Attached files
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10-K - FORM 10-K - Avery Dennison Corp | v55308e10vk.htm |
EX-24 - EX-24 - Avery Dennison Corp | v55308exv24.htm |
EX-21 - EX-21 - Avery Dennison Corp | v55308exv21.htm |
EX-12 - EX-12 - Avery Dennison Corp | v55308exv12.htm |
EX-31.1 - EX-31.1 - Avery Dennison Corp | v55308exv31w1.htm |
EX-32.1 - EX-32.1 - Avery Dennison Corp | v55308exv32w1.htm |
EX-32.2 - EX-32.2 - Avery Dennison Corp | v55308exv32w2.htm |
EX-31.2 - EX-31.2 - Avery Dennison Corp | v55308exv31w2.htm |
2009 Annual Report Businesses at a Glance
SEGMENT | Pressure-sensitive Materials | Retail Information Services | Office and Consumer Products | Other specialty converting businesses | ||||
BUSINESSES
|
Roll Materials Graphics and Reflective Products |
Information and Brand
Management Printer Systems Fastener |
Office Products | Specialty Tape Radio Frequency Identification (RFID) Industrial and Automotive Products Performance Films Business Media |
||||
SALES (in millions) |
$3,300 | $1,323 | $849 | $480 | ||||
PERCENT OF TOTAL SALES
|
56% | 22% | 14% | 8% | ||||
GLOBAL BRANDS
|
Fasson, Avery Graphics, Avery Dennison |
Avery Dennison, Monarch | Avery | Avery Dennison | ||||
PRODUCTS
|
Pressure-sensitive roll materials, flexible packaging, roll-fed shrink film, water and solvent-based performance polymer adhesives and engineered films, graphic imaging media and reflective materials | Solution sets throughout the retail supply chain, including manufacturing, supply chain, in-store information, permanent branding and point-of-sale branding products | Self-adhesive labels, binders, sheet protectors, dividers, online templates and printing, writing instruments, T-shirt transfers and do-it-yourself card products | Specialty tapes, industrial adhesives, architectural and engineered films, automotive exterior films and labels, functional packaging labels, point-of-purchase and display tags, metallized pigments, self-adhesive postage stamps, RFID inlays and durable tags | ||||
MARKETS
|
Home and personal care, food, beverages, wine and spirits, beer, pharmaceutical and healthcare, durables, variable information, fleets, architecture, traffic, safety and transportation original equipment | Retail brand owners and manufacturers, apparel and hard goods retail stores and supply chains, food service stores and supply chains, logistics, pharmaceuticals, automotive and other manufacturers | Professional, personal and on-the-go organization and identification, education | Architectural, apparel, automotive, building and construction, consumer, durables, electronics, graphic arts, industrial, logistics, medical and healthcare, retail point-of-purchase, and security printing | ||||
CUSTOMERS
|
Global label converters, brand owners, consumer products package designers, packaging engineers and manufacturers, industrial manufacturers, printers, designers, government agencies, sign manufacturers and graphic vendors | Global retailers and brand owners, apparel and consumer goods manufacturers, restaurant and food service chains, grocery and drug store chains, and a variety of other industries | Office products superstores, major retailers, office professionals, school administrators, small business owners and consumers | Industrial and original equipment manufacturers, medical products and device manufacturers, converters, packagers and consumer products companies | ||||
Five-year
Summary
2009(1) | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||||||||||||||||||||||||||
(Dollars in millions, except % |
5-Year Compound |
|||||||||||||||||||||||||||||||||||||||||||
and per share amounts) | Growth Rate | Dollars | % | Dollars | % | Dollars | % | Dollars | % | Dollars | % | |||||||||||||||||||||||||||||||||
For the Year
|
||||||||||||||||||||||||||||||||||||||||||||
Net sales
|
2.3 | % | $ | 5,952.7 | 100.0 | $ | 6,710.4 | 100.0 | $ | 6,307.8 | 100.0 | $ | 5,575.9 | 100.0 | $ | 5,473.5 | 100.0 | |||||||||||||||||||||||||||
Gross profit
|
2.2 | 1,586.5 | 26.7 | 1,727.0 | 25.7 | 1,722.4 | 27.3 | 1,538.0 | 27.6 | 1,476.9 | 27.0 | |||||||||||||||||||||||||||||||||
Marketing, general and administrative expense
|
5.8 | 1,268.8 | 21.3 | 1,304.3 | 19.4 | 1,182.5 | 18.7 | 1,011.1 | 18.1 | 987.9 | 18.0 | |||||||||||||||||||||||||||||||||
Goodwill and indefinite-lived intangible asset impairment charges
|
N/A | 832.0 | 14.0 | | | | | | | | | |||||||||||||||||||||||||||||||||
Interest expense
|
7.8 | 85.3 | 1.4 | 115.9 | 1.7 | 105.2 | 1.7 | 55.5 | 1.0 | 57.9 | 1.1 | |||||||||||||||||||||||||||||||||
Other expense,
net(2)
|
40.3 | 191.3 | 3.2 | 36.2 | 0.5 | 59.4 | 0.9 | 36.2 | 0.6 | 63.6 | 1.2 | |||||||||||||||||||||||||||||||||
Income (loss) from continuing operations before taxes
|
(216.1 | ) | (790.9 | ) | (13.3 | ) | 270.6 | 4.0 | 375.3 | 5.9 | 435.2 | 7.8 | 367.5 | 6.7 | ||||||||||||||||||||||||||||||
(Benefit from) provision for income taxes
|
(186.0 | ) | (44.2 | ) | (0.7 | ) | 4.5 | 0.1 | 71.8 | 1.1 | 76.7 | 1.4 | 75.3 | 1.4 | ||||||||||||||||||||||||||||||
Income (loss) from continuing operations
|
(221.6 | ) | (746.7 | ) | (12.5 | ) | 266.1 | 4.0 | 303.5 | 4.8 | 358.5 | 6.4 | 292.2 | 5.3 | ||||||||||||||||||||||||||||||
Income (loss) from discontinued operations, net of
tax(3)
|
N/A | | N/A | | N/A | | N/A | 14.7 | N/A | (65.4 | ) | N/A | ||||||||||||||||||||||||||||||||
Net income (loss)
|
(221.8 | ) | (746.7 | ) | (12.5 | ) | 266.1 | 4.0 | 303.5 | 4.8 | 373.2 | 6.7 | 226.8 | 4.1 | ||||||||||||||||||||||||||||||
2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||||||||||||||||||||||||||
Per Share Information
|
||||||||||||||||||||||||||||||||||||||||||||
Income (loss) per common share from continuing operations
|
(220.7 | )% | $ | (7.21 | ) | $ | 2.70 | $ | 3.09 | $ | 3.59 | $ | 2.92 | |||||||||||||||||||||||||||||||
Income (loss) per common share from continuing operations,
assuming dilution
|
(220.9 | ) | (7.21 | ) | 2.70 | 3.07 | 3.57 | 2.91 | ||||||||||||||||||||||||||||||||||||
Net income (loss) per common share
|
(220.9 | ) | (7.21 | ) | 2.70 | 3.09 | 3.74 | 2.27 | ||||||||||||||||||||||||||||||||||||
Net income (loss) per common share, assuming dilution
|
(221.0 | ) | (7.21 | ) | 2.70 | 3.07 | 3.72 | 2.26 | ||||||||||||||||||||||||||||||||||||
Dividends per common share
|
(3.9 | ) | 1.22 | 1.64 | 1.61 | 1.57 | 1.53 | |||||||||||||||||||||||||||||||||||||
Weighted-average common shares outstanding (in millions)
|
0.7 | 103.6 | 98.4 | 98.1 | 99.8 | 100.1 | ||||||||||||||||||||||||||||||||||||||
Weighted-average common shares outstanding, assuming dilution
(in millions)
|
0.6 | 103.6 | 98.7 | 98.9 | 100.4 | 100.5 | ||||||||||||||||||||||||||||||||||||||
Book value per share at fiscal year end
|
(3.6 | ) | $ | 12.94 | $ | 17.78 | $ | 20.22 | $ | 17.26 | $ | 15.26 | ||||||||||||||||||||||||||||||||
Market price per share at fiscal year end
|
(9.5 | ) | 36.49 | 31.53 | 53.41 | 67.93 | 55.27 | |||||||||||||||||||||||||||||||||||||
Market price per share range
|
17.26 to | 25.02 to | 49.69 to | 55.09 to | 50.30 to | |||||||||||||||||||||||||||||||||||||||
40.02 | 53.14 | 69.67 | 69.11 | 62.53 | ||||||||||||||||||||||||||||||||||||||||
At End of Year
|
||||||||||||||||||||||||||||||||||||||||||||
Working capital (deficit)
|
$ | (134.5 | ) | $ | (127.6 | ) | $ | (419.3 | ) | $ | (12.1 | ) | $ | 56.0 | ||||||||||||||||||||||||||||||
Property, plant and equipment, net
|
1,354.7 | 1,493.0 | 1,591.4 | 1,309.4 | 1,295.7 | |||||||||||||||||||||||||||||||||||||||
Total assets
|
5,002.8 | 6,035.7 | 6,244.8 | 4,324.9 | 4,228.9 | |||||||||||||||||||||||||||||||||||||||
Long-term debt
|
1,088.7 | 1,544.8 | 1,145.0 | 501.6 | 723.0 | |||||||||||||||||||||||||||||||||||||||
Total debt
|
1,624.3 | 2,209.8 | 2,255.8 | 968.0 | 1,087.7 | |||||||||||||||||||||||||||||||||||||||
Shareholders equity
|
1,362.6 | 1,750.0 | 1,989.4 | 1,696.2 | 1,521.6 | |||||||||||||||||||||||||||||||||||||||
Number of employees
|
31,300 | 35,700 | 37,300 | 22,700 | 22,600 | |||||||||||||||||||||||||||||||||||||||
Other Information
|
||||||||||||||||||||||||||||||||||||||||||||
Depreciation
expense(4)
|
$ | 187.6 | $ | 204.6 | $ | 184.1 | $ | 153.8 | $ | 154.2 | ||||||||||||||||||||||||||||||||||
Research and development
expense(4)
|
90.7 | 94.0 | 95.5 | 87.9 | 85.4 | |||||||||||||||||||||||||||||||||||||||
Effective tax
rate(4)
|
5.6 | % | 1.7 | % | 19.1 | % | 17.6 | % | 20.5 | % | ||||||||||||||||||||||||||||||||||
Return on average shareholders equity (percent)
|
(55.7 | ) | 13.1 | 16.5 | 22.7 | 14.5 | ||||||||||||||||||||||||||||||||||||||
Return on average total capital (percent)
|
(20.6 | ) | 8.8 | 10.6 | 15.7 | 10.0 | ||||||||||||||||||||||||||||||||||||||
(1) | Results for 2009 reflect a 53-week period. | |
(2) | 2009 includes pretax charges of $191.3 for restructuring costs, asset impairment and lease cancellation charges and other items. | |
2008 includes net pretax charges of $36.2 for restructuring costs, asset impairment and lease cancellation charges and other items. | ||
2007 includes net pretax charges of $59.4 for asset impairment charges, restructuring costs, lease cancellation charges and other items. | ||
2006 includes net pretax charges of $36.2 for restructuring costs, asset impairment and lease cancellation charges, environmental remediation and other items, partially offset by gain on sale of investment and assets. | ||
2005 includes net pretax charge of $63.6 for restructuring costs, asset impairment and lease cancellation charges and legal accrual related to a lawsuit, partially offset by gain on sale of assets. | ||
(3) | Results for 2006 include a tax benefit of $14.9 due to capital losses arising from the sale of discontinued operations and a pretax gain on the sale of discontinued operations of $1.3. | |
Results for 2005 include impairment charges for goodwill and finite-lived intangible assets of $74.4 associated with the expected divestiture of a business. | ||
(4) | 2005 and 2006 amounts related to continuing operations. |
18 Avery Dennison Corporation 2009 Annual Report
Stockholder
Return Performance
The following graph compares the Companys cumulative
stockholder return on its common stock, including the
reinvestment of dividends, with the return on the
Standard & Poors 500 Stock Index (the
S&P 500 Index) and the average return, weighted
by market capitalization, of the peer group set forth below
(Peer Group) for the five-year period ending
December 31, 2009. The Company has also included the median
return of the Peer Group in the graph as an additional
comparison. The Peer Group consists of 50 publicly-traded
U.S. companies selected on the basis of market diversity,
international focus and investment, market volatility, and
product line mix.
The Peer Group is comprised of Air Products &
Chemicals Inc., ArvinMeritor Inc., Baker-Hughes Incorporated,
Ball Corporation, Bemis Company, Inc., Black & Decker
Corporation, Cabot Corporation, Cooper Tire & Rubber
Co., Crane Company, Crown Holdings Inc., Cummins Inc., Dana
Holding Corporation, Danaher Corporation, Dover Corporation,
Eaton Corporation, Ecolab Incorporated, Ferro Corporation, FMC
Corporation, Fuller (H. B.) Company, Goodrich Corporation, Grace
(W R) & Company, Harley-Davidson Inc., Harris Corporation,
Harsco Corporation, Illinois Tool Works Incorporated,
Ingersoll-Rand Company, MASCO Corporation, MeadWestvaco
Corporation, NACCO Industries, Newell Rubbermaid Incorporated,
Olin Corporation, Owens-Illinois, Inc., PACCAR Inc.,
Parker-Hannifin Corporation, Pentair Inc., Pitney Bowes
Incorporated, PolyOne Corporation, Potlatch Corporation, P.P.G.
Industries Incorporated, The Sherwin-Williams Company,
Smurfit-Stone Container Corporation, Snap-On Incorporated,
Sonoco Products Company, Stanley Works, Tecumseh Products
Company, Temple-Inland Inc., Thermo Fisher Scientific Inc.,
Thomas & Betts Corporation, Timken Company and Trinity
Industries.
Comparison of
Five-Year Cumulative Total Return
As of December 31, 2009
Total Return
Analysis(1)
12/31/04 | 12/31/05 | 12/31/06 | 12/31/07 | 12/31/08 | 12/31/09 | |||||||||||||||||||
Avery Dennison Corp
|
$ | 100.00 | $ | 94.75 | $ | 119.47 | $ | 95.97 | $ | 61.43 | $ | 71.70 | ||||||||||||
S&P 500 Index
|
100.00 | 104.91 | 121.46 | 128.13 | 80.73 | 102.11 | ||||||||||||||||||
Market Basket (Weighted
Average)(2)
|
100.00 | 102.48 | 124.24 | 154.38 | 91.59 | 127.55 | ||||||||||||||||||
Market Basket (Median)
|
100.00 | 99.05 | 121.69 | 122.97 | 77.88 | 115.22 | ||||||||||||||||||
(1) | Assumes $100 invested on December 31, 2004, and the reinvestment of dividends; chart reflects performance on a calendar year basis. | |
(2) | Weighted average is weighted by market capitalization. |
Stock price performance reflected in the above graph is not
necessarily indicative of future price performance.
We identify your world 19
Managements
Discussion and Analysis
of Results of Operations and Financial Condition
of Results of Operations and Financial Condition
ORGANIZATION OF
INFORMATION
Managements Discussion and Analysis provides a narrative
concerning our financial performance and condition that should
be read in conjunction with the accompanying financial
statements. It includes the following sections:
Definition of Terms
|
20 | |||
Forward-looking Statements
|
20 | |||
Overview and Outlook
|
20 | |||
Analysis of Results of Operations
|
22 | |||
Results of Operations by Segment
|
24 | |||
Financial Condition
|
26 | |||
Uses and Limitations of Non-GAAP Measures
|
32 | |||
Transactions with Related Persons
|
32 | |||
Critical Accounting Policies and Estimates
|
32 | |||
Recent Accounting Requirements
|
35 | |||
Safe Harbor Statement
|
35 | |||
Market-Sensitive Instruments and Risk Management
|
36 |
DEFINITION OF
TERMS
Our consolidated financial statements are prepared in conformity
with accounting principles generally accepted in the United
States of America, or GAAP. Our discussion of financial results
includes several non-GAAP measures to provide additional
information concerning Avery Dennison Corporations (the
Companys) performance. These non-GAAP
financial measures are not in accordance with, nor are they a
substitute for, GAAP financial measures. These non-GAAP
financial measures are intended to supplement the presentation
of our financial results that are prepared in accordance with
GAAP. Refer to Uses and Limitations of
Non-GAAP Measures.
We use the following terms:
o | Organic sales growth (decline) refers to the change in sales excluding the estimated impact of currency translation, acquisitions and divestitures, and the estimated impact of the extra week in fiscal year 2009; | |
o | Segment operating income (loss) refers to income (loss) before interest and taxes; | |
o | Free cash flow refers to cash flow from operations and net (purchases) proceeds from sale of investments, less payments for capital expenditures, software and other deferred charges; and | |
o | Operational working capital refers to trade accounts receivable and inventories, net of accounts payable. |
FORWARD-LOOKING
STATEMENTS
Certain statements contained in Managements Discussion and
Analysis are forward-looking statements and are
subject to certain risks and uncertainties. Refer to our
Safe Harbor Statement contained elsewhere in this
report.
OVERVIEW AND
OUTLOOK
Overview
Sales
Our sales from operations declined 11% in 2009 compared to a
growth of 6% in 2008, reflecting weakness in market conditions.
Estimated change in sales due to: | 2009 | 2008 | 2007 | |||||||||
Organic sales growth (decline)
|
(9 | )% | (3 | )% | 1 | % | ||||||
Extra week in fiscal
year(1)
|
1 | | | |||||||||
Foreign currency translation
|
(4 | ) | 3 | 5 | ||||||||
Acquisitions, net of divestitures
|
| 7 | 8 | |||||||||
Reported sales growth
(decline)(2)
|
(11 | )% | 6 | % | 13 | % | ||||||
(1) | Our 2009 fiscal year consisted of a 53-week period, with the extra week reflected in the first quarter. Normally, each fiscal year consists of 52 weeks, but every fifth or sixth year consists of 53 weeks. | |
(2) | Totals may not sum due to rounding. |
Net
Income
In 2009, we had a net loss of approximately $747 million,
compared to a net income of approximately $266 million in
2008.
Negative factors affecting the change in net income included:
o | Impairment of goodwill and indefinite-lived intangible assets | |
o | Lower net sales | |
o | Higher restructuring and asset impairment charges related to cost reduction actions | |
o | Higher employee-related costs | |
o | Higher legal settlement costs | |
o | Investment in growth initiatives | |
o | Loss on debt extinguishment |
Positive factors affecting the change in net income included:
o | Cost savings from productivity improvement initiatives, including savings from restructuring actions, and cost reductions consistent with a recessionary environment | |
o | Changes in pricing to offset the cumulative impact of inflation experienced in 2008 | |
o | Lower transition costs related to acquisition integrations | |
o | Lower raw material and energy costs |
Impairment of
Goodwill and Indefinite-Lived Intangible Assets
We perform our annual impairment test of goodwill and
indefinite-lived intangible assets (goodwill
impairment) during the fourth quarter. However, certain
factors may result in the need to perform a goodwill impairment
test prior to the fourth quarter, including significant
underperformance of our business relative to expected operating
results, significant adverse economic and industry trends,
significant decline in our market capitalization for an extended
period of time relative to net book value, or a decision to
divest an individual business within a reporting unit. Based
upon our assessment of these factors in connection with the
preparation of our first quarter financial statements, we
determined that there was a need to initiate an interim goodwill
impairment test. The factors considered included both a
sustained decline in our stock price and a decline in our 2009
revenue projections for the retail information services
reporting unit, following lower than expected revenues in March
2009, which continued in April 2009. The peak season for the
retail information
20 Avery Dennison Corporation 2009 Annual Report
services reporting unit has traditionally been March through the
end of the second quarter.
Our interim impairment analysis indicated that the fair value of
each of our reporting units exceeded its carrying value, except
for our retail information services reporting unit, which had a
fair value less than its carrying value.
In performing the required goodwill impairment test, we
primarily apply a present value (discounted cash flow) method to
determine the fair value of the reporting units with goodwill.
Our reporting units, which are composed of either a discrete
business or an aggregation of businesses with similar economic
characteristics, consist of roll materials; retail information
services; office and consumer products; graphics and reflective
products; industrial products; and business media.
In the first quarter of 2009, we recorded non-cash impairment
charges of $832 million for the retail information services
reporting unit, of which $820 million is related to
goodwill and $12 million is related to indefinite-lived
intangible assets. We completed our interim goodwill impairment
test in the second quarter of 2009, with no additional
impairment charge recorded thereafter. Results from our annual
impairment test in the fourth quarter of 2009 indicated that no
impairment had occurred.
Refer to Note 3, Goodwill and Other Intangibles
Resulting from Business Acquisitions, to the Consolidated
Financial Statements for further information.
Acquisitions
We completed the acquisition of Paxar Corporation
(Paxar) on June 15, 2007. The combination of
the Paxar business into our Retail Information Services segment
increases our presence in the retail information and brand
identification market, combines complementary strengths and
broadens the range of our product and service capabilities,
improves our ability to meet customer demands for product
innovation and improved quality of service, and facilitates
expansion into new product and geographic segments. See
Paxar Acquisition-related Actions below for
information on costs incurred and cost synergies achieved during
integration.
We completed the acquisition of DM Label Group (DM
Label) on April 1, 2008. DM Label operations are
included in our Retail Information Services segment.
See Note 2, Acquisitions, to the Consolidated
Financial Statements for further information.
Paxar
Acquisition-related Actions
From June 2007 through 2008, actions to integrate Paxar resulted
in pretax charges of $99.7 million, including severance and
employee-related costs, asset impairment charges, and lease
cancellation costs in our Retail Information Services segment.
Incremental cost synergies resulting from the integration were
approximately $12 million in 2009, approximately
$88 million in 2008, and approximately $20 million in
2007.
Cost Reduction
Actions
Q4
2008 2010 Actions
In the fourth quarter of 2008, we initiated restructuring
actions that are now expected to generate approximately
$180 million in annualized savings by the middle of 2010,
of which $75 million, net of transition costs, was realized
in 2009. We expect to incur approximately $160 million of
total restructuring charges associated with these actions, of
which approximately $110 million represents cash charges.
At the end of 2009, we achieved run-rate savings representing
approximately 75% of our target.
From the fourth quarter of 2008 through the end of 2009, we
recorded approximately $141 million in pretax charges
related to these restructuring actions, consisting of severance
and related employee costs, asset impairment charges, and lease
cancellation costs. Severance and employee-related costs related
to approximately 4,035 positions, impacting all of our segments
and geographic regions.
The remainder of the costs associated with this action is
expected to be incurred in the first half of 2010.
Q1
2008 Q3 2008 Actions
During the first three quarters of 2008, we implemented cost
reduction actions resulting in pretax charges of
$22.8 million, including severance and employee-related
costs for approximately 645 positions, asset impairment charges,
and lease cancellation costs. We achieved annualized savings of
approximately $20 million (most of which benefited
2009) as a result of these actions.
Q4
2006 2007 Actions
We incurred $31.4 million in pretax charges related to cost
reduction actions initiated from late 2006 through the end of
2007, including severance and employee related costs for
approximately 555 positions, asset impairment charges, and lease
cancellation costs. Savings from these restructuring actions,
net of transition costs, were approximately $8 million in
2009, $32 million in 2008 and $5 million in 2007.
Refer to Note 10, Cost Reduction Actions, to
the Consolidated Financial Statements for further information.
Free Cash
Flow
Free cash flow, which is a non-GAAP measure, refers to cash flow
from operating activities and net (purchases) proceeds from sale
of investments, less payments for capital expenditures, software
and other deferred charges. We use free cash flow as a measure
of funds available for other corporate purposes, such as
dividends, debt reduction, acquisitions, and repurchases of
common stock. Management believes that this measure provides
meaningful supplemental information to our investors to assist
them in their financial analysis of the Company. This measure is
not intended to represent the residual cash available for
discretionary purposes. Refer to the discussion under Uses
and Limitations of Non-GAAP Measures elsewhere in
this report for further information regarding limitations of
this measure.
We identify your world 21
Managements
Discussion and Analysis
of Results of Operations and Financial Condition (continued)
of Results of Operations and Financial Condition (continued)
(In millions) | 2009 | 2008 | 2007 | |||||||||
Net cash provided by operating activities
|
$ | 569.0 | $ | 539.7 | $ | 499.4 | ||||||
Purchase of property, plant and equipment
|
(72.2 | ) | (128.5 | ) | (190.5 | ) | ||||||
Purchase of software and other deferred charges
|
(30.6 | ) | (63.1 | ) | (64.3 | ) | ||||||
(Purchases) proceeds from sale of investments,
net(1)
|
(.5 | ) | 17.2 | | ||||||||
Free cash flow
|
$ | 465.7 | $ | 365.3 | $ | 244.6 | ||||||
(1) | Net (purchases) proceeds from sale of investments relate to net purchasing/sales activities of securities held by our captive insurance company in 2009 and 2008, and sales of other investments in 2008. |
The increase in free cash flow in 2009 of $100.4 million is
primarily due to operational working capital productivity in
inventory and collection of trade accounts receivables, as well
as lower spending on capital expenditures, software and other
deferred charges, partially offset by lower income from
operations.
