<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 28, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to ____________
COMMISSION FILE NUMBER 1-7685
AVERY DENNISON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-1492269
(State or other jurisdiction ) (I.R.S. employer
of incorporation or organization identification no.)
150 NORTH ORANGE GROVE BOULEVARD, PASADENA, CALIFORNIA 91103
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (818) 304-2000
Indicate by a check X 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 X No
----- -----
Number of shares of $1 par value common stock outstanding as of October 25,
1996: 52,114,331
<PAGE>
AVERY DENNISON CORPORATION
AND SUBSIDIARIES
INDEX TO FORM 10-Q
------------------
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I. Financial Information (Unaudited):
Financial Statements:
Condensed Consolidated Balance Sheet
September 28, 1996 and December 30, 1995 3
Consolidated Statement of Income
Three and Nine Months Ended September 28, 1996
and September 30, 1995 4
Condensed Consolidated Statement of Cash Flows
Nine Months Ended September 28, 1996
and September 30, 1995 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Part II. Other Information:
Exhibits and Reports on Form 8-K 13
Signatures 14
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
AVERY DENNISON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in millions)
(Unaudited)
<TABLE>
<CAPTION>
September 28, 1996 December 30, 1995
------------------ -----------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5.3 $ 27.0
Trade accounts receivable, net 470.7 444.1
Inventories, net 242.7 223.2
Prepaid expenses 18.7 21.9
Other current assets 89.4 83.9
-------- --------
Total current assets 826.8 800.1
Property, plant and equipment, at cost 1,713.2 1,652.1
Accumulated depreciation (789.5) (744.7)
-------- --------
923.7 907.4
Intangibles resulting from business acquisitions, net 135.6 124.3
Other assets 130.2 131.8
-------- --------
$2,016.3 $1,963.6
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt $ 81.1 $ 115.4
Accounts payable 178.6 169.9
Accrued liabilities 392.9 387.2
-------- --------
Total current liabilities 652.6 672.5
Long-term debt 394.5 334.0
Deferred taxes and other long-term liabilities 141.9 141.3
Shareholders' equity:
Common stock - $1 par value:
Authorized - 200,000,000 shares; Issued - 62,063,312 62.1 62.1
shares at September 28, 1996 and December 30, 1995
Capital in excess of par value 191.4 191.6
Retained earnings 918.7 837.8
Cumulative foreign currency translation adjustment 30.6 33.8
Cost of unallocated ESOP shares (27.0) (27.0)
Minimum pension liability (2.6) (2.6)
Treasury stock at cost, 9,852,103 shares at September 28,
1996 and 9,003,763 shares at December 30, 1995 (345.9) (279.9)
-------- --------
Total shareholders' equity 827.3 815.8
-------- --------
$2,016.3 $1,963.6
======== ========
</TABLE>
See Notes to Consolidated Financial Statements
3
<PAGE>
AVERY DENNISON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(In millions, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
---------------------------------- --------------------------------
September 28, September 30, September 28, September 30,
1996 1995 1996 1995
---------------- --------------- --------------- -------------
<S> <C> <C> <C> <C>
Net Sales $819.3 $783.5 $2,413.6 $2,337.2
Cost of products sold 558.8 548.5 1,658.0 1,618.4
------ ------ -------- --------
Gross profit 260.5 235.0 755.6 718.8
Marketing, general and
administrative expense 181.1 167.1 531.3 519.4
Net gain on divestiture,
restructuring and asset
impairment charges 2.1 -- 2.1 --
Interest expense 10.1 12.0 28.4 33.7
------ ------ -------- --------
Income before taxes 71.4 55.9 198.0 165.7
Taxes on income 24.8 20.1 69.8 59.7
------ ------ -------- --------
Net income $ 46.6 $ 35.8 $ 128.2 $ 106.0
====== ====== ======== ========
Weighted average number of
common shares outstanding 52.4 53.2 52.6 53.3
====== ====== ======== ========
PER COMMON SHARE AMOUNTS:
Net income $ 0.89 $ 0.67 $ 2.44 $ 1.99
====== ====== ======== ========
Dividends $ 0.30 $ 0.27 $ 0.90 $ 0.81
====== ====== ======== ========
</TABLE>
See Notes to Consolidated Financial Statements
4
<PAGE>
AVERY DENNISON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In millions)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
----------------------------------------
September 28, 1996 September 30, 1995
------------------ ------------------
