Avery Dennison (AVY) 10-K risk factor changes: FY2018 vs FY2017

The risk factors described [removed: below,] [added: in this section,] 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, [removed: including] [added: including,] but not limited to, the primary ones described [removed: below.][added: in this section.]

In [removed: 2017,] [added: 2018,] approximately [removed: 76%] [added: 77%] of our sales were from international operations.

Macroeconomic developments such as slower growth in [removed: certain regions,] the [removed: ongoing] [added: geographic regions in which we operate, the] restructuring [removed: efforts relating to] [added: of] European sovereign and other debt obligations, the continuing uncertainty surrounding the exit of the United Kingdom ("UK") from the European [removed: Union, the weakening or strengthening of local economies in which we operate,] [added: Union (commonly known as "Brexit"),] and uncertainty in the global credit or financial markets leading to [removed: the] [added: a] 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 rates.

Fluctuations in currencies, such as the value of the [removed: euro] [added: euro, Chinese renminbi,] and [removed: the British pound] [added: Argentine peso] in [removed: 2017,] [added: 2018,] 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.

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

In addition, business and operational disruptions or delays caused by political, social or economic instability and unrest – such as [removed: the ongoing] civil, political and economic disturbances in [removed: places like] [added: countries such as] Russia, Ukraine, Syria, Iraq, Iran, 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.

[removed: Shortages] and inflationary or other increases in the costs of raw materials, labor and energy have occurred in the past, and could recur.

[removed: For example, in 2017,] [added: In 2018,] we announced targeted price increases in our LGM segment in all regions to address [removed: our outlook for] raw material [removed: inflation, including in China, the U.S. and certain countries in Europe.][added: inflation.]

_We are affected by [added: changes in our markets due to] competitive [removed: conditions] [added: conditions, technological developments, laws] and [added: regulations, and] customer preferences.

If we do not compete [removed: effectively,] [added: effectively or respond appropriately to these market changes, it could reduce market demand, or] we could lose market share or [added: be forced to] reduce selling prices to maintain market share, which could materially adversely affect our business._

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

There can be no assurance that we will be able to compete successfully against current or future [removed: competitors.][added: competitors or new technologies.]

Changes in customers' preferences for our products can also affect [removed: the] demand for our [removed: products.][added: products and a decline in demand for our products could have a material adverse effect on our business.]

[removed: Decline in demand for] [added: _Misassessment of] our [removed: products] [added: infrastructure needs] could have a material adverse effect on our [removed: business.][added: business._]

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

In 2017, we completed the following acquisitions for an aggregate of approximately [removed: $360] [added: $340] 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.

There can be no assurance that any acquisitions will be successful and contribute to our profitability and we may not be able to identify [added: value-accretive targets] or execute [removed: new acquisition opportunities] [added: additional acquisitions] in the future.

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

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

_Our operations and activities outside of the U.S. may subject us to risks different from and potentially greater than those associated with our domestic [removed: operations_.][added: operations._]

A substantial portion of our employees and assets are located outside of the U.S. and, [removed: for] [added: in 2018,] the [removed: year ended December 30, 2017, approximately 76%] [added: substantial majority] of our sales [removed: were] [added: was] 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; laws and regulations impacting the ability to repatriate foreign earnings; challenges of complying with a wide variety of foreign laws and regulations, including those relating to sales, operations, taxes, employment and legal [added: 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, such as the UK'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.]

[removed: The] [added: While our operations in the UK are relatively small, the] realization of any of these risks or the failure to comply with any [removed: of these] laws or regulations [added: in the European Union or the UK] could expose us to liabilities and have a material adverse effect on our business.

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

We [removed: are in the process of] [added: undertook] a multi-year transformation of our 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.

In addition, we have initiated restructuring and investment actions across our businesses designed to increase [removed: profitability.][added: profitability, such as the restructuring of the European footprint of our LGM business, which began in 2018 and continues in 2019.]

As we continue to develop and adjust our growth strategies, we may invest in new businesses that have short-term returns that are negative or low and whose ultimate business prospects are uncertain or [added: could prove] unprofitable.

_Our growth strategy includes increased concentration in emerging markets, [added: including China,] which could create greater exposure to unstable political conditions, civil unrest, economic volatility and other risks applicable to international operations._

The profitable growth of our business in emerging markets is a significant focus of our long-term growth strategy and our regional results can fluctuate significantly based on economic conditions in these [removed: regions, which occurred with our results in China in 2016.][added: regions.]

Our business operations may be adversely affected by the current and future political environment in [added: China, including as a result of its response to recent tariffs instituted by the U.S. government on goods imported from] China.

The timely introduction of new products and improvements [removed: in] [added: to] current products helps determine our success.

In recent years, we expanded our manufacturing facility located in Kunshan, China; moved our RBIS Vietnam business into a new, expanded facility; [added: are in the process of closing an LGM facility in Germany and consolidating those operations with operations in Luxembourg and Belgium;] 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, [added: our label and packaging materials businesses] in Asia and Luxembourg, and in RFID and heat transfer technology.

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

_Our [removed: future] profitability may be materially adversely affected if we generate less productivity improvement than projected._

For example, we [removed: are in the process of] [added: undertook] a multi-year transformation of our 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.

In addition, we intend to continue efforts to reduce costs in [added: all] our [removed: operations,] [added: businesses,] which have in the past included, and may continue to include, facility closures and square footage reductions, headcount reductions, organizational restructuring, process standardization, and manufacturing relocation.