The increase in free cash flow in 2008 of $120.7 million is
primarily due to increased cash flow provided by operating
activities and reduced capital spending, partially offset by
lower income from operations.
See Analysis of Results of Operations and
Liquidity in Financial Condition below
for more information.
Dividend
On July 30, 2009 and October 22, 2009, we declared a
dividend of $.20 per share, a reduction from our previous
dividend of $.41 per share in the same periods in 2008. This
action was taken in response to the possibility of continued
poor market conditions beyond 2009, to focus on reducing debt,
and to meet increased pension funding requirements.
Legal
Proceedings
We are a named defendant in purported class actions in the
U.S. seeking treble damages and other relief for alleged
unlawful competitive practices.
The Board of Directors created an ad hoc committee comprised of
certain independent directors to oversee the foregoing matters.
As previously disclosed and reported to authorities in the U.S.,
we have discovered instances of conduct by certain employees
that potentially violate the U.S. Foreign Corrupt Practices
Act. We reported that conduct to authorities in the
U.S. and have entered into a settlement agreement with the
Securities and Exchange Commission (SEC) in this
regard. Refer to Note 8, Contingencies, to the
Consolidated Financial Statements for further information.
We are unable to predict the effect of these matters at this
time, although the effect could be adverse and material. These
and other matters are reported in Note 8,
Contingencies, to the Consolidated Financial
Statements.
Outlook
Certain factors that we believe may contribute to 2010 results
are listed below.
The effect of the fiscal calendar change (extra week in
2009) is anticipated to reduce sales in 2010 by
approximately $50 million compared to 2009.
We expect incremental pension expense of approximately
$10 million in 2010. At year end 2009, actuarial
projections indicate that we will be required to make total
pension contributions in the range of $200 million to
$300 million from 2009 through 2013.
We anticipate restructuring charges of approximately
$15 million to $20 million in 2010. We expect to
realize an incremental $70 million of restructuring
savings, net of transition costs, in 2010.
We anticipate lower interest expense in 2010 due primarily to
retirements and repayments of certain indebtedness. Our
assumptions on interest expense are subject to changes in market
rates throughout the year.
The annual effective tax rate will be impacted by future events
including changes in tax laws, geographic income mix, tax
audits, closure of tax years, legal entity restructuring, and
release of, or accrual for, valuation allowances on deferred tax
assets. The effective tax rate can potentially have wide
variances from quarter to quarter, resulting from interim
reporting requirements and the recognition of discrete events.
We anticipate increased investment in new growth opportunities
and infrastructure.
We anticipate our capital and software expenditures to be in the
range of $125 million to $150 million in 2010.
We are targeting a reduction of debt of at least
$350 million from the end of the second quarter of 2009
through the end of 2010. In the second half of 2009, we reduced
debt by approximately $300 million.
ANALYSIS OF
RESULTS OF OPERATIONS
Income Before
Taxes:
(In millions) | 2009 | 2008 | 2007 | |||||||||
Net sales
|
$ | 5,952.7 | $ | 6,710.4 | $ | 6,307.8 | ||||||
Cost of products sold
|
4,366.2 | 4,983.4 | 4,585.4 | |||||||||
Gross profit
|
1,586.5 | 1,727.0 | 1,722.4 | |||||||||
Marketing, general and administrative expense
|
1,268.8 | 1,304.3 | 1,182.5 | |||||||||
Goodwill and indefinite-lived intangible asset impairment charges
|
832.0 | | | |||||||||
Interest expense
|
85.3 | 115.9 | 105.2 | |||||||||
Other expense, net
|
191.3 | 36.2 | 59.4 | |||||||||
Income (loss) before taxes
|
$ | (790.9 | ) | $ | 270.6 | $ | 375.3 | |||||
As a Percent of Sales: | % | % | % | |||||||||
Gross profit (margin)
|
26.7 | 25.7 | 27.3 | |||||||||
Marketing, general and administrative expense
|
21.3 | 19.4 | 18.7 | |||||||||
Income (loss) before taxes
|
(13.3 | ) | 4.0 | 5.9 | ||||||||
Sales
Sales decreased 11% in 2009 and increased 6% in 2008.
The decrease in 2009 reflected lower sales on an organic basis,
partially offset by incremental sales from the DM Label
acquisition (approximately $9 million) and the estimated
impact of the extra week in the first quarter of 2009. In
addition, foreign currency translation had an unfavorable impact
on the change in sales of approximately $269 million. On an
22 Avery Dennison Corporation 2009 Annual Report
organic basis, sales declined 9% in 2009, as continued
deterioration in market conditions contributed to volume
declines, partially offset by the effect of changes in pricing
to offset the cumulative impact of inflation experienced in 2008.
The increase in 2008 was driven primarily by acquisitions and
the effect of currency translation. The acquisitions of Paxar
and DM Label increased sales by an estimated $450 million
in 2008. Foreign currency translation had a favorable impact on
the change in sales of approximately $167 million. On an
organic basis, sales declined 3% in 2008, which reflected
worsening global economic conditions in 2008, which were
experienced first in the U.S., then in Western Europe, and then
in our emerging markets.
Organic sales growth or decline by our major regions of
operation was as follows:
2009 | 2008 | 2007 | ||||||||||
U.S.
|
(9 | )% | (7 | )% | (4 | )% | ||||||
Europe
|
(12 | )% | (1 | )% | 3 | % | ||||||
Asia
|
(3 | )% | 1 | % | 9 | % | ||||||
Latin America
|
(2 | )% | 1 | % | 4 | % | ||||||
Refer to Results of Operations by Segment for
information on segments.
Gross Profit
Margin
Gross profit margin in 2009 increased from 2008, primarily due
to benefits from restructuring and productivity improvement
initiatives, the effect of changes in pricing to offset the
cumulative impact of inflation experienced in 2008, and lower
raw material and energy costs. These benefits were partially
offset by reduced fixed-cost leverage due to lower volume,
unfavorable segment mix, and higher employee costs.
Gross profit margin in 2008 decreased from 2007 as higher gross
profit margin associated with sales from the Paxar business and
savings from restructuring actions and other sources of
productivity were more than offset by the carryover effect of
prior year price competition in the roll materials business,
higher raw material and other cost inflation, negative product
mix shifts (lower sales of higher gross profit margin products),
as well as reduced fixed-cost leverage on an organic basis.
Marketing,
General and Administrative Expense
Marketing, general and administrative expense in 2009 decreased
from 2008, as cost reductions consistent with a recessionary
environment, benefits from restructuring and productivity
initiatives, and the impact of foreign currency translation
(approximately $40 million) were partially offset by:
o | Higher employee costs | |
o | Investment in growth initiatives | |
o | Estimated costs associated with the extra week |
Marketing, general and administrative expense in 2008 increased
from 2007, as benefits from productivity improvement initiatives
and lower net transition costs related to the Paxar and DM Label
acquisitions were more than offset by:
o | Costs associated with the acquired businesses (totaling approximately $123 million, including $15 million in incremental amortization of intangibles) | |
o | The negative impact of fluctuations in foreign currency (approximately $13 million) | |
o | Higher employee costs |
Interest
Expense
In 2009, interest expense decreased 26%, or approximately
$31 million, due to retirements and repayments of certain
indebtedness and lower interest rates on short-term borrowings.
In 2008, interest expense increased 10%, or approximately
$11 million, due to an increase in borrowings to fund the
Paxar and DM Label acquisitions, partially offset by the benefit
of lower interest rates.
Other Expense,
net
(In millions, pretax) | 2009 | 2008 | 2007 | |||||||||
Restructuring costs
|
$ | 86.8 | $ | 29.8 | $ | 21.6 | ||||||
Asset impairment and lease cancellation charges
|
42.3 | 10.9 | 17.5 | |||||||||
Asset impairment integration related
|
| | 18.4 | |||||||||
Other items
|
62.2 | (4.5 | ) | 1.9 | ||||||||
Other expense, net
|
$ | 191.3 | $ | 36.2 | $ | 59.4 | ||||||
For all three years presented, Other expense, net
consisted of charges for restructuring, including severance and
other employee-related costs, asset impairment charges, and
lease cancellation costs, as described above in Cost
Reduction Actions. Refer also to Note 10, Cost
Reduction Actions, to the Consolidated Financial
Statements for more information.
In 2009, other items included in Other expense, net
included:
o | Legal settlement costs ($41 million) | |
o | A loss from debt extinguishment ($21.2 million) |
For more information regarding the debt extinguishment, refer to
Financial Condition in this report and Note 4,
Debt, to the Consolidated Financial Statements. For
more information regarding the legal settlement costs, refer to
Note 8, Contingencies, to the Consolidated
Financial Statements.
In 2008, other items included in Other expense, net
consisted of a gain on sale of investments ($4.5 million).
In 2007, other items included in Other expense, net
included:
o | Cash flow hedge loss ($4.8 million) | |
o | Expenses related to a divestiture ($.3 million) | |
o | Reversal of accrual related to a lawsuit ($3.2 million) |
Net Income and
Earnings per Share:
(In millions, except per share amounts) | 2009 | 2008 | 2007 | |||||||||
Income (loss) before taxes
|
$ | (790.9 | ) | $ | 270.6 | $ | 375.3 | |||||
(Benefit from) provision for income taxes
|
(44.2 | ) | 4.5 | 71.8 | ||||||||
Net income (loss)
|
$ | (746.7 | ) | $ | 266.1 | $ | 303.5 | |||||
Net income (loss) per common share
|
$ | (7.21 | ) | $ | 2.70 | $ | 3.09 | |||||
Net income (loss) per common share, assuming dilution
|
$ | (7.21 | ) | $ | 2.70 | $ | 3.07 | |||||
Net income (loss) as a percent of sales
|
(12.5 | )% | 4.0 | % | 4.8 | % | ||||||
Effective tax rate
|
5.6 | % | 1.7 | % | 19.1 | % | ||||||
We identify your world 23
Managements
Discussion and Analysis
of Results of Operations and Financial Condition (continued)
of Results of Operations and Financial Condition (continued)
(Benefit from)
Provision for Income Taxes
The effective tax rate was approximately 6% for 2009 compared
with approximately 2% for 2008. The 2009 effective tax rate is
most significantly influenced by the non-cash goodwill and
indefinite-lived intangible asset impairment charges, as these
expenses are largely not tax deductible, and from one-time
benefits from tax planning actions, partially offset by
increases to our tax reserves.
The effective tax rate was approximately 2% for 2008 compared
with approximately 19% for 2007. Our 2008 effective tax rate
reflects $45.3 million of benefit from changes in the
valuation allowance against certain deferred tax assets,
favorable geographic income mix, and a $24.8 million
detriment from accruals for uncertain tax positions.
Refer to Note 11, Taxes on Income, for more
information.
RESULTS OF
OPERATIONS BY SEGMENT
Pressure-sensitive
Materials Segment
(In millions) | 2009 | 2008 | 2007 | |||||||||
Net sales including intersegment sales
|
$ | 3,448.9 | $ | 3,816.2 | $ | 3,662.6 | ||||||
Less intersegment sales
|
(148.9 | ) | (172.4 | ) | (164.9 | ) | ||||||
Net sales
|
$ | 3,300.0 | $ | 3,643.8 | $ | 3,497.7 | ||||||
Operating
income(1)
|
184.7 | 257.2 | 322.3 | |||||||||
(1) Includes restructuring
costs, asset impairment and lease cancellation charges for all
years presented, and other items in 2009 and 2007
|
$ | 75.3 | $ | 12.6 | $ | 14.3 | ||||||
Net
Sales
Sales in our Pressure-sensitive Materials segment decreased 9%
in 2009 and increased 4% in 2008.
In 2009, the decrease in reported sales reflected lower sales on
an organic basis and the unfavorable impact of foreign currency
translation (approximately $186 million), partially offset
by the estimated impact of the extra week in the first quarter
of 2009. On an organic basis, sales declined 6% in 2009
primarily due to declines in volume, partially offset by the
effect of changes in pricing to offset the cumulative impact of
inflation experienced in 2008.
On an organic basis, sales in our roll materials business in
2009 declined at a high single-digit rate in Europe, a mid
single-digit rate (excluding intercompany sales) in North
America, and a low single-digit rate in Latin America,
reflecting continued weakness in end markets. These declines
were partially offset by mid-single digit growth in Asia. On an
organic basis, sales in our emerging markets (Asia, Latin
America, and Eastern Europe) remained flat in 2009 compared to
2008.
On an organic basis, sales in our graphics and reflective
business in 2009 declined at a mid-teen rate, reflecting lower
promotional spending by businesses in response to weak market
conditions.
In 2008, the increase in reported sales included a favorable
impact of foreign currency translation of approximately
$132 million in 2008. On an organic basis, sales grew 1% in
2008.
The organic sales growth in 2008 reflected growth in our roll
materials business in Asia, Latin America and Europe, partially
offset by declines in our North American roll materials
businesses. On an organic basis, sales in our roll materials
business in 2008 experienced high single-digit growth in Asia
and low single-digit growth in Europe and Latin America. In our
North American roll materials business, slow market conditions
in 2008 resulted in a low single-digit decline in sales on an
organic basis.
In our graphics and reflective business, sales declined on an
organic basis at a mid single-digit rate in 2008, as growth in
Asia and Latin America was more than offset by declines in the
U.S. and Europe. The decline primarily reflected lower
promotional spending on graphic products by businesses in
response to weak market conditions.
Operating
Income
Decreased operating income in 2009 reflected legal settlement
costs, and higher restructuring costs, asset impairment charges,
and lease cancellation costs. In addition, lower volume, the
unfavorable impact of currency translation, and higher employee
costs more than offset the effect of changes in pricing to
offset the cumulative impact of inflation experienced in 2008,
lower raw material and energy costs, and cost savings from
restructuring and productivity improvement initiatives.
Decreased operating income in 2008 reflected the negative
effects of raw material and other cost inflation, prior year
price reductions (which more than offset the benefits of price
increases in 2008), and negative product mix. In addition,
operating income in 2007 included the reversal of an accrual
related to a lawsuit. These negative factors were partially
offset by higher volume and cost savings from restructuring and
productivity improvement initiatives.
Retail
Information Services Segment
(In millions) | 2009 | 2008 | 2007 | |||||||||
Net sales including intersegment sales
|
$ | 1,324.8 | $ | 1,550.8 | $ | 1,177.5 | ||||||
Less intersegment sales
|
(1.6 | ) | (2.1 | ) | (2.1 | ) | ||||||
Net sales
|
$ | 1,323.2 | $ | 1,548.7 | $ | 1,175.4 | ||||||
Operating income
(loss)(1)(2)
|
(900.4 | ) | 11.3 | (4.6 | ) | |||||||
(1) Includes restructuring
costs, asset impairment and lease cancellation charges for all
years presented
|
$ | 51.6 | $ | 12.2 | $ | 31.3 | ||||||
(2) Includes goodwill and
indefinite-lived intangible asset impairment charges in 2009 and
transition costs associated with acquisition integrations in
2008 and 2007
|
$ | 832.0 | $ | 24.1 | $ | 43.0 | ||||||
Net
Sales
Sales in our Retail Information Services segment decreased 15%
in 2009, and increased 32% in 2008.
In 2009, the decrease in reported sales reflected lower sales on
an organic basis and the unfavorable impact of foreign currency
translation (approximately $46 million), partially offset
by the estimated impact of the extra week in the first quarter
of 2009 and incremental sales from the DM Label acquisition
(approximately $9 million). On an organic basis, sales
declined 14% in 2009 due primarily to lower volume from
continued weakness in the apparel markets in the U.S. and
Europe, and tighter inventory controls by retailers and brand
owners.
In 2008, the increase in reported sales reflected an estimated
$450 million in sales from the Paxar and DM Label
acquisitions and the favorable impact of foreign currency
translation (approximately $7 million). On an organic
basis, sales declined 6% in 2008 reflecting continued weakness
in the domestic retail apparel markets and weakness experienced
in the European retail markets.
24 Avery Dennison Corporation 2009 Annual Report
Operating Income
(Loss)
Operating loss in 2009 reflected goodwill and indefinite-lived
intangible asset impairment charges and higher restructuring,
asset impairment and lease cancellation charges, partially
offset by reduced transition costs related to acquisition
integrations in 2009. In addition, incremental savings from
integration actions and the benefit of restructuring and
productivity improvement initiatives were more than offset by
lower volume, changes in pricing, and higher employee costs.
Increased operating income in 2008 reflected higher sales, lower
restructuring, asset impairment and lease cancellation charges,
incremental synergies and lower transition costs related to the
Paxar integration, and savings from restructuring and
productivity improvement initiatives, partially offset by raw
material and other cost inflation, and incremental amortization
of acquisition intangibles.
Office and
Consumer Products Segment
(In millions) | 2009 | 2008 | 2007 | |||||||||
Net sales including intersegment sales
|
$ | 850.0 | $ | 937.0 | $ | 1,017.8 | ||||||
Less intersegment sales
|
(.7 | ) | (1.2 | ) | (1.6 | ) | ||||||
Net sales
|
$ | 849.3 | $ | 935.8 | $ | 1,016.2 | ||||||
Operating
income(1)
|
118.1 | 145.7 | 174.6 | |||||||||
(1) Includes restructuring
costs for all years, asset impairment charges in 2009 and 2008,
lease cancellation costs and other items in 2007
|
$ | 14.0 | $ | 12.7 | $ | 4.8 | ||||||
Net
Sales
Sales in our Office and Consumer Products segment decreased 9%
in 2009 and 8% in 2008.
In 2009, the decrease in reported sales reflected lower sales on
an organic basis and the unfavorable impact of foreign currency
translation (approximately $22 million), partially offset
by the estimated impact of the extra week in the first quarter
of 2009. On an organic basis, sales declined 8% in 2009 due
primarily to lower volume from weak end market demand led by
slower corporate purchasing activity, partially offset by strong
back-to-school
sales and the effect of changes in pricing to offset the
cumulative impact of inflation experienced in 2008.
In 2008, the decrease in reported sales reflected lower sales on
an organic basis, partially offset by the favorable impact of
foreign currency translation (approximately $12 million). On an
organic basis, sales declined approximately 9% in 2008 due
primarily to a combination of weak end market demand and tighter
inventory controls by customers.
Operating
Income
Decreased operating income in 2009 reflected the impact of lower
volume, higher employee costs, and increased marketing and
product development spending, partially offset by cost savings
from restructuring and productivity improvement initiatives and
the effect of changes in pricing to offset the cumulative impact
of inflation experienced in 2008.
Decreased operating income in 2008 reflected lower sales and
cost inflation, partially offset by price increases and savings
from restructuring actions and other productivity improvement
initiatives.
Restructuring costs were incurred in all three years and asset
impairment charges were incurred in 2009 and 2008. Operating
income in 2007 included lease cancellation costs and expense
related to a divestiture.
Other specialty
converting businesses
(In millions) | 2009 | 2008 | 2007 | |||||||||
Net sales including intersegment sales
|
$ | 496.4 | $ | 608.5 | $ | 638.4 | ||||||
Less intersegment sales
|
(16.2 | ) | (26.4 | ) | (19.9 | ) | ||||||
Net sales
|
$ | 480.2 | $ | 582.1 | $ | 618.5 | ||||||
Operating income
(loss)(1)
|
(42.7 | ) | 7.4 | 27.7 | ||||||||
(1) Includes restructuring and
asset impairment charges for all years presented
|
$ | 29.2 | $ | 3.2 | $ | 4.2 | ||||||
Net
Sales
Sales in our other specialty converting businesses decreased 18%
in 2009 and 6% in 2008.
In 2009, the decrease in reported sales reflected lower sales on
an organic basis and the unfavorable impact of foreign currency
translation (approximately $15 million), partially offset
by the estimated impact of the extra week in the first quarter
of 2009. On an organic basis, sales declined 16% in 2009,
primarily reflecting lower volume in products sold to the
automotive, housing, and construction industries.
In 2008, the decrease in reported sales reflected lower sales on
an organic basis, partially offset by the favorable impact of
foreign currency translation (approximately $17 million).
On an organic basis, sales declined 8% in 2008, reflecting lower
volume in products sold to the automotive, housing, and
construction industries, and the negative effect of exiting
certain low-margin products in our specialty tape business,
partially offset by growth in our radio-frequency identification
(RFID) division.
Operating Income
(Loss)
Operating loss for these businesses in 2009 reflected lower
volume and higher restructuring and asset impairment charges,
partially offset by the benefit of restructuring and
productivity improvement initiatives.
Decreased operating income for these businesses in 2008
reflected lower sales and cost inflation, partially offset by
the benefit of productivity improvement initiatives, lower
restructuring and asset impairment charges, and a reduction in
operating loss in our RFID division.
We identify your world 25
Managements
Discussion and Analysis
of Results of Operations and Financial Condition (continued)
of Results of Operations and Financial Condition (continued)
Liquidity
Cash Flow from
Operating Activities:
(In millions) | 2009 | 2008 | 2007 | |||||||||
Net income (loss)
|
$ | (746.7 | ) | $ | 266.1 | $ | 303.5 | |||||
Depreciation and amortization
|
267.3 | 278.4 | 237.3 | |||||||||
Provision for doubtful accounts
|
19.3 | 17.7 | 18.7 | |||||||||
Goodwill and indefinite-lived intangible asset impairment charges
|
832.0 | | | |||||||||
Asset impairment and net loss on sale and disposal of assets
|
48.0 | 16.8 | 44.0 | |||||||||
Loss from debt extinguishment
|
21.2 | | | |||||||||
Stock-based compensation
|
25.8 | 29.0 | 21.6 | |||||||||
Other non-cash expense and loss
|
22.0 | 11.3 | | |||||||||
Other non-cash income and gain
|
(8.7 | ) | (12.4 | ) | (1.0 | ) | ||||||
Trade accounts receivable
|
95.7 | 57.7 | (17.7 | ) | ||||||||
Inventories
|
133.3 | 16.5 | (5.3 | ) | ||||||||
Other current assets
|
40.6 | (30.0 | ) | 18.8 | ||||||||
Accounts payable and accrued liabilities
|
(52.4 | ) | (15.8 | ) | (87.1 | ) | ||||||
Income taxes (deferred and accrued)
|
(90.7 | ) | (79.9 | ) | (31.4 | ) | ||||||
Other assets
|
2.3 | 20.8 | (17.1 | ) | ||||||||
Long-term retirement benefits and other liabilities
|
(40.0 | ) | (36.5 | ) | 15.1 | |||||||
Net cash provided by operating activities
|
$ | 569.0 | $ | 539.7 | $ | 499.4 | ||||||
For cash flow purposes, changes in assets and liabilities and
other adjustments, net of the effect of business acquisitions,
exclude the impact of foreign currency translation (discussed
below in Analysis of Selected Balance Sheet
Accounts).
In 2009, cash flow provided by operating activities improved
compared to 2008 due to operational working capital productivity
in inventory and collection of trade accounts receivables,
partially offset by lower income from operations.
In 2008, cash flow provided by operating activities improved
compared to 2007 due to improved collection of trade accounts
receivable; extended payment terms on accounts payable;
decreased purchases and better management of inventory; lower
rebate payments; and lower income tax payments, net of refunds.
These positive factors were partially offset by higher payments
for interest and higher material costs.
Cash Flow from
Investing Activities:
(In millions) | 2009 | 2008 | 2007 | |||||||||
Purchase of property, plant and equipment
|
$ | (72.2 | ) | $ | (128.5 | ) | $ | (190.5 | ) | |||
Purchase of software and other deferred charges
|
(30.6 | ) | (63.1 | ) | (64.3 | ) | ||||||
Payments for acquisitions
|
| (131.2 | ) | (1,291.9 | ) | |||||||
(Purchases) proceeds from sale of investments, net
|
(.5 | ) | 17.2 | | ||||||||
Other
|
(2.5 | ) | 12.1 | 3.5 | ||||||||
Net cash used in investing activities
|
$ | (105.8 | ) | $ | (293.5 | ) | $ | (1,543.2 | ) | |||
Capital and
Software Spending
In 2009, we invested in various small capital projects,
including projects associated with an expansion in Japan.
Significant capital projects in 2008 included investments for
expansion in China and India serving both our materials and
retail information services businesses.
Significant information technology projects in 2009 and 2008
included customer service and standardization initiatives.
Payments for
acquisitions
On April 1, 2008, we completed the acquisition of DM Label.
On June 15, 2007, we completed the acquisition of Paxar.
Refer to Note 2, Acquisitions, to the
Consolidated Financial Statements for more information.
Payments for acquisitions during 2007 also included buy-outs of
minority interest shareholders associated with certain
subsidiaries of RVL Packaging, Inc. and Paxar of approximately
$4 million.
Proceeds from
Sale of Investments
In 2008, net proceeds from sale of investments consist of the
sale of securities primarily held by our captive insurance
company.
