SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2002
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
(Address of principal executive offices)
(212) 282-5000
(Registrant's telephone number, including area code)
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. [ ].
Indicate by checkmark whether the Registrant is an accelerated filer (as
defined by Rule 12b-2 of the Securities Exchange Act of 1934). Yes [X] No [ ]
The aggregate market value of Common Stock (par value $.25) held by
non-affiliates at January 31, 2003 was $11.8 billion.
The number of shares of Common Stock (par value $.25) outstanding at
January 31, 2003 was 235,334,884.
Documents Incorporated by Reference
Parts I and II Portions of the 2002 Annual Report to Shareholders.
Part III Portions of the Proxy Statement for the 2003 Annual
Meeting of Shareholders.
Forward-Looking Statements
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. 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 the Company 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: general
economic and business conditions in the Company's markets, including economic
and political uncertainties in Latin America; the Company's ability to
implement its business strategy and its Business Transformation initiatives,
including the integration of similar activities across markets to achieve
efficiencies; the Company's ability to achieve anticipated cost savings and its
profitability and growth targets; the impact of substantial currency
fluctuations in the Company's principal foreign markets and the success of the
Company's foreign currency hedging and risk management strategies; the impact
of possible pension funding obligations and increased pension expense on the
Company's cash flow and results of operations; the effect of legal and
regulatory proceedings, as well as restrictions imposed on the Company, its
operations or its Representatives by foreign government; the Company's ability
to successfully identify new business opportunities; the Company's access to
financing; and the Company's ability to attract and retain key executives. The
Company undertakes no obligation to update any such forward-looking statements.
PART I
Dollars in Millions
ITEM 1. BUSINESS
General
Avon commenced operations in 1886 and was incorporated in the State of New
York on January 27, 1916. Avon is a global manufacturer and marketer of beauty
and related products. Avon's products fall into four product categories:
Beauty, which consists of cosmetics, fragrance and toiletries ("CFT");
Beauty Plus, which consists of jewelry, watches and apparel and accessories;
Beyond Beauty, which consists of home products, gift and decorative and
candles; and Health and Wellness which consists of vitamins, an aromatherapy
line, exercise equipment, as well as stress relief and weight management
products.
In 2001, Avon launched a retail brand in the U.S. to sell a new line of
products called "beComing" in selected stores of J.C. Penney Company, Inc.
("J.C. Penney"). In January 2003, Avon announced that it had agreed with J.C.
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Penney to end the business relationship pursuant to which Avon's beComing line
of products has been carried in approximately 90 J.C. Penney stores. The
beComing brand will now be sold through Avon's direct selling channel in the
U.S., exclusively by Avon Beauty Advisors, who are independent Avon sales
Representatives with specialized beauty product training and consultative
selling skills. The details for withdrawing beComing from J.C. Penny are still
being finalized; however, Avon's management does not anticipate that
repositioning the brand will significantly affect Avon's results of operations
in 2003.
In 2003, Avon plans to launch a new global cosmetics brand, focusing on
the fast-growing market for young women. The brand is named "mark." and the
product line will be targeted to young women in the 16 to 24 age group, with an
objective to enhance Avon's share of the worldwide youth market. The new line
is expected to launch in the fall of 2003 in the U.S., and rollout to Mexico
and Brazil in 2004. The "mark." brand is expected to be sold both through the
Company's core direct selling channel of U.S. Representatives and a separate
"mark." sales force.
Avon's business primarily is comprised of one industry segment, direct
selling, which is conducted in North America, Latin America, Europe and the
Pacific . 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, Segment Information, on pages 30 and 63 through 64,
respectively, in Avon's 2002 Annual Report to Shareholders.
Distribution
Avon presently has operations in 58 countries, including the United
States, and its 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 active
independent Avon Representatives, approximately 463,000 of whom are in the
United States. Representatives are independent contractors or independent
dealers, who are not agents or employees of Avon. Representatives purchase
products directly from Avon and sell them to their customers. The
Representatives are the customers of Avon and Avon generally has no arrangement
with any end user of its product beyond the Representative. Representatives are
responsible for payment to Avon upon delivery of product to the Representative,
regardless of whether or not the Representative sells the products to an end
user. No single Representative or end user accounts for more than 10% of Avon's
net sales.
A Representative contacts customers, selling primarily through the use of
brochures which also highlight new products and specially-priced items for each
sales campaign. Sales campaigns are generally for a two-week duration in the
United States and three-to four-week duration for most markets outside the
United States. Product samples, demonstration products and selling aids such as
make-up color charts are also used. Generally, the Representative forwards an
order to a designated distribution center. A Representative can place an order
24 hours a day, seven days a week using the mail, telephone, fax or the
Internet. This order is processed and the products are assembled at a
distribution center and delivered to the Representative usually by a local
delivery service. The Representative then delivers the merchandise and collects
payment from the customer for his or her own account.
