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UNITED STATES

(Mark One)

	þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

For the fiscal year ended December 31, 2002

OR

	o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

For the transition period from            to                 .

Commission File Number 333-62989

CDRJ Investments (Lux) S.A.

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

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

      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 o          No þ

      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.     þ

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o          No þ

      The registrant does not have a class of equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 and there is no public market for voting stock of the registrant.

      As of March 7, 2003, the registrant had outstanding 831,888 shares of common stock, par value $2.00 per share.

Documents incorporated by reference

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CDRJ INVESTMENTS (LUX) S.A. AND SUBSIDIARIES

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PART I

Item 1. Business

General

      CDRJ Investments (Lux) S.A., a Luxembourg société anonyme (“Parent”) is a holding company that conducts all of its operations through its subsidiaries. Prior to the consummation of the acquisition (the “Acquisition”) by the Parent of the Jafra Business (as defined) from The Gillette Company (“Gillette”) in 1998, the terms “Company” and “Jafra” refer to the various subsidiaries and divisions of Gillette conducting the worldwide Jafra cosmetics business (the “Jafra Business”), and, following the consummation of the Acquisition, collectively to the Parent and its subsidiaries.

      The Company is a manufacturer and marketer of premium skin and body care products, color cosmetics, fragrances, and other personal care products. The Company markets its products through a direct selling, multilevel distribution system comprised of self-employed consultants (who perform the duties of sales representatives). The Company’s business is comprised of one industry segment, direct selling, with worldwide operations. Financial information relating to geographic areas is incorporated by reference to the analysis of net sales and operating income by geographic area in Note 11 to the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data.”

      The Jafra Business was started in 1956, as a California corporation, by Jan and Frank Day and was purchased by Gillette in 1973. The Company expanded into Latin America in 1977 and into Europe in 1978. On April 30, 1998, the Parent completed the Acquisition of the Company from Gillette. The Parent was organized to effect the Acquisition. The Acquisition was sponsored by Clayton, Dubilier & Rice Fund V Limited Partnership (“CD&R Fund V”), a Cayman Islands exempted limited partnership managed by Clayton, Dubilier & Rice, Inc. (“CD&R”), a private investment firm specializing in acquisitions that involve management participation.

Strategy

      The Company’s strategy consists primarily of the following key initiatives:

      Continue to Grow Consultant Base and Sales in Core Markets. The Company’s market position and distribution network of approximately 269,000 consultants in Mexico positions the Company to continue to grow the business by capturing additional market share. The Company intends to continue to pursue the divisional strategy initiated in late 2000 in which operations in the United States were bifurcated to focus on the Hispanic population and the non-Hispanic population. The establishment of two distinct divisions (the Hispanic Division and the General Division) in the United States has allowed the Company to tailor distinct marketing strategies for those demographics as well as provide U.S. Spanish and non-Spanish speaking consultants with specialized recruiting programs, training, and product offerings tailored to the specific demographic. In the General Division the Company will continue to leverage e-commerce capabilities. In the Hispanic Division the Company will continue to leverage its market position in Mexico in areas of training, recruitment and marketing.

      Continue to Provide Support to Consultants. The Company will continue its operational and cultural focus on providing consultants with superior customer service and effective marketing tools, including catalogues, sales brochures, new product demonstrations and training sessions, to grow their businesses. Additionally, the Company intends to continue to stimulate sales and new consultant recruitment efforts through recognition events, incentives, gifts and free travel for consultants.

      Develop New and Enhanced Products. The Company intends to focus on the development of new and innovative products that capitalize on the face-to-face interaction between consultants and their clients. New product introductions are fundamental to the Company’s direct selling business model in that they serve to motivate consultants and give them new and exciting products to demonstrate and market to their clients. The Company employs a “fast follower” product development strategy that minimizes research costs and focuses development efforts on products that have proven successful in the marketplace.

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      Leverage Economies of Scale. Since the acquisition in 1998, the Company increased gross profit and reduced selling, general and administrative expenses, primarily by reducing manufacturing and overhead costs, streamlining marketing efforts and improving inventory and working capital management. The Company believes that its direct selling business model will continue to generate significant organic growth and that the resulting scale will afford it increasing opportunities to leverage its fixed cost base and increase efficiencies in its purchasing, manufacturing, marketing, training and technology functions.

