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2016 10-K


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

Commission file number 1-7685

AVERY DENNISON CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware   95-1492269
(State of Incorporation)   (I.R.S. Employer Identification No.)

207 Goode Avenue
Glendale, California
(Address of Principal Executive Offices)

 

91203
(Zip Code)

Registrant's telephone number, including area code:
(626) 304-2000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
 
Name of each exchange on which registered
Common stock, $1 par value   New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
Not applicable.

         Indicate by a check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ    No o

         Indicate by a check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o    No þ

         Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ    No o

         Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted 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 and post such files). Yes þ    No o

         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. þ

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ   Accelerated filer o                   Non-accelerated filer o
(do not check if a smaller reporting company)
  Smaller reporting company o

         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o    No þ

         The aggregate market value of voting and non-voting common equity held by non-affiliates as of July 2, 2016, the last business day of the registrant's most recently completed second fiscal quarter, was $6,414,034,778.

         Number of shares of common stock, $1 par value, outstanding as of January 28, 2017, the end of the registrant's most recent fiscal month: 88,123,603.

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

Document
 
Incorporated by reference into:

Portions of Annual Report to Shareholders for fiscal year ended December 31, 2016

 

Parts I, II

Portions of Definitive Proxy Statement for Annual Meeting of Stockholders to be held on April 27, 2017

  Parts III, IV

   


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AVERY DENNISON CORPORATION

FISCAL YEAR 2016 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

 
   
  Page
PART I        
Item 1.   Business   1
Item 1A.   Risk Factors   5
Item 1B.   Unresolved Staff Comments   18
Item 2.   Properties   18
Item 3.   Legal Proceedings   18
Item 4.   Mine Safety Disclosures   19

PART II

 

 

 

 
Item 5.   Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities   20
Item 6.   Selected Financial Data   20
Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations   20
Item 7A.   Quantitative and Qualitative Disclosures About Market Risk   20
Item 8   Financial Statements and Supplementary Data   21
Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   21
Item 9A.   Controls and Procedures   21
Item 9B.   Other Information   21

PART III

 

 

 

 
Item 10.   Directors, Executive Officers, and Corporate Governance   22
Item 11.   Executive Compensation   24
Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   24
Item 13.   Certain Relationships and Related Transactions, and Director Independence   24
Item 14.   Principal Accounting Fees and Services   24

PART IV

 

 

 

 
Item 15.   Exhibits, Financial Statement Schedules   25
Signatures   26
Power of Attorney   27

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PART I

Item 1.        BUSINESS

Company Background

        Avery Dennison Corporation ("Avery Dennison," the "Company," "Registrant," or "Issuer," which are 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 that had been incorporated in 1946. In 1990, we merged one of our subsidiaries into Dennison Manufacturing Company ("Dennison"), as a result of which Dennison became our wholly-owned subsidiary and in connection with which our name was changed to Avery Dennison Corporation. You can learn more about us by visiting our website at www.averydennison.com. Our website address provided in this 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.

Business Overview and Reportable Segments

        Our businesses include the production of pressure-sensitive materials and a variety of tickets, tags, labels and other converted products. Some pressure-sensitive materials are sold to label printers and converters that convert the materials into labels and other products through embossing, printing, stamping and die-cutting. Some materials are sold by us in converted form as tapes and reflective sheeting. 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 services, which we market to retailers, apparel manufacturers, and brand owners.

        In the fourth quarter of 2016, we changed our operating structure to align with our overall business strategy, and our Chief Executive Officer, who is also our chief operating decision maker, requested changes in the information that he regularly reviews for purposes of allocating resources and assessing performance. As a result of these events, our fiscal year 2016 results are reported based on our new reportable segments described below and in Note 15, "Segment Information." We have reclassified certain prior period amounts to reflect our new operating structure.

        Our reportable segments for fiscal year 2016 were:

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

        In 2016, the LGM, RBIS, and IHM segments made up approximately 69%, 24% and 7%, respectively, of our total sales.

        In 2016, international operations constituted a substantial majority of our business, representing approximately 75% of our sales. As of December 31, 2016, we operated approximately 180 manufacturing and distribution facilities worldwide and had operations in over 50 countries.

Label and Graphic Materials Segment

        Our LGM segment manufactures and sells Fasson®-, JAC®-, and Avery Dennison®-brand pressure-sensitive label and packaging materials, Avery Dennison®- and Mactac®-brand graphics, and Avery

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Dennison®-brand reflective products. The business of this segment tends not to be seasonal, except for certain outdoor graphics and reflective products.

        Pressure-sensitive materials consist primarily of papers, plastic films, metal foils and fabrics, which are coated with company-developed and purchased adhesives, and then laminated with specially coated backing papers and films. They are sold in roll or sheet form with either solid or patterned adhesive coatings, and are available in a wide range of face materials, sizes, thicknesses and adhesive properties.

        A pressure-sensitive, or self-adhesive, material is one that adheres to a surface by press-on contact. 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. When the products are to be used, the release coating and protective backing are removed, exposing the adhesive so that the label or other face material may be pressed or rolled into place. 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 adhesives.

        Label and packaging materials are sold worldwide to label converters for labeling, decorating, and special applications in the home and personal care, beer and beverage, durables, pharmaceutical, wine and spirits, and food market segments. When used in package decoration applications, the visual appeal of self-adhesive materials can help increase sales of the products on which the materials are applied. Self-adhesive materials are also used to convey a variety of variable information, such as bar codes for mailing or weight and price information for packaged meats and other foods. Self-adhesive materials provide consistent and versatile adhesion and are available in a large selection of materials, which can be made into labels of varying sizes and shapes.

        Our graphics and reflective products include a variety of films and other products that are sold to the architectural, commercial sign, digital printing, and other related market segments. We also sell durable cast and reflective films to the construction, automotive, and fleet transportation market segments and reflective films for traffic and safety applications. We provide sign shops, commercial printers and designers a broad range of pressure-sensitive materials to enable them to create impactful and informative brand and decorative graphics. We have an array of pressure-sensitive vinyl and specialty materials designed for digital imaging, screen printing and sign cutting applications.

        In the LGM segment, our larger competitors in label and packaging materials include Raflatac, a subsidiary of UPM-Kymmene Corporation, Lintec Corporation; Ritrama, Inc., Flexcon Corporation, Inc., and various regional firms. For graphics and reflective products, our largest competitors are 3M Company ("3M") and the Orafol Group. We believe that entry of competitors into the field of pressure-sensitive adhesives and materials is limited by technical knowledge and capital requirements. We believe that our technical expertise, size and scale of operations, broad line of quality products and service programs, distribution capabilities, brand strength, and new product innovation are the primary advantages in maintaining and further developing our competitive position.

Retail Branding and Information Solutions Segment

        Our RBIS segment designs, manufactures and sells a wide variety of branding and information solutions to retailers, brand owners, apparel manufacturers, distributors and industrial customers on a global basis. This segment experiences some seasonality, with higher volume generally in advance of the spring, fall (back-to-school), and holiday shipping periods. In recent years, as the apparel industry has moved to more frequent seasonal updates, this segment has experienced less seasonality than in previous years.

        The branding solutions of RBIS include creative services, brand embellishments, graphic tickets, tags, and labels, and sustainable packaging. RBIS information solutions include item-level RFID solutions,

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visibility and loss prevention solutions; price ticketing and marking; care, content, and country of origin compliance solutions; and brand protection and security solutions.

        In the RBIS segment, our primary competitors include Checkpoint Systems, Inc., a subsidiary of CCL Industries Inc., R-pac International Corporation, and SML Group Limited. We believe that our global distribution network, reliable service, product quality and consistency, and ability to serve customers consistently with comprehensive solutions wherever they manufacture are the key advantages in maintaining and further developing our competitive position.

Industrial and Healthcare Materials Segment

        Our IHM segment manufactures and sells Fasson®-brand and Avery Dennison®-brand tapes and fasteners, VanciveTM-brand medical pressure-sensitive adhesive (PSA) based materials and products, and performance polymers. Our tape products include coated tapes and adhesive transfer tapes that are sold for use in non-mechanical fastening, bonding and sealing systems. The mechanical fasteners are primarily precision extruded and injection-molded plastic devices used in various applications in automotive, industrial, and retail applications.

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

        Our Vancive-brand products include an array of PSA materials and products that address the needs of medical device manufacturers, clinicians, and patients for surgical, wound care, ostomy, and electromedical device applications.

        For tapes and bonding solutions, our primary competitors include 3M, Tesa-SE, Nitto Denko Corporation, and various regional firms. We believe that entry of competitors into this field is limited by technical knowledge and capital requirements. We believe that our technical expertise, size and scale of operations, broad line of quality products and new product innovation are the most significant advantages in maintaining and further developing our competitive position in this business. 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. For fastener products, there are a variety of competitors supplying extruded and injection molded fasteners and fastener attaching equipment. 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 positions.

Segment Financial Information

        Certain financial information on our reporting segments for fiscal years 2016, 2015, and 2014 appears in Note 15, "Segment Information," in the Notes to Consolidated Financial Statements contained in our 2016 Annual Report to Shareholders (our "2016 Annual Report") and is incorporated herein by reference. Certain prior period amounts have been reclassified to reflect our new reportable segments, as described above.

Foreign Operations

        Certain financial information about our sales by geographic area for fiscal years 2016, 2015, and 2014 appears in Note 15, "Segment Information," in the Notes to Consolidated Financial Statements contained in our 2016 Annual Report and is incorporated herein by reference.

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Working Capital

        Certain financial information about our working capital for fiscal years 2016, 2015, and 2014 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.

Research and Development

        Many of our current products are the result of our research and development efforts. Our research efforts are directed primarily toward developing new products and operating techniques and improving productivity and product performance, often in close association with customers. These efforts include patent and product development work relating to printing and coating technologies, as well as adhesive, release and ink chemistries. Additionally, we focus on research projects related to RFID in our RBIS segment and medical technologies in our IHM segment, for both of which we hold and license a number of patents.

        Our expenses for research and development were $89.7 million in 2016, $91.9 million in 2015, and $102.5 million in 2014.

Patents, Trademarks and Licenses

        The loss of individual patents or licenses would not be material to us taken as a whole, nor to our operating segments individually. Our principal trademarks are Avery Dennison, our logo, and Fasson. We believe these trademarks are strong in the market segments in which our products compete.

Manufacturing and Environmental Matters

        We use various raw materials – primarily paper, plastic films and resins, as well as specialty chemicals purchased from various commercial and industrial sources – that are subject to price fluctuations. Although shortages can occur from time to time, these raw materials are generally available.

        We produce a majority of our self-adhesive materials using water-based emulsion and hot-melt adhesive technologies. Emissions from these operations contain small amounts of volatile organic compounds, which are regulated by federal, state, local and foreign governments. We continue to evaluate the use of alternative materials and technologies to minimize these emissions.

        A portion of our manufacturing process for self-adhesive materials utilizes certain organic solvents which, unless controlled, could be emitted into the atmosphere or contaminate soil or groundwater. Emissions of and contamination by these substances are regulated by federal, state, local and foreign governments. In connection with the maintenance and acquisition of certain manufacturing equipment, we invest in solvent capture and control units to assist in regulating these emissions.

        We have developed adhesives and adhesive processing systems that minimize the use of solvents. Emulsion adhesives, hot-melt adhesives, and solventless and emulsion silicone systems have been installed in many of our facilities.

        Based on current information, we do not believe that the cost of complying with applicable laws regulating the 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.

        For information regarding our potential responsibility for cleanup costs at certain hazardous waste sites, see "Legal Proceedings" (Part I, Item 3) and "Management's Discussion and Analysis of Financial Condition and Results of Operations" (Part II, Item 7).

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Available Information

        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 electronic filing with or furnishing to the SEC. We also make available on our website our (i) Amended and Restated Certificate of Incorporation, (ii) Amended and Restated Bylaws, (iii) Corporate Governance Guidelines, (iv) Code of Conduct, which applies to our directors, officers and employees, (v) Code of Ethics for the Chief Executive Officer and Senior Financial Officers, (vi) charters of the Audit and Finance, Compensation and Executive Personnel, and Governance and Social Responsibility Committees of our Board of Directors, and (vii) Audit Committee Complaint Procedures for Accounting and Auditing Matters. These documents are also available free of charge by written request to Corporate Secretary, Avery Dennison Corporation, 207 Goode Avenue, Glendale, California 91203.

        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.

Item 1A.        RISK FACTORS

        The factors and risks discussed below, as well as the matters generally described in this Annual Report on Form 10-K and the documents incorporated herein by reference, could materially adversely affect our business, including our results of operations, cash flows and financial condition, and cause the value of our securities to decline. The risks described below are not exhaustive. Our ability to attain our goals and objectives is dependent on numerous factors and risks, including but not limited to, the ones described below:

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 business.

        In 2016, approximately 75% of our sales were from international operations. We have operations in over 50 countries and our domestic and international operations are strongly influenced by matters beyond our control, including changes in political, social, economic and labor conditions, tax laws (including U.S. taxes on foreign earnings), and international trade regulations (including tariffs), as well as the impact of these changes on the underlying demand for our products.

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

        Due to recent changes in the U.S. government, we face uncertainty with respect to trade relations between the U.S. and many of its trading partners. There is significant risk that tariffs or other restrictions could be imposed on products imported from China, Mexico or other countries, or that relations with these

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countries and U.S. trading parties could more broadly deteriorate. These countries could retaliate by imposing similar tariffs or restrictions on products exported from the U.S. Any of these actions or further developments in U.S. 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 the ongoing significant civil, political and economic disturbances in places like Russia, Ukraine, Syria, Iraq, Iran, Turkey and the related impact on global stability, terrorist attacks and the potential for other hostilities, public health crises or natural disasters in various parts of the world – could contribute to a climate of economic and political uncertainty that in turn could have material adverse effects on our business. We are not able to predict the duration and severity of adverse economic, political or market conditions in the U.S. or other countries.

We are affected by competitive conditions and customer preferences. If we do not compete effectively, we could lose market share or reduce selling prices to maintain market share, which could materially adversely affect our business.

        We are at risk that our competitors, which include certain of our customers and distributors, will expand in our key market segments and implement new technologies, enhancing their competitive position relative to ours. Competitors also may be able to offer additional products, services, lower prices, or other incentives that we cannot or would not offer or that would make our products less profitable. There can be no assurance that we will be able to compete successfully against current or future competitors.

        We also are at risk to changes in customer order patterns, such as changes in the levels of inventory maintained by customers and the timing of customer purchases, which may be affected by announced price changes, changes in our incentive programs, or changes in the customer's ability to achieve incentive targets. Changes in customers' preferences for our products can also affect the demand for our products. Decline in demand for our products could have a material adverse effect on our business. For example, in 2016, we announced the loss of a specific customer personal care program that had a negative impact on our business during the year.

