-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MX1A11tiHejnMyfE+5azmLY+yEpx68V08Oh5Y5oRfetz44r7Nc7whi2YhPuHzKFa PWFPzvDvLczg35g9fRlzgg== 0000950103-03-001475.txt : 20030630 0000950103-03-001475.hdr.sgml : 20030630 20030630170039 ACCESSION NUMBER: 0000950103-03-001475 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVON PRODUCTS INC CENTRAL INDEX KEY: 0000008868 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 130544597 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04881 FILM NUMBER: 03765141 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 9149352588 MAIL ADDRESS: STREET 1: PECK & MIDLAND AVE STREET 2: PECK & MIDLAND AVE CITY: RYE STATE: NY ZIP: 10580 11-K 1 jun3003_11k-pr.htm AVON 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM 11-K

(Mark One)

x  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

OR

o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the transition period from _____ to _____

Commission file number 1-4881



Avon Puerto Rico Associates’ Savings Plan
1345 Avenue of the Americas, New York, N.Y. 10105-0196
(Full title and address of the plan)

AVON PRODUCTS, INC.
1345 AVENUE OF THE AMERICAS, NEW YORK, N.Y. 10105-0196
(Name of issuer of the securities held pursuant to the plan and address of its principal executive office.)





SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the management committee for the Avon Puerto Rico Associates’ Savings Plan, having administrative responsibility of the Plan, has duly caused this annual report to be signed by the undersigned thereunto duly authorized.

    Avon Puerto Rico Associates’ Savings Plan
   
    (Name of Plan)
     
     
Date: June 30, 2003   By /s/ ROBERT J. CORTI
   
    Robert J. Corti
    Executive Vice President and Chief Financial Officer





INDEX TO EXHIBITS

The following exhibits are being filed with this Annual Report on Form 11-K:

Exhibit

(23) CONSENT OF EXPERTS AND COUNSEL
   
23.1 Consent of PricewaterhouseCoopers LLP
   
(99) ADDITIONAL EXHIBITS
   
99.1 Audited Financial Statements of Avon Puerto Rico Associates’ Savings Plan as of December 31, 2002 and 2001 and for the year ended December 31, 2002
   
99.2 Certification of the Chairman of The Retirement Board of Avon Products, Inc. in accordance with Section 906 of the Sarbanes-Oxley Act of 2002



EX-23.1 3 jun3003_ex2301.htm Exhibit 23.1

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Reg. Nos. 33-43820, 33-47209, 33-65989 and 33-65998) of Avon Products, Inc. of our report dated June 27, 2003 relating to the financial statements of the Avon Puerto Rico Associates’ Savings Plan which appears in this Form 11-K.

PricewaterhouseCoopers LLP

New York, NY
June 30, 2003


EX-99.1 4 jun3003_ex9901.htm EXHIBIT 99.1

Exhibit 99.1



Avon Puerto Rico
Associates’ Savings Plan

Financial Statements and Supplemental Schedule
December 31, 2002 and 2001






Avon Puerto Rico Associates’ Savings Plan
Contents
December 31, 2002 and 2001

  Pages  
     
Report of Independent Auditors 1  
     
Financial Statements    
     
Statements of Net Assets Available for Benefits 2  
     
Statement of Changes in Net Assets Available for Benefits 3  
     
Notes to Financial Statements 4–9  
     
Supplemental Schedule*    
     
Schedule H, Line 4i –Schedule of Assets (Held at End of Year) 10  

*Other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations have been omitted because they are not applicable.






Report of Independent Auditors

To the Retirement Board of Avon Products, Inc.,
Fiduciary of the Avon Puerto Rico Associates’ Savings Plan and
Plan Participants of The Avon Puerto Rico Associates’ Savings Plan:

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Avon Puerto Rico Associates’ Savings Plan (the "Plan") at December 31, 2002, and the changes in its net assets available for benefits for the year ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The financial statements of the Plan as of December 31, 2001 were audited by other independent auditors whose report, dated June 28, 2002, expressed an unqualified opinion on those statements.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

PricewaterhouseCoopers LLP

New York, NY
June 27, 2002

1






Avon Puerto Rico Associates’ Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2002 and 2001



(in thousands of dollars) 2002   2001  
         
Assets            
Investments, at fair value (Notes 3 and 4)            
   Common stock of Avon Products, Inc. $ 1,691   $ 4,632  
   Mutual funds   2,968     1,741  
 

 

 
    4,659     6,373  
Investments, at contract value            
   Participant loans   362     937  
 

 

 
      Total investments   5,021     7,310  
 

 

 
Cash and cash equivalents   37     144  
Due from broker   15     -  
Participant contributions receivable   -     23  
Employer contribution receivable   -     5  
 

 

 
      Total assets   52     172  
 

 

 
      Net assets available for benefits $ 5,073   $ 7,482  
 

 

 

The accompanying notes are an integral part of these financial statements.

