FORM 10-Q/A
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 March 31, 2000
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 April
30, 2000 was 237,422,333.
Table of Contents
Part I. Financial Information
Page
Numbers
-------
Introductory Note - Restatements................................ 3
Item 1. Financial Statements
Consolidated Statements of Operations
Three Months Ended March 31, 2000(Restated) and
March 31, 1999..................................... 4
Consolidated Balance Sheets
March 31, 2000 (Restated) and December 31, 1999.... 5
Consolidated Statements of Cash Flows
Three Months Ended March 31, 2000 (Restated) and
March 31, 1999..................................... 6
Notes to Consolidated Financial Statements (Restated).. 7-14
Item 2. Management's Discussion and Analysis of the
Results of Operations and Financial Condition (Restated) 15-22
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders.... 23
Item 6. Exhibits and Reports on Form 8-K....................... 24
Signatures...................................................... 25
2
Introductory Note--Restatements
In connection with the settlement of the previously disclosed
investigation by the Securities and Exchange Commission ("SEC") relating to the
write off of an order management software system known as the "FIRST" project,
Avon has restated its Consolidated Financial Statements as of December 31,
2001, 2000 and 1999 and for the years then ended and for each of the fiscal
quarters ended March 31, 1999 through March 31, 2002. Avon had written off
$14.8 pretax, or $10.0 after tax, of FIRST assets in the first quarter of 1999
and $23.9 pretax, or $14.5 after tax, of FIRST assets in the third quarter of
2001. Avon has restated its financial statements to reflect the additional
write off as of March 31, 1999 of all capitalized costs ($23.3 pretax, or $14.0
after tax), associated with the FIRST project as of that date and a reversal of
the charge recorded in the third quarter of 2001. Other FIRST-related activity
(capitalized costs and amortization) recorded during 1999-2002 has also been
restated. A description of the adjustments that comprise the restatements is
set forth in Notes 2 and 10 of the Notes to Consolidated Financial Statements
filed with this Form 10-Q/A.
The accompanying financial statements have been restated to reflect the
restatements discussed above as well as the accounting changes outlined in Note
2. No attempt has been made in this Form 10-Q/A to modify or update any
disclosures except as required to reflect the results of the restatements
discussed above and any changes made to prior period financial information for
which a Form 10-Q/A was not filed.
3
PART I. FINANCIAL INFORMATION
AVON PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
Three months ended
March 31
------------------
2000 1999
(Restated ----
-Note 2)
---------
(unaudited)
Net sales........................................... $1,306.3 $1,213.8
Other revenue....................................... 10.4 9.2
-------- --------
Total revenue....................................... 1,316.7 1,223.0
Costs, expenses and other:
Cost of sales* ................................... 501.4 508.2
Marketing, distribution and administrative expenses 677.4 650.9
Special charge..................................... - 90.4
Asset impairment charge............................ - 38.1
-------- --------
Operating profit(loss)............................... 137.9 (64.6)
Interest expense.................................. 19.9 9.0
Interest income................................... (1.8) (3.2)
Other expense(income), net........................ 10.2 (7.8)
-------- --------
Total other expense(income) ........................ 28.3 (2.0)
-------- --------
Income(loss) before taxes, minority interest,
and cumulative effect of accounting change........ 109.6 (62.6)
Income taxes........................................ 39.1 2.1
-------- --------
Income(loss) before minority interest and cumulative
effect of accounting change....................... 70.5 (64.7)
Minority interest................................... - 1.8
-------- --------
Income(loss)from continuing operations before
cumulative effect of accounting change............ 70.5 (62.9)
Cumulative effect of accounting change, net of
taxes ........................................... (6.7) -
-------- --------
Net income (loss) .................................. $ 63.8 $ (62.9)
+======= ========
Income (loss) per share:
Basic earnings per share:
Continuing operations............................ $ .30 $ (.24)
Cumulative effect of accounting change .......... (.03) -
-------- --------
$ .27 $ (.24)
======== ========
Diluted earnings per share:
Continuing operations............................ $ .30 $ (.24)
Cumulative effect of accounting change .......... (.03) -
-------- --------
$ .27 $ (.24)
======== ========
*1999 includes a one-time charge of $46.0 for inventory write-downs.
The accompanying notes are an integral part of these statements.
4
AVON PRODUCTS, INC.
CONSOLIDATED BALANCE SHEETS
(In millions)
March 31 December 31
2000 1999
(Restated- -----------
Note 2)
--------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents........................ $ 92.3 $ 117.4
Accounts receivable.............................. 456.3 495.6
Inventories...................................... 622.4 523.5
Prepaid expenses and other....................... 201.9 201.3
-------- --------
Total current assets............................. 1,372.9 1,337.8
-------- --------
Property, plant and equipment, at cost........... 1,471.3 1,469.3
Less accumulated depreciation.................... 744.7 737.2
-------- --------
726.6 732.1
-------- --------
Other assets..................................... 445.2 442.9
-------- --------
Total assets..................................... $2,544.7 $2,512.8
======== ========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Debt maturing within one year.................... $ 504.3 $ 306.0
Accounts payable................................. 358.1 435.9
Accrued compensation............................. 97.7 165.8
Other accrued liabilities........................ 403.5 411.6
Sales and taxes other than income................ 98.0 107.5
Income taxes..................................... 280.7 286.0
-------- --------
Total current liabilities........................ 1,742.3 1,712.8
-------- --------
Long-term debt................................... 701.2 701.4
Employee benefit plans........................... 398.0 398.1
Deferred income taxes............................ 35.3 36.7
Other liabilities................................ 87.1 85.7
Shareholders' deficit:
Common stock..................................... 88.1 88.1
Additional paid-in capital....................... 821.7 819.4
Retained earnings................................ 841.3 821.4
Accumulated other comprehensive income........... (352.3) (349.7)
Treasury stock, at cost.......................... (1,818.0) (1,801.1)
-------- --------
Total shareholders' deficit...................... (419.2) (421.9)
-------- --------
Total liabilities and shareholders' deficit ..... $2,544.7 $2,512.8
======== ========
The accompanying notes are an integral part of these statements.