As a manufacturer, our sales and profitability are dependent upon the cost and availability of raw materials and energy, which are subject to price fluctuations, and our ability to control or pass on raw material and labor costs. Raw material cost increases could materially adversely affect our business.

        The environment for raw materials used in our businesses could become challenging and volatile, impacting availability and pricing. Additionally, energy costs can be volatile and unpredictable. Shortages and inflationary or other increases in the costs of raw materials, labor and energy have occurred in the past, and could recur. In addition, to verify our products as "conflict-free" as required by SEC rules requiring disclosure concerning the use of certain minerals that are mined from the Democratic Republic of Congo and adjoining countries ("Conflict Mineral Rules"), we could make alternative sourcing and supply decisions for materials used in certain of our products, which could materially adversely affect our pricing terms. Our performance depends in part on our ability to pass on cost increases for raw materials to customers by raising the selling prices for our products and our ability to improve productivity. Depending on market dynamics and the terms of customer contracts, our ability to recover any increased costs of obtaining raw materials from third party suppliers due to the Conflict Mineral Rules or otherwise may be limited.

        Also, it is important for us to obtain timely delivery of materials, equipment, and other resources from suppliers, and to make timely delivery to customers. We may experience supply chain interruptions due to natural and other disasters or other events, or our existing relationships with suppliers could be terminated in the future. Any such disruption to our supply chain could have a material adverse effect on our sales and profitability, and any sustained interruption in our receipt of adequate supplies could have a material adverse effect on our business.

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Because our products are sold by third parties, our business depends in part on the financial health of these parties.

        Our products are sold not only by us, but also by third-party distributors as well. Some of our distributors also market products that compete with our products. Changes in the financial or business conditions, including economic weakness, market trends or industry consolidation, or the purchasing decisions of these third parties or their customers could materially adversely affect our business.

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 impacted.

        We manufacture most of our products, but we also occasionally use third-party manufacturers for specialty jobs or capacity overflow. Outsourcing manufacturing reduces our ability to prevent product quality issues, late deliveries, customer dissatisfaction and noncompliance with customer requirements for labor standards. Because of possible quality issues and customer dissatisfaction, deficiencies in the performance of outsourced manufacturers 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 operations.

        A substantial portion of our employees and assets are located outside of the U.S. and, for the year ended December 31, 2016, approximately 75% of our sales were generated from customers located outside of the U.S. International operations and activities involve risks that are different from and potentially greater than the risks we face with respect to our domestic operations, including our less extensive knowledge of and relationships with contractors, suppliers, distributors and customers in certain of these markets; changes in foreign political, regulatory and economic conditions, including nationally, regionally and locally; materially adverse effects of changes in exchange rates for foreign currencies; challenges with respect to the repatriation of foreign earnings; challenges of complying with a wide variety of foreign laws and regulations, including those relating to sales, corporate governance, 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, including the United Kingdom's Bribery Act of 2010; differences in lending practices; challenges of complying with applicable export and import control laws and regulations; and differences in languages, cultures and time zones.

        The realization of any of these risks or the failure to comply with any of these laws or regulations could expose us to liabilities and have a material adverse effect on our business.

        In June 2016, the United Kingdom ("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. There is also uncertainty as to how Brexit will affect the legal and regulatory environment in the UK and European Union, as well as whether it may lead other countries in the European Union to approve similar measures and cause further uncertainty in the region. 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.

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 financial results or reputation.

        There are occasions when we experience product quality issues resulting from defective materials, manufacturing, packaging or design. Many of these issues are discovered before shipping, causing delays in

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shipping, delays in the manufacturing process, and occasionally cancelled orders. When issues are discovered after shipment, they may result in additional shipping costs, discounts, refunds, or loss of future sales. Both pre-shipping and post-shipping quality issues could have material adverse effects on our business and negatively impact our reputation.

        Claims for losses or injuries purportedly caused by some of our products arise in the ordinary course of our business. 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 harm our reputation in the marketplace and the value of our brands. We also could be required to recall and possibly discontinue the sale of potentially defective or unsafe products, which could result in adverse publicity and significant expenses. Although we maintain product liability insurance coverage, potential product liability claims are subject to a deductible or could be excluded under the terms of the policy.

Changes in our business strategies may increase our costs and could affect the profitability of our businesses.

        As our business environment changes, we may need to adjust our business strategies or restructure our operations or particular businesses. In 2015, we announced a multi-year transformation plan for our former RBIS segment focused on accelerating growth through a more regionally driven business model intended to simplify our go-to-market 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 profitability. 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 unprofitable. For example, in the fourth quarter of 2015, we made the decision to exit one of our anticipated growth platforms in our former Vancive segment in order to refocus our efforts on more profitable strategic alternatives. We cannot provide assurance that we will achieve the intended results of any of our business strategies, which involve operational complexities, consume management attention and require substantial resources and effort. If we fail to achieve the intended results of such actions, our costs could increase, our assets could be impaired, and our returns on investments could be lower.

Our growth strategy includes increased concentration in emerging markets, which could create greater exposure to unstable political conditions, civil unrest, economic volatility and other risks applicable to international operations.

        An increasing amount of our sales are derived from emerging markets, including countries in Asia, Latin America and Eastern Europe. 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 regions, which occurred with our results in China in 2016. If we are unable to successfully expand our business in emerging markets or achieve the return on capital we expect as a result of our investments in these countries, our financial performance could be materially adversely affected. In addition to the risks applicable to our international operations, factors that could have a material adverse effect on our operations in these developing and emerging markets include the lack of well-established or reliable legal systems and possible disruptions due to unstable political conditions, civil unrest or economic volatility. These factors could result in decreased consumer purchasing power, reduced demand for our products or an impaired ability to achieve our long-term growth strategy, thereby having a material adverse effect on our business.

If we are unable to develop and successfully market new products and applications, we could compromise our competitive position.

        The timely introduction of new products and improvements in current products helps determine our success. Many of our current products are the result of our research and development efforts. Our research

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efforts are directed primarily toward developing new products and operating techniques and improving product performance, often in close association with our customers or end users. These efforts include patent and product development work relating to printing and coating technologies, as well as adhesive, release and ink chemistries. Additionally, we focus on research projects related to RFID in our RBIS segment and medical technologies in our IHM segment, for both of which we hold and license a number of patents. However, research and development is complex and uncertain, requiring innovation and anticipation of market trends. We could focus on products that ultimately are not accepted by customers or end users or we could suffer delays in the production or launch of new products that may not lead to the recovery of our research and development expenditures and, as a result, could compromise our competitive position.

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

        We may not be able to recoup the costs of our infrastructure investments if actual demand is not as we anticipate. For example, in September 2015, we completed an expansion of our manufacturing facility located in Kunshan, China and added a new coater to meet our projected demand for pressure-sensitive tapes in China. In 2016, we announced additional investments in capacity to support growth in our U.S. graphics business, in Asia and Luxembourg, and in RFID and heat transfer technology. These infrastructure investments are long-term in nature, and it is possible that these investments may not generate the expected return due to changes in the marketplace, failures to complete implementation, and other factors. Significant changes from our expected need for and/or returns on our infrastructure investments could materially adversely affect our business.

Our future profitability may be materially adversely affected if we generate less productivity improvement than projected.

        We engage in restructuring actions intended to reduce our costs and increase efficiencies across our business segments. For example, in 2015, we announced a multi-year transformation plan for our former RBIS segment focused on accelerating growth through a more regionally driven business model intended to simplify our go-to-market strategy, optimize management efficiencies and consolidate our manufacturing footprint. In addition, we intend to continue efforts to reduce costs in our operations, 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. The success of these efforts is not assured and lower levels of productivity could reduce profitability. In addition, cost reduction actions could expose us to production risk, loss of sales and employee turnover.

Foreign currency exchange rates, and fluctuations in those rates, may materially adversely affect our business.

        With approximately 75% of our sales for the fiscal year ending December 31, 2016 arising from foreign sales, we are subject to fluctuations in foreign currencies, such as the euro, the Chinese yuan (renminbi), and the British pound which can cause transaction, translation and other losses, and could negatively impact our sales and profitability. Margins on sales of our products in foreign countries could be materially adversely affected by foreign currency exchange rate fluctuations.

        We monitor our foreign currency exposures and may, from time to time, use hedging instruments to mitigate transactional exposure to changes in foreign currencies. The effectiveness of our hedges in part depends on our ability to accurately forecast future cash flows, which is particularly difficult during periods of uncertain demand for our products and services and highly volatile exchange rates. Further, hedging activities may only offset a portion, or none at all, of the material adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place and we may incur significant losses from hedging activities due to factors such as demand volatility and currency fluctuations.

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        Additionally, concerns regarding the short- and long-term stability of the euro and its ability to serve as a single currency for countries in the Eurozone could lead individual countries to revert, or threaten to revert, to their former local currencies, potentially dislocating the euro. If this were to occur, the assets we hold in a country that re-introduces its local currency could be significantly devalued, the cost of raw materials or our manufacturing operations could substantially increase, and the demand and pricing for our products could be materially adversely affected. Furthermore, if it were to become necessary for us to conduct business in additional currencies, we could be subject to additional earnings volatility as amounts in these currencies are translated into U.S. dollars.

We have acquired companies and may continue to acquire other companies. Acquisitions come with significant risks and uncertainties, including those related to integration, technology and personnel.

        To grow our product lines and expand into new markets, we have made acquisitions in the past and may do so in the future. In 2016, 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. We also announced our agreement to acquire Hanita Coatings, a pressure-sensitive materials manufacturer of specialty films and laminates, for $75 million, subject to customary adjustments. In February 2017, we announced our agreement to acquire Yongle Tape Company Ltd., a manufacturer of specialty tapes and related products used in a variety of industrial markets, for $190 million, which is subject to customary adjustments, with an additional earn-out opportunity of up to $55 million to be paid based on the acquired business' achievement of certain performance targets over the next two years. Various risks, uncertainties, and costs are associated with acquisitions. Effective integration of systems, controls, objectives, personnel, product lines, market segments, customers, suppliers, and production facilities and cost savings can be difficult to achieve, and the results of integration actions are uncertain, particularly given our geographically dispersed organization. In addition, we may not be able to retain key personnel of an acquired company or successfully execute integration strategies and achieve projected performance targets for the business segment into which an acquired company is integrated. Both before and after the closing of an acquisition, our business and those of the acquired company or companies may suffer due to uncertainty or diversion of management attention. There can be no assurance that any acquisitions will be successful and contribute to our profitability and we may not be able to identify or execute new acquisition opportunities in the future.

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

        We continually evaluate the performance of our businesses and may determine to sell a business or product line. While we believe these divestures are in the best interests of our long-term strategy, they may result in significant write-offs or impairments of assets, including goodwill and other intangible assets. For example, we completed the sale of certain of our assets and liabilities associated with a product line in our former RBIS segment in May 2015 at a loss and incurred impairment charges as well as exit costs, including costs associated with severance payments. Any future divestitures we undertake may also involve additional risks, including separation of operations, products and personnel, diversion of management attention, disruption to our other businesses and loss of key employees. We may not successfully manage these or other risks we may confront in divesting a business or product line, which could have a material adverse effect on our business.

Difficulty in the collection of receivables as a result of economic conditions or other market factors could have a material adverse effect on our business.

        Although we have processes to administer credit granted to customers and believe our allowance for doubtful accounts is adequate, we have experienced, and in the future may experience, losses as a result of our inability to collect certain accounts receivable. The financial difficulties of a customer could result in reduced business with that customer. We may also assume higher credit risk relating to receivables of a customer experiencing financial difficulty. If these developments occur, our inability to collect on our accounts receivable from major customers could substantially reduce our cash flows and income and have a material adverse effect on our business.

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Changes in our tax rates could affect our future results.

        Our future effective tax rate could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws and regulations or their interpretation. There can be no assurance that these changes will not have a material adverse effect on our business.

The amount of various taxes we pay is subject to ongoing compliance requirements and audits by federal, state and foreign tax authorities.

        We are subject to regular examinations of our income tax returns by various tax authorities. We regularly assess the likelihood of material adverse outcomes resulting from these examinations to determine the adequacy of our provision for taxes. In addition, tax enforcement has become increasingly aggressive in recent years, including recent actions by the European Commission related to disallowed state aid, with increased focus on transfer pricing and intercompany documentation. Our estimate of the potential outcome of uncertain tax issues is subject to our assessment of relevant risks, facts, and circumstances existing at the time. We use these assessments to determine the adequacy of our provision for income taxes and other tax-related accounts. Our future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved, which may materially adversely impact our effective tax rate and have a material adverse effect on our business.

We have deferred tax assets that we may not be able to realize under certain circumstances.

        If we are unable to generate sufficient future taxable income in certain jurisdictions, or if there is a significant change in the time period within which the underlying temporary differences become taxable or deductible, we could be required to increase our valuation allowances against our deferred tax assets. This would result in an increase in our effective tax rate and could have a material adverse effect on our future results. In addition, changes in statutory tax rates may change our deferred tax asset or liability balances, with either a favorable or unfavorable impact on our effective tax rate. The computation and assessment of realizability of our deferred tax assets may also be materially impacted by new legislation or regulations.

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

        In 2016, approximately 75% 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 not accrued U.S. income taxes or foreign withholding taxes on most of our unrepatriated earnings for non-U.S. subsidiaries because we intend to indefinitely reinvest in the operations of those subsidiaries. Our results of operations and cash flows from operating activities may be materially adversely affected if tax rules regarding unrepatriated earnings change, if changes in our domestic cash needs require us to repatriate foreign earnings for which no tax provisions have been made, or if the U.S. international tax rules change as part of comprehensive tax reform or other tax legislation. Due to recent changes in the U.S. government, the impact of future changes in tax laws and regulations and their application by regulators are uncertain.

Significant disruption to the information technology infrastructure that stores our information could materially adversely affect our business.

        We rely on the efficient and uninterrupted operation of a large and complex information technology infrastructure to link our global business. Like other information technology systems, ours is susceptible to a number of risks including, but not limited to, damage or interruptions resulting from a variety of causes such as obsolescence, natural disasters, power failures, human error, viruses, social engineering, phishing, or other malicious attacks and data security breaches. We upgrade and install new systems, which, if installed or programmed incorrectly or on a delayed timeframe, could cause delays or cancellations of

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customer orders, impede the manufacture or shipment of products, or disrupt the processing of transactions. For example, in 2016, we announced investment in information technology to upgrade the systems in our North American Label and Graphic Materials business and drive supply chain productivity. We have implemented measures to mitigate our risk related to system and network disruptions, but if a disruption were to occur, we could incur significant losses and remediation costs that could have a material adverse effect on our business. Additionally, we rely on services provided by third-party vendors for a significant portion of our information technology support, development and implementation, which makes our operations vulnerable to a failure by any one of these vendors to perform adequately or maintain effective internal controls.