Cash Flow from
Financing Activities:
(In millions) | 2009 | 2008 | 2007 | |||||||||
Net change in borrowings and payments of debt
|
$ | (300.6 | ) | $ | (40.7 | ) | $ | 1,259.0 | ||||
Dividends paid
|
(134.9 | ) | (175.0 | ) | (171.8 | ) | ||||||
Purchase of treasury stock
|
| (9.8 | ) | (63.2 | ) | |||||||
Proceeds from exercise of stock options, net
|
.6 | 2.7 | 38.1 | |||||||||
Other
|
2.2 | 14.3 | (6.7 | ) | ||||||||
Net cash (used in) provided by financing activities
|
$ | (432.7 | ) | $ | (208.5 | ) | $ | 1,055.4 | ||||
Borrowings and
Repayment of Debt
At year end 2009, our borrowings outstanding under foreign
short-term lines of credit were approximately $60 million
(weighted-average interest rate of 12.8%), compared to
approximately $106 million at year end 2008
(weighted-average interest rate of 6.9%).
Short-term variable rate domestic borrowings were
$415 million at January 2, 2010 (weighted-average
interest rate of 0.2%), compared to $558 million at
December 27, 2008 (weighted-average interest rate of 0.9%).
At January 2, 2010, short-term variable rate domestic
borrowings were from commercial paper issuance.
The change in outstanding commercial paper reflects positive
cash flow from improved operational working capital, as well as
reduced capital spending and a reduced quarterly dividend from
$.41 per share to $.20 per share during the second half of the
year. During 2007, we increased our short-term borrowings to
initially fund the Paxar acquisition, as well as to support
share repurchases.
We had medium-term notes of $50 million outstanding at both
year end 2009 and 2008. In 2008, medium-term notes of
$50 million were paid on maturity.
In March 2009, we completed an exchange of approximately
6.6 million of our Corporate HiMEDS units, or approximately
75.15% of the outstanding Corporate HiMEDS units. In aggregate,
the exchange
26 Avery Dennison Corporation 2009 Annual Report
resulted in the extinguishment of approximately
$331 million of senior notes that are part of the Corporate
HiMEDS units.
In February 2008, one of our subsidiaries entered into a credit
agreement for a term loan credit facility with fifteen domestic
and foreign banks for a total commitment of $400 million,
which we guaranteed, maturing February 8, 2011. In 2009, we
reduced the outstanding balance of this term loan by
approximately $60 million.
Refer to Capital Resources below for further
information on the 2009 and 2008 borrowings and repayment of
debt.
Dividend
Payments
Our annual dividend per share decreased to $1.22 in 2009 from
$1.64 in 2008. Refer to Dividend in the Overview and
Outlook section above for further information.
Share
Repurchases
On October 26, 2006, the Board of Directors authorized the
Company to purchase an additional 5 million shares of the
Companys stock under our existing stock repurchase
program, resulting in a total authorization of approximately
7.4 million shares of the Companys stock at that
date. In 2008, we repurchased approximately .2 million
shares totaling approximately $10 million. As of
January 2, 2010, approximately 3.9 million shares were
available for repurchase under the Board of Directors
authorization.
Analysis of
Selected Balance Sheet Accounts
Long-lived
Assets
Goodwill decreased approximately $766 million during 2009,
which reflected a non-cash impairment charge associated with our
retail information services reporting unit ($820 million),
partially offset by net purchase price adjustments associated
with the DM Label and the Paxar acquisitions ($31 million)
and the impact of foreign currency translation
($23 million).
Other intangibles resulting from business acquisitions, net
decreased approximately $41 million during 2009, which
reflected normal amortization expense ($33 million) and a
non-cash impairment charge associated with our retail
information services reporting unit ($12 million),
partially offset by the impact of foreign currency translation
($3 million) and a reclassification of trade names from
Other assets ($1 million).
Refer to Note 3, Goodwill and Other Intangibles
Resulting from Business Acquisitions, to the Consolidated
Financial Statements for more information.
Other assets increased approximately $42 million during
2009, which reflected an increase in long-term pension assets
($43 million), an increase in software and other deferred
charges ($41 million), an increase in third-party loan
receivable ($5 million), and the impact of foreign currency
translation ($3 million). These increases were partially
offset by normal amortization and impairment of software and
other deferred charges ($44 million), the write-off of
unamortized debt issuance costs associated with the exchange of
the HiMEDS units, net of additional financing costs, related to
the covenant amendments discussed below in Capital
Resources ($5 million), and a reclassification of
trade names to Other intangibles resulting from business
acquisitions, net ($1 million).
Other
Shareholders Equity Accounts
Our shareholders equity was approximately
$1.36 billion at year end 2009, compared to approximately
$1.75 billion at year end 2008. The decrease in our
shareholders equity was primarily due to the non-cash
impairment charges of $832 million in the first quarter of
2009, partially offset by the issuance of common stock shares
associated with the extinguishment of senior notes related to
the Corporate HiMEDS units, as well as the impact of foreign
currency translation. Refer to Note 3, Goodwill and
Other Intangibles Resulting from Business Acquisitions, to
the Consolidated Financial Statements and Capital
Resources below for more information.
The value of our employee stock benefit trust decreased
$4 million in 2009 due to a transfer of common shares from
Employee stock benefit trust to Treasury stock
at cost ($25 million) and the issuance of shares
under our employee stock option and incentive plans
($15 million), partially offset by an increase in the
market value of shares held in the trust ($36 million).
Accumulated other comprehensive loss decreased by
$137 million during 2009 due primarily to an increase in
the value of pension assets, partially offset by current year
recognition and amortization of net pension transition
obligation, prior service cost, and net actuarial losses in our
U.S. and international pension and other postretirement
plans ($29 million), change in foreign currency translation
($103 million), as well as a net gain on derivative
instruments designated as cash flow and firm commitment hedges
($5 million).
Impact of Foreign
Currency Translation:
(In millions) | 2009 | 2008 | 2007 | |||||||||
Change in net sales
|
$ | (269 | ) | $ | 168 | $ | 232 | |||||
Change in net income
|
(6 | ) | 8 | 13 | ||||||||
In 2009, international operations generated approximately 66% of
our net sales. Our future results are subject to changes in
political and economic conditions and the impact of fluctuations
in foreign currency exchange and interest rates.
The effect of currency translation on sales in 2009 primarily
reflected a negative impact from sales in the currencies of
Great Britain, Mexico, South Korea and Turkey, partially offset
by a positive impact from sales denominated in Euros.
Translation gains and losses for operations in hyperinflationary
economies, if any, are included in net income in the period
incurred. Operations are treated as being in a hyperinflationary
economy based on the cumulative inflation rate over the past
three years. In 2009, 2008 and 2007, we had no operations in
hyperinflationary economies.
Effect of Foreign
Currency Transactions
The impact on net income from transactions denominated in
foreign currencies may be mitigated because the costs of our
products are generally denominated in the same currencies in
which they are sold. In addition, to reduce our income and cash
flow exposure to transactions in foreign currencies, we may
enter into foreign exchange forward, option and swap contracts,
where available and appropriate.
Analysis of
Selected Financial Ratios
We utilize certain financial ratios to assess our financial
condition and operating performance, as discussed below.
We identify your world 27
Managements
Discussion and Analysis
of Results of Operations and Financial Condition (continued)
of Results of Operations and Financial Condition (continued)
Operational
Working Capital Ratio
Working capital (current assets minus current liabilities) as a
percent of net sales decreased in 2009 primarily due to a
decrease in inventories and net trade accounts receivables,
partially offset by a decrease in short-term debt.
Operational working capital, as a percent of net sales, is a
non-GAAP measure and is shown below. We use this non-GAAP
measure as a tool to assess our working capital requirements
because it excludes the impact of fluctuations due to our
financing and other activities (that affect cash and cash
equivalents, deferred taxes, and other current assets and other
current liabilities) that tend to be disparate in amount and
timing and therefore, may increase the volatility of the working
capital ratio from period to period. Additionally, the items
excluded from this measure are not necessarily indicative of the
underlying trends of our operations and are not significantly
influenced by the
day-to-day
activities that are managed at the operating level. Refer to
Uses and Limitations of Non-GAAP Measures. Our
objective is to minimize our investment in operational working
capital as a percentage of sales by reducing this ratio to
maximize cash flow and return on investment.
Operational
Working Capital:
(In millions) | 2009 | 2008 | ||||||
(A) Working capital deficit (current assets minus current
liabilities)
|
$ | (134.5 | ) | $ | (127.6 | ) | ||
Reconciling items:
|
||||||||
Cash and cash equivalents
|
(138.1 | ) | (105.5 | ) | ||||
Current deferred and refundable income taxes and other current
assets
|
(199.2 | ) | (252.4 | ) | ||||
Short-term and current portion of long-term debt
|
535.6 | 665.0 | ||||||
Current deferred and payable income taxes and other current
liabilities
|
642.3 | 720.1 | ||||||
(B) Operational working capital
|
$ | 706.1 | $ | 899.6 | ||||
(C) Net sales
|
$ | 5,850.8 | (1) | $ | 6,710.4 | |||
Working capital deficit, as a percent of net sales (A)
¸
(C)
|
(2.3 | )% | (1.9 | )% | ||||
Operational working capital, as a percent of net sales (B)
¸
(C)
|
12.1 | % | 13.4 | % | ||||
(1) | Adjusted for the estimated impact of the extra week in the first quarter of 2009 |
As a percent of net sales, operational working capital in 2009
decreased compared to 2008. This measure reflects the effects of
the following ratios, including the impact of foreign currency
translation, and is discussed below.
Accounts
Receivable Ratio
The average number of days sales outstanding was 59 days in
2009 compared to 61 days in 2008, calculated using a
four-quarter average accounts receivable balance divided by the
average daily sales for the year. The current year average
number of days sales outstanding was primarily impacted by the
timing of sales in relation to collections, as well as
improvement in collection.
Inventory
Ratio
Average inventory turnover was 8.4 in 2009 compared to 7.8 in
2008, calculated using the annual cost of sales divided by a
four-quarter average inventory balance. The current year average
inventory turnover reflected greater focus on inventory
management.
Accounts Payable
Ratio
The average number of days payable outstanding was 53 days
in 2009 compared to 54 days in 2008, calculated using a
four-quarter average accounts payable balance divided by the
average daily cost of products sold for the year. The current
year average number of days payable outstanding was primarily
due to lower inventory purchases and the timing of purchases in
the fourth quarter of 2009 compared to the fourth quarter of
2008, partially offset by improved payment terms with our
suppliers.
Financial
Covenants
Our various loan agreements in effect at year end require that
we maintain specified financial covenant ratios on total debt
and interest expense in relation to certain measures of income.
As of January 2, 2010, we were in compliance with these
financial covenants. The non-cash goodwill and indefinite-lived
intangible asset impairment charges recognized in the first
quarter of 2009 had no adverse impact on our financial
covenants. Refer to Note 4, Debt, and
Note 3, Goodwill and Other Intangibles Resulting from
Business Acquisitions, to the Consolidated Financial
Statements for information regarding the financial covenant
ratios and impairment charges, respectively. In January 2009, we
amended the covenants included in the revolving credit agreement
and term loan agreement to exclude certain restructuring charges
and to adjust covenant levels. The adjusted covenant levels
change quarterly and revert back to the
pre-amendment
levels during 2010. The amendments also reflect increased
pricing levels for borrowings under both agreements, consistent
with the then current pricing environment. Refer to Note 4,
Debt, to the Consolidated Financial Statements for
further information.
The fair value of our debt is estimated based on the discounted
amount of future cash flows using the current rates offered to
us for debt of the same remaining maturities. At year end, the
fair value of our total debt, including short-term borrowings,
was $1.66 billion in 2009 and $1.94 billion in 2008.
Fair value amounts were determined primarily based on
Level 2 inputs, defined as inputs other than quoted prices
in active markets that are either directly or indirectly
observable. Refer to Note 1, Summary of Significant
Accounting Policies to the Consolidated Financial
Statements for further information.
Shareholders
Equity Ratios
2009 | 2008 | 2007 | ||||||||||
Return on average shareholders equity
|
(55.7 | )% | 13.1 | % | 16.5 | % | ||||||
Return on average total capital
|
(20.6 | ) | 8.8 | 10.6 | ||||||||
Decreases in these ratios in 2009 compared to 2008 were
primarily due to current year operating loss, partially offset
by lower yearly average of total debt outstanding and
shareholders equity. These ratios include in the numerator
an actual net income (loss) and a five-quarter average of equity
and total debt accounts in the denominator.
28 Avery Dennison Corporation 2009 Annual Report
Capital
Resources
Capital resources include cash flows from operations, cash and
cash equivalents and debt financing. At year end 2009, we had
cash and cash equivalents of $138.1 million held in
accounts at third-party financial institutions. To date, we have
experienced no loss or lack of access to our invested cash or
cash equivalents; however, there is no assurance that access to
our cash and cash equivalents will not be impacted by adverse
conditions in the financial markets.
Our $1 billion revolving credit facility, which supports
our commercial paper programs in the U.S. and Europe,
matures in 2012. Based upon our current outlook for our business
and market conditions, we believe that this facility, in
addition to the uncommitted bank lines of credit maintained in
the countries in which we operate, provide the liquidity to fund
our operations. During the turmoil in the financial markets, we
did not experience interruptions in our access to funding.
We have $60.5 million of debt maturities due in 2010.
We are exposed to financial market risk resulting from changes
in interest and foreign currency rates, and to possible
liquidity and credit risks of our counterparties.
Our total debt decreased by approximately $586 million in
2009 to $1.62 billion compared to $2.21 billion at
year end 2008, reflecting decreases in long-term and short-term
borrowings. Refer to Borrowings and Repayment of
Debt in the Cash Flow from Financing
Activities above for more information.
In March 2009, we completed an exchange of approximately
6.6 million of our Corporate HiMEDS units, or approximately
75.15% of the outstanding Corporate HiMEDS units. In aggregate,
the exchange resulted in the extinguishment of approximately
$331 million of senior notes that are part of the Corporate
HiMEDS units, the issuance of approximately 6.5 million
shares of Avery Dennisons common stock (par value $1.00
per share), and the payment of approximately $43 million in
cash to participating holders who validly tendered their
Corporate HiMEDS units. As a result of this exchange, we
recorded a debt extinguishment loss of approximately
$21 million, which included a write-off of
$9.6 million related to unamortized debt issuance costs.
The net proceeds from the offering completed in the fourth
quarter of 2007 were approximately $427 million, which were
used to reduce commercial paper borrowings initially used to
finance the Paxar acquisition. As of January 2, 2010,
approximately two million HiMEDS units with a carrying value of
approximately $109 million remained outstanding. The
purchase contracts related to these units obligate the holders
to purchase from us a certain number of common shares in
November 2010 (depending on the stock price at the time).
In August 2007, we amended our existing revolving credit
agreement, increasing commitments from $525 million to
$1 billion and extending the maturity to August 2012.
Commitments were provided by twelve domestic and foreign banks.
Financing available under the agreement will be used as a
commercial paper
back-up
facility and is also available to finance other corporate
requirements. In January 2009, we amended the covenants related
to this issuance as described above. Refer to Note 4,
Debt, to the Consolidated Financial Statements for
further information.
In September 2007, one of our subsidiaries issued
$250 million
10-year
senior notes, which we guaranteed, bearing interest at a rate of
6.625% per year, due October 2017. The net proceeds from the
offering were approximately $247 million and were used to
pay down current long-term debt maturities of $150 million
and reduce commercial paper borrowings of $97 million
initially used to finance the Paxar acquisition.
In the fourth quarter of 2007, we filed a shelf registration
statement with the SEC to permit the issuance of debt and equity
securities. Proceeds from the shelf offering may be used for
general corporate purposes, including repaying, redeeming or
repurchasing existing debt, and for working capital, capital
expenditures and acquisitions. This shelf registration replaced
the shelf registration statement filed in 2004.
In February 2008, one of our subsidiaries entered into a credit
agreement for a term loan credit facility with fifteen domestic
and foreign banks for a total commitment of $400 million,
which we guaranteed, maturing February 8, 2011. We used the
term loan credit facility to reduce commercial paper borrowings
previously issued to fund the Paxar acquisition. The term loan
credit facility is subject to financial covenants, including a
maximum leverage ratio and a minimum interest coverage ratio,
which were amended in January 2009. Refer to Note 4,
Debt, to the Consolidated Financial Statements for
further information.
In February 2008, we terminated our bridge revolving credit
agreement, dated June 13, 2007, with five domestic and
foreign banks.
In addition, we had a
364-day
revolving credit facility in which a foreign bank provided us up
to Euro 30 million ($42.2 million) in borrowings
through March 5, 2009. Included in the balance at
December 27, 2008 was $42.2 million of debt
outstanding under this agreement.
We had standby letters of credit outstanding of
$52.5 million at the end of 2009. The aggregate contract
amount of outstanding standby letters of credit approximated
fair value.
Our uncommitted lines of credit were approximately
$357 million at year end 2009. Our uncommitted lines of
credit have no commitment expiration date and may be cancelled
by the banks or us at any time.
Credit ratings are a significant factor in our ability to raise
short-term and long-term financing. The credit ratings assigned
to us also impact the interest rates paid and our access to
commercial paper and other borrowings. A downgrade of our
short-term credit ratings below the current
A-2
and P2 levels would impact our ability to access the
commercial paper markets. If our access to commercial paper
markets is limited, our revolving credit facility and other
credit facilities are available to meet our short-term funding
requirements, if necessary. When determining a credit rating,
the rating agencies place significant weight on our competitive
position, business outlook, consistency of cash flows, debt
level and liquidity, geographic dispersion and management team.
We remain committed to retaining an investment grade rating.
Our Credit
Ratings as of Year End 2009:
Short-term | Long-term | Outlook | ||||||
Standard & Poors Rating Service
(S&P)
|
A-2 | BBB | Stable | |||||
Moodys Investors Service (Moodys)
|
P2 | Baa2 | Negative | |||||
We identify your world 29
Managements
Discussion and Analysis
of Results of Operations and Financial Condition (continued)
of Results of Operations and Financial Condition (continued)
Contractual
Obligations, Commitments and Off-balance Sheet
Arrangements
Contractual
Obligations at End of Year 2009:
Payments Due by Period |
||||||||||||||||||||||||||||
(In millions) | Total | 2010 | 2011 | 2012 | 2013 | 2014 | Thereafter | |||||||||||||||||||||
Short-term lines of credit
|
$ | 475.1 | $ | 475.1 | $ | | $ | | $ | | $ | | $ | | ||||||||||||||
Long-term debt and capital leases
|
1,149.2 | 60.5 | 280.2 | | 250.0 | | 558.5 | |||||||||||||||||||||
Interest on long-term
debt(1)
|
513.9 | 49.8 | 49.8 | 49.8 | 38.0 | 37.5 | 289.0 | |||||||||||||||||||||
Operating leases
|
239.7 | 66.0 | 53.0 | 39.4 | 27.0 | 21.1 | 33.2 | |||||||||||||||||||||
Pension and postretirement benefit contributions
|
23.9 | 23.9 | | | | | | |||||||||||||||||||||
Total contractual obligations
|
$ | 2,401.8 | $ | 675.3 | $ | 383.0 | $ | 89.2 | $ | 315.0 | $ | 58.6 | $ | 880.7 | ||||||||||||||
(1) | Interest on floating rate debt was estimated using the index rate in effect as of January 2, 2010. |
We enter into operating leases primarily for office and
warehouse space and equipment for electronic data processing and
transportation. The terms of our leases do not impose
significant restrictions or unusual obligations, except for the
facility in Mentor, Ohio as noted below. The table above
includes minimum annual rental commitments on operating leases
having initial or remaining non-cancelable lease terms of one
year or more.
On September 9, 2005, we completed the lease financing for
a commercial facility (the Facility) located in
Mentor, Ohio, used primarily for the new headquarters and
research center for our roll materials division. The Facility
consists generally of land, buildings, equipment and office
furnishings. We have leased the Facility under an operating
lease arrangement, which contains a residual value guarantee of
$33.4 million.
We did not include purchase obligations or open purchase orders
at year end 2009 in the table of contractual obligations above,
because it is impracticable for us to either obtain such
information or provide a reasonable estimate due to the
decentralized nature of our purchasing systems.
The table above does not reflect unrecognized tax benefit
reserves of approximately $182 million, of which
$16 million may become payable during 2010. The resolution
of the balance, including the timing of payments, is contingent
upon various unknown factors, and cannot be reasonably
estimated. Refer to Note 11, Taxes Based on
Income, to the Consolidated Financial Statements for
further information on unrecognized tax benefits.
Legal
Proceedings
We are a named defendant in purported class actions in the
U.S. seeking treble damages and other relief for alleged
unlawful competitive practices.
On April 24, 2003, Sentry Business Products, Inc. filed a
purported class action on behalf of direct purchasers of label
stock in the United States District Court for the Northern
District of Illinois against us, UPM-Kymmene Corporation
(UPM), Bemis Company, Inc. (Bemis), and
certain of their subsidiaries seeking treble damages and other
relief for alleged unlawful competitive practices, with
allegations including that the defendants attempted to limit
competition among themselves through anticompetitive
understandings. Ten similar complaints were filed in various
federal district courts. In November 2003, the cases were
transferred to the United States District Court for the Middle
District of Pennsylvania and consolidated for pretrial purposes.
Plaintiffs filed a consolidated complaint on February 16,
2004, which we answered on March 31, 2004. On
April 14, 2004, the court separated the proceedings as to
class certification and merits discovery, and limited the
initial phase of discovery to the issue of the appropriateness
of class certification. On January 4, 2006, plaintiffs
filed an amended complaint. On January 20, 2006, we filed
an answer to the amended complaint. On August 14, 2006, the
plaintiffs moved to certify a proposed class. The court
substantively granted class certification on November 19,
2007. On July 22, 2008, the court held a hearing to set a
schedule for merits discovery. On May 12, 2009, we entered
into a settlement agreement with plaintiffs. Without admitting
liability, we agreed to pay plaintiffs $36.5 million, plus
up to $.5 million related to notice and administration
expenses, in two equal installments of $18.5 million, which
were paid on May 27, 2009 and July 15, 2009. On
June 10, 2009, the district court entered an order
preliminarily approving the settlement, and on
September 17, 2009, the district court issued an order of
final approval and judgment, dismissing all claims against us
with prejudice. We recorded an accrual of $37 million for
this settlement in the first quarter of 2009.
On May 21, 2003, The Harman Press filed in the Superior
Court for the County of Los Angeles, California, a purported
class action on behalf of indirect purchasers of label stock
against us, UPM and UPMs subsidiary Raflatac
(Raflatac), seeking treble damages and other relief
for alleged unlawful competitive practices, with allegations
including that the defendants attempted to limit competition
between themselves through anticompetitive understandings. Three
similar complaints were filed in various California courts. In
November 2003, on petition from the parties, the California
Judicial Council ordered the cases be coordinated for pretrial
purposes. The cases were assigned to a coordination trial judge
in the Superior Court for the City and County of
San Francisco on March 30, 2004. On September 30,
2004, the Harman Press amended its complaint to add Bemis
subsidiary Morgan Adhesives Company (MACtac) as a
defendant. On January 21, 2005, American International
Distribution Corporation filed a purported class action on
behalf of indirect purchasers in the Superior Court for
Chittenden County, Vermont. Similar actions were filed by
Richard Wrobel, on February 16, 2005, in the District Court
of Johnson County, Kansas; and by Chad and Terry Muzzey, on
February 16, 2005 in the District Court of Scotts Bluff
County, Nebraska. On February 17, 2005, Judy Benson filed a
purported multi-state class action on behalf of indirect
purchasers in the Circuit Court for Cocke County, Tennessee.
Without admitting liability, we have agreed to pay plaintiffs
$2 million to resolve all claims related to the purported
state class actions in the states of Kansas, Nebraska, Tennessee
and Vermont, which was paid on December 28, 2009. These
settlements remain subject to court approval, and a hearing in
their regard is set for March 10, 2010. We recorded
$2 million in the third quarter of 2009 in respect of the
settlement of these claims. We intend to defend the purported
California class action vigorously.
The Board of Directors created an ad hoc committee comprised of
certain independent directors to oversee the foregoing matters.
30 Avery Dennison Corporation 2009 Annual Report
We are unable to predict the effect of these matters at this
time, although the effect could be adverse and material. These
and other matters are reported in Note 8,
Contingencies, to the Consolidated Financial
Statements.
Environmental
As of January 2, 2010, we have been designated by the
U.S. Environmental Protection Agency (EPA)
and/or other
responsible state agencies as a potentially responsible party
(PRP) at fourteen 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 our
liability has been agreed upon. We are participating with other
PRPs at such sites, and anticipate that our share of cleanup
costs will be determined pursuant to remedial agreements to be
entered into in the normal course of negotiations with the EPA
or other governmental authorities.