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

For example, [removed: in 2017, we designated] [added: as of December 29, 2018, €255 million of] our €500 million [added: in] senior notes [added: was designated] as a net investment hedge of our investment in foreign operations to mitigate our foreign currency translation exposure.

Further, hedging activities may [removed: only] offset [added: only] 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 foreign currency fluctuations.

Furthermore, if it were to become necessary for us to conduct business in additional currencies, we could be subject to [removed: additional] earnings volatility as amounts in these currencies are translated into U.S. dollars.

This list of risks is not exhaustive.

During 2018, the U.S. government imposed tariffs on products imported into the U.S. This resulted in reciprocal tariffs on goods imported from the U.S. into China, the European Union, Mexico, Canada, and a few other countries.

The impacts on our operations to date have been insignificant.

Shortages

We are also at risk that changes in consumer preferences or laws and regulations related to the use of plastics could reduce demand for our products.

We have developed new products to address the need for increased recyclability of plastic packaging, and are developing new solutions to address this challenge in collaboration with our customers and the businesses in our supply chain.

There can be no assurance that these efforts will be successful, and a significant reduction in the use of plastic packaging could materially adversely affect demand for our products.

Although we did not make any acquisitions in 2018, we continued to evaluate potential targets and ensure we have a robust pipeline of acquisition opportunities.

For example, while China and other emerging markets continued to contribute positively to our results in 2018, we believe that local economic conditions negatively impacted our results in China for the year.

We are also in the process of adding additional LGM coating capacity in Ohio and transferring our European IHM medical capacity from Belgium to Ireland.

The restructuring of the European footprint of our LGM business, which began in 2018 and continues in 2019,

is an example.

The substantial majority of our sales in 2018 was in foreign currencies.

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

_Our inability to secure or sustain certain tax benefits in a foreign jurisdiction could materially adversely affect our business._

Our effective tax rate reflected benefits from concessionary tax rates in foreign jurisdictions.

Due to a foreign tax law change, one of the concessionary tax rates that historically provided a 5% to 6% effective tax rate benefit is in a phase-out period.

To mitigate the permanent loss of this benefit, we executed a discrete foreign tax planning action in the fourth quarter of 2018 that ended this historical benefit, but enabled our pursuit of other potential tax planning opportunities.

If successful, this action may substantially replace the expiring benefits once fully implemented.

We are unable to determine the ultimate success of this action, and our inability to effectuate this tax planning strategy could materially adversely affect our business.

determine the adequacy of our provision for taxes.

A significant portion of our net operating loss carryforwards is concentrated in Luxembourg; decreases in the statutory tax rate in Luxembourg could materially adversely affect our effective tax rate.

Processes affected by these implementations include, among other things, order management, pricing, shipping, purchasing, general accounting and planning.

updating as technologies change and efforts to overcome security measures become increasingly sophisticated.

We regularly review the effectiveness of our cybersecurity preparedness program using a dashboard of key performance indicators.

disruption in our businesses and difficulties managing our operations and implementing our business strategy.

Similarly, if any of our suppliers were to experience a work stoppage, they could halt or limit supplies of products necessary for business, which could have a material adverse effect on our business.

_Our stock price may be volatile, which, among other things, could cause our tax rate to vary significantly._

In any period in which our stock price is higher than the grant price of the stock-based compensation vesting or being exercised in that period, we are required to recognize excess tax benefits that would decrease our effective tax rate.

Conversely, if our stock price is lower than the grant price of the stock-based compensation vesting or being exercised in that period, we are required to recognize tax charges that would increase our effective tax rate.

Our effective tax rate for fiscal year 2018 reflected an approximately 1.4% decrease as a result of the excess tax benefits we recognized on stock-based compensation during the year.

This tax effect is dependent on our stock price and there can be no assurance that we will recognize similar levels of excess tax benefits in future years.

At December 29, 2018, we had approximately $1.97 billion of debt, including the $500 million of senior notes we issued in December 2018.

In September 2018, we terminated our U.S. pension plan.

In connection with the termination, we contributed $200 million to the plan in August 2018 using U.S. commercial paper borrowings.

During the fourth quarter of 2018, we settled approximately $152 million of our U.S. pension plan liability through lump-sum payments from existing plan assets to eligible participants who elected to receive them and recorded approximately $85 million of non-cash charges associated with these settlements.

We expect to settle the remaining liability of approximately $792 million through the purchase

of a group annuity contract(s) from one or more yet-to-be-identified highly rated insurance companies in the first half of 2019.

See Note 6, "Pension and Other Postretirement Benefits," in the Notes to the Consolidated Financial Statements contained in our 2018 Annual Report.

Our investment management of our U.S. pension plan assets utilizes a liability driven investment (LDI) strategy.

The risks described below are not exhaustive.

more broadly deteriorate.

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.

In June 2016, the UK held a referendum in which voters approved the UK's exit from the European Union (commonly known as "Brexit").

The immediate impact of Brexit was a significant decline in the value of the British pound compared to the U.S. dollar.

There may be further volatility in the value of the British pound and the economic stability of the UK, which may affect our ability to sell products in the UK.

While our operations in the UK are relatively small, legal and regulatory changes in this region could have a material adverse effect on our business.

For example, in 2015, we exited one of our anticipated growth platforms in our IHM segment to refocus our efforts on more profitable strategic alternatives.

_Miscalculation of our infrastructure needs could have a material adverse effect on our business._

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

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.

