Avery Dennison (AVY) 10-K risk factor changes: FY2019 vs FY2018

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

[removed: _The] [added: The] demand for our products is impacted by the effects of, and changes in, worldwide economic, political and market conditions, which could have a material adverse effect on our [removed: business._][added: business.]

In [removed: 2018,] [added: 2019,] approximately 77% of our sales were from international operations.

Macroeconomic developments such as slower growth in the geographic regions in which we operate, the restructuring of European sovereign and other debt obligations, the [removed: continuing uncertainty surrounding the exit] [added: impact] of the United [removed: Kingdom ("UK")] [added: Kingdom’s (“UK’s”) exit] from the European Union [added: on January 31, 2020] (commonly known as [removed: "Brexit"),] [added: “Brexit”),] and uncertainty in the global credit or financial markets leading to 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 [removed: the value of] [added: those associated with] the euro, Chinese [removed: renminbi,] [added: Yuan (renminbi),] and [removed: Argentine peso] [added: Brazilian real] in [removed: 2018,] [added: 2019,] 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: During 2018,] [added: Over] the [added: past few years, the] U.S. government [added: has] imposed [added: additional] tariffs on products imported into the U.S. This [added: has] resulted in reciprocal tariffs on goods imported from the U.S. into China, the European Union, Mexico, Canada, and [removed: a few] [added: certain] other countries.

These countries [removed: could] [added: may continue to] retaliate by imposing similar tariffs or restrictions on products [removed: exported] [added: imported] from the U.S. Any of these actions or further developments in [removed: U.S.] [added: international] trade relations could have a material adverse effect on our business.

In addition, business and operational disruptions or delays caused by political, social or economic instability and unrest – such as civil, political and economic disturbances in [removed: countries] [added: places] such as Russia, Ukraine, Syria, Iraq, Iran, Turkey, North [removed: Korea] [added: Korea, Hong Kong,] and [added: Chile 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: _As] [added: 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 offset [added: increases in] raw material and labor costs.

Raw material cost increases could materially adversely affect our [removed: business._][added: business.]

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

In 2018, we [removed: announced] [added: implemented] targeted price increases in our LGM segment in all regions to address raw material [removed: inflation.][added: inflation that moderated in 2019.]

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

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

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

We are [removed: 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 [added: advance the circular economy and] 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.

[removed: There] [added: These efforts may result in additional costs and there] can be no assurance that [removed: these efforts] [added: they] will be successful, and a significant reduction in the use of plastic packaging could materially adversely affect demand for our products.

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

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

In [removed: 2016,] [added: recent years,] we completed the acquisition of the European business of Mactac, a leading manufacturer of high-quality pressure-sensitive materials serving several graphics, specialty labels and industrial tapes segments, for $220 million.

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

[removed: Although we did not make any acquisitions in 2018,] [added: In addition,] we continued to evaluate potential targets and ensure we have a robust pipeline of acquisition opportunities.

Both before and after the closing of an acquisition, our business and [removed: those] [added: that] of the acquired company [removed: or companies] may suffer due to uncertainty or diversion of management attention.

[removed: There can be no assurance that any acquisitions will be successful and contribute to our profitability and] [added: Further,] we may not be able to identify value-accretive targets [added: that support our strategy of increasing our exposure to high value product categories] or execute additional acquisitions in the future.

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

[removed: _We] [added: We] outsource some of our manufacturing.

If there are significant changes in the quality control or financial or business condition of these outsourced manufacturers, our business could be negatively [removed: impacted._][added: impacted.]

[removed: _Our] [added: 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, in [removed: 2018,] [added: 2019,] the substantial majority of our sales 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; [removed: materially] [added: material] adverse effects of changes in exchange rates for foreign currencies; [added: inflation; reduced protection of intellectual property rights;] 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 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 [removed: UK's] [added: 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: _Our] [added: Our] reputation, sales, and earnings could be materially adversely affected if the quality of our products and services does not meet customer expectations.

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

In addition to the risk of substantial monetary judgments and penalties that could have a material adverse effect on our business, product liability claims or regulatory actions could result in negative publicity that could [removed: harm our reputation in the marketplace and the value of our brands.]

[removed: _Changes] [added: Changes] in our business strategies may increase our costs and could affect the profitability of our [removed: businesses._][added: businesses.]

In addition, we have initiated restructuring and investment actions across our businesses designed to increase profitability, such as the restructuring of the European footprint of our LGM business, which began in 2018 and [removed: continues] [added: continued] in [removed: 2019.][added: 2019, and actions taken in our IHM segment in 2019 to improve speed, reduce complexity and lower costs.]

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

[removed: An increasing] [added: A significant] amount of our sales [removed: are] [added: is] derived from emerging markets, including countries in Asia, Latin America and Eastern Europe.

For example, while China and other emerging markets continued to contribute positively to our results in [removed: 2018,] [added: 2019,] we believe that local economic conditions negatively impacted our results in China for the [removed: year.][added: year, most notably in our IHM segment with the decline in automotive production.]

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

Our ability to operate in China [added: or other emerging markets] may be adversely affected by changes in [removed: Chinese] [added: the] laws and regulations [added: of these jurisdictions] 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.

The impacts on our operations to date have been insignificant although there was some volatility in the timing of purchases by the retailers served by our RBIS segment in light of trade-related uncertainty during 2019.

A substantial amount of our label materials are sold for use in plastic packaging in the food, beverage, and home and personal care market segments.

In recent years, there has been an accelerated focus on sustainability and transparency in reporting, with greater consumer concern regarding climate change and single-use plastics, corporate commitments regarding the reuse and recyclability of plastic packaging and recycled content, and increased regulation across multiple geographies regarding the collection, recycling and use of recycled content.

For example, in 2019, sales growth in our LGM segment was relatively low in North America and Europe due in part to share losses related to pricing actions we took in late 2018 and early 2019 to offset higher raw material costs .

