Bond AvonPro Inc. 5% ( US054303BA99 ) in USD

AvonPro Inc.

100 % ▼

United States

US054303BA99 ( in USD )

5% per year ( payment 2 times a year)

14/03/2023 - Bond has expired

Prospectus brochure of the bond Avon Products Inc US054303BA99 in USD 5%, expired

2 000 USD

488 933 000 USD

054303BA9

BB- ( Non-investment grade speculative )

B1 ( Highly speculative )

Avon Products, Inc. is a global beauty company selling beauty, personal care, and household products directly to consumers through a network of independent sales representatives.

The Bond issued by AvonPro Inc. ( United States ) , in USD, with the ISIN code US054303BA99, pays a coupon of 5% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/03/2023

The Bond issued by AvonPro Inc. ( United States ) , in USD, with the ISIN code US054303BA99, was rated B1 ( Highly speculative ) by Moody's credit rating agency.

The Bond issued by AvonPro Inc. ( United States ) , in USD, with the ISIN code US054303BA99, was rated BB- ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

Final Propectus Supplement
http://www.sec.gov/Archives/edgar/data/8868/000119312513098833/d4...
424B2 1 d434513d424b2.htm FINAL PROPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-180054
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Proposed Maximum
Amount of
Title of Each Class of
Amount to be
Offering Price
Aggregate
Registration
Securities to be Registered

Registered

Per Unit

Offering Price

Fee
2.375% Notes due 2016

$250,000,000

99.945%

$249,862,500

$34,081.25
4.600% Notes due 2020

$500,000,000

99.851%

$499,255,000

$68,098.38
5.000% Notes due 2023

$500,000,000

99.030%

$495,150,000

$67,538.46
6.950% Notes due 2043

$250,000,000

99.711%

$249,277,500

$34,001.45
Total:

$1,500,000,000

$1,493,545,000

$203,719.54(1)

(1)
The filing fee of $203,719.54 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
1 of 58
3/11/2013 10:09 AM

Final Propectus Supplement
http://www.sec.gov/Archives/edgar/data/8868/000119312513098833/d4...
Table of Contents
Prospectus Supplement
(To Prospectus Dated March 12, 2012)
$1,500,000,000

$250,000,000 2.375% Notes due 2016
$500,000,000 4.600% Notes due 2020
$500,000,000 5.000% Notes due 2023
$250,000,000 6.950% Notes due 2043

This is an offering of $250,000,000 principal amount of our 2.375% Notes due 2016 (the "2016 Notes"), $500,000,000 principal amount of our 4.600% Notes due
2020 (the "2020 Notes"), $500,000,000 principal amount of our 5.000% Notes due 2023 (the "2023 Notes") and $250,000,000 principal amount of our 6.950% Notes
due 2043 (the "2043 Notes" and, together with the 2016 Notes, the 2020 Notes and the 2023 Notes, the "Notes"). The 2016 Notes will mature on March 15, 2016. The
2020 Notes will mature on March 15, 2020. The 2023 Notes will mature on March 15, 2023. The 2043 Notes will mature on March 15, 2043. The interest rate on each
series of the Notes may be adjusted under the circumstances described in this prospectus supplement under the heading "Description of Notes--Interest Rate
Adjustment." We will pay interest on the Notes semi-annually in arrears on each March 15 and September 15, commencing on September 15, 2013.
We may redeem some or all of the Notes at any time and from time to time at the prices described under the heading "Description of Notes--Optional Redemption." If
we experience a Change of Control Triggering Event (as defined herein), we will be required to offer to repurchase the Notes from holders as described under the
heading "Description of Notes--Offer to Repurchase Upon Change of Control Triggering Event."
The Notes will be our unsecured senior obligations and will rank equally in right of payment with our other existing and future unsecured senior indebtedness.
This prospectus supplement and the accompanying prospectus include additional information about the terms of the Notes.