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Avon employs certain electronic order systems to increase Representative
support, which allows the Representatives to run their businesses more
efficiently as well as to improve order-processing accuracy. Additionally, Avon
Representatives can utilize the Internet to manage their business
electronically. In the U.S., certain Avon Representatives use an online
marketing tool called youravon.com, which was introduced in 2000. The site
features a complete line of Avon's products 24 hours a day, seven days a week.
The site helps Representatives build their own Avon business by enabling them
to sell online through their own personalized web pages, developed in
association with Avon. Additionally, these e-Representatives have the advantage
of business-to-business capabilities that connect them to Avon's order and
fulfillment systems. While their customers benefit from the speed, convenience
and delivery flexibility of online ordering, Avon e-Representatives are able to
promote special products, target specific groups of customers, place and track
orders online, and capitalize on e-mail to share product information, selling
tips and marketing incentives. Self-paced online training also is available, as
well as up-to-the-minute news about Avon. Globally, Avon has Internet sites in
29 markets. Most are consumer information sites, but 15 of these markets have
piloted business-to-business sites to support Representatives.
In the United States, Avon also sells its products through licensed kiosks
located in shopping malls across the U.S and on Avon's internet site if the
customer chooses not to purchase through a Representative. Avon also sells
products at 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.
In some markets, Avon uses decentralized branches and satellite stores to
serve Representatives and customers. Representatives come to a branch 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 markets such as China, Taiwan, Malaysia, the Philippines and
Venezuela, Representatives can manage Avon beauty boutiques, beauty counters,
licensed Avon beauty centers and other retail-oriented opportunities to build
their careers and bring Avon to new customers in complementary ways to direct
selling.
The recruiting and training of Representatives are the primary
responsibilities of District Sales Managers. District Sales 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 (including the Sales Leadership program), and local advertising
constitute the primary means of obtaining new Representatives. The Sales
Leadership program is a modified network marketing selling system which gives
Representatives the opportunity to earn commissions on their own sales, as well
as bonuses from sales of Representatives they have recruited. This program
limits the number of levels to three and continues to focus on individual
product sales. Development of the Sales Leadership program throughout the world
is part of Avon's long-term growth strategy. 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.
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Avon also has a Representative development strategy in the U.S. that
focuses on the professional training and development of Representatives through
the Avon Beauty Advisor program. Under this program, Representatives enroll in
a series of courses designed to enhance their product knowledge and
professional beauty consulting skills. Following the termination of Avon's
business relationship with J.C. Penney, Avon Beauty Advisors will be the
exclusive channel through which the beComing line of products will be offered
in the U.S.
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 and profitability 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 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 other 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 Sales 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 are used, including the introduction
of new products, the use of combination offers, the use of trial sizes and
samples, flyers and the promotion of products packaged as gift items. 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.
Avon is marketing a more contemporary beauty image through increased
advertising and image-building programs focused on the consumer. Avon has
increased investments in product sampling and development and upgraded the
quality of its brochure to further strengthen its worldwide beauty image.
Additionally, Avon has a global advertising campaign entitled "Let's Talk".
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. Avon's pricing flexibility and broad product lines are expected
to be able to mitigate the effect of these regulations.
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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, specialty retailers 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 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 distributors in the CFT industry in many of its
foreign markets.
There are a number of direct-selling companies that 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; the high level of new and innovative products; its easily
recognized brand name and its guarantee of satisfaction are significant factors
in establishing and maintaining its competitive position.
International Operations
Avon's international operations are conducted primarily through
subsidiaries in 57 countries outside the U.S. and Avon's products are
distributed in some 85 other countries. The Company has entered 30 new markets
since 1990, including Russia and China and rapidly emerging nations throughout
Central and Eastern Europe.
Avon's international operations are subject to certain risks inherent in
carrying on business abroad, including the risk of adverse currency
fluctuations, currency remittance restrictions and unfavorable economic and
political conditions.
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.
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The design and development of new products are affected by the cost and
availability of materials such as glass, plastics and chemicals. Avon believes
that it can continue to obtain sufficient raw materials and supplies to
manufacture and produce its products.
Avon had 17 manufacturing facilities around the world in 2002. In the
United States, Avon's CFT products were produced in three manufacturing
facilities. Most products sold in foreign countries are manufactured in Avon's
facilities abroad.
In 2002, Avon closed a facility that manufactured fashion jewelry and
began outsourcing jewelry manufacturing and purchasing its full jewelry line
from suppliers in Asia. Avon is also in the process of closing a U.S.
manufacturing facility (in Suffern, New York) and a manufacturing facility in
the United Kingdom. Production is being redeployed to other Avon sites and
third parties. Additionally, Avon plans to relocate a manufacturing facility
within Mexico and close a manufacturing facility in Canada in 2004. Production
is expected to be redeployed to existing Avon facilities.
Avon plans to construct a new research and development facility near New
York City to replace the facility in Suffern, New York by 2005.
Trademarks and Patents
Avon's business is not materially dependent on the existence of third
party patent or other intellectual property rights and Avon is not a party to
any ongoing 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.
