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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[x] Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1999
OR
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from to
Commission file number 1-4881
AVON PRODUCTS, INC.
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(Exact name of registrant as specified in its charter)
New York 13-0544597
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1345 Avenue of the Americas, New York, N.Y. 10105-0196
(New address of principal executive offices)
(212) 282-5000
(Telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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Common stock (par value $.25) New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the
past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [ ].
The aggregate market value of Common Stock (par value $.25) held
by non-affiliates at February 29, 2000 was $6.4 billion.
The number of shares of Common Stock (par value $.25) outstanding
at February 29, 2000 was 237,514,173.
Documents Incorporated by Reference
Parts I and II Portions of the 1999 Annual Report to Shareholders.
Part III Portions of the Proxy Statement for the 2000 Annual
Meeting of Shareholders.
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PART I
ITEM 1. BUSINESS
Certain statements in this report which are not historical facts or
information are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including, but not
limited to, the information set forth herein. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, levels of activity, performance or
achievement of Avon Products, Inc. ("Avon" or the "Company"), or industry
results, to be materially different from any future results, levels of
activity, performance or achievement expressed or implied by such forward-
looking statements. Such factors include, among others, the following:
General economic and business conditions; the ability of the Company to
implement its business strategy; the Company's access to financing and its
management of foreign currency risks; the Company's ability to successfully
identify new business opportunities; the Company's ability to attract and
retain key executives; the Company's ability to achieve anticipated cost
savings and profitability targets; the impact of substantial currency
exchange devaluations in the Company's principal foreign markets; changes
in the industry; competition; the effect of regulatory and legal
restrictions imposed by foreign governments; the effect of regulatory and
legal proceedings and other factors as discussed in Item 1 of this Form 10-
K. As a result of the foregoing and other factors, no assurance can be
given as to the future results and achievements of the Company. Neither
the Company nor any other person assumes responsibility for the accuracy
and completeness of these statements.
General
The Company is one of the world's leading manufacturers and marketers
of beauty and related products, which include cosmetics, fragrance and
toiletries (CFT); "beauty plus" which consists of jewelry and accessories
and apparel; and "non-core" which consists of gift and decorative and home
entertainment products. Avon commenced operations in 1886 and was
incorporated in the State of New York on January 27, 1916. Avon's business
is comprised of one industry segment, direct selling, which is conducted in
North America, Latin America, the Pacific and Europe. The Company's
reportable segments are based on geographic operations. Financial
information relating to the reportable segments is incorporated by
reference to the analysis of net sales and operating profit by geographic
area, and to Note 11 of the Notes to the Consolidated Financial Statements,
on pages 31 and 56, respectively, in Avon's 1999 Annual Report to
Shareholders.
Business Process Redesign
In October 1997, the Company announced a worldwide business process
redesign ("BPR") program to streamline operations and improve
profitability through margin improvement and expense reductions. The
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special and non-recurring charges associated with this program totaled
$151.2 pretax ($121.9 net of tax, or $.47 per share on a basic and
diluted basis) for the year ended December 31, 1999 and $154.4 pretax
($122.8 net of tax, or $.46 per share on a basic and diluted basis) for
the year ended December 31, 1998. At December 31, 1999, the remaining
liability balance was $26.2 and relates primarily to severance costs that
will be paid in 2000.
BPR initiatives underway are intended to reduce costs by up to
$400.0 a year by 2000, with a portion of the savings being reinvested
primarily in consumer-focused initiatives. Total savings from BPR
initiatives for 1999 approximated $250.0.
Global Business Strategy
In 1999, the Company adopted a new strategic plan to drive revenue
growth and expand its customer base around the world by building on the
Company's strength as a beauty marketer and a leading home direct seller.
The new strategy includes, but is not limited to, plans to accelerate
growth in its core beauty business by growing global brands, expanding
market share, upgrading its beauty image and new product innovation;
building a global portfolio of jewelry and accessories; developing
innovative programs to train, motivate and retain Representatives;
exploiting retail opportunities; and developing new businesses. The
Company expects that its BPR programs will continue to provide resources
to fund these strategic growth initiatives and contribute to earnings
growth. Spending for product innovation and advertising are also key
components in building a global beauty image and reaching the end
consumer. In 2000, the Company will launch its first-ever global
advertising campaign and significantly expand its use of Internet
technology.
Avon's global strategies include the following key growth
initiatives:
Direct Selling Contemporization
The Company continues to contemporize its direct selling channel
enabling it to reach women quickly and efficiently by offering
Representative training, support and earnings opportunities. The Company
is planning to roll out a global Sales Leadership program in its ten
largest markets around the world. The Sales Leadership program is a
modified multi-level selling system which will give Representatives the
opportunity to earn commissions generated from downstream sales of other
Representatives they recruit. This program limits the number of levels
to three and continues to focus on individual product sales.
The Company also plans to implement a Representative development
strategy in 2000. This strategy will focus on the professional training
and development of its Representatives through the introduction of the
Avon Beauty Advisor. Beauty Advisor training will include an in-home
study package as well as seminars where Representatives will be trained
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to do beauty makeovers, where permissible, and consultations. In
addition to introducing the Avon Beauty Advisor, the Company has formed
an alliance with a sales motivation company to introduce a series of
Avon-sponsored training materials and seminars called "Success by
Design". Avon is also developing enhanced Representative training to
support the Sales Leadership opportunity, including a certification
process for each Leadership level.
