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These excerpts taken from the AVY 10-K filed Feb 25, 2009. PART I
Avery Dennison Corporation (“Avery Dennison,” the
“Company,” “Registrant,” “Issuer,”
which may be referred to as “we” or “us”)
was incorporated in 1977 in the state of Delaware as Avery
International Corporation, the successor corporation to a
California corporation of the same name, which was incorporated
in 1946. In 1990, the Company merged one of its subsidiaries
into Dennison Manufacturing Company (“Dennison”), as a
result of which Dennison became a wholly-owned subsidiary of the
Company, and in connection with which Company’s name was
changed to Avery Dennison Corporation. Our homepage on the
internet is www.averydennison.com and you can learn more about
us by visiting our Web site. Our Web site address provided in
this annual report on
Form 10-K
is not intended to function as a hyperlink and the information
on our Web site is not and should not be considered part of this
report and is not incorporated by reference in this document.
Our businesses include the production of pressure-sensitive
materials, office products and a variety of tickets, tags,
labels and other converted products. Some pressure-sensitive
materials are sold to label printers and converters that
“convert” the materials into labels and other products
through embossing, printing, stamping and die-cutting. Some are
sold by us in converted form as printable media, tapes and
reflective sheeting. We also manufacture and sell a variety of
office products and other converted products and other items not
involving pressure-sensitive components, such as binders,
organizing systems, markers, fasteners, business forms, as well
as tickets, tags, radio-frequency identification
(“RFID”) inlays, and imprinting equipment for retail
and apparel manufacturers.
A pressure-sensitive, or self-adhesive, material is one that
adheres to a surface by press-on contact. It generally consists
of four elements: a face material, which may be paper, metal
foil, plastic film or fabric; an adhesive, which may be
permanent or removable; a release coating; and a backing
material to protect the adhesive against premature contact with
other surfaces, and which can also serve as the carrier for
supporting and dispensing individual labels. When the products
are to be used, the release coating and protective backing are
removed, exposing the adhesive, and the label or other face
material is pressed or rolled into place.
Because self-adhesive materials are easy to apply without the
need for adhesive activation, the use of self-adhesive materials
often provides cost savings compared with other materials that
require heat- or moisture-activated adhesives. Self-adhesive
materials also provide consistent and versatile adhesion and are
available in a large selection of materials in nearly any size,
shape and color.
Our reporting segments are:
In addition to our reporting segments, we have other specialty
converting businesses comprised of several businesses that
produce specialty tapes and highly engineered labels including
RFID inlays and labels, and other converted products.
Although our segment structure remained the same as reported in
the prior year, in 2008, we transferred a business from our
other specialty converting businesses to Retail Information
Services to align with a change in our internal reporting
structure. Prior year amounts included herein have been
reclassified to conform to the current year presentation.
On June 15, 2007, we completed the acquisition of Paxar
Corporation (“Paxar”), a global leader in retail tag,
ticketing, and branding systems. The Paxar operations are
included in the Company’s Retail Information Services
segment. In accordance with the terms of the acquisition
agreement, each outstanding share of Paxar common stock was
converted into the right to receive $30.50 in cash. See Retail
Information Services Segment below for further information.
On April 1, 2008, we completed the acquisition of DM Label
Group (“DM Label”), a manufacturer of labels, tags and
tickets for retail and apparel applications, including woven
labels. DM Label operations are included in the
Table of Contents
Company’s Retail Information Services segment. Since the
acquisition, the impact of this acquisition on our revenues was
approximately $36 million.
In 2008, the Pressure-sensitive Materials segment contributed
approximately 54% of our total sales, while the Retail
Information Services and Office and Consumer Products segments
contributed approximately 23% and 14%, respectively, of our
total sales.
In 2008, international operations constituted a significant
portion of our business and represented approximately 65% of our
sales. We expanded our operations, focusing particularly on
Asia, Latin America and Eastern Europe. As of December 27,
2008, we operated approximately 200 manufacturing and
distribution facilities located in over 60 countries, and
employed approximately 36,000 persons worldwide.
We are subject to certain risks referred to in Item 1A,
“Risk Factors,” and Item 3, “Legal
Proceedings,” below, including those normally attending
international and domestic operations, such as changes in
economic or political conditions, currency fluctuations,
exchange control regulations and the effect of international
relations and domestic affairs of foreign countries on the
conduct of business, legal proceedings, and the availability and
pricing of raw materials.
Except as set forth below, no single customer represented 10% or
more of our net sales or trade receivables at year end 2008 and
2007. However, our ten largest customers at year end 2008
represented approximately 13% of trade accounts receivable and
consisted of five customers of our Office and Consumer Products
segment, four customers of our Pressure-sensitive Materials
segment and one customer of both these segments. The financial
position and operations of these customers are monitored on an
ongoing basis (see “Critical Accounting Policies and
Estimates” of Item 7, “Management’s
Discussion and Analysis of Results of Operations and Financial
Condition”). United States export sales are not a
significant part of our business. Backlogs are not considered
material in the industries in which we compete.