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. Holiday sales cause a sales peak in the fourth quarter of the year.
Fourth quarter net sales were approximately 30 percent of total Net sales in
both 2002 and 2001, respectively, and before special charges, fourth quarter
operating profit was 35 percent and 34 percent of total Operating profit in
2002 and 2001, respectively.
Research and Product Development Activities
Avon's research and development department is a leader in the industry,
based on the number of new product launches, including formulating effective
beauty treatments relevant to women's needs.
A team of researchers and technicians apply the disciplines of science to
the practical aspects of bringing products to market around the world.
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Relationships with well known dermatologists and other specialists enhance
Avon's ability to deliver new formulas and ingredients to market.
Avon has pioneered many innovative products, including Skin-So-Soft
BioAdvance, the first skin care product with stabilized retinol, and Collagen
Booster, a product that capitalizes 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 mass cosmetic use in the Anew Perfecting Complex products. Avon's Anew
product line has been expanded to include technologically advanced products
such as Retroactive, Retinol Recovery Complex PM Treatment, Night Force
Vertical Lifting Complex, Clearly C 10% Vitamin C Serum and Luminosity
Brightening Complex. Retroactive utilizes Avon's exclusive Rejuvi-cell complex,
a blend of ingredients formulated to enhance cellular communication and
re-energize aging skin cells. 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. In 2002, Avon launched Anew Ultimate, Anew Biologie+, Anew
Retroactive Eye Serum and new fragrances called Rare Pearls and Dreamlife. In
2001, Avon updated packaging for the Anew line , launched Pure 02, a facial
mousse that increases oxygen delivery to skin cells and erases signs of stress
and fatigue, Avon Beyond Color Illuminating Radiance Vitamin C Foundation; Avon
Beyond Color Nutralush Plumping Lipstick and a fragrance called Little Black
Dress.
The amounts incurred on research activities relating to the development of
new products and the improvement of existing products were $48.4 in 2002, $45.9
in 2001, and $43.1 in 2000. 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.
Avon plans to increase its investment in research and development by more
than $100.0 over the period 2002 through 2005. A majority of the incremental
investment is related to the construction of a research and development
facility near New York City to replace the facility in Suffern, New York it has
used since 1897. Avon plans to fund the project with cash flows from operating
activities.
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 group 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
adverse effect upon the capital expenditures, financial position or competitive
position of Avon.
Employees
At December 31, 2002, Avon employed approximately 45,000 people. Of these,
approximately 9,000 were employed in the United States and 36,000
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in other countries. The number of employees tends to rise from a low point in
January to a high point in November and decreases slightly in December after
holiday shipments are completed.
ITEM 2. PROPERTIES
Avon's principal properties consist of manufacturing facilities for the
production of CFT 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 facilities are located in Morton Grove, IL;
Suffern, NY; and Springdale, OH. The distribution centers are located in
Atlanta, GA; Glenview, IL; Newark, DE; and Pasadena, CA. Other properties
include three manufacturing facilities and 11 distribution centers in Europe;
six manufacturing facilities and eight distribution centers in Latin America;
one manufacturing facility and two distribution centers in North America (other
than in the United States); and four manufacturing facilities and nine
distribution centers in the Pacific region. Avon leases space in New York City
and owns property in Rye, New York for its executive and administrative
offices.
Avon also has Avon beauty boutiques, licensed satellite stores and Avon
beauty centers in 31 countries.
In 2002, Avon closed a facility that manufactured fashion jewelry and
began outsourcing jewelry manufacturing and purchasing its full jewelry line
from suppliers in Asia. Avon is also in the process of closing a U.S.
manufacturing facility (in Suffern, New York) and a manufacturing facility in
the United Kingdom. Production is being redeployed to other Avon sites and
third parties. Additionally, Avon plans to relocate a manufacturing facility
within Mexico and close a manufacturing facility in Canada in 2004. Production
is expected to be redeployed to existing Avon facilities.
Avon plans to build a new research and development facility near New York
City to replace the facility in Suffern.
ITEM 3. LEGAL PROCEEDINGS
Avon is a defendant in a class action suit commenced in 1991 on behalf of
certain classes of holders of Avon's Preferred Equity-Redemption Cumulative
Stock ("PERCS"). Plaintiffs allege various contract and securities law claims
related to the PERCS (which were fully redeemed in 1991) and seek aggregate
damages of approximately $145.0, plus interest. A trial of this action took
place in the United States District Court for the Southern District of New York
and concluded in November 2001. At the conclusion of the trial, the judge
reserved decision in the matter. Avon believes it presented meritorious
defenses to the claims asserted. However, it is not possible to predict the
outcome of litigation and it is reasonably possible that the trial, and any
possible appeal, could be decided unfavorably. Management is unable to make a
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reasonable estimate of the amount or range of loss that could result from an
unfavorable outcome but, under some of the damage theories presented, an
adverse award could be material to the Consolidated Financial Statements.