5
AVON PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Three months ended
March 31
-------------------
2000 1999
(Restated ----
Note 2)
---------
(unaudited)
Cash flows from operating activities:
Net income(loss)........................................ $ 63.8 $ (62.9)
Adjustments to reconcile net income(loss) to net cash
used by operating activities:
Cumulative effect of accounting charge.................. 6.7 -
Special and non-recurring (payments)charges............. (6.4) 117.5
Asset impairment charge................................. - 38.1
Depreciation and amortization........................... 26.7 20.0
Provision for doubtful accounts......................... 29.0 23.2
Amortization of debt discount........................... (1.6) (1.7)
Translation losses(gains)............................... .8 (.9)
Deferred income taxes................................... 3.0 (11.9)
Other................................................... 2.2 .1
Changes in assets and liabilities:
Accounts receivable................................... (19.1) (46.2)
Inventories........................................... (91.6) (55.7)
Prepaid expenses and other............................ (8.5) (1.6)
Accounts payable and accrued liabilities.............. (156.1) (80.7)
Income and other taxes................................ (10.9) (18.6)
Noncurrent assets and liabilities..................... 12.3 5.0
-------- -------
Net cash used by operating activities................... (149.7) (76.3)
-------- -------
Cash flows from investing activities:
Capital expenditures.................................... (29.9) (23.9)
Disposal of assets...................................... 2.2 3.3
Other investing activities.............................. (0.7) (12.1)
-------- -------
Net cash used by investing activities................... (28.4) (32.7)
-------- -------
Cash flows from financing activities:
Cash dividends.......................................... (45.8) (48.6)
Book overdraft.......................................... 22.2 9.7
Debt, net (maturities of three months or less).......... 211.3 236.5
Proceeds from short-term debt........................... 5.4 10.9
Retirement of short-term debt........................... (18.2) (11.2)
Repurchase of common stock.............................. (16.9) (50.0)
Proceeds from exercise of stock options, net of taxes... .2 11.1
-------- -------
Net cash provided by financing activities............... 158.2 158.4
-------- -------
Effect of exchange rate changes on cash and equivalents. (5.2) (16.1)
-------- -------
Net (decrease)increase in cash and equivalents.......... (25.1) 33.3
Cash and equivalents at beginning of period............. 117.4 105.6
-------- -------
Cash and equivalents at end of period................... $ 92.3 $ 138.9
======== =======
The accompanying notes are an integral part of these statements.
6
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except share data)
1. ACCOUNTING POLICIES
The accompanying Consolidated Financial Statements should be read in
conjunction with the Consolidated Financial Statements and the Notes thereto
contained in Avon's 1999 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 generally accepted accounting principles.
In June 1999, the Financial Accounting Standards Board issued Financial
Accounting Standard ("FAS") No. 137, "Accounting for Derivative Instruments and
Hedging Activities - Deferral of the Effective Date of FAS No. 133", which
delayed the effective date of FAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", by one year. FAS No. 133 is now effective
for all fiscal quarters of all fiscal years beginning after June 15, 2000
(January 1, 2001 for the Company). FAS No. 133 requires that all derivative
instruments be recorded on the balance sheet at their fair value. Changes in
the fair value of derivatives will be recorded each period in current earnings
or accumulated other comprehensive income, depending on whether the derivative
is designated as part of a hedge transaction. For fair-value hedge transactions
in which the Company is hedging changes in the fair value of an asset,
liability, or firm commitment, changes in the fair value of the derivative
instrument will be included in the income statement along with the offsetting
changes in the hedged item's fair value. For cash-flow hedge transactions in
which the Company is hedging the variability of cash flows related to a
variable rate asset, liability, or a forecasted transaction, changes in the
fair value of the derivative instrument will be reported in accumulated other
comprehensive income. The gains and losses on the derivative instruments that
are reported in accumulated other comprehensive income will be reclassified to
earnings in the periods in which earnings are impacted by the variability of
the cash flows of the hedged item. The ineffective portion of all of the hedges
will be recognized in current period earnings. The impact of FAS No. 133 on the
Company's financial statements will depend on a variety of factors, including
the future level of forecasted and actual foreign currency transactions, the
extent of the Company's hedging activities, the types of hedging instruments
used and the effectiveness of such instruments. Based on an analysis of Avon's
financial instruments outstanding at March 31, 2000, the Company does not
expect the adoption of FAS No. 133 to have a material impact on its earnings or
statement of financial position.
To conform to the 2000 presentation, certain reclassifications were made
to the prior periods' consolidated financial statements and the accompanying
footnotes.
2. RESTATEMENTS AND ACCOUNTING CHANGES
Restatements
In connection with the settlement of a previously disclosed investigation
by the Securities and Exchange Commission relating to the write off of an order
management software system known as the "FIRST" project, Avon has restated its
Consolidated Financial Statements as of December 31, 2001, 2000 and 1999 and
for the years then ended and for each of the fiscal quarters ended March 31,
1999 through March 31, 2002. See Introductory Note-Restatements and Note 10 of
the Notes to Consolidated Financial Statements, "Asset Impairment Charge".
The accompanying financial statements have been restated to reflect the
restatements discussed above as well as the accounting changes outlined in this
Note. No attempt has been made in this Form 10-Q/A to modify or update any
disclosures except as required to reflect the results of the restatements
7
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except share data)
discussed above and any changes made to prior period financial information for
which a Form 10-Q/A was not filed.