2






Avon Puerto Rico Associates’ Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2002



(in thousands of dollars)      
       
Additions      
Investment income      
   Net appreciation in fair value of investments $ 632  
   Dividends 44  
   Interest 97  
 
 
      Total investment income 773  
 
 
Contributions    
   Participants 185  
   Employer 37  
 
 
      Total contributions 222  
 
 
      Total additions 995  
 
 
Deductions      
Participant withdrawals   3,390  
Administrative expenses   14  
 

 
      Total deductions   3,404  
 

 
      Net decrease   (2,409)  
Net assets available for benefits      
Beginning of year   7,482  
 

 
End of year $ 5,073  
 

 

The accompanying notes are an integral part of these financial statements.

3






Avon Puerto Rico Associates’ Savings Plan
Notes to Financial Statements
December 31, 2002 and 2001


1. Summary of Plan

The following description of the Avon Puerto Rico Associates’ Savings Plan (the “Plan”) provides only general information. Participants in the Plan should refer to the Plan document for more complete information.

Effective April 10, 2002, Avon ceased operations in Lomalinda. A small group of employees remained until December 2002. Benefits will continue to accumulate for employees during their severance period. After December 2004, the Plan will become a frozen plan and no additional contributions will be made. Participants will continue to be able to direct or withdraw their remaining investment balances in accordance with Plan provisions.

General
The Plan is a defined contribution plan covering all full-time employees of Avon Lomalinda, Inc. (“Avon”) from the first day of the month following their date of hire. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

Contributions
Participants may contribute into the Plan from 1% to 10% of qualified compensation, as defined by the Plan, through payroll deductions. A participant can contribute on a before-tax basis, an after-tax basis, or a combination thereof.

Avon matches contributions in an amount equal to 25% of participant’s qualified contributions (defined by the Plan as a maximum of 6% of base salary contributed by the participant). These matching contributions are made in cash, which is then used to purchase shares of Avon Products, Inc. in the open market.

In accordance with the provisions of Section 1165(e) of the Puerto Rico Internal Revenue Code of 1994, as amended (the “PR Code”), the limit on the amount a participant can contribute in 2002 on a before-tax basis is the lesser of 10% of the participant’s compensation or $8,000 reduced by any contribution made to an individual retirement account.

Rollover contributions are assets transferred to the Plan by participants who receive distributions from other qualified plans (i.e., tax-qualified rollovers, pension, profit-sharing or savings plan). These contributions are accepted subject to the consent of Avon Products, Inc., the administrator of the Plan (the “Plan Administrator”). Any such rollovers will become part of the participant’s account but will not be entitled to any employer matching contribution.

Participant Accounts
Each account is credited with the participant’s contribution and an allocation of Avon’s contribution and Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

4






Avon Puerto Rico Associates’ Savings Plan
Notes to Financial Statements
December 31, 2002 and 2001


Investments

Each participant may direct the investment of all contributions to any one or a combination (in multiples of 1%) of the following funds:

Fidelity Overseas Fund
This fund invests primarily in common stocks of foreign issuers. It seeks to achieve long-term growth of capital.

Fidelity Blue Chip Growth Fund
This fund invests primarily in common stocks of large blue-chip U.S. companies. The objective of this fund is greater long-term earnings growth than the average company in the S&P 500.

Fidelity U.S. Bond Index Fund
This fund invests primarily in domestic bonds with varying maturity dates. It seeks to achieve a conservative return of income as well as the preservation of capital.

Fidelity Retirement Money Market Fund
This fund invests primarily in short-term securities of U.S. based institutions. It seeks to achieve a modest return of income, as well as the preservation of capital.

Spartan U.S. Equity Index Fund
This fund invests primarily in equity securities of medium to large size U.S. based companies.

Fidelity Small Cap Independence Fund
This fund invests primarily in common stocks of domestic and foreign issuers, with small market capitalization. The objective is capital appreciation.

Stock Fund of Avon Products, Inc.
This fund is invested in the common stock of Avon Products, Inc.

In addition to the seven investment fund options, there is a Stock Grant Account that is comprised of common stock of Avon Products, Inc. and is used to hold the net assets of a former Stock Grant Diversification Program and Avon’s matching stock contributions. The Stock Grant Account is not an investment option for participants in the Savings Plan.

Pending investment or distribution, any portion of the investment funds may be held in cash, short-term obligations of the United States Government or other types of short-term investments, including commercial paper. In addition, all or any part of the funds may be held in a pooled fund maintained by the Trustee, together with the assets of other trusts established under deferred compensation plans qualified under Section 401(a) of the Internal Revenue Code (the “Code”).