Avon is a defendant in an action commenced in the Supreme Court of the
State of New York by Sheldon Solow d/b/a Solow Building Company, the landlord
of the Company's former headquarters in New York City. Plaintiff seeks
aggregate damages of approximately $80.0, plus interest, for the Company's
alleged failure to restore the leasehold premises at the conclusion of the
lease term in 1997. A trial of this matter was scheduled for February 2002, but
was stayed pending the determination of (i) an interlocutory appeal by
plaintiff of an order that denied the plaintiff's motion for summary judgment
and granted partial summary judgment in favor of the Company on one of the
plaintiff's claims; and (ii) an appeal by plaintiff of a decision in an action
against another former tenant that dismissed plaintiff's claims after trial. In
January 2003, both appeals were decided against the plaintiff. Trial has not
yet been re-scheduled. While it is not possible to predict the outcome of
litigation, management believes that there are meritorious defenses to the
claims asserted and that this action should not have a material adverse effect
on the Consolidated Financial Statements. This action is being vigorously
contested.
Avon Products Foundation, Inc. (the "Avon Foundation") is a defendant in
an arbitration proceeding brought by Pallotta TeamWorks ("Pallotta") on
September 3, 2002, before Judicial Arbitration and Mediation Services, Inc.
("JAMS"). Pallotta asserts claims of breach of contract, misappropriation of
opportunity, tortious interference with prospective contractual arrangement and
unfair competition arising out of the Avon Foundation's decision to use another
party to conduct breast cancer fundraising events, and seeks unspecified
damages and attorneys' fees. In January 2003, Pallotta's misappropriation claim
was dismissed by the arbitrator. In February 2003, Pallotta's unfair
competition claim was also dismissed by the arbitrator. The Avon Foundation
believes that it has meritorious defenses to the claims asserted by Pallotta
and has filed a number of counterclaims, and initiated a separate arbitration
proceeding before JAMS. The Avon Foundation is a registered 501(c)(3) charity
and is a distinct entity from Avon Products, Inc., which is not a party to
these proceedings. While it is not possible to predict the outcome of
litigation, management believes that these proceedings should not have a
material adverse effect on the Consolidated Financial Statements. This action
is being vigorously contested.
On December 20, 2002, a Brazilian subsidiary of the Company received a
series of tax assessments from the Brazilian tax authorities asserting that the
establishment in 1995 of separate manufacturing and distribution companies in
that country was done without a valid business purpose. The assessments assert
tax deficiencies during portions of the years 1997 and 1998 of approximately
$50.0 at the exchange rate on the date of this filing, plus penalties and
accruing interest totaling approximately $84.0 at the exchange rate on the date
of this filing. In the event that the assessments are upheld in the earlier
stages of review, it may be necessary for the Company to provide security to
pursue further appeals, which, depending on the circumstances, may result in a
charge to income. It is not possible to make a reasonable estimate of the
amount or range of expense that could result from an unfavorable outcome in
respect of
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these or any additional assessments that may be issued for subsequent periods.
The structure adopted in 1995 is comparable to that used by many companies in
Brazil, and the Company believes it is appropriate, both operationally and
legally, and that the assessments are unfounded. This matter is being
vigorously contested and in the opinion of the Company's outside counsel the
likelihood that the assessments ultimately will be upheld is remote. Management
believes that the likelihood that the assessments will have a material impact
on the Consolidated Financial Statements is also remote.
Polish subsidiaries of the Company have been responding to Protocols of
Inspection served by the Polish tax authorities in respect of 1999 and 2000 tax
audits. The Protocols asserted tax deficiencies, penalties and accruing
interest totaling approximately $24.0 at the exchange rate on the date of this
filing: $11.0 primarily relating to the documentation of certain sales, and
$13.0 relating to excise taxes. The procedural rules for conducting audits in
Poland changed effective January 1, 2003, and the Company was informed on
January 14, 2003 and January 17, 2003, respectively, that the tax authorities
had rejected the Company's factual assertions regarding the alleged tax
deficiencies. Under the new procedures each matter has now either commenced or
is awaiting the commencement of a second stage of proceeding at which the
applicable legal conclusions will be determined. In the event that assessments
are finally established at the second stage of the proceedings, it may be
necessary to pay the assessments in order to pursue further appeals, which may
result in a charge to income. Management believes that there are meritorious
defenses to these proceedings and they are being vigorously contested. It is
not possible to make a reasonable estimate of the amount or range of expense
that could result from an unfavorable outcome in these proceedings but
management does not believe that the proceedings ultimately will have a
material impact on the Consolidated Financial Statements.
In 1998, the Argentine tax authorities denied certain past excise tax
credits taken by Avon's subsidiary in Argentina and assessed this subsidiary
for the corresponding taxes. Avon vigorously contested this assessment through
local administrative and judicial proceedings since 1998. In the third quarter
of 2001, the Argentine government issued a decree permitting taxpayers to
satisfy certain tax liabilities on favorable terms using Argentine government
bonds as payment. Avon decided to settle this contested tax assessment by
applying for relief under this new government program and purchased bonds to
tender in settlement of the aforementioned assessment. As a result, a pretax
charge of $6.4 ($3.4 after tax, or $.01 per diluted share) was included in
Other (income) expense, net in the Consolidated Statements of Income in the
third quarter of 2001.
