Avery Dennison (AVY) 10-K risk factor changes: FY2017 vs FY2016

The [added: risk] factors [removed: and risks discussed] [added: described] below, as well as the matters generally described in this Annual Report on Form 10-K and the documents incorporated herein by reference, could materially adversely affect our business, including our results of operations, cash flows and financial condition, and cause the value of our securities to decline.

Our ability to attain our goals and objectives is dependent on numerous factors and risks, including but not limited to, the [added: primary] ones described [removed: below:][added: below.]

In [removed: 2016,] [added: 2017,] approximately [removed: 75%] [added: 76%] of our sales were from international operations.

Macroeconomic developments such as [removed: continued] slower growth in [removed: China and parts of South America,] [added: certain regions,] the ongoing restructuring efforts relating to European sovereign and other debt obligations, the [added: continuing uncertainty surrounding the exit of the United Kingdom ("UK") from the European Union, the] weakening [added: or strengthening] of local economies in which we [removed: operate] [added: operate,] and uncertainty in the global credit or financial markets leading to the loss of consumer confidence could result in a material adverse effect on our business as a result of, among other things, reduced consumer spending, declines in asset valuations, diminished liquidity and credit availability, volatility in securities prices, credit rating downgrades, and fluctuations in foreign currency exchange [removed: rates, such as the decline in 2016 in the value of the British pound and declines in the value of the euro and Chinese Yuan (renminbi) seen in recent years.][added: rates.]

[removed: These declines could] [added: Fluctuations in currencies, such as the value of the euro and the British pound in 2017, can] result in a variety of negative effects, including lower revenues, increased costs, lower gross margin percentages, increased allowances for doubtful accounts and/or write-offs of accounts receivable, and required recognition of impairments of capitalized assets, including goodwill and other intangibles.

[removed: Due] [added: We continue] to [removed: recent changes in the U.S. government, we] face uncertainty with respect to trade relations between the U.S. and many of its trading partners.

There [removed: is] [added: remains a] significant risk that tariffs or other restrictions could be imposed on products imported from China, Mexico or other countries, or that relations with these [added: countries could]

In addition, business and operational disruptions or delays caused by political, social or economic instability and unrest – such as the ongoing [removed: significant] civil, political and economic disturbances in places like Russia, Ukraine, Syria, Iraq, Iran, [removed: Turkey] [added: Turkey, North Korea] and the related impact on global stability, terrorist attacks and the potential for other hostilities, public health crises or natural disasters in various parts of the world – could contribute to a climate of economic and political uncertainty that in turn could have material adverse effects on our business.

We are at risk that our competitors, which include certain of our [removed: customers and] [added: customers,] distributors, [added: and suppliers,] will expand in our key market segments and implement new technologies, enhancing their competitive position relative to ours.

For example, in 2016, we announced [removed: the loss of] a [removed: specific customer] [added: program loss in] personal care [removed: program] [added: tapes] that had a negative impact on our business during [added: 2016 and 2017 compared to] the [added: prior] year.

_As a manufacturer, our sales and profitability are dependent upon the cost and availability of raw materials and energy, which are subject to price fluctuations, and our ability to control or [removed: pass on] [added: offset] raw material and labor costs.

Our performance depends in part on our ability to [removed: pass on] [added: offset] cost increases for raw materials [removed: to customers] by raising the selling prices for our products and [removed: our ability to improve] [added: improving] productivity.

_Because [added: some of] our products are sold by third parties, our business depends in part on the financial health of these parties._

[removed: Our] [added: Some of our] products are sold not only by us, but also by third-party [removed: distributors as well.][added: distributors.]

We manufacture most of our products, but we also occasionally use third-party manufacturers [removed: for specialty jobs or] [added: to optimize production efficiencies, manage] capacity [removed: overflow.][added: overflow, and produce specialty jobs, particularly in our RBIS segment.]

Outsourcing manufacturing reduces our ability to prevent product quality issues, late deliveries, customer dissatisfaction and noncompliance with customer [removed: requirements for labor standards.][added: requirements.]

[removed: Because of possible] [added: While we have stringent onboarding processes and continuous performance assessments for these outsourced manufacturers, we may experience] quality issues and customer [removed: dissatisfaction, deficiencies in the performance of outsourced manufacturers] [added: dissatisfaction which] could have a material adverse effect on our business.

A substantial portion of our employees and assets are located outside of the U.S. and, for the year ended December [removed: 31, 2016,] [added: 30, 2017,] approximately [removed: 75%] [added: 76%] of our sales were generated from customers located outside of the U.S. International operations and activities involve risks that are different from and potentially greater than the risks we face with respect to our domestic operations, including our less extensive knowledge of and relationships with contractors, suppliers, distributors and customers in certain of these markets; changes in foreign political, regulatory and economic conditions, including nationally, regionally and locally; materially adverse effects of changes in exchange rates for foreign currencies; [removed: challenges with respect to] [added: laws and regulations impacting] the [removed: repatriation of] [added: ability to repatriate] foreign earnings; challenges of complying with a wide variety of foreign laws and regulations, including those relating to sales, [removed: corporate governance,] operations, taxes, employment and legal [removed: proceedings; establishing effective controls and procedures to regulate our international operations and monitor compliance with U.S. laws and regulations such as the Foreign Corrupt Practices Act and similar foreign laws and regulations, including the United Kingdom's Bribery Act of 2010; differences in lending practices; challenges of complying with applicable export and import control laws and regulations; and differences in languages, cultures and time zones.]

In June 2016, the [removed: United Kingdom ("UK")] [added: UK] held a referendum in which voters approved the UK's exit from the European Union (commonly known as "Brexit").

There is also [added: continued] uncertainty as to how Brexit will affect the legal and regulatory environment in the UK and European Union, as well as whether [removed: it may lead] other countries in the European Union [removed: to] [added: may] approve similar measures and cause further uncertainty in the region.

In addition, product liability claims or regulatory actions could materially adversely affect our [removed: financial results] [added: business] or reputation._

[removed: Many of these] [added: These] issues are [added: often] discovered before shipping, causing delays in [added: shipping, delays in the manufacturing process, and occasionally cancelled orders.]

Although we maintain product liability insurance coverage, potential product liability claims are subject to a deductible or [removed: could] [added: may not] be [removed: excluded] [added: covered] under the terms of the policy.

[removed: In 2015,] [added: For example,] we [removed: announced] [added: are in the process of] a multi-year transformation [removed: plan for] [added: of] our [removed: former] RBIS segment focused on accelerating growth through a more regionally driven business model intended to simplify our go-to-market [removed: market] strategy, optimize management efficiencies and consolidate our manufacturing footprint.

For example, in [removed: the fourth quarter of] 2015, we [removed: made the decision to exit] [added: exited] one of our anticipated growth platforms in our [removed: former Vancive] [added: IHM] segment [removed: in order] to refocus our efforts on more profitable strategic alternatives.

If we are unable to successfully expand our business in [added: China or other] emerging markets or achieve the return on capital we expect as a result of our investments in these countries, our financial performance could be materially adversely affected.

In addition to the risks applicable to our international operations, factors that could have a material adverse effect on our operations in these [removed: developing and] emerging markets include the lack of well-established or reliable legal systems and possible disruptions due to unstable political conditions, civil unrest or economic volatility.

These factors could [removed: result in decreased] [added: have a material adverse effect on our business by decreasing] consumer purchasing power, [removed: reduced] [added: reducing] demand for our products or [removed: an impaired] [added: impairing our] ability to achieve our long-term [removed: growth strategy, thereby having a material adverse effect on our business.][added: goals.]