In addition to the Sales Leadership program and Representative
development strategy, the Company is planning to build and relaunch its
Avon.com Internet site in the United States with a technology partner.
The site will feature Avon's full product line and will be designed to
help its U.S. sales Representatives build their own Avon business by
enabling them to sell online through their own personalized web pages,
developed in partnership with the Company. The Representatives can
tailor their web pages to their specific customer bases by promoting
particular products, targeting specific age groups and consumer segments,
and reflecting seasonal interests and regional tastes. These "e-
Representatives" will be able to conduct all aspects of their Avon
business online, including customer prospecting, ordering, getting
account status and making payments. Avon will also sell products
directly to consumers if they choose not to purchase through a
Representative.
Additionally, the Company annually produces more than 600 million
brochures in a dozen languages, utilizing common imagery and layouts from
a single global database to enhance its global beauty image. In 2000,
Avon plans on incremental spending to upgrade the quality of brochures,
in several of its largest markets, including the U.S.
Complementary Access
To accelerate growth in established industrial nations such as the
U.S., Western Europe and Japan, the Company has developed new channels to
reach more customers and improve access to its products through Avon
Beauty Centers and Express Centers in the U.S., toll-free telephone
numbers, direct mail and "on line" shopping via the Internet on Avon's
web site, Avon.com. Avon Beauty Centers, located in urban malls across
the United States, are designed to display an upscale beauty image,
showcase the Company's beauty brands and encourage customer trial of
product. Avon Express Centers also provide easy access to products and
allow Representatives to fill orders immediately, rather than waiting for
campaign deliveries. In 2000, Avon intends to implement a more
integrated Internet strategy beginning with the U.S. to focus on
improving access and accelerating growth. These complementary access
programs will further increase Avon's brand awareness and drive its
global beauty image.
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Access strategies also have helped reach new customers in the Pacific
Region. For example, the Philippines, India and Indonesia use
decentralized branches and satellite stores to serve Representatives and
customers. Representatives come to a branch near their homes to place and
pick up product orders for their customers. The branches also create
visibility for Avon with consumers and help reinforce the Company's beauty
image. In Malaysia, Avon has 180 franchised beauty boutiques, which are
staffed by franchise Representatives and are located in areas with high
concentrations of Representatives. The boutiques provide more direct and
personal service to Representatives and their customers. Additionally, in
China and Taiwan, beauty counters managed by Avon Representatives are in
retail store chains.
The Company is exploring potential retail opportunities in the U.S.,
including a franchising opportunity for women who would own their own
Avon retail store or kiosk and a "store within a store" concept developed
through a joint venture with a major retailer.
Image Enhancement
The Company continues to update the image of its core beauty
products and its portfolio of global beauty brands. In the past five
years, CFT products have all undergone extensive upgrades in packaging,
imaging and formulations, consistent with the global brand strategy.
These contemporary products project a consistent, high quality image in
all markets and include brands such as Anew, Skin-So-Soft, Avon Color,
Far Away, Rare Gold, Millennia, Perceive, Starring, Avon Skin Care and
Women of Earth. Global brands are growing rapidly as a percentage of the
Company's worldwide CFT business and in 1999, they accounted for 51% of
core beauty sales. The Company plans on launching three global hair care
brands and launching a global jewelry and fashion accessories line around
the world. The development of global brands has also enabled the Company
to deliver a consistent beauty image around the world, as well as improve
margins through pricing and supply chain efficiencies. Avon is also
marketing a more vibrant beauty image through increased advertising and
image-building programs focused on the consumer. In 2000, the Company
intends to launch its first-ever global advertising campaign entitled
"Let's Talk", increase investments in product sampling and development
and upgrade the quality of its brochure to further build its worldwide
beauty image.
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In 1998, an important image enhancement came with the opening of the Avon
Centre, a spa, salon and retail store located in Trump Tower, New York
City. The Avon Centre emphasizes health and beauty and offers a
selection of Avon beauty products created exclusively for use at the Avon
Centre.
Through these strategic initiatives designed to focus on high-
quality, affordable products, as well as convenience for the customer,
Avon is not only positioned for continued growth but also as a leading
beauty company.
International Expansion
Avon is one of the most widely recognized brand names in the world.
The Company is particularly well positioned to capitalize on growth in
new international markets due to high demand for quality products,
underdeveloped retail, infrastructures and relatively attractive earnings
opportunities for women. The Company presently has operations in 50
countries outside the United States and its products are distributed in
86 more for coverage in 137 markets, and it continues to expand into new
markets. The Company has entered 24 new markets since 1990, including
Russia and China and rapidly emerging nations throughout Central Europe,
and is currently evaluating several other markets in Eastern Europe and
the Pacific region.
Distribution
Avon's products are sold worldwide by approximately 3.0 million
Representatives, approximately 445,000 of whom are in the United States.
Almost all Representatives are women who sell on a part-time basis.
Representatives are independent contractors or independent dealers, and
are not agents or employees of Avon. Representatives purchase products
directly from Avon and sell them to their customers.
The Company's products are sold to customers through a combination
of direct selling and marketing utilizing independent Representatives,
Avon Beauty Centers, Express Centers in urban areas, the mail, phone, fax
or "on-line". Representatives go where the customers are, both in the
home and in the workplace.