The principal adjustments comprising the restatements are as follows:
o Reclassification of $14.8 of pre-tax charges recorded in the first quarter
of 1999 related to the write off of a portion of the FIRST project, out of
the "Special charges" line and into the "Asset impairment charge" line;
o An additional Asset impairment charge of $23.3 pretax in the first quarter
of 1999 to reflect the write off of all capitalized costs associated with
the FIRST project as of March 31, 1999;
o Reversal of the third quarter 2001 Asset impairment charge of $23.9 pretax
related to the abandonment of the FIRST project; and
o Restatement of all other activity related to the FIRST project, consisting
of costs incurred and capitalized subsequent to March 31, 1999 and
amortization, recorded from the second quarter of 1999 through the first
quarter of 2002.
These adjustments resulting from the restatements are reflected in
Management's Discussion & Analysis and the following notes: Special and
Non-Recurring Charges, Earnings per Share, Comprehensive Income (Loss), Segment
Information and Asset Impairment Charge.
Accounting Changes
In addition, the Form 10-Q/A reflects the following changes to prior
period financial information for which a Form 10-Q/A was not previously filed.
These changes are primarily the result of the previously disclosed adoption of
new accounting pronouncements and are unrelated to the restatements described
above and the FIRST project:
o Accounting changes made to reported 2000 financial information as a result
of the adoption of Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue
Recognition in Financial Statements" and previously reported 2000 and 1999
financial information as a result of the adoption of Emerging Issues Task
Force ("EITF") 00-10, "Accounting for Shipping and Handling Fees and
Costs". The adoption of EITF 00-10 resulted in increases in Marketing,
distribution and administrative expenses and Other revenue of $10.4 and
$9.2 for the three months ended March 31, 2000 and 1999, respectively. The
adoption of this EITF had no impact on Net income or Earnings per share;
o Reclassifications made to reported 2000 financial information as a result
of the adoption of EITF No. 00-14, "Accounting for Certain Sales
Incentives", 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 01-09 "Accounting for Consideration Given by a Vendor
to a Customer or Reseller of the Vendor's Products". The adoption of these
EITFs had no impact on Operating profit, Net income or Earnings per share;
and
o Reclassifications made to reported financial information to conform with
the 2002 presentation primarily relating to the sale of fundraising
products in the U.S. Previously, the net sales and fundraising expenses
associated with certain U.S. fundraising products had been included within
Marketing, distribution and administrative expenses. This reclassification
resulted in an increase to Net sales, Cost of sales and Marketing,
distribution and administrative expenses of $0.6, $0.3 and $0.3,
respectively, for the three months ended March 31, 2000 and had no impact
on reported Operating profit, Net income or Earnings per share.
8
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except share data)
The effects of these restatements and accounting changes on the
Consolidated Financial Statements are set forth below:
Consolidated Statement of Operations
For the Three Months Ended March 31, 2000
--------------------------------------------------
As As
Reported(1) (2) Restated(3)
----------- -------- -----------
Net sales $1,306.7 $1,306.3 $1,306.3
Total revenue 1,317.1 1,316.7 1,316.7
Cost of Sales 490.8 501.4 501.4
Marketing, distribution and
administrative expenses 688.5 677.5 677.4
Operating profit 137.8 137.8 137.9
Income from continuing operations
before taxes, minority interest and
cumulative effect of accounting change 109.5 109.5 109.6
Income from continuing operations
before minority interest and
cumulative effect of accounting change 70.4 70.4 70.5
Income from continuing operations before
cumulative effect of accounting change 70.4 70.4 70.5
Net income 63.7 63.7 63.8
Basic earnings per share:
Continuing operations $ .30 $ .30 $ .30
Cumulative effect of accounting change (.03) (.03) (.03)
-------- -------- --------
$ .27 $ .27 $ .27
======== ======== ========
Diluted earnings per share:
Continuing operations $ .30 $ .30 $ .30
Cumulative effect of accounting change (.03) (.03) (.03)
-------- -------- --------
$ .27 $ .27 $ .27
======== ======== ========
Consolidated Balance Sheet
As of March 31, 2000
--------------------------------------------------
As As
Reported(4) (2) Restated(3)
---------- -------- -----------
Accounts receivable $ 503.2 $ 456.3 $ 456.3
Inventory 604.8 622.4 622.4
Property, plant and equipment, at cost 1,474.0 1,474.0 1,471.3
Other assets 458.2 458.2 445.2
Total assets 2,589.7 2,560.4 2,544.7
Accounts payable 370.5 358.1 358.1
Retained earnings 868.2 857.0 841.3
Total liabilities and shareholder's
(deficit) equity 2,589.7 2,560.4 2,544.7
(1) As reported (as prior period comparative data) in Avon's Form 10-Q for the
quarter ended March 31, 2001, which includes adjustments for SAB 101.
(2) Includes the effects of accounting changes outlined above.
(3) Includes the effects of restatements and accounting changes outlined
above.
(4) As reported in Avon's Form 10-Q for the quarter ended March 31, 2000.
Note: Refer to the Company's Form 10-Q/A for the quarter ended March 31, 1999
for restatements to 1999 information.
9
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except share data)
3. INFORMATION RELATING TO THE STATEMENT OF CASH FLOWS
"Net cash used by operating activities" includes the following cash
payments for interest and income taxes:
Three months ended
March 31
------------------
2000 1999
---- ----
Interest............................................ $ 17.7 $ 12.8
Income taxes, net of refunds received............... 42.2 24.9
4. EARNINGS(LOSS) PER SHARE
Basic earnings (loss) per share ("EPS") are computed by dividing net
income (loss) by the weighted-average number of shares outstanding during the
year. Diluted earnings (loss) per share are calculated to give effect to all
potentially dilutive common shares that were outstanding during the year.