Vesting and Forfeitures
Participants are fully vested in participant and rollover contributions in their accounts and earnings thereon. Participants are vested in Company matching contributions upon the completion of 24 months of participation in the Plan. Contributions made to the Stock Grant Program prior to January 1, 1992 and earnings thereon are fully vested. Forfeitures are used to reduce future employer contributions. For the year ended December 31, 2002, there were no forfeited nonvested Avon contributions used to reduce employer contributions.

5






Avon Puerto Rico Associates’ Savings Plan
Notes to Financial Statements
December 31, 2002 and 2001


Withdrawals
Upon termination, participants receive the vested portion of their account balances as soon as practicable after termination. Terminated participants who have an account balance in excess of $5,000 may elect to leave account balances in the Plan and withdraw it at any time up to age 65.

Participant Loans
The Plan provides that participants may apply for a loan collateralized by their account. To be eligible, a participant must have participated in the Plan for at least 12 months prior to the loan application, and must not have another loan outstanding from their account.

The maximum amount of any loan to an individual is one half of the current value of the vested balance of the participant’s account in the Plan up to $50,000. The minimum loan amount is $1,000, and interest is charged at one percent above prime rate. Once determined, the interest rate is fixed for the duration of the loan. Repayment periods generally range from one to five years, with a ten-year maximum for loans used in connection with the purchase of a principal residence. Loan repayments are made through payroll deductions with principal and interest being credited to the participant’s accounts. Repayment of the entire balance is permitted at any time.

2. Summary of Significant Accounting Policies

Basis of Presentation
The accompanying financial statements have been prepared on an accrual basis and present the net assets available for plan benefits and changes in those net assets.

Use of Estimates
The preparation of the Plan’s financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan Administrator to make estimates and assumptions that affect the reported amounts of assets, liabilities, changes therein, and disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Risks and Uncertainties
The Plan offers a number of investment options including the Stock Fund of Avon Products, Inc. and a variety of mutual funds. The mutual funds include U.S. equities, international equities, and fixed income securities. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risk. Due to the level of risk associated with certain investment securities, it is reasonable to expect that changes in the values of investment securities will occur in the near term and that such changes could materially affect participant account balances.

The Plan's exposure to a concentration of credit risk is limited by the diversification of investments across all participant-directed fund elections. Additionally, the investments within each participant-directed fund election are further diversified into varied financial instruments, with the exception of the Stock Fund of Avon Products, Inc., which invests in securities of a single issuer.

Valuation of Investments
Investments in the common stock of Avon Products, Inc. are valued at quoted market prices. Investments in mutual funds are valued at quoted market prices, which represent the net asset value as calculated by the investment managers. Participant loans are valued at cost, which approximates

6






Avon Puerto Rico Associates’ Savings Plan
Notes to Financial Statements
December 31, 2002 and 2001


fair value. The net depreciation/appreciation in the fair value of investments consists of the net realized gains and losses on the disposal of investments and the unrealized appreciation/depreciation of the market value for the investments remaining in the Plan.

Purchases and sales of securities are recorded on the trade date and gains or losses on disposition are based on average cost. Dividend income is recorded on the ex-dividend date. Interest is recorded when earned.

Participant Withdrawals
Participant withdrawals are recorded when paid.

Administrative Expenses
Administrative expenses, including Trustee and recordkeeping expenses, are paid by the Plan and by Avon. Audit fees and certain other administrative fees are paid by Avon Products, Inc. Each fund bears its own applicable expenses for investment management fees.

3. Investments

The following presents investments that represent 5% or more of the Plan’s net assets at December 31, 2002 and 2001:

(in thousands of dollars) 2002   2001  
         
Common stock of Avon Products, Inc.            
   Participant-directed, 14,847 shares and            
      37,380 shares, respectively $ 800   $ 1,738  
   Non participant-directed, 16,549 shares and            
      and 62,230 shares, respectively   891     2,894  
Spartan U.S. Equity Index Fund   -     503  
Fidelity Blue Chip Growth Fund   -     444  
Fidelity Retirement Money Market Fund   2,208     390  
Fidelity U.S. Bond Index Fund   -     381  

During the year ended December 31, 2002, the Plan’s investments (including investments bought, sold and held during the year) (depreciated) appreciated in value as follows:

(in thousands of dollars)      
       
Mutual funds $ (145 )
Common stock of Avon Products, Inc.   777  
 

 
  $ 632  
 

 

7






Avon Puerto Rico Associates’ Savings Plan
Notes to Financial Statements
December 31, 2002 and 2001


