Avon 2008 Annual Report Download

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The Avon Opportunity
Annual Report 2008
Dawn Parrino, Avon Independent Sales Representative

Table of contents

  • Page 1
    The Avon Opportunity A nnual Repor t 2008 Dawn Parrino, Avon Independent Sales Representative

  • Page 2
    " I was amazed. I was astonished. I just thought I would make a little bit of extra pocket money and here I was making a signifcant amount of money." - Dawn Parrino, Avon Independent Sales Representative

  • Page 3
    ... to report that Avon delivered another strong performance in 2008, despite the challenging economic conditions that affected all businesses, including ours, beginning late in the year. Full-year earnings per share in 2008 increased 69% compared with 2007. Full-year revenues reached a record $10...

  • Page 4
    ... the web-based tools available to help our Representatives manage their businesses. In fact today, 25 of our markets boast online ordering rates of 50% or more, with these numbers rising every day. To help fund these investments, over the past three years we have dramatically transformed our cost...

  • Page 5
    ...Avon earning opportunity at career fairs and on internet job sites, as well as more prominent focus on Avon's own internet home page and in our brochure, which is one of the highest circulation publications in the world. In addition to Representative recruiting, in 2009 we will ensure that our sales...

  • Page 6
    ... business, just as we have always done -- opening new doors and bringing new Representatives and customers into our store. We will build on our progress with our turnaround, our advantaged business model and our 123 years of experience as one of the most admired and successful companies in the world...

  • Page 7
    ... quarter) was $15.3 billion. The number of shares of Common Stock (par value $.25) outstanding at January 31, 2009, was 426,348,493. Documents Incorporated by Reference Parts II and III - Portions of the registrant's Proxy Statement relating to the 2009 Annual Meeting of Shareholders. AVON 2008 1

  • Page 8

  • Page 9
    ..., Executive Officers and Corporate Governance 40 15 (a) 1 Consolidated Financial Statements 16 Item 1B Unresolved Staff Comments 36 Item 7A Quantitative and Qualitative Disclosures About Market Risk 39 Item 11 Executive Compensation 40 15 (a) 2 Financial Statement Schedule 16 Item 2 Properties...

  • Page 10

  • Page 11
    ... schedules we expect) from our global business strategy, including our multi-year restructuring initiatives, product mix and pricing strategies, enterprise resource planning, customer service initiatives, product line simplification program, sales and operation planning process, strategic sourcing...

  • Page 12
    ... direct selling. Our reportable segments are based on geographic operations in six regions: Latin America; North America; Central & Eastern Europe; Western Europe, Middle East & Africa; Asia Pacific; and China. We also centrally manage Brand Marketing, Supply Chain and Sales organizations. Financial...

  • Page 13
    ... and Marketing Sales promotion and sales development activities are directed at assisting Representatives, through sales aids such as brochures, product samples and demonstration products. In order to support the efforts of Representatives to reach new customers, specially designed sales aids...

  • Page 14
    ...significant investments to understand the financial return of such field incentives. Periodic sales meetings with Representatives are conducted by the District Sales Managers or Zone Managers. The meetings are designed to keep Representatives abreast of product line changes, explain sales techniques...

  • Page 15
    ... Contouring Eye System, Bond Girl fragrance, Pro-to-Go Lipstick, Anew Ultimate Age Repair Elixir, Supershock Mascara, Ultra Color Rich Plumping Lipstick, U by Ungaro fragrances and Anew Rejuvenate Eye. The amounts incurred on research activities relating to the development of new products and...

  • Page 16
    ... cash management, tax, foreign currency hedging and risk management strategies; • implement our Sales Leadership program globally, recruit Representatives, enhance the Representative experience and increase their productivity through investments in the direct selling channel; • reach new...

  • Page 17
    ... purchases of beauty and related products generally, or reducing purchases from Representatives or buying beauty and related products in channels other than in direct selling, this could reduce our sales and have a material adverse effect on our business, financial condition and AVON 2008 11

  • Page 18
    ...of business, in both the domestic and international markets. Worldwide, we compete against products sold to consumers by other direct-selling and direct-sales companies and through the Internet, and against products sold through the mass market and prestige retail channels. Within the direct selling...

