CONFORMED COPY
FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 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.
(Exact name of registrant as specified in its charter)
New York 13-0544597
(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
(Telephone Number)
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 ___
The number of shares of Common Stock (par value $.25) outstanding at
October 31, 2002 was 235,229,607.
Table of Contents
Page
Numbers
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Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated Statements of Income
Three Months Ended September 30, 2002 and
September 30, 2001............................... 3
Nine Months Ended September 30, 2002 and
September 30, 2001............................... 4
Consolidated Balance Sheets
September 30, 2002 and December 31, 2001 ........... 5
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2002 and
September 30, 2001................................ 6
Notes to Consolidated Financial Statements............. 7-19
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.......... 20-31
Item 3. Quantitative and Qualitative Disclosures
About Market Risk ..................................... 31
Item 4. Controls and Procedures ............................... 32
Part II. Other Information
Item 1. Legal Proceedings ..................................... 33
Item 6. Exhibits and Reports on Form 8-K....................... 33
Signature ...................................................... 34
Certifications ................................................. 35-36
PART I. FINANCIAL INFORMATION
AVON PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In millions, except per share data)
Three months ended
September 30
----------------------
2002 2001
-------- --------
Net sales........................................... $1,448.8 $1,411.7
Other revenue....................................... 14.6 9.7
-------- -------
Total revenue....................................... 1,463.4 1,421.4
Costs, expenses and other:
Cost of sales..................................... 544.6 535.1
Marketing, distribution and administrative expenses 728.9 711.4
Special charges, net.............................. 34.3 -
Contract settlement gain, net of related expenses. - (25.9)
-------- --------
Operating profit.................................... 155.6 200.8
Interest expense.................................. 14.2 16.1
Interest income................................... (3.2) (3.5)
Other expense, net (Note 2)....................... 1.1 12.4
-------- --------
Total other expense, net............................ 12.1 25.0
-------- --------
Income before taxes and minority interest........... 143.5 175.8
Income taxes........................................ 51.4 60.6
-------- --------
Income before minority interest..................... 92.1 115.2
Minority interest................................... (1.8) (0.6)
-------- --------
Net income ......................................... $ 90.3 $ 114.6
======== ========
Earnings per share:
Basic ............................................ $ .38 $ .49
Diluted........................................... $ .38 $ .48
Weighted-average shares outstanding:
Basic ............................................ 235.88 236.28
Diluted........................................... 244.84 245.73
The accompanying notes are an integral part of these statements.
AVON PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In millions, except per share data)
Nine months ended
September 30
----------------------
2002 2001
-------- --------
Net sales........................................... $4,334.4 $4,215.1
Other revenue....................................... 39.8 30.5
-------- --------
Total revenue....................................... 4,374.2 4,245.6
Costs, expenses and other:
Cost of sales..................................... 1,628.4 1,583.3
Marketing, distribution and administrative expenses 2,158.5 2,105.5
Special charges, net............................... 34.3 -
Contract settlement gain, net of related expenses. - (25.9)
-------- --------
Operating profit.................................... 553.0 582.7
Interest expense.................................. 40.5 54.7
Interest income................................... (11.7) (9.7)
Other (income) expense, net (Note 2).............. (10.3) 21.3
-------- --------
Total other expense, net............................ 18.5 66.3
-------- --------
Income from continuing operations before taxes,
minority interest and cumulative effect of
accounting change................................. 534.5 516.4
Income taxes........................................ 187.5 179.8
-------- --------
Income from continuing operations before minority
interest and cumulative effect of accounting change 347.0 336.6
Minority interest................................... (5.4) (2.1)
-------- --------
Income from continuing operations before
cumulative effect of accounting change............ 341.6 334.5
Cumulative effect of accounting change, net of tax.. - (0.3)
-------- --------
Net income ......................................... $ 341.6 $ 334.2
======== ========
Basic earnings per share:
Continuing operations ............................ $ 1.45 $ 1.41
Cumulative effect of accounting change............ - -
-------- --------
$ 1.45 $ 1.41
======== ========
Diluted earnings per share:
Continuing operations............................. $ 1.42 $ 1.39
Cumulative effect of accounting change............ - -
-------- --------
$ 1.42 $ 1.39
======== ========
Weighted-average shares outstanding:
Basic ............................................ 236.34 236.97
Diluted........................................... 245.81 246.09
The accompanying notes are an integral part of these statements.
AVON PRODUCTS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions)
September 30 December 31
2002 2001
-------- --------
ASSETS
Current assets:
Cash and cash equivalents........................ $ 346.2 $ 508.5
Accounts receivable.............................. 512.4 519.5
Inventories...................................... 700.6 612.5
Prepaid expenses and other....................... 266.3 248.6
-------- --------
Total current assets............................. 1,825.5 1,889.1
-------- --------
Property, plant and equipment, at cost........... 1,521.2 1,552.4
Less accumulated depreciation.................... 787.0 779.7
-------- --------
734.2 772.7
Other assets..................................... 627.7 530.8
-------- --------
Total assets..................................... $3,187.4 $3,192.6
======== ========
LIABILITIES AND SHAREHOLDERS'(DEFICIT)EQUITY
Current liabilities:
Debt maturing within one year.................... $ 70.6 $ 88.8
Accounts payable................................. 327.0 404.1
Accrued compensation............................. 130.9 145.2
Other accrued liabilities........................ 362.3 338.2
Sales and taxes other than income................ 105.2 108.8
Income taxes..................................... 349.3 375.9
-------- --------
Total current liabilities........................ 1,345.3 1,461.0
-------- --------
Long-term debt................................... 1,300.3 1,236.3
Employee benefit plans........................... 460.3 436.6
Deferred income taxes............................ 32.6 30.6
Other liabilities................................ 111.4 103.2
Contingencies (Note 6)
Shareholders'(deficit)equity:
Common stock, par value $.25 - issued 358,024,527
and 355,818,628............................... 89.5 89.1
Additional paid-in capital....................... 993.8 938.0
Retained earnings................................ 1,589.3 1,389.4
Accumulated other comprehensive loss ........... (589.8) (489.5)
Treasury stock, at cost - 122,401,044
and 119,583,907 shares........................ (2,145.3) (2,002.1)
-------- --------
Total shareholders'(deficit)equity............... (62.5) (75.1)
-------- --------
Total liabilities and shareholders'(deficit)equity $3,187.4 $3,192.6
======== ========
The accompanying notes are an integral part of these statements.
AVON PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In millions)
Nine months ended
September 30
--------------------
2002 2001
------- -------
Cash flows from operating activities:
Net income.............................................. $ 341.6 $ 334.2
Adjustments to reconcile net income to net cash
provided by operating activities:
Special charges (payments).............................. 8.5 (4.4)
Cumulative effect of accounting change ................. - .3
Depreciation and amortization........................... 92.4 81.2
Provision for doubtful accounts......................... 81.1 79.1
Amortization of debt discount........................... 14.0 11.1
Foreign exchange (gains)losses.......................... (23.2) 1.4
Deferred income taxes................................... 15.1 8.4
Other................................................... 9.7 11.4
Changes in assets and liabilities:
Accounts receivable................................... (116.0) (116.0)
Income tax receivable................................. - 95.2
Inventories........................................... (126.9) (137.6)
Prepaid expenses and other............................ (27.2) (31.5)
Accounts payable and accrued liabilities.............. (14.2) (0.4)
Income and other taxes................................ (10.9) 13.0
Noncurrent assets and liabilities..................... (60.5) 3.0
------- -------
Net cash provided by operating activities............... 183.5 348.4
------- -------
Cash flows from investing activities:
Capital expenditures.................................... (70.0) (101.1)
Disposal of assets...................................... 6.8 7.1
Purchases of investments................................ (10.0) -
Other investing activities.............................. (.3) (5.8)
------- -------
Net cash used in investing activities................... (73.5) (99.8)
------- -------
Cash flows from financing activities:
Cash dividends.......................................... (144.1) (136.9)
Book overdraft.......................................... (1.7) (1.3)
Debt, net (maturities of three months or less).......... 4.0 (7.1)
Proceeds from short-term debt........................... 53.0 58.1
Retirement of short-term debt........................... (76.0) (75.0)
Proceeds from long-term debt............................ - 76.3
Retirement of long-term debt............................ - (.1)
Repurchase of common stock.............................. (143.2) (130.7)
Proceeds from exercise of stock options ................ 53.1 35.1
------- -------
Net cash used in financing activities................... (254.9) (181.6)
------- -------
Effect of exchange rate changes on cash and equivalents. (17.4) (4.6)
------- -------
Net (decrease)increase in cash and equivalents.......... (162.3) 62.4
Cash and equivalents at beginning of period............. 508.5 122.7
------- -------
Cash and equivalents at end of period................... $ 346.2 $ 185.1
======= =======
The accompanying notes are an integral part of these statements.
