Obligation AvonPro Inc. 5.75% ( US054303AU62 ) en USD

AvonPro Inc.

100 % ⇌

Etats-unis

US054303AU62 ( en USD )

5.75% par an ( paiement semestriel )

28/02/2018 - Obligation échue

Prospectus brochure de l'obligation Avon Products Inc US054303AU62 en USD 5.75%, échue

2 000 USD

141 417 000 USD

054303AU6

B ( Très spéculatif )

B1 ( Très spéculatif )

Avon Products, Inc. est une société de vente directe multinationale de cosmétiques, de produits de soins personnels et de parfums, connue pour son modèle commercial basé sur les représentants indépendants.

L'Obligation émise par AvonPro Inc. ( Etats-unis ) , en USD, avec le code ISIN US054303AU62, paye un coupon de 5.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2018

L'Obligation émise par AvonPro Inc. ( Etats-unis ) , en USD, avec le code ISIN US054303AU62, a été notée B1 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par AvonPro Inc. ( Etats-unis ) , en USD, avec le code ISIN US054303AU62, a été notée B ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus
424B2 1 d424b2.htm FINAL PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-149402
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

4.800% Notes due 2013
$250,000,000
99.855%

$
250,000,000
$ 9,825.00
5.750% Notes due 2018
$250,000,000
99.655%

$
250,000,000
$ 9,825.00
Total:

$500,000,000

$
500,000,000
$19,650.00(1)

(1) The filing fee of $19,650.00 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as
amended.

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Final Prospectus
Table of Contents
Prospectus Supplement
(To Prospectus Dated February 27, 2008)

Avon Products, Inc.
4.800% Notes Due 2013
5.750% Notes Due 2018

This is an offering of $250,000,000 aggregate principal amount of our 4.800% Notes due 2013 (the "2013 Notes")
and $250,000,000 aggregate principal amount of our 5.750% Notes due 2018 (the "2018 Notes" and, with the
2013 Notes, the "Notes"). The 2013 Notes will mature on March 1, 2013, unless redeemed prior to maturity. The
2018 Notes will mature on March 1, 2018, unless redeemed prior to maturity. We will pay interest on the Notes
semi-annually in arrears on each March 1 and September 1, commencing September 1, 2008.
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.
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 in our Annual Report on Form 10-K
for the fiscal year ended December 31, 2007 and the "Risk Factors" section on page S-6 of this prospectus
supplement.
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
Per

2013 Note Total 2013 Note 2018 Note Total 2018 Note
Public offering price(1)
99.855% $ 249,637,500 99.655% $ 249,137,500
Underwriting discount

.350% $
875,000
.638% $ 1,595,000
Proceeds, before expenses, to Avon(1)
99.505% $ 248,762,500 99.017% $ 247,542,500
(1) Plus accrued interest, if any, from March 3, 2008, 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 3, 2008.

Joint Book-Running Managers
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Final Prospectus
Citi
Goldman, Sachs & Co.

Senior Co-Managers
Banc of America Securities LLC

JPMorgan

Co-Managers
Deutsche Bank Securities

HSBC

Lazard Capital Markets

Morgan Stanley

Santander Investment
The date of this prospectus supplement is February 27, 2008.
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Final Prospectus
Table of Contents
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 that is incorporated by reference in this prospectus supplement and the accompanying
prospectus, 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.
This document is for distribution in the United Kingdom only to persons who (i) have professional experience in
matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)
(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order,
(iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in
connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant persons"). This document is directed only
at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment
or investment activity to which this document relates is available only to relevant persons and will be engaged in
only with relevant persons.
In respect of jurisdictions in the European Economic Area that have adopted Directive 2003/71/EC (the
"Prospectus Directive"), the Notes are being offered to "qualified investors" as defined in the Prospectus Directive
or are being offered in any other circumstances which do not require the publication by us of a prospectus pursuant
to Article 3 of the Prospectus Directive and accordingly the offer of Notes is not subject to the obligation to
publish a prospectus within the meaning of the Prospectus Directive.