In addition, a novel strain of coronavirus emerged in December 2019 beginning in Wuhan, Hubei Province, China, and, in January 2020, the World Health Organization declared the novel coronavirus a Public Health Emergency of International Concern.

As a result, many of our manufacturing and other operations in China experienced limited production and/or closure in early 2020.

In addition, many of our employees in the region have been unable to travel within and outside of the region.

This outbreak of contagious disease, as well as any other adverse public health developments – particularly in Asia where approximately 60% of our employees are located and a significant portion of our sales are generated – could have a material adverse effect on our business as our sales to customers in China (including Hong Kong) were approximately 20% of our net sales in 2019.

There could be further restrictions on our ability to travel or disruptions in our supply chain or ability to manufacture our products, as well as temporary closures of our facilities or those of our suppliers or customers, any of which could impact our sales and operating results.

Although the outbreak originated in China, cases have been confirmed in other countries as well.

The extent to which the novel coronavirus will impact our results is dependent on future developments, which are uncertain and unpredictable.

Any widespread health crisis could adversely affect the economies and financial markets in impacted countries, potentially leading to an economic downturn that could adversely affect demand for our products and negatively impact our business.

We expect that the coronavirus will adversely impact our first quarter and full year 2020 results; while we will take measures to try to mitigate this impact, there can be no assurance that these actions will be able to partially or fully offset the impact.

Although we did not make any acquisitions in 2019, in November 2019, we announced a definitive agreement to acquire Smartrac’s Transponder (RFID Inlay) Division for approximately $250 million (€225 million), subject to certain closing and post-closing adjustments.

We expect that acquisition to be completed in the first quarter of 2020.

Future acquisitions could result in debt, dilution, liabilities, increased interest expense, restructuring charges and amortization expenses related to intangible assets.

There can be no assurance that acquisitions will be successful and contribute to our profitability.

A significant consolidation of our customer base could negatively impact our business.

A significant consolidation of our customer base could negatively impact our business.

For example, some converter customers served by our LGM segment have consolidated and integrated vertically.

Some of our largest customers have acquired companies with similar or complementary product lines.

This consolidation could increase the concentration of our business with our largest customers.

Further consolidation may be accompanied by pressure from customers for lower prices.

While we have generally been successful at managing customer consolidations, increased pricing pressures from our customers could have a material adverse effect on our business.

harm our reputation in the marketplace and the value of our brands.

We recently increased our pace of capital investment to support our long-term growth and margin expansion plans.

management efficiencies and consolidate our manufacturing footprint.

The OECD and the European Commission continue to issue proposals that may change various aspects of the existing framework under which our tax liabilities are determined.

If we do not meet the criteria required to retain or renew these tax incentives, our effective tax rate could increase.

Additionally, in 2019,

we completed the application for an intellectual property-based tax incentive in response to a historical tax incentive that was phased out due to a change in foreign tax law.

Our provision for income taxes in 2019 reflected the related tax benefit of this incentive based on our best estimate while our request for a tax ruling from the foreign tax authority is pending.

We continue to evaluate opportunities to optimize our future tax benefits.

A significant portion of our indefinite-lived net operating loss carryforwards is concentrated in Luxembourg and may require decades to be fully utilized under our current business model.

personal information regarding our customers and employees.

We regularly review the effectiveness of our cybersecurity preparedness program using an industry standard cybersecurity framework and best practices (e.g., ISO27000, NIST 800).

In addition, the President of our LGM segment ceased serving in that capacity at the end of 2019.

We cannot guarantee that we will continue to repurchase shares of our common stock or pay dividends on our common stock or that repurchases will enhance long-term stockholder value.

Changes in our levels of stock repurchases or dividends could affect our stock price and increase its volatility.

In April 2019, our Board authorized the repurchase of shares of our common stock with a fair market value of up to $650 million, in addition to the amount of shares that were available for repurchase under a previous authorization.

The impacts on our operations to date have been insignificant.

Shortages

For example, in 2016, we announced a program loss in personal care tapes that had a significant negative impact on the results of our IHM segment in 2016 and 2017.

is an example.

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

The TCJA significantly changed the income taxation of U.S. corporations by, among other things, reducing the federal corporate income tax rate, eliminating domestic manufacturing deductions, limiting deductions of interest expense and executive compensation, adopting elements of a modified territorial tax system by providing a dividend received deduction for certain distributions from foreign subsidiaries, 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 anti-base erosion provisions.

The full impact of these changes on our state and local corporate taxes, which often use federal taxable income as a starting point for computing state and local tax liabilities, continues to develop.

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.

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.

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.

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 2016, we incurred approximately $41 million in non-cash charges in connection with the lump-sum settlement of certain pension obligations to terminated vested employees in our U.S. pension plan, which reduced our pension liability by approximately $70 million.

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.

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

Under an LDI strategy, the assets are invested in a diversified portfolio that consists primarily of investment grade fixed income securities and cash.

This strategy is intended to more closely match the liabilities of the plan.

The investment objective of the portfolio is to improve the funded status of the plan; as funded status reaches certain trigger points, the portfolio moves to a more conservative asset allocation, hedging more of the interest rate risk of the plan's liabilities.

The investment portfolio is designed to hedge the plan's liabilities and balance risk and return within the limits of prudent risk-taking and Section 404 of the Employee Retirement Income Security Act of 1974, as amended.

The costs of complying with these laws could materially adversely affect our business._

The information called for by this Item appears under [removed: "Management's] [added: “Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations"] [added: Operations”] in our [removed: 2018] [added: 2019] Annual Report and is incorporated herein by reference.

The information called for by this Item is contained under [removed: "Market-Sensitive] [added: ”Market-Sensitive] Instruments and Risk [removed: Management"] [added: Management”] in [removed: "Management's] [added: “Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations"] [added: Operations”] in our [removed: 2018] [added: 2019] Annual Report and incorporated herein by reference.