  • Page 19
    ... we do not successfully manage the timing of new product introductions or the profitability of these efforts, or if for other reasons our Representatives or end customers perceive competitors' products as having greater appeal, then our sales and financial results may suffer. exchange rates, we may...

  • Page 20
    ... to support financial reporting, an enterprise resource planning system which we are implementing on a worldwide basis, and an internal communication and data transfer network. We also employ information technology systems to support Representatives in many of our markets, including electronic order...

  • Page 21
    ... offerings. Furthermore, material shifts or decreases in market demand for our products, including as a result of changes in consumer spending patterns and preferences, could result in us carrying inventory that cannot be sold at anticipated prices or increased product returns by our Representatives...

  • Page 22
    ... properties worldwide consist of manufacturing facilities for the production of CFT products, distribution centers where offices are located and where finished merchandise is packed and shipped to Representatives in fulfillment of their orders, and one principal research and development facility...

  • Page 23
    ... New York Stock Exchange and trades under the AVP ticker symbol. At December 31, 2008, there were approximately 17,773 record holders of Avon's Common Stock. We believe that there are many additional shareholders who are not "shareholders of record" but who beneficially own and vote shares through...

  • Page 24
    ... Proxy Statement for the 2009 Annual Meeting of Shareholders. Issuer Purchases of Equity Securities The following table provides information with respect to our purchases of Avon Common Stock during the fourth quarter of 2008: Total Number of Shares Purchased as Part of Publicly Announced Programs...

  • Page 25
    ..." and our Consolidated Financial Statements and related Notes. 2008 Income Data Total revenue Operating profit (1) Net income Diluted earnings per share Cash dividends per share Balance Sheet Data Total assets Debt maturing within one year Long-term debt Total debt Shareholders' equity (1) 2007...

  • Page 26
    ...to reduce non-strategic spending during 2009. We will also continue our strategies of investing in advertising and our Representatives. OVERVIEW We are a global manufacturer and marketer of beauty and related products. Our business is conducted worldwide, primarily in the direct selling channel. We...

  • Page 27
    ... optimum discount structures in select markets; • Continuing the roll-out of our Sales Leadership Program, which offers Representatives an enhanced career opportunity; • Strategically examining the fee structure and brochure costs to enhance Representative economics; Product Line Simplification...

  • Page 28
    ... as shipping and handling costs and bonuses to our employees in the sales organization, and also excludes consumer and strategic investments that are included in selling, general and administrative expenses, such as advertising, RVP, research and development and brochure costs. Strategic Sourcing...

  • Page 29
    ... free samples. This indicator is equal to the number of days of historical cost of sales covered by the inventory balance at the end of the period. Change in Units Inventory Days CRITICAL ACCOUNTING ESTIMATES We believe the accounting policies described below represent our critical accounting...

  • Page 30
    ...directly from Avon and may or may not sell them to an end user. In general, the Representative, an independent contractor, remits a payment to Avon each sales campaign, which relates to the prior campaign cycle. The Representative is generally precluded from submitting an order for the current sales...

  • Page 31
    ... of pension, postretirement and postemployment costs are dependent upon the use of assumptions, including discount rates, expected return on plan assets, interest cost, health care cost trend rates, benefits earned, mortality rates, the number of associate retirements, the number of associates...

  • Page 32
    ... Consolidated Financial Statements. RESULTS OF OPERATIONS - CONSOLIDATED Favorable (Unfavorable) %/Point Change 2008 Total revenue Cost of sales Selling, general and administrative expenses Operating profit Interest expense Interest income Other expense, net Net income Diluted earnings per share...

  • Page 33
    ...impact of foreign exchange on product cost in Europe. 2007 included incremental inventory obsolescence charges of $167.3 related to our PLS program. Obsolescence expense for 2008 also benefited by approximately $13 from changes in estimates to our disposition plan under our PLS program. Gross margin...

