Bond AvonPro 4.2% ( US054303AR34 ) in USD

AvonPro

100 % ⇌

United Kingdom

US054303AR34 ( in USD )

4.2% per year ( payment 2 times a year)

15/07/2018 - Bond has expired

Prospectus brochure of the bond Avon Products US054303AR34 in USD 4.2%, expired

1 000 USD

250 000 000 USD

054303AR3

B ( Highly speculative )

B1 ( Highly speculative )

Avon Products, Inc. is a global beauty company selling a wide range of beauty, personal care, and household products through a direct-selling network of independent sales representatives.

The Bond issued by AvonPro ( United Kingdom ) , in USD, with the ISIN code US054303AR34, pays a coupon of 4.2% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/07/2018

The Bond issued by AvonPro ( United Kingdom ) , in USD, with the ISIN code US054303AR34, was rated B1 ( Highly speculative ) by Moody's credit rating agency.

The Bond issued by AvonPro ( United Kingdom ) , in USD, with the ISIN code US054303AR34, was rated B ( Highly speculative ) by Standard & Poor's ( S&P ) credit rating agency.

AVON 424b2
424B2 1 jun1802_424b2.htm
Prospectus Supplement
(to Prospectus dated March 21, 2003)
Registration File Number: 333-103432
$250,000,000
Avon Products, Inc.
4.20% Notes Due 2018
This is an offering of $250,000,000 aggregate principal amount of our 4.20% Notes due 2018.
The Notes will mature on July 15, 2018. We will pay interest on the Notes on each January 15
and July 15, commencing January 15, 2004.
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."
The Notes will be our unsecured senior obligations and will rank equally with our other
unsecured senior indebtedness.
The Notes are not expected to be listed on any securities exchange or included in any quotation
system.
This prospectus supplement and the accompanying prospectus include additional information
about the terms of the Notes.
See "Risk Factors," which begins on page two of the accompanying prospectus, for a
discussion of certain of the risks you should consider before investing in the Notes.
Neither the Securities and Exchange Commission 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 Note
Total

http://www.sec.gov/Archives/edgar/data/8868/000095010303001413/jun1802_424b2.htm (1 of 46)6/19/03 4:32:43 AM

AVON 424b2
Public offering price(1)
99.489% $ 248,722,500
Underwriting discount
0.750% $
1,875,000
Proceeds, before expenses, to Avon(1)
98.739% $ 246,847,500
(1) Plus accrued interest, if any, from June 23, 2003, 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 on or about June 23, 2003.

Joint Book-Running Managers

Banc of America
Citigroup
JPMorgan
Securities LLC

Co-Managers

Fleet Securities, Inc.
BNP PARIBAS
HSBC
Santander Central Hispano

Junior Co-Managers

Banco Bilbao Vizcaya Argentaria
Banc One Capital Markets, Inc.
PNC Capital Markets, Mellon Financial Markets, LLC
Scotia Capital
Inc.
The date of this prospectus supplement is June 16, 2003.
You should rely only on the information contained in or incorporated by reference in this
prospectus supplement and the accompanying prospectus. We have not and the underwriters have
not authorized anyone to provide you with different information. We are not, and the underwriters
are not, making an offer of these securities in any state where the offer is not permitted. You
should assume that the information contained in this prospectus supplement and the
accompanying prospectus, as well as information we previously filed with the Securities and
Exchange Commission and incorporated by reference, is accurate only as of their respective dates.
The terms the "Company," "Avon", "we," "us," and "our" refer to Avon Products, Inc. and our
consolidated subsidiaries, where appropriate.
TABLE OF CONTENTS
http://www.sec.gov/Archives/edgar/data/8868/000095010303001413/jun1802_424b2.htm (2 of 46)6/19/03 4:32:43 AM

AVON 424b2

PROSPECTUS SUPPLEMENT

Page
Where You Can Find More Information

S-1
Special Note on Forward Looking Statements
S-1
Summary

S-2
Use of Proceeds

S-3
Consolidated Ratio of Earnings to Fixed Charges
S-3
Description of Notes

S-4
United States Taxation

S-8
Underwriting

S-11
Legal Matters

S-13
Experts

S-13

PROSPECTUS

About This Prospectus

1
Where You Can Find More Information

1
Special Note on Forward Looking Statements
1
Risk Factors

2
Avon Products, Inc.

5
Use of Proceeds

6
Consolidated Ratio of Earnings to Fixed Charges
6
Description of Debt Securities

8
Selling Securityholder

17
Plan of Distribution

17
Legal Matters

18
Experts

18
i
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the
SEC. You may read and copy any document that we file at the Public Reference Room of the
SEC at 450 Fifth Street, NW, Washington, D.C. 20549. You may obtain information on the
http://www.sec.gov/Archives/edgar/data/8868/000095010303001413/jun1802_424b2.htm (3 of 46)6/19/03 4:32:43 AM