      Exit Secondary Markets. Due to the challenging macroeconomic environment that has affected results in the non-core markets in which the Company currently operates, it has adopted a strategic plan to focus on the strengths of the core U.S. and Mexican markets. The Company may consider plans to exit certain non-core markets in some or all of South America, Thailand and Europe through either a sale or discontinuation of their operations.

Products

      The Company continuously introduces new and revitalized products based on changes in consumer demand and technological advances in order to enhance the quality, image and price positioning of its products. During 2002, the Company launched 29 new products, excluding limited life products. In connection with the new color line, the Company launched 289 new products during 2001 and 2002. Research and development is conducted at the Jafra Skin, Body and Color Laboratory, located in the Westlake Village, California facility. Amounts incurred on research activities relating to the development of new products and improvement of existing products were $ 1.5 million in 2002, $1.8 million in 2001 and $1.9 million in 2000.

      Employees in the Research and Development Department formulate products and analyze them for chemical purity and microbial integrity. A separate small scale pilot batch is always produced and tested prior to full scale manufacture. The Company continues to invest in upgrading of its product lines by adding new formulations and contemporary fragrances. Through product development, manufacturing and packaging, the Company believes that it has enhanced the consistency and quality of its products.

      The following table sets forth the sales of the Company’s principal product lines for the three years ended December 31, 2002, 2001 and 2000:

      Skin Care. The Company sells personalized skin programs in a free matrix skincare system that allows individuals to select a regiment to meet individual needs. Skin care products include cleansers, masks, skin fresheners and moisturizers for day and night. In addition to basic skin care products, The Company offers specialty products to enhance skin texture and encourage cell revitalization, including its premier product, Royal Jelly Milk Balm Moisture Lotion, and products for maturing skin (Time Protector and Time

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      Color. The Company’s range of color cosmetics for the face, eyes, lips, cheeks and nails contribute significantly to its results. The Company internally develops lipstick formulas, foundations and mascaras. In 1999, the Company implemented a new color palette strategy by introducing seasonal color products, through innovative fashion color statements in the spring and fall shade product offerings. This has been a consistent strategy for 2000, 2001 and 2002, and has continued to drive the sales of color products. In 2001, the Company undertook a major restage of its entire color line. The new line consists of 31 new products, including 13 new formulas. In total, the restage involved the repackaging of approximately 280 items. The new color line was launched in Mexico during the fourth quarter of 2001 and globally in the second quarter of 2002.

      Fragrance. In 1996, the Company introduced Adorisse, a contemporary women’s fragrance, and Fm Force Magnetique, a prestige men’s fragrance. The Company further extended its fragrance line in 1997 with Le Moiré for women and Legend for Men. In 1998, the Company launched the following fragrances for women: Sensations, a youthful fragrance, Joie de Vivre, a lifestyle fragrance, and Reflections, a signature fragrance. The following fragrances were also launched for men in 1998, Epic, an aspirational fragrance, and JF9 Green, a sub-brand of the existing JF9. In 1999, The Company introduced Chosen, a prestige fragrance for women, as well as a special 20th anniversary fragrance for the Mexico market. The fragrance category includes line extensions such as body lotions, shower gels, deodorants, after-shave lotions and shave creams for some of the most popular fragrances. The Company has a continued strategy of introducing new fragrances each year. In 2001, Sphera was introduced for women and Victus was introduced for men. In 2002, multiple new fragrances were launched. Navigo was launched as a master brand and two fragrances were launched simultaneously for men and women. JF9 Black, a sub brand of JF9 was launched for a limited time.

      Body Care and Personal Care. The Company markets a broad selection of body, bath, sun and personal care products, including deodorants and shampoos. The Company’s premier body care product, Royal Jelly Body Complex, contains “royal jelly” (a substance produced by queen bees) in an oil-free deep moisturizing formula with natural botanical extracts and vitamins. Other offerings in the body care line include sunscreens, hand care lotions, revitalizing sprays, and bath products. While the Company varies its product offerings and continues to develop new products, Royal Almond and Precious Protein products remain popular sellers. In 2002, the Company leveraged the success of the Royal Almond brand by introducing Royal Ginger, a scent extension to the body care family. Also, the Company launched the Define Your Body line of four products, a complete line of technologically advanced body treatment products. The Company continued to build on the success of the Jafra Spa line with the launches of the Spa fragrances and the Scalp Massage and Hair Treatment. The Tender Moments Baby line was enhanced with the launch of pediatrician-tested Baby Bottom Balm, formulated with soothing ingredients. In a collaborative effort with Kevin Charles, founder of the Kevin Charles Salon Spa, the Company launched a new hair care line of salon quality products. Developed by the Company, tested by Kevin Charles in his salon, these products cleanse, nourish, protect and style hair. In 2003, the Company will continue to promote body and personal care products with fragrance-driven line extensions.