In the United States, the Representative contacts customers, selling
primarily through the use of brochures which also highlight new products
and specially-priced items for each two-week sales campaign. Product
samples, demonstration products and selling aids such as make-up color
charts are also used. Generally, the Representative forwards an order
every two weeks to a designated distribution center. This order is
processed and the products are assembled at the distribution center and
delivered to the Representative's home, usually by a local delivery
service. The Representative then delivers the merchandise and collects
payment from the customer for their own account. Payment by the
Representative to Avon is customarily made when the next order is
forwarded to the distribution center. The cost of merchandise to the
Representative varies according to the product category and/or to the
total order size for each two-week sales campaign and averages
approximately 60 percent of the recommended selling price.
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Avon employs certain electronic order systems to increase
Representative support in the United States and allow them to run their
business more efficiently as well as to improve order processing
accuracy. One of these systems permits Representatives to submit add-on
orders with a touch-tone telephone, enabling them to augment orders
already submitted by placing a phone call. Another system, Avon's
Personal Order Entry Terminal, permits the top-producing Representatives
in the United States to transmit orders electronically by phone line, 24
hours a day, seven days a week.
The current Internet site, Avon.com, with nearly 400,000 visitors a
month, also sells a limited line of CFT products directly to consumers.
In 2000, the Company plans to launch a completely new Avon.com in the
U.S., with implementation in certain key markets within about one year of
the U.S. launch. The new online initiative will be available to all
Representatives and offer a complete line of Avon products 24 hours a
day, 7 days a week, with no geographic boundaries.
Outside the United States, each sales campaign is generally of a three or
four week duration. Although terms of payment and cost of merchandise to
the Representative vary from country to country, the basic method of
direct selling and marketing by Representatives is essentially the same
as that used in the United States, and substantially the same
merchandising and promotional techniques are utilized.
The recruiting and training of Representatives are the primary
responsibilities of district managers. In the United States, each
district manager has responsibility for a market area covered by 225
to 300 Representatives. District managers are employees of Avon and are
paid a salary and a sales incentive based primarily on the increase over
the prior year's sales of Avon products by Representatives in their
district. Personal contacts, including recommendations from current
Representatives and local advertising, constitute the primary means of
obtaining new Representatives. Because of the high rate of turnover among
Representatives, a characteristic of the direct-selling method,
recruiting and training of new Representatives are continually necessary.
From time to time, the question of the legal status of
Representatives has arisen, usually in regard to possible coverage under
social benefit laws that would require Avon (and in most instances, the
Representatives) to make regular contributions to social benefit funds.
Although Avon has generally been able to address these questions in a
satisfactory manner, the matter has not been fully resolved in all
countries. If there should be a final determination adverse to Avon in a
country, the cost for future, and possibly past, contributions could be
so substantial in the context of the volume of business of Avon in that
country that it would have to consider discontinuing operations in that
country.
Promotion and Marketing
Sales promotion and sales development activities are directed at
assisting the Representatives, through sales aids such as brochures,
product samples and demonstration products. In order to support the
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efforts of Representatives to reach new customers, especially working
women and other individuals who frequently are not at home, specially
designed sales aids, promotional pieces, customer flyers and product and
image enhancing media advertising are used. In addition, Avon seeks to
motivate its Representatives through the use of special incentive
programs that reward superior sales performance. Periodic sales meetings
with Representatives are conducted by the district managers. The meetings
are designed to keep Representatives abreast of product line changes,
explain sales techniques and provide recognition for sales performance.
A number of merchandising techniques, including the introduction of
new products, the use of combination offers, the use of trial sizes and
the promotion of products packaged as gift items, are used. In general
for each sales campaign, a distinctive brochure is published, in which
new products are introduced and selected items are offered at special
prices or are given particular prominence in the brochure. CFT products
are available each sales campaign at consistently low prices, while
maintaining introductory specials and periodic sales on selected items
for limited time periods.
From time to time, various regulations or laws have been proposed or
adopted that would, in general, restrict the frequency, duration or
volume of sales resulting from new product introductions, special
prices or other special price offers. The Company's pricing flexibility
and broad product lines are expected to be able to mitigate the effect of
these regulations.
Competitive Conditions
The CFT; gift and decorative; apparel; and fashion jewelry and
accessory industries are highly competitive. Avon is one of the leading
manufacturers and distributors of cosmetics and fragrances in the United
States. Its principal competitors are the large and well-known cosmetics
and fragrances companies that manufacture and sell broad product lines
through various types of retail establishments. There are many other
companies that compete in particular products or product lines sold
through retail establishments.
Avon has many competitors in the gift and decorative products and
apparel industries in the United States, including retail establishments,
principally department stores, gift shops and direct-mail companies,
specializing in these products.
Avon is one of the leading distributors of fashion jewelry and
accessories for women in the United States. Its principal competition
in the fashion jewelry industry consists of a few large companies and
many small companies that manufacture and sell fashion jewelry for women
through retail establishments.
The number of competitors and degree of competition that Avon faces
in its foreign CFT and fashion jewelry markets varies widely from country
to country. Avon is one of the leading manufacturers and distributors in
the CFT industry in most of its foreign markets, as well as in the
fashion jewelry industry in Europe.
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There are a number of direct-selling companies which sell product
lines similar to Avon's, some of which also have worldwide operations and
compete with Avon.