[removed: Company Background][added: Company Background]

Our website address provided in this [added: Annual Report on] Form 10-K is not intended to function as a hyperlink and the information on our website is not, nor should it be considered, part of this report or incorporated by reference into this report.

[removed: Business] [added: Business] Overview and Reportable [removed: Segments][added: Segments]

Our reportable segments for fiscal year [removed: 2018] [added: 2019] were:

[added: | | ● |] Label and Graphic Materials [removed: ("LGM");][added: (“LGM”); |]

[added: | | ● |] Retail Branding and Information Solutions [removed: ("RBIS");] [added: (“RBIS”);] and [added: |]

[added: | | ● |] Industrial and Healthcare Materials [removed: ("IHM").][added: (“IHM”). |]

In [removed: 2018,] [added: 2019,] the LGM, RBIS, and IHM segments made up approximately [removed: 68%, 22%] [added: 67%, 23%] and 10%, respectively, of our total sales.

In [removed: 2018,] [added: 2019,] international operations constituted a substantial majority of our business, representing approximately 77% of our sales.

As of December [removed: 29, 2018,] [added: 28, 2019,] we operated approximately 180 manufacturing and distribution facilities worldwide with [removed: approximately] [added: more than] 30,000 employees [removed: and operations] in over 50 countries.

[removed: LGM Segment][added: LGM Segment]

They are [added: then] sold in roll or sheet form with either solid or patterned adhesive [removed: coatings, and are available] [added: coatings] in a wide range of face materials, sizes, thicknesses and adhesive properties.

[added: 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 that 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 and offer] [added: adhesives, while offering] aesthetic and other advantages over alternative technologies.

We provide sign shops, commercial printers and designers a broad range of pressure-sensitive materials to enable [removed: them to create] [added: the creation of] impactful and informative brand and decorative graphics.

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

We believe that our technical expertise, size and scale of operations, broad line of quality products and service programs, distribution capabilities, brand strength, and [removed: new] product innovation are the primary advantages in maintaining and further developing our competitive position.

[removed: RBIS Segment][added: RBIS Segment]

[removed: RBIS] [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.

We believe that our global distribution network, reliable service, product quality and consistency, and ability to serve customers consistently with comprehensive solutions [removed: wherever] [added: close to where] they manufacture are the key advantages in maintaining and further developing our competitive position.

[removed: IHM Segment][added: IHM Segment]

Our IHM segment manufactures and sells Fasson®-brand and Avery Dennison®-brand tapes and [removed: fasteners, VanciveTM\-brand medical] [added: other] pressure-sensitive [removed: adhesive (PSA) based] [added: adhesive-based] materials and [added: converted] products, [added: mechanical fasteners,] and performance polymers.

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

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

We believe that [added: entry of competitors is limited by technical knowledge and capital requirements, and that] our technical expertise, size and scale of operations, broad line of [removed: quality products] [added: high-quality, cost-effective solutions] and [removed: new] product innovation are the most significant advantages in maintaining and further developing our competitive position in this business.

[removed: Research] [added: Research] and [removed: Development][added: Development]

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

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

[removed: Patents,] [added: Patents,] Trademarks and [removed: Licenses][added: Licenses]

[removed: Manufacturing] [added: Manufacturing] and Environmental [removed: Matters][added: Matters]

Based on current information, we do not believe that the cost of complying with applicable laws regulating the [added: emission or] discharge of materials into the environment, or otherwise relating to the protection of the environment, will have a material effect upon our capital expenditures, consolidated financial position or results of operations.

[removed: Available Information][added: Available Information]

We also make available on our website our (i) Amended and Restated Certificate of [removed: Incorporation,] [added: Incorporation;] (ii) Amended and Restated [removed: Bylaws,] [added: Bylaws;] (iii) Corporate Governance [removed: Guidelines,] [added: Guidelines;] (iv) Code of Conduct, which applies to our directors, officers and [removed: employees,] [added: employees;] (v) Code of Ethics for [removed: the] [added: our] Chief Executive Officer and Senior Financial [removed: Officers,] [added: Officers;] (vi) charters of the Audit and Finance, Compensation and Executive Personnel, and Governance and Social Responsibility Committees of our Board of [removed: Directors,] [added: Directors;] and (vii) Audit Committee Complaint Procedures for Accounting and Auditing Matters.

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

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

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

Our pressure-sensitive adhesive-based materials are available in roll form and in a wide range of face materials, sizes, thicknesses and adhesive properties.

These materials and converted products are used in non-mechanical fastening, bonding and sealing systems for various automotive, electronics, building and construction, general industrial, personal care, and medical applications.

This website address is not intended to function as a hyperlink and the information located there is not, nor should it be considered, part of this report or incorporated by reference into this report.

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

Our tape products include coated tapes and adhesive transfer tapes that are sold for use in non-mechanical fastening, bonding and sealing systems.

These tapes and fasteners are sold worldwide to original equipment manufacturers and their suppliers.

The tapes are available in roll form and in a wide range of face materials, sizes, thicknesses and adhesive properties, and are 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, converters, clinicians, and patients for surgical, wound and skin care, ostomy, diagnostic, electromedical and wearable device applications.

We believe that entry of competitors into this field is limited by technical knowledge and capital requirements.

For Vancive products, we compete with a variety of specialized medical tapes and converted products suppliers ranging from start-ups to multinational companies.

We believe that entry into the medical solutions business is limited by capital and regulatory requirements.

They range from smaller regional competitors to multinational companies.

We believe that entry into this business is limited by capital requirements and technical knowledge.

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 position.

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.

As of December [removed: 29, 2018,] [added: 28, 2019,] we have been designated by the U.S. Environmental Protection Agency [removed: ("EPA")] [added: (“EPA”)] and/or other responsible state agencies as a potentially responsible party [removed: ("PRP")] [added: (“PRP”)] at [removed: thirteen] [added: eleven] 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 [removed: the] [added: these] sites has been agreed upon.

