in your offer letter, you are eligible to participate in the long-term incentive plan available for similarly situated associates at your level. Further details of the scheme are available on request. Please note the terms of the scheme are subject to change.
Working hours:
Weekly hours: 37.5 plus such additional hours as are necessary for the proper performance of your duties. You acknowledge that you shall not receive further remuneration in respect of such additional hours.
Location:
You will be based at Avon’s corporate headquarters in Chiswick.
You may be required to work at other Avon sites from time to time.
Remuneration:
Method of Payment
You will be paid monthly in arrears by or on the last working day of each month by direct credit transfer to your bank or building society account.

Basic Pay Review
Your basic pay will be reviewed annually based on performance.

Deductions
The Company reserves the right to make deductions from your pay in the event of any monies owing to the Company but attributable to you.
 
 
Normal Working Pattern:
The Company operates in accordance with the Working Time Regulations 1998. If you require further





 
information please refer to the Company Working Hours Policy held electronically on the HR website.

Flexibility:
Avon will expect you to perform all reasonable tasks assigned to you during the course of your employment which it believes you are competent to perform; you will be required to be flexible in your job responsibilities and to react to the needs of the business. This means that you may be required to:
1. vary your working hours
2. to travel on the Company's business (both within the United Kingdom or abroad) as may be required for the proper performance of your duties under the appointment
3. carry out duties which may be outside the scope of your normal responsibilities but which you are competent to perform.

The Company will give reasonable notice for any changes with regard to occasional travel that might affect you and will always strive at a very minimum to provide 48 hours’ notice. During your employment, you will not be required to work outside the United Kingdom for any continuous period of more than one month.
Private Medical Insurance:
You will be eligible for private medical cover for yourself and up to family cover, depending on your personal circumstances

If you wish to join the scheme you can do so by using our Flexible Benefits system, UP2U. You will receive confirmation of the website and access details shortly after joining the Company.
Further changes to your PMI subscription can only be made once a year when the UP2U ‘window’ is opened to all eligible employees or if a ‘lifestyle event’ (marriage/divorce/birth of child) occurs.
Please note PMI is a benefit which is taxable at source.
Life Assurance:
4 times annual salary is paid on death in service (subject to a cap of £1.8 Million).
Company Sick Pay:
The Company operates a Company Sick Pay Scheme for the benefit of its employees which is in addition to Statutory Sick Pay entitlement. All payments made under this company scheme are at the sole discretion of the Company. Please refer to the Company Sickness Absence Policy which outlines the circumstances in which Company sick pay may be withheld.
 
Service with Avon                                                          Entitlement
0-1 year 4 weeks
1-2 years 8 weeks
2-5 years 16 weeks
5+ years 26 weeks

Pension Scheme:

Avon operates an employee contributory pension scheme which is open to all permanent and fixed term





 
employees. Under current Auto Enrolment legislation Avon is required to automatically enroll employees who meet certain criteria into a qualifying scheme. Full details of the current Avon Pension Scheme, the enrolment criteria and how Auto Enrolment is applied can be found in the enclosed pension documents.
For tax purposes, the Pension Input Period in the Avon Cosmetics Pension Plan ends on 31st March each year.

 
 
Company Car:
You are eligible for a Company Car at the benchmark
level for your grade or an annual cash equivalent of
£15,252, subject to normal deductions.
You will be provided separately with a copy of the Company Car policy.

Further details can be obtained from the Car Fleet department on [-].
Holiday Entitlement:
The Company’s holiday year runs from 1 January to 31 December. You are entitled to 28 days holiday per year plus 8 public holidays.
An employee will accrue holiday from the day their employment with Avon starts.
At the conclusion of your employment, you will be paid for any accrued but untaken holiday.
Holiday entitlement on termination will be calculated according to the percentage of the year worked i.e. as the number of days worked divided by 365 (366 for a leap year).
Should you have taken in excess of your accrued entitlement the company may deduct the cash equivalent from your final salary.
At the Company’s discretion you may be required to reserve several days of your holiday entitlement. You will be notified of any such requirement in advance on an annual basis.