In 2017, approximately 76% of our sales were generated from customers located outside of the U.S., and a substantial portion of our assets and employees were located outside of the U.S. While we are taxed by local authorities on earnings from these sales, we have historically not accrued U.S. income taxes or foreign withholding taxes on most of our undistributed earnings and profits for non-U.S. subsidiaries because we intend to indefinitely reinvest in the operations of those subsidiaries.

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.

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.

For

_Our share price may be volatile._

manufacturing processes.

entered into with us.

The information called for by this Item appears under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our [removed: 2017] [added: 2018] Annual Report and 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: 2017] [added: 2018] Annual Report and incorporated herein by reference.

Avery Dennison Corporation ("Avery [removed: Dennison,"] [added: Dennison" or] the "Company," "Registrant," or "Issuer," [removed: which are] [added: and] generally referred to as "we" or "us") was incorporated in Delaware in 1977 as Avery International Corporation, the successor corporation to a California corporation of the same name [removed: that had been] incorporated in 1946.

We also manufacture and sell a variety of other converted products and items not involving pressure-sensitive components, such as fasteners, tickets, tags, radio-frequency identification ("RFID") inlays and tags, and imprinting equipment and related [removed: services,] [added: solutions,] which [removed: we market to retailers,] [added: serve the] apparel [removed: manufacturers,] and [removed: brand owners.][added: other end markets.]

Our reportable segments for fiscal year [removed: 2017] [added: 2018] were:

In [removed: 2017,] [added: 2018,] the LGM, RBIS, and IHM segments made up approximately 68%, [removed: 23%] [added: 22%] and [removed: 9%,] [added: 10%,] respectively, of our total sales.

In [removed: 2017,] [added: 2018,] international operations constituted a substantial majority of our business, representing approximately [removed: 76%] [added: 77%] of our sales.

As of December [removed: 30, 2017,] [added: 29, 2018,] we operated approximately 180 manufacturing and distribution facilities worldwide with approximately 30,000 employees and [removed: had] operations in over 50 countries.

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: which] [added: that] can also serve as a carrier for supporting and dispensing individual labels.

We also sell durable cast and reflective films to the construction, [removed: automotive,] [added: automotive] and fleet transportation market segments and reflective films for traffic and safety applications.

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

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

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

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed with, or furnished to, the Securities and Exchange Commission ("SEC") pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are available free of charge on our investor website at www.investors.averydennison.com as soon as reasonably practicable after [removed: electronic filing] [added: they are electronically filed] with or [removed: furnishing] [added: furnished] to the SEC.

These documents are also available free of charge [removed: by] [added: upon] written request to [added: our] Corporate Secretary, Avery Dennison Corporation, 207 Goode Avenue, Glendale, California 91203.

LGM Segment

RBIS Segment

IHM Segment

Raw Materials

In 2018, we experienced raw material inflation in most of our markets worldwide.

In response, we continued to re-engineer our products and drive savings through our procurement function, as well as raise prices.

These actions largely offset the raw material inflation we experienced during the year.

While we have received sufficient quantities of raw materials to meet our production requirements to date, it is difficult to predict future shortages of raw materials or the impact any such shortages would have.

We have avoided disruption to our manufacturing operations through carefully managing our existing raw material inventories and maintaining strategic relationships with our suppliers and additional supply sources.

Reports filed with or furnished to the SEC may be viewed at www.sec.gov.

Label and Graphic Materials Segment

Retail Branding and Information Solutions Segment

Industrial and Healthcare Materials Segment

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.

Segment Financial Information

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

Foreign Operations

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

Working Capital

Certain financial information about our working capital for fiscal years 2017, 2016 and 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.

Our expenses for research and development were $93.4 million in 2017, $89.7 million in 2016, and $91.9 million in 2015.

Reports filed with the SEC may be viewed at www.sec.gov or obtained at the SEC Public Reference Room in Washington, D.C. Information about the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

As of December [removed: 30, 2017,] [added: 29, 2018,] 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.

[removed: Because of the uncertainties] associated with environmental assessment and remediation activities, future expenses to remediate these sites could be higher than the liabilities we have accrued; however, we are unable to reasonably estimate a range of potential expenses.

As of December [removed: 30, 2017,] [added: 29, 2018,] our accrued liability associated with environmental remediation was [removed: $21.1] [added: $20] million.

See [removed: also] Note 8, "Contingencies," in the Notes to Consolidated Financial Statements contained in our [removed: 2017] [added: 2018] Annual [removed: Report,] [added: Report for more information,] which is incorporated herein by reference.

Because of the uncertainties

For the fiscal year ended December [removed: 30, 2017][added: 29, 2018]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

| Large accelerated filer þ | | Accelerated filer o [added: | |] Non-accelerated filer o [removed: (do not check if a smaller reporting company)] | | Smaller reporting company o [added: 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 [removed: 13(a).][added: 13(a) of the Exchange Act.]

The aggregate market value of voting and non-voting common equity held by non-affiliates as of [removed: July 1, 2017,] [added: June 30, 2018,] the last business day of the registrant's most recently completed second fiscal quarter, was [removed: $7,752,539,694.][added: $8,878,483,404.]

Number of shares of common stock, $1 par value, outstanding as of [removed: January 27, 2018,] [added: February 23, 2019,] the end of the registrant's most recent fiscal month: [removed: 87,927,816.][added: 83,980,757.]

