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CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR”
STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995
Statements in this report (or in the documents it incorporates by reference) that are not historical facts or information may be forward-
looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “estimate,” “project,”
“forecast,” “plan,” “believe,” “may,” “expect,” “anticipate,” “intend,” “planned,” “potential,” “can,” “expectation,” “could,” “will,”
“would” and similar expressions, or the negative of those expressions, may identify forward-looking statements. They include, among other
things, statements regarding our anticipated or expected results, future financial performance, various strategies and initiatives (including
our stabilization strategies, cost savings initiatives, multi-year restructuring programs and other initiatives and related actions), costs and cost
savings, competitive advantages, impairments, the impact of currency devaluations and other laws and regulations, government
investigations, internal investigations and compliance reviews, results of litigation, contingencies, taxes and tax rates, potential alliances,
acquisitions or divestitures, liquidity, cash flow, uses of cash and financing, hedging and risk management strategies, pension,
postretirement and incentive compensation plans, supply chain and the legal status of our Representatives. Such forward-looking statements
are based on management’s reasonable current assumptions, expectations, plans and forecasts regarding the Company’s current or future
results and future business and economic conditions more generally. Such forward-looking statements involve risks, uncertainties and other
factors, which may cause the actual results, levels of activity, performance or achievement of Avon to be materially different from any future
results expressed or implied by such forward-looking statements, and there can be no assurance that actual results will not differ materially
from management’s expectations. Such factors include, among others, the following:
our ability to improve our financial and operational performance and execute fully our global business strategy, including our ability to
implement the key initiatives of, and realize the projected benefits (in the amounts and time schedules we expect) from, our stabilization
strategies, cost savings initiatives, multi-year restructuring programs and other initiatives, product mix and pricing strategies, enterprise
resource planning, customer service initiatives, sales and operation planning process, outsourcing strategies, Internet platform and
technology strategies, marketing and advertising strategies, information technology and related system enhancements and cash
management, tax, foreign currency hedging and risk management strategies, and any plans to invest these projected benefits ahead of
future growth;
the possibility of business disruption in connection with our stabilization strategies, cost savings initiatives, multi-year restructuring
programs, or other initiatives;
our ability to reverse declining revenue, margins and net income, particularly in North America, and to achieve profitable growth,
particularly in our largest markets such as Brazil and developing and emerging markets such as Mexico and Russia;
our ability to improve working capital and effectively manage doubtful accounts and inventory and implement initiatives to reduce
inventory levels, including the potential impact on cash flows and obsolescence;
our ability to reverse declines in Active Representatives, to implement our sales Leadership program globally, to generate Representative
activity, to increase the number of consumers served per Representative and their engagement online, to enhance branding and the
Representative and consumer experience and increase Representative productivity through field activation programs and technology tools
and enablers, to invest in the direct-selling channel, and to compete with other direct-selling organizations to recruit, retain and service
Representatives and to continue to innovate the direct-selling model;
general economic and business conditions in our markets, including social, economic and political uncertainties in the international
markets in our portfolio;
the effect of economic factors, including inflation and fluctuations in interest rates and currency exchange rates, as well as the designation
of Venezuela as a highly inflationary economy and the devaluation of its currency, foreign exchange restrictions, particularly currency
restrictions in Venezuela and Argentina, and the potential effect of such factors on our business, results of operations and financial
condition;
any developments in or consequences of investigations and compliance reviews, and any litigation related thereto, including the ongoing
investigations and compliance reviews of Foreign Corrupt Practices Act (“FCPA”) and related United States (“U.S.”) and foreign law
matters in China and additional countries, as well as any disruption or adverse consequences resulting from such investigations, reviews,
related actions or litigation, including our ability to reach settlements with the United States Securities and Exchange Commission (“SEC”)
and the United States Department of Justice (“DOJ”) with regard to the ongoing FCPA investigations or, if we are able to reach
settlements, the timing or terms of such settlements, or if we are unable to reach settlements, the outcome of any subsequent litigation
with the government which could have a material adverse effect;
a general economic downturn, a recession globally or in one or more of our geographic regions, or sudden disruption in business
conditions, and the ability of our broad-based geographic portfolio to withstand an economic downturn, recession, cost inflation,
commodity cost pressures, economic or political instability, competitive or other market pressures or conditions;
the effect of political, legal, tax and regulatory risks imposed on us in the U.S. and abroad, our operations or our Representatives,
including foreign exchange or other restrictions, adoption, interpretation and enforcement of foreign laws, including in jurisdictions such
A V O N 2013 1