[added: Because of the uncertainties] associated with environmental assessment and remediation activities, [added: our] 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: 29, 2018,] [added: 28, 2019,] our accrued liability associated with environmental remediation was [removed: $20] [added: $21.4] million.

See Note 8, [removed: "Contingencies,"] [added: “Contingencies,”] in the Notes to Consolidated Financial Statements contained in our [removed: 2018] [added: 2019] Annual Report for more information, which is incorporated herein by reference.

Because of the uncertainties

UNITED STATES SECURITIES AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: WASHINGTON,] [added: WASHINGTON,] DC 20549

[removed: FORM 10-K][added: FORM 10-K]

[added: ☒]         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) [added: OF THE SECURITIES EXCHANGE ACT OF 1934]

[added: ☐        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)] OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year [removed: ended December 29, 2018][added: ended December 28, 2019]

Commission file [removed: number 1-7685][added: number 1-7685]

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

[removed: _(Exact] [added: (Exact] Name of Registrant as Specified in Its [removed: Charter)_][added: Charter)]

| Delaware | [removed: |] 95-1492269 |

| _(State of Incorporation)_ | [removed: |] _(I.R.S. Employer Identification No.)_ |

| 207 Goode [removed: Avenue Glendale, California _(Address] [added: AvenueGlendale, California_(Address] of Principal Executive Offices)_ | [removed: | 91203 _(Zip Code) _] [added: 91203_(Zip Code)_] |

[removed: Registrant's] [added: Registrant’s] telephone number, including area [removed: code:][added: code:]

[removed: (626) 304-2000][added: (626) 304-2000]

| Title of Each Class | | [added: Trading Symbol(s) | |] Name of each exchange on which registered |

| Common stock, $1 par value | [added: ​] | [added: AVY | ​ |] New York Stock Exchange |

Securities registered pursuant to Section 12(g) of the [removed: Act:][added: Act:]

[removed: Not] [added: Not] applicable.

Yes [removed: þ] [added: ☒]  No [removed: o][added: ☐]

Yes [removed: o] [added: ☐]  No [removed: þ][added: ☒]

| Large accelerated filer [removed: þ |] [added: ☒] | Accelerated filer [removed: o |] [added: ◻] | Non-accelerated filer [removed: o |] [added: ◻] | Smaller reporting company [removed: o Emerging growth company o] [added: ☐] |

The aggregate market value of voting and non-voting common equity held by non-affiliates as of June [removed: 30, 2018,] [added: 29, 2019,] the last business day of the [removed: registrant's] [added: registrant’s] most recently completed second fiscal quarter, was [removed: $8,878,483,404.][added: $9,664,727,657.]

Number of shares of common stock, $1 par value, outstanding as of February [removed: 23, 2019,] [added: 22, 2020,] the end of the [removed: registrant's] [added: registrant’s] most recent fiscal month: [removed: 83,980,757.][added: 83,297,552.]

| Document | | [added: |] Incorporated by reference into: | [added: | | | | | | | | |]

| Portions of Annual Report to Shareholders for fiscal year ended December [removed: 29, 2018] [added: 28, 2019] (filed as Exhibit 13 hereto) | | [added: ​ |] Parts I, II | [added: | | | | | | | | |]

| Portions of Definitive Proxy Statement for Annual Meeting of Stockholders to be held on April [removed: 25, 2019] [added: 23, 2020] | | [added: ​ |] Parts III, IV | [added: | | | | | | | | |]

FISCAL YEAR [removed: 2018] [added: 2019] ANNUAL REPORT ON FORM 10-K

| [removed: | |] [added: ​] | [added: ​] | Page |

[removed: | [PART I](#ca73901_part_i) | | | | |][added: PART I]

| [Item [removed: 1.](#ca73901_item_1._business) | | [Business](#ca73901_item_1._business)] [added: 1.](#Item1BUSINESS_590696)] | [added: [Business](#Item1BUSINESS_590696)] | [removed: [1](#ca73901_item_1._business)] [added: 1] |

| [Item [removed: 1A.](#ca73901_item_1a._risk_factors) |] [added: 1A.](#Item1ARISKFACTORS_939301)] | [Risk [removed: Factors](#ca73901_item_1a._risk_factors) |] [added: Factors](#Item1ARISKFACTORS_939301)] | [removed: [5](#ca73901_item_1a._risk_factors)] [added: 4] |

| [Item [removed: 1B.](#cc73901_item_1b._unresolved_staff_comments) |] [added: 1B.](#Item1BUNRESOLVEDSTAFFCOMMENTS_335335)] | [Unresolved Staff [removed: Comments](#cc73901_item_1b._unresolved_staff_comments) |] [added: Comments](#Item1BUNRESOLVEDSTAFFCOMMENTS_335335)] | [removed: [18](#cc73901_item_1b._unresolved_staff_comments)] [added: 17] |

| [Item [removed: 2.](#cc73901_item_2._properties) | | [Properties](#cc73901_item_2._properties)] [added: 2.](#Item2PROPERTIES_952363)] | [added: [Properties](#Item2PROPERTIES_952363)] | [removed: [19](#cc73901_item_2._properties)] [added: 18] |

| [Item [removed: 3.](#cc73901_item_3._legal_proceedings) |] [added: 3.](#Item3LEGALPROCEEDINGS_152046)] | [Legal [removed: Proceedings](#cc73901_item_3._legal_proceedings) |] [added: Proceedings](#Item3LEGALPROCEEDINGS_152046)] | [removed: [19](#cc73901_item_3._legal_proceedings)] [added: 18] |

