Item 16. FORM 10-K SUMMARY
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Item 16. FORM 10-K SUMMARY
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None.
**AVERY DENNISON CORPORATION
INDEX TO FINANCIAL STATEMENTS **
Data incorporated by reference from the attached portions of the 2017 Annual Report to Shareholders of Avery Dennison Corporation:
| Consolidated Financial Statements: | |||
| Consolidated Balance Sheets as of December 30, 2017 and December 31, 2016 | |||
| Consolidated Statements of Income for 2017, 2016 and 2015 | |||
| Consolidated Statements of Comprehensive Income for 2017, 2016 and 2015 | |||
| Consolidated Statements of Shareholders' Equity for 2017, 2016 and 2015 | |||
| Consolidated Statements of Cash Flows for 2017, 2016 and 2015 | |||
| 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, Management's Report on Internal Control Over Financial Reporting and 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 2017 Annual Report to Shareholders is not to be deemed "filed" as part of this report.
**AVERY DENNISON CORPORATION
EXHIBIT INDEX
For the Year Ended December 30, 2017 **
| Exhibit No. | Exhibit Name | Originally Filed as Exhibit No. | Filing(1) | |||
| 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 29, 2011 | |||
| 3.1(ii)† | Amended and Restated Bylaws, effective as of December 7, 2017 | 3.1(ii) | Current Report on Form 8-K, filed December 8, 2017 | |||
| 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 | 4.1 | 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 | 4.1 | Current Report on Form 8-K, filed December 16, 1996 | |||
| 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 | 6.000% Notes Due 2033 | 4.4 | Current Report on Form 8-K, filed January 16, 2003 |
| Exhibit No. | Exhibit Name | Originally Filed as Exhibit No. | Filing(1) | |||
| 10.3 | Fourth Amended and Restated Credit Agreement, dated as of November 8, 2017, by and among Registrant, Bank of America, N.A., Citibank, N.A. and JPMorgan Chase Bank, N.A. and the other lenders party thereto | 10.1 | Current Report on Form 8-K, filed November 9, 2017 | |||
| 10.4* | Deferred Compensation Plan for Directors | 10.3 | 1981 Annual Report on Form 10-K, filed February 29, 1982 | |||
| 10.5* | Amended and Restated Supplemental Executive Retirement Plan ("SERP") | 10.11.1 | Quarterly Report on Form 10-Q, filed August 12, 2009 | |||
| 10.6* | Letter of Grant to D.A. Scarborough under SERP | 10.11.2.1 | Quarterly Report on Form 10-Q, filed August 12, 2009 | |||
| 10.7* | Letter Agreement with D.A. Scarborough regarding SERP benefits | 10.11.2.1 | Current Report on Form 8-K, filed December 15, 2010 | |||
| 10.8* | Complete Restatement and Amendment of Executive Deferred Compensation Plan | 10.12 | 1994 Annual Report on Form 10-K, filed March 30, 1995 | |||
| 10.9* | Amended and Restated Retirement Plan for Directors | 10.13.1 | 2002 Annual Report on Form 10-K, filed March 28, 2003 | |||
| 10.10* | Amended and Restated Director Equity Plan ("Director Plan") | 10.15.1 | Current Report on Form 8-K, filed December 11, 2008 | |||
| 10.11* | 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 | |||
| 10.12* | Complete Restatement and Amendment of Executive Variable Deferred Compensation Plan ("EVDCP") | 10.16 | 1994 Annual Report on Form 10-K, filed March 30, 1995 | |||
| 10.13* | Amendment No. 1 to EVDCP | 10.16.1 | 1999 Annual Report on Form 10-K, filed March 30, 2000 | |||
| 10.14* | Complete Restatement and Amendment of Directors Deferred Compensation Plan | 10.17 | 1994 Annual Report on Form 10-K, filed March 30, 1995 | |||
| 10.15* | Amended and Restated 2005 Directors Variable Deferred Compensation Plan | 10.18.2 | Quarterly Report on Form 10-Q, filed May 10, 2011 | |||
| 10.16* | Amended and Restated Stock Option and Incentive Plan ("Equity Plan") | A | 2012 Proxy Statement on Schedule 14A, filed March 9, 2012 |
| Exhibit No. | Exhibit Name | Originally Filed as Exhibit No. | Filing(1) | |||
| 10.17 | First Amendment to Equity Plan | 10.20 | 2014 Annual Report on Form 10-K, filed February 25, 2015 | |||