  • Page 34
    ...among other things, costs related to our executive and administrative offices, information technology, research and development, and marketing. Certain planned global expenses are allocated to our business segments primarily based on planned revenue. The unallocated costs remain as global and other...

  • Page 35
    ... impact of higher revenue, lower costs to implement restructuring initiatives, which positively impacted operating margin by .8 point, savings associated with position eliminations resulting from restructuring initiatives, and the recognition of unclaimed sales-related tax credits. AVON 2008 29

  • Page 36
    .... These benefits to operating margin were partially offset by higher inventory obsolescence expense, higher spending on advertising and RVP, and costs related to the implementation of an enterprise resource planning system. 2008 Total revenue Operating profit Operating margin Units sold Active...

  • Page 37
    ...and the impact of unfavorable foreign exchange on product cost. Central & Eastern Europe - 2007 Compared to 2006 %/Point Change 2007 Total revenue Operating profit Operating margin Units sold Active Representatives 2006 US$ Local Currency 10% (12)% (4.3) 6% 13% Total revenue increased for 2008 due...

  • Page 38
    ...Revenue in the Philippines for 2007 increased almost 30%, driven by substantial growth in Active Representatives, supported by RVP initiatives, including the roll-out of the Sales Leadership program nationwide, and investments in recruiting advertising, as well as favorable foreign exchange. Revenue...

  • Page 39
    ... a higher share of sales from new Representatives. At the same time that we have been building on direct selling, we have seen ordering activity levels maintained by our beauty boutiques as they continue to engage in direct selling by servicing our Representatives. Additionally, the number of beauty...

  • Page 40
    ..., reflecting the impact of foreign exchange, partially offset by business growth and revenue declines in North America. New inventory life cycle management processes leveraged with initiatives such as PLS, SSI, ERP implementation and the Sales and Operations Planning process are expected to improve...

  • Page 41
    ...credit facility is based on LIBOR or on the higher of prime or 1⁄ 2% plus the federal funds rate. The credit facility has an annual fee of $.7, payable quarterly, based on our current credit ratings. The credit facility contains various covenants, including a financial covenant which requires Avon...

  • Page 42
    ... Avon and a corresponding ratings downgrade to below investment grade. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The overall objective of our financial risk management program is to reduce the potential negative effects from changes in foreign exchange and interest rates...

  • Page 43
    ... level. Disclosure controls and procedures are designed to ensure that information relating to Avon (including our consolidated subsidiaries) required to be disclosed by us in the reports we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified...

  • Page 44
    ... reporting. Based on the evaluation we conducted, management has concluded that no such changes have occurred. We are implementing an enterprise resource planning ("ERP") system on a worldwide basis, which is expected to improve the efficiency of our supply chain and financial transaction processes...

  • Page 45
    ... AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS This information is incorporated by reference to the "Equity Compensation Plan Information" and "Ownership of Shares" sections of Avon's Proxy Statement for the 2009 Annual Meeting of Shareholders. Code of Business Conduct and Ethics Avon's Board...

  • Page 46
    ... which the 4.800% Notes due 2013 are issued (incorporated by reference to Exhibit 4.1 to Avon's Current Report on Form 8-K filed on March 4, 2008). Second Supplemental Indenture, dated as of March 3, 2008, between Avon Products, Inc. and Deutsche Bank Trust Company Americas, as Trustee, pursuant to...

  • Page 47
    ... Company's Proxy Statement as filed with the Commission on March 27, 2000 in connection with Avon's 2000 Annual Meeting of Shareholders). Amendment of the Avon Products, Inc. Year 2000 Stock Incentive Plan, effective January 1, 2002 (incorporated by reference to Exhibit 10.17 to Avon's Annual Report...

  • Page 48
    ... March 27, 2003 in connection with Avon's 2003 Annual Meeting of Shareholders). Avon Products, Inc. 2008-2012 Executive Incentive Plan (incorporated by reference to Exhibit 10.1 to Avon's Current Report on Form 8-K filed on March 11, 2008). Benefit Restoration Pension Plan of Avon Products, Inc., as...