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share data)
1. ACCOUNTING POLICIES
Basis of Presentation
The accompanying Consolidated Financial Statements should be read in
conjunction with the Consolidated Financial Statements and the Notes thereto
contained in Avon's Restated 2001 Annual Report to Shareholders. The interim
statements are unaudited but include all adjustments, consisting of normal
recurring adjustments, that management considers necessary to fairly present
the results for the interim periods. Results for interim periods are not
necessarily indicative of results for a full year. The year-end balance
sheet data was derived from audited financial statements, but does not
include all disclosures required by accounting principles generally accepted
in the U.S.
Accounting for Certain Sales Incentives
Effective January 1, 2002, Avon adopted Emerging Issues Task Force
("EITF") No. 00-14, "Accounting for Certain Sales Incentives," which
requires the cost of certain products and cash incentives used in Avon's
promotional activities, which were previously reported in Marketing,
distribution and administrative expenses, to be classified as Cost of sales
or as a reduction of Net sales. The adoption of EITF No. 00-14 had no impact
on Operating profit, Net income or Earnings per share; however, gross margin
decreased by approximately 0.7 point for both the three and nine-month
periods in 2002 and 2001, offset by a decrease in Marketing, distribution
and administrative expenses.
Effective January 1, 2002, Avon adopted EITF No. 00-25, "Accounting for
Consideration from a Vendor to a Retailer in Connection with the Purchase or
Promotion of the Vendor's Products" and EITF No. 01-09, "Accounting for
Consideration Given by a Vendor to a Customer or Reseller of the Vendor's
Products," which require certain expenses related to the U.S. Retail
business previously included in Marketing, distribution and administrative
expenses to be classified as a reduction of Net sales. The adoptions of
EITF No. 00-25 and EITF No. 01-09 were not material to the Consolidated
Financial Statements.
Accounting for Goodwill and Other Intangibles Assets
Effective January 1, 2002, Avon adopted Statement of Financial
Accounting Standards ("FAS") No. 142, "Goodwill and Other Intangible
Assets." Under FAS No. 142, goodwill and intangible assets with indefinite
lives are no longer amortized, but are assessed for impairment annually and
upon the occurrence of an event that indicates impairment may have occurred.
In accordance with FAS No. 142, Avon completed its transitional goodwill
impairment assessment based on an evaluation of estimated future cash flow
and no adjustments to goodwill were recorded.
The pro-forma effect of FAS No. 142 assuming Avon had adopted this
standard on January 1, 2001, was not material to Avon's Income from
continuing operations before cumulative effect of accounting change, Net
income or Basic and Diluted earnings per share for the three and nine-months
ended September 30, 2001.
Cumulative Effect of Accounting Change
In the first quarter of 2001, Avon recorded a charge to earnings of
$0.3, net of taxes of $0.2, and a charge to Shareholders' (deficit) equity
of $3.9, net of taxes of $2.1, to reflect the adoption of FAS No. 133,
"Accounting for Certain Derivative Instruments and Hedging Activities," on
January 1, 2001.
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share data)
Accounting for Costs Associated with Exit or Disposal Activities
In June 2002, the Financial Accounting Standards Board issued FAS No.
146, "Accounting for Costs Associated with Exit or Disposal Activities". This
statement supersedes EITF No. 94-3 "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring)". FAS No. 146 requires that a
liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred. Under EITF 94-3, a liability is
recognized at the date an entity commits to an exit plan. FAS No. 146 also
establishes that the liability should initially be measured and recorded at
fair value. The provisions of FAS No. 146 will be effective for any exit and
disposal activities initiated after December 31, 2002.
2. OTHER (INCOME) EXPENSE, NET
For the three and nine months ended September 30, 2002 and 2001, the
components of Other (income) expense, net were as follows:
Three Months Nine Months
Ended September 30 Ended September 30
2002 2001 2002 2001
------- ------- ------- -------
Argentina excise tax settlement $ - $ 6.4 $ - $ 6.4
Foreign exchange gains, net (2.0) 2.3 (18.7) 8.4
Legal fees .8 1.5 3.4 4.3
Amortization of debt issue costs
and other financing .5 .6 1.7 1.5
Other 1.8 1.6 3.3 .7
------- ------- ------- -------
Other (income) expense, net $ 1.1 $ 12.4 $ (10.3) $ 21.3
======= ======= ======= =======
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share data)
3. EARNINGS PER SHARE
Basic earnings per share ("EPS") were computed by dividing net income by
the weighted-average number of shares outstanding during the period. Diluted
EPS were calculated to give effect to all potentially dilutive common shares
that were outstanding during the period.
For the three and nine months ended September 30, 2002 and 2001, the
components of basic and diluted earnings per share were as follows:
Three Months Nine Months
Ended September 30 Ended September 30
2002 2001 2002 2001
Numerator:
Basic:
Income from continuing operations
before cumulative effect of
accounting change $ 90.3 $ 114.6 $ 341.6 $ 334.5
Cumulative effect of accounting change - - - (0.3)
Net income $ 90.3 $ 114.6 $ 341.6 $ 334.2
Diluted:
Income from continuing operations
before cumulative effect of accounting
change $ 90.3 $ 114.6 $ 341.6 $ 334.5
Interest expense on convertible notes,
net of taxes 2.6 2.5 7.8 7.5
Income for purposes of computing diluted
EPS before cumulative effect of
accounting change $ 92.9 $ 117.1 $ 349.4 $ 342.0
Cumulative effect of accounting change - - - (0.3)
Net income for purposes of computing
diluted EPS $ 92.9 $ 117.1 $ 349.4 $ 341.7
Denominator:
Basic EPS weighted-average shares
outstanding 235.88 236.28 236.34 236.97
Dilutive effect of:
Assumed conversion of
stock options and settlement of
forward contracts (1) 2.00 2.49 2.51 2.16
Assumed conversion of convertible notes 6.96 6.96 6.96 6.96
Diluted EPS adjusted weighted-average
shares outstanding 244.84 245.73 245.81 246.09
Basic EPS:
Continuing operations $ .38 $ .49 $ 1.45 $ 1.41
Cumulative effect of accounting change - - - -
$ .38 $ .49 $ 1.45 $ 1.41
Diluted EPS:
Continuing operations $ .38 $ .48 $ 1.42 $ 1.39
Cumulative effect of accounting change - - - -
$ .38 $ .48 $ 1.42 $ 1.39
(1) At September 30, 2002, stock options totaling 2.9 million shares were not
included in the earnings per share calculation since their impact is anti-
dilutive.
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share data)
Avon purchased approximately 2.8 million shares of Avon common stock for
$143.2 during the first nine months of 2002, as compared to approximately 3.2
million shares of Avon common stock for $130.7 during the first nine months of
2001.
4. INVENTORIES
September 30 December 31
2002 2001
------ ------
Raw materials................ $175.6 $167.0
Finished goods............... 525.0 445.5
------ ------
$700.6 $612.5
====== ======
5. DIVIDENDS
Cash dividends paid per share of common stock were $.20 and $.60 for the
three and nine months ended September 30, 2002, respectively, and $.19 and
$.57 for the corresponding 2001 periods, respectively. On January 31, 2002,
Avon increased the annualized dividend rate to $.80 from $.76.
6. CONTINGENCIES
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
meaningful 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 had been scheduled for February
2002, but has been 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. 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,
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share data)
and seeks unspecified damages and attorneys' fees. 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 of the
Company.
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 September 30, 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.