AVON 424b2
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the
SEC maintains an Internet site at http://www.sec.gov, from which interested persons can
electronically access the registration statement including the exhibits and schedules thereto.
The SEC allows us to "incorporate by reference" the information we file with them, which
means that we can disclose important information to you by referring you to those documents.
The information incorporated by reference is an important part of this prospectus supplement and
the accompanying prospectus, and information that we file later with the SEC will automatically
update and supersede earlier information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 until we sell all of the securities:
q Annual Report on Form 10-K for the year ended December 31, 2002.
q Quarterly Report on Form 10-Q for the quarter ended March 31, 2003.
q Current Report on Form 8-K dated January 31, 2003.
You may request a copy of this filing at no cost, by writing or telephoning the office of the
Corporate Secretary, Avon Products, Inc., 1345 Avenue of the Americas, New York, New York
10105-0196, telephone (212) 282-5000. Information about us is also available on our web site at
www.avon.com. Information on our web site is not incorporated by reference into this prospectus
supplement.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
Certain statements in, or which we incorporate by reference into, this prospectus supplement
and the accompanying prospectus, which are not historical facts or information, are forward-
looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Words such as "anticipates", "believes", expects", "estimates", "intends", "plans", "projects", and
similar expressions may identify such forward-looking statements. Such forward-looking
statements are based on management's reasonable current assumptions and expectations. Such
forward-looking statements involve risks, uncertainties and other factors which may cause our
actual results, levels of activity, performance or achievement to be materially different from any
future results, levels of activity, performance or achievement 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:
q general economic and business conditions in our markets, including economic and
political uncertainties in Latin America;
q the possible impact of SARS-related concerns on the Company's Asia-Pacific business
and its Asian-based supply chain;
q our ability to implement our business strategy and our business transformation initiatives,
including the integration of similar activities across markets to achieve efficiencies;
q our ability to achieve anticipated cost savings and our profitability and growth targets;
q the impact of substantial currency fluctuations in our principal foreign markets and the
http://www.sec.gov/Archives/edgar/data/8868/000095010303001413/jun1802_424b2.htm (4 of 46)6/19/03 4:32:43 AM

AVON 424b2
success of our foreign currency hedging and risk management strategies;
q the impact of possible pension funding obligations and increased pension expense on our
cash flow and results of operations;
q the effect of legal and regulatory proceedings, as well as restrictions imposed on us, our
operations or our Representatives by foreign governments;
q our ability to successfully identify new business opportunities;
q our access to financing; and
q our ability to attract and retain key executives.
S-1
SUMMARY
This summary may not contain all the information that may be important to you. You should
read the entire prospectus supplement and accompanying prospectus, as well as all the documents
incorporated by reference in them, before making an investment decision.
The Company
We are a global manufacturer and marketer of beauty and related products. We presently have
operations in 58 countries, including the United States, and our products are distributed in 85
more for coverage in 143 markets. Sales are made to the ultimate customer principally through a
combination of direct selling and marketing by approximately 3.9 million independent Avon
Representatives, approximately 463,000 of whom are in the United States. Representatives are
independent contractors or independent dealers, and are not our agents or employees.
Representatives purchase products directly from us and sell them to their customers.
We commenced operations in 1886 and were incorporated in the State of New York on January
27, 1916.
The Offering
Issuer
Avon Products, Inc.

Securities Offered
$250,000,000 aggregate principal amount of
4.20%

Notes due 2018.

Maturity
July 15, 2018.

http://www.sec.gov/Archives/edgar/data/8868/000095010303001413/jun1802_424b2.htm (5 of 46)6/19/03 4:32:43 AM

AVON 424b2
Interest Rate
4.20% per year.

Interest Payment Dates
Each January 15 and July 15, commencing
January 15,

2004. Interest on the Notes being offered by this
prospectus supplement will accrue from June

23, 2003.

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."