Investing in the Notes involves risks. See the "Risk Factors" section beginning on page S-4 of this prospectus supplement, page 1 of the accompanying
prospectus and page 8 of our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2012.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or
determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Per
Total
Per
Total
Per
Total
Per
Total
2016
for 2016
2020
for 2020
2023
for 2023
2043
for 2043

Note

Notes

Note

Notes

Note

Notes

Note

Notes

Public
offering
price(1)
99.945%

$ 249,862,500
99.851%

$ 499,255,000
99.030%

$ 495,150,000
99.711%

$ 249,277,500

Underwriting discounts
0.400% $
1,000,000 0.625% $
3,125,000 0.650% $
3,250,000 0.875% $
2,187,500
Proceeds,
before
expenses,
to
Avon
99.545%

$ 248,862,500
99.226%

$ 496,130,000
98.380%

$ 491,900,000
98.836%

$ 247,090,000
(1) Plus accrued interest, if any, from March 12, 2013, if settlement occurs after that date.

We expect that the Notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company and its direct and indirect
participants, including Euroclear Bank S.A./N.V. and Clearstream Banking S.A., on or about March 12, 2013.

Joint Book-Running Managers

BofA Merrill Lynch

Citigroup

Goldman, Sachs & Co.
BNP PARIBAS

HSBC

Santander

Senior Co-Managers

Lloyds Securities

The Williams Capital Group, L.P.

US Bancorp

Co-Managers

Banca IMI

Bradesco BBI

SMBC Nikko
The date of this prospectus supplement is March 7, 2013.
2 of 58
3/11/2013 10:09 AM

Final Propectus Supplement
http://www.sec.gov/Archives/edgar/data/8868/000119312513098833/d4...
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT

S-i

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

S-i

WHERE YOU CAN FIND MORE INFORMATION

S-iv
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

S-iv
SUMMARY

S-1
RISK FACTORS

S-4
USE OF PROCEEDS

S-6
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

S-7
DESCRIPTION OF NOTES

S-8
UNITED STATES FEDERAL INCOME TAXATION

S-19
UNDERWRITING (CONFLICTS OF INTEREST)

S-24
LEGAL MATTERS

S-28
EXPERTS

S-28
PROSPECTUS

ABOUT THIS PROSPECTUS

1
RISK FACTORS

1
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

1
WHERE YOU CAN FIND MORE INFORMATION

3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

4
AVON PRODUCTS, INC.

4
DESCRIPTION OF SECURITIES WE MAY OFFER

5
DEBT SECURITIES

5
PREFERRED STOCK

14
DEPOSITARY SHARES

16
COMMON STOCK

16
WARRANTS

17
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES

18
USE OF PROCEEDS

18
PLAN OF DISTRIBUTION

18
LEGAL MATTERS

20
EXPERTS

20
3 of 58
3/11/2013 10:09 AM

Final Propectus Supplement
http://www.sec.gov/Archives/edgar/data/8868/000119312513098833/d4...
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
You should read this prospectus supplement, the accompanying prospectus and the additional information described under the heading "Incorporation of Certain
Information by Reference" before you make a decision to invest in the Notes. In particular, you should review the information under the heading "Risk Factors"
beginning on page S-4 of this prospectus supplement, page 1 of the accompanying prospectus and page 8 of our Annual Report on Form 10-K/A for the year ended
December 31, 2012, which are incorporated by reference herein. You should rely only on the information contained or incorporated by reference in this prospectus
supplement, the accompanying prospectus and any related free writing prospectus required to be filed with the SEC. Neither we nor the underwriters are making an
offer to sell the Notes in any manner in which, or in any jurisdiction where, the offer or sale thereof is not permitted. We have not, and the underwriters have not,
authorized any person to provide you with different or additional information. If any person provides you with different or additional information, you should not rely on
it. You should assume that the information in this prospectus supplement, the accompanying prospectus, any such free writing prospectus and the documents incorporated
by reference herein and therein is accurate only as of its date or the date which is specified in those documents. Our business, financial condition, cash flows, liquidity,
results of operations and prospects may have changed since any such date.
The terms the "Company," "Avon," "we," "us" and "our" refer to Avon Products, Inc. and our consolidated subsidiaries, where appropriate.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
Statements contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any related free writing prospectus that are
not historical facts or information may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities
Act"), Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and 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 initiative, multi-year
restructuring programs and other initiatives and related actions), liquidity, cash flow and uses of cash, our ability to service our debt obligations or obtain additional
financing, costs and cost savings, competitive advantages, impairments, the impact of currency devaluations and other laws and regulations, government investigations,
internal investigations and compliance reviews, results of litigation, contingencies, taxes and tax rates, potential acquisitions or divestitures, 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 initiative,
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, 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;