Security breaches could compromise our information and expose us to liability, which could cause our business and reputation to suffer.

        We maintain information necessary to conduct our business in digital form, which is stored in data centers and on our networks and third-party cloud services, including confidential and proprietary information as well as personal information regarding our customers and employees. The secure maintenance of this information is critical to our operations. Data maintained in digital form is subject to the risk of intrusion, tampering and theft. We develop and maintain systems to prevent this from occurring, but the development and maintenance of these systems is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. Moreover, despite our efforts, the possibility of intrusion, tampering and theft cannot be eliminated entirely. Our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Additionally, we provide confidential, proprietary and personal information to third parties when it is necessary to pursue business objectives. While we obtain assurances that these third parties will protect this information and, where appropriate, assess the protections employed by these third parties, there is a risk the confidentiality of data held by third parties may be compromised.

        Any such breach or attack could compromise our network, the network of a third party to whom we have disclosed confidential, proprietary or personal information, a data center where we have stored such information or a third-party cloud service provider, and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, disrupt our operations, damage our reputation, impair our ability to conduct business, or result in the loss or diminished value of profitable opportunities and the loss of revenue as a result of unlicensed use of our intellectual property. Contractual provisions with third parties, including cloud service providers, may limit our ability to recover these losses. If personal information of our customers or employees were misappropriated, our reputation with our customers and employees could be injured, resulting in loss of business or morale, and we could incur costs to compensate our customers or employees or pay damages or fines as a result of litigation or regulatory actions arising out of any such incident.

        From time to time, we have experienced unauthorized intrusions into our network, and although these intrusions did not have a material adverse effect on our business, this may not be the case going forward. Following these attacks, we have taken additional steps designed to improve the security of our networks and computer systems. Despite these defensive measures, there can be no assurance that we are adequately protecting our information, that third parties to whom we have disclosed such information or with whom we have stored such information (in data centers and on the cloud) are taking similar precautions, or that we will not continue to experience future intrusions.

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For us to remain competitive, it is important to recruit and retain our key management and highly-skilled employees. We also utilize various outsourcing arrangements for certain services, and related delays, resource availability, or errors by these service providers may lead to increased costs or disruption in our business.

        There is significant competition to recruit and retain key management and highly-skilled employees. In particular, due to expansion to additional geographies and our ongoing productivity efforts and recent employee restructuring actions, it may be difficult for us to recruit and retain sufficient numbers of highly-skilled employees. We may also be unable to recruit and retain key management and highly-skilled employees if we do not offer market-competitive employment and compensation terms. If we fail to recruit or retain our key management or sufficient numbers of highly-skilled employees, we could experience disruption in our businesses and difficulties managing our operations and implementing our business strategy.

        Executive succession planning is also important to our long-term success. For example, we experienced several recent key management changes, including the appointments of a new Chief Financial Officer in 2015 and a new Chief Executive Officer in 2016. While we believe we have appropriate succession procedures in place, any failure to ensure effective transfer of knowledge and smooth transitions involving any of our key management or other highly-skilled employees could hinder our strategic planning and execution.

        In addition, we have outsourced certain services to third-party service providers, and may outsource other services in the future to achieve cost savings and operating efficiencies. Service provider delays, resource availability, business issues or errors may disrupt our businesses and/or increase costs. If we do not effectively develop, implement and manage outsourcing relationships, if third-party providers do not perform effectively or in a timely manner, or if we experience problems with transitioning work to a third party, we may not be able to achieve our expected cost savings, and may experience delays or incur additional costs to correct errors made by these service providers.

We have one U.S. collective bargaining unit and various non-U.S. collective labor arrangements, which make us subject to potential work stoppages, union and works council campaigns and other labor disputes, any of which could adversely impact our business.

        Work interruptions or stoppages could significantly impact the volume of products we have available for sale. In addition, collective bargaining agreements, union contracts and labor laws may impair our ability to reduce labor costs by closing or downsizing manufacturing facilities to restructure our business because of limitations on personnel and salary changes and similar restrictions. A work stoppage at one or more of our facilities could have a material adverse effect on our business. In addition, if any of our customers were to experience a work stoppage, that customer may halt or limit purchases of our products, which could have a material adverse effect on our business.

Our share price may be volatile.

        Changes in our stock price may affect our access to, or cost of financing from, capital markets and may affect our stock-based compensation arrangements, among other things. Our stock price, which has at times experienced, and may in the future experience, substantial volatility, is influenced by changes in the overall stock market and demand for equity securities in general. Other factors, including our financial performance on a standalone basis and relative to our peers and competitors, as well as market expectations of our future performance, the level of perceived growth of our industries, and other company-specific factors, can also materially adversely affect our share price. There can be no assurance that our stock price will not be volatile in the future.

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If our indebtedness increases significantly or our credit ratings are downgraded, we may have difficulty obtaining acceptable short- and long-term financing.

        Our overall level of indebtedness and credit ratings are significant factors in our ability to obtain short- and long-term financing. Higher debt levels could negatively impact our ability to meet other business needs and could result in higher financing costs. The credit ratings assigned to us also impact the interest rates paid. A downgrade of our short-term credit ratings could impact our ability to access the commercial paper markets and increase our borrowing costs. If our access to commercial paper markets were to become limited and we were required to obtain short-term funding under our revolving credit facility or our other credit facilities, we would face increased exposure to variable interest rates.

An increase in interest rates could have a material adverse effect on our business.

        In 2016, our average variable-rate borrowings were approximately $281 million. Increases in short-term interest rates would directly impact the amount of interest we pay. An assumed 20 basis point move in interest rates affecting our variable-rate borrowings (10% of our weighted-average interest rate on floating rate debt) would have increased interest expense by approximately $.5 million on variable-rate borrowings in 2016. Fluctuations in interest rates can increase borrowing costs and have a material adverse effect on our business.

        In response to the last global economic recession, extraordinary monetary policy actions of the U.S. Federal Reserve and other central banking institutions, including the utilization of quantitative easing, were taken to create and maintain a low interest rate environment. However, in December 2015, the U.S. Federal Reserve raised its benchmark interest rate by a quarter of a percentage point for the first time since 2006. The U.S. Federal Reserve raised this rate by an additional quarter of a percentage point in December 2016 and indicated that additional increases would likely be forthcoming in 2017. While it is unclear whether these actions suggest a change in previous monetary policy positions, including but not limited to an elimination of quantitative easing over time, any such change or market expectation of such change may result in significantly higher long-term interest rates. Such a transition may be abrupt and may, among other things, reduce the availability and/or increase the costs of obtaining new debt and refinancing existing indebtedness, and negatively impact the market price of our common stock.

Our current and future debt covenants may limit our flexibility.

        Our credit facilities and the indentures governing our notes contain, and any of our future indebtedness likely would contain, restrictive covenants that impose operating and financial restrictions on us. Among other things, these covenants restrict our ability to incur additional indebtedness, incur certain liens on our assets, make certain investments, sell our assets or merge with third parties, and enter into certain transactions. We are also required to maintain specified financial ratios under certain conditions. These restrictive covenants and ratios in our existing debt agreements and any future financing agreements may limit or prohibit us from engaging in certain activities and transactions that may be in our long-term best interests and could place us at a competitive disadvantage relative to our competitors, which could materially adversely affect our business.

Additional financings may dilute the holdings of our current shareholders.

        In order to provide capital for the operation of our business, we may enter into additional financing arrangements. These arrangements may involve the issuance of new shares of preferred or common stock, convertible debt securities and/or warrants. Any of these issuances could result in a material increase in the number of shares of common stock outstanding, which would dilute the ownership interests of our existing common shareholders. In addition, any new securities could contain provisions, such as priorities on distributions and voting rights, that could materially adversely affect the value of our existing common stock.

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The level of returns on our pension and postretirement plan assets and the actuarial assumptions used for valuation purposes could affect our earnings and cash flows in future periods. Changes in accounting standards and government regulations could also affect our pension and postretirement plan expense and funding requirements.

        We evaluate the assumptions used in determining projected benefit obligations and the fair value of plan assets for our pension plan and other postretirement benefit plans in consultation with outside actuaries. In the event that we were to determine that changes were warranted in the assumptions used, such as the discount rate, expected long-term rate of return, or health care costs, our future pension and projected postretirement benefit expenses and funding requirements could increase or decrease. Because of changing market conditions or changes in the participant population, the actuarial assumptions that we use may differ from actual results, which could have a significant impact on our pension and postretirement liability and related costs. Funding obligations for each plan are determined based on the value of assets and liabilities on a specific date as required under applicable government regulations. Future pension funding requirements, and the timing of funding payments, could also be affected by future legislation or regulation.

Our pension assets are significant and subject to market, interest and credit risk that may reduce their value.

        Changes in the value of our pension assets could materially adversely affect our earnings and cash flows. In particular, the value of our investments may decline due to increases in interest rates or volatility in the financial markets. In addition, we may take actions to reduce the financial volatility associated with our pension liabilities, which could result in charges in the nearer term. 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. Although we mitigate these risks by investing in high quality securities, ensuring adequate diversification of our investment portfolio and monitoring our portfolio's overall risk profile, the value of our investments may nevertheless decline.

An impairment in the carrying value of goodwill could negatively impact our results of operations and net worth.

        Goodwill is initially recorded at fair value and not amortized, but is reviewed for impairment annually (or more frequently if impairment indicators are present). We review goodwill for impairment by comparing the fair value of a reporting unit to its carrying value. In assessing fair value, we make estimates and assumptions about sales, operating margins, growth rates, and discount rates based on our business plans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and management's judgment in applying these factors. Goodwill valuations have been calculated primarily using an income approach based on the present value of projected future cash flows of each reporting unit. We could be required to evaluate the carrying value of goodwill prior to the annual assessment if we experience disruptions to our business, unexpected significant declines in operating results, divestiture of a significant component of our business or sustained market capitalization declines. These types of events could result in goodwill impairment charges in the future. Impairment charges could substantially affect our business in the periods in which they are made.

Unfavorable developments in legal proceedings, investigations and other legal, environmental, compliance and regulatory matters, could impact us in a materially adverse manner.

        Our financial results could be materially adversely affected by an unfavorable outcome to pending or future litigation and investigations, and other legal, environmental, compliance and regulatory matters. See "Legal Proceedings" (Part I, Item 3).

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

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associated with complying with these disclosure requirements, including for conducting diligence procedures to determine the sources of conflict minerals that may be used or necessary to the production of our products and, if applicable, potential changes to products, processes or sources of supply as a consequence of these verification activities. Our reputation may be harmed if we are not able to sufficiently verify the origins for the minerals and metals used in our products.

        There can be no assurance that any outcome of any litigation, investigation or other legal, environmental, compliance and regulatory matter will be favorable.

We are required to comply with anti-corruption laws and regulations of the U.S. government and various international jurisdictions, and our failure to comply with these laws and regulations could have a material adverse effect on our business.

        We are required to comply with the anti-corruption laws and regulations of the U.S. government and various international jurisdictions, such as the U.S. Foreign Corrupt Practices Act and the UK's Bribery Act of 2010. If we fail to comply with anti-corruption laws, we could be subject to substantial civil and criminal penalties, including regulatory fines, monetary damages and incarceration for responsible employees and managers. In addition, if our distributors or agents fail to comply with these laws, we may also be materially adversely affected through reputational harm and penalties.

We are required to comply with global environmental, health, and safety laws. The costs of complying with these laws could materially adversely affect our business.

        We are subject to national, state, provincial and/or local environmental, health, and safety laws and regulations in the U.S. and abroad, including those related to the disposal of hazardous waste from our manufacturing processes. Compliance with existing and future environmental, health and safety laws could subject us to future costs or liabilities, impact our production capabilities, limit our ability to sell, expand or acquire facilities, and have a material adverse effect on our business. Environmental and product content and product safety laws and regulations can be complex and change often. We have accrued liabilities for the environmental clean-up of certain sites, including sites for which U.S. governmental agencies have designated us as a potentially responsible party, where it is probable that a loss will be incurred and the cost or amount of loss can be reasonably estimated. See "Legal Proceedings" (Part I, Item 3). However, because of the uncertainties associated with environmental assessment and remediation activities, future expense to remediate currently identified sites and other sites that could be identified for cleanup in the future could be higher than the liabilities accrued.

We are subject to governmental export and import control laws and regulations in certain jurisdictions where we do business that could subject us to liability or impair our ability to compete in these markets.

        Certain of our products are subject to export control laws and regulations and may be exported only with an export license or through an applicable export license exception. If we fail to comply with export licensing, customs regulations, economic sanctions or other laws, we could be subject to substantial civil or criminal penalties, including economic sanctions against us, incarceration for responsible employees and managers, and the possible loss of export or import privileges. In addition, if our distributors fail to obtain appropriate import, export or re-export licenses or permits, we may also be materially adversely affected through reputational harm and penalties. Obtaining the necessary export license for a particular sale may be time consuming and expensive and could result in the delay or loss of sales opportunities.

        Furthermore, export control laws and economic sanctions prohibit the shipment of certain products to embargoed or sanctioned countries, governments and persons. While we train our employees to comply with these regulations, we cannot guarantee that a violation will not occur. A prohibited shipment could have negative consequences, including government investigations, penalties, fines, civil and criminal sanctions and reputational harm. Any change in export or import regulations, economic sanctions or

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related legislation, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons or technologies targeted by such regulations, could decrease our ability to export or sell our products internationally. Any limitation on our ability to export or sell our products could materially adversely affect our business.

Infringing intellectual property rights of third parties or inadequately acquiring or protecting our intellectual property could harm our ability to compete or grow.

        Because our products involve complex technology and chemistry, we are involved from time to time in litigation involving patents and other intellectual property. Parties have filed, and in the future may file, claims against us alleging that we have infringed their intellectual property rights. If we were held liable for infringement, we could be required to pay damages, obtain licenses or cease making or selling certain products. There can be no assurance that licenses would be available on commercially reasonable terms or at all. The defense of these claims, whether or not meritorious, or the development of new technologies could cause us to incur significant costs and divert the attention of management.