We have accrued liabilities for these and certain other sites,
including sites in which governmental agencies have designated
us as a PRP, where it is probable that a loss will be incurred
and the 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 any
sites that could be identified in the future for cleanup could
be higher than the liability currently accrued.
The activity in 2009 and 2008 related to environmental
liabilities, which includes costs associated with compliance and
remediation, was as follows:
January 2, |
December 27, |
|||||||
(In millions) | 2010 | 2008 | ||||||
Balance at beginning of year
|
$ | 58.5 | $ | 37.8 | ||||
Purchase price adjustments related to acquisitions
|
2.1 | 24.6 | ||||||
Accruals
|
1.0 | .9 | ||||||
Payments
|
(5.1 | ) | (4.8 | ) | ||||
Balance at end of year
|
$ | 56.5 | $ | 58.5 | ||||
As of January 2, 2010, approximately $11 million of
the total balance was classified as short-term.
These estimates could change depending on various factors, such
as modification of currently planned remedial actions, changes
in remediation technologies, changes in site conditions, a
change in the estimated time to complete remediation, changes in
laws and regulations affecting remediation requirements and
other factors.
Asset Retirement
Obligations
We have recognized a liability for the fair value of conditional
asset retirement obligations based on estimates determined
through present value techniques. An asset retirement is
conditional when the timing and (or) method of
settlement of the retirement obligation is conditional upon a
future event that may or may not be within our control. Our
asset retirement obligations primarily relate to lease
restoration costs. Certain potential obligations have not been
included in our estimate, because the range of time over which
we may settle the obligation or the method of settlement is
unknown or cannot be reasonably estimated. Our estimated
liability associated with asset retirement obligations was
$7.9 million and $1.6 million at year end 2009 and
2008, respectively.
Product
Warranty
We provide for an estimate of costs that may be incurred under
our basic limited warranty at the time product revenue is
recognized. These costs primarily include materials and labor
associated with the service or sale of products. Factors that
affect our warranty liability include the number of units
installed or sold, historical and anticipated rate of warranty
claims on those units, cost per claim to satisfy our warranty
obligation and availability of insurance coverage. Because these
factors are impacted by actual experience and future
expectations, we assess the adequacy of the recorded warranty
liability and adjust the amounts as necessary. Our product
warranty liabilities were $2 million and $1.9 million
at year end 2009 and 2008, respectively.
Other
In 2005, we contacted relevant authorities in the U.S. and
reported the results of an internal investigation of potential
violations of the U.S. Foreign Corrupt Practices Act. The
transactions at issue were carried out by a small number of
employees of our reflective business in China, and involved,
among other things, impermissible payments or attempted
impermissible payments. The payments or attempted payments and
the contracts associated with them appear to have been minor in
amount and of limited duration. Sales of our reflective business
in China in 2005 were approximately $7 million. In
addition, on or about October 10, 2008, we notified
relevant authorities that we had discovered questionable
payments to certain foreign customs and other regulatory
officials by some employees of our acquired companies. These
payments were not made for the purpose of obtaining business
from any governmental entity. Corrective and disciplinary
actions have been taken with respect to both internal
investigations and we have taken remedial measures to comply
with the provisions of the U.S. Foreign Corrupt Practices
Act. On July 28, 2009, we entered into a settlement
agreement with the SEC regarding the foregoing actions. Without
admitting or denying liability, we agreed to disgorge
approximately $.3 million and pay a $.2 million civil
penalty. On August 10, 2009, we were advised by the
U.S. Department of Justice that it has declined to take
action against us in connection with the China reflective
matters, which were voluntarily disclosed by us.
We and our subsidiaries are involved in various other lawsuits,
claims, inquiries, and other regulatory and compliance matters,
most of which are routine to the nature of our business. Based
upon current information, we believe that the impact of the
resolution of these other matters is not expected to be
material, or is not estimable.
We participate in international receivable financing programs
with several financial institutions whereby advances may be
requested from these financial institutions. Such advances are
guaranteed by us. At January 2, 2010, we had guaranteed
approximately $16 million.
As of January 2, 2010, we guaranteed up to approximately
$17 million of certain of our foreign subsidiaries
obligations to their suppliers, as well as approximately
$442 million of certain of our subsidiaries lines of
credit with various financial institutions.
As of January 2, 2010, approximately two million HiMEDS
units with a carrying value of approximately $109 million
remained outstanding. The purchase contracts related to these
units obligate the holders to purchase from us a certain number
of common shares in November 2010
We identify your world 31
Managements
Discussion and Analysis
of Results of Operations and Financial Condition (continued)
of Results of Operations and Financial Condition (continued)
(depending on the stock price at the time). Refer to
Capital Resources above for further information.
USES AND
LIMITATIONS OF NON-GAAP MEASURES
We use certain non-GAAP financial measures that exclude the
impact of certain events, activities or strategic decisions. The
accounting effects of these events, activities or decisions,
which are included in the GAAP measures, may make it difficult
to assess the underlying performance of the Company in a single
period. By excluding certain accounting effects, both positive
and negative (e.g. restructuring charges, asset impairments,
legal settlement costs, certain effects of acquisitions and
related integration costs, loss from debt extinguishment, gains
on sales of assets, etc.), from certain of our GAAP measures,
management believes that it is providing meaningful supplemental
information to facilitate an understanding of the Companys
core or underlying operating results.
These non-GAAP measures are used internally to evaluate trends
in our underlying business, as well as to facilitate comparison
to the results of competitors for a single period.
Limitations associated with the use of our non-GAAP measures
include (1) the exclusion of foreign currency translation
and the impact of acquisitions and divestitures, and the
estimated impact of the extra week in fiscal year 2009 from the
calculation of organic sales growth; (2) the exclusion of
mandatory debt service requirements, as well as the exclusion of
other uses of the cash generated by operating activities that do
not directly or immediately support the underlying business
(such as discretionary debt reductions, dividends, share
repurchases, acquisitions, etc.) for calculation of free cash
flow; and (3) the exclusion of cash and cash equivalents,
short-term debt, deferred taxes, and other current assets and
other current liabilities, as well as current assets and current
liabilities of
held-for-sale
businesses, for the calculation of operational working capital.
While some of the items the Company excludes from GAAP measures
recur, these items tend to be disparate in amount and timing.
Based upon feedback from investors and financial analysts, we
believe that supplemental non-GAAP measures provide information
that is useful to the assessment of the Companys
performance and operating trends.
TRANSACTIONS WITH
RELATED PERSONS
From time to time, we enter into transactions in the normal
course of business with related persons. We believe that such
transactions are at arms length and for terms that would
have been obtained from unaffiliated third persons.
One of our directors, Peter W. Mullin, is the chairman, chief
executive officer and majority stockholder in various entities
(collectively referred to as the Mullin Companies),
which previously provided executive compensation, benefit
consulting and insurance agency services. In October 2008, the
above described operations of the Mullin Companies were sold to
a subsidiary of Prudential Financial, Inc.
(Prudential). During 2009, we paid premiums to
insurance carriers for life insurance originally placed by the
Mullin Companies in connection with our various employee benefit
plans (however, the interests of the Mullin Companies in this
insurance were sold to Prudential in October 2008). Prudential
has advised us that it earned commissions from such insurance
carriers in an aggregate amount of approximately
$.4 million, $.6 million, and $.4 million in
2009, 2008, and 2007, respectively, for the placement and
renewal of this insurance, in which Mr. Mullin had an
interest of approximately $.09 million, $.3 million,
and $.3 million in 2009, 2008, and 2007, respectively.
Mr. Mullins interest in the 2009 commissions was
determined in accordance with the terms of a commission sharing
agreement entered into between Mr. Mullin and Prudential at
the time of the sale.
The Mullin Companies own a minority interest in M Financial
Holdings, Inc. (MFH). Substantially all of the life
insurance policies, which we originally placed through the
Mullin Companies, are issued by insurance carriers that
participate in reinsurance agreements entered into between these
insurance carriers and M Life Insurance Company (M
Life), a wholly-owned subsidiary of MFH. Reinsurance
returns earned by M Life are determined annually by the
insurance carriers and can be negative or positive, depending
upon the results of M Lifes aggregate reinsurance pool,
which consists of the insured lives reinsured by M Life. The
Mullin Companies have advised that in 2009, they did not receive
any distributions of net reinsurance gains (either in the form
of gains subject to or without risk of forfeiture) ascribed by M
Life to our life insurance policies referred to above. Such
gains in 2008 and 2007 were not material.
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions
for the reporting period and as of the financial statement date.
These estimates and assumptions affect the reported amounts of
assets and liabilities, the disclosure of contingent liabilities
and the reported amounts of revenue and expense. Actual results
could differ from those estimates.
Critical accounting policies are those that are important to the
portrayal of our financial condition and results, and which
require us to make difficult, subjective
and/or
complex judgments. Critical accounting policies cover accounting
matters that are inherently uncertain because the future
resolution of such matters is unknown. We believe that critical
accounting policies include accounting for revenue recognition,
sales returns and allowances, accounts receivable allowances,
inventory and inventory reserves, long-lived asset impairments,
goodwill, fair value measurements, pension and postretirement
benefits, income taxes, stock-based compensation, restructuring
and severance costs, litigation and environmental matters, and
business combinations.
Revenue
Recognition
Sales are recognized when persuasive evidence of an arrangement
exists, pricing is determinable, delivery has occurred based on
applicable sales terms, and collection is reasonably assured.
Sales terms are generally f.o.b. (free on board) shipping point
or f.o.b. destination, depending upon local business customs.
For most regions in which we operate, f.o.b. shipping point
terms are utilized and sales are recorded at the time of
shipment, because this is when title and risk of loss are
transferred. In certain regions, notably in Europe, f.o.b.
destination terms are generally utilized and sales are recorded
when the products are delivered to the customers delivery
site, because this is when title and risk of loss are
transferred. Furthermore, sales, provisions for estimated
returns, and the cost of products sold are recorded at the time
title transfers to customers and when the customers assume the
risks and rewards of ownership.
32 Avery Dennison Corporation 2009 Annual Report
Actual product returns are charged against estimated sales
return allowances.
Sales rebates and discounts are common practice in the
industries in which we operate. Volume, promotional, price, cash
and other discounts and customer incentives are accounted for as
a reduction to gross sales. Rebates and discounts are recorded
based upon estimates at the time products are sold. These
estimates are based upon historical experience for similar
programs and products. We review such rebates and discounts on
an ongoing basis and accruals for rebates and discounts are
adjusted, if necessary, as additional information becomes
available.
Sales Returns and
Allowances
Sales returns and allowances represent credits we grant to our
customers (both affiliated and non-affiliated) for the return of
unsatisfactory product or a negotiated allowance in lieu of
return. We accrue for returns and allowances based upon the
gross price of the products sold and historical experience for
such products. We record these allowances based on the following
factors: (i) customer specific allowances; and (ii) an
estimated amount, based on our historical experience, for issues
not yet identified.
Accounts
Receivable Allowances
We are required to make judgments as to the collectibility of
accounts receivable based on established aging policy,
historical experience and future expectations. The allowances
for doubtful accounts represent allowances for customer trade
accounts receivable that are estimated to be partially or
entirely uncollectible. These allowances are used to reduce
gross trade receivables to their net realizable value. We record
these allowances based on estimates related to the following
factors: (i) customer specific allowances;
(ii) amounts based upon an aging schedule; and
(iii) an estimated amount, based on our historical
experience, for issues not yet identified. No single customer
represented 10% or more of our net sales or trade receivables at
year end 2009 and 2008. However, our ten largest customers at
year end 2009 represented approximately 13% of trade accounts
receivable, and consisted of six customers of our Office and
Consumer Products segment and four customers of our
Pressure-sensitive Materials segment. The financial position and
operations of these customers are monitored on an ongoing basis.
Inventory and
Inventory Reserves
Inventories are stated at the
lower-of-cost-or-market
value and are categorized as raw materials,
work-in-progress
or finished goods. Cost is determined using the
first-in,
first-out (FIFO) method. Inventory reserves are
recorded for matters such as damaged, obsolete, excess and
slow-moving inventory. We use estimates to record these
reserves. Slow-moving inventory is reviewed by category and may
be partially or fully reserved for depending on the type of
product and the length of time the product has been included in
inventory.
Long-lived Asset
Impairments
We record impairment charges when the carrying amounts of
long-lived assets are determined not to be recoverable.
Impairment is measured by assessing the usefulness of an asset
or by comparing the carrying value of an asset to its fair
value. Fair value is typically determined using quoted market
prices, if available, or an estimate of undiscounted future cash
flows expected to result from the use of the asset and its
eventual disposition. The key estimates applied when preparing
cash flow projections relate to revenues, gross margins,
economic life of assets, overheads, taxation and discount rates.
The amount of impairment loss is calculated as the excess of the
carrying value over the fair value. Changes in market conditions
and management strategy have historically caused us to reassess
the carrying amount of our long-lived assets.
Goodwill
Our reporting units for the purpose of performing the impairment
tests for goodwill consist of roll materials; retail information
services; office and consumer products; graphics and reflective
products; industrial products; and business media. For the
purpose of performing the required impairment tests, we
primarily apply a present value (discounted cash flow) method to
determine the fair value of the reporting units with goodwill.
We perform our annual impairment test of goodwill during the
fourth quarter.
Our reporting units are composed of either a discrete business
or an aggregation of businesses with similar economic
characteristics. Certain factors may result in the need to
perform an impairment test prior to the fourth quarter,
including significant underperformance of our business relative
to expected operating results, significant adverse economic and
industry trends, significant decline in our market
capitalization for an extended period of time relative to net
book value, or decision to divest an individual business within
a reporting unit.
Goodwill impairment is determined using a two-step process. The
first step is to identify if a potential impairment exists by
comparing the fair value of a reporting unit with its carrying
amount, including goodwill. If the fair value of a reporting
unit exceeds its carrying amount, goodwill of the reporting unit
is not considered to have a potential impairment and the second
step of the impairment is not necessary. However, if the
carrying amount of a reporting unit exceeds its fair value, the
second step is performed to determine if goodwill is impaired
and to measure the amount of impairment loss to recognize, if
any.
The second step, if necessary, compares the implied fair value
of goodwill with the carrying amount of goodwill. If the implied
fair value of goodwill exceeds the carrying amount, then
goodwill is not considered impaired. However, if the carrying
amount of goodwill exceeds the implied fair value, an impairment
loss is recognized in an amount equal to that excess.
We estimate the fair value of our reporting units, using various
valuation techniques, with the primary technique being a
discounted cash flow analysis. A discounted cash flow analysis
requires us to make various judgmental assumptions about sales,
operating margins, growth rates and discount rates. Assumptions
about discount rates are based on a weighted-average cost of
capital for comparable companies. Assumptions about sales,
operating margins, and growth rates are based on our forecasts,
business plans, economic projections, anticipated future cash
flows and marketplace data. Assumptions are also made for
varying perpetual growth rates for periods beyond the long-term
business plan period.
Fair Value
Measurements
We define fair value as the price that would be received from
selling an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
When determining the fair value measurements for assets and
liabilities which are required to be recorded at fair value, we
consider the principal or most advantageous market in which we
would transact and the market-based risk measurements or
We identify your world 33
Managements
Discussion and Analysis
of Results of Operations and Financial Condition (continued)
of Results of Operations and Financial Condition (continued)
assumptions that market participants would use in pricing the
asset or liability.
We determine fair value based on a three-tier fair value
hierarchy, which we use to prioritize the inputs used in
measuring fair value. These tiers include: Level 1, defined
as observable inputs such as quoted prices in active markets;
Level 2, defined as inputs other than quoted prices in
active markets that are either directly or indirectly
observable; and Level 3, defined as unobservable inputs in
which little or no market data exists, therefore requiring an
entity to develop its own assumptions to determine the best
estimate of fair value.
Pension and
Postretirement Benefits
Assumptions used in determining projected benefit obligations
and the fair value of plan assets for our pension plan and other
postretirement benefit plans are evaluated by management in
consultation with outside actuaries. In the event we determine
that changes are warranted in the assumptions used, such as the
discount rate, expected long-term rate of return, or health care
costs, future pension and postretirement benefit expenses could
increase or decrease. Due to changing market conditions or
changes in the participant population, the actuarial assumptions
we use may differ from actual results, which could have a
significant impact on our pension and postretirement liability
and related cost.
Discount
Rate
We, in consultation with our actuaries, annually review and
determine the discount rates to be used in connection with our
postretirement obligations. The assumed discount rate for each
pension plan reflects market rates for high quality corporate
bonds currently available. In the U.S., our discount rate is
determined by evaluating several yield curves consisting of
large populations of high quality corporate bonds. The projected
pension benefit payment streams are then matched with the bond
portfolios to determine a rate that reflects the liability
duration unique to our plans.
Long-term Return
on Assets
We determine the long-term rate of return assumption for plan
assets by reviewing the historical and expected returns of both
the equity and fixed income markets, taking into consideration
that assets with higher volatility typically generate a greater
return over the long run. Additionally, current market
conditions, such as interest rates, are evaluated and peer data
is reviewed to check for reasonability and appropriateness.
Healthcare Cost
Trend Rate
Our practice is to fund the cost of postretirement benefits on a
cash basis. For measurement purposes, a 9% annual rate of
increase in the per capita cost of covered health care benefits
was assumed for 2010. This rate is expected to decrease to
approximately 5% by 2014.
Income
Taxes
Deferred tax assets and liabilities reflect temporary
differences between the amount of assets and liabilities for
financial and tax reporting purposes. Such amounts are adjusted,
as appropriate, to reflect changes in tax rates expected to be
in effect when the temporary differences reverse. A valuation
allowance is recorded to reduce our deferred tax assets to the
amount that is more likely than not to be realized. Changes in
tax laws or accounting standards and methods may affect recorded
deferred taxes in future periods.
Income taxes have not been provided on certain undistributed
earnings of international subsidiaries because such earnings are
considered to be indefinitely reinvested.
When establishing a valuation allowance, we consider future
sources of taxable income such as future reversals of
existing taxable temporary differences, future taxable income
exclusive of reversing temporary differences and
carryforwards and tax planning strategies. A
tax planning strategy as an action that: is prudent and
feasible; an enterprise ordinarily might not take, but would
take to prevent an operating loss or tax credit carryforward
from expiring unused; and would result in realization of
deferred tax assets. In the event we determine the
deferred tax assets will not be realized in the future, the
valuation adjustment to the deferred tax assets will be charged
to earnings in the period in which we make such a determination.
We have also acquired certain net deferred tax assets with
existing valuation allowances. If it is later determined that it
is more likely than not that the deferred tax assets will be
realized, we will release the valuation allowance to current
earnings or adjust the purchase price allocation.
We calculate our current and deferred tax provision based on
estimates and assumptions that could differ from the actual
results reflected in income tax returns filed in subsequent
years. Adjustments based on filed returns are recorded when
identified.
The amount of income taxes we pay is subject to ongoing audits
by federal, state and foreign tax authorities. Our estimate of
the potential outcome of any uncertain tax issue is subject to
managements assessment of relevant risks, facts, and
circumstances existing at that time. We use a
more-likely-than-not threshold for financial statement
recognition and measurement of tax positions taken or expected
to be taken in a tax return. We record a liability for the
difference between the benefit recognized and measured and tax
position taken or expected to be taken on our tax return. To the
extent that our assessment of such tax positions changes, the
change in estimate is recorded in the period in which the
determination is made. We report tax-related interest and
penalties as a component of income tax expense.
We do not believe there is a reasonable likelihood that there
will be a material change in the tax related balances or
valuation allowance balances. However, due to the complexity of
some of these uncertainties, the ultimate resolution may be
materially different from the current estimate.
Stock-Based
Compensation
Valuation of
Stock Options
Our stock-based compensation expense is the estimated fair value
of options granted, amortized on a straight-line basis over the
requisite service period. The fair value of each of our stock
option awards is estimated as of the date of grant using the
Black-Scholes option-pricing model. This model requires input
assumptions for our expected dividend yield, expected stock
price volatility, risk-free interest rate and the expected
option term.
Risk-free interest rate was based on the 52-week average
of the Treasury-Bond rate that has a term corresponding to the
expected option term.
Expected stock price volatility for options was
determined based on an average of implied and historical
volatility.
Expected dividend yield was based on the current annual
dividend divided by the
12-month
average of our monthly stock price prior to grant.
Expected option term was determined based on historical
experience under our stock option plans.
34 Avery Dennison Corporation 2009 Annual Report
Forfeiture rate assumption was determined based on
historical data of our stock option forfeitures.
Certain of the assumptions used above are based on
managements estimates. As such, if factors change and such
factors require us to change our assumptions and estimates, our
stock-based compensation expense could be significantly
different in the future.
The fair value of certain stock-based awards that are subject to
performance metrics based on market conditions is determined
using the Monte-Carlo simulation model, which utilizes multiple
input variables, including expected volatility assumptions and
other assumptions appropriate for determining fair value to
estimate the probability of satisfying the market condition
target stipulated in the award.
We have not capitalized costs associated with stock-based
compensation.
Accounting for
Income Taxes for Stock-based Compensation
We elected to use the short-cut method to calculate the
historical pool of windfall tax benefits related to employee
stock-based compensation awards. In addition, we elected to
follow the tax ordering laws to determine the sequence in which
deductions and net operating loss carryforwards are utilized, as
well as the direct-only approach to calculating the amount of
windfall or shortfall tax benefits.
Restructuring and
Severance Costs
In the U.S., we have a severance pay plan (Pay
Plan), which provides eligible employees with severance
payments in the event of an involuntary termination due to
qualifying cost reduction actions. We calculate severance pay
using the severance benefit formula under the Pay Plan.
Accordingly, we record provisions for such amounts and other
related exit costs when they are probable and estimable. In the
absence of a Pay Plan or established local practices for
overseas jurisdictions, liability for severance and other
employee-related costs is recognized when the liability is
incurred.
Litigation and
Environmental Matters
We are currently involved in various lawsuits, claims, inquiries
and other regulatory and compliance matters, most of which are
routine to the nature of our business. When it is probable that
obligations have been incurred and where a range of the cost of
compliance or remediation can be estimated, the best estimate
within the range, or if the most likely amount cannot be
determined, the low end of the range is accrued. The ultimate
resolution of these claims could affect future results of
operations should our exposure be materially different from our
earlier estimates or should liabilities be incurred that were
not previously accrued.
Environmental expenditures are generally expensed. However,
environmental expenditures for newly acquired assets and those
which extend or improve the economic useful life of existing
assets are capitalized and amortized over the remaining asset
life. During each annual reporting period, we review our
estimates of costs of compliance with environmental laws related
to remediation and cleanup of various sites, including sites in
which governmental agencies have designated us a potentially
responsible party. When it is probable that obligations have
been incurred and where a range of the cost of compliance or
remediation can be estimated, the best estimate within the range
is accrued. When the best estimate within the range cannot be
determined, the low end of the range is accrued. Potential
insurance reimbursements are not offset against potential
liabilities, and such liabilities are not discounted.
Business
Combinations
We record the assets acquired and liabilities assumed from
acquired businesses at fair value, and we make estimates and
assumptions to determine such fair values.
We utilize a variety of assumptions and estimates that are
believed to be reasonable in determining fair value for assets
acquired and liabilities assumed. These assumptions and
estimates include discounted cash flow analysis, growth rates,
discount rates, current replacement cost for similar capacity
for certain assets, market rate assumptions for certain
obligations and certain potential costs of compliance with
environmental laws related to remediation and cleanup of
acquired properties. We also utilize information obtained from
management of the acquired businesses and our own historical
experience from previous acquisitions.
We apply significant assumptions and estimates in determining
certain intangible assets resulting from the acquisitions (such
as customer relationships, patents and other acquired
technology, and trademarks and trade names and related
applicable useful lives), property, plant and equipment,
receivables, inventories, investments, tax accounts,
environmental liabilities, stock option awards, lease
commitments and restructuring and integration costs.
Unanticipated events and circumstances may occur, which may
affect the accuracy or validity of such assumptions, estimates
or actual results. As such, increases to estimates are recorded
as an adjustment to goodwill during the purchase price
allocation period (generally within one year of the acquisition
date) and as operating expenses thereafter.
RECENT ACCOUNTING
REQUIREMENTS
During 2009, we adopted certain accounting and financial
disclosure requirements of the Financial Accounting Standards
Board (FASB), none of which had a significant impact
on our financial results of operations and financial position.
Refer to Note 1, Summary of Significant Accounting
Policies, to the Consolidated Financial Statements for
more information.
SAFE HARBOR
STATEMENT
The matters discussed in this Managements Discussion and
Analysis of Financial Condition and Results of Operations and
other sections of this Annual Report contain
forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These
statements, which are not statements of historical fact, may
contain estimates, assumptions, projections
and/or
expectations regarding future events, which may or may not
occur. Words such as aim, anticipate,
assume, believe, continue,
could, estimate, expect,
guidance, intend, may,
might, objective, plan,
potential, project, seek,
shall, should, target,
will, would, or variations thereof and
other expressions, which refer to future events and trends,
identify forward-looking statements. Such forward-looking
statements, and financial or other business targets, are subject
to certain risks and uncertainties, which could cause actual
results to differ materially from expected results, performance
or achievements of the Company expressed or implied by such
forward-looking statements.