| [Item [removed: 4.](#cc73901_item_4._mine_safety_disclosures) |] [added: 4.](#Item4MINESAFETYDISCLOSURES_167375)] | [Mine Safety [removed: Disclosures](#cc73901_item_4._mine_safety_disclosures) |] [added: Disclosures](#Item4MINESAFETYDISCLOSURES_167375)] | [removed: [20](#cc73901_item_4._mine_safety_disclosures)] [added: 19] |

| [Item [removed: 5.](#ce73901_item_5._market_for_registrant___ite04666) |] [added: 5.](#Item5MARKETFORREGISTRANTSCOMMONEQUITYREL)] | [Market for [removed: Registrant's] [added: Registrant’s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ce73901_item_5._market_for_registrant___ite04666) |] [added: Securities](#Item5MARKETFORREGISTRANTSCOMMONEQUITYREL)] | [removed: [21](#ce73901_item_5._market_for_registrant___ite04666)] [added: 20] |

| [Item [removed: 6.](#ce73901_item_6._selected_financial_data) |] [added: 6.](#Item6SELECTEDFINANCIALDATA_491110)] | [Selected Financial [removed: Data](#ce73901_item_6._selected_financial_data) |] [added: Data](#Item6SELECTEDFINANCIALDATA_491110)] | [removed: [21](#ce73901_item_6._selected_financial_data)] [added: 20] |

| [Item [removed: 7.](#ce73901_item_7._management_s_discussio__ite03668) |] [added: 7.](#Item7MANAGEMENTSDISCUSSIONANDANALYSISOFF)] | [removed: [Management's] [added: [Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ce73901_item_7._management_s_discussio__ite03668) |] [added: Operations](#Item7MANAGEMENTSDISCUSSIONANDANALYSISOFF)] | [removed: [21](#ce73901_item_7._management_s_discussio__ite03668)] [added: 20] |

| [Item [removed: 7A.](#ce73901_item_7a._quantitative_and_qual__ite02669) |] [added: 7A.](#Item7AQUANTITATIVEANDQUALITATIVEDISCLOSU)] | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ce73901_item_7a._quantitative_and_qual__ite02669) |] [added: Risk](#Item7AQUANTITATIVEANDQUALITATIVEDISCLOSU)] | [removed: [21](#ce73901_item_7a._quantitative_and_qual__ite02669)] [added: 20] |

| [Item [removed: 8](#ce73901_item_8._financial_statements_and_supplementary_data) |] [added: 8](#Item8FINANCIALSTATEMENTSANDSUPPLEMENTARY)] | [Financial Statements and Supplementary [removed: Data](#ce73901_item_8._financial_statements_and_supplementary_data) |] [added: Data](#Item8FINANCIALSTATEMENTSANDSUPPLEMENTARY)] | [removed: [21](#ce73901_item_8._financial_statements_and_supplementary_data)] [added: 20] |

2019 10-K

or

For the transition period from              to

| ​ | ​ |

| --- | --- |

| *​* | *​* |

| ​ | ​ | ​ | ​ | ​ |

| 1.25% Senior Notes due 2025 | ​ | AVY25 | ​ | New York Stock Exchange |

Yes ☒  No ☐

Yes ☒  No ☐

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

| ​ | ​ | ​ | Emerging growth company ☐ |

Yes  ☐   No ☒

| ​ | ​ | | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

​

| ​ | ​ | |

| [PART I](#PARTI_803659) | ​ | |

| [PART II](#PARTII_196461) | ​ | |

| [PART IV](#PARTIV_163375) | ​ | |

| ​ | [Signatures](#SIGNATURES_656101) | 31 |

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

Use these links to rapidly review the document

[TABLE OF CONTENT](#bg73901_table_of_content)

2018 10-K

| | | |

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

| | | | | | | |

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

| | | | | |

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

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

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

PART I

As of December [removed: 29, 2018,] [added: 28, 2019,] we operated manufacturing facilities in excess of 100,000 square feet in the [added: segments and] locations listed below.

[removed: LGM Segment][added: LGM Segment]

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

[removed: RBIS Segment][added: RBIS Segment]

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

[removed: IHM Segment][added: IHM Segment]

| Foreign | [added: ​] | Turnhout, Belgium and Kunshan, Shanghai and Zhuozhou, China |

We consider all our properties, whether owned or leased, suitable and adequate for our [removed: present] [added: current] needs.

Owned buildings and plant equipment are insured against major losses from fire and other usual business risks, subject to [added: applicable] deductibles.

| | ​ | |

| | ​ | |

| | ​ | |

| | | |

[removed: PART] [added: PART] II

[added: (a)]   Our common stock is listed under the ticker symbol [removed: "AVY"] [added: “AVY”] on the New York Stock Exchange.

We did not sell [added: securities in] any unregistered [removed: securities] [added: transactions] during the fourth quarter of [removed: 2018.][added: 2019.]

[added: (b)]   Not applicable.

[added: (c)]   Repurchases of Equity Securities by Issuer

Repurchases by us or our [removed: "affiliated purchasers"] [added: “affiliated purchasers”] (as defined in Rule 10b-18(a)(3) of the Exchange Act) of registered equity securities in the [removed: three fiscal months of the] fourth quarter of [removed: 2018] [added: 2019] are [removed: listed] [added: shown] in the table below.

| [removed: Period(1)] [added: Period(1)] | | Total number of [removed: shares purchased(2)] [added: shares purchased(2)] | | Average price paid per share | | [added: |] Total number [removed: of shares] [added: of shares] purchased as part of [removed: publicly announced plans(2)(3)] [added: publicly announced plans(2)(3)] | | Approximate dollar value of shares [removed: that may] [added: that may] yet be [removed: purchased under] [added: purchased under] the [removed: plans(4)] [added: plans(4)] | [added: | |]

[added: | (1) |] The periods shown are our fiscal periods during the thirteen-week quarter ended December [removed: 29, 2018.][added: 28, 2019. |]

[added: | (2) |] Shares in thousands. [added: |]

