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PART II
desired control objectives, and management was required to apply its judgment in evaluating and implementing possible controls and
procedures. Based upon their evaluation, the principal executive and principal financial officers concluded that our disclosure controls and
procedures were effective as of December 31, 2015, at the reasonable assurance level. Disclosure controls and procedures are designed to
ensure that information relating to Avon (including our consolidated subsidiaries) required to be disclosed by us in the reports we file or
submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the United States
Securities and Exchange Commission’s rules and forms and to ensure that information required to be disclosed is accumulated and
communicated to management to allow timely decisions regarding disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is defined as a process designed by, or under the
supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other
personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
• pertain to the maintenance of records that, in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations
of our management and directors; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that
could have a material effect on the financial statements.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent
limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in
judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or
improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely
basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process,
and it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Under the supervision and with the participation of our management, including our principal executive and principal financial officers, we
assessed as of December 31, 2015, the effectiveness of our internal control over financial reporting. This assessment was based on criteria
established in the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework). Based on our assessment using those criteria, our management concluded that our internal
control over financial reporting as of December 31, 2015, was effective.
PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the financial statements included in this 2015
Annual Report on Form 10-K, has audited the effectiveness of our internal control over financial reporting as of December 31, 2015. Their
report is included on page F-2 of our 2015 Annual Report.
Changes in Internal Control over Financial Reporting
Our management has evaluated, with the participation of our principal executive and principal financial officers, whether any changes in our
internal control over financial reporting that occurred during our last fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on
the evaluation we conducted, our management has concluded that no such changes have occurred.
ITEM 9B. OTHER INFORMATION
Not applicable.
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