Avon believes that the personalized customer service offered by its
Representatives; the high quality, attractive designs and reasonable
prices of its products; new product introductions; innovative CFT
products; and its guarantee of satisfaction are significant factors in
establishing and maintaining its competitive position.
Avon's consolidated net sales, by classes of principal products, are
as follows:
Years ended December 31
-----------------------
1999 1998 1997
---- ---- ----
Cosmetics, fragrance and toiletries $3,226.1 $3,176.6 $3,093.9
Beauty Plus:
Jewelry and accessories 455.4 408.1 370.2
Apparel 556.1 567.7 565.6
1,011.5 975.8 935.8
Non-core* 1,051.5 1,060.3 1,049.7
Total net sales $5,289.1 $5,212.7 $5,079.4
* Non-core category primarily includes gift and decorative and home
entertainment items.
International Operations
Avon's international operations are subject to certain customary
risks inherent in carrying on business abroad, including the risk of
adverse currency fluctuations, currency remittance restrictions and
unfavorable economic and political conditions.
Avon's international operations are conducted primarily through
subsidiaries in 50 countries and Avon's products are distributed in some
86 other countries.
Manufacturing
Avon manufactures and packages almost all of its CFT products. Raw
materials, consisting chiefly of essential oils, chemicals, containers
and packaging components, are purchased from various suppliers. Packages,
consisting of containers and packaging components, are designed by its
staff of artists and designers.
The design and development of new products are affected by the cost
and availability of materials such as glass, plastics and chemicals. Avon
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believes that it can continue to obtain sufficient raw materials and
supplies to manufacture and produce its products.
Avon has eighteen manufacturing laboratories around the world, one
of which is principally devoted to the manufacture of fashion jewelry. In
the United States, Avon's CFT products are produced in three
manufacturing laboratories for the four distribution centers and all
Beauty and Express centers. Most products sold in foreign countries are
manufactured in Avon's facilities abroad.
The fashion jewelry line is generally developed by Avon's staff
and produced in its manufacturing laboratory in Puerto Rico or by several
independent manufacturers.
Trademarks and Patents
Avon's business is not materially dependent on third party patent or
other intellectual property rights and Avon is not a party to any
material license, franchise or concession. The Company, however, does
seek to protect its key proprietary technologies by aggressively pursuing
comprehensive patent coverage in all major markets.
Avon's major trademarks are protected by registration in the United
States and the other countries where its products are marketed as well as
in many other countries throughout the world.
Contingencies
Although Avon has completed its divestiture of all discontinued
operations, various lawsuits and claims (asserted and unasserted), are
pending or threatened against Avon. The Company is also involved in a
number of proceedings arising out of the federal Superfund law and
similar state laws. In some instances Avon, along with other companies,
has been designated as a potentially responsible party which may be
liable for costs associated with these various hazardous waste sites. In
the opinion of Avon's management, based on its review of the information
available at this time, the total cost of resolving such contingencies
should not have a material adverse impact on Avon's consolidated
financial position, results of operations or cash flows.
SEASONAL NATURE OF BUSINESS
Avon's sales and earnings have a marked seasonal pattern
characteristic of many companies selling CFT; gift and decorative
products; apparel; and fashion jewelry. Christmas sales cause a sales
peak in the fourth quarter of the year. Fourth quarter net sales were 30
percent of total net sales in both 1999 and 1998, respectively, and
before one-time charges, fourth quarter operating profit was 35% percent
and 37 percent of total operating profit in 1999 and 1998, respectively.
RESEARCH ACTIVITIES
Avon's research and development department is a leader in the
industry, based on the number of new product launches, including
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formulating effective beauty treatments relevant to women's needs. In
addition, Avon's research and development supports its environmental
responsibilities.
A team of researchers and technicians apply the disciplines of
science to the practical aspects of bringing products to market around
the world. Relationships with well known dermatologists and other
specialists extend Avon's own research to deliver new formulas and
ingredients. Each year, Avon researchers test and develop more than 600
products in the CFT and Beauty Plus categories.
Avon has pioneered many innovative products, including Skin-So-Soft,
its best-selling bath oil; BioAdvance, the first skin care product with
stabilized retinol, the purest form of Vitamin A; and Collagen Booster,
the premier product to capitalize on Vitamin C technology. Avon also
introduced the benefits of aromatherapy to millions of American women,
encapsulated color for the Color-Release line and introduced alpha-
hydroxy acid for cosmetic use in the Anew Perfecting Complex products.
Today, Avon's Anew product line has been expanded to include
technologically advanced products such as Retinol Recovery Complex PM
Treatment, Night Force Vertical Lifting Complex, Clearly C 10% Vitamin C
Serum and Luminosity Brightening Complex. Night Force employs a patented
material named AVC10, a molecule that was engineered by Avon researchers
over a three-year period. Luminosity Brightening Complex contains
Diamonex, Avon's exclusive skin brightening system. Avon has introduced
Hydra Finish Lip Color, the first lipstick developed with 20% water, and
Perceive, a fragrance which uses the mood-enhancing effects of pheromone
technology. In 2000, the Company will be launching a complete renovation
of Avon Color with improved formulas and redesigned packaging, rolling
out a reformulated Anew All-In-One skin care regimen and launching
Positivity, a new line of skin care products for menopausal women.