        We also have valuable intellectual property upon which third parties may infringe. We attempt to protect and restrict access to our intellectual property and proprietary information by relying on the patent, trademark, copyright and trade secret laws of the U.S. and other countries, as well as non-disclosure agreements. However, it may be possible for a third party to obtain our information without our authorization, independently develop similar technologies, or breach a non-disclosure agreement entered into with us. In addition, many of the countries in which we operate do not have intellectual property laws that protect proprietary rights as fully as do laws in the U.S. The use of our intellectual property by someone else without our authorization could reduce or eliminate certain competitive advantages we have, cause us to lose sales or otherwise harm our business. Further, the costs associated with protecting our intellectual property rights could materially adversely impact our business.

        We have obtained and applied for U.S. and foreign trademark registrations and patents, and will continue to evaluate whether to register additional trademarks and apply for additional patents. We cannot guarantee that any of the pending applications will be approved by the applicable government authorities. Further, we cannot assure that the validity of our patents or our trademarks will not be challenged. In addition, third parties may be able to develop competing products using technology that avoids our patents.

We are subject to risks associated with the availability and coverage of various types of insurance.

        We have various types of insurance, including property, workers' compensation, general liability, and environmental liability. Insurance costs can be unpredictable and may materially adversely impact our business. We retain some portion of our insurable risks, and therefore, unforeseen or catastrophic losses in excess of insured limits could have a material adverse effect on our business.

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

        During 2010, the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (together, the "ACA") were signed into law in the U.S. The complexities and ramifications of the ACA are significant and continue to be implemented through a phased approach that is expected to continue over the next several years. Recent changes in the U.S. government could lead to repeal of or changes in some or all of the ACA; complying with any new legislation and/or reversing changes implemented under the ACA could be time-intensive and expensive, resulting in a material adverse effect on our business.

        As a result of political, economic and regulatory influences, scrutiny of the healthcare delivery system in the United States can be expected to continue at both the state and federal levels. For example, there have been several changes to the ACA since its enactment and the law is likely to continue to evolve to the

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extent it continues to be implemented in accordance with its current terms. In addition, the impact on our business of complying with the ACA or any replacement law and responding to the effects of health care reform more broadly are not fully known. Any changes to our healthcare cost structure could have a material adverse effect on our business.

Item 1B.        UNRESOLVED STAFF COMMENTS

        None.

Item 2.        PROPERTIES

        As of December 31, 2016, we operated manufacturing facilities in excess of 100,000 square feet in the locations listed below.

Label and Graphic Materials Segment

Domestic

  Peachtree City, Georgia; Fort Wayne, Greenfield, and Lowell, Indiana; Fairport Harbor, Mentor, and Painesville, Ohio; Mill Hall and Quakertown, Pennsylvania

Foreign

 

Soignies, Belgium; Vinhedo, Brazil; Kunshan, China; Champ-sur-Drac, France; Gotha and Schwelm, Germany; Rodange, Luxembourg; Bangi, Malaysia; and Cramlington, United Kingdom

Retail Branding and Information Solutions Segment

Domestic

  Miamisburg, Ohio

Foreign

 

Nansha, Panyu, and Suzhou, China; Ancarano, Italy; and Long An Province, Vietnam

Industrial and Healthcare Materials Segment

Domestic

  Painesville, Ohio

Foreign

 

Turnhout, Belgium and Kunshan, 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 Westborough, Massachusetts; Mentor, Ohio; Kunshan, China; and Oegstgeest, the Netherlands.

        We own all of the principal properties identified above, except for facilities in the following locations, which are leased: Glendale, California; Nansha and Panyu, China; Westborough, Massachusetts; Mentor, Ohio; and Oegstgeest, the Netherlands.

        We consider all our properties, whether owned or leased, suitable and adequate for our present needs. We generally expand production capacity as needed to meet increased demand. Owned buildings and plant equipment are insured against major losses from fire and other usual business risks, subject to deductibles.

        We are not aware of any material defects in title to, or significant encumbrances on, our properties, except for certain mortgage liens.

Item 3.        LEGAL PROCEEDINGS

        As of December 31, 2016, we have been designated by the U.S. Environmental Protection Agency ("EPA") and/or other responsible state agencies as a potentially responsible party ("PRP") at thirteen waste disposal or waste recycling sites that are the subject of separate investigations or proceedings concerning alleged soil and/or groundwater contamination. No settlement of our liability related to any of

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the sites has been agreed upon. We are participating with other PRPs at these sites and anticipate that our share of remediation costs will be determined pursuant to agreements that we negotiate with the EPA or other governmental authorities.

        We have accrued liabilities for sites where it is probable that a loss or cost will be incurred and the amount of loss or cost can be reasonably estimated. These estimates could change as a result of changes in planned remedial actions, remediation technologies, site conditions, the estimated time to complete remediation, environmental laws and regulations, and other factors. 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. If information were to become available that allowed us to reasonably estimate a range of potential expenses in an amount higher or lower than what we have accrued, we would adjust our environmental liabilities accordingly. In addition, we may be identified as a PRP at additional sites in the future. The range of expenses for remediation of any future-identified sites would be addressed as they arise; until then, a range of expenses for such remediation cannot be determined.

        As of December 31, 2016, our accrued liability associated with environmental remediation was $21.3 million.

        In addition, we are involved in various lawsuits, claims, inquiries, and other regulatory and compliance matters, most of which are routine to the nature of our business. We have accrued liabilities for matters where it is probable that a loss will be incurred and the amount of loss can be reasonably estimated. Because of the uncertainties associated with claims resolution and litigation, future expenses to resolve these matters could be higher than the liabilities we have accrued; however, we are unable to reasonably estimate a range of potential expenses. If information were to become available that allowed us to reasonably estimate a range of potential expenses in an amount higher or lower than what we have accrued, we would adjust our accrued liabilities accordingly. Additional lawsuits, claims, inquiries, and other regulatory and compliance matters could arise in the future. The range of expenses for resolving any future matters would be assessed as they arise; until then, a range of potential expenses for such resolution cannot be determined. Based upon current information, we believe that the impact of the resolution of these matters would not be, individually or in the aggregate, material to our financial position, results of operations or cash flows.

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

Item 4.        MINE SAFETY DISCLOSURES

        Not applicable.

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PART II

Item 5.        MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a)
The information called for by Item 201 of Regulation S-K appears under "Corporate Information – Stock and Dividend Data" in our 2016 Annual Report and is incorporated herein by reference. We did not sell any unregistered securities during the fourth quarter of 2016.

(b)
Not applicable.

(c)
Repurchases of Equity Securities by Issuer

        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 2016 are listed in the following table.

Period(1)

  Total number of
shares
purchased(2)
  Average price
paid per
share
  Total number of
shares purchased
as part of publicly
announced
plans(2)(3)
  Approximate dollar
value of shares that
may yet be purchased
under the plans(4)
 

October 2, 2016 – October 29, 2016

  227.2   $76.57   227.2    

October 30, 2016 – November 26, 2016

  547.5   70.28   547.5    

November 27, 2016 – December 31, 2016

  347.2   72.04   347.2    
 

Total

  1,121.9   $72.10   1,121.9   $104.9

 
(1)
The periods shown are our fiscal periods during the thirteen-week quarter ended December 31, 2016.
(2)
Shares in thousands.
(3)
On December 4, 2014, our Board of Directors authorized the repurchase of shares of our common stock in the aggregate amount of up to $500 million (exclusive of any fees, commissions or other expenses related to such purchases), in addition to any outstanding shares authorized under any previous Board authorization. This is the only authorization currently in effect and it will remain in effect until shares in the amount authorized have been repurchased.
(4)
Dollars in millions.

        Repurchased shares may be reissued under our stock option and incentive plan or used for other corporate purposes.

Item 6.        SELECTED FINANCIAL DATA

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

Item 7.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

Item 7A.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        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 2016 Annual Report and incorporated herein by reference.

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Item 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        The information called for by this Item is contained in our 2016 Annual Report (including the Consolidated Financial Statements and the Notes thereto, Statement of Management Responsibility for 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.

Item 9.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        None.

Item 9A.        CONTROLS AND PROCEDURES

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

        Management's Report on Internal Control Over Financial Reporting.    We are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) of the Exchange Act). 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 — 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 31, 2016. (See Management's Report on Internal Control Over Financial Reporting contained in our 2016 Annual Report, which is incorporated herein by reference.)

        Management's assessment of the effectiveness of our internal control over financial reporting as of December 31, 2016 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 2016 Annual Report, which is also incorporated herein by reference.

        Changes in Internal Control over Financial Reporting.    We periodically assess our internal control environment. During 2014, we began a phased implementation of a new transactional system in our RBIS segment that is expected to continue through 2018. Processes affected by this implementation include, among other things, order management, pricing, shipping, purchasing, general accounting and planning. Where appropriate, we are reviewing related internal controls and making changes. Other than this implementation, 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.

Item 9B.        OTHER INFORMATION

        None.

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PART III

Item 10.        DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

        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 27, 2017 (our "2017 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 2017 Proxy Statement. The information concerning any late filings under Section 16(a) of the Exchange Act is incorporated by reference from our 2017 Proxy Statement.

        We have adopted a Code of Ethics for the Chief Executive Officer and Senior Financial Officers (the "Code"), which applies to our Chief Executive Officer, Chief Financial Officer, and Controller/Chief Accounting Officer. The Code is available on our investor website at www.investors.averydennison.com. We will satisfy the disclosure requirements of Item 5.05 of Form 8-K regarding any amendment to, or waiver of, any provision of the Code that applies to these officers by disclosing the nature of any such amendment or waiver on our website or in a Current Report on Form 8-K. Our Code of Conduct, which applies to our directors, officers and employees, is also available on our investor website. Our website address is not intended to function as a hyperlink, and the contents of the website are not a part of this Form 10-K, nor are they incorporated herein by reference.

        The information called for by this Item concerning our Audit and Finance Committee is incorporated by reference from our 2017 Proxy Statement.

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EXECUTIVE OFFICERS OF AVERY DENNISON(1)

Name and Position   Age   Served as
Executive Officer
since
  Former Positions within Past Five Years/
Prior Positions with Avery Dennison

Mitchell R. Butier

  45   March 2007   2015-2016   President and Chief Operating Officer

President and

          2014-2015   President, Chief Operating Officer and

Chief Executive Officer

              Chief Financial Officer

          2010-2014   Senior Vice President and

              Chief Financial Officer

          2007-2010   Vice President, Global Finance and

              Chief Accounting Officer

          2004-2006   Vice President, Finance, Retail Branding

              and Information Solutions

Dean A. Scarborough

 

61

 

August 1997

 

2014-2016

 

Chairman and Chief Executive Officer

Executive Chairman

          2010-2014   Chairman, President and Chief Executive Officer

          2005-2010   President and Chief Executive Officer

          2000-2005   President and Chief Operating Officer

Anne L. Bramman

 

49

 

March 2015

 

2011-2015

 

Senior Vice President and

Senior Vice President and

              Chief Financial Officer,

Chief Financial Officer

              Carnival Cruise Line

Lori J. Bondar

 

56

 

June 2010

 

2008-2010

 

Vice President and Controller

Vice President, Controller and

               

Chief Accounting Officer

               

Georges Gravanis

 

59

 

May 2015

 

2015-2016

 

President, Materials Group

President,

          2010-2015   Vice President and General Manager,

Label and Graphic Materials

              Materials Group Asia Pacific

          2006-2010   Vice President of Sales,

              Roll Materials Europe

          2004-2006   Vice President and General Manager,

              Roll Materials Europe Southern Region

Anne Hill

 

57

 

May 2007

       

Senior Vice President and

               

Chief Human Resources Officer

               

Susan C. Miller

 

57

 

March 2008

 

2008-2009

 

Senior Vice President and

Senior Vice President,

              General Counsel

General Counsel and Secretary

          2007-2008   Vice President and General Counsel

          1998-2006   Assistant General Counsel

Deon Stander

 

48

 

August 2016

 

2013-2015

 

Vice President and General Manager,

Vice President and

              Global Commercial and Innovation,

General Manager,

              RBIS

Retail Branding

          2010-2012   Vice President and

and Information

              General Manager,

Solutions ("RBIS")

              Global Commercial RBIS

Michael Johansen

 

51

 

December 2016

 

2015-2016

 

Vice President and General Manager,

Vice President and

              Performance Tapes

General Manager,

          2010-2015   Vice President & General Manager,

Industrial and Health Care

              RBIS Sourcing Regions & Supply Chain

Materials

               

(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.

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Item 11.        EXECUTIVE COMPENSATION

        The information called for by this Item is incorporated by reference from our 2017 Proxy Statement.

Item 12.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

        The information called for by this Item is incorporated by reference from our 2017 Proxy Statement.

Item 13.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

        The information called for by this Item is incorporated by reference from our 2017 Proxy Statement.

Item 14.        PRINCIPAL ACCOUNTING FEES AND SERVICES

        The information called for by this Item is incorporated by reference from our 2017 Proxy Statement.

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PART IV

Item 15.        EXHIBITS, FINANCIAL STATEMENT SCHEDULES

        (a)   Financial Statements, Financial Statement Schedule and Exhibits

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

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SIGNATURES

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

    AVERY DENNISON CORPORATION

 

 

By:

 

/s/

 

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

Dated: February 23, 2017

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POWER OF ATTORNEY

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

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

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/    Mitchell R. Butier

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

/s/    Anne L. Bramman

        Anne L. Bramman

 

Senior Vice President
and Chief Financial Officer
(Principal Financial Officer)

 

February 23, 2017

/s/    Lori J. Bondar

        Lori J. Bondar

 

Vice President, Controller,
and Chief Accounting Officer
(Principal Accounting Officer)

 

February 23, 2017

/s/    Dean A. Scarborough

        Dean A. Scarborough

 

Executive Chairman

 

February 23, 2017

/s/    Bradley A. Alford

        Bradley A. Alford

 

Director

 

February 23, 2017

/s/    Anthony K. Anderson

        Anthony K. Anderson

 

Director

 

February 23, 2017

/s/    Peter K. Barker

        Peter K. Barker

 

Director

 

February 23, 2017

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Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/    Ken C. Hicks

        Ken C. Hicks
  Director   February 23, 2017

/s/    Andres A. Lopez

        Andres A. Lopez

 

Director

 

February 23, 2017

/s/    David E. I. Pyott

        David E. I. Pyott

 

Director

 

February 23, 2017

/s/    Patrick T. Siewert

        Patrick T. Siewert

 

Director

 

February 23, 2017

/s/    Julia A. Stewart

        Julia A. Stewart

 

Director

 

February 23, 2017

/s/    Martha N. Sullivan

        Martha N. Sullivan

 

Director

 

February 23, 2017

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AVERY DENNISON CORPORATION

INDEX TO FINANCIAL STATEMENTS

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

 

Consolidated Financial Statements:

   
 

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

   
 

Consolidated Statements of Income for 2016, 2015 and 2014

   
 

Consolidated Statements of Comprehensive Income for 2016, 2015 and 2014

   
 

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

   
 

Consolidated Statements of Cash Flows for 2016, 2015 and 2014

   
 

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 2016 Annual Report to Shareholders is not to be deemed "filed" as part of this report.