7. COMPREHENSIVE INCOME
For the three and nine months ended September 30, 2002 and 2001, the
components of comprehensive income were as follows:
Three Months Nine Months
Ended September 30 Ended September 30
2002 2001 2002 2001
------- ------- ------- -------
Net income $ 90.3 $ 114.6 $ 341.6 $ 334.2
Other comprehensive income (loss):
Foreign currency translation and
transaction adjustments (35.0) (20.0) (96.9) (39.5)
Unrealized losses from available-
for-sale securities, net (2.7) (2.8) (4.8) (4.3)
Net derivative gains(losses) on cash
flow hedges 2.3 .6 1.4 (1.5)
------- ------- ------- -------
Comprehensive income $ 54.9 $ 92.4 $ 241.3 $ 288.9
======= ======= ======= =======
Under FAS No. 133, cash flow hedges impacted Other comprehensive income
(loss) as follows:
Three Months Nine Months
Ended September 30 Ended September 30
2002 2001 2002 2001
------- ------- ------- -------
Cumulative effect of accounting change $ - $ - $ - $ (3.9)
Net gains on derivative instruments .6 3.0 1.2 .4
Reclassification of losses(gains) to earnings 1.7 (2.4) .2 2.0
------- ------- ------- -------
Net increase(decrease) to Other
comprehensive income (loss) $ 2.3 $ 0.6 $ 1.4 $ (1.5)
======= ======= ======= =======
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share data)
8. SPECIAL CHARGES
In May 2001, Avon announced its new Business Transformation plans, which
are designed to significantly reduce costs and expand profit margins, while
continuing to focus on consumer growth strategies. Business Transformation
initiatives include an end-to-end evaluation of business processes in key
operating areas, with target completion dates through 2004. Specifically, the
initiatives focus on simplifying Avon's marketing processes, taking advantage
of supply chain opportunities, strengthening Avon's sales model through the
Sales Leadership program and the Internet, streamlining the Company's
organizational structure and integrating certain similar activities across
markets to achieve efficiencies. Avon anticipates significant benefits from
these Business Transformation initiatives, but the scope and complexity of
these initiatives necessarily involve planning and execution risk.
Special Charges - Fourth Quarter 2001
In the fourth quarter of 2001, Avon recorded Special charges of $97.4
pretax ($68.3 after-tax, or $.28 per share on a diluted basis) primarily
associated with facility rationalizations and workforce reduction programs
related to implementation of certain Business Transformation initiatives. The
$97.4 was included in the Consolidated Statement of Income for 2001 as a
Special charge ($94.9) and as inventory write-downs, which were included in
Cost of sales ($2.5). Approximately 80% of the charges relate to future cash
expenditures. Approximately 65% of these cash expenditures will be made by
December 2002, with approximately 90% of total cash payments to be made by
December 2003. All payments will be funded by cash flow from operations
Special charges by business segment were as follows:
Corporate
North Latin and
America* U.S. America Europe Other Total
Facility
rationalizations** $ 16.8 $ 14.3 $ 17.7 $ 13.2 $ - $ 62.0
Workforce reduction
programs .9 9.7 6.4 2.1 14.0 33.1
Other - 2.1 - - .2 2.3
Total accrued charges $ 17.7 $ 26.1 $ 24.1 $ 15.3 $ 14.2 $ 97.4
*Excludes amounts related to the U.S.
**Includes accrued severance and related costs associated with facility
rationalizations.
Special charges by category of expenditures were as follows:
Accrued
Accrued Facility
Severance Asset Rational-
and Cost of Impair- Special Contract ization
Related Sales ment Termination Termination & Other
Costs___ Charge__ Charge Benefits Costs Costs Total
Facility
rationalizations $ 42.9 $ 2.5 $ 5.1 $ 5.0 $ 2.2 $ 4.3 $62.0
Workforce reduction
programs 26.9 - - 6.2 - - 33.1
Other - - .3 - 1.3 .7 2.3
------- -------- ------- -------- -------- ------ -----
Total accrued charges $ 69.8 $ 2.5 $ 5.4 $ 11.2 $ 3.5 $ 5.0 $97.4
Accrued severance and related costs are associated with domestic and
international facility rationalizations and workforce reduction programs.
Employee severance costs were accounted for in accordance with the Company's
existing FAS No. 112, "Employers' Accounting for Post-
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share data)
employment Benefits," severance plans, or in accordance with other accounting
literature. Approximately 3,500 employees, or 8.0% of the total workforce,
will receive severance benefits. Approximately 85% of the number of employees
to be terminated relate to facility rationalizations, which represents
employees within the manufacturing and distribution functions. The remainder
of the employee severance costs are associated with workforce reduction
programs, which span the entire organization including the functional areas of
marketing, sales, information technology, human resources, finance, research
and development and strategic planning. As of September 30, 2002,
approximately 1,000 of the 3,500 employees were receiving severance benefits.
The facility rationalizations will primarily result in expanding production in
existing facilities (Europe and U.S.), building a new facility (Latin America)
and sourcing product through third party vendors (North America including the
U.S.). In certain circumstances, employees terminated due to facility
rationalizations will need to be replaced. The majority of the employee
severance costs will be paid in 2002 and 2003 in accordance with the original
plan.
The Cost of sales charge represents losses for inventory write-downs
associated with a facility closure in Puerto Rico.
Primarily as a result of facility rationalizations, management
identified indicators of possible impairment of certain long-lived assets,
consisting of buildings and improvements, equipment and other assets. In
assessing and measuring impairment of long-lived assets, the Company applied
the provisions of FAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of". Recoverability of
assets to be held and used was measured by the comparison of the carrying
amount of the assets with expected future cash flows of the assets (assets
were grouped at the lowest level for which there were identifiable cash flows
that were largely independent of the cash flows of other groups of assets).
As a result of the impairment review, an asset impairment charge was
recorded. Approximately $4.0 of the asset impairment charge related to the
closure of a facility in Puerto Rico and reflected the reduction in the
carrying value of equipment to its estimated fair market value based on
selling prices for comparable equipment. The equipment was sold in the first
half of 2002. The remaining charge related to assets (leasehold improvements
and other assets) that have been abandoned.
Special termination benefits represent the impact of employee
terminations on the Company's benefit plans in the U.S. and certain
international locations. In accordance with FAS No. 88, "Employers'
Accounting for Settlements and Curtailment of Defined Benefit Pension Plans
and for Termination Benefits," the plans experienced a net loss from
curtailment and special termination benefits of $1.3 and $9.9, respectively.
The curtailment charge reflects the difference between the liabilities
assuming all of the participants terminate as of their severance date versus
the ongoing liability for these participants under FAS No. 87 at the
curtailment date assuming continued active employment. The special
termination benefits included a loss resulting from an increase in a
liability due to additional service and pay earned during the severance
period, coupled with an additional liability attributable to paying benefits
at an actual rate versus an assumed rate.
Contract termination costs primarily represent lease buyout costs
related to facility closures in North America (including the U.S.) and a
cancellation of a contract with a third-party supplier of warehousing and
logistical services in the U.S.
Accrued facility rationalization and other costs primarily represent
incremental costs associated with the facility rationalizations, including
administrative expenses during the shutdown period, employee and union
communication costs and legal fees.
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share data)
While project plans associated with these initiatives have not changed,
the Company has experienced favorable adjustments to its original cost
estimates. As a result, in the third quarter 2002, the Company reversed $7.3
pretax ($5.2 after tax, or $.02 per diluted share) against the Special charge
line in the Consolidated Statement of Income, where the estimates were
originally recorded. The favorable adjustments primarily relate to certain
employees pursuing reassignments in other Avon locations, as well as lower
severance costs resulting from higher than anticipated lump-sum distributions
(associates who elect lump-sum distributions do not receive benefits during
the severance period).
Special Charges - Third Quarter 2002
On September 30, 2002, the Company committed to the execution of
additional programs related to the implementation of its Business
Transformation initiatives. In connection with these initiatives, in the
third quarter of 2002, Avon recorded Special charges of $43.6 pretax ($30.4
after tax, or $.12 per diluted share). These charges were primarily
associated with the following initiatives:
* Supply chain initiatives, including actions to improve efficiencies and
productivity in manufacturing, logistics, transportation and
distribution activities;
* Workforce reduction programs focused on realigning the organization and
leveraging regional structures; and
* Sales transformation initiatives, including a shift to a more variable
expense base and changes in the selling structure due to a variety of
initiatives to contemporize the sales model.