The amounts incurred on research activities relating to the
development of new products and the improvement of existing products
were $34.4 million in 1999, $31.4 million in 1998, and $29.9 million in
1997. This research included the activities of product research and
development and package design and development. Most of these activities
are related to the development of CFT products.
ENVIRONMENTAL MATTERS
Pursuant to Avon's global environmental policy, environmental audits
are conducted to ensure Avon facilities around the world meet or exceed
local regulatory standards. A corporate environmental operations
committee ensures that opportunities for environmental performance
improvements are reflected in our products, packaging and manufacturing
processes.
In general, compliance with environmental regulations impacting
Avon's global operations has not had, and is not anticipated to have, any
material effect upon the capital expenditures, financial position or
competitive position of Avon.
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EMPLOYEES
At December 31, 1999, Avon employed 40,500 people. Of these, 8,800
were employed in the United States and 31,700 in other countries. The
number of employees tends to rise from a low point in January to a high
point in November and decreases somewhat in December when Christmas
shipments are completed.
ITEM 2. PROPERTIES
Avon's principal properties consist of manufacturing laboratories
for the production of CFT and fashion jewelry and distribution centers
where offices are located and where finished merchandise is warehoused
and shipped to Representatives in fulfillment of their orders.
Substantially all of these properties are owned by Avon or its
subsidiaries, are in good repair, adequately meet Avon's needs and
operate at reasonable levels of productive capacity.
The domestic manufacturing laboratories are located in Morton Grove,
IL; Springdale, OH; and Suffern, NY; the distribution centers are located
in Atlanta, GA; Glenview, IL; Newark, DE; and Pasadena, CA. Other
properties include four manufacturing laboratories and ten distribution
centers in Europe; five manufacturing laboratories and nine distribution
centers in Latin America; two manufacturing laboratories and three
distribution centers in North America (other than in the United States);
and four manufacturing laboratories and ten distribution centers in the
Pacific region. The research and development laboratories are located in
Suffern, NY. Avon leases space for its executive and administrative
offices in New York City and its fashion jewelry manufacturing facility
in Puerto Rico.
ITEM 3. LEGAL PROCEEDINGS
Various lawsuits and claims (asserted and unasserted), arising in
the ordinary course of business or related to businesses previously sold,
are pending or threatened against Avon.
In 1991, a class action lawsuit was initiated against Avon on behalf
of certain classes of holders of Avon's Preferred Equity-Redemption
Cumulative Stock ("PERCS"). This lawsuit alleges various contract and
securities law claims relating to the PERCS (which were fully redeemed
that year). Avon has rejected the assertions in this case, believes it
has meritorious defenses to the claims and is vigorously contesting this
lawsuit. It is anticipated that a trial may take place later in 2000.
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In the opinion of Avon's management, based on its review of the
information available at this time, the total cost of resolving such
contingencies should not have a material adverse impact on Avon's
consolidated financial position, results of operations or cash flows.
Avon is involved in a number of proceedings arising out of the
federal Superfund law and similar state laws. In some instances Avon,
along with other companies, has been designated as a potentially
responsible party which may be liable for costs associated with these
various hazardous waste sites. Based upon Avon's current knowledge of the
proceedings, management believes, without taking into consideration any
insurance recoveries, if any, that in the aggregate they would not have a
material adverse impact on Avon's consolidated financial position,
results of operations or cash flows.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
quarter ended December 31, 1999.
Officers are elected by the Board of Directors at its first meeting
following the Annual Meeting of Shareholders. Officers serve until the
first meeting of the Board of Directors following the Annual Meeting of
Shareholders at which Directors are elected for the succeeding year, or
until their successors are elected, except in the event of death,
resignation or removal, or the earlier termination of the term of office.
Information regarding employment contracts between Avon and named
executive officers is incorporated by reference to the "Contracts with
Executives" section of Avon's Proxy Statement for the 2000 Annual Meeting
of Shareholders.
Listed below are the executive officers of Avon, each of whom (except as
noted) has served in various executive and operating capacities with Avon
during the past five years:
Elected
Title Name Age Officer
- - ----- ---- --- -------
Retired Chairman of the Board and Director ..James E. Preston 66 1971(1)
Retired Chief Executive Officer and Director.Charles R. Perrin 54 1998(1)
President and
Chief Executive Officer and Director... Andrea Jung 41 1997(2)
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Executive Vice President
Chief Operating Officer,
North America and Global Business
Operations Susan J. Kropf 51 1997(3)
Executive Vice President
Chief Operating Officer, International
and New Business Development...........Jose Ferreira 43 1997(4)
Executive Vice President, Asia Pacific....Fernando Lezama 60 1997
Executive Vice President and
Chief Financial Officer................Robert J. Corti 50 1988
Senior Vice President, General Counsel
and Secretary...........................Ward M. Miller, Jr. 67 1993
Senior Vice President, Human Resources....Jill Kanin-Lovers 48 1998
Vice President and Controller.............Janice Marolda 39 1998
(1)Charles R. Perrin joined Avon as Vice Chairman and Chief Operating
Officer in January 1998 and was later elected Chief Executive
Officer, effective July 1998 and Chairman of the Board in May 1999,
succeeding James E. Preston in his capacity as Chairman of the
Board. Mr. Perrin retired from Avon in November 1999. Also
effective November 1999, Ms. Andrea Jung was named President and
CEO, succeeding Mr. Perrin in his capacity as CEO and outside
director Stanley C. Gault was elected non-executive Chairman of the
Board of Directors.