Flexible Benefits:
The Company operates a self-service electronic flexible benefits scheme called UP2U. Shortly after joining the Company you will be sent details of Avon’s UP2U scheme which will allow you to opt into the Private Medical Scheme and to purchase childcare vouchers at that time.
Following this there are annual enrolments for the flexible benefits scheme. Enrolment details will be sent to you at this time.

Notice Period:
In the event of involuntary termination (other than for cause) the Company agrees to pay you the equivalent of 24 months’ base salary and support the repatriation of your family to Mexico, on the basis that you enter into an appropriate settlement agreement with the Company which shall include for example a general release of claims, non-competition and non-solicitation provisions and other covenants.

In all other circumstances, you are entitled to receive and are obliged to give 6 months’ notice to terminate your employment.






 
The Company reserves the right to pay salary in lieu of notice.  Alternatively the Company reserves the right to terminate your employment without notice or salary in lieu of notice in accordance with the Disciplinary Procedure.  

Should you wish to resign from the Company, a letter of your intended resignation should be sent to the Company. The Company requires you to work your notice period unless otherwise mutually agreed.  If you fail to give notice to the Company or give the incorrect notice, the Company shall be entitled to withhold a sum from any monies due to you equivalent to the value of the salary you would have been entitled to during the un-worked notice period.

 For the purposes of this clause, a termination “for cause” shall mean a termination by the Company because of your (a) continued failure to perform substantially your duties; (b) your wilful failure to perform substantially your duties or other wilful conduct that is materially detrimental to the Company; (c) your personal dishonesty in the performance of your duties; (d) your breach of fiduciary duty involving personal profit; (e) your commission or conviction of a felony or misdemeanour or pleading guilty to a felony or misdemeanour; (f) your wilful or significant violation of any Avon rule or procedure, including without limitation, absenteeism, violation of safety rules or insubordination; or (g) violation of the Code of Conduct. All determinations of whether any of the events above have occurred and/or whether cause shall have occurred will be determined by the Company in its sole discretion.

Garden Leave:























Company Equipment:
 
The Company reserves the right to require you not to
 attend your place of work for all or part of your notice
 period, in its absolute discretion. This period is referred to as “Garden Leave”. During Garden Leave:
(a) the Company shall be under no obligation to provide any work to you and may revoke any powers you hold on behalf of the Company (or any group company);
(b) the Company may require you to carry out alternative duties or to only perform such specific duties as are expressly assigned to you, at such location (including your home) as the Company may decide;
(c) you will be continue to receive your basic salary and normal contractual benefits in the usual way and subject to the terms of any benefit arrangement;
(d) you shall remain an employee of the Company and bound by the terms of this agreement (including any implied duties of good faith and fidelity); and
(e) the Company may exclude you from any premises of the Company (or any group company).

 Any accrued but unused holiday entitlement shall be deemed to be taken during any period of Garden Leave.


If you are allocated any Company equipment and your employment is terminated for whatever reason, unless otherwise agreed in writing, you must immediately return all company equipment in good working order as received by you.






 
Deductions may be made from any final payments for
any associated loss or damage.

Code of Conduct:

Some examples are outlined below, however this is
not exhaustive and you should refer to the Code of
Conduct on the Avon Global Website for further
guidance.
Code of Conduct - Gifts:

The exchange of gifts is often used as a way to enhance business relationships, and within the guidelines stated in Avon’s Code of Conduct and Ethics, this is an acceptable practice. Avon permits gifts only of “nominal value,” such as meals, fruit baskets, and bottles of wine, flowers, chocolates/candies, tickets to occasional sporting events or concerts, and other routine gifts.