[added: Our research] efforts are directed primarily toward developing new products and operating techniques and improving product performance, often in close association with our customers or end users.

These efforts include patent and product development work relating to printing and coating technologies, as well as adhesive, release and ink [removed: chemistries.][added: chemistries in our LGM and IHM segments.]

Additionally, we focus on research projects related to RFID [added: and external embellishments] in our RBIS segment and medical technologies in our IHM segment, for both of which we hold and license a number of patents.

[removed: These infrastructure investments] [added: Infrastructure investments, which] are long-term in nature, [removed: and it is possible that these investments] may not generate the expected return due to changes in the marketplace, failures to complete implementation, and other factors.

[removed: For example,] [added: We are] in [removed: 2015, we announced] [added: the process of] a multi-year transformation [removed: plan for] [added: of] our [removed: former] RBIS segment focused on accelerating growth through a more regionally driven business model intended to simplify our go-to-market strategy, optimize management efficiencies and consolidate our manufacturing footprint.

With approximately [removed: 75%] [added: 76%] of our sales for the fiscal year ending December [removed: 31, 2016] [added: 30, 2017] arising from foreign sales, we are subject to fluctuations in foreign currencies, such as the [removed: euro,] [added: euro and] the Chinese [removed: yuan] [added: Yuan] (renminbi), [removed: and the British pound] which can cause transaction, translation and other losses, and could negatively impact our sales and profitability.

We monitor our foreign currency exposures and may, from time to time, use hedging instruments to mitigate transactional [added: and translational] exposure to changes in foreign currencies.

Further, hedging activities may only offset a portion, or none at all, of the material adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place and we may incur significant losses from hedging activities due to factors such as demand volatility and [added: foreign] currency fluctuations.

[removed: Additionally,] [added: Continued] concerns regarding the short- and long-term stability of the euro and its ability to serve as a single currency for countries in the Eurozone could lead individual countries to revert, or threaten to revert, to their former local currencies, potentially dislocating the euro.

_We have [added: recently] acquired companies and [removed: may continue] [added: are likely] to acquire other companies.

Acquisitions come with significant risks and uncertainties, including those related to integration, technology and [removed: personnel._][added: employees._]

Effective integration of systems, controls, [removed: objectives, personnel,] [added: employees,] product lines, market segments, customers, suppliers, and production facilities and cost savings can be difficult to [removed: achieve,] [added: achieve] and the results of integration actions are [removed: uncertain, particularly given our geographically dispersed organization.][added: uncertain.]

more broadly deteriorate.

For example, in 2017, we announced targeted price increases in our LGM segment in all regions to address our outlook for raw material inflation, including in China, the U.S. and certain countries in Europe.

To grow existing businesses and expand into new areas, we have made acquisitions and are likely to continue doing so.

In 2017, we completed the following acquisitions for an aggregate of approximately $360 million: Yongle Tape Ltd., a China-based manufacturer of specialty tapes and related products used in a variety of industrial markets; Finesse Medical Ltd., an Ireland-based manufacturer of healthcare products used in the management of wound care and skin conditions; and the net assets of Hanita Coatings Rural Cooperative Association Limited, an Israel-based pressure-sensitive manufacturer of specialty films and laminates, and stock of certain of its subsidiaries.

proceedings; establishing effective controls and procedures to regulate our international operations and monitor compliance with U.S. laws and regulations such as the Foreign Corrupt Practices Act and similar foreign laws and regulations, including the United Kingdom's Bribery Act of 2010; differences in lending practices; challenges with complying with applicable export and import control laws and regulations; and differences in languages, cultures and time zones.

Our business operations may be adversely affected by the current and future political environment in China.

Our ability to operate in China may be adversely affected by changes in Chinese laws and regulations or the interpretation thereof, including those relating to taxation, import and export tariffs, raw materials, environmental regulations, land use rights, property, foreign currency conversion, the regulation of private enterprises and other matters.

In recent years, we expanded our manufacturing facility located in Kunshan, China; moved our RBIS Vietnam business into a new, expanded facility; added a new coater to meet our projected demand for pressure-sensitive tapes in China; and made additional investments in capacity to support growth in our U.S. graphics business, in Asia and Luxembourg, and in RFID and heat transfer technology.

In addition, we added capacity through our recent acquisitions of Mactac Europe, Yongle Tapes, Hanita Coatings and Finesse Medical.

For example, in 2017, we designated our €500 million senior notes as a net investment hedge of our investment in foreign operations to mitigate our foreign currency translation exposure.

_The TCJA may materially adversely affect our financial condition, results of operations and cash flows._

The TCJA has significantly changed the federal income taxation of U.S. corporations by, among other things, reducing the federal corporate income tax rate, limiting interest deductions, permitting certain capital expenditures to be expensed immediately, adopting elements of a modified territorial tax system, imposing a one-time transition tax on a deemed repatriation of all undistributed earnings and profits of certain U.S.-owned foreign corporations ("transition tax"), revising the rules governing foreign tax credits, and introducing new anti-base erosion provisions.

Certain changes became effective immediately, while others become effective for tax years beginning after December 31, 2017.

The legislation is unclear in certain respects and may be subject to technical amendments, as well as interpretations and implementing regulations by the Department of Treasury and Internal Revenue Service, any of which could increase or decrease one or more impacts of the legislation.

It is also unclear how these changes will affect state and local corporate taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities.

While our analysis and interpretation of the TCJA is ongoing, based on our current evaluation, the reduction of the U.S. corporate income tax rate from 35% to 21% required a write-down of our net deferred income tax assets resulting in an estimated material noncash charge against earnings in the fourth quarter of 2017, the period in which the TCJA was enacted.

This and other impacts of the TCJA are subject to further adjustments in subsequent periods throughout 2018 in accordance with recent interpretive guidance issued by the SEC under Staff Accounting Bulletin No. 118 ("SAB 118").

Similarly, the transition tax resulted in a material charge against income in the fourth quarter of 2017.

The limitation on interest deductions may negatively impact our effective tax rate and cash flows going forward.

There may be material adverse effects resulting from the TCJA of which we have not yet completed our analysis.

These effects may relate to the potential adjustments described above or future guidance and regulations.

_The enactment of legislation implementing changes in taxation of international business activities, adoption of other corporate tax reform policies, or other changes in tax legislation or policies could materially and adversely impact our financial position and results of operations._

The TCJA imposed a one-time transition tax subjecting the undistributed earnings and profits of our non-U.S. subsidiaries to immediate U.S. taxation and eliminated future foreign tax credit for foreign income taxes or withholding taxes paid with respect to certain foreign dividends.

As a result, we accrued foreign withholding taxes in the fourth quarter of 2017 for certain jurisdictions related to the future repatriation of cash and cash equivalents as of December 30, 2017.

We continue to evaluate our indefinite reinvestment assertions, which may be subject to adjustments throughout 2018 in accordance with SAB 118.

Corporate tax reform, base-erosion efforts and tax transparency continue to be high priorities in many of the jurisdictions in which we do business.

As a result, policies regarding corporate income and other taxes in numerous jurisdictions are under heightened scrutiny, while tax reform legislation has been

proposed or enacted in a number of jurisdictions.

For example, the TCJA enacted broad U.S. corporate income tax reform, including the changes described above.

The TCJA affected the tax position reflected in our consolidated balance sheet and financial results in fiscal year 2017.

Our cash tax payments in the U.S. starting in fiscal year 2018 may also be affected.