  • Page 49
    ... No. 2 to Loan Agreement, dated August 21, 2008, by and between Avon Products, Inc. and The Bank of TokyoMitsubishi UFJ, Ltd. (incorporated by reference to Exhibit 10.1 to Avon's Current Report on Form 8-K filed on August 26, 2008). Supplemental Life Plan of Avon Products, Inc., amended and restated...

  • Page 50
    ...of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 20th day of February 2009. Avon Products, Inc. /s/ Simon N. R. Harford Simon N. R. Harford Group Vice President and Corporate Controller - Principal Accounting Officer

  • Page 51
    ... Date * Andrea Jung Chairman of the Board and Chief Executive Officer - Principal Executive Officer February 20, 2009 * Charles W. Cramb Vice Chairman, Chief Finance and Strategy Officer - Principal Financial Officer February 20, 2009 * Simon N. R. Harford Group Vice President and Corporate...

  • Page 52
    [THIS PAGE INTENTIONALLY LEFT BLANK]

  • Page 53
    ...Statements: Financial Statement Schedule: F-2 Report of Independent Registered Public Accounting Firm F-3 Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2008 F-37 Schedule II - Valuation and Qualifying Accounts F-4 Consolidated Balance Sheets...

  • Page 54
    ... financial statements, in 2007 the Company changed the manner in which it accounts for uncertain tax positions. In 2006, the Company changed the manner in which it accounts for pension and other postretirement benefit plans. A company's internal control over financial reporting is a process designed...

  • Page 55
    CONSOLIDATED STATEMENTS OF INCOME (In millions, except per share data) Years ended December 31 Net sales Other revenue Total revenue Costs, expenses and other: Cost of sales Selling, general and administrative expenses Operating profit Interest expense Interest income Other expense, net Total other...

  • Page 56
    ... Total assets Liabilities and Shareholders' Equity Current liabilities Debt maturing within one year Accounts payable Accrued compensation Other accrued liabilities Sales and taxes other than income Income taxes Total current liabilities Long-term debt Employee benefit plans Long-term income taxes...

  • Page 57
    ... for obsolescence Share-based compensation Foreign exchange losses (gains) Deferred income taxes Asset write-off restructuring charges Other Changes in assets and liabilities: Accounts receivable Inventories Prepaid expenses and other Accounts payable and accrued liabilities Income and other...

  • Page 58
    ... and prior service cost arising during 2008, net of taxes of $119.4 Net derivative losses on cash flow hedges, net of taxes of $5.1 Total comprehensive income Dividends - $.80 per share Exercise / vesting and expense of share-based compensation Repurchase of common stock Income tax benefits - stock...

  • Page 59
    ... "Avon," "Company," "we," "our" or "us" mean Avon Products, Inc. We are a global manufacturer and marketer of beauty and related products. Our business is conducted worldwide primarily in one channel, direct selling. We manage our operations based on geographic operations and our reportable segments...

  • Page 60
    ... useful life of the asset. Upon disposal of property, plant and equipment, the cost of the assets and the related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in earnings. Costs associated with repair and maintenance activities are expensed as...

  • Page 61
    ... Research and development costs include all costs related to the design and development of new products such as salaries and benefits, supplies and materials and facilities costs. Earnings per Share We compute basic earnings per share ("EPS") by dividing net income by the weighted-average number...

  • Page 62
    ... 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109, ("FIN 48"). See Note 6, Income Taxes, for additional information. Effective December 31, 2006, we adopted SFAS No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans - an...

  • Page 63
    ..."). The net proceeds from the offering of $496.3 were used to repay outstanding indebtedness under our commercial paper program and for general corporate purposes. The carrying value of the 2013 Notes represents the $250.0 principal amount, net of the unamortized discount to face value of $.8 at...