S-i
4 of 58
3/11/2013 10:09 AM

Final Propectus Supplement
http://www.sec.gov/Archives/edgar/data/8868/000119312513098833/d4...
Table of Contents
· the possibility of business disruption in connection with our stabilization strategies, cost savings initiative, multi-year restructuring programs or other

initiatives;

· our ability to improve our business in North America, including enhancing our Leadership model;

· 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 Leadership program globally, to generate Representative activity, to increase
the number of consumers served per Representative and their engagement online, to enhance the Representative and consumer experience and increase

Representative productivity through field activation programs and technology tools and enablers, execution of Service Model Transformation and other
investments 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;

· our ability to reverse declining margins and net income;

· general economic and business conditions in our markets, including social, economic and political uncertainties in the international markets in our

portfolio;

· our ability to achieve profitable growth, particularly in our largest markets, such as Brazil and the United States ("U.S."), and developing and emerging

markets, such as Mexico and Russia, and our ability to realize sustainable growth from our investments in our brand and the direct-selling channel;

· 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, foreign exchange restrictions and the potential effect of such factors on our business, results of operations and financial
condition;

· our indebtedness and debt service obligations, our ability to access and generate cash to repay debt and cover debt service obligations, our access to
short- and long-term financing, our ability to refinance upcoming maturities of our current indebtedness or to secure such refinancing at attractive rates and

terms, our ability to secure other financing or to secure such other financing at attractive rates and terms, and our credit ratings and the impact of any
changes on our financing costs, rates, terms, debt service obligations and access to lending sources;

· our ability to comply with certain covenants in our debt instruments, including the impact of any significant restructuring charges or significant legal or

regulatory settlements, or obtain necessary waivers from compliance with, or necessary amendments to, such covenants, and the impact any
non-compliance may have on our ability to secure financing;

· 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 and related 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;

· 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 non-U.S. jurisdictions such as Brazil,

S-ii
5 of 58
3/11/2013 10:09 AM

Final Propectus Supplement
http://www.sec.gov/Archives/edgar/data/8868/000119312513098833/d4...
Table of Contents
Russia, Venezuela and Argentina, and any changes thereto, as well as reviews and investigations by government regulators that have occurred or may

occur from time to time, including, for example, local regulatory scrutiny in China;

· the impact of changes in tax rates on the value of our deferred tax assets and declining earnings on our ability to realize foreign tax credits in the U.S.;

· our ability to attract and retain key personnel;

· competitive uncertainties in our markets, including competition from companies in the cosmetics, fragrances, skincare and toiletries industry, some of

which are larger than we are and have greater resources;

· the impact of the typically seasonal nature of our business, adverse effect of rising energy, commodity and raw material prices, changes in market trends,

purchasing habits of our consumers and changes in consumer preferences, particularly given the global nature of our business and the conduct of our
business in primarily one channel;

· other sudden disruption in business operations beyond our control as a result of events such as acts of terrorism or war, natural disasters, pandemic

situations, large-scale power outages and similar events;

· key information technology systems, process or site outages and disruptions;

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

· the impact of possible pension funding obligations, increased pension expense and any changes in pension regulations or interpretations thereof on our

cash flow and results of operations;

· our ability to successfully identify new business opportunities and strategic alternatives and identify and analyze acquisition candidates, secure financing

on favorable terms and negotiate and consummate acquisitions, as well as to successfully integrate or manage any acquired business;