<S> <C> <C>
OPERATING ACTIVITIES:
- --------------------
Net income $ 128.2 $ 106.0
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation 74.9 69.5
Amortization 9.4 9.3
Net gain on divestiture, restructuring and asset
impairment charges (2.1) --
Deferred taxes (5.9) 0.1
Net change in assets and liabilities, net of the effect of
foreign currency translation and business divestitures (36.5) (75.6)
------- -------
Net cash provided by operating activities 168.0 109.3
------- -------
INVESTING ACTIVITIES:
- --------------------
Purchase of property, plant and equipment (110.6) (120.8)
Net proceeds from acquisitions, sale of assets
and business divestiture 12.1 1.2
Other (3.7) (10.8)
------- -------
Net cash used in investing activities (102.2) (130.4)
------- -------
FINANCING ACTIVITIES:
- --------------------
Net decrease in short-term debt (34.4) (4.2)
Net increase in long-term debt 60.5 90.3
Dividends paid (47.3) (43.1)
Purchase of treasury stock (74.4) (23.6)
Other 8.1 2.4
------- -------
Net cash (used in) provided by financing activities (87.5) 21.8
------- -------
Effect of foreign currency translation on cash balances -- 0.1
------- -------
(Decrease) increase in cash and cash equivalents (21.7) 0.8
------- -------
Cash and cash equivalents, beginning of period 27.0 3.1
------- -------
Cash and cash equivalents, end of period $ 5.3 $ 3.9
======= =======
</TABLE>
See Notes to Consolidated Financial Statements
5
<PAGE>
AVERY DENNISON CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. GENERAL
The accompanying unaudited consolidated financial statements include normal
recurring adjustments necessary for a fair presentation of the Company's
interim results. Certain prior year amounts have been reclassified to
conform with current year presentation. The condensed financial statements
and notes in this Form 10-Q are presented as permitted by Regulation S-X,
and as such, they do not contain certain information included in the
Company's 1995 annual financial statements and notes.
The third quarters of 1996 and 1995 consisted of thirteen-week periods
ending September 28, 1996 and September 30, 1995, respectively. The interim
results of operations are not necessarily indicative of future financial
results.
2. FOREIGN CURRENCY TRANSLATION
Transactions in foreign currencies and translation of the financial
statements for the Company's Brazilian subsidiaries which operate in a
hyperinflationary economy during the three and nine months ended September
28, 1996 resulted in losses of $.8 million and $1.9 million, respectively.
Losses of $.4 million and $1.1 million were reported for the three and nine
months ended September 30, 1995, respectively.
3. INVENTORIES
Inventories consisted of (in millions):
<TABLE>
<CAPTION>
September 28, 1996 December 30, 1995
------------------ -----------------
<S> <C> <C>
Raw materials $ 83.4 $ 78.5
Work-in-progress 69.9 72.4
Finished goods 125.2 109.6
LIFO adjustment (35.8) (37.3)
------ ------
$242.7 $223.2
====== ======
</TABLE>
4. INTANGIBLES RESULTING FROM BUSINESS ACQUISITIONS
Accumulated amortization of intangible assets at September 28, 1996 and
December 30, 1995 was $43.6 and $40.3 million, respectively.
5. RESEARCH AND DEVELOPMENT
Research and development expense for the three and nine months ended
September 28, 1996 and September 30, 1995 was $12.8 million and $39.3
million, respectively, during 1996 and $12.9 million and $38.6 million,
respectively, during 1995.
6
<PAGE>
AVERY DENNISON CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
6. CONTINGENCIES
The Company has been designated by the U.S. Environmental Protection Agency
(EPA) and/or other responsible state agencies as a potentially responsible
party (PRP) at 16 waste disposal or waste recycling sites which are the
subject of separate investigations or proceedings concerning alleged soil
and/or groundwater contamination and for which no settlement of the
Company's liability has been agreed upon. Litigation has been initiated by
a governmental authority with respect to three of these sites, but the
Company does not believe that any such proceedings will result in the
imposition of monetary sanctions. The Company is participating with other
PRPs at all such sites, and anticipates that its share of cleanup costs
will be determined pursuant to remedial agreements entered into in the
normal course of negotiations with the EPA or other governmental
authorities.