(2)Andrea Jung was elected President and Chief Executive Officer
effective November 1999. succeeding Charles R. Perrin who retired
November 1999. Ms. Jung joined Avon in January 1994 as President,
Product Marketing and was promoted to Executive Vice President,
Global Marketing and New Business in March 1997. In January 1998,
she was elected President and was later elected Chief Operating
Officer.
(3)Susan J. Kropf was elected Chief Operating Officer, North America
and Global Business Operations, effective November 1999. Ms. Kropf
has been with Avon for almost thirty years. Prior to this
appointment, she had been Executive Vice President and President,
North America. She also served as Senior Vice President, U.S.
Marketing and as Vice President, Product Development.
(4)Jose Ferreira was elected Chief Operating Officer, International
and New Business Development, effective November 1999. Mr.
Ferreira has been with Avon for twenty years. Prior to this
appointment, he had been Executive Vice President, Europe, Asia and
Africa since January 1999. Prior to that, in 1997, he was promoted
to Executive Vice President and President, Asia Pacific.
PART II
ITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
This information is incorporated by reference to "Market Prices per
Share of Common Stock by Quarter" on page 42 of Avon's 1999 Annual Report
to Shareholders.
14
ITEM 6. SELECTED FINANCIAL DATA
The information for the five-year period 1995 through 1999 is
incorporated by reference to the "Eleven-Year Review" on pages 60 and 61
of Avon's 1999 Annual Report to Shareholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
This information is incorporated by reference to "Management's
Discussion and Analysis" on pages 29 through 41 of Avon's 1999 Annual
Report to Shareholders.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See discussion under the heading "Risk Management Strategies and
Market Rate Sensitive Instruments" on page 39 and Note 7 on page 51 of
Avon's 1999 Annual Report to Shareholders for information concerning
market risk sensitive instruments. Such information is incorporated by
reference in this Form 10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
This information is incorporated by reference to the "Consolidated
Financial Statements and Notes" on pages 43 through 58, together with the
report thereon of PricewaterhouseCoopers LLP, on page 59, and "Results of
Operations by Quarter" on page 42 of Avon's 1999 Annual Report to
Shareholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding directors is incorporated by reference to the
"Election of Directors" and "Information Concerning the Board of
Directors" sections of Avon's Proxy Statement for the 2000 Annual
Meeting of Shareholders. Information regarding executive officers is
presented in Part I of this report.
ITEM 11. EXECUTIVE COMPENSATION
This information is incorporated by reference to the "Information
Concerning the Board of Directors" and "Executive Compensation" sections
of Avon's Proxy Statement for the 1999 Annual Meeting of Shareholders.
15
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
This information is incorporated by reference to the "Ownership of
Shares" section of Avon's Proxy Statement for the 2000 Annual Meeting of
Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information is incorporated by reference to the "Contracts
with Executives" section of Avon's Proxy Statement for the 2000 Annual
Meeting of Shareholders.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS
ON FORM 8-K
Annual
Report to
Shareholders Form 10-K
Page Number Page Number
----------- -----------
(a) 1. Consolidated Financial Statements of
Avon Products, Inc. and Subsidiaries
Consolidated statements of income for
each of the years in the three-year
period ended December 31, 1999........ 43
Consolidated balance sheets at
December 31, 1999 and 1998............. 44
Consolidated statements of cash flows
for each of the years in the three-year
period ended December 31, 1999......... 45
Consolidated statements of changes in
shareholders' (deficit)equity for each
of the years in the three-year period
ended December 31, 1999................ 46
Notes to consolidated financial
statements............................. 47-58
Report of Independent Accountants
PricewaterhouseCoopers LLP............. 59
16
(a) 2. Financial Statement Schedule
Report of Independent Accountants on
Financial Statement Schedule
PricewaterhouseCoopers LLP S-1
Consent of Independent Accountants
PricewaterhouseCoopers LLP S-2
Financial statement schedule for each
of the years in the three-year period
ended December 31, 1999...............
II. Valuation and qualifying
accounts............. S-3
17
Financial statements of the registrant and all other financial statement
schedules are omitted because they are not applicable or because the
required information is shown in the consolidated financial statements
and notes.
(a)3. Exhibits
Exhibit
Number Description
- - ------ -----------
3.1 Restated Certificate of Incorporation of Avon, filed with the
Secretary of State of the State of New York on May 13, 1996
(incorporated by reference to Exhibit 3.1 to Avon's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1996).
3.2 By-laws of Avon, as restated, effective December 2, 1999.
3.3 Certificate of Amendment of the Certificate of Incorporation of
Avon Products, Inc., filed May 13, 1998 (incorporated by reference
to Exhibit 3.3 to Avon's Quarterly Report on Form 10-Q for the
quarter ended March 30, 1998).
4.1 Amended and Restated Revolving Credit and Competitive Advance
Facility Agreement, dated as of August 8, 1996, among Avon, Avon
Capital Corporation and a group of banks and other lenders
(incorporated by reference to Exhibit 4.1 to Avon's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1996).