      Other Products. The Company is considering expanding its product line to include nutritional and wellness products. Any decision to offer such products will include consideration of the attendant risks, including potential product liability.

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Marketing

      Strategy and Product Positioning. The Company positions its products to appeal to a relatively wide range of market categories, demographic groups and lifestyles. The Company products generally price at the higher end of the mass market category, but slightly below prestige brands.

      Product Strategy. The Company’s product strategy is to provide customers with exciting and prestige quality product lines that fit into the Company’s value-added demonstration sales techniques and promote the sale of multiple products per home visit. To that end, the Company develops integrated products and actively promotes cross-selling among categories, thus encouraging multi-product sales and repeat purchases. Product variety and modernization are keys to the Company’s success. The Company continues to look for ways to expand product offerings and broaden its appeal in the marketplace. This led to the development of the Retinol capsules and the new color line.

      Marketing Material & Corporate Image. The company supports its identity and corporate image through its energetic network of consultants and word-of-mouth. The Company uses a sophisticated and integrated promotional approach that includes meetings, marketing literature, and the Internet to create strong corporate imagery and support corporate identity.

Independent Sales Force

      Jafra’s self-employed sales force is composed of approximately 416,000 consultants worldwide as of December 31, 2002. Approximately 80,000 of these consultants are in the United States and the Dominican Republic, 269,000 are in Mexico and 67,000 are in other markets. These consultants are not agents or employees of the Company; they are independent contractors or dealers. They purchase products directly from the Company and sell them directly to their customers.

      More seasoned senior consultants, who have experience managing their own consultant networks, recruit and train the Company’s field level organization. The Company sells substantially all of its products directly to its consultants. Each consultant conducts her Jafra sales operations as a stand-alone business, purchasing Jafra goods and reselling them to customers, as well as offering free personal care consultations. The Company’s independent sales force constitutes its primary marketing contact with the general public.

      Selling. The primary role of a Jafra consultant is to sell Jafra products. Although sales occur as a result of person-to-person sales, the Company also encourages its consultants to arrange sales parties at customers’ homes. Sales parties permit a more efficient use of a consultant’s time, allowing the consultant to offer products and cosmetic advice to multiple potential customers at the same time, and provide a comfortable selling environment in which clients can learn about skin care and sample the Jafra product line. Such parties also provide an introduction to potential recruits and the opportunity for referrals to other potential clients, party hostesses and recruits.

      The Company does not require consultants to maintain any inventory. Instead, Jafra consultants can wait to purchase products from the Company until they have a firm customer order to fill. Consultants generally personally deliver orders to their customers within one week of placement of an order. By delivering products directly to the customer, the Jafra consultant creates an additional sales opportunity. The short-term delivery requirements and the nature of the Company’s business preclude any significant backlog.

      Recruiting. The Company believes that the lower start-up costs and policy of providing retail discounts to consultants even on small orders helps recruit consultants. Other major attractions to prospective recruits include flexible hours, increased disposable income, an attractive incentive program (including international travel, national and regional meetings, awards and free products), personal and professional recognition, social interaction, product discounts and career development opportunities.

      The Company also emphasizes a commitment to consultants’ personal and professional training, thereby building consultants’ management and entrepreneurial skills.

      Consultant Management and Training. To become a manager, a consultant must sponsor a specified number of recruits and meet certain minimum sales levels. Once a consultant becomes a manager, she is

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      Training for new consultants focuses first on the personalized selling of the Jafra product line, beginning with skin care and the administration of a Jafra business. Training is conducted primarily by the Company’s consultant managers. Managers train their downline consultants at monthly meetings using materials prepared by the Company. In training managers, the Company seeks to improve leadership and management skills, while teaching managers to motivate downline consultants to higher sales levels.