We identify your world 35
Managements
Discussion and Analysis
of Results of Operations and Financial Condition (continued)
of Results of Operations and Financial Condition (continued)
Certain of such risks and uncertainties are discussed in more
detail in Part I, Item 1A, Risk Factors,
to the Companys Annual Report on
Form 10-K
for the year ended January 2, 2010, and include, but are
not limited to, risks and uncertainties relating to investment
in development activities and new production facilities;
fluctuations in cost and availability of raw materials; ability
of the Company to achieve and sustain targeted cost reductions;
ability of the Company to generate sustained productivity
improvement; successful integration of acquisitions; successful
implementation of new manufacturing technologies and
installation of manufacturing equipment; the financial condition
and inventory strategies of customers; customer and supplier
concentrations; changes in customer order patterns; loss of
significant contract(s) or customer(s); timely development and
market acceptance of new products; fluctuations in demand
affecting sales to customers; collection of receivables from
customers; impact of competitive products and pricing; selling
prices; business mix shift; volatility of capital and credit
markets; impairment of capitalized assets, including goodwill
and other intangibles; credit risks; ability of the Company to
obtain adequate financing arrangements and to maintain access to
capital; fluctuations in interest and tax rates; fluctuations in
pension, insurance and employee benefit costs; impact of legal
proceedings, including a previous government investigation into
industry competitive practices, and any related proceedings or
lawsuits pertaining thereto or to the subject matter thereof
related to the concluded investigation by the
U.S. Department of Justice (DOJ) (including
purported class actions seeking treble damages for alleged
unlawful competitive practices, which were filed after the
announcement of the DOJ investigation), as well as the impact of
potential violations of the U.S. Foreign Corrupt Practices
Act; changes in tax laws and regulations; changes in
governmental regulations; changes in political conditions;
fluctuations in foreign currency exchange rates and other risks
associated with foreign operations; worldwide and local economic
conditions; impact of epidemiological events on the economy and
the Companys customers and suppliers; acts of war,
terrorism, and natural disasters; and other factors.
The Company believes that the most significant risk factors that
could affect its financial performance in the near-term include
(1) the impact of economic conditions on underlying demand
for the Companys products and on the carrying value of its
assets; (2) the impact of competitors actions,
including pricing, expansion in key markets, and product
offerings; and (3) the degree to which higher costs can be
offset with productivity measures
and/or
passed on to customers through selling price increases, without
a significant loss of volume.
The Companys forward-looking statements represent judgment
only on the dates such statements were made. By making such
forward-looking statements, the Company assumes no duty to
update them to reflect new, changed or unanticipated events or
circumstances, other than as may be required by law.
MARKET-SENSITIVE
INSTRUMENTS AND RISK MANAGEMENT
Risk
Management
We are exposed to the impact of changes in interest rates and
foreign currency exchange rates.
Our policy is not to purchase or hold foreign currency, interest
rate or commodity contracts for trading purposes.
Our objective in managing the exposure to foreign currency
changes is to reduce the risk to our earnings and cash flow
associated with foreign exchange rate changes. As a result, we
enter into foreign exchange forward, option and swap contracts
to reduce risks associated with the value of our existing
foreign currency assets, liabilities, firm commitments and
anticipated foreign revenues and costs, when available and
appropriate. The gains and losses on these contracts are
intended to offset changes in the related exposures. We do not
hedge our foreign currency exposure in a manner that would
entirely eliminate the effects of changes in foreign exchange
rates on our consolidated net income.
Our objective in managing our exposure to interest rate changes
is to reduce the impact of interest rate changes on earnings and
cash flows. To achieve our objectives, we may periodically use
interest rate contracts to manage the exposure to interest rate
changes related to our borrowings.
Additionally, we enter into certain natural gas futures
contracts to reduce the risks associated with anticipated
domestic natural gas used in manufacturing and operations. These
amounts are not material to our financial statements.
In the normal course of operations, we also face other risks
that are either nonfinancial or nonquantifiable. Such risks
principally include changes in economic or political conditions,
other risks associated with foreign operations, commodity price
risk and litigation risk, which are not represented in the
analyses that follow.
Foreign Exchange
Value-At-Risk
We use a
Value-At-Risk
(VAR) model to determine the estimated maximum
potential
one-day loss
in earnings associated with both our foreign exchange positions
and contracts. This approach assumes that market rates or prices
for foreign exchange positions and contracts are normally
distributed. The VAR model estimates were made assuming normal
market conditions. Firm commitments, accounts receivable and
accounts payable denominated in foreign currencies, which
certain of these instruments are intended to hedge, were
included in the model. Forecasted transactions, which certain of
these instruments are intended to hedge, were excluded from the
model. The VAR was estimated using a variance-covariance
methodology based on historical volatility for each currency.
The volatility and correlation used in the calculation were
based on two-year historical data obtained from one of our
domestic banks. A 95% confidence level was used for a
one-day time
horizon.
The VAR model is a risk analysis tool and does not purport to
represent actual losses in fair value that could be incurred by
us, nor does it consider the potential effect of favorable
changes in market factors.
The estimated maximum potential
one-day loss
in earnings for our foreign exchange positions and contracts was
approximately $1 million and $1.7 million at year end
2009 and 2008, respectively.
Interest Rate
Sensitivity
An assumed 25 basis point move in interest rates (10% of
our weighted-average interest rate on floating rate debt)
affecting our variable-rate borrowings would have had an
estimated $3 million effect on our 2009 earnings.
An assumed 30 basis point move in interest rates (10% of our
weighted-average interest rate on floating rate debt) affecting
our variable-rate borrowings would have had an estimated
$4 million effect on our 2008 earnings.
36 Avery Dennison Corporation 2009 Annual Report
CONSOLIDATED
BALANCE SHEET
(Dollars in millions) | 2009 | 2008 | ||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 138.1 | $ | 105.5 | ||||
Trade accounts receivable, less allowances of $56.2 and $57.3 at
end of year 2009 and 2008, respectively
|
918.6 | 988.9 | ||||||
Inventories, net
|
477.3 | 583.6 | ||||||
Current deferred and refundable income taxes
|
103.5 | 115.6 | ||||||
Other current assets
|
95.7 | 136.8 | ||||||
Total current assets
|
1,733.2 | 1,930.4 | ||||||
Property, plant and equipment, net
|
1,354.7 | 1,493.0 | ||||||
Goodwill
|
950.8 | 1,716.7 | ||||||
Other intangibles resulting from business acquisitions, net
|
262.2 | 303.6 | ||||||
Non-current deferred and refundable income taxes
|
236.6 | 168.9 | ||||||
Other assets
|
465.3 | 423.1 | ||||||
$ | 5,002.8 | $ | 6,035.7 | |||||
Liabilities and Shareholders Equity
|
||||||||
Current liabilities:
|
||||||||
Short-term and current portion of long-term debt
|
$ | 535.6 | $ | 665.0 | ||||
Accounts payable
|
689.8 | 672.9 | ||||||
Accrued payroll and employee benefits
|
223.0 | 205.7 | ||||||
Accrued trade rebates
|
115.1 | 122.6 | ||||||
Current deferred and payable income taxes
|
40.8 | 59.6 | ||||||
Other accrued liabilities
|
263.4 | 332.2 | ||||||
Total current liabilities
|
1,867.7 | 2,058.0 | ||||||
Long-term debt
|
1,088.7 | 1,544.8 | ||||||
Long-term retirement benefits and other liabilities
|
556.0 | 566.5 | ||||||
Non-current deferred and payable income taxes
|
127.8 | 116.4 | ||||||
Commitments and contingencies (see Notes 7 and 8)
|
||||||||
Shareholders equity:
|
||||||||
Common stock, $1 par value, authorized
400,000,000 shares at end of year 2009 and 2008;
issued 124,126,624 shares at end of year 2009 and 2008; outstanding 105,298,317 shares and 98,366,621 shares at end of year 2009 and 2008, respectively |
124.1 | 124.1 | ||||||
Capital in excess of par value
|
722.9 | 642.9 | ||||||
Retained earnings
|
1,499.7 | 2,381.3 | ||||||
Cost of unallocated ESOP shares
|
| (1.2 | ) | |||||
Employee stock benefit trust, 6,744,845 shares and
7,888,953 shares
at end of year 2009 and 2008, respectively |
(243.1 | ) | (246.9 | ) | ||||
Treasury stock at cost, 12,068,462 shares and
17,841,050 shares
at end of year 2009 and 2008, respectively |
(595.8 | ) | (867.7 | ) | ||||
Accumulated other comprehensive loss
|
(145.2 | ) | (282.5 | ) | ||||
Total shareholders equity
|
1,362.6 | 1,750.0 | ||||||
$ | 5,002.8 | $ | 6,035.7 | |||||
See Notes to Consolidated Financial
Statements
We identify your world 37
CONSOLIDATED
STATEMENT OF OPERATIONS
(In millions, except per share amounts) | 2009 | 2008 | 2007 | |||||||||
Net sales
|
$ | 5,952.7 | $ | 6,710.4 | $ | 6,307.8 | ||||||
Cost of products sold
|
4,366.2 | 4,983.4 | 4,585.4 | |||||||||
Gross profit
|
1,586.5 | 1,727.0 | 1,722.4 | |||||||||
Marketing, general and administrative expense
|
1,268.8 | 1,304.3 | 1,182.5 | |||||||||
Goodwill and indefinite-lived intangible asset impairment charges
|
832.0 | | | |||||||||
Interest expense
|
85.3 | 115.9 | 105.2 | |||||||||
Other expense, net
|
191.3 | 36.2 | 59.4 | |||||||||
Income (loss) before taxes
|
(790.9 | ) | 270.6 | 375.3 | ||||||||
(Benefit from) provision for income taxes
|
(44.2 | ) | 4.5 | 71.8 | ||||||||
Net income (loss)
|
$ | (746.7 | ) | $ | 266.1 | $ | 303.5 | |||||
Per share amounts:
|
||||||||||||
Net income (loss) per common share
|
$ | (7.21 | ) | $ | 2.70 | $ | 3.09 | |||||
Net income (loss) per common share, assuming dilution
|
$ | (7.21 | ) | $ | 2.70 | $ | 3.07 | |||||
Dividends
|
$ | 1.22 | $ | 1.64 | $ | 1.61 | ||||||
Average shares outstanding:
|
||||||||||||
Common shares
|
103.6 | 98.4 | 98.1 | |||||||||
Common shares, assuming dilution
|
103.6 | 98.7 | 98.9 | |||||||||
Common shares outstanding at end of year
|
105.3 | 98.4 | 98.4 | |||||||||
See Notes to Consolidated Financial
Statements
38 Avery Dennison Corporation 2009 Annual Report
CONSOLIDATED
STATEMENT OF SHAREHOLDERS EQUITY
Cost of |
Employee |
Accumulated |
||||||||||||||||||||||||||||||
Common |
Capital in |
unallocated |
stock |
other |
||||||||||||||||||||||||||||
stock, $1 |
excess of |
Retained |
ESOP |
benefit |
Treasury |
comprehensive |
||||||||||||||||||||||||||
(Dollars in millions, except per share amounts) | par value | par value | earnings | shares | trust | stock | income (loss) | Total | ||||||||||||||||||||||||
Fiscal year ended 2006
|
$ | 124.1 | $ | 881.5 | $ | 2,155.6 | $ | (5.7 | ) | $ | (602.5 | ) | $ | (806.7 | ) | $ | (50.1 | ) | $ | 1,696.2 | ||||||||||||
Comprehensive income:
|
||||||||||||||||||||||||||||||||
Net income
|
303.5 | 303.5 | ||||||||||||||||||||||||||||||
Other comprehensive income:
|
||||||||||||||||||||||||||||||||
Foreign currency translation adjustment
|
105.5 | 105.5 | ||||||||||||||||||||||||||||||
Effective portion of gains or losses on cash flow hedges, net of
tax of $(.1)
|
.2 | .2 | ||||||||||||||||||||||||||||||
Net actuarial loss, prior service cost and net transition asset,
net of tax of $(10)
|
29.2 | 29.2 | ||||||||||||||||||||||||||||||
Other comprehensive income
|
134.9 | 134.9 | ||||||||||||||||||||||||||||||
Total comprehensive income
|
438.4 | |||||||||||||||||||||||||||||||
Effects of change in accounting for income taxes
|
2.9 | 2.9 | ||||||||||||||||||||||||||||||
Repurchase of 758,781 shares for treasury, net of shares
issued
|
(51.5 | ) | (51.5 | ) | ||||||||||||||||||||||||||||
Stock issued under option plans, including $19.3 of tax and
dividends paid on stock held in stock trust
|
19.3 | 54.0 | 73.3 | |||||||||||||||||||||||||||||
Dividends: $1.61 per share
|
(171.8 | ) | (171.8 | ) | ||||||||||||||||||||||||||||
ESOP transactions, net
|
1.9 | 1.9 | ||||||||||||||||||||||||||||||
Employee stock benefit trust market value adjustment
|
(119.7 | ) | 119.7 | | ||||||||||||||||||||||||||||
Fiscal year ended 2007
|
124.1 | 781.1 | 2,290.2 | (3.8 | ) | (428.8 | ) | (858.2 | ) | 84.8 | 1,989.4 | |||||||||||||||||||||
Comprehensive income:
|
||||||||||||||||||||||||||||||||
Net income
|
266.1 | 266.1 | ||||||||||||||||||||||||||||||
Other comprehensive income (loss):
|
||||||||||||||||||||||||||||||||
Foreign currency translation adjustment
|
(177.3 | ) | (177.3 | ) | ||||||||||||||||||||||||||||
Effective portion of gains or losses on cash flow hedges, net of
tax of $(.6)
|
1.0 | 1.0 | ||||||||||||||||||||||||||||||
Net actuarial loss, prior service cost and net transition asset,
net of tax of $(103.5)
|
(191.0 | ) | (191.0 | ) | ||||||||||||||||||||||||||||
Other comprehensive loss
|
(367.3 | ) | (367.3 | ) | ||||||||||||||||||||||||||||
Total comprehensive loss
|
(101.2 | ) | ||||||||||||||||||||||||||||||
Repurchase of 195,221 shares for treasury, net of shares
issued
|
(9.5 | ) | (9.5 | ) | ||||||||||||||||||||||||||||
Stock issued under option plans, including $13.4 of tax and
dividends paid on stock held in stock trust
|
36.2 | 7.5 | 43.7 | |||||||||||||||||||||||||||||
Dividends: $1.64 per share
|
(175.0 | ) | (175.0 | ) | ||||||||||||||||||||||||||||
ESOP transactions, net
|
2.6 | 2.6 | ||||||||||||||||||||||||||||||
Employee stock benefit trust market value adjustment
|
(174.4 | ) | 174.4 | | ||||||||||||||||||||||||||||
Fiscal year ended 2008
|
124.1 | 642.9 | 2,381.3 | (1.2 | ) | (246.9 | ) | (867.7 | ) | (282.5 | ) | 1,750.0 | ||||||||||||||||||||
Comprehensive income:
|
||||||||||||||||||||||||||||||||
Net loss
|
(746.7 | ) | (746.7 | ) | ||||||||||||||||||||||||||||
Other comprehensive income (loss):
|
||||||||||||||||||||||||||||||||
Foreign currency translation adjustment
|
103.4 | 103.4 | ||||||||||||||||||||||||||||||
Effective portion of gains or losses on cash flow hedges, net of
tax of $2.9
|
4.8 | 4.8 | ||||||||||||||||||||||||||||||
Net actuarial loss, prior service cost and net transition asset,
net of tax of $6.2
|
29.1 | 29.1 | ||||||||||||||||||||||||||||||
Other comprehensive income
|
137.3 | 137.3 | ||||||||||||||||||||||||||||||
Total comprehensive loss
|
(609.4 | ) | ||||||||||||||||||||||||||||||
Issuance of 6,459,088 shares for treasury in conjunction
with HiMEDS conversion
|
16.0 | 296.9 | 312.9 | |||||||||||||||||||||||||||||
Employee stock benefit trust transfer of 686,500 shares to
treasury
|
25.0 | (25.0 | ) | | ||||||||||||||||||||||||||||
Stock issued under option plans, including $8.2 of tax and
dividends paid on stock held in stock trust
|
28.1 | 14.7 | 42.8 | |||||||||||||||||||||||||||||
Dividends: $1.22 per share
|
(134.9 | ) | (134.9 | ) | ||||||||||||||||||||||||||||
ESOP transactions, net
|
1.2 | 1.2 | ||||||||||||||||||||||||||||||
Employee stock benefit trust market value adjustment
|
35.9 | (35.9 | ) | | ||||||||||||||||||||||||||||
Fiscal year ended 2009
|
$ | 124.1 | $ | 722.9 | $ | 1,499.7 | $ | | $ | (243.1 | ) | $ | (595.8 | ) | $ | (145.2 | ) | $ | 1,362.6 | |||||||||||||
See Notes to Consolidated Financial
Statements
We identify your world 39
CONSOLIDATED
STATEMENT OF CASH FLOWS
(In millions) | 2009 | 2008 | 2007 | |||||||||
Operating Activities
|
||||||||||||
Net income (loss)
|
$ | (746.7 | ) | $ | 266.1 | $ | 303.5 | |||||
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
|
||||||||||||
Depreciation
|
187.6 | 204.6 | 184.1 | |||||||||
Amortization
|
79.7 | 73.8 | 53.2 | |||||||||
Provision for doubtful accounts
|
19.3 | 17.7 | 18.7 | |||||||||
Goodwill and indefinite-lived intangible asset impairment charges
|
832.0 | | | |||||||||
Asset impairment and net loss on sale and disposal of assets of
$9.4, $6.5, and $10.9 in 2009, 2008, and 2007, respectively
|
48.0 | 16.8 | 44.0 | |||||||||
Loss from debt extinguishment
|
21.2 | | | |||||||||
Stock-based compensation
|
25.8 | 29.0 | 21.6 | |||||||||
Other non-cash expense and loss
|
22.0 | 11.3 | | |||||||||
Other non-cash income and gain
|
(8.7 | ) | (12.4 | ) | (1.0 | ) | ||||||
Changes in assets and liabilities and other adjustments, net of
the effect of business acquisitions:
|
||||||||||||
Trade accounts receivable
|
95.7 | 57.7 | (17.7 | ) | ||||||||
Inventories
|
133.3 | 16.5 | (5.3 | ) | ||||||||
Other current assets
|
40.6 | (30.0 | ) | 18.8 | ||||||||
Accounts payable and accrued liabilities
|
(52.4 | ) | (15.8 | ) | (87.1 | ) | ||||||
Taxes on income
|
.3 | 34.3 | 6.1 | |||||||||
Deferred taxes
|
(91.0 | ) | (114.2 | ) | (37.5 | ) | ||||||
Other assets
|
2.3 | 20.8 | (17.1 | ) | ||||||||
Long-term retirement benefits and other liabilities
|
(40.0 | ) | (36.5 | ) | 15.1 | |||||||
Net cash provided by operating activities
|
569.0 | 539.7 | 499.4 | |||||||||
Investing Activities
|
||||||||||||
Purchase of property, plant and equipment
|
(72.2 | ) | (128.5 | ) | (190.5 | ) | ||||||
Purchase of software and other deferred charges
|
(30.6 | ) | (63.1 | ) | (64.3 | ) | ||||||
Payments for acquisitions
|
| (131.2 | ) | (1,291.9 | ) | |||||||
(Purchases) proceeds from sale of investments, net
|
(.5 | ) | 17.2 | | ||||||||
Other
|
(2.5 | ) | 12.1 | 3.5 | ||||||||
Net cash used in investing activities
|
(105.8 | ) | (293.5 | ) | (1,543.2 | ) | ||||||
Financing Activities
|
||||||||||||
Net (decrease) increase in borrowings (maturities of
90 days or less)
|
(192.3 | ) | (390.1 | ) | 792.2 | |||||||
Additional borrowings (maturities longer than 90 days)
|
| 400.1 | 688.8 | |||||||||
Payments of debt (maturities longer than 90 days)
|
(108.3 | ) | (50.7 | ) | (222.0 | ) | ||||||
Dividends paid
|
(134.9 | ) | (175.0 | ) | (171.8 | ) | ||||||
Purchase of treasury stock
|
| (9.8 | ) | (63.2 | ) | |||||||
Proceeds from exercise of stock options, net
|
.6 | 2.7 | 38.1 | |||||||||
Other
|
2.2 | 14.3 | (6.7 | ) | ||||||||
Net cash (used in) provided by financing activities
|
(432.7 | ) | (208.5 | ) | 1,055.4 | |||||||
Effect of foreign currency translation on cash balances
|
2.1 | (3.7 | ) | 1.4 | ||||||||
Increase in cash and cash equivalents
|
32.6 | 34.0 | 13.0 | |||||||||
Cash and cash equivalents, beginning of year
|
105.5 | 71.5 | 58.5 | |||||||||
Cash and cash equivalents, end of year
|
$ | 138.1 | $ | 105.5 | $ | 71.5 | ||||||
See Notes to Consolidated Financial
Statements
40 Avery Dennison Corporation 2009 Annual Report
Notes to
Consolidated Financial Statements
NOTE 1. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Nature of
Operations
Avery Dennison Corporation (the Company) is an
industry leader that develops innovative identification and
decorative solutions for businesses and consumers worldwide. The
Companys products include pressure-sensitive labeling
materials; graphics imaging media; retail apparel ticketing and
branding systems; RFID inlays and tags; office products;
specialty tapes; and a variety of specialized labels for
automotive, industrial and durable goods applications.
Principles of
Consolidation
The consolidated financial statements include the accounts of
majority-owned subsidiaries. Intercompany accounts, transactions
and profits are eliminated in consolidation. Investments in
certain affiliates (20% to 50% ownership) are accounted for by
the equity method of accounting. Investments representing less
than 20% ownership are accounted for by the cost method of
accounting.
Financial
Presentation
Certain prior year amounts have been reclassified to conform
with the current year presentation.
Segment
Reporting
The Company has determined that it has three reportable segments
for financial reporting purposes:
o | Pressure-sensitive Materials manufactures and sells pressure-sensitive roll label materials, films for graphic and reflective applications, performance polymers (largely adhesives used to manufacture pressure-sensitive materials), and extruded films | |
o | Retail Information Services designs, manufactures and sells a wide variety of price marking and brand identification products, including tickets, tags and labels, and related services, supplies and equipment | |
o | Office and Consumer Products manufactures and sells a variety of office and consumer products, including labels, binders, dividers, sheet protectors, and writing instruments |
Certain operating segments are aggregated or combined based on
materiality, quantitative factors, and similar qualitative
economic characteristics, including primary products, production
processes, customers, and distribution methods. Operating
segments that do not exceed the quantitative thresholds or are
not considered for aggregation are reported in a category
entitled other specialty converting businesses,
which is comprised of several businesses that produce specialty
tapes and highly engineered labels, including radio-frequency
identification (RFID) inlays and other converted
products.
In 2009, the Pressure-sensitive Materials segment contributed
approximately 56% of the Companys total sales, while the
Retail Information Services segment and the Office and Consumer
Products segment contributed approximately 22% and 14%,
respectively, of the Companys total sales. The other
specialty converting businesses contributed the remaining 8% of
the Companys total sales. International and domestic
operations generated approximately 66% and 34%, respectively, of
the Companys total sales in 2009. Refer to Note 12,
Segment Information, for further information.
Fiscal
Year
The Companys 2009 fiscal year consisted of a 53-week
period ending January 2, 2010, with the extra week
reflected in the first quarter. The Companys 2008 and 2007
fiscal years consisted of 52-week periods ending
December 27, 2008 and December 29, 2007, respectively.
Normally, each fiscal year consists of 52 weeks, but every
fifth or sixth fiscal year consists of 53 weeks.
Use of
Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions
for the reporting period and as of the financial statement date.
These estimates and assumptions affect the reported amounts of
assets and liabilities, the disclosure of contingent liabilities
and the reported amounts of revenue and expense. Actual results
could differ from these estimates.
Cash and Cash
Equivalents
Cash and cash equivalents consist of cash on hand, deposits in
banks, and short-term investments with maturities of three
months or less when purchased. The carrying value of these
assets approximates fair value due to the short maturity of the
instruments. Cash paid for interest and income taxes was as
follows:
(In millions) | 2009 | 2008 | 2007 | |||||||||
Interest, net of capitalized amounts
|
$ | 78.3 | $ | 114.6 | $ | 93.6 | ||||||
Income taxes, net of refunds
|
47.5 | 77.0 | 106.2 | |||||||||
In 2009, 2008 and 2007, non-cash activities included accruals
for capital expenditures of approximately $8 million,
$5 million and $14 million, respectively, due to the
timing of payments. In 2009, the Company transferred
approximately 687,000 common shares, totaling $25 million
from Employee stock benefit trust to Treasury
stock at cost related to the funding of employee benefit
obligations.