PART II
(a) (b) The information called for by this item
appears on pages 20 and 77 of our 2008 Annual Report to
Shareholders and under the Equity Compensation Plan Information
table in the 2009 Proxy Statement. The information on
page 77 and under the Equity Compensation Plan Information
table in the 2009 Proxy Statement called for by this item are
incorporated herein by reference. The information on
page 20 of our 2008 Annual Report to Shareholders is not
being incorporated herein by reference.
(c) Purchases of Equity Securities by Issuer
On October 26, 2006, the Board of Directors authorized the
repurchase of an additional 5 million shares of the
Company’s outstanding common stock. This authorization
increased the total shares authorized for repurchase to
approximately 7.4 million. Repurchased shares may be
reissued under the Company’s stock option and incentive
plans or used for other corporate purposes.
The Company did not repurchase any registered equity securities
in the fourth fiscal quarter of 2008.
Selected financial data for each of the Company’s last five
fiscal years appears on page 19 of our 2008 Annual Report
to Shareholders and is incorporated herein by reference.
Table of Contents
PART III
The information concerning directors called for by this item is
incorporated by reference in the 2009 Proxy Statement, filed
with the SEC pursuant to Regulation 14A within
120 days of the end of the fiscal year covered by this
report. Information concerning executive officers called for by
this item appears in Part I of this report. The information
concerning any late filings under Section 16(a) of the
Securities Exchange Act of 1934, as amended, is incorporated by
reference in the 2009 Proxy Statement.
We have adopted a Code of Ethics (the “Code”). The
Code applies to our Chief Executive Officer, Chief Financial
Officer, Corporate Vice President, Global Finance, and Corporate
Controller. Our Code is available on the Company’s Web
site, www.averydennison.com, in the “Investors”
section. We will satisfy disclosure requirements under
Item 5.05 of
Form 8-K
regarding any amendment to, or waiver from, any provision of the
Code that applies to these officers disclosing the nature of
such amendment or waiver on our Web site or in a current report
on
Form 8-K.
Our Code of Ethics and Business Conduct, which applies to our
directors and employees, is also available on our Web site in
the “Investors” section. The Company’s Web
site address provided above is not intended to function as a
hyperlink, and the contents of the Web site are not a part of
this
Form 10-K,
nor are they incorporated by reference herein.
The information called for by Items 11, 12, 13 and 14 is
incorporated by reference in the 2009 Proxy Statement, filed
with the Securities and Exchange Commission pursuant to
Regulation 14A within 120 days of the end of the
fiscal year covered by this report.
Table of Contents
PART IV
(1) (2) Financial statements and financial statement
schedule filed as part of this report are listed in the
accompanying Index to Financial Statements and Financial
Statement Schedule.
(3) Exhibits filed as a part of this report are listed in
the Exhibit Index, which follows the financial statements and
schedules referred to above. Each management contract or
compensatory plan or arrangement required to be filed as an
exhibit to this
Form 10-K
pursuant to Item 15(c) is identified in the
Exhibit Index.
(b) Those Exhibits and the Index thereto, required to be
filed by Item 601 of
Regulation S-K,
are attached hereto.
(c) Those financial statement schedules required by
Regulation S-X,
which are excluded from the Company’s 2008 Annual Report by
Rule 14a-3(b)(1)
and which are required to be filed as a financial statement
schedule to this report, are indicated in the accompanying Index
to Financial Statements and Financial Statement Schedule.
Table of Contents
This excerpt taken from the AVY 10-K filed Feb 27, 2008. PART IV
(a) Financial Statements, Financial Statement Schedule and
Exhibits
(1) (2) Financial statements and financial statement
schedule filed as part of this report are listed in the
accompanying Index to Financial Statements and Financial
Statement Schedule.
(3) Exhibits filed as a part of this report are listed in
the Exhibit Index, which follows the financial statements and
schedules referred to above. Each management contract or
compensatory plan or arrangement required to be filed as an
exhibit to this
Form 10-K
pursuant to Item 15(c) is identified in the
Exhibit Index.
(b) Those Exhibits and the Index thereto, required to be
filed by Item 601 of
Regulation S-K,
are attached hereto.
(c) Those financial statement schedules required by
Regulation S-X,
which are excluded from the Company’s 2007 Annual Report by
Rule 14a-3(b)(1)
and which are required to be filed as a financial statement
schedule to this report, are indicated in the accompanying Index
to Financial Statements and Financial Statement Schedule.
Table of Contents
This excerpt taken from the AVY 10-K filed Mar 17, 2005.
(a) Financial Statements, Financial Statement Schedule and Exhibits
(1) (2) Financial statements and financial statement schedule filed as part of this report are listed in the accompanying Index to Financial Statements and Financial Statement Schedule.
(3) Exhibits filed as a part of this report are listed in the Exhibit Index, which follows the financial statements and schedules referred to above. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 15(c) is identified in the Exhibit Index.
(b) Those Exhibits and the Index thereto, required to be filed by Item 601 of Regulation S-K, are attached hereto.
(c) Those financial statement schedules required by Regulation S-X, which are excluded from the Company’s 2004 Annual Report by Rule 14a-3(b)(1) and which are required to be filed as financial statement schedule to this report, are indicated in the accompanying Index to Financial Statements and Financial Statement Schedule.
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