  • Page 64
    ... plus the federal funds rate. The credit facility has an annual fee of $.7, payable quarterly, based on our current credit ratings. The credit facility contains various covenants, including a financial covenant which requires Avon's interest coverage ratio (determined in relation to our consolidated...

  • Page 65
    ... Asset revaluations Restructuring initiatives Employee benefit plans Foreign operating loss carryforwards Postemployment benefits Capitalized expenses Minimum tax credit carryforwards Foreign tax credit carryforwards All other Valuation allowance Total deferred tax assets Deferred tax liabilities...

  • Page 66
    ... 2010, and foreign tax credit carryforwards of $93.9 that will expire between 2016 and 2018. 2008 United States Foreign Total $ 2007 2006 $ (33.5) 737.0 $703.5 (19.2) $ (31.6) 1,257.5 827.7 $796.1 Uncertain Tax Positions Effective January 1, 2007, we adopted Financial Accounting Standards Board...

  • Page 67
    ... Statements of Income. NOTE 7. Financial Instruments and Risk Management We operate globally, with manufacturing and distribution facilities in various locations around the world. We may reduce our exposure to fluctuations in cash flows associated with changes in interest rates and foreign exchange...

  • Page 68
    ... term over which we were hedging foreign exchange exposures to the variability of cash flows for all forecasted transactions was 12 months. As of December 31, 2008, we expect to reclassify $27.2, net of taxes, of net losses on derivative instruments designated as cash flow hedges from AOCI to...

  • Page 69
    ...as the price that would be received to sell an asset or paid to The available-for-sale securities are held in a trust in order to fund future benefit payments for non-qualified retirement plans (see Note 11, Employee Benefit Plans). As of December 31, 2008, we have recorded a net unrealized loss of...

  • Page 70
    ... Long-term debt, net of related discount or premium Foreign exchange forward contracts Interest-rate swap and treasury lock agreements 2007 Fair Carrying Value Amount Fair Value stock units and performance unit awards. Under the 2005 Plan, the maximum number of shares that may be awarded is 31,000...

  • Page 71
    ... cost is expected to be recognized over a weightedaverage period of 1.6 years. We recognize expense on stock options using a graded vesting method, which recognizes the associated expense based on the timing of option vesting dates. Cash proceeds, tax benefits, and intrinsic value related to total...

  • Page 72
    ...in cash, which were then used by the PSA to purchase Avon shares in the open market. such health care benefits is shared by us and our retirees for employees hired on or before January 1, 2005. Employees hired after January 1, 2005, will pay the full cost of the health care benefits upon retirement...

  • Page 73
    ... at end of year Amount Recognized in Balance Sheet: Other assets Accrued compensation Employee benefit plans liability Net amount recognized Pretax Amounts Recognized in Accumulated Other Comprehensive Loss: Net actuarial loss Prior service credit Transition obligation Total pretax amount recognized...

  • Page 74
    .... We believe we have adequate investments and cash flows to fund the liabilities associated with the unfunded non-qualified plans. Components of Net Periodic Benefit Cost and Other Amounts Recognized in Other Comprehensive Income Pension Benefits U.S. Plans Non-U.S. Plans 2006 $ 25.8 48.4 (54...

  • Page 75
    ... net cost recorded in the Consolidated Statements of Income for the years ended December 31 were as follows: Pension Benefits U.S. Plans Non-U.S. Plans 2006 5.50% 6.00 8.00 Postretirement Benefits 2006 5.01% 3.14 6.97 2008 Discount rate Rate of compensation increase Rate of return on assets...

  • Page 76
    ... Pension Plan of Avon Products, Inc. under which non-qualified supplemental pension benefits are paid to higher paid employees in addition to amounts received under our qualified retirement plan, which is subject to IRS limitations on covered compensation. The annual cost of these programs...

  • Page 77
    ...Gross Unrealized Unrealized Market Cost Gains Losses Value 2008 Fixed-income portfolio Corporate-owned life insurance policies Cash and cash equivalents Total $16.3 40.2 4.7 $61.2 2007 $16.0 37.8 11.0 $64.8 Additionally, we have assets that may be used for other benefit payments. These assets are...