For the three months ended March 31, 2000 and 1999, the number of
shares used in the computation of basic and diluted earnings (loss) per share
are as follows:
2000 1999
---- ----
Basic EPS
Weighted-average shares 237.64 262.00
Incremental shares from
conversion of:
Stock options (1) 1.51 -
------ -----
Diluted EPS
Adjusted weighted-
average shares 239.15 262.00
------ ------
(1) At March 31, 2000 and 1999, stock options and forward contracts to
purchase Avon common stock totaling 6.3 million shares and 7.9 million
shares, respectively, are not included in the earnings per share
calculation since their impact is anti-dilutive.
The Company purchased approximately 383,000 shares of common stock for
$16.9 during the first three months of 2000, as compared to approximately
1,267,000 shares of common stock for $50.0 during the first three months of
1999, under a previously announced share repurchase program.
5. INVENTORIES
March 31 December 31
2000 1999
----- ----
Raw materials................ $172.4 $156.9
Finished goods............... 450.0 366.6
------ ------
$622.4 $523.5
====== ======
6. DIVIDENDS
Cash dividends paid per share of common stock were $.185 for the three
months ended March 31, 2000 and $.18 for the corresponding 1999 period. On
February 3, 2000, the Company increased the annual dividend rate to $.74 from
$.72.
10
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except share data)
7. CONTINGENCIES
Various lawsuits and claims (asserted and unasserted), arising in the
ordinary course of business or related to businesses previously sold, are
pending or threatened against Avon.
In 1991, a class action suit was initiated against Avon on behalf of
certain classes of holders of Avon's Preferred Equity-Redemption Cumulative
Stock ("PERCS"). This lawsuit alleges various contract and securities law
claims relating to the PERCS (which were fully redeemed that year).
Avon has rejected the assertions in this case, believes it has meritorious
defenses to the claims and is vigorously contesting this lawsuit.
In the opinion of Avon's management, based on its review of the
information available at this time, the total cost of resolving such
contingencies at March 31, 2000 should not have a material adverse impact on
Avon's consolidated financial position, results of operations or cash flows.
8. COMPREHENSIVE INCOME(LOSS)
For the three months ended March 31, 2000 and 1999, the components of
comprehensive income(loss) are as follows:
2000 1999
------ -------
Net income(loss) $ 63.8 $(62.9)
Other comprehensive loss:
Change in equity due to
foreign currency
translation and
transaction adjustments (2.6) (41.6)
------ -------
Comprehensive income(loss) $ 61.2 $(104.5)
====== =======
9. SPECIAL AND NON-RECURRING CHARGES
In October 1997, the Company announced a worldwide business process
redesign program to streamline operations and improve profitability through
margin improvement and expense reductions. The special and non-recurring
charges associated with this program totaled $136.4 pretax ($111.9 net of tax,
or $.43 per share on a basic and diluted basis) for the year ended December 31,
1999 and $154.4 pretax ($122.8 net of tax, or $.46 per share on a basic and
diluted basis) for the year ended December 31, 1998.
The 1999 special and non-recurring charges by business segment are as
follows:
North America $ 33.6
Latin America 14.7
Europe 69.8
Pacific 11.8
Corporate 6.5
-------
Total $ 136.4
=======
11
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except share data)
The 1999 special and non-recurring charges by category of expenditures are
as follows:
Special Cost of
Charge Sales Charge Total
------- ------------ -------
Employee severance costs $ 57.0 $ 57.0
Inventories $ 46.0 46.0
Write-down of assets to
net realizable value 11.6 11.6
Recognition of foreign currency
translation adjustment 9.8 9.8
Other 12.0 12.0
------- ------- -------
Total $ 90.4 $ 46.0 $ 136.4
======= ======= =======
Employee severance costs are expenses, both domestic and international,
associated with the realignment of the Company's global operations. Certain
employee severance costs were accounted for in accordance with the Company's
existing FAS 112 ("Employers' Accounting for Postemployment Benefits")
severance plans. Remaining severance costs were accounted for in accordance
with other existing accounting literature. The workforce has been reduced by
3,700 associates, or 9% of the total. Approximately one-half of the terminated
employees related to facility closures.
Inventory related charges represent losses to write-down the carrying
value of non-strategic inventory prior to disposal. The charges primarily
result from a new business strategy for product dispositions which
fundamentally changes the way the Company markets and sells certain inventory.
This new strategy, approved and effective in March 1999, is meant to complement
other redesign initiatives, with the objective of reducing inventory clearance
sales, building core brochure sales and building global brands.
The write-down of assets (primarily fixed and other assets) mainly relates
to the restructuring of operations in Western Europe, including the closure of
a jewelry manufacturing facility in Ireland. By centralizing certain key
functional areas and exiting unprofitable situations, the Company plans to
increase operating efficiencies and ultimately, profit growth in the long-term.
The recognition of foreign currency translation adjustment relates to the
closure of the jewelry manufacturing facility in Ireland.
The "Other" category primarily represents contract termination costs,
legal and consulting fees and other costs associated with the facility
closures.
The liability balance at March 31, 2000 is as follows:
Special Cost of
Charge Sales Charge Total
------- ------------ -------
Balance at December 31, 1999 $ 26.2 $ - $ 26.2
Cash expenditures (6.4) (6.4)
------ ---- -----
Balance at March 31, 2000 $ 19.8 $ - $ 19.8
====== ===== ======
The balance at March 31, 2000 related primarily to employee severance
costs that will be paid during 2000.
