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): November 8, 2010

Avon Products, Inc.

(Exact name of registrant as specified in charter)

New York	1-4881	13-0544597
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1345 Avenue of the Americas

New York, New York 10105-0196

(Address of principal executive offices) (Zip Code)

(212) 282-5000

(Registrant’s telephone number, including area code)

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))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 8.01 Other Events.

On November 8, 2010, Avon Products, Inc. (the “Company”) announced that Avon International Operations, Inc. (“AIO”), a wholly-owned subsidiary of the Company, has agreed to sell the ownership interest in Avon Products Company Limited (“Avon Japan”) held by AIO pursuant to a tender offer bid agreement between AIO and Devon Holdings K.K., an affiliate of TPG Capital (“Buyer”). The transaction includes both the sale of the Company’s stake in Avon Japan as well as certain pre-paid royalties in connection with intellectual property licenses described below for aggregate cash consideration of approximately ¥7.3 billion, or approximately $90 million.

In connection with the transaction, Buyer is launching a tender offer bid for all of the outstanding shares of Avon Japan, including the 43,649,000 shares of Avon Japan held by AIO, for ¥74 per share. The shares held by AIO represent the Company’s approximate 74.67% ownership interest in Avon Japan, a publicly traded company on the JASDAQ market of Osaka Securities Exchange (4915:JP). The completion of the transaction between the Company and Buyer is not conditioned upon Buyer’s acquisition of the approximate 25.33% minority stake held by the public but is subject to the satisfaction of customary closing conditions. The closing of the transaction is targeted for the fourth quarter 2010.

In connection with the transaction, the Company has agreed to grant Buyer ongoing licenses to the Company’s Japan formulas and products and certain regional formulas and products in Japan and, subject to certain restrictions, in other markets worldwide. The Company has also agreed to transfer to Buyer ownership of certain Japan and regional trademarks. In addition, for a five-year period, Buyer will have license rights to certain existing Company global brands, formulas and products, and to use the Avon name, in Japan.

Beginning in the fourth quarter 2010, Avon Japan will be accounted for as discontinued operations. Exhibit 99.1 attached hereto and incorporated by reference herein sets forth selected pro forma financial information of the Company and its Asia Pacific segment adjusted to exclude the results of Avon Japan from continuing operations while including the net results, as well as costs associated with the sale, as discontinued operations. The Company’s management believes that presentation of the pro forma financial information provides useful information to investors as it presents information about the Company’s financial performance from its continuing operations, excluding its interest in Avon Japan.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1    Selected Pro Forma Financial Information

(Page 2 of 4 Pages)

SIGNATURE

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/ Charles W. Cramb
	Charles W. Cramb
	Vice Chairman, Chief Finance and Strategy Officer

Date: November 8, 2010

(Page 3 of 4 Pages)

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Selected Pro Forma Financial Information

(Page 4 of 4 Pages)

EX-99.1

Exhibit 99.1

AVON PRODUCTS, INC.

PRO-FORMA FINANCIAL INFORMATION

(Unaudited)

(In millions, except per share data)

	Three Months Ended March 31			Three Months Ended June 30			Three Months Ended September  30			Nine Months Ended September  30
	2010			2010			2010			2010
Net sales	$	2,416.5		$	2,596.9		$	2,580.1		$	7,593.5
Other revenue		29.8			31.6			32.3			93.7
Total revenue		2,446.3			2,628.5			2,612.4			7,687.2
Cost of sales		934.7			962.1			933.0			2,829.8
Selling, general and administrative expenses		1,320.1			1,400.0			1,420.1			4,140.2
Operating profit		191.5			266.4			259.3			717.2
Interest expense		21.8			20.3			21.2			63.3
Interest income		(4.9	)		(3.4	)		(1.7	)		(10.0	)
Other expense, net		48.3			.4			3.7			52.4
Total other expenses		65.2			17.3			23.2			105.7
Income from continuing operations, before tax		126.3			249.1			236.1			611.5
Income taxes		(83.6	)		(84.1	)		(68.9	)		(236.6	)
Income from continuing operations, net of tax		42.7			165.0			167.2			374.9
Discontinued operations, net of tax		.6			4.2			.3			5.1
Net Income		43.3			169.2			167.5			380.0
Net income attributable to noncontrolling interest		(.8	)		(1.6	)		(.8	)		(3.2	)
Net income attributable to Avon	$	42.5		$	167.6		$	166.7		$	376.8
Earnings per share:
Basic *
Basic EPS from continuing operations	$	.10		$	.38		$	.38		$	.86
Basic EPS from discontinued operations	$	—		$	.01		$	—		$	.01
Basic EPS attributable to Avon	$	.10		$	.39		$	.39		$	.87
Diluted *
Diluted EPS from continuing operations	$	.10		$	.38		$	.38		$	.86
Diluted EPS from discontinued operations	$	—		$	.01		$	—		$	.01
Diluted EPS attributable to Avon	$	.10		$	.39		$	.38		$	.87

* Items may not add due to rounding

AVON PRODUCTS, INC.