Use of Proceeds
We intend to use the net proceeds from this
offering
for general corporate purposes. See "Use of

Proceeds."

Trustee, Registrar and Paying Agent JPMorgan Chase Bank.
S-2
USE OF PROCEEDS
We estimate that the net proceeds we will receive from this offering will be approximately
$246.4 million after deducting underwriting discounts and commissions and estimated expenses
of the offering payable by us. We intend to use the net proceeds from this offering for general
corporate purposes.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our consolidated ratios of earnings to fixed charges for the
http://www.sec.gov/Archives/edgar/data/8868/000095010303001413/jun1802_424b2.htm (6 of 46)6/19/03 4:32:43 AM

AVON 424b2
periods indicated:
Three Months
ended

March 31, 2003
Year Ended December 31,

2002
2001
2000
1999
1998
Consolidated Ratio of Earnings
to Fixed Charges
9.5
11.01
7.72
7.0
7.63
8.24
(1)
Includes net charges of $36.3 million pre-tax ($25.2 million after tax). The net charges

represent charges of $43.6 million pre-tax ($30.4 million after tax), primarily
associated with supply chain initiatives, workforce reduction programs and sales
transformation initiatives, partially offset by an adjustment of $7.3 million pre-tax
($5.2 million after tax) to the charge recorded in the fourth quarter of 2001.
(2)
Includes charges of $97.4 million pre -tax ($68.3 million after tax), primarily

associated with facility rationalizations and workforce reduction programs related to
implementation of certain business transformation initiatives; a charge of $6.4 million
pre-tax ($3.4 million after tax) related to the settlement of a contested tax assessment in
Argentina; and a contract settlement gain, net of related expenses, of $25.9 million pre-
tax ($15.7 million after tax) related to the cancellation of a retail agreement between
Avon and Sears Roebuck & Company.
(3)
Includes charges of $136.4 million pre-tax ($111.9 million after tax) related to our

Business Process Redesign (BPR) program, and an asset impairment charge of $38.1
million pre-tax ($24.0 million after tax) related to the write-off of the carrying value of
an order management software system that had been under development.
(4)
Includes charges of $154.4 million pre-tax ($122.8 million after tax) related to our

BPR program.
For purposes of computing the ratio of earnings to fixed charges, "earnings" consist of
earnings before income taxes, minority interest and cumulative effect of accounting changes, plus
fixed charges and the amortization of capitalized interest. "Fixed charges" consist of interest
incurred on indebtedness, amortization of debt discount, fees and expenses plus one-third of the
rental expense from operating leases, which management believes is a reasonable approximation
of the interest component of rental expense. The ratios of earnings to fixed charges are calculated
as follows:
(Income before income taxes, minority interest and cumulative effect of accounting
changes) + (Fixed charges) + (Amortization of capitalized interest)
(Fixed charges)
http://www.sec.gov/Archives/edgar/data/8868/000095010303001413/jun1802_424b2.htm (7 of 46)6/19/03 4:32:43 AM

AVON 424b2
S-3
DESCRIPTION OF NOTES
General
The Company will issue the Notes under an indenture between itself and JPMorgan Chase
Bank, as trustee, dated as of May 13, 2003. The following is a summary of the material provisions
of the Indenture. It does not include all of the provisions of the Indenture. The following
description of the particular terms of the Notes supplements the description in the accompanying
prospectus of the general terms and provisions of our debt securities. We urge you to read the
Indenture because it defines your rights. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended. A copy of the form of Indenture has been filed as an exhibit to the registration
statement of which the accompanying prospectus is a part.
The Company will issue the Notes in fully registered form in denominations of $1,000 and
integral multiples thereof. The trustee will initially act as Paying Agent and Registrar for the
Notes. The Notes may be presented for registration or transfer and exchange at the offices of the
Registrar. The Company may change any Paying Agent and Registrar without notice to holders of
the Notes. The Company will pay principal (and premium, if any) on the Notes at the trustee's
corporate office in New York, New York. At the Company's option, interest may be paid at the
trustee's corporate trust office or by check mailed to the registered address of holders.
Principal, Maturity and Interest
The Notes will initially be limited to $250,000,000 in aggregate principal amount. The Notes
will mature on July 15, 2018. Interest on the Notes will accrue at the rate of 4.20% per annum and
will be payable semiannually in arrears in cash on each January 15 and July 15, commencing on
January 15, 2004, to the persons who are registered holders on the fifteenth calendar day
immediately preceding the applicable interest payment date. Interest on the Notes will be
computed on the basis of a 360-day year comprised of twelve 30-day months. Interest on the
Notes will accrue from the most recent date to which interest has been paid or, if no interest has
been paid, from and including the date of issuance.
The Notes will not be entitled to the benefit of any mandatory sinking fund.
Ranking
http://www.sec.gov/Archives/edgar/data/8868/000095010303001413/jun1802_424b2.htm (8 of 46)6/19/03 4:32:43 AM