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AVERY DENNISON CORPORATION

EXHIBIT INDEX

For the Year Ended December 31, 2016

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   3.1   Current Report on Form 8-K, filed April 29, 2011

3.1(ii)

 

Amended and Restated Bylaws, effective as of October 22, 2015

 

3.1(ii)

 

Current Report on Form 10-Q, filed November 3, 2015

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

 

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

 

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")

 

4.1

 

Registration Statement on Form S-3 (File No. 333-64558), filed July 3, 2001

4.6

 

Officers' Certificate establishing two series of Securities entitled "4.875% Notes due 2013" and "6.000% Notes due 2033" under the 2001 Indenture

 

4.2

 

Current Report on Form 8-K, filed January 16, 2003

4.7

 

6.000% Notes Due 2033

 

4.4

 

Current Report on Form 8-K, filed January 16, 2003

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Exhibit No.
  Exhibit Name   Originally
Filed as
Exhibit No.
  Filing(1)
4.8   Indenture, dated as of September 25, 2007, among Avery Dennison Office Products Company ("ADOPC"), Registrant and The Bank of New York Trust Company, N.A., as Trustee ("Bank of NY")   99.1   Current Report on Form 8-K, filed October 1, 2007

4.9

 

Form of 6.625% Guaranteed Notes due 2017

 

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

 

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

 

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

 

4.2

 

Current Report on Form 8-K, filed April 13, 2010

4.13

 

Form of 5.375% Senior Notes due 2020

 

4.3

 

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

 

4.2

 

Current Report on Form 8-K, filed April 8, 2013

4.15

 

Form of 3.35% Senior Notes due 2023

 

4.3

 

Current Report on Form 8-K, filed April 8, 2013

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")

 

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

 

99.4

 

Current Report on Form 8-K, filed January 27, 2009

10.3

 

Third Amended and Restated Credit Agreement, dated as of October 3, 2014, by and among Registrant, Bank of America, N.A., Citibank, N.A. and JPMorgan Chase Bank, N.A. and the other lenders party thereto

 

10.1

 

Current Report on Form 8-K, filed October 3, 2014

10.4*

 

Deferred Compensation Plan for Directors

 

10.3

 

1981 Annual Report on Form 10-K, filed February 29, 1982

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Exhibit No.
  Exhibit Name   Originally
Filed as
Exhibit No.
  Filing(1)
10.5*   Amended and Restated Supplemental Executive Retirement Plan ("SERP")   10.11.1   Quarterly Report on Form 10-Q, filed August 12, 2009

10.6*

 

Letter of Grant to D.A. Scarborough under SERP

 

10.11.2.1

 

Quarterly Report on Form 10-Q, filed August 12, 2009

10.7*

 

Letter Agreement with D.A. Scarborough regarding SERP benefits

 

10.11.2.1

 

Current Report on Form 8-K, filed December 15, 2010

10.8*

 

Complete Restatement and Amendment of Executive Deferred Compensation Plan

 

10.12

 

1994 Annual Report on Form 10-K, filed March 30, 1995

10.9*

 

Amended and Restated Retirement Plan for Directors

 

10.13.1

 

2002 Annual Report on Form 10-K, filed March 28, 2003

10.10*

 

Amended and Restated Director Equity Plan ("Director Plan")

 

10.15.1

 

Current Report on Form 8-K, filed December 11, 2008

10.11*

 

Form of Non-Employee Director Stock Option Agreement under Director Plan

 

10.15.1

 

2003 Annual Report on Form 10-K, filed March 11, 2004

10.12*

 

Complete Restatement and Amendment of Executive Variable Deferred Compensation Plan ("EVDCP")

 

10.16

 

1994 Annual Report on Form 10-K, filed March 30, 1995

10.13*

 

Amendment No. 1 to EVDCP

 

10.16.1

 

1999 Annual Report on Form 10-K, filed March 30, 2000

10.14*

 

Complete Restatement and Amendment of Directors Deferred Compensation Plan

 

10.17

 

1994 Annual Report on Form 10-K, filed March 30, 1995

10.15*

 

Amended and Restated 2005 Directors Variable Deferred Compensation Plan

 

10.18.2

 

Quarterly Report on Form 10-Q, filed May 10, 2011

10.16*

 

Amended and Restated Stock Option and Incentive Plan ("Equity Plan")

 

A

 

2012 Proxy Statement on Schedule 14A, filed March 9, 2012

10.17*

 

First Amendment to Equity Plan

 

10.20

 

2014 Annual Report on Form 10-K, filed February 25, 2015

10.18*

 

Forms of NQSO Agreement under Equity Plan

 

10.19.5

 

2007 Annual Report on Form 10-K, filed February 27, 2008

10.19*

 

Forms of Equity Agreements under Equity Plan

 

10.19.6

 

Current Report on Form 8-K, filed April 30, 2008

10.20*

 

Forms of Equity Agreements under Equity Plan

 

10.10.19.9

 

Current Report on Form 8-K, filed December 11, 2008

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Exhibit No.
  Exhibit Name   Originally
Filed as
Exhibit No.
  Filing(1)
10.21*   Additional Forms of Equity Agreements under Equity Plan   10.19.10   Current Report on Form 8-K/A, filed December 11, 2008

10.22*

 

Senior Executive Annual Incentive Plan

 

A

 

2014 Proxy Statement on Schedule 14A, filed March 7, 2014

10.23*

 

Annual Incentive Plan

 

10.26

 

2014 Annual Report on Form 10-K, filed February 25, 2015

10.24*

 

Complete Restatement and Amendment of Executive Deferred Retirement Plan ("EDRP")

 

10.28

 

1994 Annual Report on Form 10-K, filed March 30, 1995

10.25*

 

Amendment No. 1 to EDRP

 

10.28.1

 

1999 Annual Report on Form 10-K, filed March 30, 2000

10.26*

 

Amendment No. 2 to EDRP

 

10.28.2

 

2001 Annual Report on Form 10-K, filed March 4, 2002

10.27*

 

2005 Executive Variable Deferred Retirement Plan, amended and restated

 

10.1

 

Quarterly Report on Form 10-Q, filed May 7, 2013

10.28*

 

Benefit Restoration Plan, amended and restated ("BRP")

 

10.32.1

 

Current Report on Form 8-K/A, filed December 11, 2008

10.29*

 

First Amendment to BRP

 

10.32.1

 

2010 Annual Report on Form 10-K, filed February 28, 2011

10.30*

 

Amended and Restated Capital Accumulation Plan ("CAP")

 

10.34

 

1999 Annual Report on Form 10-K, filed March 30, 2000

10.31*

 

Amendment No. 1 to CAP

 

10.34.2

 

1999 Annual Report on Form 10-K, filed March 30, 2000

10.32*

 

Key Executive Change of Control Severance Plan

 

10.35

 

Quarterly Report on Form 10-Q, filed May 10, 2011

10.33*

 

Executive Severance Plan

 

10.36

 

Quarterly Report on Form 10-Q, filed May 10, 2011

10.34*

 

Long-Term Incentive Unit Plan

 

10.43

 

2012 Annual Report on Form 10-K, filed February 27, 2013

10.35*

 

Form of Restricted Stock Unit Agreement

 

10.38

 

2013 Annual Report on Form 10-K, filed February 26, 2014

10.36*

 

Form of Performance Unit Agreement

 

10.39

 

2013 Annual Report on Form 10-K, filed February 26, 2014

10.37*

 

Form of Market-Leveraged Stock Unit Agreement

 

10.40

 

2013 Annual Report on Form 10-K, filed February 26, 2014

10.38*

 

Form of Long-Term Incentive Unit Agreement

 

10.41

 

2013 Annual Report on Form 10-K, filed February 26, 2014

iv


Table of Contents

Exhibit No.
  Exhibit Name   Originally
Filed as
Exhibit No.
  Filing(1)
10.39*   Form of Performance Long-Term Incentive Unit Agreement   10.42   2013 Annual Report on Form 10-K, filed February 26, 2014

10.40*

 

Form of Director Restricted Stock Unit Agreement

 

10.43

 

2013 Annual Report on Form 10-K, filed February 26, 2014

10.41*

 

Offer Letter to Anne Bramman

 

10.46

 

2014 Annual Report on Form 10-K, filed February 25, 2015

10.42*

 

Offer Letter to Georges Gravanis

 

10.1

 

Quarterly Report on Form 10-Q, filed May 5, 2015

10.43*

 

Offer Letter to Dean A. Scarborough

 

10.1

 

Quarterly Report on Form 10-Q, filed May 3, 2016

10.44*

 

Offer Letter to Mitchell R. Butier

 

10.2

 

Quarterly Report on Form 10-Q, filed May 3, 2016

10.45*

 

Localization Letter to Georges Gravanis

 

10.1

 

Quarterly Report on Form 10-Q, filed August 2, 2016

12†

 

Computation of Ratio of Earnings to Fixed Charges

 

N/A

 

N/A

13†

 

Portions of Annual Report to Shareholders for fiscal year ended December 31, 2016

 

N/A

 

N/A

21†

 

List of Subsidiaries

 

N/A

 

N/A

23†

 

Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm

 

N/A

 

N/A

24†

 

Power of Attorney (see Signatures – Power of Attorney)

 

N/A

 

N/A

31.1†

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

N/A

 

N/A

31.2†

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

N/A

 

N/A

32.1†

 

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

N/A

 

N/A

32.2†

 

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

N/A

 

N/A

101INS

 

XBRL Instance Filing

 

N/A

 

N/A

101SCH

 

XBRL Extension Schema Filing

 

N/A

 

N/A

v


Table of Contents

Exhibit No.
  Exhibit Name   Originally
Filed as
Exhibit No.
  Filing(1)
101CAL   XBRL Extension Calculation Linkbase Filing   N/A   N/A

101LAB

 

XBRL Extension Label Linkbase Filing

 

N/A

 

N/A

101PRE

 

XBRL Extension Presentation Linkbase Filing

 

N/A

 

N/A

101DEF

 

XBRL Extension Definition Linkbase Filing

 

N/A

 

N/A

(1)
Unless otherwise noted, the File Number for all filings is File No. 1-7685.
*
Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 15(b) of Form 10-K.
Filed herewith.

vi




Exhibit 12

 

AVERY DENNISON CORPORATION AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Dollars in millions)

 

 

 

2016

 

2015

 

2014

 

2013

 

2012

 

Earnings:

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations before taxes

 

 $

477.1

 

$

408.9

 

$

360.8

 

$

366.0

 

$

235.6

 

Add:

Fixed charges(1)

 

83.8

 

83.8

 

90.7

 

89.8

 

106.4

 

 

Amortization of capitalized interest

 

4.3

 

4.6

 

3.9

 

3.8

 

3.7

 

Less:

Capitalized interest

 

(3.6

)

(3.0

)

(3.9

)

(3.4

)

(3.4

)

 

 

 

 $

561.6

 

$

494.3

 

$

451.5

 

$

456.2

 

$

342.3

 

Fixed charges:(1)

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 $

59.9

 

$

60.5

 

$

63.3

 

$

60.8

 

$

72.5

 

 

Capitalized interest

 

3.6

 

3.0

 

3.9

 

3.4

 

3.4

 

 

Interest portion of leases

 

20.3

 

20.3

 

23.5

 

25.6

 

30.5

 

 

 

 $

83.8

 

$

83.8

 

$

90.7

 

$

89.8

 

$

106.4

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of Earnings to Fixed Charges

 

6.7

 

5.9

 

5.0

 

5.1

 

3.2

 

 

(1) The ratios of earnings to fixed charges were computed by dividing earnings by fixed charges.  For this purpose, “earnings” consist of income from continuing operations before taxes plus fixed charges and amortization of capitalized interest, less capitalized interest.  “Fixed charges” consist of interest expense, capitalized interest and the portion of rent expense (estimated to be 35%) on operating leases deemed representative of interest.

 





EXHIBIT 13


Businesses at a Glance

 
  Segment   Segment   Segment
    Label and Graphic Materials   Retail Branding and Information Solutions   Industrial and Healthcare Materials
BUSINESSES   Label and Packaging Materials
Graphics Solutions
Reflective Solutions
  Retail Branding and Information Solutions
Printer Solutions
  Performance Tapes
Fastener Solutions
Vancive Medical Technologies
2016 SALES IN MILLIONS   $4,187   $1,445   $454
% OF SALES   69%   24%   7%
GLOBAL BRAND   Avery Dennison®
Fasson®
  Avery Dennison®
Monarch®
  Avery Dennison®
Vancive Medical TechnologiesTM
DESCRIPTION   The technologies and materials of our Label and Graphic Materials businesses enhance brands' shelf, store and street appeal; inform shoppers of ingredients; protect brand security; improve operational efficiency and customer product performance; and provide visual information that enhances safety.   Our Retail Branding and Information Solutions provides intelligent, creative, and sustainable solutions that elevate brands and accelerate performance through the global retail supply chain.   Our Industrial and Healthcare Materials businesses provide tapes products, including coated and adhesives transfer tapes; fasteners, primarily precision-extruded and injection-molded plastic devices; and wound care, ostomy, surgical and electromedical device applications for manufacturers, clinicians and patients.
PRODUCTS/SOLUTIONS   Pressure-sensitive labeling materials; packaging materials and solutions; roll-fed sleeve; engineered films; graphic imaging media; reflective materials   Creative services; brand embellishments; graphic tickets; tags and labels; sustainable packaging; inventory visibility and loss prevention solutions; data management services; price tickets; printers and scanners; radio-frequency identification inlays and tags; brand protection and security solutions   Pressure-sensitive tapes for automotive, building and construction; electronics; general industrial; diaper tapes and closures; fasteners; skin-contact adhesives; surgical, wound care, ostomy and securement products; medical barrier films
MARKET SEGMENTS   Food; beverage; wine and spirits; home and personal care products; pharmaceuticals; durables; fleet vehicle/automotive; architectural/retail; promotional/advertising; traffic; safety; transportation   Apparel manufacturing and retail supply chain; food service and supply chain; hard goods and supply chain; pharmaceutical supply chain; logistics   Original equipment manufacturing; personal care; electronics; building and construction; retail supply chain; medical
CUSTOMERS   Label converters; package designers; packaging engineers and manufacturers; industrial manufacturers; printers; distributors; designers; advertising agencies; government agencies; sign manufacturers; graphics vendors   Apparel and footwear brands; manufacturers and retailers; food service, grocery and pharmaceutical supply chains; consumer goods brands; automotive manufacturers; transportation companies   Tape converters; original equipment manufacturers; original design manufacturers; construction firms; personal care product manufacturers; manufacturers and retailers; medical device manufacturers
WEBSITES   www.label.averydennison.com
www.graphics.averydennison.com
www.reflectives.averydennison.com
  www.rbis.averydennison.com
www.rfid.averydennison.com
  www.tapes.averydennison.com
www.vancive.averydennison.com
LEADERS   Georges Gravanis
President
Label and Graphic Materials
  Deon Stander
Vice President and General Manager
Retail Branding and Information Solutions
  Michael Johansen
Vice President and General Manager
Industrial and Healthcare Materials

Note: In the fourth quarter of 2016, we changed our operating structure to align with our overall business strategy. The reportable segments above reflect our new operating and reporting structure.