Various other 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 the opinion of Avon's management, based
on its review of the information available at this time, the total cost of
resolving such other contingencies at December 31, 2002, should not have a
material adverse effect on the Consolidated Financial Statements.
On July 17, 2002, Avon settled a previously disclosed formal investigation
by the Securities and Exchange Commission ("SEC"), which commenced in August
2000, concerning Avon's write-off of a customized order management software
system known as the FIRST project. Avon had written off approximately $15.0
(pretax) of FIRST assets in the first quarter of 1999 and approximately $24.0
(pretax) of FIRST assets in the third quarter of 2001. The SEC determined that
the entire FIRST asset should have been written off in the first quarter of
1999 and that the disclosure regarding the partial write-off was inaccurate.
Avon has restated its financial statements for all periods from the first
quarter of 1999 through the first quarter of 2002 to reflect the write off of
the FIRST project in the first quarter of 1999, the reversal of the charge
recorded in the third quarter of 2001 and the restatement of other
FIRST-related activity that had been recorded during 1999-2002.
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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, 2002.
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 43 of Avon's 2002 Annual Report to
Shareholders.
PART II
ITEM 6. SELECTED FINANCIAL DATA
The information for the five-year period 1998 through 2002 is incorporated
by reference to the "Eleven-Year Review" on pages 74 and 75 of Avon's 2002
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 of Financial Condition and Results of Operations" on pages 25
through 41 of Avon's 2002 Annual Report to Shareholders.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This information is incorporated by reference to "Risk Management
Strategies and Market Rate Sensitive Instruments" on pages 38 through 40 and
Note 7 on pages 55 through 58 of Avon's 2002 Annual Report to Shareholders for
information concerning market risk sensitive instruments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
This information is incorporated by reference to the "Consolidated
Financial Statements and Notes" on pages 44 through 72, together with the
report thereon of PricewaterhouseCoopers LLP, on page 73, and "Results of
Operations by Quarter" on page 42 of Avon's 2002 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 2003 Annual Meeting of Shareholders.
11
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 2003 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 Executive Officer
- ----- ---- --- -----------------
Chairman of the Board,
Chief Executive Officer and Director...... Andrea Jung 44 1997(1)
President and Chief Operating Officer,
and Director .......................... Susan J. Kropf 54 1997(2)
Executive Vice President and
Chief Financial Officer................ Robert J. Corti 53 1988
Executive Vice President, Asia
Pacific, Europe, Middle East
and Africa............................. Robert Toth 50 2002(3)
Senior Vice President,
General Counsel and Secretary.......... Gilbert L. Klemann, II 52 2001(4)
Senior Vice President, Human Resources.... Jill Kanin-Lovers 51 1998
Senior Vice President and President,
Avon North America..................... Brian C. Connolly 47 2002(5)
Vice President and Controller............. Janice Marolda 42 1998
(1) Andrea Jung was elected Chairman of the Board of Avon in September 2001.
She has been Chief Executive Officer of Avon since November 1999
concurrently holding the position of President until January 2001. 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. From January 1998 to November 1999 she was President and Chief
Operating Officer of Avon.
(2) Susan J. Kropf was elected President and Chief Operating Officer,
effective January 2001. She had been elected Executive Vice President,
Chief Operating Officer, North America and Global Business Operations
effective November 1999. Previously she had been Executive Vice President
and President, North America and prior to that she had served as Senior
Vice President, U.S. Marketing and Vice President, Product Development.
Ms. Kropf has been with Avon since 1970.
(3) Robert Toth was elected Executive Vice President, Asia Pacific, Europe,
Middle East and Africa in December 2001, effective March 2002. Prior to
that, Mr. Toth had been Senior Vice President and OBU ("Operating Business
Unit") Leader for Europe, Middle East and Africa since 1999. From 1997 to
12
1999, Mr. Toth had been Group Vice President for Eastern Europe, Middle
East and Africa. Mr. Toth has been with Avon since 1978.
(4) Gilbert L. Klemann, II was elected Senior Vice President and General
Counsel of Avon effective January 1, 2001, and was elected Secretary
effective June 1, 2001. Prior to joining Avon he had been an Executive
Vice President of Fortune Brands, Inc. (formerly American Brands, Inc.)
from 1998-1999 with responsibilities that included corporate development,
legal and administrative functions. He was the Senior Vice President and
General Counsel of American Brands, Inc. during the period 1991-1997 and
previously was a partner in the New York law firm of Chadbourne & Parke.
(5) Brian C. Connolly was elected Senior Vice President and President, North
America in December 2001. Prior to that, Mr. Connolly has been President
of Avon U.S. since 2000 and Senior Vice President of Sales and Operations
for Avon U.S. since 1999. Previously, Mr. Connolly had been Group Vice
President of Sales and Customer Service for Avon U.S. since 1998 and Group
Vice President-Sales for Avon U.S. since 1997. Mr. Connolly joined Avon in
1978.