PRO-FORMA FINANCIAL INFORMATION

(Unaudited)

(In millions, except per share data)

	Three Months Ended March 31			Three Months Ended June 30			Three Months Ended September  30			Three Months Ended December  31			Twelve Months Ended December  31
	2009			2009			2009			2009			2009
Net sales	$	2,110.2		$	2,396.0		$	2,477.5		$	3,101.1		$	10,084.8
Other revenue		27.1			30.5			29.9			32.9			120.4
Total revenue		2,137.3			2,426.5			2,507.4			3,134.0			10,205.2
Cost of sales		795.9			919.5			939.9			1,170.2			3,825.5
Selling, general and administrative expenses		1,174.7			1,329.2			1,313.6			1,556.6			5,374.1
Operating profit		166.7			177.8			253.9			407.2			1,005.6
Interest expense		24.8			27.9			26.1			26.0			104.8
Interest income		(7.3	)		(4.8	)		(3.2	)		(4.9	)		(20.2	)
Other expense (income), net		4.1			(.1	)		4.0			(.7	)		7.3
Total other expenses		21.6			23.0			26.9			20.4			91.9
Income from continuing operations, before tax		145.1			154.8			227.0			386.8			913.7
Income taxes		(28.3	)		(74.6	)		(73.1	)		(118.5	)		(294.5	)
Income from continuing operations, net of tax		116.8			80.2			153.9			268.3			619.2
Discontinued operations, net of tax		.7			4.4			3.7			.2			9.0
Net Income		117.5			84.6			157.6			268.5			628.2
Net income attributable to noncontrolling interest		(.2	)		(1.7	)		(1.4	)		.9			(2.4	)
Net income attributable to Avon	$	117.3		$	82.9		$	156.2		$	269.4		$	625.8
Earnings per share:
Basic *
Basic EPS from continuing operations	$	.27		$	.18		$	.35		$	.62		$	1.43
Basic EPS from discontinued operations	$	—		$	.01		$	.01		$	—		$	.02
Basic EPS attributable to Avon	$	.27		$	.19		$	.36		$	.63		$	1.45
Diluted *
Diluted EPS from continuing operations	$	.27		$	.18		$	.35		$	.62		$	1.43
Diluted EPS from discontinued operations	$	—		$	.01		$	.01		$	—		$	.02
Diluted EPS attributable to Avon	$	.27		$	.19		$	.36		$	.62		$	1.45

* Items may not add due to rounding

AVON PRODUCTS, INC.

PRO-FORMA FINANCIAL INFORMATION

(Unaudited)

(In millions, except per share data)

	Twelve Months Ended December  31
	2008
Net sales	$	10,385.1
Other revenue		122.4
Total revenue		10,507.5
Cost of sales		3,883.9
Selling, general and administrative expenses		5,299.1
Operating profit		1,324.5
Interest expense		100.4
Interest income		(37.1	)
Other expense, net		38.2
Total other expenses		101.5
Income from continuing operations, before tax		1,223.0
Income taxes		(340.5	)
Income from continuing operations, net of tax		882.5
Discontinued operations, net of tax		(6.9	)
Net Income		875.6
Net income attributable to noncontrolling interest		(.3	)
Net income attributable to Avon	$	875.3
Earnings per share:
Basic *
Basic EPS from continuing operations	$	2.04
Basic EPS from discontinued operations	$	(.02	)
Basic EPS attributable to Avon	$	2.04
Diluted *
Diluted EPS from continuing operations	$	2.03
Diluted EPS from discontinued operations	$	(.02	)
Diluted EPS attributable to Avon	$	2.03

* Items may not add due to rounding

AVON PRODUCTS, INC.

SUPPLEMENTAL SCHEDULE

(Unaudited)

Asia Pacific Excluding Japan

(Dollars in Millions)

Three Months Ended March 31,
							%/Point Change
	2010			2009			US$			Constant $
Total Revenue		176.3			150.0			18	%		7	%
Operating Profit		25.1			13.5			86	%		63	%
Operating Margin		14.2	%		9.0	%		5.2			4.8
Japan Costs to Implement 2005 and 2009 Restructuring Programs (“CTI”)		—			—
Three Months Ended June 30,
							%/Point Change
	2010			2009			US$			Constant $
Total Revenue		176.4			157.0			12	%		3	%
Operating Profit		20.4			6.4			219	%		155	%
Operating Margin		11.6	%		4.1	%		7.5			6.8
Japan CTI		.2			—
Three Months Ended September 30,
							%/Point Change
	2010			2009			US$			Constant $
Total Revenue		184.5			171.0			8	%		1	%
Operating Profit		20.6			18.6			11	%		(3	)%
Operating Margin		11.2	%		10.9	%		.3			(.4	)
Japan CTI		.3			.2
Nine Months Ended September 30,
							%/Point Change
	2010			2009			US$			Constant $
Total Revenue		537.2			478.0			12	%		4	%
Operating Profit		66.1			38.5			72	%		49	%
Operating Margin		12.3	%		8.1	%		4.2			3.6
Japan CTI		.5			.2
Twelve Months Ended December 31,
							%/Point Change
	2009			2008			US$			Constant $
Total Revenue		677.3			679.3			—			6	%
Operating Profit		61.6			87.6			(30	)%		(24	)%
Operating Margin		9.1	%		12.9	%		(3.8	)		(3.8	)
Japan CTI		.4			1.3