Any gifts of greater than nominal value or that otherwise exceed the common courtesies associated with ethical business practices could give the appearance of impropriety and must not be accepted. Examples of gifts that are not permitted include vendor-sponsored trips, vacations, luxury leather accessories, electronics or sporting equipment. Cash and/or loans of any amount are strictly prohibited at all times.

These same standards apply to associates of all levels within the company. If there is any question as to whether or not the value of an offered gift is more than nominal, consult with your Manager or HR.
Code of Conduct - Conflict of Interest:


In line with Avon’s Code of Conduct and Ethics, employees have an obligation to act in the best interest of the Avon. Conflicts of interest are prohibited, which means that no employee should place himself or herself in a situation in which personal interest might conflict with the interest of the Avon. A breach of these rules may lead to disciplinary action.

A “conflict of interest” occurs when an associate’s private or family interest interferes in any way, or even appears to interfere, with the interest of the Avon. A conflict of interest can arise when an associate takes an action or has an interest that may make it difficult for him or her to perform his or her work objectively and effectively.
Code of Conduct - Other Interests:
You should not engage directly or indirectly in any business or employment if, in the reasonable opinion of the Company, this work may have an adverse effect upon the performance of your duties for the Avon Group.
Inventions and Improvements:

Any invention, design or improvement upon any existing invention, product or work during the course of your employment will belong to the Company. This includes any computer programme or design whether or not it is capable of patent registered design, design right, database,





 

copyright or any other similar protection, and whether you made or discovered it alone or in conjunction with anybody else. You must immediately tell your Line Manager of any such invention or improvement.

If the Company asks you to do so, you must comply with any requests that it makes in order to ensure that the invention or improvement becomes or remains the property of the Company or its nominee.
Confidential Information:
You must not (at any time) either during or at any time after the termination of your employment:
-divulge, disclose or communicate any confidential Information to any person or persons, firm or company other than duly authorised employees of the Company
or
-use any confidential information for your own purposes or for any purposes other than those of the Company.

You must at all times exercise utmost care, attention and discretion in handling any confidential information relating to the Avon Group or personal information relating to an individual of which you are aware.

For the purposes of this clause, confidential information includes any of the below:
-information in whatever form relating to the organisation
-business plans
-finances
-transactions
-terms of business
-marketing strategies
-sales
-customers and prospective customers
-suppliers
-design and manufacturing process
-technical specifications
-private affairs of the Company
-personal information relating to an individual
-other information of a confidential nature
Data Protection and Privacy:
All information within the Avon Group is processed in accordance with the requirements of the Data Protection Act. The Company expects all staff to respect the privacy of other individuals and protection of their personal data. Your offer of employment is subject to you agreeing and signing up to our data privacy terms.
Right to Search:
To help the Company provide a safe environment and
to deter criminal, obscene, pornographic or
defamatory acts. While on Company premises or
while using company equipment, the Company has
the right to carry out:
       -Searches of your person, personal
       belongings and vehicle without notice in
       accordance with Company guidelines.






 
-Drug, drink and substance checks without
notice, in line with the Misuse of Drugs
and Alcohol policy.
-B32Video surveillance.
-Monitoring of electronic communications
 on private or public lines, such as email.

Failure to comply will lead to disciplinary action and may lead to dismissal.

Key Company Policies:
 The following policies are available on the HR website:
Grievance Policy
Performance Capability Policy
Misconduct Policy
Sickness Absence Policy
Medical Examinations:
The Company may require a medical report to enable it
to make decisions regarding your employment, e.g. in cases of ill-health. The Company may require you to undergo a medical examination by its medical advisor. In addition, you will be expected to provide the Company’s health professional with information about your medical condition as it may reasonably require. This is in order to ensure your state of health enables the Company to act within both yours and the Company’s best interest.
  You may be asked in specific circumstances to consent
  to the Company contacting your doctor and to his or
  her discussing your medical condition and history with
  us or a doctor nominated by the Company.
Collective Agreement:
There is no collective agreement which directly affects
your employment.
Variations to Terms and Conditions:
The Company reserves the right to change the terms
and conditions of your employment from time to time to
take into account Company policy, the needs of the
business and/or new legislation. This may include
implementation of new policies and procedures as they
become necessary to meet the needs of the business.