· the challenges to our businesses, such as Silpada and China, including the effects of rising costs, macro-economic pressures, competition, any potential
strategic decisions, including the review of strategic alternatives for Silpada, and the impact of declines in expected future cash flows and growth rates,

and a change in the discount rate used to determine the fair value of expected future cash flows, which have impacted, and may continue to impact, the
estimated fair value of the recorded goodwill and intangible assets;

· disruption in our supply chain or manufacturing and distribution operations;

· the quality, safety and efficacy of our products;

· the success of our research and development activities;

· our ability to protect our intellectual property rights; and

· the risk of an adverse outcome in any material pending and future litigations or with respect to the legal status of Representatives.
Additional information identifying such factors is contained in Item 1A of our Annual Report on Form 10-K/A for the year ended December 31, 2012. We
undertake no obligation to update any such forward-looking statements.

S-iii
6 of 58
3/11/2013 10:09 AM

Final Propectus Supplement
http://www.sec.gov/Archives/edgar/data/8868/000119312513098833/d4...
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You can inspect and copy these reports, proxy statements and
other information at the Public Reference Room of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Please call the SEC at 1-800-SEC-0330
for further information on the operation of the Public Reference Room. Our SEC filings will also be available to you on the SEC's website at http://www.sec.gov and
through the New York Stock Exchange, 20 Broad Street, New York, New York 10005, on which our common stock is listed.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows the "incorporation by reference" of the information filed by us with the SEC into this prospectus supplement, which means that important
information can be disclosed to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus supplement,
and information that we file later with the SEC will automatically update and supersede the previously filed information. The documents listed below and any filings
we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, on or after the date of this prospectus supplement and the accompanying
prospectus and before termination of this offering, are incorporated by reference herein:
1. Our Annual Report on Form 10-K/A for the year ended December 31, 2012, filed on March 5, 2013.
2. Our Definitive Proxy Statement on Schedule 14A, filed on April 3, 2012 and the Definitive Additional Materials on Schedule 14A, filed on April 11,
2012.
3. Our Current Report on Form 8-K, filed on January 3, 2013.
We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed
"filed" with the SEC, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K.
Copies of these SEC reports and other documents are also available, without charge, upon written or oral request, from Investor Relations, Avon Products, Inc., 777
Third Avenue, New York, New York 10017, by sending an email to [email protected] or by calling (212) 282-5320. Information about us is also available
on our website at http://www.avon.com. Information on our website is not incorporated by reference into this prospectus supplement or the accompanying prospectus
and therefore is not part of this prospectus supplement or the accompanying prospectus.

S-iv
7 of 58
3/11/2013 10:09 AM

Final Propectus Supplement
http://www.sec.gov/Archives/edgar/data/8868/000119312513098833/d4...
Table of Contents
SUMMARY
This summary may not contain all the information that may be important to you. You should read this entire prospectus supplement and the
accompanying prospectus, as well as all the documents incorporated by reference herein and therein, before making an investment decision.
The Company
We are a global manufacturer and marketer of beauty and related products. Our business is conducted worldwide, primarily in the direct-selling channel. We
presently have sales operations in 65 countries and territories, including the United States ("U.S."), and distribute products in 43 more. Our reportable segments
are based on geographic operations and include commercial business units in Latin America; Europe, Middle East & Africa; North America; and Asia Pacific. Our
product categories are Beauty, Fashion and Home. Beauty consists of color cosmetics, fragrances, skin care and personal care. Fashion consists of jewelry,
watches, apparel, footwear, accessories and children's products. Home consists of 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 more than 6 million active independent
Representatives, who are independent contractors and not our employees. The success of our business is highly dependent on recruiting, retaining and servicing
our Representatives. During 2012, approximately 85% of our consolidated revenue was derived from operations outside the U.S.
Our principal executive office is located at 777 Third Avenue, New York, New York 10017, and our telephone number is: (212) 282-5000.