      Income Opportunities and Recognition. Consultants earn income by purchasing products from the Company at retail discounts and selling to consumers at suggested retail prices. Once a consultant becomes a manager, her compensation also includes overrides on the wholesale value of paid sales made by herself and her recruits. The overrides are paid to motivate and compensate the managers to train, recruit and develop downline consultants. Additionally, managers often perform collection efforts on the Company’s behalf as the overrides paid on a consultant’s downline productivity are paid only upon the collection of payment for the underlying product sale.

      The Company believes that public recognition of sales accomplishments serves the dual purpose of identifying successful role models and boosting consultant morale. Each year the Company sponsors major events in most geographic markets to recognize and reward sales and recruiting achievements and strengthen the bond between the independent sales force and the Company. Consultants and managers must meet certain qualification levels to receive invitation to attend these events.

International Operations

      The Company’s international operations are subject to certain customary risks inherent in carrying on business abroad, including the risk of adverse currency fluctuations, the effect of regulatory and legal restrictions imposed by foreign governments, and unfavorable economic and political conditions.

      Due to the challenging macroeconomic environment that has effected the Company’s results in the non-core markets in which the Company operates, the Company recently adopted a strategic plan to focus on the strengths of the core U.S. and Mexican markets. The Company may consider plans to exit certain non-core markets, including some or all of South America, Thailand and Europe through either a sale or discontinuation of their operations.

      The most important markets to date are Mexico and the United States, which represented approximately 64% and 24%, respectively, of total 2002 consolidated sales. See Note 11 of the consolidated financial statements appearing in Item 8. “Financial Statements and Supplementary Date.” The Company has entered into foreign currency contracts to help mitigate the risk that a potential currency devaluation in Mexico would have on operations and liquidity. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Quantitative and Qualitative Disclosures About Market Risk — Foreign Currency Risk.”

Manufacturing

      The Company has a manufacturing facility in Naucalpan, Mexico, which is near Mexico City. This facility produces color cosmetics and most of the Company’s fragrances. Until June of 1999, the Company produced skin care and personal use products at the Westlake Village, California manufacturing facility. In June of 1999, the Company outsourced the U.S. product manufacturing functions to a third-party contractor.

      The Company and the third-party contractor (the “contractor”) entered into a manufacturing agreement, dated as of June 10, 1999. Subject to the terms and conditions of the manufacturing agreement, the contractor has agreed to manufacture all of the Company’s requirements for certain cosmetic and skin care products for

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      Beginning in 2001, the Company began manufacturing, through a third-party, a limited number of items in Brazil, for sale in South America.

      The Company purchases from other third-party suppliers certain finished goods and raw materials for use in its manufacturing operations. In general, the Company does not have written contracts with other suppliers. Finished goods and raw materials used in the Company’s products, such as glass, plastics, and chemicals, generally are available stock items or can be obtained to the Company’s specifications from more than one potential supplier.

Distribution

      As of December 31, 2002, the Company uses three distribution centers in the United States and Mexico and various other distribution centers globally. The U.S. warehouses in Bridgeport, New Jersey and Westlake Village, California currently stock the entire Jafra product line. In Mexico, the Company has historically outsourced virtually all of its distribution to third-parties. However, in January 2002, the Company opened a distribution center in Mexico and terminated the third-party distribution function. This distribution center services all consultants in Mexico. Management believes that its facilities are adequate to meet demand in its existing markets for the foreseeable future.

      Typically, owned or leased distribution centers are located in an area that allows for direct delivery to consultants by either post or carrier. Maintaining a short delivery cycle in direct selling is an important competitive advantage.

Competition

      The Company sells all of its products in highly competitive markets. The principal bases of competition in the cosmetics direct selling industry are price, quality and range of product offerings. Several direct sales companies compete with the Company in sales of cosmetic products, and at least two such competitors, Mary Kay and Avon, are substantially larger than the Company in terms of total independent salespersons, sales volume and resources. In addition, the Company’s products compete with cosmetics and toiletry items manufactured by cosmetic companies that sell their products in retail or department stores. Several of such competitors are substantially larger than the Company in terms of sales and have substantially more resources. The Company also faces competition in recruiting independent salespersons from other direct selling organizations whose product lines may or may not compete with the Company’s products.