The following documents are incorporated by reference into the Parts of this Form 10-K [removed: below indicated:][added: indicated below:]

| Portions of Annual Report to Shareholders for fiscal year ended December [removed: 30, 2017] [added: 29, 2018] (filed as Exhibit 13 hereto) | | Parts I, II |

| Portions of Definitive Proxy Statement for Annual Meeting of Stockholders to be held on April [removed: 26, 2018] [added: 25, 2019] | | Parts III, IV |

AVERY DENNISON [removed: CORPORATION][added: CORPORATION]

[removed: FISCAL] [added: FISCAL] YEAR [removed: 2017] [added: 2018] ANNUAL REPORT ON FORM [removed: 10-K][added: 10-K]

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| [Item [removed: 1.](#ca10001_item_1._business)] [added: 1.](#ca73901_item_1._business)] | | [removed: [Business](#ca10001_item_1._business)] [added: [Business](#ca73901_item_1._business)] | | [removed: [1](#ca10001_item_1._business)] [added: [1](#ca73901_item_1._business)] |

| [Item [removed: 1A.](#ca10001_item_1a._risk_factors)] [added: 1A.](#ca73901_item_1a._risk_factors)] | | [Risk [removed: Factors](#ca10001_item_1a._risk_factors)] [added: Factors](#ca73901_item_1a._risk_factors)] | | [removed: [5](#ca10001_item_1a._risk_factors)] [added: [5](#ca73901_item_1a._risk_factors)] |

| [Item [removed: 1B.](#cc10001_item_1b._unresolved_staff_comments)] [added: 1B.](#cc73901_item_1b._unresolved_staff_comments)] | | [Unresolved Staff [removed: Comments](#cc10001_item_1b._unresolved_staff_comments)] [added: Comments](#cc73901_item_1b._unresolved_staff_comments)] | | [removed: [18](#cc10001_item_1b._unresolved_staff_comments)] [added: [18](#cc73901_item_1b._unresolved_staff_comments)] |

| [Item [removed: 2.](#cc10001_item_2._properties)] [added: 2.](#cc73901_item_2._properties)] | | [removed: [Properties](#cc10001_item_2._properties)] [added: [Properties](#cc73901_item_2._properties)] | | [removed: [18](#cc10001_item_2._properties)] [added: [19](#cc73901_item_2._properties)] |

| [Item [removed: 3.](#cc10001_item_3._legal_proceedings)] [added: 3.](#cc73901_item_3._legal_proceedings)] | | [Legal [removed: Proceedings](#cc10001_item_3._legal_proceedings)] [added: Proceedings](#cc73901_item_3._legal_proceedings)] | | [removed: [19](#cc10001_item_3._legal_proceedings)] [added: [19](#cc73901_item_3._legal_proceedings)] |

| [Item [removed: 4.](#cc10001_item_4._mine_safety_disclosures)] [added: 4.](#cc73901_item_4._mine_safety_disclosures)] | | [Mine Safety [removed: Disclosures](#cc10001_item_4._mine_safety_disclosures)] [added: Disclosures](#cc73901_item_4._mine_safety_disclosures)] | | [removed: [19](#cc10001_item_4._mine_safety_disclosures)] [added: [20](#cc73901_item_4._mine_safety_disclosures)] |

| [Item [removed: 5.](#ce10001_item_5._market_for_registrant___ite04666)] [added: 5.](#ce73901_item_5._market_for_registrant___ite04666)] | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ce10001_item_5._market_for_registrant___ite04666)] [added: Securities](#ce73901_item_5._market_for_registrant___ite04666)] | | [removed: [20](#ce10001_item_5._market_for_registrant___ite04666)] [added: [21](#ce73901_item_5._market_for_registrant___ite04666)] |

| [Item [removed: 6.](#ce10001_item_6._selected_financial_data)] [added: 6.](#ce73901_item_6._selected_financial_data)] | | [Selected Financial [removed: Data](#ce10001_item_6._selected_financial_data)] [added: Data](#ce73901_item_6._selected_financial_data)] | | [removed: [20](#ce10001_item_6._selected_financial_data)] [added: [21](#ce73901_item_6._selected_financial_data)] |

| [Item [removed: 7.](#ce10001_item_7._management_s_discussio__ite03668)] [added: 7.](#ce73901_item_7._management_s_discussio__ite03668)] | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ce10001_item_7._management_s_discussio__ite03668)] [added: Operations](#ce73901_item_7._management_s_discussio__ite03668)] | | [removed: [20](#ce10001_item_7._management_s_discussio__ite03668)] [added: [21](#ce73901_item_7._management_s_discussio__ite03668)] |

| [Item [removed: 7A.](#ce10001_item_7a._quantitative_and_qual__ite02669)] [added: 7A.](#ce73901_item_7a._quantitative_and_qual__ite02669)] | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ce10001_item_7a._quantitative_and_qual__ite02669)] [added: Risk](#ce73901_item_7a._quantitative_and_qual__ite02669)] | | [removed: [20](#ce10001_item_7a._quantitative_and_qual__ite02669)] [added: [21](#ce73901_item_7a._quantitative_and_qual__ite02669)] |

| [Item [removed: 8](#ce10001_item_8._financial_statements_and_supplementary_data)] [added: 8](#ce73901_item_8._financial_statements_and_supplementary_data)] | | [Financial Statements and Supplementary [removed: Data](#ce10001_item_8._financial_statements_and_supplementary_data)] [added: Data](#ce73901_item_8._financial_statements_and_supplementary_data)] | | [removed: [20](#ce10001_item_8._financial_statements_and_supplementary_data)] [added: [21](#ce73901_item_8._financial_statements_and_supplementary_data)] |