Approximately 90% of the charge will result in future cash expenditures.
Approximately 20% of these cash expenditures will be made in the fourth
quarter of 2002, with over 90% of total cash payments to be made by December
2003. All payments will be funded by cash flow from operations.
The third quarter charges (net of the $7.3 adjustment to the 2001
Special charges as previously disclosed) were included in the Consolidated
Statements of Income as Special charges ($34.3) and as inventory write-downs,
which were included in Cost of sales ($2.0).
The third quarter Special charges (net of adjustment to the 2001 charges)
affected all business segments as follows:
Corporate
North Latin and
America* U.S. America Europe Pacific Other Total
Supply chain $ 3.1 $ 3.2 $ .8 $ 5.9 $ 4.5 $ - $ 17.5
Workforce reduction
programs 1.6 1.2 3.3 1.6 - 3.9 11.6
Sales transformation
initiatives - 1.8 - 10.0 2.7 - 14.5
------- ------- ------- ------- ------- ------- ------
Total accrued charges 4.7 6.2 4.1 17.5 7.2 3.9 43.6
Adjustment to 2001
special charges (2.0) (4.4) - - - (.9) (7.3)
------- ------- ------- ------- ------- ------- ------
Net accrued charges $ 2.7 $ 1.8 $ 4.1 $ 17.5 $ 7.2 $ 3.0 $36.3
*Excludes amounts related to the U.S.
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share data)
Special charges (net of adjustment to the 2001 charges) by category of
expenditures were as follows for the quarter ended September 30, 2002:
Accrued
Severance Cost of Contract
and Related Sales Termination Other
Costs Charge Costs Costs Total
Supply chain $ 14.2 $ 1.4 $ .1 $ 1.8 $ 17.5
Workforce reduction programs 11.0 - - .6 11.6
Sales transformation initiatives 9.7 .6 2.3 1.9 14.5
---------- -------- -------- ------- --------
Total accrued charges 34.9 2.0 2.4 4.3 43.6
Adjustment to 2001
special charges (5.7) - - (1.6) (7.3)
---------- -------- -------- ------- --------
Net accrued charges $ 29.2 $ 2.0 $ 2.4 $ 2.7 $ 36.3
Accrued severance and related costs are expenses, both domestic and
international, associated with supply chain initiatives (North America,
Europe and the Pacific), workforce reduction programs (all segments except
the Pacific) and sales transformation initiatives (primarily Europe, the
Pacific and U.S). Employee severance costs were accounted for in accordance
with the Company's existing FAS No. 112, "Employers' Accounting for
Postemployment Benefits," severance plans, or with other accounting
literature. Approximately 1,000 employees, or 2.0% of the total workforce
will receive severance benefits. Over 90% of the employee severance costs
will be paid by December 2003.
Approximately 45% of the number of employees to be terminated relate to
facility rationalizations and the supply chain function, which primarily
represent employees within the manufacturing and distribution functions.
Approximately 20% of the number of employees to be terminated relate to the
sales transformation initiatives, which represent employees within the sales
function. The remainder of the employee severance costs are associated with
workforce reduction programs, which span the entire organization including
the functional areas of marketing, information technology, human resources,
research and development and strategic planning.
The Cost of sales charge for inventory write-downs primarily represents
losses associated with store and branch closures (primarily Pacific) as well
as the discontinuation of selected product lines (Europe).
Contract termination costs primarily represent lease buyout costs
related to store and branch closures (primarily Pacific) and contract
cancellation fees with store owners (Pacific).
Other costs primarily represent administrative expenses associated with
a facility rationalization, employee and union communication costs, pension
termination benefits and legal and professional fees (primarily Europe).
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share data)
Liability Balances for Special Charges
The liability balances for Special charges at September 30, 2002, were as
follows:
Accrued
Severance
and Cost of Contract
Related Sales Termination Other
Costs Charge Costs Costs Total
2001 Charges:
Balance at
December 31, 2001 $ 67.1 $ - $ 3.5 $ 4.5 $ 75.1
Adjustment (5.7) - - (1.6) (7.3)
Non-cash write-offs - - - (.4) (.4)
Cash expenditures (23.5) - (1.4) (2.3) (27.2)
-------- ------- ----------- -------- --------
Balance at
September 30, 2002 $ 37.9 $ - $ 2.1 $ .2 $ 40.2
2002 Charges:
Provision $ 34.9 $ 2.0 $ 2.4 $ 4.3 $ 43.6
Non-cash write-offs - (2.0) - (1.3) (3.3)
Cash expenditures - - (.6) - (.6)
-------- ------- ----------- -------- --------
Balance at
September 30, 2002 $ 34.9 $ - $ 1.8 $ 3.0 $ 39.7
The balances at September 30, 2002, relate primarily to employee
severance costs the majority of which will be paid by December 2003.
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share data)
9. SEGMENT INFORMATION
Effective July 2002, Avon consolidated the management of its two Latin
American operating business units into one Latin American operating business
unit and, therefore, Latin America is presented as one business unit for
segment reporting purposes. Prior period amounts have been reclassified to
conform to the current period presentation.
Summarized financial information concerning Avon's reportable segments was
as follows:
Three Months Ended September 30
-------------------------------------------
2002 2001
-------------------- -------------------
Net Operating Net Operating
Sales Profit Sales Profit
-------- -------- -------- --------
North America:
U.S. $ 477.7 $ 79.0 $ 452.1 $ 67.2
U.S. Retail* 2.7 (6.5) 4.6 (9.1)
Other** 58.5 6.8 54.8 6.9
-------- -------- -------- --------
Total North America 538.9 79.3 511.5 65.0
-------- -------- -------- --------
International:
Latin America*** 416.3 102.2 486.4 112.5
Europe 283.6 35.0 221.7 29.0
Pacific 210.0 33.3 192.1 26.5
-------- -------- -------- --------
Total International 909.9 170.5 900.2 168.0
-------- -------- -------- --------
Total from operations 1,448.8 249.8 1,411.7 233.0
Contract settlement gain, net - - - 25.9
Special charges (see Note 8) - (36.3) - -
Global expenses - (57.9) - (58.1)
-------- -------- -------- --------
Total $1,448.8 $ 155.6 $1,411.7 $ 200.8
======== ======== ======== ========
*Includes U.S. Retail and Avon Centre.
**Includes Canada and Puerto Rico.
*** Avon's operations in Mexico reported Net sales for 2002 and 2001 of $159.7
and $161.3, respectively, and Operating profit for 2002 and 2001 of $41.1 and
$39.2, respectively.
<Page>
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share data)
Nine Months Ended September 30
--------------------------------------------
2002 2001
-------------------- --------------------
Net Operating Net Operating
Sales Profit Sales Profit
-------- -------- -------- --------
North America:
U.S. $1,488.5 $ 285.2 $1,398.9 $ 251.3
U.S. Retail* 6.8 (20.2) 9.1 (16.6)
Other** 172.5 22.5 166.2 22.4
-------- -------- -------- --------
Total North America 1,667.8 287.5 1,574.2 257.1
-------- -------- -------- --------
International:
Latin America*** 1,268.5 270.5 1,409.9 305.8
Europe 802.6 118.2 674.4 98.2
Pacific 595.5 89.5 558.4 75.7
-------- -------- -------- --------
Total International 2,666.6 478.2 2,642.7 479.7
-------- -------- -------- --------
Total from operations 4,334.4 765.7 4,216.9 736.8
Contract settlement gain, net - - - 25.9
Special charges (see Note 8) - (36.3) - -
Global expenses - (176.4) (1.8) (180.0)
-------- -------- -------- --------
Total $4,334.4 $ 553.0 $4,215.1 $ 582.7
======== ======== ======== ========
*Includes U.S. Retail and Avon Centre.