Reasonable notice will be given when this occurs.
 
 
Entire Agreement










Governing Law





This agreement and the offer letter constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.



This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.






Jurisdiction

 
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation.

I confirm that I agree with the terms and conditions set out in this Contract of Employment and agree to be bound by the rules of the Company and Avon policies:


Name: Miguel Fernandez

/s/ Miguel Fernandez
Signed: _______________________________


Date: __ 13/6/17 _________________________





Signed on Behalf of the Company


Name: _ Susan Ormiston __________________


Signed: __ /s/ Susan Ormiston _____________


Date: ___ 12/6/17 _________________________






Exhibit 10.10
[Avon Letterhead]

Private and Confidential
12 June 2017
Miguel Fernandez
PERMANENT RELOCATION TO THE UNITED KINGDOM
Dear Miguel:
We are pleased to confirm the terms and conditions relating to your permanent relocation to the United Kingdom (“Destination Country”) from Mexico (“Departure Country”) in connection with your anticipated employment with Avon Cosmetics Limited, a wholly owned subsidiary of Avon Products, Inc. (collectively for purposes of this letter, “Avon”).

This letter (the “Relocation Letter”) is linked with Avon’s Permanent International Transfer Policy - Tier 1 (hereafter “the Permanent Relocation Policy”) as may be in effect from time to time, and summarizes key points in the Permanent Relocation Policy as it pertains to your relocation and may contain certain additional requirements and terms. The Permanent Relocation Policy may be changed from time to time as legal requirements may dictate or, subject to the above provisions, new practices may require or for other reasons at the discretion of Avon. In addition, local conditions and guidelines applicable to Avon international transfers in the Destination Country will also govern. The items in this letter do not create a contract of employment, but simply seek to confirm the conditions that pertain to your relocation to the Destination Country. In the event of any change in circumstances, or additional matters not known at this time, Avon reserves the right to make adjustments to this letter.
IMPORTANT DETAILS

It is expected that you will relocate to the Destination Country on or about 14 August, 2017 coincident with the commencement of your employment with Avon Cosmetics Limited, pending the grant of your work permit/visa in the Destination Country, and your acceptance of the terms and conditions of this letter and your offer letter and contract of employment.
For the purposes of this letter, your accompanying family will include yourself, your spouse/partner and your dependent children.
Please note that the payments and benefits set out in this letter are only payable provided you remain employed by Avon at the time of payment.
Expense Reimbursement
Weichert, a third party relocation company, will be responsible for expense reimbursement of all relocation-related expenses. Relocation expenses are not to be submitted through the internal expense system or any local expense process for reimbursement without prior approval from Avon Global Mobility. Most relocation expenses are taxable and therefore Avon Global Mobility and your Weichert Relocation Counselor must process all relocation expenses to ensure proper tax compliance for






Avon. Expenses must be submitted to Weichert for reimbursement within three (3) months of the date the expense was incurred.

Work Permit/Visa
You are required to meet the entry and visa/work permit requirements of the Destination Country prior to your arrival. Avon will therefore arrange for all appropriate immigration documents, visas, and work permits to be obtained in order to facilitate your permanent relocation. Your relocation terms and conditions are subject to this compliance, and as such you are not permitted to move to your Destination Country and begin the role until you have obtained all necessary immigration documents.

Avon will cover the costs associated with you and your accompanying family obtaining the appropriate immigration documentation, including the costs of any medical examinations and police checks. While Avon will assist you in preparing your passport(s) and visa/work permit applications, you are responsible for taking all required action to secure these documents. You are also responsible for ensuring your passport and the passport of your accompany family, as well as any necessary endorsements remain valid and up to date.