| [Item [removed: 9.](#ce10001_item_9._changes_in_and_disagre__ite03576)] [added: 9.](#ce73901_item_9._changes_in_and_disagre__ite03576)] | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ce10001_item_9._changes_in_and_disagre__ite03576)] [added: Disclosure](#ce73901_item_9._changes_in_and_disagre__ite03576)] | | [removed: [21](#ce10001_item_9._changes_in_and_disagre__ite03576)] [added: [22](#ce73901_item_9._changes_in_and_disagre__ite03576)] |

| [Item [removed: 9A.](#ce10001_item_9a._controls_and_procedures)] [added: 9A.](#ce73901_item_9a._controls_and_procedures)] | | [Controls and [removed: Procedures](#ce10001_item_9a._controls_and_procedures)] [added: Procedures](#ce73901_item_9a._controls_and_procedures)] | | [removed: [21](#ce10001_item_9a._controls_and_procedures)] [added: [22](#ce73901_item_9a._controls_and_procedures)] |

| [Item [removed: 9B.](#ce10001_item_9b._other_information)] [added: 9B.](#ce73901_item_9b._other_information)] | | [Other [removed: Information](#ce10001_item_9b._other_information)] [added: Information](#ce73901_item_9b._other_information)] | | [removed: [21](#ce10001_item_9b._other_information)] [added: [22](#ce73901_item_9b._other_information)] |

| [ PART [removed: III](#ce10001_part_iii)] [added: III](#ce73901_part_iii)] | | | | |

| [Item [removed: 10.](#ce10001_item_10._directors,_executive___ite02315)] [added: 10.](#ce73901_item_10._directors,_executive___ite02315)] | | [Directors, Executive Officers, and Corporate [removed: Governance](#ce10001_item_10._directors,_executive___ite02315)] [added: Governance](#ce73901_item_10._directors,_executive___ite02315)] | | [removed: [22](#ce10001_item_10._directors,_executive___ite02315)] [added: [23](#ce73901_item_10._directors,_executive___ite02315)] |

| [Item [removed: 11.](#cg10001_item_11._executive_compensation)] [added: 11.](#cg73901_item_11._executive_compensation)] | | [Executive [removed: Compensation](#cg10001_item_11._executive_compensation)] [added: Compensation](#cg73901_item_11._executive_compensation)] | | [removed: [24](#cg10001_item_11._executive_compensation)] [added: [25](#cg73901_item_11._executive_compensation)] |

| [Item [removed: 12.](#cg10001_item_12._security_ownership_of__ite04004)] [added: 12.](#cg73901_item_12._security_ownership_of__ite04004)] | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#cg10001_item_12._security_ownership_of__ite04004)] [added: Matters](#cg73901_item_12._security_ownership_of__ite04004)] | | [removed: [24](#cg10001_item_12._security_ownership_of__ite04004)] [added: [25](#cg73901_item_12._security_ownership_of__ite04004)] |

| [Item [removed: 13.](#cg10001_item_13._certain_relationships__ite03067)] [added: 13.](#cg73901_item_13._certain_relationships__ite03067)] | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#cg10001_item_13._certain_relationships__ite03067)] [added: Independence](#cg73901_item_13._certain_relationships__ite03067)] | | [removed: [24](#cg10001_item_13._certain_relationships__ite03067)] [added: [25](#cg73901_item_13._certain_relationships__ite03067)] |

| [Item [removed: 14.](#cg10001_item_14._principal_accounting_fees_and_services)] [added: 14.](#cg73901_item_14._principal_accounting_fees_and_services)] | | [Principal Accounting Fees and [removed: Services](#cg10001_item_14._principal_accounting_fees_and_services)] [added: Services](#cg73901_item_14._principal_accounting_fees_and_services)] | | [removed: [24](#cg10001_item_14._principal_accounting_fees_and_services)] [added: [25](#cg73901_item_14._principal_accounting_fees_and_services)] |

| [Item [removed: 15.](#cg10001_item_15._exhibits,_financial_statement_schedules)] [added: 15.](#cg73901_item_15._exhibits,_financial_statement_schedules)] | | [Exhibits, Financial Statement [removed: Schedules](#cg10001_item_15._exhibits,_financial_statement_schedules)] [added: Schedules](#cg73901_item_15._exhibits,_financial_statement_schedules)] | | [removed: [25](#cg10001_item_15._exhibits,_financial_statement_schedules)] [added: [26](#cg73901_item_15._exhibits,_financial_statement_schedules)] |

| [Item [removed: 16.](#cg10001_item_16._form_10-k_summary)] [added: 16.](#cg73901_item_16._form_10-k_summary)] | | [Form 10-K [removed: Summary](#cg10001_item_16._form_10-k_summary)] [added: Summary](#cg73901_item_16._form_10-k_summary)] | | [removed: [25](#cg10001_item_16._form_10-k_summary)] [added: [26](#cg73901_item_16._form_10-k_summary)] |

| [removed: [Power of Attorney](#dk10001_power_of_attorney)] | | [added: [Power of Attorney](#Pow)] | | [removed: [34](#dk10001_power_of_attorney)] [added: [35](#Pow)] |

10-K 1 a2237793z10-k.htm 10-K

[TABLE OF CONTENT](#bg73901_table_of_content)

2018 10-K

| | | | | | | |

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

| [PART I](#ca73901_part_i) | | | | |

| [ PART II](#ce73901_part_ii) | | | | |

| [ PART IV](#cg73901_part_iv) | | | | |

| | | [Signatures](#Sig) | | [34](#Sig) |

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

2017 10-K

(Check one):

| | | | | |

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

Emerging growth company o

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

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

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

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

As of December [removed: 30, 2017,] [added: 29, 2018,] we operated manufacturing facilities in excess of 100,000 square feet in the locations listed below.

| Foreign | | Turnhout, [removed: Belgium;] [added: Belgium] and Kunshan, Shanghai and [removed: Zhouzhou,] [added: Zhuozhou,] 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: Boston, Massachusetts;] Mentor, Ohio; [added: Hong Kong and] Kunshan, China; and Oegstgeest, the Netherlands.