Accounts
Receivable
The Company records trade accounts receivable at the invoiced
amount. The allowance for doubtful accounts represents
allowances for trade accounts receivable that are estimated to
be partially or entirely uncollectible. The customer complaint
reserve represents estimated sales returns and allowances. These
allowances are used to reduce gross trade receivables to their
net realizable values. The Company records these allowances
based on estimates related to the following factors:
o | Customer-specific allowances | |
o | Amounts based upon an aging schedule | |
o | An estimated amount, based on the Companys historical experience |
No single customer represented 10% or more of the Companys
net sales or trade receivables at year end 2009 and 2008.
However, the ten largest customers at year end 2009 represented
approximately 13% of trade accounts receivable and consisted of
six customers of the Companys Office and Consumer Products
segment and four customers of the Pressure-sensitive Materials
segment. The Company does not generally require its customers to
provide collateral.
We identify your world 41
Notes to
Consolidated Financial
Statements
(continued)
Inventories
Inventories are stated at the
lower-of-cost-or-market
value and are categorized as raw materials,
work-in-progress
or finished goods. Cost is determined using the
first-in,
first-out (FIFO) method. Inventory reserves are
recorded for matters such as damaged, obsolete, excess and
slow-moving inventory. The Company uses estimates to record
these reserves. Slow-moving inventory is reviewed by category
and may be partially or fully reserved for depending on the type
of product and the length of time the product has been included
in inventory.
Inventories at end of year were as follows:
(In millions) | 2009 | 2008 | ||||||
Raw materials
|
$ | 217.9 | $ | 256.2 | ||||
Work-in-progress
|
119.6 | 143.4 | ||||||
Finished goods
|
205.2 | 248.6 | ||||||
Inventories at lower of cost or market (approximates replacement
cost)
|
542.7 | 648.2 | ||||||
Inventory reserves
|
(65.4 | ) | (64.6 | ) | ||||
Inventories, net
|
$ | 477.3 | $ | 583.6 | ||||
Property, Plant
and Equipment
Major classes of property, plant and equipment are stated at
cost and were as follows:
(In millions) | 2009 | 2008 | ||||||
Land
|
$ | 68.4 | $ | 68.4 | ||||
Buildings and improvements
|
764.1 | 745.5 | ||||||
Machinery and equipment
|
2,334.8 | 2,301.5 | ||||||
Construction-in-progress
|
40.6 | 57.7 | ||||||
Property, plant and equipment
|
3,207.9 | 3,173.1 | ||||||
Accumulated depreciation
|
(1,853.2 | ) | (1,680.1 | ) | ||||
Property, plant and equipment, net
|
$ | 1,354.7 | $ | 1,493.0 | ||||
Depreciation is generally computed using the straight-line
method over the estimated useful lives of the assets ranging
from five to forty-seven years for buildings and improvements
and two to fifteen years for machinery and equipment. Leasehold
improvements are depreciated over the shorter of the useful life
of the asset or the term of the associated leases. Maintenance
and repair costs are expensed as incurred; renewals and
betterments are capitalized. Upon the sale or retirement of
assets, the accounts are relieved of the cost and the related
accumulated depreciation, with any resulting gain or loss
included in net income.
Software
The Company capitalizes internal and external software costs
that are incurred during the application development stage of
the software development, including costs incurred for the
design, coding, installation to hardware, testing, and upgrades
and enhancements that provide additional functionalities and
capabilities to the software and hardware of the chosen path.
Internal and external software costs during the preliminary
project stage are expensed, as well as those costs during the
post-implementation
and/or
operation stage are expensed, including internal and external
training costs and maintenance costs.
Capitalized software, which is included in Other
assets in the Consolidated Balance Sheet, is amortized on
a straight-line basis over the estimated useful life of the
software, ranging from two to ten years. Capitalized software
costs were as follows:
(In millions) | 2009 | 2008 | ||||||
Cost
|
$ | 364.0 | $ | 335.5 | ||||
Accumulated amortization
|
(214.1 | ) | (188.0 | ) | ||||
$ | 149.9 | $ | 147.5 | |||||
Impairment of
Long-lived Assets
Impairment charges are recorded when the carrying amounts of
long-lived assets are determined not to be recoverable.
Impairment is measured by assessing the usefulness of an asset
or by comparing the carrying value of an asset to its fair
value. Fair value is typically determined using quoted market
prices, if available, or an estimate of future cash flows
expected to result from the use of the asset and its eventual
disposition. Historically, changes in market conditions and
management strategy have caused the Company to reassess the
carrying amount of its long-lived assets.
Goodwill and
Other Intangibles Resulting from Business Acquisitions
Business combinations are accounted for by the purchase method,
and the excess of the acquisition cost over the fair value of
net tangible assets and identified intangible assets acquired is
considered goodwill. As a result, the Company discloses goodwill
separately from other intangible assets. Other identifiable
intangibles include customer relationships, patents and other
acquired technology, trade names and trademarks, and other
intangibles.
The Companys reporting units for the purpose of performing
the impairment tests for goodwill consist of roll materials;
retail information services; office and consumer products;
graphics and reflective products; industrial products; and
business media. In performing the required impairment tests, the
Company primarily applies a present value (discounted cash flow)
method to determine the fair value of the reporting units with
goodwill. The Company performs its annual impairment test of
goodwill during the fourth quarter.
Certain factors may result in the need to perform an impairment
test prior to the fourth quarter, including significant
underperformance of the Companys business relative to
expected operating results, significant adverse economic and
industry trends, significant decline in the Companys
market capitalization for an extended period of time relative to
net book value, or a decision to divest an individual business
within a reporting unit.
The Company estimates the fair value of its reporting units,
using various valuation techniques, with the primary technique
being a discounted cash flow analysis. A discounted cash flow
analysis requires the Company to make various judgmental
assumptions about sales, operating margins, growth rates and
discount rates. Assumptions about discount rates are based on a
weighted-average cost of capital for comparable companies.
Assumptions about sales, operating margins, and growth rates are
based on the Companys forecasts, business plans, economic
projections, anticipated future cash flows and marketplace data.
Assumptions are also made for varying perpetual growth rates for
periods beyond the long-term business plan period.
Goodwill impairment is determined using a two-step process. The
first step is to identify if a potential impairment exists by
comparing the fair value of a reporting unit with its carrying
amount, including goodwill. If the
42 Avery Dennison Corporation 2009 Annual Report
fair value of a reporting unit exceeds its carrying amount,
goodwill of the reporting unit is not considered to have a
potential impairment and the second step of the impairment is
not necessary. However, if the carrying amount of a reporting
unit exceeds its fair value, the second step is performed to
determine if goodwill is impaired and to measure the amount of
impairment loss to recognize, if any.
The second step, if necessary, compares the implied fair value
of goodwill with the carrying amount of goodwill. If the implied
fair value of goodwill exceeds the carrying amount, then
goodwill is not considered impaired. However, if the carrying
amount of goodwill exceeds the implied fair value, an impairment
loss is recognized in an amount equal to that excess.
See also Note 3, Goodwill and Other Intangibles
Resulting from Business Acquisitions.
Foreign
Currency
Asset and liability accounts of international operations are
translated into U.S. dollars at current rates. Revenues and
expenses are translated at the weighted-average currency rate
for the fiscal year. Translation gains and losses of
subsidiaries operating in hyperinflationary economies, if any,
are included in net income in the period incurred. Gains and
losses resulting from foreign currency transactions are included
in income in the period incurred. Gains and losses resulting
from hedging the value of investments in certain international
operations and from translation of balance sheet accounts are
recorded directly as a component of other comprehensive income.
Transactions in foreign currencies (including receivables,
payables and loans denominated in currencies other than the
functional currency) decreased net income by $2.8 million
in 2009, and increased net income by $16.1 million in 2008
and $1.4 million in 2007. In 2008, transactions in foreign
currencies included a foreign currency net gain related to
certain intercompany transactions of approximately
$9 million. These results exclude the effects of
translation of foreign currencies on the Companys
financial statements.
The Company had no operations in hyperinflationary economies in
fiscal years 2009, 2008 and 2007.
Financial
Instruments
The Company enters into certain foreign exchange hedge contracts
to reduce its risk from exchange rate fluctuations associated
with receivables, payables, loans and firm commitments
denominated in certain foreign currencies that arise primarily
as a result of its operations outside the U.S. The Company
enters into certain interest rate contracts to help manage its
exposure to interest rate fluctuations. The Company also enters
into certain natural gas and other commodity futures contracts
to hedge price fluctuations for a portion of its anticipated
domestic purchases. The maximum length of time in which the
Company hedges its exposure to the variability in future cash
flows for forecasted transactions is generally 12 to
24 months.
On the date the Company enters into a derivative contract, it
determines whether the derivative will be designated as a hedge.
Those derivatives not designated as hedges are recorded on the
balance sheet at fair value, with changes in the fair value
recognized in earnings. Those derivatives designated as hedges
are classified as either (1) a hedge of the fair value of a
recognized asset or liability or an unrecognized firm commitment
(a fair value hedge); or (2) a hedge of a
forecasted transaction or the variability of cash flows that are
to be received or paid in connection with a recognized asset or
liability (a cash flow hedge). The Company generally
does not purchase or hold any foreign currency, interest rate or
commodity contracts for trading purposes.
The Company assesses, both at the inception of the hedge and on
an ongoing basis, whether hedges are highly effective. If it is
determined that a hedge is not highly effective, the Company
prospectively discontinues hedge accounting. For cash flow
hedges, the effective portion of the related gains and losses is
recorded as a component of other comprehensive income, and the
ineffective portion is reported in earnings. Amounts in
accumulated other comprehensive income (loss) are reclassified
into earnings in the same period during which the hedged
forecasted transaction is consummated. In the event the
anticipated transaction is no longer likely to occur, the
Company recognizes the change in fair value of the instrument in
current period earnings. Changes in fair value hedges are
recognized in current period earnings. Changes in the fair value
of underlying hedged items (such as recognized assets or
liabilities) are also recognized in current period earnings and
offset the changes in the fair value of the derivative.
In the Statement of Cash Flows, hedge transactions are
classified in the same category as the item hedged, primarily in
operating activities.
See also Note 5, Financial Instruments.
Fair Value
Measurements
The Company defines fair value as the price that would be
received from selling an asset or paid to transfer a liability
in an orderly transaction between market participants at the
measurement date. When determining the fair value measurements
for assets and liabilities which are required to be recorded at
fair value, the Company considers the principal or most
advantageous market in which the Company would transact and the
market-based risk measurements or assumptions that market
participants would use in pricing the asset or liability.
The Company determines fair value based on a three-tier fair
value hierarchy, which it uses to prioritize the inputs used in
measuring fair value. These tiers include: Level 1, defined
as observable inputs such as quoted prices in active markets;
Level 2, defined as inputs other than quoted prices in
active markets that are either directly or indirectly
observable; and Level 3, defined as unobservable inputs in
which little or no market data exists, therefore requiring an
entity to develop its own assumptions to determine the best
estimate of fair value.
Revenue
Recognition
Sales are recognized when persuasive evidence of an arrangement
exists, pricing is determinable, delivery has occurred based on
applicable sales terms, and collection is reasonably assured.
Sales terms are generally f.o.b. (free on board) shipping point
or f.o.b. destination, depending upon local business customs.
For most regions in which the Company operates, f.o.b. shipping
point terms are utilized and sales are recorded at the time of
shipment, because this is when title and risk of loss are
transferred. In certain regions, notably in Europe, f.o.b.
destination terms are generally utilized and sales are recorded
when the products are delivered to the customers
normal place of delivery, because this is when title
and risk of loss are transferred. Furthermore, sales, provisions
for estimated returns, and the cost of products sold are
recorded at the time title transfers to customers and when the
customers assume the risks and rewards of ownership. Actual
product returns are charged against estimated sales return
allowances.
We identify your world 43
Notes to
Consolidated Financial
Statements
(continued)
Sales rebates and discounts are common practice in the
industries in which the Company operates. Volume, promotional,
price, cash and other discounts and customer incentives are
accounted for as a reduction to gross sales. Rebates and
discounts are recorded based upon estimates at the time products
are sold. These estimates are based upon historical experience
for similar programs and products. The Company reviews such
rebates and discounts on an ongoing basis and accruals for
rebates and discounts are adjusted, if necessary, as additional
information becomes available.
Advertising
Costs
Advertising costs included in Marketing, general and
administrative expense were $23.7 million in 2009,
$22.6 million in 2008, and $31 million in 2007. The
Companys policy is to expense advertising costs as
incurred.
Research and
Development
Research and development costs are related to research, design
and testing of new products and applications and are expensed as
incurred. Research and development expense was
$90.7 million in 2009, $94 million in 2008, and
$95.5 million in 2007.
Pension and
Postretirement Benefits
Assumptions used in determining projected benefit obligations
and the fair value of plan assets for the Companys pension
plans and other postretirement benefit plans are evaluated by
management in consultation with outside actuaries. In the event
that the Company determines that changes are warranted in the
assumptions used, such as the discount rate, expected long-term
rate of return, or health care costs, future pension and
postretirement benefit expenses could increase or decrease. Due
to changing market conditions or changes in the participant
population, the actuarial assumptions that the Company uses may
differ from actual results, which could have a significant
impact on the Companys pension and postretirement
liability and related cost. Refer to Note 6, Pension
and Other Postretirement Benefits, for further information
on such assumptions.
Product
Warranty
The Company provides for an estimate of costs that may be
incurred under its basic limited warranty at the time product
revenue is recognized. These costs primarily include materials
and labor associated with the service or sale of the product.
Factors that affect the Companys warranty liability
include the number of units installed or sold, historical and
anticipated rate of warranty claims on those units, cost per
claim to satisfy the Companys warranty obligation and
availability of insurance coverage. As these factors are
impacted by actual experience and future expectations, the
Company assesses the adequacy of its recorded warranty liability
and adjusts the amounts as necessary. The Companys
liability associated with product warranty was $2 million
and $1.9 million at year end 2009 and 2008, respectively.
Stock-Based
Compensation
The Companys stock-based compensation expense is the
estimated fair value of options granted, amortized on a
straight-line basis over the requisite service period. The fair
value of the Companys stock option awards is estimated as
of the date of grant using the Black-Scholes option-pricing
model. This model requires input assumptions for the
Companys expected dividend yield, expected stock price
volatility, risk-free interest rate and the expected option term.
The fair value of certain stock-based awards that are subject to
performance metrics based on market conditions is determined
using the Monte-Carlo simulation model, which utilizes multiple
input variables, including expected volatility assumptions and
other assumptions to estimate the probability of satisfying the
market condition target stipulated in the award.
The Company uses the short-cut method to calculate the
historical pool of windfall tax benefits related to employee
stock-based compensation awards. In addition, the Company
elected to follow the tax ordering laws to determine the
sequence in which deductions and net operating loss
carryforwards are utilized, as well as the direct-only approach
to calculating the amount of windfall or shortfall tax benefits.
See also Note 9, Shareholders Equity and
Stock-Based Compensation.
Environmental
Expenditures
Environmental expenditures are generally expensed. However,
environmental expenditures for newly acquired assets and those
which extend or improve the economic useful life of existing
assets are capitalized and amortized over the remaining asset
life. During each annual reporting period, the Company reviews
its estimates of costs of compliance with environmental laws
related to remediation and cleanup of various sites, including
sites in which governmental agencies have designated the Company
as a potentially responsible party. When it is probable that
obligations have been incurred and where a range of the cost of
compliance or remediation can be estimated, the best estimate
within the range is accrued. When the best estimate within the
range cannot be determined, the low end of the range is accrued.
Potential insurance reimbursements are not offset against
potential liabilities, and such liabilities are not discounted.
Refer to Note 8, Contingencies, for further
information.
Asset Retirement
Obligations
The Company recognizes a liability for the fair value of
conditional asset retirement obligations based on estimates
determined through present value techniques. An asset retirement
is conditional when the timing and (or) method of
settlement of the retirement obligation is conditional upon a
future event that may or may not be within the control of the
Company. The Companys asset retirement obligations
primarily relate to lease restoration costs. Certain potential
obligations have not been included in the Companys
estimate, because the range of time over which the Company may
settle the obligation or the method of settlement is unknown or
cannot be reasonably estimated. The Companys estimated
liability associated with asset retirement obligations was
$7.9 million and $1.6 million at year end 2009 and
2008, respectively.
Restructuring and
Severance Costs
In the U.S., the Company has a severance pay plan (Pay
Plan), which provides eligible employees with severance
payments in the event of an involuntary termination due to
qualifying cost reduction actions. Severance pay is calculated
by using a severance benefit formula under the Pay Plan.
Accordingly, the provisions for such amounts and other related
exit costs are recorded when they are probable and estimable. In
the absence of a Pay Plan or established local practices for
overseas jurisdictions, liability for
44 Avery Dennison Corporation 2009 Annual Report
severance and other employee-related costs is recognized when
the liability is incurred. See also Note 10, Cost
Reduction Actions.
Taxes on
Income
Deferred tax assets and liabilities reflect temporary
differences between the amount of assets and liabilities for
financial and tax reporting purposes. Such amounts are adjusted,
as appropriate, to reflect changes in tax rates expected to be
in effect when the temporary differences reverse. A valuation
allowance is recorded to reduce the Companys deferred tax
assets to the amount that is more likely than not to be realized.
When establishing a valuation allowance, the Company considers
future sources of taxable income such as future reversals
of existing taxable temporary differences, future taxable income
exclusive of reversing temporary differences and
carryforwards and tax planning strategies. A
tax planning strategy is defined as an action that: is
prudent and feasible; an enterprise ordinarily might not take,
but would take to prevent an operating loss or tax credit
carryforward from expiring unused; and would result in
realization of deferred tax assets. In the event the
Company determines that the deferred tax assets will not be
realized in the future, the valuation adjustment to the deferred
tax assets is charged to earnings in the period in which the
Company makes such a determination. The Company has also
acquired certain net deferred tax assets with existing valuation
allowances. If it is later determined that it is more likely
than not that the deferred tax assets will be realized, the
Company will release the valuation allowance to current earnings
or adjust the purchase price allocation.
The Company calculates its current and deferred tax provision
based on estimates and assumptions that could differ from the
actual results reflected in income tax returns filed in
subsequent years. Adjustments based on filed returns are
recorded when identified.
The amount of income taxes the Company pays is subject to
ongoing audits by federal, state and foreign tax authorities.
The Companys estimate of the potential outcome of any
uncertain tax issue is subject to managements assessment
of relevant risks, facts, and circumstances existing at that
time. The Company applies a more-likely-than-not threshold for
financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. The Company
records a liability for the difference between the benefit
recognized and measured and the tax position taken or expected
to be taken on the tax return. To the extent that the
Companys assessment of such tax positions changes, the
change in estimate is recorded in the period in which the
determination is made. The Company reports tax-related interest
and penalties as a component of income tax expense.
Investment tax credits are accounted for in the period earned in
accordance with the flow-through method.
At the beginning of the first quarter of 2007 (December 31,
2006), the Company changed the manner in which it accounts for
income taxes and recognized a decrease of $2.9 million in
the liability for unrecognized tax benefits, which was accounted
for as an increase to the beginning balance of retained earnings.
See also Note 11, Taxes Based on Income.
Net Income Per
Share
Net income per common share amounts were computed as follows:
(In millions, except per share amounts) | 2009 | 2008 | 2007 | |||||||||||
(A)
|
Net income (loss) available to common shareholders
|
$ | (746.7 | ) | $ | 266.1 | $ | 303.5 | ||||||
(B)
|
Weighted-average number of common shares outstanding
|
103.6 | 98.4 | 98.1 | ||||||||||
Dilutive shares (additional common shares issuable under
employee stock options, performance units, restricted stock
units and restricted stock)
|
| .3 | .8 | |||||||||||
(C)
|
Weighted-average number of common shares outstanding, assuming
dilution
|
103.6 | 98.7 | 98.9 | ||||||||||
Net income (loss) per common share
(A) ¸ (B)
|
$ | (7.21 | ) | $ | 2.70 | $ | 3.09 | |||||||
Net income (loss) per common share, assuming dilution
(A) ¸ (C)
|
$ | (7.21 | ) | $ | 2.70 | $ | 3.07 | |||||||
In 2009, the effect of dilutive securities (for example,
employee stock options, performance units (PUs),
restricted stock units ( RSUs) and shares of
restricted stock) was not dilutive because the Company generated
a net operating loss. Employee stock options, PUs, RSUs and
shares of restricted stock excluded from the computation totaled
approximately 11 million shares in 2009.
In 2008 and 2007, certain employee stock options, PUs, RSUs and
shares of restricted stock were not included in the computation
of net income per common share, assuming dilution, because they
would not have had a dilutive effect. Employee stock options,
PUs, RSUs and shares of restricted stock excluded from the
computation totaled approximately 10 million shares in 2008
and 4 million shares in 2007.
As further discussed in the Recent Accounting
Requirements section below, effective at the beginning of
2009, the Company adopted additional guidance regarding the
calculation of earnings per share. This did not have a material
impact on net income (loss) per share.
Comprehensive
Income (Loss)
Comprehensive income (loss) includes net income (loss), foreign
currency translation adjustment, net actuarial loss, prior
service cost and net transition assets, net of tax, and the
gains or losses on the effective portion of cash flow and firm
commitment hedges, net of tax, that are currently presented as a
component of shareholders equity.
We identify your world 45
Notes to
Consolidated Financial
Statements
(continued)
The components of accumulated other comprehensive loss (net of
tax, with the exception of the foreign currency translation
adjustment), at end of year were as follows:
(In millions) | 2009 | 2008 | ||||||
Foreign currency translation adjustment
|
$ | 169.2 | $ | 65.8 | ||||
Net actuarial loss, prior service cost and net transition
assets, less amortization, net of tax benefits of $146.7 and
$155.1 at year end 2009 and 2008, respectively
|
(303.4 | ) | (332.5 | ) | ||||
Net loss on derivative instruments designated as cash flow and
firm commitment hedges, net of tax benefits of $6.6 and $9.5 at
year end 2009 and 2008, respectively
|
(11.0 | ) | (15.8 | ) | ||||
Accumulated other comprehensive loss
|
$ | (145.2 | ) | $ | (282.5 | ) | ||
Cash flow and firm commitment hedging instrument activities in
other comprehensive loss, net of tax, were as follows:
(In millions) | 2009 | 2008 | ||||||
Beginning accumulated derivative loss
|
$ | (15.8 | ) | $ | (16.8 | ) | ||
Net loss (gain) reclassified to earnings
|
15.2 | (2.9 | ) | |||||
Net change in the revaluation of hedging transactions
|
(10.4 | ) | 3.9 | |||||
Ending accumulated derivative loss
|
$ | (11.0 | ) | $ | (15.8 | ) | ||
Business
Combinations
The Company records the assets acquired and liabilities assumed
from acquired businesses at fair value, and the Company makes
estimates and assumptions to determine such fair values.
The Company utilizes a variety of assumptions and estimates that
are believed to be reasonable in determining fair value for
assets acquired and liabilities assumed. These assumptions and
estimates include estimated future cash flows, growth rates,
current replacement cost for similar capacity for certain
assets, market rate assumptions for certain obligations and
certain potential costs of compliance with environmental laws
related to remediation and cleanup of acquired properties. The
Company also utilizes information obtained from management of
the acquired businesses and its historical experience from
previous acquisitions.
The Company applies significant assumptions and estimates in
determining certain intangible assets resulting from the
acquisitions (such as customer relationships, patents and other
acquired technology, and trademarks and trade names and related
applicable useful lives), property, plant and equipment,
receivables, inventories, investments, tax accounts,
environmental liabilities, stock option awards, lease
commitments and restructuring and integration costs.
Unanticipated events and circumstances may occur, which may
affect the accuracy or validity of such assumptions, estimates
or actual results. As such, decreases to fair value of assets
acquired and liabilities assumed (including cost estimates for
certain obligations and liabilities) are recorded as an
adjustment to goodwill indefinitely, whereas increases to the
estimates are recorded as an adjustment to goodwill during the
purchase price allocation period (generally within one year of
the acquisition date) and as operating expenses thereafter.
Recent Accounting
Requirements
In June 2009, the Financial Accounting Standards Board
(FASB) established the FASB Accounting Standards
Codification (the Codification) as the single source
of authoritative non-governmental U.S. GAAP. The
Codification is effective for interim and annual periods ending
after September 15, 2009. The adoption of the Codification
changed the manner in which U.S. GAAP guidance is
referenced, but did not have any impact on the Companys
financial condition, results of operations, cash flows, or
disclosures.
In June 2009, the FASB issued changes to consolidation
accounting. Among other items, these changes respond to concerns
about the application of certain key provisions of previous
accounting standards, including those regarding the transparency
of the involvement with variable interest entities. These
changes are effective for calendar year companies beginning on
January 1, 2010. The Company does not expect these changes
to have a material impact on the Companys financial
condition, results of operations, cash flows, or disclosures.