You are not permitted to work in the Destination Country until you have obtained proper work authorization . You should consult with the Avon Global Mobility team and/or the Avon designated immigration services law firm prior to making plans for business travel or relocation to ensure that your plans are compatible with immigration regulations in the Destination Country. Compliance is a very serious matter for Avon and Associates are expected to comply with the Destination Country laws and regulations.

PERMANENT RELOCATION SUPPORT

You will generally be eligible for relocation benefits under the Permanent Relocation Policy as may be in effect from time to time, which includes, but is not limited to, a home finding trip, destination services, miscellaneous relocation allowance of USD 10,000 (converted to GBP and grossed up to cover applicable taxes), spousal allowance of USD 5,000 (converted to GBP and grossed up to cover applicable taxes), relocation travel for you and your accompanying family, temporary living accommodations expenses, shipment of household goods, cultural orientation and language lessons, one home leave allowance in the first year of your employment, tax return preparation support for the tax year of your relocation and education assistance for your accompanying dependent children for one (1) year. In addition, you will also be eligible for the following:

Destination Country Housing Allowance
As there is a relevant difference between real estate markets and housing rental costs between the Departure Country and the Destination Country, Avon will provide you with a monthly allowance for two (2) years to help temporarily bridge the gap. Avon will cover any associated Departure or Destination Country taxes on this allowance, and therefore the amount will be grossed-up to cover all applicable taxes. This allowance will be phased-out over two (2) years as per the following schedule:

First year: Monthly allowance of approximately GBP 4,000
Second year: Monthly allowance of approximately GBP 2,000

If necessary, you will be reimbursed for a broker’s fee to secure rental accommodation in the Destination Country, however Avon will not assist with security deposits. In addition, you will be reimbursed for a





broker’s fee to sell your home in the Departure Country, up to a maximum of USD 150,000 net. Reimbursements will be converted to GBP at the time of payment.

TERMINATION OF EMPLOYMENT If your employment is involuntarily terminated by Avon (other than for cause) within twenty-four (24) months following the start of your employment, Avon will pay the actual costs of moving you and your family and your personal effects back to Mexico if the return trip is made within a reasonable period of time following the date of your termination, provided that you enter into an appropriate settlement agreement with Avon as described in your Employment Agreement. In the event that you resign under any circumstances or are terminated for cause, Avon will reimburse only the repatriation costs that are mandated by law, if any.
In the event you resign (for any reason, including retirement) or are terminated for cause within twenty-four (24) months following the start of your employment, you may be required to repay Avon for relocation expenditures paid or reimbursed by Avon, as outlined in the Permanent Transfer Policy and the Relocation Repayment and Authorization Agreement.

We wish you the best in your move.

Sincerely,

/s/ Susan Ormiston
______________________________         
Susan Ormiston
SVP, Chief Human Resources Officer         

ACKNOWLEDGEMENT AND ACCEPTANCE

I hereby agree to and accept the foregoing terms and conditions. I acknowledge that I have received the following documents: Avon’s Permanent International Transfer Policy - Tier 1. I understand that Avon’s policies are subject to amendment and change as deemed appropriate by Avon.



/s/ Miguel Fernandez
_______________________                          _ June 13, 2017 __________     
Miguel Fernandez                              Date
                






Exhibit 31.1
CERTIFICATION
I, Jan Zijderveld, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Avon Products, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 3, 2018
 
/s/ Jan Zijderveld
Jan Zijderveld
Chief Executive Officer




Exhibit 31.2
CERTIFICATION
I, James Wilson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Avon Products, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 3, 2018
 
/s/ James Wilson
James Wilson
Executive Vice President and
Chief Financial Officer




Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Avon Products, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2018 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jan Zijderveld, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ Jan Zijderveld
Jan Zijderveld
Chief Executive Officer
May 3, 2018




Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Avon Products, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2018 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James Wilson, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ James Wilson
James Wilson
Executive Vice President and
Chief Financial Officer
May 3, 2018