      The Company believes that its senior management team with a strong direct selling track record, motivated direct sales force, prestige quality product lines, product development capabilities, geographic diversification, short delivery cycle, and manufacturing technology are significant factors in establishing and maintaining its competitive position.

Patents and Trademarks

      The Company’s operations do not depend to any significant extent upon any single trademark other than the Jafra trademark and one of its most significant line of products, Royal Jelly, is not protected by any registered trademark. Some of the trademarks Jafra uses, however, are identified with and important to the

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      In 1998, a former employee of Gillette filed applications to register the Jafra trademark in Algeria, Bangladesh, China, Cyprus, Egypt, Gambia, Ghana, Guyana, India, Kenya, Malawi, Morocco, Nigeria, OAPI, Pakistan, Sierra Leone, Syria, Sudan, Surinam, Tanzania, Tunisia, Zambia, and Zimbabwe, jurisdictions in which the Company does not currently operate. In 1998, Gillette obtained a court order prohibiting this employee from transferring or licensing such trademark applications and registrations and requiring that the trademark applications and registrations be assigned to Gillette. The relevant documentation relating to the transfer of these trademarks to the Company has been completed. The Company has filed the documents obtained from this former employee in those jurisdictions in which the documentation will be accepted in order to secure the abandonment and cancellation of this employee’s applications and registrations. If the Company is not able to secure cancellation or abandonment of the applications and registrations in these jurisdictions, it may be prohibited from distributing its products in these jurisdictions.

Management Information Systems

      During 2001, the Company redefined its Internet strategy and continued to develop and implement an expanded e-commerce system. The expanded e-commerce platform became operational in the United States during June 2001, with the consultant adoption rate averaging 24% of order volume by year end 2002. In Mexico, an e-commerce platform was launched during the second half of 2001. The Company also selected a new platform to run its core operations in the United States. The U.S. business will replace the order entry, fulfillment, commission and override processing and financial system software with Enterprise Resource Planning (ERP) software from JD Edwards. Wave one of this implementation of the financial systems was implemented in April of 2002. Waves two and three, which relate to the order entry and remaining commercial systems, will be implemented in the second quarter of 2003. The Company anticipates that this new system may be leveraged to improve computer operations in Mexico, Puerto Rico and the Dominican Republic during 2004.

Seasonality

      The Company’s net sales, as measured in local currencies, during the fourth quarter of the year are typically slightly higher than in the other three quarters of the year due to seasonal holiday purchases.

Environmental Matters

      The Company’s operations are subject to various federal, state, local and foreign laws or regulations governing environmental, health and safety matters. Some of its operations require environmental permits and controls and these permits are subject to modification, renewal and revocation by issuing authorities. Violations of or liabilities under environmental laws could result in fines or penalties, obligations to clean up contaminated properties or claims for property damage or personal injury. The Company believes that it is in material compliance with all such laws, regulations and permits, and under present conditions, it does not foresee that such laws and regulations will have a material adverse effect on its capital expenditures, earnings or competitive position.

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Employees

      As of December 31, 2002, the Company had 1,016 full-time employees, of which 267 were employed in the United States and 749 in other countries. The Company also had 427 outside contract employees.

Item 2. Properties

      The Company is headquartered and maintains a warehouse and distribution facility in Westlake Village, California, 40 miles north of Los Angeles. Manufacturing is done on a global basis for the color and fragrance product lines at the Company’s facility in Naucalpan, Mexico. The Westlake Village, California and Naucalpan, Mexico facilities are owned by the Company, except for a small portion of the Naucalpan facility that is leased. In addition, the Company leases certain distribution facilities, sales offices and service centers to facilitate its operations globally. As of January 1, 2002, the Company began utilizing a leased distribution center in Lerma, Mexico. The Company’s properties are suitable and adequate to meet its current and anticipated requirements.

Item 3. Legal Proceedings

      The Company is subject from time to time to various litigation and claims arising in the ordinary course of its business. The Company does not believe that any known litigation or claims pending against it would, if determined in a manner adverse to it, have a material adverse effect on its business, financial condition or results of operations.