In addition, many countries are beginning to implement legislation and other guidance to align their international tax rules with the Organisation for Economic Co-operation's Base Erosion and Profit Shifting recommendations and action plan, which aim to standardize and modernize global corporate tax policy, with changes to cross-border tax, transfer-pricing documentation rules, and nexus-based tax incentive practices.

As a result of the heightened scrutiny of corporate taxation policies, prior decisions by tax authorities regarding treatments and positions of corporate income taxes could be subject to enforcement activities or legislative investigation and inquiry, which could also result in changes in tax policies or prior tax rulings.

Any such changes in policies or rulings may also result in the taxes we previously paid being subject to change.

Due to the large scale of our international business activities, any substantial change in international corporate tax policies, enforcement activities or legislative initiatives could have a material adverse effect on the amount of taxes we are required to pay and our business generally.

For

Data privacy legislation and regulation have been increasing in recent years – including, for example, the General Data Protection Regulation in the EU and the Cyber Security Law in China – and although we take reasonable efforts to comply with all applicable laws and regulations, there can be no assurance that we will not be subject to regulatory action in the event of an incident.

We have taken many steps to improve the security of our networks and computer systems, including user education and phishing exercises to protect against social engineering and inadvertent or intentional disclosure of data; implementing multi-factor authentication and advanced malware detection measures; upgrading legacy information technology systems; and establishing a data loss prevention framework to better identify and protect our critical data.

However, over the past few years the U.S. Federal Reserve has raised its benchmark interest rate, now between 1.25% and 1.5%, indicating that additional increases would be likely, which may result in significantly higher long-term interest rates.

We continue to evaluate options to better manage the volatility associated with our pension liabilities.

countries and U.S. trading parties could more broadly deteriorate.

In addition, to verify our products as "conflict-free" as required by SEC rules requiring disclosure concerning the use of certain minerals that are mined from the Democratic Republic of Congo and adjoining countries ("Conflict Mineral Rules"), we could make alternative sourcing and supply decisions for materials used in certain of our products, which could materially adversely affect our pricing terms.

Depending on market dynamics and the terms of customer contracts, our ability to recover any increased costs of obtaining raw materials from third party suppliers due to the Conflict Mineral Rules or otherwise may be limited.

shipping, delays in the manufacturing process, and occasionally cancelled orders.

Our research

For example, in September 2015, we completed an expansion of our manufacturing facility located in Kunshan, China and added a new coater to meet our projected demand for pressure-sensitive tapes in China.

In 2016, we announced additional investments in capacity to support growth in our U.S. graphics business, in Asia and Luxembourg, and in RFID and heat transfer technology.

To grow our product lines and expand into new markets, we have made acquisitions in the past and may do so in the future.

We also announced our agreement to acquire Hanita Coatings, a pressure-sensitive materials manufacturer of specialty films and laminates, for $75 million, subject to customary adjustments.

In February 2017, we announced our agreement to acquire Yongle Tape Company Ltd., a manufacturer of specialty tapes and related products used in a variety of industrial markets, for $190 million, which is subject to customary adjustments, with an additional earn-out opportunity of up to $55 million to be paid based on the acquired business' achievement of certain performance targets over the next two years.

_Divestures of any of our businesses or product lines could have a material adverse effect on our business._

We continually evaluate the performance of our businesses and may determine to sell a business or product line.

While we believe these divestures are in the best interests of our long-term strategy, they may result in significant write-offs or impairments of assets, including goodwill and other intangible assets.

For example, we completed the sale of certain of our assets and liabilities associated with a product line in our former RBIS segment in May 2015 at a loss and incurred impairment charges as well as exit costs, including costs associated with severance payments.

Any future divestitures we undertake may also involve additional risks, including separation of operations, products and personnel, diversion of management attention, disruption to our other businesses and loss of key employees.

We may not successfully manage these or other risks we may confront in divesting a business or product line, which could have a material adverse effect on our business.

There can be no assurance that these changes will not have a material adverse effect on our business.

_Potential tax liabilities and proposed changes in U.S. tax legislation could materially impact our business._

Our results of operations and cash flows from operating activities may be materially adversely affected if tax rules regarding unrepatriated earnings change, if changes in our domestic cash needs require us to repatriate foreign earnings for which no tax provisions have been made, or if the U.S. international tax rules change as part of comprehensive tax reform or other tax legislation.

Due to recent changes in the U.S. government, the impact of future changes in tax laws and regulations and their application by regulators are uncertain.

customer orders, impede the manufacture or shipment of products, or disrupt the processing of transactions.

Following these attacks, we have taken additional steps designed to improve the security of our networks and computer systems.

An assumed 20 basis point move in interest rates affecting our variable-rate borrowings (10% of our weighted-average interest rate on floating rate debt) would have increased interest expense by approximately $.5 million on variable-rate borrowings in 2016.

However, in December 2015, the U.S. Federal Reserve raised its benchmark interest rate by a quarter of a percentage point for the first time since 2006.

The U.S. Federal Reserve raised this rate by an additional quarter of a percentage point in December 2016 and indicated that additional increases would likely be forthcoming in 2017.

While it is unclear whether these actions suggest a change in previous monetary policy positions, including but not limited to an elimination of quantitative easing over time, any such change or market expectation of such change may result in significantly higher long-term interest rates.

_Additional financings may dilute the holdings of our current shareholders._

In order to provide capital for the operation of our business, we may enter into additional financing arrangements.

These arrangements may involve the issuance of new shares of preferred or common stock, convertible debt securities and/or warrants.

Any of these issuances could result in a material increase in the number of shares of common stock outstanding, which would dilute the ownership interests of our existing common shareholders.

In addition, any new securities could contain provisions, such as priorities on distributions and voting rights, that could materially adversely affect the value of our existing common stock.

In addition, the requirements set forth in the Conflict Mineral Rules required us to undertake due diligence efforts that are expected to continue into the future.

We expect to continue incurring costs

associated with complying with these disclosure requirements, including for conducting diligence procedures to determine the sources of conflict minerals that may be used or necessary to the production of our products and, if applicable, potential changes to products, processes or sources of supply as a consequence of these verification activities.

Our reputation may be harmed if we are not able to sufficiently verify the origins for the minerals and metals used in our products.

Any change in export or import regulations, economic sanctions or

_Healthcare reform legislation could have a material adverse effect on our business._

During 2010, the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (together, the "ACA") were signed into law in the U.S. The complexities and ramifications of the ACA are significant and continue to be implemented through a phased approach that is expected to continue over the next several years.

Recent changes in the U.S. government could lead to repeal of or changes in some or all of the ACA; complying with any new legislation and/or reversing changes implemented under the ACA could be time-intensive and expensive, resulting in a material adverse effect on our business.

As a result of political, economic and regulatory influences, scrutiny of the healthcare delivery system in the United States can be expected to continue at both the state and federal levels.

The information called for by this Item appears under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our [removed: 2016] [added: 2017] Annual Report and [added: is] incorporated herein by reference.

The information called for by this Item is contained under "Market-Sensitive Instruments and Risk Management" in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our [removed: 2016] [added: 2017] Annual Report and incorporated herein by reference.

[removed: Some] [added: We sell most of our] pressure-sensitive materials [removed: are sold] to label printers and converters that convert the materials into labels and other products through embossing, printing, stamping and die-cutting.

[removed: Some] [added: We sell other pressure-sensitive] materials [removed: are sold by us] in converted form as tapes and reflective sheeting.