The FASB issued in May 2009, and amended in
February 2010, a new accounting standard on subsequent
events. This standard defines what qualifies as a subsequent
event those events or transactions that occur
following the balance sheet date, but before the financial
statements are issued, or are available to be issued. This
standard was effective for interim and annual periods ending
after June 15, 2009. The Company adopted this accounting
standard in the second quarter of 2009.
In April 2009, the FASB issued changes to disclosure
requirements regarding fair value of financial instruments,
which require disclosure about fair value of financial
instruments, whether recognized or not recognized in the
statement of financial position, in interim financial
information. These changes also require fair value information
to be presented together with the related carrying amount and
disclosure regarding the methods and significant assumptions
used to estimate fair value. These changes were effective for
interim reporting periods ending after June 15, 2009, with
early adoption permitted for periods ending after March 15,
2009. The Company has included the required disclosures in
Note 4, Debt.
The FASB issued in December 2007, and amended in April 2009, a
revised accounting standard for business combinations. This
standard defines the acquirer as the entity that obtains control
of one or more businesses in the business combination and
establishes the acquisition date as the date that the acquirer
achieves control. In general, this standard requires the
acquiring entity in a business combination to recognize the fair
value of all the assets acquired and liabilities assumed in the
transaction; establishes the acquisition-date as the fair value
measurement point; and modifies the disclosure requirements.
This standard applies prospectively to business combinations for
which the acquisition date is on or after the first annual
reporting period beginning on or after December 15, 2008.
The adoption of this standard has not had a material impact on
the Companys financial results of operations and financial
condition. There have been no acquisitions since the effective
date.
In December 2008, the FASB issued changes to disclosure
requirements about postretirement benefit plan assets, which
provides additional guidance on an employers disclosures
about plan assets of a defined benefit pension or other
postretirement plan. These changes were effective for financial
statements issued for fiscal years ending after
December 15, 2009. These changes increased the disclosures
in the financial statements related to the assets of the
Companys pension and postretirement benefits plans. These
disclosures are included in Note 6, Pension and Other
Postretirement Benefits.
46 Avery Dennison Corporation 2009 Annual Report
In August 2008, the FASB issued additional accounting guidance
regarding defensive intangible assets. This guidance clarifies
that a defensive intangible asset should be accounted for as a
separate unit of accounting. This applies to all intangible
assets acquired, including intangible assets acquired in a
business combination, in situations in which the acquirer does
not intend to actively use the asset but intends to hold (lock
up) the asset to prevent its competitors from obtaining access
to the asset (defensive assets). This guidance was effective for
intangible assets acquired on or after the beginning of the
first annual reporting period beginning on December 15,
2008. The adoption of this guidance did not have an impact on
the Companys financial results of operations and financial
condition because there have been no acquisitions since the
effective date.
In June 2008, the FASB issued additional accounting guidance
regarding the effect of share-based payments transactions on the
computation of earnings per share. This guidance clarifies that
unvested share-based payment awards that contain non-forfeitable
rights to dividends or dividend equivalents (whether paid or
unpaid) are participating securities and shall be included in
the computation of earnings per share pursuant to the two-class
method. This guidance is effective for financial statements
issued for fiscal years beginning after December 15, 2008,
and interim periods within those years and requires
retrospective application. The adoption of this guidance did not
have a material impact on the Companys financial results
of operations and financial condition.
In April 2008, the FASB issued changes to the method for
determining the useful life of intangible assets. These changes
modified factors that should be considered in developing renewal
or extension assumptions used for purposes of determining the
useful life of a recognized intangible asset. These changes were
intended to improve the consistency between the useful life of a
recognized intangible asset for purposes of determining
impairment and the period of expected cash flows used to measure
the fair value of the asset in a business combination and other
U.S. generally accepted accounting principles. These
changes were effective for fiscal years beginning after
December 15, 2008. The adoption of these changes did not
have a material impact on the Companys financial results
of operations and financial condition.
In March 2008, the FASB issued changes to disclosure
requirements regarding derivative instruments and hedging
activities. These changes were intended to improve transparency
in financial reporting by requiring enhanced disclosures of an
entitys derivative instruments and hedging activities and
their effects on the entitys financial position, financial
performance, and cash flows. These disclosure requirements apply
to all derivative instruments as well as related hedged items,
bifurcated derivatives, and non-derivative instruments that are
designated and qualify as hedging instruments. Entities with
such instruments must provide more robust qualitative
disclosures and expanded quantitative disclosures. These changes
are effective prospectively for financial statements issued for
fiscal years and interim periods beginning after
November 15, 2008, with early application permitted. The
Company has included the required disclosures in Note 5,
Financial Instruments.
In December 2007, the FASB issued a new accounting standard on
non-controlling interests. This standard was effective for
fiscal years and interim periods, beginning on or after
December 15, 2008, with earlier adoption prohibited. This
standard requires the recognition of a non-controlling interest
(minority interest) as equity in the consolidated financial
statements and separate from the parents equity. The
amount of net income attributable to the non-controlling
interest will be included in consolidated net income on the
statement of operations. This standard also includes expanded
disclosure requirements regarding the interests of the parent
and its non-controlling interest. The adoption of this standard
did not have a material impact on the Companys financial
results of operations and financial condition.
In September 2006, the FASB issued a new accounting standard on
fair value measurements, which was effective for fiscal years
and interim periods after November 15, 2007. This standard
defines fair value, establishes a framework for measuring fair
value and expands the related disclosure requirements. This
standard applies to all financial assets and liabilities and to
all non-financial assets and liabilities that are recognized or
disclosed at fair value in the financial statements on a
recurring basis. This standard indicates, among other things,
that a fair value measurement assumes that the transaction to
sell an asset or transfer a liability occurs in the principal
market for the asset or liability or, in the absence of a
principal market, the most advantageous market for the asset or
liability. This standard defines fair value based upon an exit
price model. The Company applied the provisions of this standard
to assets and liabilities measured on a non-recurring basis as
of the beginning of the 2009 fiscal year. The adoption of this
standard did not have a significant impact on the Companys
financial results of operations or financial position.
Transactions with
Related Persons
From time to time, the Company enters into transactions in the
normal course of business with related persons. Management
believes that such transactions are at arms length and for
terms that would have been obtained from unaffiliated third
persons.
One of the Companys directors, Peter W. Mullin, is the
chairman, chief executive officer and majority stockholder in
various entities (collectively referred to as the Mullin
Companies), which previously provided executive
compensation, benefit consulting and insurance agency services.
In October 2008, the above described operations of the Mullin
Companies were sold to a subsidiary of Prudential Financial,
Inc. (Prudential). During 2009, the Company paid
premiums to insurance carriers for life insurance originally
placed by the Mullin Companies in connection with various
Company employee benefit plans (however, the interests of the
Mullin Companies in this insurance were sold to Prudential in
October 2008). Prudential has advised the Company that it earned
commissions from such insurance carriers in an aggregate amount
of approximately $.4 million, $.6 million, and
$.4 million in 2009, 2008, and 2007, respectively, for the
placement and renewal of this insurance, in which
Mr. Mullin had an interest of approximately
$.09 million, $.3 million, and $.3 million in
2009, 2008, and 2007, respectively. Mr. Mullins
interest in the 2009 commissions was determined in accordance
with the terms of a commission sharing agreement entered into
between Mr. Mullin and Prudential at the time of the sale.
The Mullin Companies own a minority interest in M Financial
Holdings, Inc. (MFH). Substantially all of the life
insurance policies, which the Company originally placed through
the Mullin Companies, are issued by insurance carriers that
participate in reinsurance agreements entered into between these
insurance carriers and M Life Insurance Company (M
Life), a wholly-owned subsidiary of MFH. Reinsurance
returns earned by M Life are determined annually by the
insurance carriers and can be negative or positive, depending
upon the results of M Lifes aggregate reinsurance pool,
which consists of the insured lives reinsured by M Life. The
Mullin Companies have advised that in 2009, they did not receive
any
We identify your world 47
Notes to
Consolidated Financial
Statements
(continued)
distributions of net reinsurance gains (either in the form of
gains subject to or without risk of forfeiture) ascribed by M
Life to the Companys life insurance policies referred to
above. Such gains in 2008 and 2007 were not material.
NOTE 2. ACQUISITIONS
On June 15, 2007, the Company completed the acquisition of
Paxar Corporation (Paxar), a global leader in retail
tag, ticketing, and branding systems. In accordance with the
terms of the acquisition agreement, each outstanding share of
Paxar common stock, par value $0.10, was converted into the
right to receive $30.50 in cash. The total purchase price was
approximately $1.33 billion for the outstanding shares of
Paxar, including transaction costs of approximately
$15 million. At June 15, 2007, outstanding options to
purchase Paxar Common Stock, shares of Paxar restricted stock
and Paxar performance share awards were converted into
weight-adjusted options to purchase the Companys common
stock, shares of the Companys restricted stock and, at the
Companys election, shares of the Companys restricted
stock or the Companys restricted stock units,
respectively. Since the date of acquisition, certain of these
equity awards have vested on an accelerated basis.
The Paxar operations are included in the Companys Retail
Information Services segment. The combination of the Paxar
business into the Retail Information Services segment increases
the Companys presence in the retail information and brand
identification market, combines complementary strengths and
broadens the range of the Companys product and service
capabilities, improves the Companys ability to meet
customer demands for product innovation and improved quality of
service, and facilitates expansion into new product and
geographic segments. The integration of the acquisition into the
Companys operations has resulted in significant cost
synergies.
Employee-related
Items
New employment agreements for certain key executives retained by
the Company provided for approximately $8 million to be
accrued over their requisite service periods, of which
$5 million was recorded during 2007 and $2.8 million
was recorded during 2008 in the Consolidated Statement of
Operations.
Pro Forma Results
of Operations
The following table represents the unaudited pro forma results
of operations for the Company as though the acquisition of Paxar
had occurred at the beginning of 2007. The pro forma results
include estimated interest expense associated with commercial
paper borrowings to fund the acquisition; amortization of
intangible assets that have been acquired; adjustment to income
tax provision using the worldwide combined effective tax rates
of both the Company and Paxar; elimination of intercompany sales
and profit in inventory; fair value adjustments to inventory;
and additional depreciation resulting from fair value amounts
allocated to real and personal property over the estimated
useful lives. The pro forma results of operations have been
prepared based on the allocation of the purchase price. This pro
forma information is for comparison purposes only, and is not
necessarily indicative of the results that would have occurred
had the acquisition been completed at the beginning of 2007, nor
is it necessarily indicative of future results.
(In millions, except per share amounts) | 2007 | (1) | ||||
Net sales
|
$ | 6,722.3 | ||||
Net income
|
278.4 | |||||
Net income per common share
|
2.84 | |||||
Net income per common share, assuming dilution
|
2.81 | |||||
(1) | The pro forma results of operations for fiscal year 2007 include the Companys restructuring costs and other charges discussed in Note 12, Segment Information. |
Prior to the acquisition, the Company sold certain roll
materials products to Paxar. The Companys net sales to
Paxar prior to the acquisition were approximately
$8 million during 2007.
Other
Acquisitions
On April 1, 2008, the Company acquired DM Label Group
(DM Label). DM Label operations are included in the
Companys Retail Information Services segment.
NOTE 3. | GOODWILL AND OTHER INTANGIBLES RESULTING FROM BUSINESS ACQUISITIONS |
In connection with the preparation of the Companys first
quarter financial statements, the Company determined that there
was a need to initiate an interim impairment test of goodwill
and indefinite-lived intangible assets goodwill
impairment. The factors considered included both a
sustained decline in the Companys stock price and a
decline in the Companys 2009 revenue projections for the
retail information services reporting unit, following lower than
expected revenues in March 2009, which continued in April 2009.
The peak season for the retail information services reporting
unit has traditionally been March through the end of the second
quarter.
The Companys interim impairment analysis indicated that
the fair value of each of the Companys reporting units
exceeded its carrying value, except for the Companys
retail information services reporting unit, which had a fair
value less than its carrying value. In evaluating the fair value
of the retail information services reporting unit, the Company
assumed further declines in revenue for 2009 from 2008,
reflecting continued and further weakness in the retail apparel
market. The Company then assumed that revenues by 2012 would
increase to levels comparable with 2007 (including estimated
sales for Paxar and DM Label, adjusted for foreign currency
translation). The Company also assumed a discount rate of 14.5%
reflecting the increased uncertainty of global economic
conditions in the first three months of 2009.
In the first quarter of 2009, the Company recorded non-cash
impairment charges of $832 million for the retail
information services reporting unit, of which $820 million
is related to goodwill and $12 million is related to
indefinite-lived intangible assets. The Company completed its
interim goodwill impairment test in the second quarter of 2009,
with no additional impairment charge recorded thereafter.
Results from the Companys annual impairment test in the
fourth quarter of 2009 indicated that no impairment had occurred.
The primary factors contributing to the $832 million of
non-cash impairment charges relative to the Companys
goodwill impairment test in the fourth quarter of 2008 were the
assumed increase in the discount rate, the reduced assumptions
for revenue growth through 2013, and the associated cash flow
impact from these reduced projections. The change
48 Avery Dennison Corporation 2009 Annual Report
in these factors reflected worsening economic projections and
market conditions.
Goodwill
As part of the interim goodwill impairment test completed in the
second quarter of 2009, which is discussed above, the Company
recorded a non-cash impairment charge of $820 million for
the retail information services reporting unit in the first
quarter of 2009, with no additional impairment charge recorded
thereafter. The total amount of goodwill assigned to the retail
information services reporting unit prior to impairment charges
was approximately $1.2 billion.
Changes in the net carrying amount of goodwill from operations
for 2009 and 2008, by reportable segment, are as follows:
Other |
||||||||||||||||||||
Pressure- |
Retail |
Office and |
specialty |
|||||||||||||||||
sensitive |
Information |
Consumer |
converting |
|||||||||||||||||
(In millions) | Materials | Services | Products | businesses | Total | |||||||||||||||
Balance as of December 29, 2007
|
$ | 354.0 | $ | 1,137.7 | $ | 177.6 | $ | 14.0 | $ | 1,683.3 | ||||||||||
Goodwill acquired during the
period(1)
|
| 45.1 | | | 45.1 | |||||||||||||||
Acquisition
adjustments(2)
|
.3 | 10.3 | | | 10.6 | |||||||||||||||
Transfers(3)
|
| 10.4 | | (10.4 | ) | | ||||||||||||||
Translation adjustments
|
(19.9 | ) | 8.1 | (10.4 | ) | (.1 | ) | (22.3 | ) | |||||||||||
Balance as of December 27, 2008
|
$ | 334.4 | $ | 1,211.6 | $ | 167.2 | $ | 3.5 | $ | 1,716.7 | ||||||||||
Acquisition
adjustments(4)
|
| 30.9 | | | 30.9 | |||||||||||||||
Goodwill impairment charges
|
| (820.0 | ) | | | (820.0 | ) | |||||||||||||
Translation adjustments
|
17.0 | .3 | 5.8 | .1 | 23.2 | |||||||||||||||
Balance as of January 2, 2010
|
$ | 351.4 | $ | 422.8 | $ | 173.0 | $ | 3.6 | $ | 950.8 | ||||||||||
Goodwill Summary:
|
||||||||||||||||||||
Goodwill
|
$ | 351.4 | $ | 1,242.8 | $ | 173.0 | $ | 3.6 | $ | 1,770.8 | ||||||||||
Accumulated impairment losses
|
| (820.0 | ) | | | (820.0 | ) | |||||||||||||
Balance as of January 2, 2010
|
$ | 351.4 | $ | 422.8 | $ | 173.0 | $ | 3.6 | $ | 950.8 | ||||||||||
(1) | Goodwill acquired during the period related to the DM Label acquisition in April 2008. | |
(2) | Acquisition adjustments in 2008 consisted of opening balance sheet adjustments associated with the Paxar acquisition in June 2007. | |
(3) | Related to the transfer of a business from other specialty converting businesses to Retail Information Services to align with a change in the Companys internal reporting structure. | |
(4) | Acquisition adjustments in 2009 consisted of opening balance sheet adjustments associated with the DM Label acquisition in April 2008 of $32.6 and other acquisition adjustments of $(1.7). |
Indefinite-Lived
Intangible Assets
In connection with the acquisition of Paxar, the Company
acquired approximately $30 million of indefinite-lived
intangible assets, consisting of certain trade names and
trademarks, which are not subject to amortization because they
have an indefinite useful life. As part of the interim goodwill
impairment test completed in the second quarter of 2009, which
is discussed above, the Company recorded non-cash impairment
charge of $12 million related to these indefinite-lived
intangible assets in the first quarter of 2009, with no
additional impairment charge recorded thereafter. The carrying
value of these indefinite-lived intangible assets was
$17.9 million and $29.5 million at January 2,
2010 and December 27, 2008, respectively, which included
$.1 million and $.5 million of negative currency
impact, respectively.
Finite-Lived
Intangible Assets
The following table sets forth the Companys finite-lived
intangible assets resulting from business acquisitions at
January 2, 2010 and December 27, 2008, which continue
to be amortized:
2009 | 2008 | |||||||||||||||||||||||
Gross |
Net |
Gross |
Net |
|||||||||||||||||||||
Carrying |
Accumulated |
Carrying |
Carrying |
Accumulated |
Carrying |
|||||||||||||||||||
(In millions) | Amount | Amortization | Amount | Amount | Amortization | Amount | ||||||||||||||||||
Customer relationships
|
$ | 295.0 | $ | 94.8 | $ | 200.2 | $ | 295.9 | $ | 67.4 | $ | 228.5 | ||||||||||||
Patents and other acquired technology
|
53.6 | 23.5 | 30.1 | 53.6 | 18.8 | 34.8 | ||||||||||||||||||
Trade names and
trademarks(1)
|
47.0 | 39.8 | 7.2 | 45.1 | 38.1 | 7.0 | ||||||||||||||||||
Other intangibles
|
13.9 | 7.1 | 6.8 | 8.8 | 5.0 | 3.8 | ||||||||||||||||||
Total
|
$ | 409.5 | $ | 165.2 | $ | 244.3 | $ | 403.4 | $ | 129.3 | $ | 274.1 | ||||||||||||
(1) | Includes a reclassification from Other assets of approximately $1 during fiscal year 2009. |
We identify your world 49
Notes to
Consolidated Financial
Statements
(continued)
Amortization expense on finite-lived intangible assets resulting
from business acquisitions was $33.5 million for 2009,
$32.8 million for 2008, and $19.9 million for 2007.
The estimated amortization expense for finite-lived intangible
assets resulting from completed business acquisitions for each
of the next five fiscal years is expected to be approximately
$33 million in 2010, $33 million in 2011,
$33 million in 2012, $31 million in 2013, and
$28 million in 2014.
The weighted-average amortization periods from the date of
acquisition for finite-lived intangible assets resulting from
business acquisitions are fourteen years for customer
relationships, thirteen years for patents and other acquired
technology, eleven years for trade names and trademarks, seven
years for other intangibles and thirteen years in total. As of
January 2, 2010, the weighted-average remaining useful life
of acquired finite-lived intangible assets are nine years for
customer relationships, seven years for patents and other
acquired technology, five years for trade names and trademarks,
four years for other intangibles and eight years in total.
NOTE 4. | DEBT |
At January 2, 2010, short-term variable rate borrowings
were $415 million (weighted-average interest rate of 0.2%)
and were from commercial paper issuance. At December 27,
2008, short-term variable rate borrowings were $558 million
at December 27, 2008 (weighted-average interest rate of
0.9%), and were from a mix of commercial paper issuance and the
revolving credit agreement.
The Company had $60.1 million (weighted-average interest
rate of 12.8%) and $106.4 million (weighted-average
interest rate of 6.9%) of borrowings outstanding under foreign
short-term lines of credit at January 2, 2010 and
December 27, 2008, respectively. Included in the balance at
December 27, 2008 was $42.2 million of debt
outstanding under an agreement for a
364-day
revolving credit facility in which a foreign bank provides the
Company up to Euro 30 million ($42.2 million) in
borrowings through March 5, 2009.
Uncommitted lines of credit were approximately $357 million
at January 2, 2010. The Companys uncommitted lines of
credit have no commitment expiration date, and may be cancelled
at any time by the Company or the banks.
Available short-term financing arrangements totaled
approximately $882 million at January 2, 2010.
Commitment fees related to the Companys committed lines of
credit in 2009, 2008, and 2007 were $2.3 million,
$.8 million, and $1 million, respectively.
Long-term debt and its respective weighted-average interest
rates at January 2, 2010 consisted of the following:
(In millions) | 2009 | 2008 | ||||||
Medium-term notes:
|
||||||||
Series 1995 at 7.5% due 2015 through 2025
|
$ | 50.0 | $ | 50.0 | ||||
Long-term notes:
|
||||||||
Senior notes due 2013 at 4.9%
|
250.0 | 250.0 | ||||||
Senior notes due 2033 at 6.0%
|
150.0 | 150.0 | ||||||
Bank term loan due 2011 at a floating rate of 2.7%
|
340.0 | 400.0 | ||||||
Senior notes due 2017 at 6.6%
|
249.0 | 249.0 | ||||||
Senior notes due 2020 at 7.9%
|
109.4 | 440.0 | ||||||
Other long-term borrowings
|
.8 | 6.3 | ||||||
Less: Amount classified as current
|
(60.5 | ) | (.5 | ) | ||||
Total Long-term debt
|
$ | 1,088.7 | $ | 1,544.8 | ||||
The Companys medium-term notes have maturities from 2015
through 2025 and accrue interest at fixed rates.
Maturities of long-term debt during the years 2010 through 2014
are $60.5 million (classified as current),
$280.2 million, $0 million, $250 million and
$0 million, respectively, with $558.5 million maturing
in 2015 and thereafter.
On March 10, 2009, the Company completed an exchange of
approximately 6.6 million units (or 75.15%) of its HiMEDS
units, stated amount $50.00 per unit (the HiMEDS
units), in the form of Corporate HiMEDS units (the
Corporate HiMEDS units), comprised of (i) a
purchase contract obligating the holder to purchase from the
Company its common stock shares, par value $1.00 per share (the
common stock), and (ii) a
1/20
or 5.0% undivided beneficial interest in a $1,000 aggregate
principal amount 5.350% senior note due November 15,
2020 (the HiMEDS senior notes), for
0.9756 shares of common stock and $6.50 in cash (which
included the accrued and unpaid contract adjustment payments
with respect to the purchase contracts and the accrued and
unpaid interest with respect to the HiMEDS senior notes) for
each Corporate HiMEDS unit. The Company issued approximately
6.5 million shares of its common stock and paid
approximately $43 million in cash for the exchanged HiMEDS
units with a carrying value of approximately $331 million.
As a result of this exchange, the Company recorded a debt
extinguishment loss of approximately $21 million (included
in Other expense, net in the Consolidated Statement
of Operations) in the first quarter of 2009, which included a
write-off of $9.6 million related to unamortized debt
issuance costs. These HiMEDS units were originally issued under
a shelf registration statement filed with the Securities and
Exchange Commission in the fourth quarter of 2007. The net
proceeds from the offering were approximately $427 million,
which were used to reduce commercial paper borrowings initially
used to finance the Paxar acquisition. As of January 2,
2010, approximately two million HiMEDS units with a carrying
value of approximately $109 million remained outstanding.
The purchase contracts related to these units obligate the
holders to purchase from the Company a certain number of common
shares in November 2010 (depending on the stock price at the
time).
On January 23, 2009, the Company entered into an amendment
to a credit agreement for a $1 billion revolving credit
facility (the Revolver) with certain domestic and
foreign banks, maturing August 10, 2012. The amendment
increases the Companys flexibility for a specified period
of time under the financial covenants to which the Revolver is
subject and excludes certain restructuring charges from the
calculation of the financial ratios under those covenants. The
amendment increases the annual interest rate of the Revolver to
the annual rate of, at the Companys option, either
(i) between LIBOR plus 1.8% and LIBOR plus 3.5%, depending
on the Companys debt ratings by either
Standard & Poors Rating Service
(S&P) or Moodys Investor Service
(Moodys), or (ii) the higher of
(A) the federal funds rate plus 0.50% or (B) the prime
rate, plus between 0.8% and 2.5%, depending on the
Companys debt ratings by either S&P or Moodys.
The amendment also provides for an increase in the facility fee
payable under the Revolver to the annual rate of between 0.2%
and 0.5%, depending on the Companys debt ratings by either
S&P or Moodys. The Company previously amended the
Revolver in August 2007, whereby commitments were increased from
$525 million to $1 billion
50 Avery Dennison Corporation 2009 Annual Report
and the maturity date was extended from July 2009 to August
2012. Financing available under the agreement was used as a
commercial paper
back-up
facility and to finance other corporate requirements.
