filings.toolsItem 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
**
(a) Financial Statements, Financial Statement Schedule and Exhibits
(1) (2) Financial statements and financial statement schedule filed as part of this report are listed on the accompanying Index to Financial Statements and Financial Statement Schedule.
(3) Exhibits filed as a part of this report are listed on the accompanying Exhibit Index. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K is identified as such on the Exhibit Index and incorporated herein by reference.
(b) The Exhibits required to be filed by Item 601 of Regulation S-K are set forth on the accompanying Exhibit Index and incorporated herein by reference.
(c) The financial statement schedules required by Regulation S-X, which are excluded from our 2013 Annual Report by Rule 14a-3(b)(1) and are required to be filed in this report, are set forth on the accompanying Index to Financial Statements and Financial Statement Schedule and incorporated herein by reference.
**SIGNATURES **
Pursuant to the requirements of Section 13 or 15(d) 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.
| AVERY DENNISON CORPORATION | ||||||
| By: | /s/ | Mitchell R. Butier | ||||
| Mitchell R. Butier Senior Vice President and Chief Financial Officer |
Dated: February 26, 2014
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and as of the dates indicated.
| Signature | Title | Date | ||||
| /s/ Dean A. Scarborough Dean A. Scarborough | Chairman, President and Chief Executive Officer | February 26, 2014 | ||||
| /s/ Mitchell R. Butier Mitchell R. Butier | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | February 26, 2014 | ||||
| /s/ Lori J. Bondar Lori J. Bondar | Vice President and Controller, and Chief Accounting Officer (Principal Accounting Officer) | February 26, 2014 |
**POWER OF ATTORNEY **
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Mitchell R. Butier and Susan C. Miller, and each of them, with full power of substitution, his or her true and lawful attorney-in-fact to act for him or her in any and all capacities, to sign this Annual Report on Form 10-K and any or all amendments or supplements thereto, and to file each of the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as he or she could do in person, hereby ratifying and confirming all that said attorneys-in-fact or substitutes, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and as of the dates indicated.
| Signature | Title | Date | ||||
| /s/ Bradley A. Alford Bradley A. Alford | Director | February 26, 2014 | ||||
| /s/ Anthony K. Anderson Anthony K. Anderson | Director | February 26, 2014 | ||||
| /s/ Peter K. Barker Peter K. Barker | Director | February 26, 2014 | ||||
| /s/ Rolf L. Börjesson Rolf L. Börjesson | Director | February 26, 2014 | ||||
| /s/ John T. Cardis John T. Cardis | Director | February 26, 2014 | ||||
| /s/ Ken C. Hicks Ken C. Hicks | Director | February 26, 2014 | ||||
| /s/ Charles H. Noski Charles H. Noski | Director | February 26, 2014 |
| Signature | Title | Date | ||||
| /s/ David E. I. Pyott David E. I. Pyott | Director | February 26, 2014 | ||||
| /s/ Patrick T. Siewert Patrick T. Siewert | Director | February 26, 2014 | ||||
| /s/ Julia A. Stewart Julia A. Stewart | Director | February 26, 2014 | ||||
| /s/ Martha N. Sullivan Martha N. Sullivan | Director | February 26, 2014 |
**AVERY DENNISON CORPORATION **
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
Data incorporated by reference from the attached portions of the 2013 Annual Report to Shareholders of Avery Dennison Corporation:
| Consolidated Financial Statements: | |||
| Consolidated Balance Sheets as of December 28, 2013 and December 29, 2012 | |||
| Consolidated Statements of Income for 2013, 2012 and 2011 | |||
| Consolidated Statements of Comprehensive Income for 2013, 2012 and 2011 | |||
| Consolidated Statements of Shareholders' Equity for 2013, 2012 and 2011 | |||
| Consolidated Statements of Cash Flows for 2013, 2012 and 2011 | |||
| Notes to Consolidated Financial Statements | |||
| Statement of Management Responsibility for Financial Statements and Management's Report on Internal Control Over Financial Reporting | |||
| Report of Independent Registered Public Accounting Firm |
Except for the Consolidated Financial Statements, Statement of Management Responsibility for Financial Statements and Management's Report on Internal Control Over Financial Reporting and the Report of Independent Registered Public Accounting Firm listed above, and certain information referred to in Items 1, 5, 6, 7, and 7A of this report that is expressly incorporated herein by reference, our 2013 Annual Report to Shareholders is not to be deemed "filed" as part of this report.