| 10.18* | 2017 Incentive Award Plan ("2017 Plan") | B | 2018 Proxy Statement on Schedule 14A, filed March 10, 2017 | |||
| 10.19* | Senior Executive Annual Incentive Plan | A | 2014 Proxy Statement on Schedule 14A, filed March 7, 2014 | |||
| 10.20* | Annual Incentive Plan | 10.26 | 2014 Annual Report on Form 10-K, filed February 25, 2015 | |||
| 10.21* | Complete Restatement and Amendment of Executive Deferred Retirement Plan ("EDRP") | 10.28 | 1994 Annual Report on Form 10-K, filed March 30, 1995 | |||
| 10.22* | Amendment No. 1 to EDRP | 10.28.1 | 1999 Annual Report on Form 10-K, filed March 30, 2000 | |||
| 10.23* | Amendment No. 2 to EDRP | 10.28.2 | 2001 Annual Report on Form 10-K, filed March 4, 2002 | |||
| 10.24* | 2005 Executive Variable Deferred Retirement Plan, amended and restated | 10.1 | Quarterly Report on Form 10-Q, filed May 7, 2013 | |||
| 10.25* | Benefit Restoration Plan, amended and restated ("BRP") | 10.32.1 | Current Report on Form 8-K/A, filed December 11, 2008 | |||
| 10.26* | First Amendment to BRP | 10.32.1 | 2010 Annual Report on Form 10-K, filed February 28, 2011 | |||
| 10.27* | Amended and Restated Capital Accumulation Plan ("CAP") | 10.34 | 1999 Annual Report on Form 10-K, filed March 30, 2000 | |||
| 10.28* | Amendment No. 1 to CAP | 10.34.2 | 1999 Annual Report on Form 10-K, filed March 30, 2000 | |||
| 10.29*† | Amended and Restated Key Executive Change of Control Severance Plan | N/A | N/A | |||
| 10.30*† | Amended and Restated Executive Severance Plan | N/A | N/A | |||
| 10.31*† | Form of Executive Severance Agreement | N/A | N/A | |||
| 10.32* | Long-Term Incentive Unit Plan ("LTI Unit Plan") | 10.43 | 2012 Annual Report on Form 10-K, filed February 27, 2013 | |||
| 10.33* | Form of Restricted Stock Unit Agreement under Equity Plan | 10.38 | 2013 Annual Report on Form 10-K, filed February 26, 2014 | |||
| 10.34* | Form of Performance Unit Agreement under Equity Plan | 10.39 | 2013 Annual Report on Form 10-K, filed February 26, 2014 |
| Exhibit No. | Exhibit Name | Originally Filed as Exhibit No. | Filing(1) | |||
| 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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This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. 1350, and is not being filed for purposes of Section 18 of the Exchange Act and is not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act, are deemed not filed for purposes of Section 18 of the Exchange Act and otherwise are not subject to liability under those sections.
**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/ | Gregory S. Lovins | ||||
| Gregory S. Lovins Senior Vice President and Chief Financial Officer |
Dated: February 21, 2018
**POWER OF ATTORNEY **
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Gregory S. Lovins 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/ Mitchell R. Butier Mitchell R. Butier | President, Chief Executive Officer, and Director | February 21, 2018 | ||||
| /s/ Gregory S. Lovins Gregory S. Lovins | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | February 21, 2018 | ||||
| /s/ Lori J. Bondar Lori J. Bondar | Vice President, Controller, and Chief Accounting Officer (Principal Accounting Officer) | February 21, 2018 | ||||
| /s/ Dean A. Scarborough Dean A. Scarborough | Chairman | February 21, 2018 | ||||
| /s/ Bradley A. Alford Bradley A. Alford | Director | February 21, 2018 | ||||
| /s/ Anthony K. Anderson Anthony K. Anderson | Director | February 21, 2018 | ||||
| /s/ Peter K. Barker Peter K. Barker | Director | February 21, 2018 |
| Signature | Title | Date | ||||
| /s/ Ken C. Hicks Ken C. Hicks | Director | February 21, 2018 | ||||
| /s/ Andres A. Lopez Andres A. Lopez | Director | February 21, 2018 | ||||
| /s/ David E. I. Pyott David E. I. Pyott | Director | February 21, 2018 | ||||
| /s/ Patrick T. Siewert Patrick T. Siewert | Director | February 21, 2018 | ||||
| /s/ Julia A. Stewart Julia A. Stewart | Director | February 21, 2018 | ||||
| /s/ Martha N. Sullivan Martha N. Sullivan | Director | February 21, 2018 |
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