12
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except share data)
10. ASSET IMPAIRMENT CHARGE
In the first quarter of 1999, Avon originally recorded a Special charge of
$151.2 pretax, which included the write off of $14.8 in pre-tax costs ($10.0
after tax) associated with a portion of the order management software system
known as the FIRST project. The balance of the FIRST project's development
costs had been carried as an asset until the third quarter of 2001, when Avon
recorded a pre-tax charge of $23.9 ($14.5 after tax) to write off the carrying
value of costs related to that project. The non-cash charge recorded in the
third quarter of 2001 included software development costs, certain hardware,
software interfaces and other related costs. Prior to the write off, the
capitalized software was included in Property, plant and equipment, at cost and
Other assets on the Consolidated Balance Sheet.
The decision to abandon the FIRST project was based on various factors,
including project management and implementation issues and costs, costs for
ongoing support, and changes in Avon business strategies.
The FIRST project, and the Special charge reported by Avon in the first
quarter of 1999 that included the write off of $14.8 in pre-tax costs
associated with FIRST, were the subject of a formal investigation by the SEC
commenced in August 2000. Avon has settled that matter with the SEC and, as
part of that settlement, has restated its financial statements to reflect the
additional write off as of March 31, 1999 of all capitalized costs ($23.3
pretax, and $14.0 after tax) associated with the FIRST project as of that date
for a total first quarter write off of $38.1 pretax ($24.0 after tax). Avon has
also reversed the charge recorded in the third quarter of 2001, and has
restated all other FIRST-related activity recorded during 1999-2002.
See the Introductory Note - Restatements and Note 2 of the Notes to
Consolidated Financial Statements, "Restatements and Accounting Changes".
13
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except share data)
11. SEGMENT INFORMATION
Summarized financial information concerning the Company's reportable
segments is as follows:
Three Months Ended March 31
---------------------------
2000 1999
---- ----
Net Operating Net Operating
Sales Profit Sales (Loss)
-------- --------- -------- ---------
North America:
U.S. $ 452.0 $ 81.1 $ 428.8 $ 77.5
Other* 58.8 4.8 54.1 6.6
-------- -------- -------- -------
Total 510.8 85.9 482.9 84.1
-------- -------- -------- -------
International:
Latin America North** 188.3 39.9 177.1 36.8
Latin America South** 215.4 29.9 201.4 28.6
-------- -------- -------- ------
Latin America 403.7 69.8 378.5 65.4
Pacific 190.0 22.4 157.3 13.6
Europe 202.2 20.6 195.1 14.1
-------- -------- -------- ------
Total International 795.9 112.8 730.9 93.1
-------- -------- -------- ------
Total from operations $1,306.7 198.7 $1,213.8 177.2
Global expenses (60.8) (67.3)
Special and non-recurring charges - (136.4)
Asset impairment charge - (38.1)
Reclassifications for
accounting changes (Note 2) (.4) - - -
-------- -------- -------- -------
Total $1,306.3 $ 137.9 $1,213.8 $ (64.6)
======== ======== ======== =======
* Includes operating information for Canada and Puerto Rico.
**Latin America North includes the major markets of Mexico, Venezuela and
Central America. Latin America South includes the major markets of Brazil,
Argentina, Chile and Peru.
To conform to the 2000 presentation, certain reclassifications were made
to the prior periods' segment information.
12. OTHER FINANCING ACTIVITIES
The Company has entered into forward contracts to purchase 2,078,200
shares of Avon Common Stock at an average price of $37.24 per share as of March
31, 2000. The contracts mature over the next 1-1/2 years and provide for
physical or net share settlement to the Company. Accordingly, no adjustment for
subsequent changes in fair value has been recognized.
13. SUBSEQUENT EVENT
On May 4, 2000, the Company declared a quarterly dividend on its common
stock of $.185 per share, payable June 1, 2000, to shareholders of record on
May 17, 2000.
14
AVON PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(In millions, except share data)
ITEM 2. Management's Discussion and Analysis of the Results of Operations
and Financial Condition (Restated)
Results of Operations--Three Months Ended March 31, 2000 and 1999.
Consolidated
Avon's net income from continuing operations for the three months ended
March 31, 2000 was $70.5, or $.30 per share on a basic and diluted basis,
compared with a net loss of $62.9, or $.24 per share on a basic and diluted
basis, in 1999. Operating profit was $137.9 in 2000 compared to an operating
loss of $64.6 in 1999.
Consolidated net sales for the three months ended March 31, 2000 increased
8% over the same period of 1999. The sales improvement was a result of
increases in all geographic regions. Excluding the impact of foreign currency
exchange, consolidated net sales rose 10% over the comparable period of the
prior year, with double-digit increases in all international regions.
Gross margin increased 3.5 percentage points in the first three-month
period of 2000 compared to the same period of 1999. The cost of sales for the
three months ended March 31, 1999 includes a one-time charge of $46.0 for
inventory write-downs related to the Company's BPR program. See Note 9 for
further detail. In addition, the 2000 financial information was restated to
reflect certain accounting changes (see Note 2 of the Notes to Consolidated
Financial Statements), which had an unfavorable impact on gross margin and no
restatements were made to the 1999 financial statements for these changes.
Excluding the one-time charge in 1999 and restatement for the accounting
changes in 2000, the gross margin increased .5 percentage points resulting from
improvements in all regions, most significantly in Mexico, Venezuela,
Argentina, Central Europe and most major markets in the Pacific region.
Marketing, distribution and administrative expenses increased $26.5, or
4%, as of March 31, 2000 over the comparable period of 1999 due to increases in
all regions excluding Europe, which remained level. Partially offsetting these
increases was a decrease in global expenses. Marketing, distribution and
administrative expenses decreased as a percentage of total revenue to 51.4%
from 53.2% primarily due to improved expense ratios in Brazil, Central Europe
and the Pacific region, primarily Japan, partially offset by higher ratios in
the United Kingdom, Venezuela and the North America region.