All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto.
S-1
**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENT SCHEDULE **
To the Board of Directors of Avery Dennison Corporation:
Our audits of the consolidated financial statements and of the effectiveness of internal control over financial reporting referred to in our report dated February 26, 2014 appearing in the 2013 Annual Report to Shareholders of Avery Dennison Corporation (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 15(a)(2) of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
| /s/ PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers LLP |
Los Angeles, California February 26, 2014
S-2
** SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(In millions) **
| Balance at Beginning of Year | Net Additions Charged to Costs and Expenses | Deductions From Reserves(a) | Balance at End of Year | ||||||||||
| 2013 | |||||||||||||
| Allowance for doubtful accounts | $ | 31.1 | $ | 5.1 | $ | (14.8 | ) | $ | 21.4 | ||||
| Allowance for sales returns | 13.7 | 11.2 | (14.7 | ) | 10.2 | ||||||||
| 2012 | |||||||||||||
| Allowance for doubtful accounts | 34.0 | 3.4 | (6.3 | ) | 31.1 | ||||||||
| Allowance for sales returns | 9.3 | 14.5 | (10.1 | ) | 13.7 | ||||||||
| 2011 | |||||||||||||
| Allowance for doubtful accounts | 38.9 | 6.3 | (11.2 | ) | 34.0 | ||||||||
| Allowance for sales returns | 12.5 | 10.5 | (13.7 | ) | 9.3 |
(a)
Deductions from reserves include currency translation adjustments for all periods, classification of OCP business balances (where applicable) to "held for sale" in 2011 and the sale of the DES business in 2013.
S-3
**CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM **
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (File Nos. 333-191228 and 333-169954) and Form S-8 (File Nos. 33-54411, 33-58921, 33-63979, 333-38707, 333-38709, 333-107370, 33-107371, 333-107372, 333-109814, 333-124495, 333-143897, 333-152508, 333-166832, 333-166836, 333-166837, and 333-181221) of Avery Dennison Corporation of our report dated February 26, 2014 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the Annual Report to Shareholders, which is incorporated in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated February 26, 2014 relating to the financial statement schedule, which appears in this Form 10-K.
| /s/ PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers LLP |
Los Angeles, California February 26, 2014
S-4
**AVERY DENNISON CORPORATION
EXHIBIT INDEX For the Year Ended December 28, 2013 **
| Exhibit No. | Exhibit Name | Originally Filed as Exhibit No. | Filing(1) | |||
| 2.1 | Purchase Agreement, dated as of January 29, 2013, by and among CCL Industries, Inc. ("CCL"), a corporation organized under the laws of Canada, those subsidiaries of CCL to be designated pursuant to Section 5.8 thereof, Registrant, and those subsidiaries of Registrant listed in Annex A thereof | 2.1 | Current Report on Form 8-K, filed January 30, 2013 | |||
| 2.2 | Amendment to Purchase Agreement, dated as of July 1, 2013, by and between Registrant and CCL | 2.1 | Current Report on Form 8-K, filed July 1, 2013 | |||
| 3.1(i) | Amended and Restated Certificate of Incorporation, as filed on April 28, 2011 with the Office of Delaware Secretary of State | 3.1 | Current Report on Form 8-K, filed April 28, 2011 | |||
| 3.1(ii) | Amended and Restated Bylaws, dated as of December 5, 2013 | 3.2 | Current Report on Form 8-K, filed December 6, 2013 | |||
| 4.1 | Indenture, dated as of March 15, 1991, between Registrant and Security Pacific National Bank, as Trustee (the "1991 Indenture") | 4.1 | Registration Statement on Form S-3 (File No. 33-39491), filed March 19, 1991 | |||