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

LGM Segment

RBIS Segment

IHM Segment

Label and Graphic Materials Segment

Retail Branding and Information Solutions Segment

Industrial and Healthcare Materials Segment

We did not sell any unregistered securities during the fourth quarter of [removed: 2017.][added: 2018.]

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: 2017] [added: 2018] are listed in the table below.

The periods shown are our fiscal periods during the thirteen-week quarter ended December [removed: 30, 2017.][added: 29, 2018.]

In April 2017, our Board authorized the repurchase of [added: additional] shares of our common stock with a fair market value of up to $650 million, exclusive of any fees, commissions or other expenses related to such purchases.

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

Our common stock is listed under the ticker symbol "AVY" on the New York Stock Exchange.

| September 30, 2018 – October 27, 2018 | | 318.9 | | $100.72 | | 318.9 | | |

| October 28, 2018 – November 24, 2018 | | 1,023.2 | | 91.62 | | 1,023.2 | | |

| November 25, 2018 – December 29, 2018 | | 1,004.0 | | 91.61 | | 1,004.0 | | |

| Total | | 2,346.1 | | $92.85 | | 2,346.1 | | $232.4 |

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

| 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 |

Selected financial data for each of our last five fiscal years appears under "Five-year Summary" in our [removed: 2017] [added: 2018] Annual Report and is incorporated herein by reference.

The information called for by this Item is contained in our [removed: 2017] [added: 2018] Annual Report (including the Consolidated Financial Statements and the Notes thereto, Statement of Management Responsibility for [added: 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.

Under the supervision and with the participation of our management, including our Chief Executive Officer and the Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in _Internal Control [removed: —] [added: –] Integrated Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December [removed: 30, 2017.][added: 29, 2018.]

(See Management's Report on Internal Control Over Financial Reporting contained in our [removed: 2017] [added: 2018] 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: 30, 2017] [added: 29, 2018] 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: 2017] [added: 2018] Annual Report, which is also incorporated herein by reference.

We are in the process of investing in information technology to upgrade the systems in our RBIS [removed: segment.][added: and LGM segments.]

Processes affected by [removed: this implementation] [added: these implementations] include, among other things, order management, pricing, shipping, purchasing, general accounting and planning.

Other than the system implementation [removed: 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 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.

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: 26, 2018] [added: 25, 2019] (our "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: 2018] [added: 2019] Proxy Statement.

The information concerning any late filings under Section 16(a) of the Exchange Act is incorporated by reference from our [removed: 2018] [added: 2019] Proxy Statement.

The information called for by this Item concerning our Audit and Finance Committee is incorporated by reference from our [removed: 2018] [added: 2019] Proxy Statement.

| Name and Position | | Age | | Served as Executive Officer since | | Former Positions within Past Five Years/ [removed: Prior] [added: Officer] Positions with Avery Dennison | | |

| Mitchell R. Butier | | [removed: 46] [added: 47] | | March 2007 | | 2015-2016 | | President and Chief Operating Officer |

| [added: Vice President, Controller and Chief Accounting Officer] | | | | | | [removed: 2005-2010] | | [removed: President and Chief Executive Officer] |

| Gregory S. Lovins | | [removed: 45] [added: 46] | | March 2017 | | 2017 | | Vice President and Interim Chief |

| Lori J. Bondar | | [removed: 57] [added: 58] | | June 2010 | | 2008-2010 | | Vice President and Controller |

| Georges Gravanis | | [removed: 60] [added: 61] | | May 2015 | | 2015-2016 | | President, Materials Group |

| | | | | | | 2004-2006 | | Vice President and General Manager, [added: Roll Materials Europe Southern Region] |

| Anne Hill | | [removed: 58] [added: 59] | | May 2007 | | [added: N/A] | | [added: N/A] |

| Senior Vice President and [added: Chief Human Resources Officer] | | | | | | | | |

| Susan C. Miller | | [removed: 58] [added: 59] | | March 2008 | | 2008-2009 | | Senior Vice President and |

| Deon Stander | | [removed: 49] [added: 50] | | August 2016 | | 2013-2015 | | Vice President and General Manager, |

| Vice President and | | | | | | | | Global Commercial and Innovation, [added: RBIS] |

| [removed: Retail Branding] [added: General Manager,] | | | | | | 2010-2012 | | Vice President and [added: General Manager,] |

| [removed: Solutions] [added: Retail Branding and] | | | | | | | | Global Commercial RBIS |

| Information Solutions | | | | | | | | |

| Dean A. Scarborough | | 62 | | August 1997 | | 2014-2016 | | Chairman and Chief Executive Officer |

| Executive Chairman(2) | | | | | | 2010-2014 | | Chairman, President and Chief Executive Officer |

| | | | | | | 2000-2005 | | President and Chief Operating Officer |

| Vice President, Controller and | | | | | | | | |

| Chief Accounting Officer | | | | | | | | |

| | | | | | | | | Roll Materials Europe Southern Region |

| Chief Human Resources Officer | | | | | | | | |

| General Manager, | | | | | | | | RBIS |

| and Information | | | | | | | | General Manager, |

| Michael Johansen | | 52 | | December 2016 | | 2015-2016 | | Vice President & General Manager, |

| Vice President and | | | | | | | | Performance Tapes |

| General Manager, | | | | | | 2010-2015 | | Vice President & General Manager, |

| Industrial and Healthcare | | | | | | | | RBIS Sourcing Regions & Supply Chain |

| Materials | | | | | | | | |

(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.