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 2003 Annual Meeting of Shareholders.
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 2003 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 2003 Annual Meeting of
Shareholders.
ITEM 14. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Within the 90-day period prior to the filing date of this report, the
Company's Chief Executive Officer and Chief Financial Officer carried out an
evaluation of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Rule 13a-14 of the Securities
Exchange Act of 1934 (the "Exchange Act"). Based upon their evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were adequate and effective and
designed to ensure that material information relating to the Company (including
its consolidated subsidiaries) required to be disclosed by the Company in the
reports it files under the Exchange Act is recorded, processed, summarized and
reported within the required time periods.
13
Changes in Internal Controls
There were no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of the evaluation referred to above.
PART IV
ITEM 15. 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, 2002........ 44 32
Consolidated Balance Sheets at
December 31, 2002 and 2001............. 45 33
Consolidated Statements of Cash Flows
for each of the years in the three-year
period ended December 31, 2002......... 46 34
Consolidated Statements of Changes in
Shareholders' (Deficit) Equity for each
of the years in the three-year period
ended December 31, 2002................ 47 35
Notes to Consolidated Financial
Statements............................. 48 - 72 36 - 70
Report of Independent Accountants
PricewaterhouseCoopers LLP............. 73 72
(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, 2002...............
II. Valuation and qualifying
accounts............. S-3
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.
14
(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 8, 2000 (incorporated by reference
to Exhibit 3.4 to Avon's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000).
3.2 By-laws of Avon, as restated, effective December 2, 1999 (incorporated by
reference to Exhibit 3.2 to Avon's Annual Report on Form 10-K for the year
ended December 31, 1999).
4.1 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. 33-41299 filed December 1, 1997).
4.2 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).
4.3 Indenture, dated as of May 11, 1998, between Avon Products, Inc., as
Issuer, and The Chase Manhattan Bank, as Trustee, relating to the 6.25%
Putable/Callable Notes due May 1, 2018, Putable/Callable May 1, 2003
(incorporated by reference to Exhibit 4.3 to Avon's Annual Report on Form
10-K for the year ended December 31, 2001).
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. 33-92333 filed December 8, 1999).
4.5 Indenture, dated as of July 12, 2000, between Avon, as Issuer, and The
Chase Manhattan Bank, as Trustee, relating to the Zero Coupon Convertible
Senior Notes due 2020 (incorporated by reference to Exhibit 4.2 to Avon's
Registration Statement on Form S-3, Registration Statement No. 333-45808
filed September 14, 2000).
4.6 $600,000,000 Revolving Credit and Competitive Advance Facility Agreement,
dated as of May 1, 2001, 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 June 30, 2001).
4.7 Agency Agreement, dated September 20, 2001, between Avon and HSBC Bank
plc, as initial principal paying agent, relating to the JPY 9,000,000,000
1.06 percent Notes due 2006 (incorporated by reference to Exhibit 4.1 to
Avon's Quarterly Report on Form 10-Q for the quarter ended September 30,
2001).
15
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).
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 of the Avon Products, Inc. 1993 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 and 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 10-K 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* Amendment to Avon Products, Inc., Benefit Restoration Plan, effective as
of December 5, 2001 (incorporated by reference to Exhibit 10.7 to Avon's
Annual Report on Form 10-K for the year ended December 31, 2001).
10.8* Trust Agreement, dated 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).
10.9* 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).
10.10* 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).
10.11* 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
16
10.4 to Avon's Quarterly Report on Form 10-Q for the quarter ended March
31, 1993).
10.12* The Avon Products, Inc. Deferred Compensation Plan, amended and
restated, effective as of July 1, 1998 (incorporated by reference to
Exhibit 4(b) to Avon's Registration Statement on Form S-8, Registration
No. 33-65989 filed October 22, 1998).
10.13* First Amendment to the Avon Products, Inc. Deferred Compensation Plan,
(as amended and restated as of July 1, 1998), effective December 6, 2001
(incorporated by reference to Exhibit 10.13 to Avon's Annual Report on
Form 10-K for the year ended December 31, 2001).
10.14* 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).
10.15* Stock Option Agreement, dated November 4, 1999, between Avon and Stanley
C. Gault (incorporated by reference to Exhibit 10.13 to Avon's Annual
Report on Form 10-K for the year ended December 31, 1999).
10.16* Avon Products, Inc. 2000 Stock Incentive Plan (incorporated by reference
to Appendix A to the Company's Proxy Statement on Form 14A as filed with
the Commission on March 27, 2000 (File No. 1-04881)).
10.17 Amendment of the Avon Products, Inc. 2000 Stock Incentive Plan effective
January 1, 2002.
10.18* 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).
10.19* Form of Employment Agreement, dated as of September 1, 1994, between
Avon and certain senior officers and substantially similar to the
employment agreements entered into with other executive officers
(incorporated by reference to Exhibit 10.2 to Avon's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1994).