| 4.2 | First Supplemental Indenture, dated as of March 16, 1993, between Registrant and BankAmerica National Trust Company, as successor Trustee (the "Supplemental Indenture") | 4.4 | Registration Statement on Form S-3 (File No. 33-59642), filed March 17, 1993 | |||
| 4.3 | Officers' Certificate establishing a series of Securities entitled "Medium-Term Notes, Series C" under the 1991 Indenture, as amended by the Supplemental Indenture | 4.7 | Current Report on Form 8-K, filed May 12, 1995 | |||
| 4.4 | Officers' Certificate establishing a series of Securities entitled "Medium-Term Notes, Series D" under the 1991 Indenture, as amended by the Supplemental Indenture | 4.8 | Current Report on Form 8-K, filed December 16, 1996 |
i
| Exhibit No. | Exhibit Name | Originally Filed as Exhibit No. | Filing(1) | |||
| 4.5 | Indenture, dated as of July 3, 2001, between Registrant and Chase Manhattan Bank and Trust Company, National Association, as trustee ("2001 Indenture") | 4.1 | Registration Statement on Form S-3 (File No. 333-64558), filed July 3, 2001 | |||
| 4.6 | Officers' Certificate establishing two series of Securities entitled "4.875% Notes due 2013" and "6.000% Notes due 2033" under the 2001 Indenture | 4.2 | Current Report on Form 8-K, filed January 16, 2003 | |||
| 4.7 | 4.875% Notes Due 2013 | 4.3 | Current Report on Form 8-K, filed January 16, 2003 | |||
| 4.8 | 6.000% Notes Due 2033 | 4.4 | Current Report on Form 8-K, filed January 16, 2003 | |||
| 4.9 | Indenture, dated as of September 25, 2007, among Avery Dennison Office Products Company ("ADOPC"), Registrant and The Bank of New York Trust Company, N.A., as Trustee ("Bank of NY") | 99.1 | Current Report on Form 8-K, filed October 1, 2007 | |||
| 4.10 | 6.625% Guaranteed Notes due 2017 | 99.1 | Current Report on Form 8-K, filed October 1, 2007 | |||
| 4.11 | Indenture, dated as of November 20, 2007, between Registrant and Bank of NY | 4.2 | Current Report on Form 8-K, filed November 20, 2007 | |||
| 4.12 | First Supplemental Indenture, dated as of November 20, 2007, between Registrant and Bank of NY | 4.3 | Current Report on Form 8-K, filed November 20, 2007 | |||
| 4.13 | Remarketing Agreement, dated as of September 27, 2010, between Registrant and the Remarketing Agent named therein | 1.1 | Current Report on Form 8-K, filed November 15, 2010 | |||
| 4.14 | Second Supplemental Indenture, dated as of April 13, 2010, between Registrant and Bank of NY | 4.2 | Current Report on Form 8-K, filed April 13, 2010 | |||
| 4.15 | Form of 5.375% Senior Notes due 2020 | 4.3 | Current Report on Form 8-K, filed April 13, 2010 | |||
| 4.16 | Third Supplemental Indenture, dated as of April 8, 2013, between Registrant and Bank of NY | 4.2 | Current Report on Form 8-K, filed April 8, 2013 | |||
| 4.17 | Form of 3.35% Senior Notes due 2023 | 4.3 | Current Report on Form 8-K, filed April 8, 2013 |
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| Exhibit No. | Exhibit Name | Originally Filed as Exhibit No. | Filing(1) | |||
| 10.1 | Credit Agreement, dated as of February 8, 2008, among ADOPC, Registrant, Bank of America, N.A. and Banc of America Securities LLC and JP Morgan Securities Inc ("ADOPC Credit Agreement") | 10.2 | Quarterly Report on Form 10-Q, filed August 7, 2008 | |||
| 10.2 | Second Amendment to ADOPC Credit Agreement | 99.3 | Current Report on Form 8-K, filed January 27, 2009 | |||
| 10.3 | Second Amended and Restated Credit Agreement, dated as of December 22, 2011, by and among Registrant, Bank of America, N.A., Citibank, N.A. and JPMorgan Chase Bank, N.A. and the other lenders party thereto | 10.2.2 | Current Report on Form 8-K, filed December 23, 2011 | |||