  • Page 78
    ...information technology, research and development, and marketing. We allocate certain planned global expenses to our business segments primarily based on planned revenue. The unallocated costs remain as global expenses. We do not allocate to our segments income taxes, foreign exchange gains or losses...

  • Page 79
    ... jewelry, watches, apparel, footwear and accessories. Home includes gift and decorative products, housewares, entertainment and leisure, children's and nutritional products. Other revenue primarily includes shipping and handling fees billed to Representatives. (3) $187.2 $172.1 $159.6 (4) Total...

  • Page 80
    ... the following: • charges of $43.2 for employee-related costs, including severance, pension and other termination benefits, asset impairment charges and cumulative foreign currency translation charges previously recorded directly to shareholders' equity; • charges of $8.4 for inventory write-off...

  • Page 81
    ... majority of the cash payments made during 2007. In connection with initiatives that have been approved to date, we recorded total costs to implement in 2007 of $158.3, and the costs consisted of the following: • charges of $118.0 for employee-related costs, including severance, pension and other...

  • Page 82
    ... $ $ Non-cash write-offs associated with employee-related costs are the result of settlement, curtailment and special termination benefit charges for pension plans and postretirement due to the initiatives implemented. Inventory write-offs relate to exited businesses. The following table presents...

  • Page 83
    ... financial position, results of operations or cash flows is correspondingly remote. Kendall v. Employees' Retirement Plan of Avon Products and the Retirement Board is a purported class action commenced in April 2003 in the United States District Court for the Southern District of New York...

  • Page 84
    ... District of New York (Master File Number 05-CV-06803) under the caption In re Avon Products, Inc. ERISA Litigation naming Avon, certain officers, Avon's Retirement Board and others. The consolidated action purports to be brought on behalf of the Avon Products, Inc. Personal Savings Account Plan...

  • Page 85
    ... operations or financial position. Various other lawsuits and claims, arising in the ordinary course of business or related to businesses previously sold, are pending or threatened against Avon. In management's opinion, based on its review of the information available at this time, the total cost of...

  • Page 86
    ... Assets Customer relationships Licensing agreements Noncompete agreements Total Aggregate Amortization Expense: 2008 2007 2006 Estimated Amortization Expense: 2009 2010 2011 2012 2013 $38.4 42.4 7.4 $88.2 $16.4 16.4 19.5 $14.0 2.0 2.0 2.0 2.0 NOTE 17. Supplemental Balance Sheet Information At...

  • Page 87
    ... in selling, general and administrative expenses, respectively. Second quarter 2008 includes benefits of approximately $13, from changes in estimates to our disposition policy under our Product Line Simplifications ("PLS") program. First, second, third and fourth quarter 2007 include costs to...

  • Page 88
    ... annual dividend rate is $.84 per share. In February 2009, we announced a new restructuring program under our multi-year turnaround plan. The restructuring initiatives under the new program are expected to focus on restructuring our global supply chain operations, realigning certain local business...

  • Page 89
    ... at Beginning of Period Charged to Costs and Expenses Charged to Revenue Balance at End of Period (In millions) Description Deductions 2008 Allowance for doubtful accounts receivable Allowance for sales returns Allowance for inventory obsolescence Deferred tax asset valuation allowance $109...

  • Page 90
    ... and Eastern Europe Srdjan Mijuskovic Senior Vice President, Global Sales John F. Owen Senior Vice President, Global Supply Chain Kim K. W. Rucker Senior Vice President, General Counsel and Corporate Secretary Corporate Information Avon Products, Inc. 1345 Avenue of the Americas New York, NY 10105...

  • Page 91
    ... of Directors 1. Andrea Jung Chairman and Chief Executive Officer 2. W. Don Cornwell Chairman and Chief Executive Officer, Granite Broadcasting Corporation 3. Edward T. Fogarty Former Chairman, President and Chief Executive Officer, Tambrands, Inc. 4. V. Ann Hailey Chief Financial Officer Gilt...

  • Page 92
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