The Company has accrued liabilities for all sites, including sites in which
governmental agencies have designated the Company as a PRP, where it is
probable that a loss will be incurred and the minimum cost or amount of
loss can be reasonably estimated. However, because of the uncertainties
associated with environmental assessment and remediation activities, future
expense to remediate the currently identified sites, and sites which could
be identified in the future for cleanup, could be higher than the liability
currently accrued. Based on current site assessments, management believes
that the potential liability over the amounts currently accrued would not
materially affect the financial position of the Company.
The Company and its subsidiaries are involved in various other lawsuits,
claims and inquiries, most of which are routine to the nature of the
business. In the opinion of management, the resolution of these matters
will not materially affect the financial position, results of operations or
liquidity of the Company.
7. NEW ACCOUNTING STANDARDS
During the first quarter of 1996, the Company adopted Statement of
Financial Accounting Standard (SFAS) No. 121 on accounting for the
impairment of long-lived assets and certain identifiable intangibles to be
disposed of. SFAS No. 121 establishes guidance for recognizing and
measuring impairment losses. When it is determined the carrying amount of
an asset is not recoverable, the Company will recognize an impairment loss.
The Company's adoption of the new standard had no effect when it was
implemented in the first quarter of 1996.
In October 1995, the Financial Accounting Standards Board issued SFAS No.
123, "Accounting for Stock-Based Compensation". The standard encourages a
fair value based method of accounting for an employee stock option or
similar equity instrument, but allows continued use of the intrinsic value
based method of accounting prescribed by Accounting Principles Board (APB)
No. 25, "Accounting for Stock Issued to Employees". The Company will
continue to follow the provisions set forth in APB No. 25 and will
therefore make the pro forma disclosures that will be required by SFAS No.
123 in its financial statements for the year ended December 28, 1996.
7
<PAGE>
AVERY DENNISON CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
7. NEW ACCOUNTING STANDARDS (CONTINUED)
In June 1996, the Financial Accounting Standards Board issued SFAS No. 125,
"Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities". The standard revised the guidelines for
recoginition, measurement and disclosure of transfers and servicing of
financial assets and extinguishment of debt. It will be effective for
transactions occurring after December 31, 1996; earlier application is not
allowed.
8. DIVESTITURE, RESTRUCTURING AND ASSET IMPAIRMENTS
A divestiture, business restructuring actions and a charge for impairment
of long-lived assets during the third quarter of 1996 resulted in a net
pretax gain of $2.1 million. The Company sold its joint venture converting
operation in Japan for $28.4 million, resulting in a pretax gain of $17.9
million. The Company also recorded a charge for an impairment of long-lived
assets and restructuring actions, which, combined, had an estimated cost of
$15.8 million. An asset impairment write-down of $6.3 million was
recognized for long-lived assets held in the Company's office products
sector. The restructuring actions included the reorganization of certain
manufacturing, distribution and administrative sites. These costs consisted
of severance and related costs for approximately 200 positions worldwide
($7.4 million) and the discontinuance of product lines and related asset
disposals ($2.1 million). Total cash expenditures for the restructuring
program are estimated at $7.4 million. During the third quarter of 1996,
approximately $6.3 million had been paid for employee severance and related
costs. The Company's restructuring programs are expected to take
approximately six to twelve months to complete and are likely to result in
estimated annual savings of approximately $9 million to $11 million when
fully implemented.
9. SUBSEQUENT EVENTS
On October 24, 1996, the Board of Directors authorized a two-for-one split
of its common stock, in the form of a stock dividend, and an increase in
the quarterly cash dividend to 17 cents per share from the previous 15
cents per share on a post-split basis, for shareholders of record at the
close of business on December 6, 1996.
On the same date, the Company announced the establishment of an employee
stock benefit trust to satisfy future obligations under employee benefit
plans. The Company transferred nine million shares of common stock,
previously held as treasury shares, to the trust.
8
<PAGE>
AVERY DENNISON CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS: FOR THE QUARTER
- --------------------------------------
Quarterly sales increased to $819.3 million, a 4.6 percent increase over third
quarter 1995 sales of $783.5 million. Excluding the impact of prior year's sales
from the divested label converting businesses and changes in foreign currency
rates, sales increased 8.1 percent.