The first quarter 1999 results include a Special charge of $90.4 pretax
for the Company's Business Process Redesign program ("BPR")related to employee
severance benefits worldwide and the restructuring of operations in Western
Europe (see Note 9 of the Notes to Consolidated Financial Statements)and an
Asset impairment charge of $38.1 pretax related to the write off of an order
management software system (see Note 10 of the Notes to Consolidated Financial
Statements).
Interest expense of $19.9 increased $10.9 versus the comparable period of
1999, primarily as a result of increased domestic borrowings related to the
acceleration of the share repurchase program and working capital requirements.
Interest income of $1.8 decreased $1.4 as compared to the same period in
1999 primarily due to reduced interest rates in Brazil and Mexico during 2000.
15
AVON PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(In millions, except share data)
Other expense (income), net of $10.2 was $18.0 unfavorable to the
comparable period of 1999 mainly due to favorable foreign exchange in 1999
resulting from gains on Brazilian forward contracts.
Excluding the 1999 Special charge and Asset impairment charge, the
effective tax rate was 35.7% in the first quarter of 2000 versus 36.4% in the
first quarter of 1999, due to the earnings mix and tax rates of international
subsidiaries. The tax benefit of the special charges in 1999 was 22.1% due to
the mix of countries and tax jurisdictions incurring the charges.
The following discussion addresses net sales and operating profit by
reportable segment as presented in Note 11:
North America
Net sales increased 6% in the first quarter of 2000 over prior year. The
U.S business, which represents almost 90% of the North American segment,
reported a sales increase of 5% for the first three months of 2000. The
increase resulted from a 7%, 5% and 2% improvement in the number of units sold,
customers served and active Representatives, respectively. U.S. sales of
cosmetics, fragrance and toiletries ("CFT") grew 7% during the first quarter
reflecting double-digit increases in color cosmetics, due to the successful
launch of Glazewear and Nailwear. Personal care products also had double-digit
increases primarily due to Skin-So-Soft. Furthermore, sales of jewelry and
watches posted a 13% sales growth primarily due to the continued success of the
Pokemon watch and Power Beads. Partially offsetting these sales improvements
was a decline in the apparel category mainly due to a strategic shift in
product mix.
Operating profit in North America increased 2% (U.S. increased 5%) for the
first quarter of 2000 over the comparable period in 1999. This improvement is
primarily attributable to increased sales, as well as a higher gross margin in
the U.S. due to improved sourcing and competitive bidding, partially offset by
the success of lower margin items in the jewelry and watch segment. Operating
profit margin in North America declined .6 points primarily due to unfavorable
timing of expenses in Puerto Rico, and to a lesser extent an unfavorable
expense ratio in the U.S. driven by increased spending on advertising and
internet projects.
International
International U.S. dollar net sales for the first quarter of 2000
increased 9% compared to the same period in 1999. The international sales
improvement was a result of double-digit increases in the Pacific as well as a
mid single-digit increase in Europe and Latin America regions. Excluding the
effect of foreign currency exchange, international sales increased 13%.
The 21% sales improvement in the Pacific region was driven by significant
increases in units, orders and active Representatives, most significantly in
Japan and Taiwan. Sales in Japan have grown due to focus on customer reach
through advertising and customer offers and an outreach program consisting of
distributed flyers. Also, sales in Taiwan continued to increase due to a
recruitment and retention program which began in fourth quarter 1999. Local
currency sales in the Pacific region increased 16%.
16
AVON PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(In millions, except share data)
In Latin America, sales increased 7% in the first quarter of 2000 mainly
due to double-digit growth in Brazil, Mexico, Central America and Chile
partially offset by a decline in Venezuela. The sales increase in Brazil was
primarily driven by a higher average order. The increases in Mexico, Central
America and Chile were primarily due to improvements in orders, active
Representatives and customers. Mexico was also impacted by a favorable foreign
exchange. The sales decline in Venezuela resulted from the impact of floods in
late 1999 as well as a significant unfavorable exchange impact. Excluding the
impact of exchange, sales in Latin America increased 9%.
In Europe, sales increased 4% in the first quarter primarily due to growth
in the United Kingdom and Central Europe partially offset by a sales decline in
Germany. The sales improvement in the United Kingdom arose from strong
double-digit growth in average order size as well as increases in units and
customers served. The improvement in Central Europe, primarily Poland, resulted
from continued increases in active Representatives, units and customers served.
Poland's success reflects strong growth in the CFT category, increased
Representative retention and a change in the campaign cycle including a new
brochure every 4 weeks versus 6 weeks in the prior year. The sales decline in
Germany was primarily the result of a weak economic climate which negatively
impacted key business indicators. Excluding the impact of exchange, Europe
sales grew 17%, a 13 point variance from the dollar increase largely due to an
unfavorable exchange impact in Central Europe and Germany.
International operating profit increased 21% in the first quarter of 2000
compared to the same period in 1999.
Operating profit growth in the Pacific of 65% in the first quarter of
2000 resulted from the sales growth, discussed above, and operating margin
improvements in nearly all markets, most significantly in Japan, the
Philippines and China, partially offset by an operating margin decline in
Taiwan. Japan's expense ratio improved largely due to BPR efforts which
continue to generate significant savings across all expense areas. An
improvement in the gross margin in the Philippines was primarily due to an
improved sales mix, as well as lower costs for apparel products. China's gross
margin increase resulted from improved sales, including a shift in sales
channels to beauty counters and boutiques, as well as localization of raw
materials and a shift in mix to higher margin items. A gross margin decline in
Taiwan reflects increased costs resulting from the earthquake during 1999 as
well as the undersale of certain high-margin CFT products. Overall, the first
quarter operating margin in the Pacific was up 3.1 points versus the prior
year.