Avery Dennison Corporation

Safe Harbor Statement

        The matters discussed in this Annual Report contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which are not statements of historical fact, contain estimates, assumptions, projections and/or expectations regarding future events, which may or may not occur. Words such as "aim," "anticipate," "assume," "believe," "continue," "could," "estimate," "expect," "foresee," "guidance," "intend," "may," "might," "objective," "plan," "potential," "project," "seek," "shall," "should," "target," "will," "would," or variations thereof, and other expressions that refer to future events and trends, identify forward-looking statements. These forward-looking statements, and financial or other business targets, are subject to certain risks and uncertainties, which could cause our actual results to differ materially from the expected results, performance or achievements expressed or implied by such forward-looking statements.

        Certain risks and uncertainties are discussed in more detail under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and include, but are not limited to, risks and uncertainties relating to the following: fluctuations in demand affecting sales to customers; worldwide and local economic conditions; changes in political conditions; changes in governmental laws and regulations; fluctuations in currency exchange rates and other risks associated with foreign operations, including in emerging markets; the financial condition and inventory strategies of customers; changes in customer preferences; fluctuations in cost and availability of raw materials; our ability to generate sustained productivity improvement; our ability to achieve and sustain targeted cost reductions; the impact of competitive products and pricing; loss of significant contracts or customers; collection of receivables from customers; selling prices; business mix shift; execution and integration of acquisitions and completion of potential dispositions; timely development and market acceptance of new products, including sustainable or sustainably-sourced products; investment in development activities and new production facilities; amounts of future dividends and share repurchases; customer and supplier concentrations; successful implementation of new manufacturing technologies and installation of manufacturing equipment; disruptions in information technology systems, including cyber-attacks or other intrusions to network security; successful installation of new or upgraded information technology systems; data security breaches; volatility of financial markets; impairment of capitalized assets, including goodwill and other intangibles; credit risks; our ability to obtain adequate financing arrangements and maintain access to capital; fluctuations in interest and tax rates; changes in tax laws and regulations, and uncertainties associated with interpretations of such laws and regulations; outcome of tax audits; fluctuations in pension, insurance, and employee benefit costs; the impact of legal and regulatory proceedings, including with respect to environmental, health and safety; protection and infringement of intellectual property; the impact of epidemiological events on the economy and our customers and suppliers; acts of war, terrorism, and natural disasters; and other factors.

        We believe that the most significant risk factors that could affect our financial performance in the near-term include: (1) the impacts of global economic conditions and political uncertainty on underlying demand for our products and foreign currency fluctuations; (2) competitors' actions, including pricing, expansion in key markets, and product offerings; (3) the degree to which higher costs can be offset with productivity measures and/or passed on to customers through selling price increases, without a significant loss of volume; and (4) the execution and integration of acquisitions.

        Our forward-looking statements are made only as of the date hereof. We assume no duty to update these forward-looking statements to reflect new, changed or unanticipated events or circumstances, other than as may be required by law.

1        Avery Dennison Corporation 2016 Annual Report


Avery Dennison Corporation

Five-Year Summary

(Dollars in millions, except percentages

    2016           2015           2014  (1)         2013           2012        

and per share amounts)

    Dollars     %     Dollars     %     Dollars     %     Dollars     %     Dollars     %  

For the Year

                                                             

Net sales

  $ 6,086.5     100.0   $ 5,966.9     100.0   $ 6,330.3     100.0   $ 6,140.0     100.0   $ 5,863.5     100.0  

Gross profit

    1,699.7     27.9     1,645.8     27.6     1,651.2     26.1     1,637.7     26.7     1,529.5     26.1  

Marketing, general and administrative expense

    1,097.5     18.0     1,108.1     18.6     1,158.9     18.3     1,174.2     19.1     1,152.6     19.7  

Interest expense

    59.9     1.0     60.5     1.0     63.3     1.0     60.9     1.0     72.5     1.2  

Other expense, net (2)

    65.2     1.1     68.3     1.1     68.2     1.1     36.6     .6     68.8     1.2  

Income from continuing operations before taxes

    477.1     7.8     408.9     6.9     360.8     5.7     366.0     6.0     235.6     4.0  

Provision for income taxes

    156.4     2.6     134.5     2.3     113.5     1.8     124.3     2.0     76.1     1.3  

Income from continuing operations

    320.7     5.3     274.4     4.6     247.3     3.9     241.7     3.9     159.5     2.7  

(Loss) income from discontinued operations, net of tax

        N/A     (.1 )   N/A     (2.2 )   N/A     (28.5 )   N/A     57.8     N/A  

Net income

    320.7     5.3     274.3     4.6     245.1     3.9     213.2     3.5     217.3     3.7  

   
2016
   
 
   
2015
   
 
   
2014
   
 
   
2013
   
 
   
2012
       

Per Share Information

                                                             

Income per common share from continuing operations

  $ 3.60         $ 3.01         $ 2.64         $ 2.46         $ 1.56        

(Loss) income per common share from discontinued operations

                        (.03 )         (.29 )         .56        

Net income per common share

    3.60           3.01           2.61           2.17           2.12        

Income per common share from continuing operations, assuming dilution

    3.54           2.95           2.58           2.41           1.54        

(Loss) income per common share from discontinued operations, assuming dilution

                        (.02 )         (.28 )         .56        

Net income per common share, assuming dilution

    3.54           2.95           2.56           2.13           2.10        

Dividends per common share

    1.60           1.46           1.34           1.14           1.08        

Weighted average number of common shares outstanding (in millions)

    89.1           91.0           93.8           98.4           102.6        

Weighted average number of common shares outstanding, assuming dilution (in millions)

    90.7           92.9           95.7           100.1           103.5        

Market price per share at fiscal year-end

  $ 70.22         $ 62.66         $ 51.79         $ 50.48         $ 34.40        

Market price per share range

    58.16 to
78.84
          51.07 to
66.18
          41.28 to
52.67
          34.92 to
50.65
          26.38 to
34.97
       

At End of Year

                                                             

Property, plant and equipment, net (3)

  $ 915.2         $ 847.9         $ 875.3         $ 922.5         $ 1,015.5        

Total assets (4)

    4,396.4           4,133.7           4,356.9           4,608.3           5,113.2        

Long-term debt and capital leases

    713.4           963.6           940.1           944.6           697.6        

Total debt

    1,292.5           1,058.9           1,144.4           1,021.5           1,217.8        

Shareholders' equity (4)

    925.5           965.7           1,047.7           1,468.1           1,536.6        

Other Information

                                                             

Depreciation and amortization expense (3)

  $ 180.1         $ 188.3         $ 201.6         $ 204.3         $ 211.0        

Research and development expense (3)

    89.7           91.9           102.5           96.0           98.6        

Effective tax rate (3)

   
32.8

%
       
32.9

%
       
31.5

%
       
34.0

%
       
32.3

%
     
(1)
Results for 2014 reflected a 53-week period.
(2)
Included pre-tax charges for severance and related costs, asset impairment charges, lease and other contract cancellation costs, and other items.
(3)
Amounts are for continuing operations only.
(4)
Amounts are for continuing and discontinued operations.
2

Stockholder Return Performance

        The graph below compares the cumulative stockholder return on our common stock, including the reinvestment of dividends, with the return on the S&P 500® Stock Index, the average return (weighted by market capitalization) of the S&P 500® Materials and Industrials subsets (the "Market Basket"), and the median return of the Market Basket, in each case for the five-year period ending December 31, 2016.

Comparison of Five-Year Cumulative Total Return as of December 31, 2016

GRAPHIC

Total Return Analysis (1)

 
  12/31/2011
  12/31/2012
  12/31/2013
  12/31/2014
  12/31/2015
  12/31/2016
 

Avery Dennison Corporation

  $ 100.00   $ 123.24   $ 171.14   $ 181.46   $ 220.14   $ 250.10  

S&P 500 Index

    100.00     112.58     141.77     157.06     155.92     170.12  

Market Basket (Weighted Average) (2)

    100.00     116.19     156.46     173.07     172.00     202.46  

Market Basket (Median)

    100.00     117.86     158.37     175.68     161.04     186.86  
(1)
Assumes $100.00 invested on December 31, 2011 and the reinvestment of dividends.
(2)
Average weighted by market capitalization.

        Historical stock price performance is not necessarily indicative of future stock price performance.

3        Avery Dennison Corporation 2016 Annual Report


Management's Discussion and Analysis of Financial Condition and Results of Operations

ORGANIZATION OF INFORMATION

        Management's Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, provides management's views on our financial condition and results of operations, should be read in conjunction with the accompanying Consolidated Financial Statements and notes thereto, and includes the following sections:

Non-GAAP Financial Measures

  4

Overview and Outlook

  4

Analysis of Results of Operations

  6

Results of Operations by Reportable Segment

  8

Financial Condition

  9

Critical Accounting Estimates

  13

Recent Accounting Requirements

  16

Market-Sensitive Instruments and Risk Management

  16

NON-GAAP FINANCIAL MEASURES

        We report our financial results in conformity with accounting principles generally accepted in the United States of America, or GAAP, and also communicate with investors using certain non-GAAP financial measures. These non-GAAP financial measures are not in accordance with, nor are they a substitute for or superior to, the comparable GAAP financial measures. These non-GAAP financial measures are intended to supplement the presentation of our financial results that are prepared in accordance with GAAP. Based upon feedback from investors and financial analysts, we believe that the supplemental non-GAAP financial measures we provide are useful to their assessments of our performance and operating trends, as well as liquidity.

        Our non-GAAP financial measures exclude the impact of certain events, activities or strategic decisions. The accounting effects of these events, activities or decisions, which are included in the GAAP financial measures, may make it difficult to assess our underlying performance in a single period. By excluding the accounting effects, both positive and negative, of certain items (e.g. restructuring charges, legal settlements, certain effects of strategic transactions and related costs, losses from debt extinguishments, gains and losses from curtailment and settlement of pension obligations, gains or losses on sales of certain assets, and other items), we believe that we are providing meaningful supplemental information to facilitate an understanding of our core operating results and liquidity measures. These non-GAAP financial measures are used internally to evaluate trends in our underlying performance, as well as to facilitate comparison to the results of competitors for a single period. While some of the items we exclude from GAAP financial measures recur, they tend to be disparate in amount, frequency, or timing.

        We use the following non-GAAP financial measures in this MD&A:

OVERVIEW AND OUTLOOK

Fiscal Year

        Normally, our fiscal years consist of 52 weeks, but every fifth or sixth fiscal year consists of 53 weeks. Our 2016 and 2015 fiscal years consisted of 52-week periods ending December 31, 2016 and January 2, 2016, respectively. Our 2014 fiscal year consisted of a 53-week period ending January 3, 2015.

Segment Information

        In the fourth quarter of 2016, we changed our operating structure to align with our overall business strategy, and our Chief Executive Officer, who is also our chief operating decision maker, requested changes in the information that he regularly reviews for purposes of allocating resources and assessing performance. As a result of these events, our fiscal year 2016 results are reported based on our new reportable segments, as described in Note 15, "Segment Information," to the

4


Management's Discussion and Analysis of Financial Condition and Results of Operations

Consolidated Financial Statements. We have reclassified certain prior period amounts to reflect our new operating structure.

Net Sales

        The factors impacting the reported sales change are shown in the table below:

 
  2016
  2015
 

Reported sales change

    2 %   (6 )%

Foreign currency translation

    3     9  

Sales change (ex. currency)

    5 %   3 %

Extra week in 2014 fiscal year

        1  

Acquisitions/divestitures

    (1 )   1  

Organic sales change

    4 %   5 %

        In both years, net sales increased on an organic basis primarily due to higher volume.

Income from Continuing Operations

        Income from continuing operations increased from approximately $274 million in 2015 to approximately $321 million in 2016. Major factors affecting the change in income from continuing operations in 2016 compared to 2015 included:

        Positive factors:

        Offsetting factors:

Cost Reduction Actions

2015/2016 Actions

        During fiscal year 2016, we recorded $20.9 million in restructuring charges, net of reversals, related to restructuring actions initiated during the third quarter of 2015 ("2015/2016 Actions") that we expect to continue through 2017. These charges consisted of severance and related costs for the reduction of approximately 440 positions, lease cancellation costs, and asset impairment charges.

        During fiscal year 2015, we recorded $26.1 million in restructuring charges, net of reversals, related to our 2015/2016 Actions. These charges consisted of severance and related costs for the reduction of approximately 430 positions, lease cancellation costs, and asset impairment charges.

        No employees impacted by our 2015/2016 Actions taken through December 31, 2016 remained employed by us as of such date.

2014/2015 Actions

        During fiscal year 2015, we recorded $33.4 million in restructuring charges, net of reversals, related to restructuring actions we initiated in 2014 that continued through the second quarter of 2015 ("2014/2015 Actions"). These charges consisted of severance and related costs for the reduction of approximately 605 positions, lease cancellation costs, and asset impairment charges.

        No employees impacted by our 2014/2015 Actions remained employed by us as of December 31, 2016.

Impact of Cost Reduction Actions

        During fiscal year 2016, we realized more than $80 million in savings, net of transition costs, from our 2015/2016 Actions and 2014/2015 Actions.

        We anticipate incremental savings, net of transition costs, from our 2015/2016 actions of approximately $40 million to $50 million in 2017. We estimate cash restructuring costs of approximately $25 million in 2017.

        Restructuring charges were included in "Other expense, net" in the Consolidated Statements of Income. Refer to Note 13, "Cost Reduction Actions," to the Consolidated Financial Statements for more information.