AVON 424b2
The Notes will be our unsecured senior obligations and will rank equally with our other
existing and future unsecured senior indebtedness.
Optional Redemption
The Notes will be redeemable, as a whole or in part, at our option, at any time or from time to
time, by mailing notice to the registered address of each holder of Notes at least 30 days but not
more than 60 days prior to the redemption. The redemption price will be equal to the greater of
(1) 100% of the principal amount of the Notes to be redeemed or (2) the sum of the present values
of the Remaining Scheduled Payments (as defined below) on those Notes discounted, on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to
the sum of the applicable Treasury Rate (as defined below) plus 20 basis points. In either case,
accrued interest, if any, will be paid to the date of redemption.
"Comparable Treasury Issue" means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the
Notes that would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes. "Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the trustee at our direction.
"Comparable Treasury Price" means, with respect to any Redemption Date, as determined by
the trustee (i) the average of the Reference Treasury Dealer Quotations (as defined below) for
such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (ii) if the trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.
S-4
"Redemption Date" when used with respect to any Note to be redeemed, means the date which
is a business day fixed for such redemption by the Company pursuant to the Indenture.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the trustee by such Reference Treasury Dealer, at 5:00 p.m., New
York City time, on the third business day preceding such Redemption Date.
"Reference Treasury Dealers" means any four nationally recognized investment banking firms,
and their successors, selected by the Company that are each also a primary U.S. Government
http://www.sec.gov/Archives/edgar/data/8868/000095010303001413/jun1802_424b2.htm (9 of 46)6/19/03 4:32:43 AM

AVON 424b2
securities dealer. If any Reference Treasury Dealer shall cease to be a primary U.S. Government
securities dealer, we will substitute another nationally recognized investment banking firm that is
a primary U.S. Government securities dealer.
"Remaining Scheduled Payments" means, with respect to the Notes to be redeemed, the
remaining scheduled payments of principal of and interest on those Notes that would be due after
the related Redemption Date but for that redemption; provided, however, that if such Redemption
Date is not an interest payment date with respect to the Notes to be redeemed, the amount of the
next succeeding scheduled interest payment on those Notes will be reduced by the amount of
interest accrued on such Notes to such Redemption Date.
"Treasury Rate" means, with respect to any Redemption Date, the rate per annum equal to the
semiannual equivalent yield to maturity (computed as of the second business day immediately
preceding that Redemption Date) of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for that Redemption Date.
On or after the Redemption Date, interest will cease to accrue on the Notes or any portion of
the Notes called for redemption (unless we default in the payment of the redemption price and
accrued interest). On or before the Redemption Date, we will deposit with a paying agent (or the
trustee) money sufficient to pay the redemption price of and accrued interest on the Notes to be
redeemed on that date. If less than all of the Notes are to be redeemed, the Notes to be redeemed
shall be selected by the Trustee, pro rata, by lot or by a method the trustee deems to be fair and
appropriate.
Further Issues of the Same Series
We may, from time to time, without the consent of the existing holders of the Notes, issue
additional notes under the Indenture having the same terms as 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 Notes being offered by this prospectus
supplement.
In addition to the Notes, we may issue other series of debt securities under the Indenture.
There is no limit on the total aggregate principal amount of de bt securities that we can issue
under the Indenture.
Book-Entry System
Upon sale, the Notes will be represented by a single "Global Security." The Global Security
representing the Notes will be deposited with, or on behalf of, DTC and will be registered in the
name of Cede & Co., as nominee of DTC. The Global Security may not be transferred except as a
whole by a nominee of DTC to DTC or to another nominee of DTC, or by DTC or any such
nominee to a successor of DTC of such successor. All Notes will be denominated in United States
dollars.
http://www.sec.gov/Archives/edgar/data/8868/000095010303001413/jun1802_424b2.htm (10 of 46)6/19/03 4:32:43 AM

Document Outline

sec.gov
- #1">AVON 424b2