8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 5, 2020

Avon Products, Inc.

(Exact name of registrant as specified in charter)

New York	1-4881	13-0544597
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

Building 6, Chiswick Park

London W4 5HR

United Kingdom

(Address of principal executive offices) (Zip Code)

+44-1604-232425

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	None	None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

INFORMATION TO BE INCLUDED IN THE REPORT

Item 7.01 Regulation FD Disclosure.

Avon Products, Inc. (the “Company”) filed its results for fiscal year ended December 31, 2019 today.  The Company continued to execute against its Open Up Strategy throughout 2019, making good progress driving Adjusted Operating Margin up 100 basis points to 5.6% on increasing price/mix and Average Representative Sales while reducing cost.  Free Cash Flow for fiscal 2019 improved $165 million.  All of this sets a strong foundation for future growth. As anticipated, revenues declined in the fourth quarter and full year as a result of sharper choices made to drive a healthier, more sustainable and profitable business.  2019 saw more innovation at higher price points, the restoration of field fundamentals and lower bad debt.  The rollout of digital tools was accelerated in the year and the Company increasingly leveraged the use of influencers, bloggers and social sellers.  On January 3, 2020, Natura &Co completed the acquisition of Avon, creating the fourth largest pure-play beauty company.  Natura &Co is committed to continuing the Open Up Avon strategy and working with Avon’s management team to drive brand equity while working to restore growth to Avon. Natura &Co is scheduled to hold their earnings presentation on March 6, 2020. The portion of their presentation that relates to Avon’s earnings is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Earnings Presentation

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AVON PRODUCTS, INC.
	(Registrant)
By	/s/ Ginny Edwards
	Name: Ginny Edwards
	Title: VP, General Counsel and Corporate Secretary

Date: March 5, 2020

EXHIBIT INDEX

Exhibit
No.	Description
99.1	Earnings Presentation

EX-99.1

Avon FY 2019 Performance and Strategy Review A year of execution with deliberate actions and visible progress to date CREATING REBOOTING INCREASING SIMPLIFYING VALUE DIRECT SELLING ACCESS Restoring Improving Average Accelerating Drive down cost Brand Rep Sales and Digitalizing and improve Relevance stabilizing Active Reps the business margin and Cash Price / Mix Average Rep Sales Digital tools Free Cash Flow +8% +4% acceleration +$164mm vs -$1mm in PY C$ Adj. Revenue1 -6%, more Stabilizing Active Reps Kick started Influencers, Adj. Operating Margin productive Representatives bloggers, social selling +100bps vs PY and sharper portfolio choices improved the Restoring field Asset Monetization fully quality of sales, learnings fundamentals funded restructuring about price elasticity will costs benefit future revenue Lower bad debt FFG Savings on track generation More Innovation at higher price 1C$ Adj. Revenue from Reportable Segments

2