Acquisitions

        On August 1, 2016, we completed the acquisition of the European business of Mactac ("Mactac") from Platinum Equity through the purchase of Evergreen Holding V, LLC. Mactac manufactures pressure-sensitive materials that primarily complement our existing graphics portfolio. The total consideration for this acquisition, net of cash received, was approximately $220 million, which we funded primarily through existing credit facilities. Due to the allowable time required to complete our assessment, the valuation of certain acquired assets and liabilities, including environmental liabilities and taxes, is currently pending. This acquisition was not material to our Consolidated Financial Statements.

        In December 2016, we announced our agreement to acquire Hanita Coatings, a pressure-sensitive manufacturer of specialty films and laminates, from Kibbutz Hanita Coatings and Tene Investment Funds for a purchase price of $75 million, subject to customary adjustments. We expect to complete this acquisition in the first quarter of 2017.

        In February 2017, we announced our agreement to acquire Yongle Tape Company Ltd. ("Yongle Tape"), a manufacturer of specialty tapes and related products used in a variety of industrial markets, from Yongle Tape's management and ShawKwei & Partners. The purchase price is $190 million, which is subject to customary adjustments, with an additional earn-out opportunity of up to $55 million to be paid based on the acquired business' achievement of certain performance targets over the next two years. We expect to complete this acquisition in mid-2017.

        We expect to fund the acquisitions of Hanita Coatings and Yongle Tape with cash and credit facilities available at the time of closing.

5        Avery Dennison Corporation 2016 Annual Report


Management's Discussion and Analysis of Financial Condition and Results of Operations

Free Cash Flow

(In millions)
  2016
  2015
  2014
 

Net cash provided by operating activities

  $ 585.3   $ 473.7   $ 354.9  

Purchases of property, plant and equipment

    (176.9 )   (135.8 )   (147.9 )

Purchases of software and other deferred charges

    (29.7 )   (15.7 )   (27.1 )

Proceeds from sales of property, plant and equipment

    8.5     7.6     4.3  

(Purchases) sales of investments, net

    (.1 )   (.5 )   .3  

Plus: free cash outflow from discontinued operations

        .1     .2  

Free cash flow

  $ 387.1   $ 329.4   $ 184.7  

        In 2016, free cash flow increased compared to 2015 primarily due to higher net income, lower severance payments, benefits from changes in operational working capital, and lower income tax payments, net of refunds, partially offset by higher capital and software expenditures, higher incentive compensation paid in 2016 for the 2015 performance year, and higher pension plan contributions.

        In 2015, free cash flow increased compared to 2014 primarily due to the timing of vendor payments, higher operating income, lower incentive compensation paid in 2015 for the 2014 performance year, and lower capital and software expenditures, partially offset by the timing of collections from customers and higher payments for taxes.

        See "Analysis of Results of Operations" and "Liquidity" for more information.

Outlook

        Certain factors that we believe may contribute to our 2017 results, including acquisitions announced in 2016, are described below:

ANALYSIS OF RESULTS OF OPERATIONS

Income from Continuing Operations before Taxes

(In millions, except percentages)
  2016
  2015
  2014
 

Net sales

  $ 6,086.5   $ 5,966.9   $ 6,330.3  

Cost of products sold

    4,386.8     4,321.1     4,679.1  

Gross profit

    1,699.7     1,645.8     1,651.2  

Marketing, general and administrative expense

    1,097.5     1,108.1     1,158.9  

Interest expense

    59.9     60.5     63.3  

Other expense, net

    65.2     68.3     68.2  

Income from continuing operations before taxes

  $ 477.1   $ 408.9   $ 360.8  

Gross profit margin

   
27.9

%
 
27.6

%
 
26.1

%

Gross Profit Margin

        Gross profit margin in 2016 improved compared to 2015 primarily reflecting benefits from productivity initiatives, including savings from restructuring, net of transition costs, and higher volume, and partially offset by higher employee-related costs, the net impact of pricing and raw material input costs, and unfavorable geographic mix.

        Gross profit margin in 2015 improved compared to 2014 primarily reflecting benefits from productivity initiatives, including savings from restructuring, net of transition costs, higher volume, the impact of changes in foreign currency rates, and the net impact of pricing and raw material input costs, partially offset by higher employee-related costs and changes in product mix in our Retail Branding and Information Solutions ("RBIS") reportable segment.

Marketing, General and Administrative Expense

        Marketing, general and administrative expense decreased in 2016 compared to 2015 reflecting benefits from productivity initiatives, including savings from restructuring, net of transition costs, and the favorable impact of foreign currency translation, partially offset by higher employee-related costs.

        Marketing, general and administrative expense decreased in 2015 compared to 2014 reflecting the impact of currency and benefits from productivity initiatives, including savings from restructuring, net of transition costs, partially offset by higher employee-related costs.

Interest Expense

        Interest expense in 2016 was comparable to 2015.

        Interest expense decreased approximately $3 million in 2015 compared to 2014 reflecting a decrease in foreign short-term debt, the extra week in our 2014 fiscal year, and the maturity of a series of our medium-term notes, partially offset by an increase in commercial paper borrowings.

6


Management's Discussion and Analysis of Financial Condition and Results of Operations

Other Expense, net

(In millions)
  2016
  2015
  2014
 

Other expense, net by type

                   

Restructuring charges:

                   

Severance and related costs

  $ 14.7   $ 52.5   $ 54.7  

Asset impairment charges and lease and other contract cancellation costs

    5.2     7.0     11.4  

Other items:

                   

Net loss from curtailment and settlement of pension obligations

    41.4     .3     1.6  

Net gains on sales of assets

    (1.1 )   (1.7 )   (2.5 )

Transaction costs

    5.0          

Legal settlements

        (.3 )    

Loss on sale of a product line and related exit costs

        10.5      

Indefinite-lived intangible asset impairment charge

            3.0  

Other expense, net

  $ 65.2   $ 68.3   $ 68.2  

        Refer to Note 13, "Cost Reduction Actions," to the Consolidated Financial Statements for more information regarding charges associated with restructuring.

        Refer to Note 6, "Pension and Other Postretirement Benefits," to the Consolidated Financial Statements for more information regarding the net loss from curtailment and settlement of pension obligations.

Net Income and Earnings per Share

(In millions, except percentages and per share amounts)
  2016
  2015
  2014
 

Income from continuing operations before taxes

  $ 477.1   $ 408.9   $ 360.8  

Provision for income taxes

    156.4     134.5     113.5  

Income from continuing operations

    320.7     274.4     247.3  

Loss from discontinued operations, net of tax

        (.1 )   (2.2 )

Net income

  $ 320.7   $ 274.3   $ 245.1  

Net income per common share

  $ 3.60   $ 3.01   $ 2.61  

Net income per common share, assuming dilution

    3.54     2.95     2.56  

Effective tax rate for continuing operations

   
32.8

%
 
32.9

%
 
31.5

%

Provision for Income Taxes

        The 2016 effective tax rate for continuing operations included a tax expense of $7.6 million associated with the cost to repatriate non-permanently reinvested current earnings of certain foreign subsidiaries and a tax expense of $46.3 million related to the U.S. income and foreign withholding taxes resulting from changes in indefinite reinvestment assertions on certain foreign earnings; benefits from changes in certain tax reserves, including interest and penalties, of $16.8 million resulting from settlements of certain foreign audits and $5.4 million resulting from expirations of statutes of limitations; benefits of $6.7 million from the release of valuation allowances against certain deferred tax assets in a foreign jurisdiction associated with a structural simplification approved by the tax authority and $3.6 million from the release of valuation allowances on certain state deferred tax assets; and a tax expense of $8.4 million from deferred tax adjustments resulting from enacted tax rate changes in certain foreign jurisdictions.

        We assess the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use existing deferred tax assets. On the basis of this evaluation, we record valuation allowances only with respect to the portion of the deferred tax asset that is more likely than not to be realized. However, the amount of the deferred tax asset considered realizable could be adjusted if estimates of future taxable income during the carryforward period changes or if objective negative evidence in the form of cumulative losses is no longer present. For example, if our U.S. profitability improves at a higher-than-expected rate, it is possible that the remaining valuation allowances on state deferred tax assets could be subject to further releases.

        In connection with our initiatives to simplify our corporate legal entity and intercompany financing structures, we evaluated the facts and circumstances surrounding the indefinite reinvestment assertions on certain foreign earnings that would be affected as a result of our actions to improve structural and operational efficiency. Our evaluation considered working capital, long-term liquidity, capitalization improvement, acquisition plans, and alignment of the existing structure with long-term strategic plans. As a result of this evaluation, we determined that the excess of the amount for financial reporting over the tax basis of investments in certain foreign subsidiaries is subject to reversal in the foreseeable future. As a result, we recorded a tax provision for the effects of changes in indefinite reinvestment assertions in 2016.

        The 2015 effective tax rate for continuing operations included a tax expense of $20 million associated with the tax cost to repatriate non-permanently reinvested 2015 earnings of certain foreign subsidiaries; benefits from changes in certain tax reserves, including interest and penalties, of $5.8 million resulting from settlements of audits and $8.2 million resulting from expirations of statutes of limitations; and a tax benefit of $2.6 million from the extension of the federal research and development credit.

        The 2014 effective tax rate for continuing operations included tax benefits for changes in certain tax reserves, including interest and penalties, of $10.2 million resulting from settlements of audits and $18.1 million resulting from expirations of statutes of limitations; a repatriation tax benefit of $9.8 million related to certain foreign losses; a tax expense of $9.1 million from the taxable inclusion of a net foreign currency gain related to the revaluation of certain intercompany loans; a tax expense of $10.6 million related to our change in estimate of the potential outcome of uncertain tax issues in China and Germany; and a state tax expense of $2.5 million primarily related to gains arising as a result of certain foreign reorganizations.

        On December 18, 2015, the Protecting Americans from Tax Hikes Act of 2015 ("PATH Act") was enacted, which included a provision making permanent the federal research and development tax credit for the tax years 2015 and beyond. The PATH Act also retroactively extended the controlled foreign corporation ("CFC") look-through rule that had expired on December 31, 2014. For periods during which the look-through rule was effective, U.S. federal income tax on certain dividends, interest, rents, and royalties received or accrued by a CFC of a U.S. multinational enterprise from a related CFC are deferred. The

7        Avery Dennison Corporation 2016 Annual Report


Management's Discussion and Analysis of Financial Condition and Results of Operations

retroactive effects of the extension of the CFC look-through rule did not have a material impact on our effective tax rate or operating results. The extension of the CFC look-through rule is currently scheduled to expire on December 31, 2019.

        Due to recent changes in the U.S. government, U.S. tax reform may be enacted in the near future. Significant changes that could occur include a reduction of the corporate income tax rate, a one-time deemed repatriation of untaxed foreign earnings, border adjustability, territoriality, and various increases to the tax base. Due to the lack of clarity regarding if, how, and when any such tax reform will be enacted, the potential impact of U.S. tax reform is unclear. We continue to closely monitor these developments.

        Refer to Note 14, "Taxes Based on Income," to the Consolidated Financial Statements for more information.

RESULTS OF OPERATIONS BY REPORTABLE SEGMENT

        Operating income refers to income from continuing operations before interest and taxes.

Label and Graphic Materials

(In millions)
  2016
  2015
  2014
 

Net sales including intersegment sales

  $ 4,250.7   $ 4,093.4   $ 4,362.9  

Less intersegment sales

    (63.4 )   (61.3 )   (64.2 )

Net sales

  $ 4,187.3   $ 4,032.1   $ 4,298.7  

Operating income (1)

    516.2     453.4     396.9  

(1) Included charges associated with restructuring in all years, transaction costs in 2016, gain on sale of asset in 2015, and losses from curtailment and settlement of pension obligations in 2015 and 2014.

  $ 13.0   $ 12.1   $ 41.5  

Net Sales

        The factors impacting the reported sales change are shown in the table below:

 
  2016
  2015
 

Reported sales change

    4 %   (6 )%

Foreign currency translation

    3     10  

Acquisitions

    (1 )    

Extra week in 2014 fiscal year

        1  

Organic sales change (1)

    5 %   5 %
(1)
Totals may not sum due to rounding.

        In both years, net sales increased on an organic basis primarily due to higher volume.

        In 2016, net sales increased on an organic basis at a low-teen digit rate in emerging markets, at a mid-single digit rate in Western Europe, and at a low-single digit rate in North America.

        In 2015, net sales increased on an organic basis at mid-single digit rates in both Western Europe and emerging markets and at a low-single digit rate in North America.

Operating Income

        Operating income increased in 2016 compared to 2015 due to higher volume and benefits from productivity initiatives, including savings from restructuring, net of transition costs, partially offset by the net impact of pricing and raw material input costs, unfavorable geographic mix, the unfavorable impact of foreign currency translation, and higher employee-related costs.

        Operating income increased in 2015 compared to 2014 due to benefits from productivity initiatives, including savings from restructuring, net of transition costs, higher volume, lower restructuring charges, and the net impact of pricing and raw material input costs, partially offset by higher employee-related costs and the unfavorable impact of foreign currency translation.

Retail Branding and Information Solutions

(In millions)
  2016
  2015
  2014
 

Net sales including intersegment sales

  $ 1,448.3   $ 1,446.3   $ 1,518.5  

Less intersegment sales

    (2.9 )   (2.9 )   (2.5 )

Net sales

  $ 1,445.4   $ 1,443.4   $ 1,516.0  

Operating income (1)

    102.6     51.6     68.5  

(1) Included charges associated with restructuring in all years, loss on sale of a product line and related transaction and exit costs in 2016 and 2015, gains on sales of assets in 2016 and 2014, legal settlement in 2015, indefinite-lived intangible asset impairment charge in 2014, and loss from settlement of pension obligation in 2014.

  $ 9.8   $ 45.7   $ 22.0  

Net Sales

        The factors impacting the reported sales change are shown in the table below:

 
  2016
  2015
 

Reported sales change

    %   (5 )%

Foreign currency translation

    2     4  

Product line divestiture

    2     2  

Extra week in 2014 fiscal year

        1  

Organic sales change (1)

    3 %   3 %
(1)
Totals may not sum due to rounding.

        In 2016, net sales increased on an organic basis primarily due to higher volume from sales of radio-frequency identification products.

        In 2015, net sales increased on an organic basis primarily due to higher volume.

Operating Income

        Operating income increased in 2016 compared to 2015 due to higher volume, lower restructuring charges, benefits from productivity initiatives, including savings from restructuring, net of transition costs, and the loss on sale of a product line and related transaction and exit costs in the prior year, partially offset by higher employee-related costs and the impact of strategic pricing actions.