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Final Prospectus
Table of Contents
TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

Page
Where You Can Find More Information

S-1
Special Note on Forward-Looking Statements

S-2
Summary

S-4
Risk Factors

S-6
Use of Proceeds

S-7
Consolidated Ratio of Earnings to Fixed Charges

S-7
Description of Notes

S-8
United States Federal Income Taxation
S-15
Underwriting
S-19
Legal Matters
S-23
Experts
S-23
PROSPECTUS

About This Prospectus

1
Where You Can Find More Information

1
Incorporation of Certain Information By Reference

1
Special Note on Forward-Looking Statements

2
Risk Factors

4
Avon Products, Inc.

4
Description of Securities We May Offer

5
Debt Securities and Guarantees

5
Preferred Stock

14
Depositary Shares

15
Common Stock

15
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Final Prospectus
Warrants

16
Consolidated Ratios of Earnings to Fixed Charges

17
Use of Proceeds

18
Plan of Distribution

18
Legal Matters

19
Experts

19

i
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Final Prospectus
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the Securities and
Exchange Commission, or 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. You can
obtain copies of these materials from the Public Reference Section 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.
The SEC allows the "incorporation by reference" of the information filed by us with the SEC, which means that
important information can be disclosed to you by referring to those documents. Those documents that are filed
prior to the date of this prospectus supplement and the accompanying prospectus are considered part of this
prospectus supplement, and those documents that are filed after the date of this prospectus supplement and prior to
the sale of securities to you pursuant to this prospectus supplement will be considered a part of this prospectus
supplement. Information that we file later with the SEC will automatically update and supersede the previously
filed information. The documents listed below and any future filings we make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") are incorporated by
reference herein:

· Our Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 21, 2008.

· Our Definitive Proxy Statement on Schedule 14A filed on March 23, 2007, and additional definitive

proxy soliciting materials, filed on April 17, 2007.

· Our current reports on Form 8-K filed on January 8, 2008, Form 8-K/A on January 8, 2008, Form 8-K on

January 17, 2008, Form 8-K on February 7, 2008 and Form 8-K on February 27, 2008.

· The description of our common stock contained in the Registration Statement on Form 8-A dated

March 18, 1998, filed with the SEC to register such securities under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.

· The description of our shareholder rights plan contained in our current report on Form 8-K, filed on

March 18, 1998, including any amendment or report filed for the purpose of updating such description.

· All documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities

Exchange Act of 1934, as amended, after the date of this prospectus supplement and the accompany
prospectus and before termination of this offering.
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,
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Final Prospectus
from Investor Relations, Avon Products, Inc., 1345 Avenue of the Americas, New York, NY 10105-0196 or by
sending an email to [email protected] or by calling (212) 282-5623. 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 or the accompanying prospectus and therefore is not part of this prospectus supplement or
the accompanying prospectus.

S-1
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Final Prospectus
Table of Contents
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
Statements in this prospectus supplement and the accompanying prospectus that 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 "estimate," "project," "plan," "believe," "may," "expect," "anticipate," "intend," "planned,"
"potential," "can," "expectation" and similar expressions, or the negative of those expressions, may identify
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 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 implement the key initiatives of and realize the projected benefits (in the amounts and time
schedules we expect) from our global business strategy, including our multi-year restructuring initiatives,
product mix and pricing strategies, enterprise resource planning, customer service initiatives, product line

simplification program, sales and operation planning process, strategic sourcing initiative, outsourcing
strategies, zero-overhead-growth philosophy and cash management, tax, foreign currency hedging and
risk management strategies;

· our ability to realize the anticipated benefits (including our projections concerning future revenue and
operating margin increases) from our multi-year restructuring initiatives or other strategic initiatives on

the time schedules or in the amounts that we expect, and our plans to invest these anticipated benefits
ahead of future growth;

· the possibility of business disruption in connection with our multi-year restructuring initiatives or other

strategic initiatives;

· our ability to realize sustainable growth from our investments in our brand and the direct-selling channel;

· a general economic downturn or recession in one or more of our geographic regions such as North

America and the ability of our broad-based geographic portfolio to withstand a downturn in a particular
region;

· the inventory obsolescence and other costs associated with our product line simplification program;

· our ability to effectively implement initiatives to reduce inventory levels;

· our ability to achieve growth objectives, particularly in our largest markets and new and emerging

markets;

· our ability to successfully identify new business opportunities and identify and analyze acquisition

candidates, and our ability to negotiate and consummate acquisitions as well as to successfully integrate
or manage any acquired business;

· the effect of political, legal and regulatory risks, as well as foreign exchange or other restrictions,

imposed on us, our operations or our Representatives by governmental entities;
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Final Prospectus

· our ability to successfully transition our business in China in connection with the resumption of direct
selling in that market, our ability to operate using the direct-selling model permitted in that market and

our ability to retain and increase the number of Active Representatives there over a sustained period of
time;

· the impact of substantial currency fluctuations on the results of our foreign operations;

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

uncertainties in Latin America, Asia Pacific, Central and Eastern Europe and the Middle East;

· the risk of disruption in Central and Eastern Europe associated with a change to a more rapid selling

cycle with more frequent brochures;

S-2
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Document Outline

Local Disk
- #1">Final Prospectus