The gross profit margin for the quarter was 31.8 percent compared to 30 percent
for the third quarter of 1995. The improvement was primarily due to cost
reduction and control programs, new products, an improved product mix and
increased capacity utilization. Marketing, general and administrative expense,
as a percent of sales, was 22.1 percent compared to 21.3 percent for the third
quarter of 1995.
A charge for an impairment of long-lived assets and business restructuring
actions were taken during the third quarter of 1996 resulting in a net pretax
gain of $2.1 million. The Company sold its joint venture operation in Japan for
$28.4 million, resulting in a pretax gain of $17.9. The Corporation's decision
to sell its interest in this label-converting business underscores its strategy
for global expansion in Asia Pacific by concentrating its investments in its
pressure-sensitive materials and office products businesses. The Company also
recorded a charge for an impairment of long-lived assets and the Company's
current restructuring program, which, combined, had an estimated cost of $15.8
million. An asset impairment write-down of $6.3 million was recognized for long-
lived assets held in the Company's office products sector. The restructuring
program included the reorganization of certain manufacturing, distribution and
administrative sites. These costs consisted of severance and related costs for
approximately 200 positions worldwide ($7.4 million) and the discontinuance of
product lines and related asset write-offs ($2.1 million). The Company's
restructuring programs are expected to take approximately six to twelve months
to complete and are likely to result in an estimated annual savings of
approximately $9 million to $11 million when fully implemented. These programs
are an integral part of the Company's effort to identify opportunities to
improve its administrative and manufacturing cost structures.
Interest expense, as a percent of sales, was 1.2 percent for the third quarter
of 1996 compared to 1.5 percent for the third quarter of 1995. The decrease was
due primarily to the expiration of interest rate swap agreements during the
fourth quarter of 1995 and an overall lower cost of borrowing.
As a result of the above, income before taxes, as a percent of sales, increased
to 8.7 percent for the quarter as compared to 7.1 percent for the third quarter
of 1995. The effective tax rate for the quarter was 34.7 percent in 1996 and 36
percent in the same period last year. The decrease reflects recognition of
benefits from tax loss carryforwards in Europe.
Net income increased 30 percent to $46.6 million compared to $35.8 million in
the third quarter of 1995. Earnings per share for the quarter reached $.89
compared to $.67 in the same period last year, a 33 percent increase.
9
<PAGE>
AVERY DENNISON CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations by Business Sector
The pressure-sensitive adhesives and materials sector reported increased sales
for the third quarter of 1996 compared to the same period last year. Excluding
the restructuring actions taken in the third quarter of 1996, which totalled
$7.1 million, profitability for the sector improved compared to a year ago. The
U.S. operations reported increased sales primarily from increased volume and new
products. Excluding the impact of restructuring costs associated with employee
severance and other related costs, profitability improved for the U.S.
businesses. The international businesses reported increased sales from
geographic expansion. Profitability was impacted primarily due to costs related
to continued investments in geographic expansion, a weak economic environment
for certain businesses and major equipment start-up costs.
The office products sector reported increased sales for the quarter compared to
last year. Excluding the $8.4 million in charges taken in the third quarter of
1996 for the impairments of certain long-lived assets and the discontinuance of
a product line, profitability for the sector improved compared to a year ago.
Increased sales in the U.S. operations were led by an improved back-to-school
sales performance, particularly by the Avery brand businesses. Profitability
declined as a result of charges taken to write-down impaired long-lived assets
and discontinue a product line. The international office products businesses
reported higher sales due to geographic expansion and growth in its European
label businesses; however, this increase in sales was partially offset by the
Company's French operations. Profitability for these international businesses
declined primarily due to lower sales in France and start-up costs related to
geographic expansion.
The converted products sector reported increased sales and profitability for the
third quarter of 1996 compared to the same period last year. The U.S. operations
reported increased sales primarily due to the growth in its battery label
business. Profitability increased primarily as a result of the battery label
sales growth and benefits from previous cost reduction actions. A general
slowdown in certain markets served resulted in lower sales and profitability for
the international converting businesses.
RESULTS OF OPERATIONS: NINE MONTHS YEAR-TO-DATE
- -----------------------------------------------
Sales for the first nine months of 1996 were up 3 percent to $2.41 billion
compared to the corresponding period of 1995. Excluding the impact of prior
year's sales from the divested label converting businesses and changes in
foreign currency rates, sales increased 6.4 percent.