The information called for by this Item is incorporated by reference from our [removed: 2018] [added: 2019] Proxy Statement.

The information called for by this Item is incorporated by reference from our [removed: 2018] [added: 2019] Proxy Statement.

The information called for by this Item is incorporated by reference from our [removed: 2018] [added: 2019] Proxy Statement.

The information called for by this Item is incorporated by reference from our [removed: 2018] [added: 2019] Proxy Statement.

[added: |] Data incorporated by reference from the attached portions of the [removed: 2017] [added: 2018] Annual Report to Shareholders of Avery Dennison Corporation: [added: | | |]

| [removed: |] Consolidated Financial Statements: | | |

| [removed: |] Consolidated Balance Sheets as of December [removed: 30, 2017] [added: 29, 2018] and December [removed: 31, 2016] [added: 30, 2017] | | |

| [removed: |] Consolidated Statements of Income for [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] | | |

| [removed: |] Consolidated Statements of Comprehensive Income for [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] | | |

| [removed: |] Consolidated Statements of Shareholders' Equity for [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] | | |

| [removed: |] Consolidated Statements of Cash Flows for [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] | | |

| [removed: |] Notes to Consolidated Financial Statements | | |

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

| [removed: |] 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 [removed: 2017] [added: 2018] Annual Report to Shareholders is not to be deemed "filed" as part of this report.

For the Year Ended December [removed: 30, 2017][added: 29, 2018]

| [removed: 3.1(ii)†] [added: 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 |

| 4.6 | | [Officers' Certificate establishing [removed: two series of] Securities entitled [removed: "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 |

| 4.16 | | [Fourth Supplemental Indenture, dated as of March 3, 2017, between Registrant and The Bank of New York Mellon Trust Company, N.A. [added: ("BNY Mellon")] as Trustee (including Form of 1.250% Senior Notes due 2025 on Exhibit A thereto)](http://www.sec.gov/Archives/edgar/data/8818/000110465917014095/a17-6848_4ex4d2.htm) | | 4.2 | | Current Report on Form 8-K, filed March 3, 2017 |

| 10.16* | | [Amended and Restated Stock Option and Incentive Plan ("Equity [removed: Plan")](http://www.sec.gov/Archives/edgar/data/8818/000119312512106393/d262340ddef14a.htm)] [added: Plan")](http://www.sec.gov/Archives/edgar/data/8818/000119312512106393/d262340ddef14a.htm#tx262340_65)] | | A | | 2012 Proxy Statement on Schedule 14A, filed March 9, 2012 |

| [removed: 10.17] [added: 10.17*] | | [First Amendment to Equity Plan](http://www.sec.gov/Archives/edgar/data/8818/000104746915001200/a2223154zex-10_20.htm) | | 10.20 | | 2014 Annual Report on Form 10-K, filed February 25, 2015 |

| 10.18* | | [2017 Incentive Award Plan ("2017 [removed: Plan")](http://www.sec.gov/Archives/edgar/data/8818/000104746917001451/a2231126zdef14a.htm)] [added: Plan")](http://www.sec.gov/Archives/edgar/data/8818/000104746917001451/a2231126zdef14a.htm#AppB)] | | B | | 2018 Proxy Statement on Schedule 14A, filed March 10, 2017 |

| [removed: 10.29*†] [added: 10.29*] | | [Amended and Restated Key Executive Change of Control Severance [removed: Plan](https://www.sec.gov/Archives/edgar/data/8818/000104746918000931/a2234573zex-10_29.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/8818/000104746918000931/a2234573zex-10_29.htm)] | | [removed: N/A] [added: 10.29] | | [removed: N/A] [added: 2017 Annual Report on Form 10-K, filed February 21, 2018] |

| [removed: 10.30*†] [added: 10.30*] | | [Amended and Restated Executive Severance [removed: Plan](https://www.sec.gov/Archives/edgar/data/8818/000104746918000931/a2234573zex-10_30.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/8818/000104746918000931/a2234573zex-10_30.htm)] | | [removed: N/A] [added: 10.30] | | [removed: N/A] [added: 2017 Annual Report on Form 10-K, filed February 21, 2018] |

| [removed: 10.31*†] [added: 10.31*] | | [Form of Executive Severance [removed: Agreement](https://www.sec.gov/Archives/edgar/data/8818/000104746918000931/a2234573zex-10_31.htm)] [added: Agreement](http://www.sec.gov/Archives/edgar/data/8818/000104746918000931/a2234573zex-10_31.htm)] | | [removed: N/A] [added: 10.31] | | [removed: N/A] [added: 2017 Annual Report on Form 10-K, filed February 21, 2018] |