Our reportable segments for fiscal year [removed: 2016] [added: 2017] were:

In [removed: 2016,] [added: 2017,] the LGM, RBIS, and IHM segments made up approximately [removed: 69%, 24%] [added: 68%, 23%] and [removed: 7%,] [added: 9%,] respectively, of our total sales.

In [removed: 2016,] [added: 2017,] international operations constituted a substantial majority of our business, representing approximately [removed: 75%] [added: 76%] of our sales.

As of December [removed: 31, 2016,] [added: 30, 2017,] we operated approximately 180 manufacturing and distribution facilities worldwide [added: with approximately 30,000 employees] and had operations in over 50 countries.

Our LGM segment manufactures and sells Fasson®-, JAC®-, and Avery Dennison®-brand pressure-sensitive label and packaging materials, Avery Dennison®- and Mactac®-brand graphics, and Avery [added: Dennison®-brand reflective products.]

Pressure-sensitive materials consist primarily of papers, plastic films, metal foils and fabrics, which are coated with [removed: company-developed] [added: internally-developed] and purchased adhesives, and then laminated with [removed: specially coated] [added: specially-coated] backing papers and films.

[removed: It generally consists of four layers: a face material, which may be paper, metal foil, plastic film or fabric; an] adhesive, which may be permanent or removable; a release coating; and a backing material to protect the adhesive from premature contact with other surfaces [removed: that] [added: which] can also serve as a carrier for supporting and dispensing individual labels.

Because they are easy to apply without the need for adhesive activation, self-adhesive materials can provide cost savings compared to other materials that require heat- or moisture-activated [removed: adhesives.][added: adhesives and offer aesthetic and other advantages over alternative technologies.]

Label and packaging materials are sold worldwide to label converters for labeling, decorating, and [removed: special] [added: specialty] applications in the home and personal care, beer and beverage, durables, pharmaceutical, wine and spirits, and food market segments.

Self-adhesive materials are also used to convey [removed: a variety of] variable information, such as bar codes for mailing or weight and price information for packaged meats and other foods.

In the LGM segment, our larger competitors in label and packaging materials include Raflatac, a subsidiary of UPM-Kymmene [removed: Corporation,] [added: Corporation;] Lintec Corporation; Ritrama, [removed: Inc.,] [added: Inc.;] Flexcon Corporation, [removed: Inc.,] [added: Inc.;] and various regional firms.

Our RBIS segment designs, manufactures and sells a wide variety of branding and information solutions to retailers, brand owners, apparel manufacturers, distributors and industrial [removed: customers on a global basis.][added: customers.]

In recent years, as the apparel industry has moved to more frequent seasonal updates, this segment has experienced less [removed: seasonality than in previous years.][added: seasonality.]

[added: RBIS information solutions include item-level RFID solutions;] visibility and loss prevention solutions; price ticketing and marking; care, content, and country of origin compliance solutions; and brand protection and security solutions.

In the RBIS segment, our primary competitors include Checkpoint Systems, Inc., a subsidiary of CCL Industries [removed: Inc.,] [added: Inc.;] R-pac International [removed: Corporation,] [added: Corporation;] and SML Group Limited.

The mechanical fasteners are primarily precision extruded and injection-molded plastic devices used in various [removed: applications in] automotive, industrial, and retail applications.

[removed: These] [added: The] tapes [added: are available in roll form] and [removed: fasteners] [added: in a wide range of face materials, sizes, thicknesses and adhesive properties, and] are [removed: sold worldwide to original equipment manufacturers, as well as converters, for use] [added: used] in various bonding and fastening applications in the automotive, electronics, building and construction, other industrial, and personal care segments.

Our Vancive-brand products include an array of PSA materials and products that address the needs of medical device manufacturers, [added: converters,] clinicians, and patients for surgical, wound care, ostomy, [removed: and] [added: diagnostic,] electromedical [added: and wearable] device applications.

For tapes and bonding solutions, our primary competitors include [removed: 3M,] [added: 3M;] Tesa-SE, [added: a subsidiary of Beiersdorf AG;] Nitto Denko [removed: Corporation,] [added: Corporation;] and various regional firms.

For both our Vancive and fastener solutions businesses, we believe that our ability to serve our customers with high-quality, cost-effective solutions and our innovation capabilities are the most significant factors in developing our competitive [removed: positions.][added: position.]

Certain financial information on our reporting segments for fiscal years [removed: 2016, 2015,] [added: 2017, 2016] and [removed: 2014] [added: 2015] appears in Note 15, "Segment Information," in the Notes to Consolidated Financial Statements contained in our [removed: 2016] [added: 2017] Annual Report to Shareholders (our [removed: "2016] [added: "2017] Annual Report") and is incorporated herein by reference.

Certain financial information about our sales by geographic area [added: and property, plant and equipment in our U.S. and international operations] for fiscal years [removed: 2016, 2015,] [added: 2017, 2016] and [removed: 2014] [added: 2015] appears in Note 15, "Segment Information," in the Notes to Consolidated Financial Statements contained in our [removed: 2016] [added: 2017] Annual Report and is incorporated herein by reference.

Certain financial information about our working capital for fiscal years [removed: 2016, 2015,] [added: 2017, 2016] and [removed: 2014] [added: 2015] appears in the "Financial Condition" section of "Management's Discussion and Analysis of Financial Condition and Results of Operations" (Part II, Item 7) and is incorporated herein by reference.

Many of our [removed: current] products are the result of our research and development efforts.

These efforts include patent and product development work relating to printing and coating technologies, as well as adhesive, release and ink [removed: chemistries.][added: chemistries in our LGM and IHM segments.]

Additionally, we focus on research projects related to RFID [added: and external embellishments] in our RBIS segment and medical technologies in our IHM segment, for both of which we hold and license a number of patents.

Our expenses for research and development were [removed: $89.7] [added: $93.4] million in [removed: 2016, $91.9] [added: 2017, $89.7] million in [removed: 2015,] [added: 2016,] and [removed: $102.5] [added: $91.9] million in [removed: 2014.][added: 2015.]

We believe these trademarks are strong in the market segments in which [removed: our products] [added: we] compete.

A portion of our manufacturing process for self-adhesive materials utilizes [removed: certain] organic [removed: solvents] [added: solvents,] which, unless controlled, could be emitted into the atmosphere or contaminate soil or groundwater.

It generally consists of four layers: a face material, which may be paper, metal foil, plastic film or fabric; an

IHM also manufactures and sells Yongle® brand tapes for wire harnessing and cable wrapping in automotive, electrical, and general industrial applications.

These tapes and fasteners are sold worldwide to original equipment manufacturers, and their supply chain partners (tier one suppliers and converters).

Acquired in May 2017, Finesse Medical Ltd. has a range of products, including private-label wound and skin care devices, sold to medical device manufacturers and regional distributors.

In the fourth quarter of 2016, we changed our operating structure to align with our overall business strategy, and our Chief Executive Officer, who is also our chief operating decision maker, requested changes in the information that he regularly reviews for purposes of allocating resources and assessing performance.

As a result of these events, our fiscal year 2016 results are reported based on our new reportable segments described below and in Note 15, "Segment Information." We have reclassified certain prior period amounts to reflect our new operating structure.

These segment changes resulted in the movement of performance tapes (previously part of the former Pressure-sensitive Materials segment) and fastener solutions (previously part of RBIS) into the IHM segment.

Dennison®-brand reflective products.

RBIS information solutions include item-level RFID solutions,

The tapes are available in roll form and in a wide range of face materials, sizes, thicknesses and adhesive properties.