The gross profit margin for the first nine months was 31.3 percent compared to
30.8 percent in the prior year. The improvement was primarily due to cost
reduction and control programs, new products, an improved product mix and
increased capacity utilization.
Marketing, general and administrative expense, as a percent of sales, declined
to 22 percent for the first nine months of 1996 compared to 22.2 percent for the
first nine months of 1995. The decrease was primarily attributable to cost
control and cost reduction programs.
10
<PAGE>
AVERY DENNISON CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
A divestiture, business restructuring actions and an impairment for long-lived
assets were taken during the third quarter of 1996 resulting in a net pretax
gain of $2.1 million.
Interest expense, as a percent of sales, was 1.2 percent for the year compared
to 1.4 percent during the corresponding period of the prior year. The decrease
was primarily due to the expiration of interest rate swap agreements during the
fourth quarter of 1995 and an overall lower cost of borrowing.
Income before taxes, as a percent of sales, was 8.2 percent for the first nine
months of 1996 compared to 7.1 percent for 1995. The year-to-date effective tax
rate was 35.3 percent for 1996 and 36 percent for 1995. The decrease reflects
recognition of benefits from tax loss carryforwards in Europe.
Net income was $128.2 million for the first nine months of 1996 compared to $106
million for the first nine months of 1995. Earnings per share increased 23
percent to $2.44 for the first nine months of 1996 compared to $1.99 for the
same period last year.
Results of Operations by Business Sector
The pressure-sensitive adhesives and materials sector reported increased sales
for the first nine months of 1996 compared to the same period last year.
Excluding the impact of restructuring costs, including employee severance and
other related costs, sector profitability was comparable to the prior year. The
U.S. operations reported sales growth for the period primarily due to increased
volume and new products. Restructuring costs related to severance and other
related costs impacted profitability. The international businesses reported
increased sales primarily due to geographic expansion and increased volume.
Profitability was impacted at the international businesses by costs related to
continued investments in geographic expansion, a weak economic environment for
certain businesses and major equipment start-up costs.
The office products sector reported sales and profitability growth for the first
nine months of 1996 compared to the prior year. The U.S. operations reported
increased sales and profitability. The U.S. operations were led by sales growth
for Avery-brand products. Profitability improved as a result of new products and
cost reduction and control programs from previous restructuring actions,
including improved logistics. The international office products businesses
reported higher sales due to geographic expansion and growth in its label
businesses; however, this increase in sales was partially offset by the
Company's French operations. Profitability for these international businesses
declined primarily due to lower sales in France and start-up costs related to
geographic expansion.
The converted products sector reported increased sales and profitability for the
first nine months of 1996 compared to 1995. The U.S. operations reported
increased sales due to the growth in its stamp and battery label businesses.
Profitability also improved primarily due to increased sales volume and
operating improvements at the Company's stamp and battery label operations and
benefits from previous cost reduction actions. Sales at the international
converting businesses for the first nine months of 1996 were comparable to prior
year. Profitability increased due to cost control programs and product pruning.
11
<PAGE>
AVERY DENNISON CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
- -------------------
Total debt increased $26.2 million to $475.6 million from year end 1995 as a
result of increased working capital needed to fund the Company's sales growth
and stock repurchases. Total debt to total capital was 36.5 percent as of the
end of the third quarter of 1996 and 35.5 percent at year end 1995.
Average working capital, excluding short-term debt, as a percentage of sales,
decreased to 9 percent for the quarter from 10.7 percent a year ago. Average
inventory turnover for the quarter ended September 28, 1996 was 9.2 compared to
9.3 in the corresponding period of the prior year; the average number of days
sales outstanding in accounts receivable was 57 days compared to 56 days a year
ago.
Capital spending for the quarter was $36.7 million compared to $45.7 million a
year ago. For the nine months, capital spending totaled $110.6 million compared
to $120.8 million a year ago. Total capital spending for 1996 is expected to be
approximately $180 million.
Net cash flows provided by operating activities totaled $168 million for the
first nine months of 1996 compared to $109.3 million for the same period in
1995. In addition to cash flows from operations, the Company has more than
adequate financing arrangements to conduct its operations.
