Current Report Filing (8-k)
21 Octubre 2020 - 5:46AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
October 21, 2020
AVERY DENNISON CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware
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1-7685
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95-1492269
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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207 Goode Avenue
Glendale, California
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91203
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code (626) 304-2000
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(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $1 par value
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AVY
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New York Stock Exchange
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1.25% Senior Notes due 2025
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AVY25
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Section 2 - Financial Information
Item 2.02 Results of Operations and Financial Condition.
Avery Dennison Corporation’s (the
“Company’s”) press release, dated October 21, 2020, regarding the Company’s preliminary, unaudited
financial results for the third quarter of 2020 and providing an update on the impact of the COVID-19 pandemic on the Company,
is attached hereto as Exhibit 99.1 and is being furnished (not filed) with this Form 8-K.
The Company’s supplemental presentation
materials, dated October 21, 2020, regarding the Company’s preliminary, unaudited financial review and analysis for
the third quarter of 2020 and providing an update on the impact of the COVID-19 pandemic on the Company, is attached hereto as
Exhibit 99.2 and is being furnished (not filed) with this Form 8-K. The press release and presentation materials are
also available on the Company's website at www.investors.averydennison.com.
The Company will discuss its preliminary,
unaudited financial results during a webcast and teleconference to be held on October 21, 2020, at 1:00 p.m. ET. To
access the webcast and teleconference, please go to the Company’s website at www.investors.averydennison.com.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
“Safe Harbor” Statement under
the Private Securities Litigation Reform Act of 1995
Certain statements contained in this report
on Form 8-K and in Exhibits 99.1 and 99.2 are forward-looking statements intended to qualify for the safe harbor from liability
established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements, and financial or other business
targets, are subject to certain risks and uncertainties. The Company believes that the most significant risk factors that could
affect its financial performance in the near-term include: (1) the impacts to the Company’s business from global economic
conditions, political uncertainty, and changes in governmental regulations, including as a result of the coronavirus/COVID-19 pandemic;
(2) competitors' actions, including pricing, expansion in key markets, and product offerings; (3) the degree to which
higher costs can be offset with productivity measures and/or passed on to customers through price increases, without a significant
loss of volume; and (4) the execution and integration of acquisitions.
Actual results and trends may differ materially
from historical or anticipated results depending on a variety of factors, including but are not limited to, risks and uncertainties
relating to the following: the coronavirus/COVID-19 pandemic; fluctuations in demand affecting sales to customers; worldwide and
local economic and market conditions; changes in political conditions; fluctuations in foreign currency exchange rates and other
risks associated with foreign operations, including in emerging markets; changes in our markets due to competitive conditions,
technological developments, laws and regulations, and customer preferences; fluctuations in the cost and availability of raw materials
and energy; changes in governmental laws and regulations; the impact of competitive products and pricing; the financial condition
and inventory strategies of customers; our ability to generate sustained productivity improvement; our ability to achieve and sustain
targeted cost reductions; loss of significant contracts or customers; collection of receivables from customers; selling prices;
business mix shift; execution and integration of acquisitions; product and service quality; timely development and market acceptance
of new products, including sustainable or sustainably-sourced products; investment in development activities and new production
facilities; amounts of future dividends and share repurchases; customer and supplier concentrations or consolidations; fluctuations
in interest and tax rates; changes in tax laws and regulations, and uncertainties associated with interpretations of such laws
and regulations; retention of tax incentives; outcome of tax audits; successful implementation of new manufacturing technologies
and installation of manufacturing equipment; disruptions in information technology systems, including cyber-attacks or other intrusions
to network security; successful installation of new or upgraded information technology systems; data security breaches; volatility
of financial markets; impairment of capitalized assets, including goodwill and other intangibles; credit risks; our ability to
obtain adequate financing arrangements and maintain access to capital; the realization of deferred tax assets; fluctuations in
interest rates; compliance with our debt covenants; fluctuations in pension, insurance, and employee benefit costs; goodwill impairment;
the impact of legal and regulatory proceedings, including with respect to environmental, health and safety, anti-corruption and
trade compliance; protection and infringement of intellectual property; the impact of epidemiological events on the economy and
our customers and suppliers; acts of war, terrorism, and natural disasters; and other factors.
For a more detailed discussion of the more
significant of these factors, see Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s
Discussion and Analysis of Results of Operations and Financial Condition” in the Company’s 2019 Form 10-K, filed
with the Securities and Exchange Commission on February 26, 2020, and subsequent quarterly reports on Form 10-Q. The
forward-looking statements included in this Form 8-K are made only as of the date of this Form 8-K, and the Company undertakes
no obligation to update these statements to reflect subsequent events or circumstances, other than as may be required by law.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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AVERY DENNISON CORPORATION
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Date: October 21, 2020
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By:
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/s/ Gregory S. Lovins
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Name:
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Gregory S. Lovins
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Title:
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Senior Vice President and Chief Financial Officer
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Avery Dennison (NYSE:AVY)
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