On January 23, 2009, a wholly-owned subsidiary of the
Company entered into an amendment to a credit agreement for a
$400 million term loan credit facility (Credit
Facility) with certain domestic and foreign banks,
maturing February 8, 2011. The subsidiarys payment
and performance under the agreement are guaranteed by the
Company. Financing available under the agreement was permitted
to be used for working capital and other general corporate
purposes. The Company used the term loan credit facility to
reduce commercial paper borrowings previously issued to fund the
acquisition of Paxar. The amendment increases the Companys
flexibility for a specified period of time under the financial
covenants to which the Credit Facility is subject and excludes
certain restructuring charges from the calculation of the
financial ratios under those covenants. The amendment also
increases the annual interest rate of the Credit Facility to the
annual rate of, at the subsidiarys option, either
(i) between LIBOR plus 2.0% and LIBOR plus 4.0%, depending
on the Companys debt ratings by either S&P or
Moodys, or (ii) the higher of (A) the federal
funds rate plus 0.50% or (B) the prime rate, plus between
1.0% and 3.0%, depending on the Companys debt ratings by
either S&P or Moodys. The amendment requires the
partial repayment of the loans under the Credit Facility in
$15 million quarterly installments beginning April 2009
through December 2010, and $280 million payable upon
maturity.
The financial covenant ratios permitted under the
above-mentioned amendments are as follows:
Fourth |
||||||||||||||||||||||||||||||||
First |
Second |
Third |
Fourth |
First |
Second |
Third |
Quarter |
|||||||||||||||||||||||||
Quarter |
Quarter |
Quarter |
Quarter |
Quarter |
Quarter |
Quarter |
2010 and |
|||||||||||||||||||||||||
2009 | 2009 | 2009 | 2009 | 2010 | 2010 | 2010 | thereafter | |||||||||||||||||||||||||
Interest Coverage Ratio (Minimum)
|
2.50 | 2.25 | 2.10 | 2.25 | 2.60 | 3.00 | 3.25 | 3.50 | ||||||||||||||||||||||||
Leverage Ratio (Maximum)
|
4.00 | 4.25 | 4.25 | 4.00 | 3.75 | 3.50 | 3.50 | 3.50 | ||||||||||||||||||||||||
As of January 2, 2010, the Company was in compliance with
its financial covenants. The non-cash goodwill and
indefinite-lived intangible asset impairment charges recognized
in the first quarter of 2009 had no adverse impact on the
Companys financial covenants. Refer to Note 3,
Goodwill and Other Intangibles Resulting from Business
Acquisitions, for information regarding the impairments.
In February 2008, the Company terminated its bridge revolving
credit agreement, dated June 13, 2007, with five domestic
and foreign banks.
In the fourth quarter of 2007, the Company filed a shelf
registration statement with the SEC to permit the issuance of
debt and equity securities. Proceeds from the shelf offering may
be used for general corporate purposes, including repaying,
redeeming or repurchasing existing debt, and for working
capital, capital expenditures and acquisitions. This shelf
registration replaced the shelf registration statement filed in
2004.
In September 2007, a subsidiary of the Company issued
$250 million
10-year
senior notes (guaranteed by the Company) bearing interest at a
rate of 6.625% per year, due October 2017. The net proceeds from
the offering were approximately $247 million and were used
to pay down current long-term debt maturities of
$150 million and reduce commercial paper borrowings of
$97 million initially used to finance the Paxar acquisition.
The Companys total interest costs in 2009, 2008 and 2007
were $89.5 million, $122.1 million and
$111.1 million, respectively, of which $4.2 million,
$6.2 million and $5.9 million, respectively, were
capitalized as part of the cost of assets.
The fair value of the Companys debt is estimated based on
the discounted amount of future cash flows using the current
rates offered to the Company for debt of the same remaining
maturities. The fair value of the Companys total debt,
including short-term borrowings, was $1.60 billion at
January 2, 2010 and $1.94 billion at December 27,
2008. Fair value amounts were determined primarily based on
Level 2 inputs. Refer to Note 1, Summary of
Significant Accounting Policies.
The Company had standby letters of credit outstanding of
$52.5 million at January 2, 2010. The aggregate
contract amount of outstanding standby letters of credit
approximated fair value.
NOTE 5. FINANCIAL
INSTRUMENTS
As of January 2, 2010, the U.S. dollar equivalent
notional values of the Companys outstanding commodity
contracts and foreign exchange contracts were approximately
$17 million and $1.1 billion, respectively.
The Company recognizes all derivative instruments as either
assets or liabilities at fair value in the statement of
financial position. The Company designates commodity forward
contracts on forecasted purchases of commodities and foreign
currency contracts on forecasted transactions as cash flow
hedges and foreign currency contracts on existing balance sheet
items as fair value hedges.
The following table provides the balances and locations of
derivatives as of January 2, 2010:
Asset | Liability | |||||||||||
(In millions) | Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | ||||||||
Foreign exchange contracts
|
Other current assets | $ | 5.0 | Other current liabilities | $ | 6.5 | ||||||
Commodity contracts
|
Other current assets | .5 | Other current liabilities | 3.5 | ||||||||
$ | 5.5 | $ | 10.0 | |||||||||
Fair Value
Hedges
For derivative instruments that are designated and qualify as a
fair value hedge, the gain or loss on the derivative, as well as
the offsetting loss or gain on the hedged item attributable to
the hedged risk, are recognized in current earnings, resulting
in no net material impact to income.
We identify your world 51
Notes to
Consolidated Financial
Statements
(continued)
The following table provides the components of the gain (loss)
recognized in income related to fair value hedging contracts.
The corresponding gains or losses on the underlying hedged items
approximated the net gain on these fair value hedging contracts.
(In millions) | Location of Gain (Loss) in Income | 2009 | ||||
Foreign exchange contracts
|
Cost of products sold | $ | (2.8 | ) | ||
Foreign exchange contracts
|
Marketing, general and administrative expense | 15.3 | ||||
$ | 12.5 | |||||
Cash Flow
Hedges
For derivative instruments that are designated and qualify as a
cash flow hedge, the effective portion of the gain or loss on
the derivative is reported as a component of other comprehensive
income (loss) and reclassified into earnings in the same period
or periods during which the hedged transaction affects earnings.
Gains and losses on the derivative representing either hedge
ineffectiveness or hedge components excluded from the assessment
of effectiveness are recognized in current earnings.
The following table provides the components of the gain (loss)
recognized in accumulated other comprehensive loss on
derivatives (effective portion) related to cash flow hedging
contracts during 2009:
(In millions) | 2009 | |||
Foreign exchange contracts
|
$ | (7.7 | ) | |
Commodity contracts
|
(2.7 | ) | ||
$ | (10.4 | ) | ||
The following table provides the components of the gain (loss)
reclassified from accumulated other comprehensive loss
(effective portion) related to cash flow hedging contracts:
(In millions) | Location of Gain (Loss) in Income | 2009 | ||||
Interest rate contracts
|
Interest expense | $ | (6.9 | ) | ||
Foreign exchange contracts
|
Cost of products sold | (2.5 | ) | |||
Commodity contracts
|
Cost of products sold | (5.8 | ) | |||
$ | (15.2 | ) | ||||
The amount of gain or loss recognized in income related to the
ineffective portion of, and the amounts excluded from,
effectiveness testing for cash flow hedges and derivatives not
designated as hedging instruments were not significant in 2009.
The aggregate reclassification from other comprehensive income
to earnings for settlement or ineffectiveness of hedge activity
was a net gain of $2.9 million and a net loss of
$10.5 million during 2008 and 2007, respectively. The
effect of the settlement of currency hedges included in this
reclassification is offset by the currency impact of the
underlying hedged activity. A net loss of approximately
$6 million is expected to be reclassified from other
comprehensive income to earnings within the next 12 months.
In 2007, the Company entered into certain interest rate option
contracts to hedge its exposure related to interest rate
increases in connection with anticipated long-term debt
issuances. Such debt issuances were intended to replace
short-term borrowings initially used to finance the Paxar
acquisition, as well as pay down current long-term debt
maturities. In connection with these transactions, the Company
paid $11.5 million as option premiums, of which
$4.8 million was recognized as a cash flow hedge loss in
the Consolidated Statement of Operations in 2007, and
$6.7 million is being amortized over the life of the
related forecasted hedged transactions.
The counterparties to foreign exchange and natural gas forward,
option and swap contracts consist primarily of major
international financial institutions. The Company centrally
monitors its positions and the financial strength of its
counterparties. Therefore, although the Company may be exposed
to losses in the event of nonperformance by these
counterparties, it does not anticipate such losses. During 2009,
the Company did not experience any such losses.
NOTE 6. | PENSION AND OTHER POSTRETIREMENT BENEFITS |
Defined Benefit
Plans
The Company sponsors a number of defined benefit plans covering
eligible U.S. employees and employees in certain other
countries. It is the Companys policy to make contributions
that are sufficient to meet the minimum funding requirements of
applicable laws and regulations, plus additional amounts, if
any, that management determines to be appropriate, to these
plans. Benefits payable to employees are based primarily on
years of service and employees pay during their employment
with the Company. Certain benefits provided by one of the
Companys U.S. defined benefit plans may be paid, in
part, from an employee stock ownership plan. While the Company
has not expressed any intent to terminate these plans, the
Company may do so at any time.
The Companys U.S. defined benefit pension plans and
early retiree medical plan were closed to employees hired after
December 31, 2008. Employees who participated in these
plans before December 31, 2008 continued to participate and
accrue pension benefits after satisfying the eligibility
requirements of these plans. In connection with these closures,
the Avery Dennison Corporation Employee Savings Plan
(Savings Plan a 401(k) savings plan
covering its U.S. employees) increased the Companys
maximum matching contribution. This enhancement is only
available to employees who are not eligible to participate in
the Companys defined benefit pension plans and early
retiree medical plan.
Plan
Assets
Assets of the Companys U.S. defined benefit pension
plans are invested in a diversified portfolio that consists
primarily of equity and fixed income securities. Furthermore,
equity investments are diversified across U.S. and
non-U.S. stocks,
including growth, value, and both small and large capitalization
stocks. The Companys target plan asset investment
allocation in the U.S. is 75% in equity securities and 25%
in fixed income securities and cash, subject to periodic
fluctuations in these respective asset classes. The investment
objective of the plans are to maximize the total rate of return
(income and appreciation) within the limits of prudent
risk-taking and Section 404 of ERISA. The plans are
diversified across asset classes, striving to achieve an optimal
balance between risk and return and between income and capital
appreciation. Because many of the pension liabilities are
long-term, the investment horizon is also long term, but the
investment plan must also ensure adequate near-term liquidity to
meet benefit payments.
Assets of the Companys international plans are invested in
accordance with local accepted practice and include equity
securities, fixed income securities, insurance contracts, real
estate and cash. Asset
52 Avery Dennison Corporation 2009 Annual Report
allocations and investments vary by country and plan. The
Companys target plan asset investment allocation for its
international plans combined is 49% in equity securities, 38% in
fixed income securities and cash, and 13% in insurance contracts
and real estate funds, subject to periodic fluctuations in these
respective asset classes.
The weighted-average asset allocations for the Companys
defined benefit pension plans at end of year 2009 and 2008, by
asset category, are as follows:
2009 | 2008 | |||||||||||||||
U.S. | Intl | U.S. | Intl | |||||||||||||
Equity securities
|
71 | % | 42 | % | 60 | % | 43 | % | ||||||||
Fixed income securities and cash
|
29 | 47 | 40 | 49 | ||||||||||||
Insurance contracts and real estate funds
|
| 11 | | 8 | ||||||||||||
Total
|
100 | % | 100 | % | 100 | % | 100 | % | ||||||||
Fair Value
Measurements
The following is a description of the valuation methodologies
used for assets measured at fair value at year end 2009:
o | Cash is valued at nominal value. | |
o | Money market funds are valued at a net asset value (NAV). | |
o | Mutual funds are valued at fair value as determined by quoted market prices, based upon the NAV of shares held by the plans at year end. | |
o | Commingled/pooled funds are comprised of shares or units in commingled funds that are not publically traded and are valued at net unit value, as determined by the funds trustees based on the underlying securities in the trust. Real estate commingled/pooled funds are funds with a direct investment in a pool of real estate properties and are valued based on valuation of the underlying investments, which include inputs such as cost, discounted future cash flows, independent appraisals and market-based comparable data. | |
o | Common stock is valued at the closing price reported on the active market on which the individual securities are traded. | |
o | Real estate investment trusts are valued based on quoted prices in active markets. | |
o | Bonds and debentures consist primarily of government bonds, corporate bonds, and financial debentures. Government bonds are issued directly by government-sponsored enterprises. Corporate bonds and financial debentures consist of fixed income securities issued by corporations and financial institutions. These assets are valued at average price provided by independent pricing companies. | |
o | Insurance contracts are valued at book value, which approximates fair value, and is calculated using the prior year balance plus or minus investment returns and changes in cash flows. | |
o | Multi-asset common trust funds are invested in equity securities, fixed income securities, cash, and real estate funds. Multi-asset common trust funds are valued at the net asset value per share multiplied by the number of shares held as of the measurement date. |
The methods described above may produce a fair value calculation
that may not be indicative of net realizable value or reflective
of future fair values. Furthermore, while the plans believe its
valuation methods are appropriate and consistent with other
market participants, the use of different methodologies or
assumptions to determine the fair value of certain financial
instruments could result in a different fair value measurement
at the reporting date.
The following table sets forth, by level within the fair value
hierarchy, the U.S. plans assets at fair value as of
year end 2009:
Fair Value Measurements Using | ||||||||||||||||
Quoted |
Significant |
Significant |
||||||||||||||
Prices in |
Other |
Other |
||||||||||||||
Active |
Observable |
Unobservable |
||||||||||||||
Markets |
Inputs |
Inputs |
||||||||||||||
(In millions) | Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
Assets:
|
||||||||||||||||
Cash
|
$ | .3 | $ | .3 | $ | | $ | | ||||||||
Fixed income securities
|
||||||||||||||||
Money market funds
|
40.5 | | 40.5 | | ||||||||||||
Commingled/pooled funds
|
97.8 | | 97.8 | | ||||||||||||
Total fixed income securities
|
138.3 | | 138.3 | | ||||||||||||
Equity securities
|
||||||||||||||||
Common stock
|
174.9 | 174.9 | | | ||||||||||||
Mutual funds
|
15.2 | 15.2 | | | ||||||||||||
Commingled/pooled funds
|
137.3 | | 137.3 | | ||||||||||||
Total equity securities
|
327.4 | 190.1 | 137.3 | | ||||||||||||
Real estate investment trusts
|
1.9 | 1.9 | | | ||||||||||||
Total U.S. plan assets at fair value
|
$ | 467.9 | $ | 192.3 | $ | 275.6 | $ | | ||||||||
Other
assets(1)
|
(.2 | ) | ||||||||||||||
Total U.S. plan assets
|
$ | 467.7 | ||||||||||||||
(1) | Includes accrued receivables and pending broker settlements at year end 2009. |
We identify your world 53
Notes to
Consolidated Financial
Statements
(continued)
The following table sets forth, by level within the fair value
hierarchy, the international plans assets at fair value as
of year end 2009:
Fair Value Measurements Using | ||||||||||||||||
Quoted |
Significant |
Significant |
||||||||||||||
Prices in |
Other |
Other |
||||||||||||||
Active |
Observable |
Unobservable |
||||||||||||||
Markets |
Inputs |
Inputs |
||||||||||||||
(In millions) | Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
Assets:
|
||||||||||||||||
Cash
|
$ | 4.7 | $ | 4.7 | $ | | $ | | ||||||||
Fixed income securities
|
||||||||||||||||
Mutual funds
|
.2 | .2 | | | ||||||||||||
Bonds and debentures
|
1.0 | | 1.0 | | ||||||||||||
Commingled/pooled funds
|
179.8 | | 179.8 | | ||||||||||||
Total fixed income securities
|
181.0 | .2 | 180.8 | | ||||||||||||
Equity commingled/pooled funds
|
163.9 | | 163.9 | | ||||||||||||
Insurance contracts
|
26.9 | | | 26.9 | ||||||||||||
Real estate commingled/pooled funds
|
18.2 | | 18.2 | | ||||||||||||
Multi-asset common trust funds
|
7.0 | | 7.0 | | ||||||||||||
Total international plan assets at fair value
|
$ | 401.7 | $ | 4.9 | $ | 369.9 | $ | 26.9 | ||||||||
Other
assets(1)
|
.4 | |||||||||||||||
Total international plan assets
|
$ | 402.1 | ||||||||||||||
(1) | Includes accrued receivables and pending broker settlements at year end 2009. |
The following table presents a reconciliation of Level 3
assets held during the year ended January 2, 2010:
Level 3 assets | ||||
Insurance |
||||
(In millions) | Contracts | |||
Beginning balance at December 27, 2008
|
$ | 23.0 | ||
Net realized and unrealized gain (loss)
|
.9 | |||
Net purchases, issuances and settlements
|
1.8 | |||
Net transfers in (out) of Level 3
|
| |||
Impact of changes in foreign currency exchange rates
|
1.2 | |||
Ending balance at January 2, 2010
|
$ | 26.9 | ||
Postretirement
Health Benefits
The Company provides postretirement health benefits to certain
U.S. retired employees up to the age of 65 under a
cost-sharing arrangement, and provides supplemental Medicare
benefits to certain U.S. retirees over the age of 65. The
Companys policy is to fund the cost of the postretirement
benefits on a cash basis. While the Company has not expressed
any intent to terminate postretirement health benefits, the
Company may do so at any time.
Plan
Assumptions
Discount
Rate
The Company, in consultation with its actuaries, annually
reviews and determines the discount rates to be used in
connection with its postretirement obligations. The assumed
discount rate for each pension plan reflects market rates for
high quality corporate bonds currently available. In the U.S.,
the Companys discount rate was determined by evaluating
several yield curves consisting of large populations of high
quality corporate bonds. The projected pension benefit payment
streams were then matched with the bond portfolios to determine
a rate that reflected the liability duration unique to the
Companys plans.
Long-term Return
on Assets
The Company determines the long-term rate of return assumption
for plan assets by reviewing the historical and expected returns
of both the equity and fixed income markets, taking into
consideration that assets with higher volatility typically
generate a greater return over the long run. Additionally,
current market conditions, such as interest rates, are evaluated
and peer data is reviewed to check for reasonability and
appropriateness.
Healthcare Cost
Trend Rate
For measurement purposes, a 9% annual rate of increase in the
per capita cost of covered health care benefits was assumed for
2010. This rate is expected to decrease to approximately 5% by
2014.
A one-percentage-point change in assumed health care cost trend
rates would have the following effects:
One-percentage-point |
One-percentage-point |
|||||||
(In millions) | increase | decrease | ||||||
Effect on total of service and interest cost components
|
$ | .30 | $ | (.27 | ) | |||
Effect on postretirement benefit obligation
|
2.47 | (2.21 | ) | |||||
54 Avery Dennison Corporation 2009 Annual Report
Plan Balance
Sheet Reconciliations
The following provides a reconciliation of benefit obligations,
plan assets, funded status of the plans and accumulated other
comprehensive income:
Plan Benefit
Obligations
U.S. Postretirement |
||||||||||||||||||||||||
Pension Benefits | Health Benefits | |||||||||||||||||||||||
2009 | 2008 |
2009 |
2008 |
|||||||||||||||||||||
(In millions) | U.S. | Intl | U.S. | Intl | ||||||||||||||||||||
Change in projected benefit obligation:
|
||||||||||||||||||||||||
Projected benefit obligation at beginning of year
|
$ | 611.9 | $ | 449.9 | $ | 581.7 | $ | 515.7 | $ | 31.8 | $ | 29.7 | ||||||||||||
Service cost
|
18.9 | 11.8 | 19.5 | 14.1 | 1.0 | 1.0 | ||||||||||||||||||
Interest cost
|
38.8 | 25.8 | 36.1 | 28.1 | 1.9 | 1.8 | ||||||||||||||||||
Participant contribution
|
| 4.3 | | 4.0 | 1.8 | 1.9 | ||||||||||||||||||
Amendments
|
| (.3 | ) | | .8 | | | |||||||||||||||||
Actuarial loss (gain)
|
63.2 | (25.0 | ) | 8.1 | (45.7 | ) | 5.3 | 2.4 | ||||||||||||||||
Plan
transfer(1)
|
2.0 | | 1.9 | | | | ||||||||||||||||||
Benefits paid
|
(41.2 | ) | (20.1 | ) | (35.4 | ) | (18.7 | ) | (4.8 | ) | (5.0 | ) | ||||||||||||
Net transfer
in(2)
|
| .3 | | 6.5 | | | ||||||||||||||||||
Pension curtailment
|
| | | (.2 | ) | | | |||||||||||||||||
Pension settlements
|
| (.8 | ) | | (.8 | ) | | | ||||||||||||||||
Foreign currency translation
|
| 19.9 | | (53.9 | ) | | | |||||||||||||||||
Projected benefit obligation at end of year
|
$ | 693.6 | $ | 465.8 | $ | 611.9 | $ | 449.9 | $ | 37.0 | $ | 31.8 | ||||||||||||
Accumulated benefit obligation at end of year
|
$ | 658.0 | $ | 439.2 | $ | 586.8 | $ | 417.7 | ||||||||||||||||
(1) | Plan transfer represents transfer from the Companys savings plan. | |
(2) | Net transfer in represents certain retirement plans assumed from DM Label in 2008. |
Plan
Assets
U.S. Postretirement |
|||||||||||||||||||||||||
Pension Benefits | Health Benefits | ||||||||||||||||||||||||
2009 | 2008 |
2009 |
2008 |
||||||||||||||||||||||
(In millions) | U.S. | Intl | U.S. | Intl | |||||||||||||||||||||
Change in plan assets:
|
|||||||||||||||||||||||||
Fair value of plan assets at beginning of year
|
$ | 386.6 | $ | 325.0 | $ | 601.1 | $ | 461.6 | $ | | $ | | |||||||||||||
Actual return on plan assets
|
86.7 | 60.8 | (184.5 | ) | (100.5 | ) | | | |||||||||||||||||
Plan
transfer(1)
|
2.0 | | 1.9 | | | | |||||||||||||||||||
Employer contribution
|
33.5 | 16.5 | 3.5 | 16.6 | 3.0 | 3.1 | |||||||||||||||||||
Participant contribution
|
| 4.3 | | 4.0 | 1.8 | 1.9 | |||||||||||||||||||
Benefits paid
|
(41.1 | ) | (20.1 | ) | (35.4 | ) | (18.7 | ) | (4.8 | ) | (5.0 | ) | |||||||||||||
Net transfer
in(2)
|
| | | (.3 | ) | | | ||||||||||||||||||
Pension settlements
|
| (.8 | ) | | (.8 | ) | | | |||||||||||||||||
Adjustment(3)
|
| .7 | | | | | |||||||||||||||||||
Foreign currency translation
|
| 15.7 | | (36.9 | ) | | | ||||||||||||||||||
Fair value of plan assets at end of year
|
$ | 467.7 | $ | 402.1 | $ | 386.6 | $ | 325.0 | $ | | $ | | |||||||||||||
(1) | Plan transfer represents transfer from the Companys savings plan. | |
(2) | Net transfer in represents valuation of additional pension plans. | |
(3) | Adjustment represents additional plan assets related to a German pension plan. |
We identify your world 55
Notes to
Consolidated Financial
Statements
(continued)
Funded
Status
U.S. Postretirement |
||||||||||||||||||||||||
Pension Benefits | Health Benefits | |||||||||||||||||||||||
2009 | 2008 |
2009 |
2008 |
|||||||||||||||||||||
(In millions) | U.S. | Intl | U.S. | Intl | ||||||||||||||||||||
Funded status of the plans:
|
||||||||||||||||||||||||
Noncurrent assets
|
$ | | $ | 45.7 | $ | | $ | .8 | $ | | $ | | ||||||||||||
Current liabilities
|
(3.1 | ) | (2.4 | ) | (7.7 | ) | (2.4 | ) | (3.0 | ) | (2.7 | ) | ||||||||||||
Noncurrent liabilities
|
(222.8 | ) | (107.0 | ) | (217.6 | ) | (123.3 | ) | (34.0 | ) | (29.1 | ) | ||||||||||||
Plan assets less than benefit obligations
|
$ | (225.9 | ) | $ | (63.7 | ) | $ | (225.3 | ) | $ | (124.9 | ) | $ | (37.0 | ) | $ | (31.8 | ) | ||||||
U.S. Postretirement |
||||||||||||||||||||||||||||||||||||
Pension Benefits | Health Benefits | |||||||||||||||||||||||||||||||||||
2009 | 2008 | 2007 |
2009 |
2008 |
2007 |
|||||||||||||||||||||||||||||||
U.S. | Intl | U.S. | Intl | U.S. | Intl | |||||||||||||||||||||||||||||||
Weighted-average assumptions used for determining year end
obligations:
|
||||||||||||||||||||||||||||||||||||
Discount rate
|
6.00 | % | 5.72 | % | 6.60 | % | 5.74 | % | 6.55 | % | 5.53 | % | 5.50 | % | 6.60 | % | 6.30 | % | ||||||||||||||||||
Rate of increase in future compensation levels
|
3.59 | 2.99 | 3.59 | 2.59 | 3.59 |