Item 4. Submission of Matters to a Vote of Security Holders

      No matters were submitted to a vote of the security holders of the Company during the fourth quarter of 2002.

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PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters

      There is no established public trading market for Parent common stock (the “Common Stock”). The number of holders of record of the Company’s Common Stock on March 7, 2003 was 32. On July 11, 2000, a member of management purchased 316 shares of Common Stock for a purchase price of $150 per share, or a total of $47,400; on July 27, 2000, a former member of management exercised options to purchase 158 shares of Common Stock for a purchase price of $100 per share, or a total of $15,800, and then sold a total of 632 shares of Common Stock back to the Company at $210 per share, or a total of $132,720; on August 9, 2000, certain members of management purchased an aggregate of 4,108 shares of Common Stock for a purchase price of $210 per share, or a total of $862,860; on November 6, 2000, a former member of management sold 316 shares of Common Stock back to the Company at $210 per share, or a total of $66,360; on February 10, 2001, certain members of management purchased an aggregate of 474 shares of Common Stock for a purchase price of $210 per share, or a total of $99,540; on June 14, 2001, a former member of management and a former director, sold an aggregate total of 2,563 shares of Common Stock back to the Company at $250 per share, or a total of $640,750; on September 19, 2001, a former member of management exercised options to purchase 210 shares of Common Stock for a purchase price of $150 per share, or a total of $31,500, and then sold a total of 526 shares of Common Stock back to the Company at $250 per share, or a total of $131,500. All of these transactions were exempt from the registration requirements of the Securities Act of 1933, as amended, as either offerings to accredited investors under Regulation D or offerings to employees under Rule 701. See Item 12. “Security Ownership of Certain Beneficial Owners and Management.” The parent has not paid in the past, and does not expect to pay for the foreseeable future, regular dividends on shares of its Common Stock. The declaration and payment of future dividends, if any, will be at the sole discretion of the Board of Directors of the Parent, subject to the restrictions set forth in the senior credit agreement and the Indenture for its senior subordinated notes (the “Indenture”), which currently restrict the payment of cash dividends to stockholders, and restrictions, if any, imposed by other indebtedness outstanding from time to time. See Item 7. “Management’s Discussion and Analysis of Financial Conditions and Results of Operations — Liquidity and Capital Resources.”

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Item 6. Selected Financial Data

      The following is a summary of selected financial data of the Company (amounts in millions except for consultant and consultant productivity data). The selected financial data as of December 31, 2002 and 2001 and for the years ended December 31, 2002, 2001 and 2000 are derived from the audited financial statements which appear in Item 8. “Financial Statements and Supplementary Data.” The related selected financial data should be read in conjunction with such financial statements and notes thereto and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All other financial data presented has been derived from audited financial statements of the Company which are not included herein. The financial data for the four months ended April 30, 1998 reflects the Jafra Business prior to the Acquisition and are referred to as the “Predecessor” operations.

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(f)

The average consultant base is calculated based on the total ending consultant base for each of the prior twelve months. A consultant is included in the total ending consultant base if she places an order within the past four months. Consultant productivity is defined as net sales in U.S. dollars divided by the annual average number of consultants. Full year 1998 consultant productivity is shown for comparability.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

      The following discussion of the results of operations, financial condition and liquidity of the Company should be read in conjunction with the information contained in the consolidated financial statements and notes thereto included in Item 8. “Financial Statements and Supplementary Data” in this Form 10-K. These statements have been prepared in conformity with accounting principles generally accepted in the United States of America and require management to make estimates and assumptions that affect amounts reported and disclosed in the financial statements and related notes. Actual results could differ from these estimates.

Results of Operations

      The following table represents selected components of the Company’s results of operations, in millions of dollars and as percentages of net sales. The table reflects the operations of the Company for the years ended December 31, 2002, 2001 and 2000.

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      The following tables represent selected components of the consolidated results of operations by market. Management evaluates market performance based on segment operating income, excluding reorganization and restructuring charges, unusual gains and losses, and amortization of goodwill and other intangible assets. Results for subsidiaries in South America, the Dominican Republic, and Thailand are combined and included in the following tables under the caption “All Others.” Corporate expenses, reorganization and restructuring charges, unusual gains and losses and amortization of goodwill and other intangible assets are included under the caption “Corporate, Unallocated and Other.”