Certain prior period amounts have been reclassified to reflect our new reportable segments, as described above.

Emissions of and contamination by these substances are regulated by federal, state, local and foreign governments.

As of December [removed: 31, 2016,] [added: 30, 2017,] 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 thirteen waste disposal or waste recycling sites that are the subject of separate investigations or proceedings concerning alleged soil and/or groundwater contamination.

No settlement of our liability related to any of [added: the sites has been agreed upon.]

As of December [removed: 31, 2016,] [added: 30, 2017,] our accrued liability associated with environmental remediation was [removed: $21.3] [added: $21.1] million.

See also Note 8, "Contingencies," in the Notes to Consolidated Financial Statements contained in our [removed: 2016] [added: 2017] Annual Report, which is incorporated herein by reference.

the sites has been agreed upon.

For the fiscal year ended December [removed: 31, 2016][added: 30, 2017]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company.

See the definitions of "large accelerated filer," "accelerated [removed: filer" and] [added: filer,"] "smaller reporting [added: company," and "emerging growth] company" in Rule 12b-2 of the Exchange Act.

The aggregate market value of voting and non-voting common equity held by non-affiliates as of July [removed: 2, 2016,] [added: 1, 2017,] the last business day of the registrant's most recently completed second fiscal quarter, was [removed: $6,414,034,778.][added: $7,752,539,694.]

Number of shares of common stock, $1 par value, outstanding as of January [removed: 28, 2017,] [added: 27, 2018,] the end of the registrant's most recent fiscal month: [removed: 88,123,603.][added: 87,927,816.]

| Portions of Annual Report to Shareholders for fiscal year ended December [removed: 31, 2016] [added: 30, 2017 (filed as Exhibit 13 hereto)] | | Parts I, II |

| Portions of Definitive Proxy Statement for Annual Meeting of Stockholders to be held on April [removed: 27, 2017] [added: 26, 2018] | | Parts III, IV |

FISCAL YEAR [removed: 2016] [added: 2017] ANNUAL REPORT ON FORM 10-K

| [Item [removed: 1.](#ca43801_item_1._business)] [added: 1.](#ca10001_item_1._business)] | | [removed: [Business](#ca43801_item_1._business)] [added: [Business](#ca10001_item_1._business)] | | [removed: [1](#ca43801_item_1._business)] [added: [1](#ca10001_item_1._business)] |

| [Item [removed: 1A.](#ca43801_item_1a._risk_factors)] [added: 1A.](#ca10001_item_1a._risk_factors)] | | [Risk [removed: Factors](#ca43801_item_1a._risk_factors)] [added: Factors](#ca10001_item_1a._risk_factors)] | | [removed: [5](#ca43801_item_1a._risk_factors)] [added: [5](#ca10001_item_1a._risk_factors)] |

| [Item [removed: 1B.](#cc43801_item_1b._unresolved_staff_comments)] [added: 1B.](#cc10001_item_1b._unresolved_staff_comments)] | | [Unresolved Staff [removed: Comments](#cc43801_item_1b._unresolved_staff_comments)] [added: Comments](#cc10001_item_1b._unresolved_staff_comments)] | | [removed: [18](#cc43801_item_1b._unresolved_staff_comments)] [added: [18](#cc10001_item_1b._unresolved_staff_comments)] |

| [Item [removed: 2.](#cc43801_item_2._properties)] [added: 2.](#cc10001_item_2._properties)] | | [removed: [Properties](#cc43801_item_2._properties)] [added: [Properties](#cc10001_item_2._properties)] | | [removed: [18](#cc43801_item_2._properties)] [added: [18](#cc10001_item_2._properties)] |

| [Item [removed: 3.](#cc43801_item_3._legal_proceedings)] [added: 3.](#cc10001_item_3._legal_proceedings)] | | [Legal [removed: Proceedings](#cc43801_item_3._legal_proceedings)] [added: Proceedings](#cc10001_item_3._legal_proceedings)] | | [removed: [18](#cc43801_item_3._legal_proceedings)] [added: [19](#cc10001_item_3._legal_proceedings)] |

| [Item [removed: 4.](#cc43801_item_4._mine_safety_disclosures)] [added: 4.](#cc10001_item_4._mine_safety_disclosures)] | | [Mine Safety [removed: Disclosures](#cc43801_item_4._mine_safety_disclosures)] [added: Disclosures](#cc10001_item_4._mine_safety_disclosures)] | | [removed: [19](#cc43801_item_4._mine_safety_disclosures)] [added: [19](#cc10001_item_4._mine_safety_disclosures)] |

| [Item [removed: 5.](#ce43801_item_5._market_for_registrant___ite04666)] [added: 5.](#ce10001_item_5._market_for_registrant___ite04666)] | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ce43801_item_5._market_for_registrant___ite04666)] [added: Securities](#ce10001_item_5._market_for_registrant___ite04666)] | | [removed: [20](#ce43801_item_5._market_for_registrant___ite04666)] [added: [20](#ce10001_item_5._market_for_registrant___ite04666)] |

| [Item [removed: 6.](#ce43801_item_6._selected_financial_data)] [added: 6.](#ce10001_item_6._selected_financial_data)] | | [Selected Financial [removed: Data](#ce43801_item_6._selected_financial_data)] [added: Data](#ce10001_item_6._selected_financial_data)] | | [removed: [20](#ce43801_item_6._selected_financial_data)] [added: [20](#ce10001_item_6._selected_financial_data)] |

| [Item [removed: 7.](#ce43801_item_7._management_s_discussio__ite03668)] [added: 7.](#ce10001_item_7._management_s_discussio__ite03668)] | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ce43801_item_7._management_s_discussio__ite03668)] [added: Operations](#ce10001_item_7._management_s_discussio__ite03668)] | | [removed: [20](#ce43801_item_7._management_s_discussio__ite03668)] [added: [20](#ce10001_item_7._management_s_discussio__ite03668)] |

| [Item [removed: 7A.](#ce43801_item_7a._quantitative_and_qual__ite02669)] [added: 7A.](#ce10001_item_7a._quantitative_and_qual__ite02669)] | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ce43801_item_7a._quantitative_and_qual__ite02669)] [added: Risk](#ce10001_item_7a._quantitative_and_qual__ite02669)] | | [removed: [20](#ce43801_item_7a._quantitative_and_qual__ite02669)] [added: [20](#ce10001_item_7a._quantitative_and_qual__ite02669)] |

| [Item [removed: 8](#ce43801_item_8._financial_statements_and_supplementary_data)] [added: 8](#ce10001_item_8._financial_statements_and_supplementary_data)] | | [Financial Statements and Supplementary [removed: Data](#ce43801_item_8._financial_statements_and_supplementary_data)] [added: Data](#ce10001_item_8._financial_statements_and_supplementary_data)] | | [removed: [21](#ce43801_item_8._financial_statements_and_supplementary_data)] [added: [20](#ce10001_item_8._financial_statements_and_supplementary_data)] |

| [Item [removed: 9.](#ce43801_item_9._changes_in_and_disagre__ite03576)] [added: 9.](#ce10001_item_9._changes_in_and_disagre__ite03576)] | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ce43801_item_9._changes_in_and_disagre__ite03576)] [added: Disclosure](#ce10001_item_9._changes_in_and_disagre__ite03576)] | | [removed: [21](#ce43801_item_9._changes_in_and_disagre__ite03576)] [added: [21](#ce10001_item_9._changes_in_and_disagre__ite03576)] |