**Includes Canada and Puerto Rico.
*** Avon's operations in Mexico reported Net sales for 2002 and 2001 of $485.1
and $458.5, respectively, and Operating profit for 2002 and 2001 of $115.7 and
$114.1, respectively.
The following table presents consolidated net sales by classes of
principal products:
Three Months Nine Months
Ended September 30 Ended September 30
2002 2001 2002 2001
-------- -------- -------- --------
Beauty* $ 932.3 $ 890.6 $2,791.8 $2,703.6
Beauty Plus** 288.9 294.8 888.5 870.5
Beyond Beauty*** 227.6 226.3 654.1 641.0
-------- -------- -------- --------
Total net sales $1,448.8 $1,411.7 $4,334.4 $4,215.1
======== ======== ======== ========
*Beauty includes cosmetics, fragrance and toiletries.
**Beauty Plus includes fashion jewelry, watches, apparel and accessories.
***Beyond Beauty includes home products, gift and decorative, and candles.
Sales from Health and Wellness products are included among the three
categories based on product segmentations and totaled $47.3 and $145.7 in the
three and nine-month periods of 2002, respectively, and $47.2 and $109.6 for
the three and nine-month periods of 2001, respectively.
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share data)
10. Financial Instruments
At September 30, 2002, Avon had forward contracts to purchase 271,430
shares of Avon Common Stock at an average price of $46.33 per share. Under
the contracts, Avon can choose physical, net-share or net-cash settlement.
The maturities of forward contracts are accelerated in the event that Avon's
credit rating declines to Baa2, its stock price closes at or below the trigger
price of approximately $16.00 per share for a two-day period or the number of
shares available for settlement drops below 50.0 million. The contracts were
recorded as equity instruments and accordingly, no adjustments for changes in
fair value were recognized. These contracts were physically settled for $12.6
in October 2002.
11. Subsequent Events
On November 7, 2002, Avon declared a quarterly dividend on its common
stock of $.20 per share, payable December 2, 2002, to shareholders of record
on November 18, 2002.
AVON PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(In millions, except per share data)
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS-THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001.
Consolidated
Three-Month Period Nine-Month Period
----------------------------- ----------------------------
Favorable Favorable
(Unfavorable) (Unfavorable)
%/Point %/Point
2002 2001 Change 2002 2001 Change
-------- -------- -------- -------- -------- --------
Net sales $1,448.8 $1,411.7 3% $4,334.4 $4,215.1 3%
Total revenue 1,463.4 1,421.4 3% 4,374.2 4,245.6 3%
Marketing, distribution and
administrative expenses 728.9 711.4 (2)% 2,158.5 2,105.5 (3)%
Contract settlement gain - (25.9) - - (25.9) -
Special charge, net 34.3 - - 34.3 - -
Operating profit 155.6 200.8 (23)% 553.0 582.7 (5)%
Interest expense 14.2 16.1 12% 40.5 54.7 26%
Interest income (3.2) (3.5) (9)% (11.7) (9.7) 21%
Other expense (income), net 1.1 12.4 91% (10.3) 21.3 -
Net income 90.3 114.6 (21)% 341.6 334.2 2%
Diluted earnings per share .38 .48 (21)% 1.42 1.39 2%
Gross margin 62.8% 62.3% .5 62.8% 62.7% .1
Operating expense ratio 52.2% 48.2% (4.0) 50.2% 49.0% (1.2)
Operating margin 10.6% 14.1% (3.5) 12.6% 13.7% (1.1)
Effective tax rate 35.8% 34.5% (1.3) 35.1% 34.8% (.3)
Units Sold 13% 12%
Active Representatives 10% 9%
Net Sales
Net sales growth was driven by an increase in units and the number of
active Representatives, with dollar increases in all regions except Latin
America, which was negatively impacted by weaker foreign exchange rates
resulting from economic and political uncertainties in the region. Excluding
the impact of foreign currency exchange, consolidated Net sales increased 11%
and 10% in the three and nine-month periods, respectively, with increases in
all regions.
Gross Margin
Gross margin increased in the third quarter due to improvements in North
America (1.6 points, which increased consolidated gross margin by .6 point)
and Latin America (.2 point, which increased consolidated gross margin by .1
point), partially offset by decreases in Europe (1.3 points, which reduced
consolidated gross margin by .2 point) and the Pacific (.4 point, which
reduced consolidated gross margin by .1 point). Additionally, gross margin
benefited from favorable country mix (greater contributions from countries
with higher gross margin), which increased consolidated gross margin .1 point.
The gross margin improvements discussed above include net savings associated
with supply chain Business Transformation initiatives, which favorably
impacted consolidated gross margin in the third quarter by .8 point.
AVON PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(In millions, except per share data)
Gross margin increased in the nine-month period due to increases in North
America (.7 point, which impacted consolidated gross margin by .3 point),
partially offset by decreases in Europe (1.4 points, which reduced
consolidated gross margin by .2 point) and the Pacific (.6 point, which
reduced consolidated gross margin by .1 point). Gross margin in Latin America
was flat in the nine-month period. Additionally, gross margin benefited from
favorable country mix, which increased consolidated gross margin by .1 point.
The gross margin improvements discussed above include net savings associated
with supply chain Business Transformation initiatives, which favorably
impacted consolidated gross margin in the nine-month period by .4 point.
Gross margin for both periods in 2002 included $2.0 of charges related to
inventory write-downs, which were included in the Special charges (see Note 8,
Special charges).
Marketing, distribution and administrative expenses
Marketing, distribution and administrative expenses decreased .2 point as
a percentage of Total revenue in the quarter due to lower expense ratios in
all regions as follows: the Pacific (2.5 points, which reduced the
consolidated ratio by .4 point), Latin America (1.2 points, which reduced the
consolidated ratio by .4 point), Europe (.6 point, which reduced the
consolidated ratio by .1 point) and North America (.2 point which reduced the
consolidated ratio by less than .1 point). Partially offsetting the lower
expense ratios was an unfavorable country mix (which increased the
consolidated ratio by .7 point). Global expenses were flat in the quarter.
The expense ratio changes discussed above include additional investments of
$5.0 in consumer-related initiatives such as brochure enhancements and
sampling, partially offset by net savings of $2.9 mainly from workforce
reduction programs associated with Avon's Business Transformation initiatives.
Marketing, distribution and administrative expenses decreased .2 point as
a percentage of Total revenue in the nine-month period due to lower expense
ratios in Europe (1.5 points, which reduced the consolidated ratio by .3
point), the Pacific (2.0 point, which reduced the consolidated ratio by .3
point) and North America (.1 point, which reduced the consolidated ratio by
less than .1 point) and lower Global expenses (which reduced the consolidated
ratio by .1 point), partially offset by a higher expense ratio in Latin
America (.3 point, which increased the consolidated ratio by .1 point) and
unfavorable country mix (which increased the consolidated ratio by .4 point).
The expense ratio changes discussed above include additional investments of
$20.0 in consumer-related initiatives such as brochure enhancements and
sampling, more than offset by net savings of $23.0 mainly from workforce
reduction programs associated with Avon's Business Transformation initiatives.
AVON PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(In millions, except per share data)
Special Charges
Special charges of $43.6 pretax ($30.4 after tax or $.12 per diluted
share) were recorded in the third quarter of 2002 primarily related to Avon's
Business Transformation initiatives, including supply chain initiatives,
workforce reduction programs and sales transformation initiatives.
Approximately 90% of the charges will result in future cash expenditures.
Approximately 20% of these expenditures will be made in the fourth quarter of
2002, with over 90% of the total cash payments to be made by December 2003.
Avon also recorded a benefit of $7.3 pretax ($5.2 after tax, or $.02 per
diluted share) from an adjustment to the Special charge recorded in the fourth
quarter of 2001. The net effect of the special items was a charge of $36.3
pretax ($25.2 after tax, or $.10 per diluted share) (see Note 8, Special
charges). The $36.3 was included in the Consolidated Statements of Income for
2002 as a Special charge ($34.3) and as inventory write-downs, which were
included in Cost of sales ($2.0). (See Note 8, Special charges).