| 10.4* | Deferred Compensation Plan for Directors | 10.3 | 1981 Annual Report on Form 10-K, filed February 29, 1982 | |||
| 10.5* | Executive Group Life Insurance Plan | 10.9 | 1982 Annual Report on Form 10-K, filed February 25, 1983 | |||
| 10.6* | Amended and Restated Supplemental Executive Retirement Plan ("SERP") | 10.11.1 | Quarterly Report on Form 10-Q, filed August 12, 2009 | |||
| 10.7* | Letter of Grant to D.A. Scarborough under SERP | 10.11.2.1 | Quarterly Report on Form 10-Q, filed August 12, 2009 | |||
| 10.8* | Letter Agreement with D.A. Scarborough regarding SERP benefits | 10.11.2.1 | Current Report on Form 8-K, filed December 15, 2010 | |||
| 10.9* | Complete Restatement and Amendment of Executive Deferred Compensation Plan | 10.12 | 1994 Annual Report on Form 10-K, filed March 30, 1995 | |||
| 10.10* | Amended and Restated Retirement Plan for Directors | 10.13.1 | 2002 Annual Report on Form 10-K, filed March 28, 2003 | |||
| 10.11* | Amended and Restated Director Equity Plan ("Director Plan") | 10.15.1 | Current Report on Form 8-K, filed December 11, 2008 | |||
| 10.12* | Form of Non-Employee Director Stock Option Agreement under Director Plan | 10.15.1 | 2003 Annual Report on Form 10-K, filed March 11, 2004 | |||
| 10.13* | Complete Restatement and Amendment of Executive Variable Deferred Compensation Plan ("EVDCP") | 10.16 | 1994 Annual Report on Form 10-K, filed March 30, 1995 | |||
| 10.14* | Amendment No. 1 to EVDCP | 10.16.1 | 1999 Annual Report on Form 10-K, filed March 30, 2000 |
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| Exhibit No. | Exhibit Name | Originally Filed as Exhibit No. | Filing(1) | |||
| 10.15* | Complete Restatement and Amendment of Directors Deferred Compensation Plan | 10.17 | 1994 Annual Report on Form 10-K, filed March 30, 1995 | |||
| 10.16* | Complete Restatement and Amendment of Directors Variable Deferred Compensation Plan ("DVDCP") | 10.18 | 1994 Annual Report on Form 10-K, filed March 30, 1995 | |||
| 10.17* | Amendment No. 1 to DVDCP | 10.18.1 | 1999 Annual Report on Form 10-K, filed March 30, 2000 | |||
| 10.18* | Amended and Restated 2005 Directors Variable Deferred Compensation Plan | 10.18.2 | Quarterly Report on Form 10-Q, filed May 10, 2011 | |||
| 10.19* | Amended and Restated Stock Option and Incentive Plan ("Equity Plan") | D | 2012 Proxy Statement on Schedule 14A, filed March 9, 2012 | |||
| 10.20* | Forms of NQSO Agreement under Equity Plan | 10.19.5 | 2007 Annual Report on Form 10-K, filed February 27, 2008 | |||
| 10.21* | Forms of Equity Awards under Equity Plan | 10.19.6 | Current Report on Form 8-K, filed April 30, 2008 | |||
| 10.22* | Forms of Equity Agreements under Equity Plan | 10.10.19.9 | Current Report on Form 8-K, filed December 11, 2008 | |||
| 10.23* | Additional Forms of Equity Agreements under Equity Plan | 10.19.10 | Current Report on Form 8-K/A, filed December 11, 2008 | |||
| 10.24* | Senior Executive Annual Incentive Plan | D | 2009 Proxy Statement on Schedule 14A, filed March 12, 2009 | |||
| 10.25* | Complete Restatement and Amendment of Executive Deferred Retirement Plan ("EDRP") | 10.28 | 1994 Annual Report on Form 10-K, filed March 30, 1995 | |||
| 10.26* | Amendment No. 1 to EDRP | 10.28.1 | 1999 Annual Report on Form 10-K, filed March 30, 2000 | |||
| 10.27* | Amendment No. 2 to EDRP | 10.28.2 | 2001 Annual Report on Form 10-K, filed March 4, 2002 | |||
| 10.28* | Executive Variable Deferred Retirement Plan, amended and restated ("EVDRP") | 10.31.5 | 2003 Annual Report on Form 10-K, filed March 11, 2004 | |||