        Operating income decreased in 2015 compared to 2014 due to higher employee-related costs, higher restructuring charges, the impact of strategic pricing actions, and the loss on sale of a product line and related exit costs, partially offset by benefits from productivity initiatives, including savings from restructuring, net of transition costs, as well as higher volume.

8


Management's Discussion and Analysis of Financial Condition and Results of Operations

Industrial and Healthcare Materials

(In millions)
  2016
  2015
  2014
 

Net sales including intersegment sales

  $ 461.0   $ 506.2   $ 534.7  

Less intersegment sales

    (7.2 )   (14.8 )   (19.1 )

Net sales

  $ 453.8   $ 491.4   $ 515.6  

Operating income (1)

    54.6     57.1     45.2  

(1) Included charges associated with restructuring in all years and transaction costs in 2016.

  $ 1.9   $ 8.0   $ 4.3  

Net Sales

        The factors impacting the reported sales change are shown in the table below:

 
  2016
  2015
 

Reported sales change

    (8 )%   (5 )%

Foreign currency translation

    2     9  

Acquisition

    (2 )    

Extra week in 2014 fiscal year

        1  

Organic sales change

    (8 )%   5 %

        In 2016, net sales decreased on an organic basis primarily due to lower volume in the Performance Tapes product group. Net sales decreased on an organic basis at a high-single digit rate for the Performance Tapes product group primarily due to a personal care program loss.

        In 2015, net sales increased on an organic basis primarily due to higher volume. Net sales increased on an organic basis at a mid-teen digit rate for the Performance Tapes product group.

Operating Income

        Operating income decreased in 2016 compared to 2015 primarily due to lower volume, partially offset by benefits from productivity initiatives, including savings from restructuring, net of transition costs, and lower restructuring charges.

        Operating income increased in 2015 compared to 2014 primarily due to benefits from productivity initiatives, including savings from restructuring, net of transition costs, the net impact of pricing and raw material input costs, and higher volume, partially offset by the impact of unfavorable product mix and higher restructuring charges.

FINANCIAL CONDITION

Liquidity

Operating Activities

(In millions)
  2016
  2015
  2014
 

Net income

  $ 320.7   $ 274.3   $ 245.1  

Depreciation and amortization

    180.1     188.3     201.6  

Provision for doubtful accounts and sales returns

    54.4     46.5     45.2  

Loss on sale of businesses

            3.4  

Indefinite-lived intangible asset impairment charge

            3.0  

Net losses from asset impairments and sales/disposals of assets

    1.5     12.2     10.2  

Stock-based compensation

    27.2     26.3     28.3  

Loss from settlement of pension obligations

    41.4          

Other non-cash expense and loss

    46.2     50.1     44.2  

Trade accounts receivable

    (88.2 )   (135.9 )   (65.4 )

Inventories

    (19.6 )   (34.4 )   (33.0 )

Other current assets

    (7.6 )   3.9     (33.7 )

Accounts payable

    31.6     65.5     (62.8 )

Accrued liabilities

    32.4     7.0     (18.2 )

Income taxes (deferred and accrued)

    38.2     (10.8 )   (2.6 )

Other assets

    (1.2 )   (.3 )   (3.5 )

Long-term retirement benefits and other liabilities

    (71.8 )   (19.0 )   (6.9 )

Net cash provided by operating activities

  $ 585.3   $ 473.7   $ 354.9  

        For cash flow purposes, changes in assets and liabilities and other adjustments exclude the impact of foreign currency translation (discussed below in "Analysis of Selected Balance Sheet Accounts").

        In 2016, cash flow provided by operating activities increased compared to 2015 due to higher net income, lower severance payments, benefits from changes in operational working capital, and lower income tax payments, net of refunds, partially offset by higher incentive compensation paid in 2016 for the 2015 performance year and higher pension contributions.

        In 2015, cash flow provided by operating activities increased compared to 2014 due to the timing of vendor payments, higher net income and lower incentive compensation paid in 2015 for the 2014 performance year, partially offset by the timing of collections from customers and higher payments for taxes.

9        Avery Dennison Corporation 2016 Annual Report


Management's Discussion and Analysis of Financial Condition and Results of Operations

Investing Activities

(In millions)
  2016
  2015
  2014
 

Purchases of property, plant and equipment

  $ (176.9 ) $ (135.8 ) $ (147.9 )

Purchases of software and other deferred charges

    (29.7 )   (15.7 )   (27.1 )

Proceeds from sales of property, plant and equipment

    8.5     7.6     4.3  

(Purchases) sales of investments, net

    (.1 )   (.5 )   .3  

Payments for acquisitions and equity method investments, net of cash acquired

    (237.2 )        

Other

        1.5      

Net cash used in investing activities

  $ (435.4 ) $ (142.9 ) $ (170.4 )

Capital and Software Spending

        In 2016, we invested in new equipment to support growth in Asia, North America, and Europe and to improve manufacturing productivity. In 2015 and 2014, we invested in new equipment to support growth, primarily in Asia and Europe, and to improve manufacturing productivity.

        Information technology investments in 2016 and 2015 were primarily associated with standardization initiatives in Asia and North America. Information technology investments in 2014 were primarily associated with standardization initiatives in Europe and North America.

Payments for Acquisitions and Equity Method Investments, Net of Cash Acquired

        In connection with the Mactac acquisition, we paid consideration, net of cash received, of approximately $220 million, which we funded primarily through existing credit facilities. We also made payments for a small acquisition and an investment accounted for using the equity method.

        Refer to Note 2, "Acquisitions," to the Consolidated Financial Statements for more information.

Other

        In May 2015, we received $1.5 million from the sale of a product line in our RBIS reportable segment.

Financing Activities

(In millions)
  2016
  2015
  2014
 

Net change in borrowings and repayments of debt

  $ 232.2   $ (105.8 ) $ 124.9  

Dividends paid

    (142.5 )   (133.1 )   (125.1 )

Share repurchases

    (262.4 )   (232.3 )   (355.5 )

Proceeds from exercises of stock options, net

    71.0     104.0     34.2  

Other

    (4.5 )   (.1 )   (2.0 )

Net cash used in financing activities

  $ (106.2 ) $ (367.3 ) $ (323.5 )

Borrowings and Repayment of Debt

        In March 2016, we entered into an agreement to establish a Euro-Commercial Paper Program pursuant to which we may issue unsecured commercial paper notes up to a maximum aggregate amount outstanding of $500 million. Proceeds from issuances under this program may be used for general corporate purposes. The maturities of the notes may vary, but may not exceed 364 days from the date of issuance. Our payment obligations with respect to any notes issued under this program are backed by our revolving credit facility (the "Revolver"). There are no financial covenants under this program. As of December 31, 2016, $209 million was outstanding under this program.

        In 2016, our commercial paper borrowings were used primarily to fund share repurchase activity, the Mactac acquisition, capital expenditures, and dividend payments. In 2015, our U.S. commercial paper borrowings were used primarily to fund share repurchase activity, dividend payments, and capital and software expenditures.

        Refer to Note 2, "Acquisitions," and Note 4, "Debt and Capital Leases," to the Consolidated Financial Statements for more information.

        Refer to "Capital Resources" below for further information on 2016 and 2015 borrowings and repayment of debt.

Dividend Payments

        We paid dividends of $1.60 per share in 2016 compared to $1.46 per share in 2015. In April 2016, we increased our quarterly dividend to $.41 per share, representing an 11% increase from our previous dividend rate of $.37 per share.

Share Repurchases

        From time to time, our Board of Directors ("Board") authorizes the repurchase of shares of our outstanding common stock. Repurchased shares may be reissued under our stock option and incentive plan or used for other corporate purposes. In 2016, we repurchased approximately 3.8 million shares of our common stock at an aggregate cost of $262.4 million. In 2015, we repurchased approximately 3.9 million shares of our common stock at an aggregate cost of $232.3 million.

        On December 4, 2014, our Board authorized the repurchase of shares of our common stock in the aggregate amount of up to $500 million (exclusive of any fees, commissions or other expenses related to such purchases), in addition to any outstanding shares authorized under any previous Board authorization. This authorization is the only one currently in effect and it will remain in effect until shares in the amount authorized have been repurchased. As of December 31, 2016, shares of our common stock in the aggregate amount of approximately $105 million remained authorized for repurchase under this Board authorization.

Proceeds from Exercises of Stock Options, net

        The number of stock options exercised was approximately 1.4 million, 2.5 million, and 1 million in 2016, 2015, and 2014, respectively. Refer to Note 12, "Long-Term Incentive Compensation," to the Consolidated Financial Statements for more information.

Analysis of Selected Balance Sheet Accounts

Long-lived Assets

        Goodwill increased by approximately $107 million to $794 million at year-end 2016, which primarily reflected the preliminary valuation of goodwill associated with the Mactac acquisition, partially offset by the impact of foreign currency translation.

        Other intangibles resulting from business acquisitions, net, increased by approximately $21 million to $67 million at year-end 2016,

10


Management's Discussion and Analysis of Financial Condition and Results of Operations

which primarily reflected the valuation of other intangibles resulting from the Mactac acquisition, partially offset by current year amortization expense and the impact of foreign currency translation.

        Refer to Note 3, "Goodwill and Other Intangibles Resulting from Business Acquisitions," to the Consolidated Financial Statements for more information.

        Other assets decreased by approximately $3 million to $403 million at year-end 2016, which primarily reflected amortization expense related to software and other deferred charges, net of purchases, and the impact of foreign currency translation, partially offset by an increase in the cash surrender value of our corporate-owned life insurance policies.

Shareholders' Equity Accounts

        The balance of our shareholders' equity decreased by approximately $40 million to $926 million at year-end 2016, which reflected the effect of share repurchases, dividend payments, and the net increase in "Accumulated other comprehensive loss." These decreases were partially offset by net income and the use of treasury shares to settle exercises of stock options and vesting of stock-based awards and fund contributions to our U.S. defined contribution plan.

        The balance of our treasury stock increased by approximately $185 million to $1.77 billion at year-end 2016, which primarily reflected share repurchase activity, partially offset by the use of treasury shares to settle exercises of stock options and vesting of stock-based awards and fund contributions to our U.S. defined contribution plan.

        Accumulated other comprehensive loss increased by approximately $69 million to $752 million at year-end 2016 primarily due to net actuarial losses in our pension and other postretirement plans as a result of lower discount rates and the unfavorable impact of foreign currency translation, partially offset by the effect of certain pension settlements related to our U.S. pension plan.

        Refer to Note 6, "Pension and other postretirement benefits," to the Consolidated Financial Statements for more information.

Impact of Foreign Currency Translation

(In millions)
  2016
  2015
 

Change in net sales

  $ (147 ) $ (528 )

Change in net income from continuing operations

    (12 )   (34 )

        In 2016, international operations generated approximately 75% of our net sales. Our future results are subject to changes in political and economic conditions in the regions in which we operate and the impact of fluctuations in foreign currency exchange and interest rates.

        The unfavorable impact of foreign currency translation on net sales in 2016 compared to 2015 was primarily related to sales in China and Argentina, as well as euro-denominated sales.

        Operations are treated as being in a hyperinflationary economy based on the cumulative inflation rate over the past three years. We had no operations in hyperinflationary economies in fiscal years 2016, 2015, or 2014.

Effect of Foreign Currency Transactions

        The impact on net income from transactions denominated in foreign currencies is largely mitigated because the costs of our products are generally denominated in the same currencies in which they are sold. In addition, to reduce our income and cash flow exposure to transactions in foreign currencies, we enter into foreign exchange forward, option and swap contracts where available and appropriate.

Analysis of Selected Financial Ratios

        We utilize the financial ratios discussed below to assess our financial condition and operating performance.

Working Capital (Deficit) and Operational Working Capital Ratios

        Working capital (deficit) (current assets minus current liabilities), as a percentage of net sales, was (1.6)% in 2016 compared to 5.3% in 2015 primarily driven by an increase in short-term debt associated with the reclassification of senior notes due on October 1, 2017 to the current portion of long-term debt and an increase in commercial paper borrowings to fund the Mactac acquisition, partially offset by increases in inventory, trade accounts receivable, and cash and cash equivalents.

        Operational working capital, as a percentage of net sales, is reconciled with working capital (deficit) below. Our objective is to minimize our investment in operational working capital, as a percentage of sales, to maximize our cash flow and return on investment.

(In millions, except percentages)
  2016
  2015
 

(A) Working capital (deficit)

  $ (99.5 ) $ 316.3  

Reconciling items:

             

Cash and cash equivalents

    (195.1 )   (158.8 )

Current refundable income taxes and other current assets

    (182.8 )   (170.7 )

Assets held for sale

    (6.8 )   (2.5 )

Short-term borrowings and current portion of long-term debt and capital leases

    579.1     95.3  

Current income taxes payable and other current accrued liabilities

    583.3     549.2  

(B) Operational working capital

  $ 678.2   $ 628.8  

(C) Net sales

  $ 6,086.5   $ 5,966.9  

Working capital (deficit), as a percentage of net sales (A) ÷ (C)

    (1.6 )%   5.3 %

Operational working capital, as a percentage of net sales (B) ÷ (C)

    11.1 %   10.5 %

Accounts Receivable Ratio

        The average number of days sales outstanding was 62 days in 2016 compared to 60 days in 2015, calculated using the four-quarter average accounts receivable balance divided by the average daily sales in 2016 and 2015, respectively. The increase in the average number of days sales outstanding from the prior year reflected the timing of collections, partially offset by the impact of increased accounts receivable reserves.

Inventory Ratio

        Average inventory turnover was 8.2 in 2016 compared to 8.6 in 2015, calculated using the annual cost of sales in 2016 and 2015, respectively, divided by the four-quarter average inventory balance. The decrease in the current year average inventory turnover primarily reflected the timing of inventory purchases.

Accounts Payable Ratio

        The average number of days payable outstanding was 71 days in 2016 compared to 70 days in 2015, calculated using the four-quarter average accounts payable balance divided by the average daily cost of products sold in 2016 and 2015, respectively. The increase in average

11        Avery Dennison Corporation 2016 Annual Report


Management's Discussion and Analysis of Financial Condition and Results of Operations

number of days payable outstanding from the prior year primarily reflected the timing of vendor payments and the impact of foreign currency translation.

Net Debt to EBITDA Ratio

(In millions, except ratios)
  2016
  2015
  2014
 

Net income

  $ 320.7   $ 274.3   $ 245.1  

Reconciling items:

                   

Interest expense

    59.9     60.5     63.3  

Provision for income taxes

    156.4     134.5     113.5  

Depreciation