10.20* Description of Consulting Arrangement between Avon and Fernando Lezama,
effective as of March 31, 2002 (incorporated by reference to Exhibit
10.19 to Avon's Annual Report on Form 10-K for the year ended December
31, 2001).
10.21* Avon Products, Inc. Compensation Plan for Non-Employee Directors, (as
amended and restated as of June 1, 2000), effective as of May 1, 1997
(incorporated by reference to Exhibit 10.17 to Avon's Annual Report on
Form 10-K for the year ended December 31, 2000).
10.22* First Amendment to the Restated Avon Products, Inc. Compensation Plan
for Non-Employee Directors (as amended restated as of June 1, 2000),
executed as of September 6, 2001, and effective January 1, 2002
17
(incorporated by reference to Exhibit 10.21 to Avon's Annual Report on
Form 10-K for the year ended December 31, 2001).
10.23* 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).
10.24* 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).
10.25* 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).
10.26* Stock Option Agreement, dated June 4, 1998, between Avon and Andrea Jung
(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, 2002 incorporated by reference in response to Items 1,5
through 8 in this filing.
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
99.1 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
* 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
On October 2, 2002, Avon filed a Form 8-K to announce that it recorded a
Special and non-recurring charge in the third quarter of 2002.
18
(c) Avon's Annual Report on Form 10-K for the year ended December 31, 2002, 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.
19
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 26th day of
February 2003.
Avon Products, Inc.
/s/ Gilbert L. Klemann, II
--------------------------
Gilbert L. Klemann, II
Senior Vice President,
General Counsel and Secretary
20
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 Chairman of the Board and
Chief Executive Officer
and Director -
Principal Executive Officer February 26, 2003
*
- ----------------------
Susan J. Kropf President February 26, 2003
and Chief Operating Officer
and Director
*
- ----------------------
Robert J. Corti Executive Vice President and
Chief Financial Officer -
Principal Financial Officer February 26, 2003
*
- ----------------------
Janice Marolda Vice President and
Controller -
Principal Accounting Officer February 26, 2003
*
- ----------------------
Brenda C. Barnes Director February 26, 2003
*
- ----------------------
W. Don Cornwell Director February 26, 2003
*
- ----------------------
Edward T. Fogarty Director February 26, 2003
*
- ----------------------
Stanley C. Gault Director
February 26, 2003
*
- ----------------------
Fred Hassan Director February 26, 2003
21
*
- ----------------------
Maria Elena Lagomasino Director February 26, 2003
*
- ----------------------
Ann S. Moore Director February 26, 2003
*
- ----------------------
Paula Stern Director February 26, 2003
*
- ----------------------
Lawrence A. Weinbach Director February 26, 2003
* By: /s/ Gilbert L. Klemann, II
--------------------------
Gilbert L. Klemann, II Attorney-in-fact February 26, 2003
22
CERTIFICATION
I, Andrea Jung, certify that:
1. I have reviewed this annual report on Form 10-K of Avon Products, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: February 26, 2003 /s/ Andrea Jung
-------------------------
Andrea Jung
Chief Executive Officer
23
CERTIFICATION
I, Robert J. Corti, certify that:
1. I have reviewed this annual report on Form 10-K of Avon Products, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: February 26, 2003
/s/ Robert J. Corti
------------------------
Robert J. Corti
Chief Financial Officer
24
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 28, 2003, appearing in the 2002 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 28, 2003
S-1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statements on Form S-3 (Reg. No. 33-45808 and Reg. No. 333-103432) and Form S-8
(Reg. Nos. 33-43820, 33-47209, 33-65989 and 33-65998) of Avon Products, Inc. of
our report dated January 28, 2003 relating to the financial statements which
appear in the 2002 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 28, 2003 relating to the financial statement
schedule, which appears in this Form 10-K.
PricewaterhouseCoopers LLP
New York, New York
February 26, 2003
S-2
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
--------- -------- -------- ---------- ---------
2002
Allowance for doubtful $ 45.1 $ 108.3 $ - $ 103.9(a) $ 49.5
accounts receivable
Deferred tax asset
valuation allowance 28.8 8.9(b) - - 37.7
======= ======= ======= ======= =======
2001
Allowance for doubtful
accounts receivable $ 39.2 $ 105.6 $ - $ 99.7(a) $ 45.1
Deferred tax asset
valuation allowance 25.4 3.4(b) - - 28.8
======= ======= ======= ======= =======
2000
Allowance for doubtful
accounts receivable $ 40.0 $ 94.3 $ - $ 95.1(a) $ 39.2
Deferred tax asset
valuation allowance 46.7 (21.3)(c) - - 25.4
======= ======= ======= ======= =======
(a) Accounts written off, net of recoveries an d foreign currency transl ation
adjustment.
(b) Increase in valuation allowance for tax lo ss and tax credit carryforward
benefits is because it is more likely than not that some or all of the
deferred tax assets will not be utilized in the future.