In 2003, Avon expects actions associated with the 2002 Special charge to
yield net savings of $15.0 (gross savings of $30.0 offset by transitional
costs of $15.0). Cost savings from these 2002 initiatives should increase
thereafter, with net savings in 2004 expected to be approximately $40.0 to
$50.0. The savings of $40.0 to $50.0, net of additional transitional costs of
approximately $8.0. It is expected that the savings will provide additional
financial flexibility to achieve profit targets, while enabling further
investment in consumer growth strategies. Initiatives associated with the 2002
Special charges are expected to help the Company achieve its target of a 250
basis-point expansion of its operating margin by the end of 2004.
These actions associated with the 2002 Special charges will also produce
incremental cash flow from operations of $5.0 in 2003 and of $20.0 to $30.0 in
2004. Capital expenditures associated with Business Transformation
initiatives included in the 2002 Special charges are expected to be
approximately $5.0 to $10.0 through 2003 and will be funded through cash flow
from operations.
Contract settlement gain, net of related expenses
The third quarter and nine-month period of 2001 included a Contract
settlement gain, net of related expenses, of $25.9 pretax ($15.7 after tax, or
$.06 per diluted share) related to the cancellation of a retail agreement
between Avon and Sears Roebuck & Company.
AVON PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(In millions, except per share data)
Other
Interest expense decreased in both periods of 2002 primarily as a result
of lower interest rates.
Interest income decreased in the third quarter of 2002 due to lower
interest rates but increased in the nine-month period of 2002 primarily due to
higher Cash and cash equivalent balances at the beginning of 2002.
Other (income) expense, net was favorable in both periods of 2002, mainly
due to favorable foreign exchange of $4.3 and $27.1 in the three and nine-
month periods, respectively, in 2002, and a charge of $6.4 pretax ($3.4 after
tax, or $.01 per diluted share) in the third quarter of 2001 related to the
settlement of a disputed excise tax liability in Argentina. Net foreign
exchange was favorable in 2002 primarily due to non-cash foreign exchange
gains ($3.8 and $30.1 in the three and nine-month periods, respectively) on
net U.S. dollar denominated assets and gains on Brazilian real foreign
currency contracts ($1.9 and $2.9 in the three and nine-month periods,
respectively). Gains on net U.S. dollar denominated assets occurred primarily
in Brazil in the third quarter and in Argentina, Venezuela, Brazil and Mexico
in the nine-month period.
The effective tax rate increased in both periods of 2002 because the net
Special charges of $36.3 gave rise to a lower tax benefit due to the loss
positions of certain international subsidiaries incurring the charges. The
increase in the rate was partially offset by the favorable impact of
repatriation planning and changes in the earnings mix and tax rates of
international subsidiaries.
The favorable variances in net foreign exchange, interest expense and the
effective tax rate realized in the first half of 2002 as compared to the first
half of 2001 did not repeat to the same extent in the third quarter and these
variances are not expected to be significant in the fourth quarter of 2002.
Avon anticipates that the overall impact of foreign exchange will be less
favorable in the fourth quarter than in the third quarter due to weaker
exchange rates. In addition, in the second half, Avon expects a smaller
favorable variance in interest rates over 2001 than in the first half, because
of lower interest rates in the second half of 2001. The tax rate in the
fourth quarter is expected to be higher than last year's rate, when the
Company benefited from larger than anticipated foreign tax credits.
AVON PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(In millions, except per share data)
Segment Review
North America
Three-Month Period Nine-Month Period
---------------------------- ----------------------------
%/Point %/Point
2002 2001 Change 2002 2001 Change
-------- -------- -------- -------- -------- --------
Net sales $538.9 $511.5 5% $1,667.8 $1,574.2 6%
Operating profit 79.3 65.0 22% 287.5 257.1 12%
Operating margin 14.4% 12.6% 1.8 17.0% 16.2% .8
Units sold 8% 6%
Active Representatives 2% 2%
Net sales increased in both periods due to growth in units and the number
of active Representatives. The U.S business, which represents approximately
90% of the North American segment, reported a sales increase of 6% in both
periods resulting from an increase in units and the number of active
Representatives. These increases were driven by the expansion of the Sales
Leadership program as well as new product launches.
Operating profit and operating margin increased in the quarter primarily
due to a 1.5 point improvement in the U.S. operating margin and a $2.6
decrease in operating losses associated with the U.S. Retail business which
was launched a year ago. Operating profit and operating margin increased in
the nine-month period due to a 1.1 point improvement in the U.S. operating
margin, partially offset by a $3.6 increase in operating losses associated
with the U.S. Retail business.
* The U.S. operating margin improvement was primarily attributable to the
sales increase discussed above, gross margin expansion, mainly due to
supply chain savings associated with Business Transformation projects
(including improved sourcing of non-Beauty products), a higher customer
order processing fee and a favorable mix of products sold, partially offset
by incremental spending on brochure enhancements and sampling.
Many of Avon's shipments from Asia, primarily of non-CFT (cosmetics,
fragrance and toiletries) goods, move through West Coast United States ports
served by union-represented dockworkers who have been involved in an ongoing
labor dispute. Although this situation has created delivery delays, Avon has
been working to minimize service disruptions to Representatives. To date, the
labor dispute has not had a material impact on our operations. While Avon's
management does not expect significant adverse effects on its current U.S.
operations, the future impact will depend on any further disruptive actions by
either party.
Based on current and future assumptions related to the U.S. pension plan,
U.S. operating profit and operating margin could be adversely affected in
2003. (See "Liquidity and Capital Resources" section.)
AVON PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(In millions, except per share data)
Latin America
Three-Month Period Nine-Month Period
------------------------------ ------------------------------
%/Point Change %/Point Change
-------------- --------------
Local Local
2002 2001 US$ Currency 2002 2001 US$ Currency
------ ------ ------ ------ ------ ------ ------ ------
Net sales $416.3 $486.4 (14)% 13% $1,268.5 $1,409.9 (10)% 10%
Operating profit 102.2 112.5 (9)% 14% 270.5 305.8 (11)% 4%
Operating margin 24.5% 23.1% 1.4 1.4 21.3% 21.7% (.4) (.4)
Units sold 9% 9%
Active Representatives 9% 9%
Net sales in U.S. dollars decreased in the third quarter resulting mainly
from declines in Argentina and Venezuela. Net sales in U.S. dollars decreased
slightly in Mexico and were flat in Brazil in the quarter. Net sales in U.S.
dollars decreased in the nine-month period resulting from declines in Argentina
and Venezuela, partially offset by growth in Mexico and Brazil. Net sales in
Latin America in both periods were significantly impacted by weaker foreign
exchange rates. Excluding the impact of foreign currency, Net sales grew in
both periods with increases in most markets in the region, reflecting growth in
units and active Representatives.
* Argentina's U.S. dollar sales were negatively impacted by the devaluation
of the Argentine peso. Excluding the impact of exchange, Argentina's Net sales
were flat in the quarter and decreased 4% in the nine-month period resulting
from the country's economic and political situation, partially offset by
growth in active Representatives. Local management has taken numerous
actions to counter the challenges presented by this economic and political
crisis. While it is difficult to predict the impact that the economic and
political situation will have on future results, management currently
expects U.S. dollar sales and profit for Argentina in 2002 to be
significantly lower than in 2001.
* Venezuela's U.S. dollar sales were negatively impacted by devaluation of
the bolivar resulting from political turmoil in that country. Excluding the
impact of exchange, Net sales in Venezuela showed double-digit gains in both
periods, benefiting from inflationary price increases, new product launches
and consumer promotions.
* Mexico's U.S. dollar sales were negatively impacted by foreign exchange in
the third quarter. Excluding foreign exchange, Net sales in Mexico
increased in both periods, benefiting from new product launches in non-CFT
product lines.
* Brazil's U.S. dollar sales were negatively impacted by foreign exchange.
Excluding foreign exchange, net sales increased significantly in both
periods, reflecting increases in units and active Representatives due to the
continued expansion of the Sales Leadership program, as well as successful
product launches.
AVON PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(In millions, except per share data)
The decrease in operating profit resulted from declines in Argentina and
Venezuela, due to the impact of weaker foreign exchange rates and the economic
and political problems in these countries, and a decline in Central America,
partially offset by increases in Brazil and Mexico. The increase in operating
margin for the third quarter was mainly due to increases in Mexico, Brazil,
Chile and Venezuela, partially offset by declines in
Argentina and Central America. The decrease in operating margin in the nine-
month period resulted from declines in Argentina, Mexico and Central America,
partially offset by improvements in Brazil and Venezuela.