4.2 Indenture dated as of August 1, 1997 between Avon as Issuer, and
The Chase Manhattan Bank, as Trustee relating to the 6.55% Notes
due 2007 (incorporated by reference to Exhibit 4.2 to Avon's
Registration Statement on Form S-4, Registration Statement No.
333-41299 filed December 1, 1997).
4.3 Rights Agreement, dated as of March 30, 1998 (the "Rights
Agreement"), between Avon and First Chicago Trust Company of New
York (incorporated by reference to Exhibit 4 to Avon's
Registration Statement on Form 8-A, filed March 18, 1998).
4.4 Indenture dated as of November 9, 1999 between Avon as Issuer and
The Chase Manhattan Bank, as Trustee relating to the 6.9% Notes
due November 15, 2004 and the 7.15% Notes due November 15, 2009
(incorporated by reference to Exhibit 4.4 to Avon's Registration
Statement on Form S-4, Registration Statement No. 333-92333 filed
December 8, 1999).
10.1* Avon Products, Inc. 1993 Stock Incentive Plan, approved by
stockholders on May 6, 1993 (incorporated by reference to Exhibit
10.2 to Avon's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1993).
18
10.2* Form of Stock Option Agreement to the Avon Products, Inc. 1993
Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to
Avon's Annual Report on Form 10-K for the year ended December 31,
1993).
10.3* First Amendment to the 1993 Avon Stock Incentive Plan effective
January 1, 1997, approved by stockholders on May 1, 1997
(incorporated by reference to exhibit 10.1 to Avon's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1997).
10.4* Avon Products, Inc. 1997 Long-Term Incentive Plan, effective as of
January 1, 1997 approved by stockholders on May 1, 1997
(incorporated by reference to Exhibit 10.4 to Avon's Annual Report
on Form 10-K for the year ended December 31, 1997).
10.5* Supplemental Executive Retirement Plan and Supplemental Life Plan
of Avon Products, Inc., as amended and restated as of July 1,
1998 (incorporated by reference to Exhibit 10.5 to Avon's Annual Report
on Form 10K for the year ended December 31, 1998).
10.6* Benefit Restoration Pension Plan of Avon Products, Inc., effective
as of January 1, 1994 (incorporated by reference to Exhibit 10.7
to Avon's Annual Report on Form 10-K for the year ended December
31, 1994).
10.7* Trust Agreement, amended and restated as of March 2, 1990, between
Avon and Chase Manhattan Bank, N.A. (incorporated by reference to
Exhibit 10.2 to Avon's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1990 and refiled under Form SE for the
year ended December 31, 1996).
10.8* First Amendment, dated as of January 30, 1992, to the Trust
Agreement, dated as of March 2, 1990, by and between Avon and
Chase Manhattan Bank, N.A. (incorporated by reference to Exhibit
10.2 to Avon's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1993).
10.9* Second Amendment, dated as of June 12, 1992 to the Trust
Agreement, dated as of March 2, 1990, by and between Avon and
Chase Manhattan Bank, N.A. (incorporated by reference to Exhibit
10.3 to Avon's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1993).
10.10* Third Amendment, dated as of November 5, 1992, to the Trust
Agreement, dated as of March 2, 1990, by and between Avon and
Chase Manhattan Bank, N.A. (incorporated by reference to Exhibit
10.4 to Avon's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1993).
19
10.11* The Avon Products, Inc. Deferred Compensation Plan, as amended and
restated as of July 1, 1998 (incorporated by reference to Exhibit
4(b) to Avon's Registration Statement on Form S-8, Registration
No. 333-65989 filed October 22, 1998).
10.12* Trust Agreement, dated as of April 21, 1995, between Avon and
Chemical Bank, amending and restating the Trust Agreement as of
August 3, 1989 between Avon and Manufacturers Hanover Trust
Company (incorporated by reference to Exhibit 10.14 to Avon's
Annual Report on Form 10-K for the year ended December 31, 1995).
10.13*Stock Option Agreement between Avon and Stanley C. Gault dated
November 4, 1999.
10.14* Employment Agreement, dated as of December 11, 1997 between Avon
and Charles R. Perrin (incorporated by reference to Exhibit 10.18
to Avon's Annual Report on Form 10-K for the year ended December
31, 1997).
10.15* Stock Option Agreement between Avon and Charles R. Perrin dated
December 10, 1997 (incorporated by reference to Exhibit 10.19 to
Avon's Annual Report on Form 10-K for the year ended December 31,
1997).
10.16* Employment Agreement dated as of December 11, 1997 between Avon
and Andrea Jung (incorporated by reference to Exhibit 10.20 to
Avon's Annual Report on Form 10-K for the year ended December 31,
1997).
10.17* Form of Employment Agreement, dated as of September 1, 1994,
between Avon and certain senior officers (incorporated by
reference to Exhibit 10.2 to Avon's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1994).
10.18* Avon Products, Inc. Compensation Plan for Non-Employee Directors,
effective May 1, 1997 (incorporated by reference to Exhibit 10.22
to Avon's Annual Report on Form 10-K for the year ended December
31, 1997).
10.19* Avon Products, Inc. Board of Directors' Deferred Compensation
Plan, amended and restated, effective January 1, 1997
(incorporated by reference to Exhibit 10.23 to Avon's Annual
Report on Form 10-K for the year ended December 31, 1997).