S-1
8 of 58
3/11/2013 10:09 AM

Final Propectus Supplement
http://www.sec.gov/Archives/edgar/data/8868/000119312513098833/d4...
Table of Contents
The Offering

Issuer
Avon Products, Inc.

Securities Offered
$250,000,000 principal amount of 2.375% Notes due 2016;

$500,000,000 principal amount of 4.600% Notes due 2020;

$500,000,000 principal amount of 5.000% Notes due 2023; and

$250,000,000 principal amount of 6.950% Notes due 2043.

Maturity Dates
The 2016 Notes will mature on March 15, 2016, the 2020 Notes will mature on March 15, 2020, the
2023 Notes will mature on March 15, 2023 and the 2043 Notes will mature on March 15, 2043.

Interest Rates
The 2016 Notes will bear interest at 2.375% per year, the 2020 Notes will bear interest at 4.600%
per year, the 2023 Notes will bear interest at 5.000% per year and the 2043 Notes will bear interest
at 6.950% per year.

Interest Rate Adjustment
The interest rate payable on each series of the Notes will be subject to adjustment from time to time
if Moody's or S&P downgrades (or downgrades and subsequently upgrades) the credit rating
assigned to such series of Notes as described under the heading "Description of Notes--Interest
Rate Adjustment."

Interest Payment Dates
Each March 15 and September 15, commencing on September 15, 2013. Interest on the Notes will
accrue from the most recent date on which interest has been paid or, if no interest has been paid,
from and including the date of issuance.

Ranking
The Notes will be our unsecured senior obligations and will rank equally with our other existing and
future unsecured senior indebtedness.

Optional Redemption
We may redeem some or all of the Notes at any time and from time to time at the prices described
under the heading "Description of Notes--Optional Redemption."

Offer to Repurchase Upon Change of Control Triggering
Upon the occurrence of a Change of Control Triggering Event (as defined herein), we will be
Event
required to make an offer to repurchase the Notes at a price equal to 101% of their aggregate
principal amount plus accrued and unpaid interest to the date of repurchase. See "Description of
Notes--Offer to Repurchase Upon Change of Control Triggering Event."

S-2
9 of 58
3/11/2013 10:09 AM

Final Propectus Supplement
http://www.sec.gov/Archives/edgar/data/8868/000119312513098833/d4...
Table of Contents
Certain Covenants
The Indenture (as defined herein) governing the Notes contains covenants that will limit our ability
to, among other things:

· incur certain liens securing debt;

· engage in certain sale-leaseback transactions; and

· consolidate, merge, convey, transfer or lease all or substantially all of our assets.

Further Issuances
We may, from time to time, without the consent of the existing holders of any series of Notes, issue
additional notes under the Indenture of a series having the same terms as any series of the Notes in
all respects, except for the issue date, the issue price and the initial interest payment date. Any such
additional notes will be consolidated with and form a single series with the applicable series of
Notes being offered by this prospectus supplement.

Use of Proceeds
We intend to use the net proceeds from this offering, together with cash on hand, to repay
approximately $500 million of the indebtedness outstanding under our term loan agreement and to
repay in full our 4.625% Notes due 2013, our Private Notes (as defined herein) and for general
corporate purposes (which may include the redemption in full of our 5.625% Notes due 2014). See
"Use of Proceeds."

Conflicts of Interest
As described in "Use of Proceeds," some of the net proceeds of this offering may be used to pay
down borrowings under our $550 million term loan, and also to repay in full certain outstanding
notes. Because more than 5% of the proceeds of this offering, not including underwriting
compensation, may be received by affiliates of certain underwriters in this offering, this offering is
being conducted in compliance with Financial Industry Regulatory Authority ("FINRA") Rule 5121.

Trustee, Registrar and Paying Agent
Deutsche Bank Trust Company Americas.

Governing Law
The Indenture and the Notes will be governed by and construed in accordance with the laws of the
State of New York.

S-3
10 of 58
3/11/2013 10:09 AM