* In Mexico, operating margin increased in the quarter primarily due to
lower marketing and sales force expenses, including lower brochure costs. This
increase was partially offset by an unfavorable mix of products sold,
accelerated depreciation associated with Avon's Business Transformation
initiative to move its distribution operations to a new facility in Celaya,
and increased sales incentives. Operating margin decreased in the nine-
month period primarily due to an unfavorable mix of products sold,
accelerated depreciation, discussed above, and increased sales incentives.
* In Argentina, operating margin decreased in both periods primarily due to
an increase in the cost of imported supplies resulting from the devaluation
of the Argentine peso, partially offset by a favorable mix of products
sold.
* In Brazil, operating margin improved in both periods as a result of an
increase in sales, expense control, a favorable mix of products sold, and
supply chain savings associated with Avon's Business Transformation
initiatives, partially offset by incremental consumer-related investments
such as advertising.
* In Venezuela, while operating profit decreased in both periods due to the
impact of foreign exchange, operating margin increased mainly due to
expense control.
* In Central America, operating profit and margin decreased in both periods,
resulting from marketing investments, which increased sales, an unfavorable
mix of products sold and additional bad debt expense.
* In Chile, operating margin improved in the third quarter primarily due to
significant expense control and to a lesser extent, gross margin
improvement, resulting from new product introductions with higher margins.
The Brazilian real remained under pressure in the third quarter as
foreign investors reduced their Brazilian real exposure. As a result, the
government had difficulty rolling over its debt and was forced to use its
foreign currency reserves to repay maturing financial obligations. If the
real weakens significantly from current levels, Brazil's U.S. dollar sales and
operating profit results for the fourth quarter of 2002 could be lower than
Avon's current projections. In this event, gains on foreign currency
contracts and dollar-indexed investments would offset such operating profit
declines in the fourth quarter. However, continued weakness in the real in
2003 could have an adverse impact on Brazil's U.S. dollar earnings next year.
AVON PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(In millions, except per share data)
Europe
Three-Month Period Nine-Month Period
----------------------------- ------------------------------
%/Point Change %/Point Change
------------- --------------
Local Local
2002 2001 US$ Currency 2002 2001 US$ Currency
------ ------ ------ ------ ------ ------ ------ ------
Net sales $283.6 $221.7 28% 23% $802.6 $674.4 19% 18%
Operating profit 35.0 29.0 21% 18% 118.2 98.2 20% 20%
Operating margin 12.3% 13.0% (.7) (.7) 14.7% 14.5% .2 .2
Units sold 32% 24%
Active Representatives 23% 21%
Net sales increased in U.S. dollars and local currency in both periods
driven by significant increases in units and the number of active
Representatives. The sales increase in both periods reflects sales growth of
over 45% in the markets in Central and Eastern Europe, particularly Russia
where sales nearly doubled, and growth in the United Kingdom.
* In Russia, units doubled in both periods as a result of investments in
advertising and lower pricing, as well as an improvement in Russia's
economic environment.
* In the United Kingdom, units increased as a result of increased spending
for consumer-related initiatives, such as brochure enhancements, and new
product launches.
The increase in operating profit was primarily due to increases in Central
and Eastern Europe and the United Kingdom, partially offset by declines in the
markets of Western Europe (excluding the United Kingdom). The decrease in
operating margin in the third quarter was primarily due to declines in most
Western European markets, partially offset by improvements in Central and
Eastern Europe, most significantly in Russia, and the United Kingdom. The
increase in operating margin for the nine-month period was primarily
due to improvements in Central and Eastern Europe, partially offset by a
decline in the United Kingdom. Gross margin in Europe for both periods was
negatively impacted by spending for consumer-related investments (including
special promotional offers) to drive sales growth. In addition to gross margin
investments, operating margin in Europe for both periods was negatively
impacted by investment in supply chain Business Transformation initiatives of
$4.3 and $9.7 in the third quarter and nine-month period, respectively.
* In Central and Eastern Europe operating margin improved in both periods
primarily due to significant sales growth and expense control, partially
offset by incremental consumer-related spending, such as advertising and
gross margin investments.
* In the United Kingdom, operating margin in the nine-month period was
negatively impacted by increased spending for consumer-related investments
(including special promotional offers), which also negatively impacted
gross margin, and an investment in supply chain Business Transformation
initiatives including expenses associated with the closing of a
manufacturing facility.
* In Western Europe, excluding the United Kingdom, operating margin in the
third quarter declined primarily due to decreases in Germany, as a result
of local currency sales declines and aggressive pricing, and in Italy, as a
result of lower sales.
AVON PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(In millions, except per share data)
Pacific
Three-Month Period Nine-Month Period
------------------------------- ------------------------------
%/Point Change %/Point Change
--------------- ----------------
Local Local
2002 2001 US$ Currency 2002 2001 US$ Currency
------ ------ ------ ------ ------ ------ ------ --------
Net sales $210.0 $192.1 9% 7% $595.5 $558.4 7% 8%
Operating profit 33.3 26.5 26% 23% 89.5 75.7 18% 19%
Operating margin 15.6% 13.6% 2.0 2.0 14.8 13.4 1.4 1.4
Units sold 14% 16%
Active Representatives 5% 7%
Net sales in U.S. dollars and local currency increased for both periods as
a result of growth in most major markets in the region, driven primarily by
increases in units and active Representatives.
* China's U.S. dollar sales growth was primarily attributable to a continued
increase in the number of newly opened Avon beauty boutiques, marketing
offers such as price discounting to drive market penetration, and additional
consumer-related investments such as advertising.
* Japan's third quarter U.S dollar sales increased mainly due to new product
launches but decreased in the nine-month period due to the negative impact
of foreign exchange and a weak economic environment.
* In the Philippines, U.S. dollar net sales in decreased in the third quarter
due to the depressed economic situation in the country. Net sales increased
in the nine-month period due to increases in active Representatives,
partially offset by the impact of the economic situation in the country.
The increases in operating profit and operating margin for both periods
were primarily due to increases in China and Japan, partially offset by a
decline in the Philippines.
* China's operating profit and margin improvement for both periods resulted
primarily from operating expense leverage as this market achieves scale,
partially offset by price discounting and incremental advertising expenses.
* Japan's operating profit and margin for both periods was positively
impacted by continued expense reduction and gross margin expansion due to a
favorable mix of products sold.
* The Philippines' operating profit and margin decreased in both periods as
a result of an unfavorable mix of products sold, an increase in sales
incentives, higher bad debt expense and incremental spending on advertising
and brochure enhancements.
Global Expenses
Global expenses were flat in the quarter primarily resulting from losses
of $1.7 on company-owned life insurance policies and severance accruals of
$1.7 for employees not included in the 2002 Special charges, offset by
savings of approximately $6.0 from workforce reductions associated with
Avon's Business Transformation initiatives.
Global expenses decreased 2% in the nine-month period primarily due to
savings of approximately $14.0 from workforce reductions associated with
Avon's Business Transformation initiatives, partially offset by consumer-
related investments for research and development and new business development
of $3.9, merit salary increases of approximately $3.0, severance accruals of
$2.4 for employees not included in the 2002 Special charges and losses of
$2.1 on company-owned life insurance policies.
The Company expects Global expenses to increase in the fourth quarter
versus 2001, as savings from workforce reductions are more than offset by
AVON PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(In millions, except per share data)
higher spending primarily for marketing, research and development and new
business development, as well as increased bonus and benefit expenses.
LIQUIDITY AND CAPITAL RESOURCES
Avon's principal sources of funds historically have been cash flows from
operations, commercial paper, borrowings under uncommitted lines of credit
and long-term borrowings.