4. Non Participant-Directed Investments

Information about the net assets and the significant components of the changes in net assets relating to the non participant-directed investments is as follows at December 31, 2002 and 2001:

(in thousands of dollars) 2002   2001  
         
Common stock of Avon Products, Inc. $ 891   $ 2,894  
Cash and cash equivalents   19     86  
Due from broker   9     -  
Employer contribution receivable   -     5  
 

 

 
  $ 919   $ 2,985  
 

 

 
(in thousands of dollars)            
             
Changes in net assets            
   Employer contributions       $ 37  
   Net appreciation in fair value of investments         506  
   Dividends and interest         26  
   Participant withdrawals         (434)  
   Transfers to participant-directed investments         (2,196)  
   Administrative expenses         (5)  
       

 
        $ (2,066)  
       

 

5. Related Party Transactions

Certain Plan assets are invested in shares of mutual funds that are managed by Fidelity Investments. Fidelity Trust Company is the trustee as defined by the Plan, an affiliate of Fidelity Investments and therefore these transactions qualify as party-in-interest transactions.

6. Plan Termination

Avon intends to continue the Plan indefinitely, but reserves the right to amend, suspend, or discontinue the Plan in whole, or in part, at any time by action of the Board of Directors. Upon termination of the Plan, a participant would receive the full value of his or her share in the funds, including full vesting of all employer’s contributions.

7. Tax Status

The Plan obtained its latest determination letter on May 1, 1993 in which the Puerto Rico Department of the Treasury stated that the Plan was in compliance with the applicable requirements of the Income Tax Act of 1954, as amended. Accordingly, no provision for income taxes has been reflected in the accompanying financial statements. The Plan Administrator and the Plan’s tax counsel believe that the Plan is designed and is currently in compliance with the applicable requirements of the Puerto Rico Department of the Treasury.

8






Avon Puerto Rico Associates’ Savings Plan
Notes to Financial Statements
December 31, 2002 and 2001


The operation of the Plan, including the obligation of the employer to make matching contributions, is expressly conditioned upon the initial and continued qualification of the Plan and any amendments under the PR Code, the continued deductibility under Section 404 of the Income Tax Act of 1954, as amended, of the employer’s contributions and upon continued exemption of the trust under Section 501(a) of the Code.

9






Avon Puerto Rico Associates’ Savings Plan
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2002



  Identity of Issuer Description     Cost   Current
Value
 
                   
* Avon Products, Inc. Common stock; 31,396 shares,              
    cost at $968,066   $ 968,066   $ 1,691,303  
       

 

 
  Total common stocks       968,066     1,691,303  
       

 

 
* (Fidelity) Spartan U.S. Equity Index Fund Mutual funds, 6,028 shares     **     187,791  
* Fidelity Blue Chip Growth Fund Mutual funds, 7,988 shares     **     249,092  
* Fidelity U.S. Bond Index Fund Mutual funds, 27,656 shares     **     310,856  
* Fidelity Retirement Money Market Fund Mutual funds, 2,207,973 shares     **     2,207,973  
* Fidelity Overseas Fund Mutual funds, 435 shares     **     9,582  
* Fidelity Small Cap Independence Fund Mutual funds, 211 shares     **     2,808  
       

 

 
  Total mutual funds       -     2,968,102  
       

 

 
* Participant loans 55 loans at interest rates of 9.25%     362,282     362,282  
       

 

 
  Total     $ 1,330,348   $ 5,021,687  
       

 

 
                   
*Party-in-interest as defined by ERISA.                
**Cost information is not required for participant-directed funds.              

10




EX-99.2 5 jun3003_ex9902.htm jun3003_ex9902

Exhibit 99.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of the Avon Puerto Rico Associates’ Savings Plan (the “Plan”) on Form 11-K for the year ended December 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dennis Ling, Chairman of The Retirement Board of Avon Products, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

          (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

          (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan.

Because the Plan is not a corporate issuer, the statements in paragraph (2) above (which are in the form required by 18 U.S.C. Section 1350) are intended to refer to the financial condition of the Plan at December 31, 2002, and the changes in net assets of the Plan for the year ended December 31, 2002.

This statement is being furnished as an exhibit to the Report and should not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 nor should it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 unless this statement is expressly and specifically incorporated by reference therein. A signed original of this written statement required by Section 906 has been provided to Avon Products, Inc. on behalf of the Plan and will be retained by Avon Products, Inc. on behalf of the Plan and furnished to the Securities and Exchange Commission or its staff upon request.

June 30, 2003 /s/ Dennis Ling
 
  Dennis Ling
  Chairman,
  The Retirement Board of Avon Products, Inc.
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