In Latin America, operating profit for the first quarter of 2000 increased
7% as compared to the same period in 1999. This operating profit improvement
resulted from the sales increases, discussed above, as well as operating profit
margin improvements in Mexico, Chile and Argentina, partially offset by an
operating profit margin decline in Venezuela. In Mexico, gross margin was
favorable due to savings resulting from global sourcing strategies, lower costs
resulting from vendor negotiations as well as a shift in mix to higher margin
CFT products. The expense ratio in Chile was favorable primarily due to sales
growth resulting from an improved economy. In Argentina, a gross margin
improvement was primarily due to lower overhead and material costs. Brazil's
operating profit margin was relatively level impacted by difficult prior year
comparisons. The operating expense ratio decline in Venezuela was primarily the
result of severe floods in late 1999. Increased bad debt, resulting from
collection difficulties, and higher distribution and transportation expenses
were direct results of the flooding.
17
AVON PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(In millions, except share data)
Operating profit in Europe increased 46% in the first quarter of 2000
primarily due to the sales increases, discussed above, as well as operating
profit margin improvements in Central Europe and Russia, partially offset by
margin declines in the United Kingdom and Germany. The improvement in Central
Europe, most significantly Poland, resulted from a sizeable reduction in
expenses, volume efficiencies and cost savings from BPR initiatives. In Russia,
the gross margin improved due to a favorable comparison against last year's
discount pricing policy, and the expense ratio was favorable due to stringent
expense controls on a higher sales base. The increased operating expense ratio
in the United Kingdom resulted from increased shipping and distribution costs
due to a decreased capacity of shipping lines during transition to a new
shipping system, as well as increased advertising, consumer motivation and
sampling activities to support strong sales growth. In Germany, depressed sales
due to weak economic conditions led to an increased expense ratio.
Global Expenses
Global expenses decreased 10% in the first quarter of 2000 over the same
period in 1999 primarily due to lower expenses related to the Company's
long-term incentive plan, coupled with the timing of global marketing expenses.
Liquidity and Capital Resources
Cash Flows
Excluding changes in debt, there was a net decrease in cash of $223.6 in
the first quarter of 2000 compared with a decrease of $202.9 in the comparable
period of 1999. The $20.7 variance resulted from higher net cash used by
operations which primarily reflects higher working capital levels which
included the payout of the long-term incentive plan in 2000, the timing of cash
payments, as well as increased inventory levels due to growing sales trends and
additional stock on hand to protect service levels. These uses of cash were
partially offset by lower repurchases of common stock, a favorable effect of
foreign currency exchange and decreased cash used for investing activities due
to the acquisition of a manufacturing facility in 1999.
During the first quarter of 2000, the Company purchased approximately
383,000 shares of common stock for $16.9 compared with $50.0 spent for the
repurchase of approximately 1,267,000 shares during the comparable period in
1999.
In October 1999, the Company's Board of Directors approved a significant
acceleration of the Company's share repurchase program. As of March 31, 2000,
the Company has substantially completed its current $1.1 billion buyback
program, which had been scheduled to run through 2001.
Capital Resources
Total debt increased $198.1 to $1,205.5 from $1,007.4 at December 31,
1999, principally due to working capital requirements and the payout of the
Company's long-term incentive plan. Total debt of $1,205.5 at March 31, 2000
was $709.6 higher than total debt of $495.9 at March 31, 1999, primarily due to
increased borrowings to fund the Company's share repurchase program. In
addition, at March 31, 2000 and December 31, 1999, other accrued liabilities
include approximately $104.9 and $106.4, respectively, related to securities
lending activities.
18
AVON PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(In millions, except share data)
At March 31, 2000, there were no borrowings under the amended and restated
revolving credit and competitive advance facility agreement. This agreement is
also used to support the Company's commercial paper borrowings of which $427.8
was outstanding at March 31, 2000.
At March 31, 2000, there were $8.0 of borrowings outstanding under
uncommitted lines of credit and there were no borrowings under the Company's
bankers' acceptance facilities.
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.
Working Capital
As of March 31, 2000 and December 31, 1999, current liabilities exceeded
current assets by $369.4 and $375.0, respectively. The decrease of current
liabilities over current assets of $5.6 was primarily due to an increase in net
inventories, primarily due to growing sales trends and additional stock on hand
to protect service levels, and a decrease in accrued compensation and accounts
payable reflecting the seasonal pattern of Avon's operations and the payout of
the cash component of the Company's three-year long-term incentive plan in
2000. The decrease of current liabilities over current assets was partially
offset by an increase in net debt (debt less cash and equivalents), discussed
in the Debt section above.
Although current liabilities exceeded current assets at March 31, 2000,
management believes this is due to the Company's direct selling business format
which results in lower receivable and working capital levels as well as the
Company's practice of repurchasing shares with available cash. Avon's liquidity
results from its ability to generate significant cash flows from operations and
its ample unused borrowing capacity. At March 31, 2000, the large excess of
current liabilities over current assets as well as the issuance of long-term
debt in 1999 reflect the aforementioned acceleration of the Company's share
repurchase program. These share repurchases resulted in a shareholders' deficit
balance at March 31, 2000 of $419.2. Avon's credit agreements do not contain
any provisions or requirements with respect to working capital.
Financial Instruments and Risk Management Strategies
The Company operates globally, with manufacturing and distribution
facilities in various locations around the world. The Company may reduce its
exposure to fluctuations in interest rates and foreign exchange rates by
creating offsetting positions through the use of derivative financial
instruments. The Company currently does not use derivative financial
instruments for trading or speculative purposes, nor is the Company a party to
leveraged derivatives.
The Company periodically uses interest rate swaps to hedge portions of
interest payable on its debt. In addition, the Company may periodically employ
interest rate caps to reduce exposure, if any, to increases in variable
interest rates.