| [Item [removed: 9A.](#ce43801_item_9a._controls_and_procedures)] [added: 9A.](#ce10001_item_9a._controls_and_procedures)] | | [Controls and [removed: Procedures](#ce43801_item_9a._controls_and_procedures)] [added: Procedures](#ce10001_item_9a._controls_and_procedures)] | | [removed: [21](#ce43801_item_9a._controls_and_procedures)] [added: [21](#ce10001_item_9a._controls_and_procedures)] |

| [Item [removed: 9B.](#ce43801_item_9b._other_information)] [added: 9B.](#ce10001_item_9b._other_information)] | | [Other [removed: Information](#ce43801_item_9b._other_information)] [added: Information](#ce10001_item_9b._other_information)] | | [removed: [21](#ce43801_item_9b._other_information)] [added: [21](#ce10001_item_9b._other_information)] |

| [ PART [removed: III](#ce43801_part_iii)] [added: III](#ce10001_part_iii)] | | | | |

| [Item [removed: 10.](#ce43801_item_10._directors,_executive___ite02315)] [added: 10.](#ce10001_item_10._directors,_executive___ite02315)] | | [Directors, Executive Officers, and Corporate [removed: Governance](#ce43801_item_10._directors,_executive___ite02315)] [added: Governance](#ce10001_item_10._directors,_executive___ite02315)] | | [removed: [22](#ce43801_item_10._directors,_executive___ite02315)] [added: [22](#ce10001_item_10._directors,_executive___ite02315)] |

| [Item [removed: 11.](#cg43801_item_11._executive_compensation)] [added: 11.](#cg10001_item_11._executive_compensation)] | | [Executive [removed: Compensation](#cg43801_item_11._executive_compensation)] [added: Compensation](#cg10001_item_11._executive_compensation)] | | [removed: [24](#cg43801_item_11._executive_compensation)] [added: [24](#cg10001_item_11._executive_compensation)] |

| [Item [removed: 12.](#cg43801_item_12._security_ownership_of__ite04004)] [added: 12.](#cg10001_item_12._security_ownership_of__ite04004)] | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#cg43801_item_12._security_ownership_of__ite04004)] [added: Matters](#cg10001_item_12._security_ownership_of__ite04004)] | | [removed: [24](#cg43801_item_12._security_ownership_of__ite04004)] [added: [24](#cg10001_item_12._security_ownership_of__ite04004)] |

| [Item [removed: 13.](#cg43801_item_13._certain_relationships__ite03067)] [added: 13.](#cg10001_item_13._certain_relationships__ite03067)] | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#cg43801_item_13._certain_relationships__ite03067)] [added: Independence](#cg10001_item_13._certain_relationships__ite03067)] | | [removed: [24](#cg43801_item_13._certain_relationships__ite03067)] [added: [24](#cg10001_item_13._certain_relationships__ite03067)] |

| [Item [removed: 14.](#cg43801_item_14._principal_accounting_fees_and_services)] [added: 14.](#cg10001_item_14._principal_accounting_fees_and_services)] | | [Principal Accounting Fees and [removed: Services](#cg43801_item_14._principal_accounting_fees_and_services)] [added: Services](#cg10001_item_14._principal_accounting_fees_and_services)] | | [removed: [24](#cg43801_item_14._principal_accounting_fees_and_services)] [added: [24](#cg10001_item_14._principal_accounting_fees_and_services)] |

| [Item [removed: 15.](#cg43801_item_15._exhibits,_financial_statement_schedules)] [added: 15.](#cg10001_item_15._exhibits,_financial_statement_schedules)] | | [Exhibits, Financial Statement [removed: Schedules](#cg43801_item_15._exhibits,_financial_statement_schedules)] [added: Schedules](#cg10001_item_15._exhibits,_financial_statement_schedules)] | | [removed: [25](#cg43801_item_15._exhibits,_financial_statement_schedules)] [added: [25](#cg10001_item_15._exhibits,_financial_statement_schedules)] |

| [Power of [removed: Attorney](#ci43801_power_of_attorney)] [added: Attorney](#dk10001_power_of_attorney)] | | | | [removed: [27](#ci43801_power_of_attorney)] [added: [34](#dk10001_power_of_attorney)] |

10-K 1 a2234573z10-k.htm 10-K

Use these links to rapidly review the document

2017 10-K

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a).

| [PART I](#ca10001_part_i) | | | | |

| [ PART II](#ce10001_part_ii) | | | | |

| [ PART IV](#cg10001_part_iv) | | | | |

| [Item 16.](#cg10001_item_16._form_10-k_summary) | | [Form 10-K Summary](#cg10001_item_16._form_10-k_summary) | | [25](#cg10001_item_16._form_10-k_summary) |

| [Signatures](#dk10001_signatures) | | | | [33](#dk10001_signatures) |

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

2016 10-K

| [PART I](#ca43801_part_i) | | | | |

| [ PART II](#ce43801_part_ii) | | | | |

| [ PART IV](#cg43801_part_iv) | | | | |

| [Signatures](#ci43801_signatures) | | | | [26](#ci43801_signatures) |

As of December [removed: 31, 2016,] [added: 30, 2017,] we operated manufacturing facilities in excess of 100,000 square feet in the locations listed below.

| Foreign | | Soignies, Belgium; Vinhedo, Brazil; [added: Guangzhou and] Kunshan, China; Champ-sur-Drac, France; Gotha and Schwelm, Germany; [added: Pune, India; Kibbutz Hanita, Israel;] Rodange, Luxembourg; Bangi, Malaysia; and Cramlington, United Kingdom |

| Foreign | | Nansha, Panyu, and Suzhou, China; [added: Bufalo, Honduras;] Ancarano, Italy; and Long An Province, Vietnam |

| Foreign | | Turnhout, [removed: Belgium] [added: Belgium;] and Kunshan, [added: Shanghai and Zhouzhou,] China |

In addition to the manufacturing facilities described above, our other principal facilities include our corporate headquarters in Glendale, California and our divisional offices located in [removed: Westborough,] [added: Boston,] Massachusetts; Mentor, Ohio; Kunshan, China; and Oegstgeest, the Netherlands.

We own all of the principal properties identified above, except for facilities in the following locations, which are leased: Glendale, California; [removed: Nansha] [added: Panyu] and [removed: Panyu,] [added: Zhouzhou,] China; [removed: Westborough,] [added: Bufalo, Honduras; Kibbutz Hanita, Israel; Boston,] Massachusetts; Mentor, Ohio; and Oegstgeest, the Netherlands.

The information called for by Item 201 of Regulation S-K appears under "Corporate Information – Stock and Dividend Data" in our [removed: 2016] [added: 2017] Annual Report and is incorporated herein by reference.

We did not sell any unregistered securities during the fourth quarter of [removed: 2016.][added: 2017.]

Repurchases by us or our "affiliated purchasers" (as defined in Rule 10b-18(a)(3) of the Exchange Act) of registered equity securities in the three fiscal months of the fourth quarter of [removed: 2016] [added: 2017] are listed in the [removed: following table.][added: table below.]

The periods shown are our fiscal periods during the thirteen-week quarter ended December [removed: 31, 2016.][added: 30, 2017.]

[removed: On December 4, 2014,] [added: In April 2017,] our Board [removed: of Directors] authorized the repurchase of shares of our common stock [removed: in the aggregate amount] [added: with a fair market value] of up to [removed: $500 million (exclusive] [added: $650 million, exclusive] of any fees, commissions or other expenses related to such [removed: purchases), in addition to any outstanding shares authorized under any previous Board authorization.][added: purchases.]