| 10.29* | 2004 EVDRP | 4.1 | Registration Statement on Form S-8 (File No. 333-109814), filed October 20, 2003 | |||
| 10.30* | 2005 EVDRP, amended and restated | 10.1 | Quarterly Report on Form 10-Q, filed May 7, 2013 |
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| Exhibit No. | Exhibit Name | Originally Filed as Exhibit No. | Filing(1) | |||
| 10.31* | Benefits Restoration Plan, amended and restated ("BRP") | 10.32.1 | Current Report on Form 8-K/A, filed December 11, 2008 | |||
| 10.32* | First Amendment to BRP | 10.32.1 | 2010 Annual Report on Form 10-K, filed March 1, 2011 | |||
| 10.33* | Amended and Restated Capital Accumulation Plan ("CAP") | 10.34 | 1999 Annual Report on Form 10-K, filed March 30, 2000 | |||
| 10.34* | Amendment No. 1 to CAP | 10.34.2 | 1999 Annual Report on Form 10-K, filed March 30, 2000 | |||
| 10.35* | Key Executive Change of Control Severance Plan | 10.35 | Quarterly Report on Form 10-Q, filed May 10, 2011 | |||
| 10.36* | Executive Severance Plan | 10.36 | Quarterly Report on Form 10-Q, filed May 10, 2011 | |||
| 10.37* | Long-Term Incentive Unit Plan | 10.43 | 2012 Annual Report on Form 10-K, filed February 27, 2013 | |||
| 10.38*† | Form of Restricted Stock Unit Agreement | N/A | N/A | |||
| 10.39*† | Form of Performance Unit Agreement | N/A | N/A | |||
| 10.40*† | Form of Market-Leveraged Stock Unit Agreement | N/A | N/A | |||
| 10.41*† | Form of Long-Term Incentive Unit Agreement | N/A | N/A | |||
| 10.42*† | Form of Performance Long-Term Incentive Unit Agreement | N/A | N/A | |||
| 10.43*† | Form of Director Restricted Stock Unit Agreement | N/A | N/A | |||
| 10.44 | Purchase Agreement, dated as of December 21, 2011, by and among 3M Company, those subsidiaries of 3M to be designated pursuant to Section 5.8 thereof, Registrant, and those subsidiaries of Registrant listed on Annex A thereof | 2.1 | Current Report on Form 8-K, filed January 3, 2012 | |||
| 10.45 | Agreement to Terminate Purchase Agreement,dated as of October 3, 2012, by and between Registrant and 3M Company | 10.1 | Current Report on Form 8-K, filed October 5, 2012 | |||
| 10.46* | Letter Agreement with D.A. Nolan regarding international assignment | 10.1 | Quarterly Report on Form 10-Q, filed November 4, 2013 |
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| Exhibit No. | Exhibit Name | Originally Filed as Exhibit No. | Filing(1) | |||
| 12† | Computation of Ratio of Earnings to Fixed Charges | N/A | N/A | |||
| 13† | Portions of Annual Report to Stockholders for fiscal year ended December 28, 2013 | N/A | N/A | |||
| 21† | List of Subsidiaries | N/A | N/A | |||
| 23† | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (see page S-4) | N/A | N/A | |||
| 24† | Power of Attorney (see Signatures — Power of Attorney) | N/A | N/A | |||
| 31.1† | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | N/A | N/A | |||
| 31.2† | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | N/A | N/A | |||
| 32.1† | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | N/A | N/A | |||
| 32.2† | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | N/A | N/A | |||
| 101INS | XBRL Instance Filing | N/A | N/A | |||
| 101SCH | XBRL Extension Schema Filing | N/A | N/A | |||
| 101CAL | XBRL Extension Calculation Linkbase Filing | N/A | N/A | |||
| 101LAB | XBRL Extension Label Linkbase Filing | N/A | N/A | |||
| 101PRE | XBRL Extension Presentation Linkbase Filing | N/A | N/A | |||
| 101DEF | XBRL Extension Definition Linkbase Filing | N/A | N/A |
(1)
Unless otherwise noted, the File Number for all filings is File No. 1-7685.
Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 15(b) of Form 10-K.
†
Filed herewith.
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