[added: | (3) |] In April [removed: 2017,] [added: 2019,] our Board authorized the repurchase of [removed: 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 [removed: purchases.][added: purchases, in addition to the amount outstanding under our previous $650 million Board authorization pursuant to which repurchases were made in the periods shown in the table above. Board authorizations remain in effect until shares in the amount authorized thereunder have been repurchased. |]

[added: | (4) |] Dollars in millions. [added: |]

We had 4,397 shareholders of record as of December 28, 2019, the last day of our fiscal year.

| | ​ | | ​ | | | ​ | | ​ | ​ | ​ | ​ |

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

| September 29, 2019 – October 26, 2019 | ​ | 96.9 | ​ | $ | 113.51 | ​ | 96.9 | ​ | ​ | ​ | ​ |

| October 27, 2019 – November 23, 2019 | ​ | 80.0 | ​ | ​ | 130.58 | ​ | 80.0 | ​ | ​ | ​ | ​ |

| November 24, 2019 – December 28, 2019 | ​ | 92.0 | ​ | ​ | 130.44 | ​ | 92.0 | ​ | ​ | ​ | ​ |

| Total | ​ | 268.9 | ​ | $ | 124.38 | ​ | 268.9 | ​ | $ | 644.7 | ​ |

| --- | --- |

| --- | --- |

| --- | --- |

| --- | --- |

(a)

(b)

(c)

| | | | | | | | | |

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

| 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 |

(1)

(2)

(3)

The Board authorization will remain in effect until shares in the amount authorized thereunder have been repurchased.

(4)

Selected financial data for each of our last five fiscal years appears under [removed: "Five-year Summary"] [added: “Five-year Summary”] in our [removed: 2018] [added: 2019] Annual Report and is incorporated herein by reference.

The information called for by this Item is contained in our [removed: 2018] [added: 2019] Annual Report (including the Consolidated Financial Statements and the Notes thereto, Statement of Management Responsibility for Financial Statements and [removed: Management's] [added: Management’s] Report on Internal Control Over Financial Reporting, and the Report of Independent Registered Public Accounting Firm) and incorporated herein by reference.

[removed: _Disclosure Controls and Procedures._] As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) of the Exchange Act).

Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December [removed: 29, 2018.][added: 28, 2019.]

(See [removed: Management's] [added: Management’s] Report on Internal Control Over Financial Reporting contained in our [removed: 2018] [added: 2019] Annual Report, which is incorporated herein by reference.)

[removed: Management's] [added: Management’s] assessment of the effectiveness of our internal control over financial reporting as of December [removed: 29, 2018] [added: 28, 2019] 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: 2018] [added: 2019] Annual Report, which is also incorporated herein by reference.

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

_Disclosure Controls and Procedures_.

During 2019, we implemented a new enterprise resource planning system in several locations of our Label and Graphic Materials business in North America.

Where appropriate, we have made changes to related internal controls over our financial reporting.

We are in the process of investing in information technology to upgrade the systems in our RBIS and LGM segments.

Where appropriate, we are reviewing related internal controls and making changes.

[removed: PART] [added: PART] III

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: 25, 2019] [added: 23, 2020] (our [removed: "2018] [added: “2020] Proxy [removed: Statement"),] [added: 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: 2019] [added: 2020] Proxy Statement.

The information concerning any late filings under Section 16(a) of the Exchange Act is incorporated by reference from our [removed: 2019] [added: 2020] Proxy Statement.

The information called for by this Item concerning our Audit and Finance Committee is incorporated by reference from our [removed: 2019] [added: 2020] Proxy Statement.

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

| Mitchell R. Butier | | [removed: 47] [added: 48] | | March 2007 | | [removed: 2015-2016] [added: 2016-2019] | | President and Chief [removed: Operating] [added: Executive] Officer | [added: ​ |]

| [removed: President and] [added: Chief Executive Officer] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | 2014-2015 | [added: ​] | President, Chief Operating Officer and | [added: ​ |]

| [removed: Chief Executive Officer] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | Chief Financial Officer | [added: ​ |]

| [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | 2010-2014 | [added: ​] | Senior Vice President and | [added: ​ |]

| [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | Chief Financial Officer | [added: ​ |]

| [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | 2007-2010 | [added: ​] | Vice President, Global Finance and | [added: ​ |]

| [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | Chief Accounting Officer | [added: ​ |]

| [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | 2004-2006 | [added: ​] | Vice President, Finance, Retail Branding | [added: ​ |]

| [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | and Information Solutions | [added: ​ |]

| Gregory S. Lovins | [added: ​] | [removed: 46] [added: 47] | [added: ​] | March 2017 | [added: ​] | 2017 | [added: ​] | Vice President and Interim Chief | [added: ​ |]

| Senior Vice President and | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | Financial Officer | [added: ​ |]

| Chief Financial Officer | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | 2016-2017 | [added: ​] | Vice President and Treasurer | [added: ​ |]

| [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | 2011-2016 | [added: ​] | Vice President, Global Finance, | [added: ​ |]

| [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | Materials Group | [added: ​ |]

| Lori J. Bondar | [added: ​] | [removed: 58] [added: 59] | [added: ​] | June 2010 | [added: ​] | [removed: 2008-2010] [added: 2010-2020] | [added: ​] | Vice [removed: President and] [added: President,] Controller [added: and] | [added: ​ |]

| Vice President, [removed: Controller] [added: Controller, Treasurer] and Chief Accounting Officer | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​ 2008-2010] | [added: ​] | [added: Chief Accounting Officer Vice President and Controller] | [added: ​ |]

| Georges Gravanis [added: (2)] | [added: ​] | [removed: 61] [added: 62] | [added: ​] | May 2015 | [added: ​] | 2015-2016 | [added: ​] | President, Materials Group | [added: ​ |]

| President, | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | 2010-2015 | [added: ​] | Vice President and General Manager, | [added: ​ |]

| Label and Graphic Materials | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | Materials Group Asia Pacific | [added: ​ |]

| [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | 2006-2010 | [added: ​] | Vice President of Sales, | [added: ​ |]

| [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | Roll Materials Europe | [added: ​ |]