10.20* Trust Agreement, dated as of December 31, 1991, between Avon and
Manufacturers Hanover Trust Company (incorporated by reference to
Exhibit 10.23 to Avon's Annual Report on Form 10-K for the year
ended December 31, 1991 and refiled under Form SE for the year
ended December 31, 1996).
20
10.21* First Amendment, dated as of November 5, 1992, to the Trust
Agreement dated as of December 31, 1991, by and between Avon and
Manufacturers Hanover Trust Company (incorporated by reference to
Exhibit 10.7 to Avon's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1993).
10.22* Stock Option Agreement between Avon and Charles R. Perrin dated
June 4, 1998 (incorporated by reference to Exhibit 10.1 to Avon's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1998).
10.23* Stock Option Agreement between Avon and Andrea Jung dated June 4,
1998 (incorporated by reference to Exhibit 10.2 to Avon's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1998).
13 Portions of the Annual Report to Shareholders for the year ended
December 31, 1999 incorporated by reference in response to Items
1,5 through 8 in this filing.
18 Preferability letter from PricewaterhouseCoopers LLP regarding
change in accounting principle.
21 Subsidiaries of the registrant.
23 Consent of PricewaterhouseCoopers LLP (set forth on page S-2 of
this Annual Report on Form 10-K).
24 Power of Attorney
27 Financial Data Schedule
21
* The Exhibits identified above and in the Exhibit Index with an
asterisk (*) are management contracts or compensatory plans or
arrangements.
(b) Reports on Form 8-K
There was no Form 8-K filed during the fourth quarter of 1999.
(c) Avon's Annual Report on Form 10-K for the year ended December 31,
1999, at the time of filing with the Securities and Exchange
Commission, shall modify and supersede all prior documents filed
pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act
of 1934 for purposes of any offers or sales of any securities
after the date of such filing pursuant to any Registration
Statement or Prospectus filed pursuant to the Securities Act of
1933, which incorporates by reference such Annual Report on Form
10-K.
22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 27 day of March 2000.
Avon Products, Inc.
/s/WARD M. MILLER, JR.
----------------------
Ward M. Miller, Jr.
Senior Vice President, General
Counsel and Secretary
23
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
Signature Title Date
- - --------- ----- ----
*
- - ---------------
Andrea Jung President, Chief Executive
Officer and Director -
Principal Executive Officer March 9, 2000
*
- - ---------------
Jose Ferreira, Jr. Executive Vice President March 9, 2000
and Chief Operating Officer -
International and
New Business Development
*
- - ---------------
Susan J. Kropf Executive Vice President March 9, 2000
and Chief Operating Officer -
North America and
Global Business Operations
*
- - ---------------
Robert J. Corti Executive Vice President,
Chief Financial Officer -
Principal Financial Officer March 9, 2000
*
- - ---------------
Janice Marolda Vice President and
Controller - Principal
Accounting Officer March 9, 2000
24
*
- - ---------------
Brenda C. Barnes Director March 9, 2000
*
- - ---------------
Richard S. Barton Director March 9, 2000
*
- - ---------------
Stanley C. Gault Chairman of the
Board and Director March 9, 2000
*
- - ---------------
Fred Hassan Director March 9, 2000
*
- - ---------------
Ann S. Moore Director March 9, 2000
*
- - ---------------
Lawrence A. Weinbach Director March 9, 2000
/s/WARD M. MILLER, JR.
- - ---------------------
Ward M. Miller, Jr. Attorney-in-fact March 9, 2000
S-1
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of Avon Products, Inc.:
Our audits of the consolidated financial statements referred to in our
report dated January 27, 2000, appearing in the 1999 Annual Report to
Shareholders of Avon Products, Inc., which report and consolidated
financial statements are incorporated by reference in this Annual Report
on Form 10-K, also included an audit of the financial statement schedule
listed in Item 14(a)(2) of this Form 10-K. In our opinion, this
financial statement schedule presents fairly, in all material respects,
the information set forth therein when read in conjunction with the
related consolidated financial statements.
PricewaterhouseCoopers LLP
New York, New York
January 27, 2000
S-2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statements of Avon Products, Inc. on Form S-8 (Reg. Nos. 33-47209, 33-
60218, 33-60918 and 33-65998) of our report dated January 27, 2000
relating to the financial statements which appear in the 1999 Annual
Report to Shareholders, which is incorporated in this Annual Report on
Form 10-K. We also consent to the incorporation by reference of our
report dated January 27, 2000 relating to the financial statement
schedule, which appears in this Form 10-K.
PricewaterhouseCoopers LLP
New York, New York
March 27, 2000
S-3
AVON PRODUCTS, INC. AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(In millions)
Years ended December 31
Additions
-----------------------
Balance at Charged to Charged Balance
beginning costs and to other at end
of period expenses accounts Deductions of
period
--------- -------- -------- ---------- -----
1999
Allowance for doubtful
accounts receivable $ 49.0 $ 87.5 $ -- $96.5(a) $40.0
======= ======= ======= ===== =====
1998
Allowance for doubtful
accounts receivable $ $35.5 $ 91.3 $ -- $77.8(a) $49.0
======= ======= ======= ===== =====
1997
Allowance for doubtful
accounts receivable $ $36.4 $ 80.8 $ -- $81.7(a) $35.5
======== ======= ======= ====== =====
(a) Accounts written off, net of recoveries and foreign currency
translation adjustment.