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Cover and table of contents

10-K 1 a2230940z10-k.htm 10-K

2016 10-K

**UNITED STATES SECURITIES AND EXCHANGE COMMISSION **WASHINGTON, DC 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

Commission file number 1-7685

**AVERY DENNISON CORPORATION **(Exact Name of Registrant as Specified in Its Charter)

Delaware95-1492269
(State of Incorporation)(I.R.S. Employer Identification No.)
**207 Goode Avenue Glendale, California **(Address of Principal Executive Offices)**91203 **_(Zip Code) _

Registrant's telephone number, including area code: (626) 304-2000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassName of each exchange on which registered
Common stock, $1 par valueNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: Not applicable.

Indicate by a check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by a check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No þ

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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þAccelerated filer o Non-accelerated filer o (do not check if a smaller reporting company)Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The aggregate market value of voting and non-voting common equity held by non-affiliates as of July 2, 2016, the last business day of the registrant's most recently completed second fiscal quarter, was $6,414,034,778.

Number of shares of common stock, $1 par value, outstanding as of January 28, 2017, the end of the registrant's most recent fiscal month: 88,123,603.

The following documents are incorporated by reference into the Parts of this Form 10-K below indicated:

DocumentIncorporated by reference into:
Portions of Annual Report to Shareholders for fiscal year ended December 31, 2016Parts I, II
Portions of Definitive Proxy Statement for Annual Meeting of Stockholders to be held on April 27, 2017Parts III, IV

** AVERY DENNISON CORPORATION**

FISCAL YEAR 2016 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

Page
PART I
Item 1.Business1
Item 1A.Risk Factors5
Item 1B.Unresolved Staff Comments18
Item 2.Properties18
Item 3.Legal Proceedings18
Item 4.Mine Safety Disclosures19
PART II
Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities20
Item 6.Selected Financial Data20
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations20
Item 7A.Quantitative and Qualitative Disclosures About Market Risk20
Item 8Financial Statements and Supplementary Data21
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure21
Item 9A.Controls and Procedures21
Item 9B.Other Information21
PART III
Item 10.Directors, Executive Officers, and Corporate Governance22
Item 11.Executive Compensation24
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters24
Item 13.Certain Relationships and Related Transactions, and Director Independence24
Item 14.Principal Accounting Fees and Services24
PART IV
Item 15.Exhibits, Financial Statement Schedules25
Signatures26
Power of Attorney27

**PART I **

Next: Item 1. BUSINESS