Shareholders' equity was $827.3 million and $815.8 million at September 1996 and
year end 1995, respectively. During the third quarter of 1996, the Company
purchased 465,000 shares of common stock at a cost of $24.3 million. For the
first nine months of 1996, the Company purchased 1,378,000 shares of common
stock at a cost of $74.4 million. The cost of treasury stock held, net of shares
reissued under the Company's stock and incentive plans, increased to $345.9
million from $279.9 million at year end 1995.
FUTURE ACCOUNTING REQUIREMENTS
- ------------------------------
In October 1995, the Financial Accounting Standards Board issued SFAS No. 123,
"Accounting for Stock-Based Compensation". The standard encourages a fair value
based method of accounting for an employee stock option or similar equity
instrument, but allows continued use of the intrinsic value based method of
accounting prescribed by APB No. 25, "Accounting for Stock Issued to Employees".
The Company will continue to follow the provisions set forth in APB No. 25 and
will therefore make the pro forma disclosures that will be required by SFAS No.
123 in its financial statements for the year ended December 28, 1996.
In June 1996, the Financial Accounting Standards Board issued SFAS No. 125,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities". The standard revised the guidelines for recoginition,
measurement and disclosure of transfers and servicing of financial assets and
extinguishment of debt. It will be effective for transactions occurring after
December 31, 1996; earlier application is not allowed.
12
<PAGE>
PART II. OTHER INFORMATION
AVERY DENNISON CORPORATION
AND SUBSIDIARIES
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------------------------------------------
a. Exhibits: 11 Computation of Net Income Per Share Amounts
27 Financial Data Schedule
b. Reports on Form 8-K: There were no reports on Form 8-K filed for the three
months ended September 28, 1996. However, Registrant filed the Current
Report on Form 8-K dated October 24, 1996, with respect to the announcement
of a two-for-one stock split, an increase in the quarterly cash dividend
and creation of a grantor trust.
13
<PAGE>
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, thereunto duly authorized.
AVERY DENNISON CORPORATION
--------------------------
(Registrant)
/s/ R. Gregory Jenkins
-----------------------------------
R. Gregory Jenkins
Senior Vice President, Finance and
Chief Financial Officer
(Principal Financial Officer)
/s/ Thomas E. Miller
-----------------------------------
Thomas E. Miller
Vice President and Controller
(Chief Accounting Officer)
November 11, 1996
14
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------------ -----------------------------
September 28, September 30, September 28, September 30,
1996 1995 1996 1995
------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
(A) Weighted average number of common
shares outstanding 52,358,412 53,150,947 52,650,512 53,281,518
Additional common shares issuable under
employee stock options using the
treasury stock method 1,214,468 1,080,458 1,319,488 1,115,947
---------- ----------- ------------ ------------
(B) Weighted average number of common
shares outstanding assuming the
exercise of stock options 53,572,880 54,231,405 53,970,000 54,397,465
========== =========== ============ ============
(C) Net income applicable to common stock 46,596,000 $35,760,000 $128,236,000 $105,960,000
========== =========== ============ ============
Net income per share as reported (C / A) $0.89 $0.67 $2.44 $1.99
===== ===== ===== =====
Net income per share giving effect to the
exercise of outstanding stock options
(C / B) $0.87 $0.66 $2.38 $1.95
===== ===== ===== =====
</TABLE>
Exhibit 11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-START> DEC-31-1995
<PERIOD-END> SEP-28-1996
<CASH> 5,300
<SECURITIES> 0
<RECEIVABLES> 470,700<F1>
<ALLOWANCES> 0<F1>
<INVENTORY> 242,700
<CURRENT-ASSETS> 826,800
<PP&E> 1,713,200
<DEPRECIATION> 789,500
<TOTAL-ASSETS> 2,016,300
<CURRENT-LIABILITIES> 652,600
<BONDS> 394,500
0
0
<COMMON> 62,100
<OTHER-SE> 765,200
<TOTAL-LIABILITY-AND-EQUITY> 2,016,300
<SALES> 2,413,600
<TOTAL-REVENUES> 2,413,600
<CGS> 1,658,000
<TOTAL-COSTS> 1,658,000
<OTHER-EXPENSES> 529,200
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 28,400
<INCOME-PRETAX> 198,000
<INCOME-TAX> 69,800
<INCOME-CONTINUING> 128,200
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 128,200
<EPS-PRIMARY> 2.44
<EPS-DILUTED> 0
<FN>
<F1>Accounts receivable are shown net of any allowances.
</FN>
</TABLE>