[removed: This is the only] [added: The Board] authorization [removed: currently] [added: was announced] in [removed: effect] [added: a Current Report on Form 8-K on April 28, 2017] and [removed: it] will remain in effect until shares in the amount authorized [added: thereunder] have been repurchased.

Repurchased shares may be reissued under our [removed: stock option and] [added: long-term] incentive plan or used for other corporate purposes.

| October 1, 2017 – October 28, 2017 | | 58.8 | | $99.92 | | 58.8 | | |

| October 29, 2017 – November 25, 2017 | | 50.1 | | 106.96 | | 50.1 | | |

| November 26, 2017 – December 30, 2017 | | 120.1 | | 113.94 | | 120.1 | | |

| Total | | 229.0 | | $108.81 | | 229.0 | | $625.2 |

| October 2, 2016 – October 29, 2016 | | 227.2 | | $76.57 | | 227.2 | | |

| October 30, 2016 – November 26, 2016 | | 547.5 | | 70.28 | | 547.5 | | |

| November 27, 2016 – December 31, 2016 | | 347.2 | | 72.04 | | 347.2 | | |

| Total | | 1,121.9 | | $72.10 | | 1,121.9 | | $104.9 |

Selected financial data for each of our last five fiscal years appears under "Five-year Summary" in our [removed: 2016] [added: 2017] Annual Report and is incorporated herein by reference.

The information called for by this Item is contained in our [removed: 2016] [added: 2017] Annual Report (including the Consolidated Financial Statements and the Notes thereto, Statement of Management Responsibility for [removed: Financial Statements and Management's Report on Internal Control Over Financial Reporting, and the Report of Independent Registered Public Accounting Firm) and incorporated herein by reference.]

Financial Statements and Management's Report on Internal Control Over Financial Reporting, and the Report of Independent Registered Public Accounting Firm) and incorporated herein by reference.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in providing reasonable assurance that information is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and the Chief Financial Officer as appropriate, to allow [added: for] timely decisions regarding required disclosure.

Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December [removed: 31, 2016.][added: 30, 2017.]

(See Management's Report on Internal Control Over Financial Reporting contained in our [removed: 2016] [added: 2017] Annual Report, which is incorporated herein by reference.)

Management's assessment of the effectiveness of our internal control over financial reporting as of December [removed: 31, 2016] [added: 30, 2017] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in the Report of Independent Registered Public Accounting Firm contained in our [removed: 2016] [added: 2017] Annual Report, which is also incorporated herein by reference.

Other than [removed: this implementation,] [added: the system implementation and acquisition referenced above,] there have been no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are in the process of investing in information technology to upgrade the systems in our RBIS segment.

We have excluded Yongle Tape Ltd. from our assessment of internal control over financial reporting as of December 30, 2017 because we acquired the company in a purchase business combination during fiscal year 2017.

Yongle Tape Ltd. is a wholly-owned subsidiary whose total assets and total revenues excluded from our assessment of internal control over financial reporting represent 3% and 2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 30, 2017.

During 2014, we began a phased implementation of a new transactional system in our RBIS segment that is expected to continue through 2018.

The information concerning directors and corporate governance called for by this Item is incorporated herein by reference from the definitive proxy statement for our Annual Meeting of Stockholders to be held on April [removed: 27, 2017] [added: 26, 2018] (our [removed: "2017] [added: "2018] Proxy Statement"), which will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of the fiscal year covered by this report.

The information concerning executive officers called for by this Item appears, in part, on the next page of this report, and is also incorporated by reference from our [removed: 2017] [added: 2018] Proxy Statement.

The information concerning any late filings under Section 16(a) of the Exchange Act is incorporated by reference from our [removed: 2017] [added: 2018] Proxy Statement.

The information called for by this Item concerning our Audit and Finance Committee is incorporated by reference from our [removed: 2017] [added: 2018] Proxy Statement.

| Mitchell R. Butier | | [removed: 45] [added: 46] | | March 2007 | | 2015-2016 | | President and Chief Operating Officer |

| Dean A. Scarborough | | [removed: 61] [added: 62] | | August 1997 | | 2014-2016 | | Chairman and Chief Executive Officer |

| Executive [removed: Chairman] [added: Chairman(2)] | | | | | | 2010-2014 | | Chairman, President and Chief Executive Officer |

| Senior Vice President and | | | | | | | | [removed: Chief] Financial [removed: Officer,] [added: Officer] |

| Lori J. Bondar | | [removed: 56] [added: 57] | | June 2010 | | 2008-2010 | | Vice President and Controller |

| Georges Gravanis | | [removed: 59] [added: 60] | | May 2015 | | 2015-2016 | | President, Materials Group |

| Anne Hill | | [removed: 57] [added: 58] | | May 2007 | | | | |

| Susan C. Miller | | [removed: 57] [added: 58] | | March 2008 | | 2008-2009 | | Senior Vice President and |

| Deon Stander | | [removed: 48] [added: 49] | | August 2016 | | 2013-2015 | | Vice President and General Manager, |

| Solutions [removed: ("RBIS")] | | | | | | | | Global Commercial RBIS |

| Michael Johansen | | [removed: 51] [added: 52] | | December 2016 | | 2015-2016 | | Vice President [removed: and] [added: &] General Manager, |

| Industrial and [removed: Health Care] [added: Healthcare] | | | | | | | | RBIS Sourcing Regions & Supply Chain |

| Gregory S. Lovins | | 45 | | March 2017 | | 2017 | | Vice President and Interim Chief |

| Chief Financial Officer | | | | | | 2016-2017 | | Vice President and Treasurer |

| | | | | | | 2011-2016 | | Vice President, Global Finance, |

| | | | | | | | | Materials Group |

(2)

Mr. Scarborough ceased serving as an executive officer on December 31, 2017.

Effective January 1, 2018, Mr. Scarborough began serving as non-executive chairman.

| Anne L. Bramman | | 49 | | March 2015 | | 2011-2015 | | Senior Vice President and |

| Chief Financial Officer | | | | | | | | Carnival Cruise Line |

The information called for by this Item is incorporated by reference from our [removed: 2017] [added: 2018] Proxy Statement.

The information called for by this Item is incorporated by reference from our [removed: 2017] [added: 2018] Proxy Statement.

The information called for by this Item is incorporated by reference from our [removed: 2017] [added: 2018] Proxy Statement.

The information called for by this Item is incorporated by reference from our [removed: 2017] [added: 2018] Proxy Statement.

(b) The exhibits required to be filed by Item 601 of Regulation S-K are set forth on the [removed: accompanying] [added: following] Exhibit Index and incorporated herein by reference.

(1)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| | | AVERY DENNISON CORPORATION | | | | |

| | | By: | | /s/ | | Anne L. Bramman |

| | | | | Anne L. Bramman Senior Vice President and Chief Financial Officer | | |

Dated: February 23, 2017

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Anne L.

Bramman and Susan C.