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

| Anne Hill | [added: ​] | [removed: 59] [added: 60] | [added: ​] | May 2007 | [added: ​] | N/A | [added: ​] | N/A | [added: ​ |]

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

| Susan C. Miller | [added: ​] | [removed: 59] [added: 60] | [added: ​] | March 2008 | [added: ​] | 2008-2009 | [added: ​] | Senior Vice President and | [added: ​ |]

| Senior Vice President, | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | General Counsel | [added: ​ |]

| General Counsel and Secretary | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | 2007-2008 | [added: ​] | Vice President and General Counsel | [added: ​ |]

| [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | 1998-2006 | [added: ​] | Assistant General Counsel | [added: ​ |]

| Deon Stander | [added: ​] | [removed: 50] [added: 51] | [added: ​] | August 2016 | [added: ​] | 2013-2015 | [added: ​] | Vice President and General Manager, | [added: ​ |]

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

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

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

[added: | (1) |] Officers are generally elected on the date of our annual stockholder meeting to serve a one-year term and until their successors are duly elected and qualified. [added: |]

​

INFORMATION ABOUT OUR EXECUTIVE OFFICERS(1)

| | | | | | | | | | |

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

| Chairman, President and | | | | | | 2015-2016 | | President and Chief Operating Officer | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- |

| (2) | Ceased serving as an executive officer on December 31, 2019 |

| --- | --- |

EXECUTIVE OFFICERS OF AVERY DENNISON(1)

| | | | | | | | | |

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

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

(1)

The information called for by this Item is incorporated by reference from our [removed: 2019] [added: 2020] Proxy Statement.

The information called for by this Item is incorporated by reference from our [removed: 2019] [added: 2020] Proxy Statement.

The information called for by this Item is incorporated by reference from our [removed: 2019] [added: 2020] Proxy Statement.

The information called for by this Item is incorporated by reference from our [removed: 2019] [added: 2020] Proxy Statement.

[removed: PART] [added: PART] IV

​

[added: | | (1) |] Financial statements filed as part of this report are listed on the accompanying Index to Financial Statements. [added: |]

[added: | | (2) |] All financial statement schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto. [added: |]

[added: | | (3) |] Exhibits filed as a part of this report are listed on the accompanying Exhibit Index. [added: Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K is identified as such on the Exhibit Index. |]

[removed: Each management] [added: | * | Management] contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K [removed: is identified as such on the Exhibit Index and incorporated herein by reference.][added: pursuant to Item 15(b) of Form 10-K. |]

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

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

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

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

​

AVERY DENNISON CORPORATION

INDEX TO FINANCIAL STATEMENTS

Data incorporated by reference from the attached portions of the 2019 Annual Report to Shareholders of Avery Dennison Corporation:

| Consolidated Financial Statements: | ​ |

| --- | --- |

| Consolidated Balance Sheets as of December 28, 2019 and December 29, 2018 | ​ |

| Consolidated Statements of Income for 2019, 2018 and 2017 | ​ |

| Consolidated Statements of Comprehensive Income for 2019, 2018 and 2017 | ​ |

| Consolidated Statements of Shareholders’ Equity for 2019, 2018 and 2017 | ​ |

| Consolidated Statements of Cash Flows for 2019, 2018 and 2017 | ​ |

| 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 2019 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 28, 2019

| | ​ | | ​ | | ​ | |

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

| 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 Securities entitled “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 |

| 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 |

| 4.11 | ​ | [First Supplemental Indenture, dated as of November 20, 2007, between Registrant and Bank of NY](http://www.sec.gov/Archives/edgar/data/8818/000095015007000050/a35886exv4w3.htm) | ​ | 4.3 | ​ | Current Report on Form 8-K, filed November 20, 2007 |

| 4.12 | ​ | [Second Supplemental Indenture, dated as of April 13, 2010, between Registrant and Bank of NY](http://www.sec.gov/Archives/edgar/data/8818/000095012310034339/v55773exv4w2.htm) | ​ | 4.2 | ​ | Current Report on Form 8-K, filed April 13, 2010 |

| 4.13 | ​ | [Form of 5.375% Senior Notes due 2020](http://www.sec.gov/Archives/edgar/data/8818/000095012310034339/v55773exv4w2.htm) | ​ | 4.2 | ​ | Current Report on Form 8-K, filed April 13, 2010 |

(1)

(2)

(3)

[removed: AVERY DENNISON CORPORATION][added: | ​ | | Avery Dennison Corporation | |]

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

[removed: SIGNATURES][added: SIGNATURES]

| [removed: |] [added: ​] | By: | [removed: |] /s/ | [removed: |] Gregory S. Lovins |

| [removed: | |] [added: ​] | [added: ​] | Gregory S. Lovins Senior Vice President and Chief Financial Officer | | [removed: |]