| 10.43* | | [Offer Letter to [removed: Dean A. Scarborough](http://www.sec.gov/Archives/edgar/data/8818/000110465916117169/a16-6174_1ex10d1.htm)] [added: Mitchell R. Butier](http://www.sec.gov/Archives/edgar/data/8818/000110465916117169/a16-6174_1ex10d2.htm)] | | [removed: 10.1] [added: 10.2] | | Quarterly Report on Form 10-Q, filed May 3, 2016 |

| 10.44* | | [removed: [Offer] [added: [Localization] Letter to [removed: Mitchell R. Butier](http://www.sec.gov/Archives/edgar/data/8818/000110465916117169/a16-6174_1ex10d2.htm)] [added: Georges Gravanis](http://www.sec.gov/Archives/edgar/data/8818/000110465916136110/a16-11475_1ex10d1.htm)] | | [removed: 10.2] [added: 10.1] | | Quarterly Report on Form 10-Q, filed [removed: May 3,] [added: August 2,] 2016 |

| 10.45* | | [removed: [Localization] [added: [Offer] Letter to [removed: Georges Gravanis](http://www.sec.gov/Archives/edgar/data/8818/000110465916136110/a16-11475_1ex10d1.htm)] [added: Gregory S. Lovins](http://www.sec.gov/Archives/edgar/data/8818/000110465917028832/a17-7379_1ex10d1.htm)] | | 10.1 | | Quarterly Report on Form 10-Q, filed [removed: August] [added: May] 2, [removed: 2016] [added: 2017] |

| 10.46* | | [Offer Letter to Gregory S. [removed: Lovins](http://www.sec.gov/Archives/edgar/data/8818/000110465917028832/a17-7379_1ex10d1.htm)] [added: Lovins](http://www.sec.gov/Archives/edgar/data/8818/000110465917048434/a17-13273_1ex10d1.htm)] | | 10.1 | | Quarterly Report on Form 10-Q, filed [removed: May 2,] [added: August 1,] 2017 |

| 13† | | [Portions of Annual Report to Shareholders for fiscal year ended December [removed: 30, 2017](https://www.sec.gov/Archives/edgar/data/8818/000104746918000931/a2234573zex-13.htm)] [added: 29, 2018](https://www.sec.gov/Archives/edgar/data/8818/000104746919000747/a2237793zex-13.htm)] | | N/A | | N/A |

| 21† | | [List of [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/8818/000104746918000931/a2234573zex-21.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/8818/000104746919000747/a2237793zex-21.htm)] | | N/A | | N/A |

| 23† | | [Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/8818/000104746918000931/a2234573zex-23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/8818/000104746919000747/a2237793zex-23.htm)] | | N/A | | N/A |

| 24† | | [Power of Attorney (see Signatures — Power of [removed: Attorney)](#PO)] [added: Attorney)](#Pow)] | | N/A | | N/A |

| 31.1† | | [Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/8818/000104746918000931/a2234573zex-31_1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/8818/000104746919000747/a2237793zex-31_1.htm)] | | N/A | | N/A |

| 31.2† | | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/8818/000104746918000931/a2234573zex-31_2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/8818/000104746919000747/a2237793zex-31_2.htm)] | | N/A | | N/A |

| 32.1†† | | [Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/8818/000104746918000931/a2234573zex-32_1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/8818/000104746919000747/a2237793zex-32_1.htm)] | | N/A | | N/A |

| 32.2†† | | [Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/8818/000104746918000931/a2234573zex-32_2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/8818/000104746919000747/a2237793zex-32_2.htm)] | | N/A | | N/A |

[removed: SIGNATURES][added: SIGNATURES]

Dated: February [removed: 21, 2018][added: 27, 2019]

POWER OF [removed: ATTORNEY][added: ATTORNEY]

[removed: KNOW ALL PERSONS BY THESE PRESENTS, that each] [added: Each] person whose signature appears below does hereby constitute and appoint Gregory S.

| /s/ Mitchell R. Butier Mitchell R. Butier | | | | President, Chief Executive Officer, and Director | | February [removed: 21, 2018] [added: 27, 2019] |

| /s/ Gregory S. Lovins Gregory S. Lovins | | | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | February [removed: 21, 2018] [added: 27, 2019] |

| /s/ Lori J. Bondar Lori J. Bondar | | | | Vice President, Controller, and Chief Accounting Officer (Principal Accounting Officer) | | February [removed: 21, 2018] [added: 27, 2019] |

| | | |

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

| 4.17 | | [Fifth Supplemental Indenture, dated as of December 6, 2018, between Registrant and BNY Melon, as Trustee (including Form of 4.875% Senior Notes due 2028 on Exhibit A thereto)](http://www.sec.gov/Archives/edgar/data/8818/000110465918071629/a18-41196_1ex4d2.htm) | | 4.2 | | Current report on Form 8-K, filed December 6, 2018 |

| /s/ Mark J. Barrenechea Mark J. Barrenechea | | | | Director | | February 27, 2019 |

| | | | |

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

| 10.47* | | [Offer Letter to Gregory S. Lovins](http://www.sec.gov/Archives/edgar/data/8818/000110465917048434/a17-13273_1ex10d1.htm) | | 10.1 | | Quarterly Report on Form 10-Q, filed August 2, 2017 |

| 12† | | [Computation of Ratio of Earnings to Fixed Charges](https://www.sec.gov/Archives/edgar/data/8818/000104746918000931/a2234573zex-12.htm) | | N/A | | N/A |