19
AVON PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(In millions, except share data)
At March 31, 2000, the Company had a five-year interest rate swap
agreement with a notional amount of $50.0 to convert fixed interest on a
portion of the Company's $100 million bonds to a variable interest rate, based
on LIBOR. The Company also has five-year and ten-year interest rate swap
contracts with notional amounts of $200.0 and $300.0, respectively, to convert
fixed interest on the Company's $200.0 five-year notes and $300.0 ten-year
notes to a variable interest rate, based on commercial paper rates.
The Company may periodically hedge foreign currency royalties, net
investments in foreign subsidiaries, firm purchase commitments and contractual
foreign currency cash flows or obligations, including third-party or
intercompany foreign currency transactions. The Company regularly monitors its
foreign currency exposures and ensures that hedge contract amounts do not
exceed the amounts of the underlying exposures.
At March 31, 2000, the Company held foreign currency forward contracts with
notional amounts totaling $258.1 and option contracts with notional amounts
totaling $20.0 to hedge foreign currency items. All of these contracts have
maturities prior to December 31, 2000. Also outstanding at March 31, 2000 were
foreign currency forward contracts with notional amounts totaling $29.8 and
option contracts with notional amounts totaling $30.0 which do not qualify as
hedging transactions under the current accounting definitions and, accordingly,
have been marked to market. The mark-to-market adjustment at March 31, 2000 was
not material.
The Company has entered into forward contracts to purchase 2,078,200 shares
of Avon common stock at an average price of $37.24 per share as of March 31,
2000. The contracts mature over the next 1-1/2 years and provide for physical
or net share settlement to the Company. Accordingly, no adjustment for
subsequent changes in fair value have been recognized.
The Company attempts to minimize its credit exposure to counterparties by
entering into interest rate swap and cap and equity forward contracts only with
major international financial institutions with "A" or higher credit ratings as
issued by Standard & Poor's Corporation. The Company's foreign currency and
interest rate derivatives are comprised of forward contracts, swaps or options
with major international financial institutions. Although the Company's
theoretical credit risk is the replacement cost at the then estimated fair
value of these instruments, management believes that the risk of incurring
losses is remote and that such losses, if any, would not be material.
Euro
A single currency called the euro was introduced in Europe on January 1,
1999. Eleven of the fifteen member countries of the European Union adopted the
euro as their common legal currency on that date. Fixed conversion rates
between these participating countries' existing currencies (the "legacy
currencies") and the euro were established as of that date. The legacy
currencies are scheduled to remain legal tender as denominations of the euro
until June 30, 2002 after which they will be withdrawn from circulation. During
this transition period, parties may settle transactions using either the euro
or a participating country's legal currency. Beginning in January 2002, new
euro-denominated bills and coins will be issued.
Avon operating subsidiaries affected by the euro conversion have
established plans to address issues raised by the euro currency conversion.
These issues include, among others, the need to adapt information technology
systems, business processes and equipment to accommodate euro-denominated
transactions, the impact of one common
20
AVON PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(In millions, except share data)
currency on pricing and recalculating currency risk. Avon does not expect
system and equipment conversion costs to be material. Due to the numerous
uncertainties associated with the market impact of the euro conversion, the
Company cannot reasonably estimate the effects one common currency will have on
pricing and the resulting impact, if any, on results of operations, financial
condition or cash flows.
Year 2000
The Company has not experienced any disruptions to its normal operations
as a result of the transition into calendar year 2000. Thorough testing of
mission critical business processes was performed on January 1, 2000. The
Company also closely monitored its key business processes during the first few
months of 2000 in order to validate the data integrity of internal and external
system interfaces. Based on the Company's preparations prior to January 1, 2000
and the absence of any problems to date, no significant disruptions are
anticipated.
21
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, including, but not limited to, the
information set forth in "Other Information" herein. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, levels of activity, performance or
achievement of the Company, or industry results, to be materially different
from any future results, levels of activity, performance or achievement
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: general economic and business conditions; the
ability of the Company to implement its business strategy; the Company's access
to financing and its management of foreign currency risks, the Company's
ability to successfully identify new business opportunities; the Company's
ability to attract and retain key executives; the Company's ability to achieve
anticipated cost savings and profitability targets; changes in the industry;
competition; the effect of regulatory and legal restrictions imposed by foreign
governments; the effect of regulatory and legal proceedings and other factors
discussed in Item 1 of the Company's Form 10-K/A. As a result of the foregoing
and other factors, no assurance can be given as to the future results and
achievements of the Company. Neither the Company nor any other person assumes
responsibility for the accuracy and completeness of these statements.
22
AVON PRODUCTS, INC.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
(a) At the annual meeting of shareholders of Avon, held on May 4, 2000,
the matters described under (c) below were voted upon.
(c) Annual meeting votes:
Against Abstentions
or and Broker
For Withheld Non-Votes
----------- ---------- -----------
(1) To elect three directors to three-
year terms expiring in 2003 ...... 204,561,181 - 2,629,179
(2) To elect two directors to a one-
year term expiring in 2001 ...... 204,563,065 - 2,627,295
(3) To act upon a proposal to approve
the Avon Products, Inc., Year
2000 Stock Incentive Plan ....... 174,730,771 10,669,779 21,789,810
(4) To ratify the appointment of
PricewaterhouseCoopers LLP as
Avon's independent accountants
for 2000......................... 206,332,415 318,154 549,791
23
AVON PRODUCTS, INC.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
There are no exhibits.
(b) Reports on Form 8-K.
On February 2, 2000, the Company filed a Form 8K to announce its fourth
quarter and full year earnings for 1999.
24
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: August 12, 2002 By /s/ Janice Marolda
----------------------------------
Janice Marolda
Vice President,
Controller
Principal Accounting Officer
Signed both on behalf of the
registrant and as principal
accounting officer.
25