Dated: February [removed: 27, 2019][added: 26, 2020]

| Signature | [removed: | | |] Title | [removed: |] Date |

| /s/ Mitchell R. Butier Mitchell R. Butier | [removed: | | |] [added: Chairman,] President, [added: and] Chief Executive [removed: Officer, and Director |] [added: Officer] | February [removed: 27, 2019] [added: 26, 2020] |

| /s/ Gregory S. Lovins Gregory S. Lovins | [removed: | | |] Senior Vice President and Chief Financial Officer (Principal Financial Officer) | [removed: |] February [removed: 27, 2019] [added: 26, 2020] |

| /s/ Lori J. Bondar Lori J. Bondar | [removed: | | |] Vice President, Controller, [added: Treasurer] and Chief Accounting Officer (Principal Accounting Officer) | [removed: |] February [removed: 27, 2019] [added: 26, 2020] |

| /s/ Bradley A. Alford Bradley A. Alford | [removed: | | |] Director | [removed: |] February [removed: 27, 2019] [added: 26, 2020] |

| /s/ Anthony K. Anderson Anthony K. Anderson | [removed: | | |] Director | [removed: |] February [removed: 27, 2019] [added: 26, 2020] |

| /s/ Peter K. Barker Peter K. Barker | [removed: | | |] Director | [removed: |] February [removed: 27, 2019] [added: 26, 2020] |

| /s/ Mark J. Barrenechea Mark J. Barrenechea | [removed: | | |] Director | [removed: |] February [removed: 27, 2019] [added: 26, 2020] |

| /s/ Ken C. Hicks Ken C. Hicks | [removed: | | |] Director | [removed: |] February [removed: 27, 2019] [added: 26, 2020] |

| /s/ Andres A. Lopez Andres A. Lopez | [removed: | | |] Director | [removed: |] February [removed: 27, 2019] [added: 26, 2020] |

| /s/ David E. I. Pyott David E. I. Pyott | [removed: | | |] Director | [removed: |] February [removed: 27, 2019] [added: 26, 2020] |

| /s/ Patrick T. Siewert Patrick T. Siewert | [removed: | | |] Director | [removed: |] February [removed: 27, 2019] [added: 26, 2020] |

| /s/ Julia A. Stewart Julia A. Stewart | [removed: | | |] Director | [removed: |] February [removed: 27, 2019] [added: 26, 2020] |

| /s/ Martha N. Sullivan Martha N. Sullivan | [removed: | | |] Director | [removed: |] February [removed: 27, 2019] [added: 26, 2020] |

| ​ | | | |

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

| ​ | ​ | ​ | |

​

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| ​ | ​ | ​ |

| | | |

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

| Signature | Title | Date |

| ​ | ​ | ​ |

| ​ | ​ | ​ |

| ​ | ​ | ​ |

| ​ | ​ | ​ |

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| ​ | ​ | ​ |

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| ​ | ​ | ​ |

| ​ | ​ | ​ |

INDEX TO FINANCIAL STATEMENTS

| Data incorporated by reference from the attached portions of the 2018 Annual Report to Shareholders of Avery Dennison Corporation: | | |

| Consolidated Financial Statements: | | |

| Consolidated Balance Sheets as of December 29, 2018 and December 30, 2017 | | |

| Consolidated Statements of Income for 2018, 2017 and 2016 | | |

| Consolidated Statements of Comprehensive Income for 2018, 2017 and 2016 | | |

| Consolidated Statements of Shareholders' Equity for 2018, 2017 and 2016 | | |

| Consolidated Statements of Cash Flows for 2018, 2017 and 2016 | | |

| 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 2018 Annual Report to Shareholders is not to be deemed "filed" as part of this report.

EXHIBIT INDEX

For the Year Ended December 29, 2018

| | | | | | | |

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

| 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 Securities entitled "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 |

| 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 |

| 4.11 | | [First Supplemental Indenture, dated as of November 20, 2007, between Registrant and Bank of NY](http://www.sec.gov/Archives/edgar/data/8818/000095015007000050/a35886exv4w3.htm) | | 4.3 | | Current Report on Form 8-K, filed November 20, 2007 |

| 4.12 | | [Second Supplemental Indenture, dated as of April 13, 2010, between Registrant and Bank of NY](http://www.sec.gov/Archives/edgar/data/8818/000095012310034339/v55773exv4w2.htm) | | 4.2 | | Current Report on Form 8-K, filed April 13, 2010 |

| 4.13 | | [Form of 5.375% Senior Notes due 2020](http://www.sec.gov/Archives/edgar/data/8818/000095012310034339/v55773exv4w2.htm) | | 4.2 | | Current Report on Form 8-K, filed April 13, 2010 |

| 4.14 | | [Third Supplemental Indenture, dated as of April 8, 2013, between Registrant and Bank of NY](http://www.sec.gov/Archives/edgar/data/8818/000110465913027681/a13-9684_1ex4d2.htm) | | 4.2 | | Current Report on Form 8-K, filed April 8, 2013 |

| 4.15 | | [Form of 3.35% Senior Notes due 2023](http://www.sec.gov/Archives/edgar/data/8818/000110465913027681/a13-9684_1ex4d2.htm) | | 4.2 | | Current Report on Form 8-K, filed April 8, 2013 |

| 4.16 | | [Fourth Supplemental Indenture, dated as of March 3, 2017, between Registrant and The Bank of New York Mellon Trust Company, N.A. ("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 |

| 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 |

| 10.1 | | [Amended and Restated Credit Agreement, dated as of February 8, 2008, among ADOPC, Registrant, Bank of America, N.A. and Banc of America Securities LLC and JP Morgan Securities Inc. ("ADOPC Credit Agreement")](http://www.sec.gov/Archives/edgar/data/8818/000095013408014388/v42547exv10w1.htm) | | 10.1 | | Quarterly Report on Form 10-Q, filed August 7, 2008 |

| 10.2 | | [Second Amendment to ADOPC Credit Agreement, dated as of January 23, 2009](http://www.sec.gov/Archives/edgar/data/8818/000095013409001107/v51159exv99w4.htm) | | 99.4 | | Current Report on Form 8-K, filed January 27, 2009 |

| 10.3 | | [Fourth Amended and Restated Credit Agreement, dated as of November 8, 2017, by and among Registrant, Bank of America, N.A., Citibank, N.A. and JPMorgan Chase Bank, N.A. and the other lenders party thereto](http://www.sec.gov/Archives/edgar/data/8818/000110465917067315/a17-26279_1ex10d1.htm) | | 10.1 | | Current Report on Form 8-K, filed November 9, 2017 |