Cash Flows
Net cash provided by operating activities in the first nine months of
2002 was $164.9 unfavorable to 2001 principally reflecting the receipt of an
income tax refund of $95.2 in 2001, a contribution to Avon's U.S. qualified
pension plan of $80.0 in 2002 (discussed below), a tax payment of $20.0 in
2002 deferred from 2001 as a result of legislation enacted due to the
September 11, 2001 terrorist attacks, and other cash outlays in 2002 for
severance payments, partially offset by higher net income adjusted for non-
cash items, and reduced inventory levels.
Excluding changes in debt, cash and cash equivalents decreased $143.3 in
the first nine months of 2002, compared to an increase of $10.2 in the first
nine months of 2001. The higher use of cash in 2002 resulted primarily from
lower cash provided by operating activities, discussed above, the purchase of
company-owned life insurance policies of $10.0, and higher repurchases of
common stock, partially offset by an increase in cash received from the
exercise of stock options and lower capital expenditures. Based on current
spending plans, Avon anticipates full year capital spending to be in the
range $150.0 to $175.0. Avon purchased approximately 2.8 million shares of
Avon common stock for $143.2 during the first nine months of 2002, compared
with $130.7 spent for the repurchase of approximately 3.2 million shares
during the first nine months of 2001.
Pension Benefits
During 2002, the assets associated with the Company's benefit plans (the
majority of which assets relate to the U.S. pension plan) experienced negative
investment returns, mostly due to unfavorable returns on equity securities.
Equity securities have represented approximately 75% of plan assets in the
U.S. and were recently reduced to 65%. During the first nine months of 2002,
the market value of domestic plan assets declined approximately 16%. As a
result, Avon made a cash contribution to its U.S. qualified pension plan of
$80.0 in the third quarter of 2002. Depending on the performance of Avon's
investments for the remainder of 2002 and on discount rate assumptions, Avon
may make additional contributions to its U.S. qualified pension plan of
approximately $40.0 to $60.0 in the fourth quarter of 2002.
In addition, at December 31, 2002, accounting rules require the Company
to recognize a liability on its balance sheet for each pension plan if the
fair value of the assets of that pension plan is less than the accumulated
benefit obligation, or "ABO." This liability is called a "minimum pension
liability" and is recorded as a charge in "Accumulated other comprehensive
loss" in shareholders' (deficit). Also, any prepaid pension assets related to
pension plans with a minimum pension liability must be reclassified to
shareholders' (deficit). While actual results will not be known until year-
end, based on current assumptions and the application of these rules, it is
likely that Avon will record a charge to Accumulated other comprehensive loss
at the end of 2002 (see Note 7, Comprehensive Income). If asset performance at
year-end is in line with actual September year-to-date performance and the
year-end discount rate is 6.75% (an estimate of the interest rate at which
pension benefits could be settled), the potential charge to Accumulated other
comprehensive loss would be approximately $200.0. This represents the after-
AVON PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(In millions, except per share data)
tax impact of recording the minimum pension liability for the U.S. pension
plan and reclassifying the prepaid pension assets related to this plan. This
charge would have no impact on the Company's net income, liquidity, or cash
flows. If at the end of 2003, the fair value of these pension plan assets
exceeds the ABO, the charge to shareholders' (deficit) would be reversed.
Future effects of retirement-related plans on the operating results of
the Company will depend on economic conditions, employee demographics,
mortality rates, investment performance and funding decisions. However, given
current assumptions (including those noted above), 2003 pension expense
related to the U.S. plan is expected to increase in the range of $20.0 to
$25.0. The Company does not anticipate that this incremental expense will
affect its ability to meet its financial targets.
Capital Resources
Total debt at September 30, 2002 increased $45.8 to $1,370.9 from
$1,325.1 at December 31, 2001 and increased $40.2 from $1,330.7 at September
30, 2001. These increases were principally due to adjustments to reflect the
fair value of outstanding interest rate swaps, amortization of the discount on
Avon's outstanding convertible notes and translation of Avon's Japanese yen
denominated notes payable.
At September 30, 2002, there were no borrowings under a $600.0 revolving
credit and competitive advance facility (the "credit facility"). This credit
facility is also used to support Avon's commercial paper program, under which
no amounts were outstanding at September 30, 2002.
At September 30, 2002, there was $6.4 outstanding under uncommitted lines
of credit.
Management currently believes that cash from operations and available
financing alternatives are adequate to meet anticipated requirements for
working capital, dividends, capital expenditures, the stock repurchase program
and other cash needs.
Financial Instruments and Risk Management Strategies
Foreign Currency Risk
At September 30, 2002, Avon held foreign currency forward and option
contracts to buy and sell foreign currencies, including cross-currency
contracts to sell one foreign currency for another, with notional amounts in
U.S. dollars as follows:
Buy Sell
------ ------
Argentine peso $ 9.5 $ -
Australian dollar 8.6 7.5
Brazilian real - 20.0
British pound 33.2 23.7
Canadian dollar - 24.7
Czech koruna - 6.0
Euro 66.2 40.2
Hungarian forint - 8.1
Japanese yen 17.4 27.4
Mexican peso - 13.5
Polish zloty 6.2 3.0
Taiwanese dollar - 3.0
Other currencies - 3.8
------ ------
Total $141.1 $180.9
====== ======
AVON PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(In millions, except per share data)
At September 30, 2002, certain Avon subsidiaries held U.S. dollar
denominated assets, primarily to minimize foreign-currency risk and provide
liquidity. These subsidiaries included Mexico ($23.3), Argentina ($13.7),
Venezuela ($12.3) and Brazil ($7.6).
OTHER INFORMATION
In September 2002, the Audit Committee of the Company's Board of
Directors ratified its earlier approval of the use during 2002 of the
Company's independent accountants for certain tax-related non-audit services,
including domestic, international and expatriate tax consulting services,
with aggregate projected fees of approximately $1.5 million.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" STATEMENT UNDER THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain statements in this report which are not historical facts or
information are forward-looking statements within the meaning of the Private
Securities Litigation 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 and the possible impact of the U.S. West Coast
dock workers' labor dispute; 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; and the effect of legal and regulatory proceedings, as
well as restrictions imposed on the Company or its operations by foreign
governments. Additional information identifying such factors is contained in
the Company's Form 10-K/A report for the year ended December 31, 2001, filed
with the SEC. The Company undertakes no obligation to update any such forward-
looking statements.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes in market risk from the information
provided in Item 7A, Quantitative and Qualitative Disclosures About Market
Risk, of the Company's 2001 Form 10-K/A.
AVON PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(In millions, except per share data)
ITEM 4. 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 related to the Company and its
consolidated subsidiaries would be made known to them by others within those
entities.
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.
AVON PRODUCTS, INC.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See Note 6 of the Notes to Consolidated Financial Statements.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
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.
(b) Reports on Form 8-K
On July 19, 2002, Avon filed a Form 8-K to announce that it had
settled a previously disclosed investigation by the Securities and
Exchange Commission. Avon also announced that it would be consolidating
its two Latin American operating business units, for segment reporting
purposes.
On August 13, 2002, Avon filed a Form 8-K to announce that it filed
with the Securities and Exchange Commission the statements under oath of
its Principal Executive Officer and Principal Financial Officer in
respect of its recent Exchange Act filings.
On August 30, 2002, Avon furnished a Form 8-K to announce that it
had advised participants in its U.S. Personal Savings Account Plan that
there would be a blackout period relating to the Company's move to a new
benefits service provider. Additionally, Avon announced that it had
advised its executive officers and members of its Board of Directors
that they must not engage in any transactions in Company stock during
that blackout period.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
AVON PRODUCTS, INC.
-------------------
(Registrant)
Date: November 13, 2002 /s/ Janice Marolda
-------------------------------
Janice Marolda
Vice President,
Controller
Principal Accounting Officer
Signed both on behalf of the
registrant and as principal
accounting officer.
CERTIFICATIONS
I, Andrea Jung, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Avon Products, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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 quarterly 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
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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
quarterly 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: November 13, 2002
/s/ Andrea Jung
-----------------------
Andrea Jung
Chief Executive Officer
I, Robert J. Corti, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Avon Products, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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 quarterly 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
quarterly report (the "Evaluation Date"); and
d) presented in this quarterly 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
quarterly 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: November 13, 2002
/s/ Robert J. Corti
-----------------------
Robert J. Corti
Chief Financial Officer