Miller, and each of them, with full power of substitution, his or her true and lawful attorney-in-fact to act for him or her in any and all capacities, to sign this Annual Report on Form 10-K and any or all amendments or supplements thereto, and to file each of the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as he or she could do in person, hereby ratifying and confirming all that said attorneys-in-fact or substitutes, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and as of the dates indicated.

| Signature | | | | Title | | Date |

| /s/ Mitchell R. Butier Mitchell R. Butier | | | | President, Chief Executive Officer, and Director | | February 23, 2017 |

| /s/ Anne L. Bramman Anne L. Bramman | | | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | February 23, 2017 |

| /s/ Lori J. Bondar Lori J. Bondar | | | | Vice President, Controller, and Chief Accounting Officer (Principal Accounting Officer) | | February 23, 2017 |

| /s/ Dean A. Scarborough Dean A. Scarborough | | | | Executive Chairman | | February 23, 2017 |

| /s/ Bradley A. Alford Bradley A. Alford | | | | Director | | February 23, 2017 |

| /s/ Anthony K. Anderson Anthony K. Anderson | | | | Director | | February 23, 2017 |

| /s/ Peter K. Barker Peter K. Barker | | | | Director | | February 23, 2017 |

| /s/ Ken C. Hicks Ken C. Hicks | | | | Director | | February 23, 2017 |

| /s/ Andres A. Lopez Andres A. Lopez | | | | Director | | February 23, 2017 |

| /s/ David E. I. Pyott David E. I. Pyott | | | | Director | | February 23, 2017 |

| /s/ Patrick T. Siewert Patrick T. Siewert | | | | Director | | February 23, 2017 |

| /s/ Julia A. Stewart Julia A. Stewart | | | | Director | | February 23, 2017 |

| /s/ Martha N. Sullivan Martha N. Sullivan | | | | Director | | February 23, 2017 |

AVERY DENNISON CORPORATION

INDEX TO FINANCIAL STATEMENTS

Data incorporated by reference from the attached portions of the 2016 Annual Report to Shareholders of Avery Dennison Corporation:

| | | | |

| --- | --- | --- | --- |

| | Consolidated Financial Statements: | | |

| | Consolidated Balance Sheets as of December 31, 2016 and January 2, 2016 | | |

| | Consolidated Statements of Income for 2016, 2015 and 2014 | | |

| | Consolidated Statements of Comprehensive Income for 2016, 2015 and 2014 | | |

| | Consolidated Statements of Shareholders' Equity for 2016, 2015 and 2014 | | |

| | Consolidated Statements of Cash Flows for 2016, 2015 and 2014 | | |

None.

AVERY DENNISON CORPORATION

INDEX TO FINANCIAL STATEMENTS

Data incorporated by reference from the attached portions of the 2017 Annual Report to Shareholders of Avery Dennison Corporation:

| | | | |

| --- | --- | --- | --- |

| | Consolidated Financial Statements: | | |

| | Consolidated Balance Sheets as of December 30, 2017 and December 31, 2016 | | |

| | Consolidated Statements of Income for 2017, 2016 and 2015 | | |

| | Consolidated Statements of Comprehensive Income for 2017, 2016 and 2015 | | |

| | Consolidated Statements of Shareholders' Equity for 2017, 2016 and 2015 | | |

| | Consolidated Statements of Cash Flows for 2017, 2016 and 2015 | | |

| | Notes to Consolidated Financial Statements | | |

| | Statement of Management Responsibility for Financial Statements and Management's Report on Internal Control Over Financial Reporting | | |

| | Report of Independent Registered Public Accounting Firm | | |

Except for the Consolidated Financial Statements, Statement of Management Responsibility for Financial Statements, Management's Report on Internal Control Over Financial Reporting and Report of Independent Registered Public Accounting Firm listed above, and certain information referred to in Items 1, 5, 6, 7, and 7A of this report that is expressly incorporated herein by reference, our 2017 Annual Report to Shareholders is not to be deemed "filed" as part of this report.

AVERY DENNISON CORPORATION

EXHIBIT INDEX

For the Year Ended December 30, 2017

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| --- | --- | --- | --- | --- | --- | --- |

| Exhibit No. | | Exhibit Name | | Originally Filed as Exhibit No. | | Filing(1) |

| 3.1(i) | | [Amended and Restated Certificate of Incorporation, as filed on April 28, 2011 with the Office of Delaware Secretary of State](http://www.sec.gov/Archives/edgar/data/8818/000129993311001274/exhibit1.htm) | | 3.1 | | Current Report on Form 8-K, filed April 29, 2011 |

| 3.1(ii)† | | [Amended and Restated Bylaws, effective as of December 7, 2017](http://www.sec.gov/Archives/edgar/data/8818/000110465917072528/a17-28196_1ex3d1ii.htm) | | 3.1(ii) | | Current Report on Form 8-K, filed December 8, 2017 |

| 4.1 | | Indenture, dated as of March 15, 1991, between Registrant and Security Pacific National Bank, as Trustee (the "1991 Indenture") | | 4.1 | | Registration Statement on Form S-3 (File No. 33-39491), filed March 19, 1991 |

| 4.2 | | First Supplemental Indenture, dated as of March 16, 1993, between Registrant and BankAmerica National Trust Company, as successor Trustee (the "Supplemental Indenture") | | 4.4 | | Registration Statement on Form S-3 (File No. 33-59642), filed March 17, 1993 |

| 4.3 | | [Officers' Certificate establishing a series of Securities entitled "Medium-Term Notes, Series C" under the 1991 Indenture, as amended by the Supplemental Indenture](http://www.sec.gov/Archives/edgar/data/8818/0000898430-95-000821-index.html) | | 4.1 | | Current Report on Form 8-K, filed May 12, 1995 |

| 4.4 | | [Officers' Certificate establishing a series of Securities entitled "Medium-Term Notes, Series D" under the 1991 Indenture, as amended by the Supplemental Indenture](http://www.sec.gov/Archives/edgar/data/8818/0000898430-96-005774-index.html) | | 4.1 | | Current Report on Form 8-K, filed December 16, 1996 |

| 4.5 | | [Indenture, dated as of July 3, 2001, between Registrant and Chase Manhattan Bank and Trust Company, National Association, as trustee ("2001 Indenture")](http://www.sec.gov/Archives/edgar/data/8818/000095015001500424/a73918orex4-1.txt) | | 4.1 | | Registration Statement on Form S-3 (File No. 333-64558), filed July 3, 2001 |

| 4.6 | | [Officers' Certificate establishing two series of Securities entitled "4.875% Notes due 2013" and "6.000% Notes due 2033" under the 2001 Indenture](http://www.sec.gov/Archives/edgar/data/8818/000095015003000062/a87057exv4w2.txt) | | 4.2 | | Current Report on Form 8-K, filed January 16, 2003 |

| 4.7 | | [6.000% Notes Due 2033](http://www.sec.gov/Archives/edgar/data/8818/000095015003000062/a87057exv4w4.htm) | | 4.4 | | Current Report on Form 8-K, filed January 16, 2003 |

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| Exhibit No. | | Exhibit Name | | Originally Filed as Exhibit No. | | Filing(1) |

| 4.8 | | [Indenture, dated as of September 25, 2007, among Avery Dennison Office Products Company ("ADOPC"), Registrant and The Bank of New York Trust Company, N.A., as Trustee ("Bank of NY")](http://www.sec.gov/Archives/edgar/data/8818/000095013407020646/a34106exv99w1.htm) | | 99.1 | | Current Report on Form 8-K, filed October 1, 2007 |

| 4.9 | | [Form of 6.625% Guaranteed Notes due 2017](http://www.sec.gov/Archives/edgar/data/8818/000095013407020646/a34106exv99w1.htm) | | 99.1 | | Current Report on Form 8-K, filed October 1, 2007 |

| 4.10 | | [Indenture, dated as of November 20, 2007, between Registrant and Bank of NY](http://www.sec.gov/Archives/edgar/data/8818/000095015007000050/a35886exv4w2.htm) | | 4.2 | | Current Report on Form 8-K, filed November 20, 2007 |