(c) Decrease in valuation allowance for tax lo ss and tax credit carryforward
benefits is because it is more likely than not that a portion of the asset
balance will be util ized in the future.
S-3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2002
Commission file number 1-4881
--------
AVON PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
--------
4
EXHIBITS
INDEX TO EXHIBITS
(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 8, 2000 (incorporated by reference
to Exhibit 3.4 to Avon's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000).
3.2 By-laws of Avon, as restated, effective December 2, 1999 (incorporated by
reference to Exhibit 3.2 to Avon's Annual Report on Form 10-K for the year
ended December 31, 1999).
4.1 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. 33-41299 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).
4.3 Indenture, dated as of May 11, 1998, between Avon Products, Inc., as
Issuer, and The Chase Manhattan Bank, as Trustee, relating to the 6.25%
Putable/Callable Notes due May 1, 2018, Putable/Callable May 1, 2003
(incorporated by reference to Exhibit 4.3 to Avon's Annual Report on Form
10-K for the year ended December 31, 2001).
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. 33-92333 filed December 8, 1999).
4.5 Indenture, dated as of July 12, 2000, between Avon, as Issuer, and The
Chase Manhattan Bank, as Trustee, relating to the Zero Coupon Convertible
Senior Notes due 2020 (incorporated by reference to Exhibit 4.2 to Avon's
Registration Statement on Form S-3, Registration Statement No. 333-45808
filed September 14, 2000).
4.6 $600,000,000 Revolving Credit and Competitive Advance Facility Agreement,
dated as of May 1, 2001, 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 June 30, 2001).
4.7 Agency Agreement, dated September 20, 2001, between Avon and HSBC Bank
plc, as initial principal paying agent, relating to the JPY 9,000,000,000
1.06 percent Notes due 2006 (incorporated by
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reference to Exhibit 4.1 to Avon's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2001).
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).
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 of the Avon Products, Inc. 1993 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 and 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 10-K 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* Amendment to Avon Products, Inc., Benefit Restoration Plan, effective as
of December 5, 2001 (incorporated by reference to Exhibit 10.7 to Avon's
Annual Report on Form 10-K for the year ended December 31, 2001).
10.8* Trust Agreement, dated 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).
6
10.9* 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).
10.10* 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).
10.11* 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).
10.12* The Avon Products, Inc. Deferred Compensation Plan, amended and
restated, effective as of July 1, 1998 (incorporated by reference to
Exhibit 4(b) to Avon's Registration Statement on Form S-8, Registration
No. 33-65989 filed October 22, 1998).
10.13* First Amendment to the Avon Products, Inc. Deferred Compensation Plan,
(as amended and restated as of July 1, 1998), effective December 6, 2001
(incorporated by reference to Exhibit 10.13 to Avon's Annual Report on
Form 10-K for the year ended December 31, 2001).
10.14* 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).
10.15* Stock Option Agreement, dated November 4, 1999, between Avon and Stanley
C. Gault (incorporated by reference to Exhibit 10.13 to Avon's Annual
Report on Form 10-K for the year ended December 31, 1999).
10.16* Avon Products, Inc. 2000 Stock Incentive Plan (incorporated by reference
to Appendix A to the Company's Proxy Statement on Form 14A as filed with
the Commission on March 27, 2000 (File No. 1-04881)).
10.17 Amendment of the Avon Products, Inc. 2000 Stock Incentive Plan effective
January 1, 2002.
10.18* 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).
10.19* Form of Employment Agreement, dated as of September 1, 1994, between
Avon and certain senior officers and substantially similar to the
employment agreements entered into with other executive officers
(incorporated by reference to Exhibit 10.2 to Avon's
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Quarterly Report on Form 10-Q for the quarter ended September 30, 1994).
10.20* Description of Consulting Arrangement between Avon and Fernando Lezama,
effective as of March 31, 2002 (incorporated by reference to Exhibit
10.19 to Avon's Annual Report on Form 10-K for the year ended December
31, 2001).
10.21* Avon Products, Inc. Compensation Plan for Non-Employee Directors, (as
amended and restated as of June 1, 2000), effective as of May 1, 1997
(incorporated by reference to Exhibit 10.17 to Avon's Annual Report on
Form 10-K for the year ended December 31, 2000).
10.22* First Amendment to the Restated Avon Products, Inc. Compensation Plan
for Non-Employee Directors (as amended restated as of June 1, 2000),
executed as of September 6, 2001 and effective January 1, 2002
(incorporated by reference to Exhibit 10.21 to Avon's Annual Report on
Form 10-K for the year ended December 31, 2001).
10.23* 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).
10.24* 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).
10.25* 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).
10.26* Stock Option Agreement, dated June 4, 1998, between Avon and Andrea Jung
(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, 2002 incorporated by reference in response to Items 1,5
through 8 in this filing.
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
99.1 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
8
* The Exhibits identified above and in the Exhibit Index with an asterisk (*)
are management contracts or compensatory plans or arrangements.
9