Avery Dennison (AVY) 10-K risk factor changes: FY2015 vs FY2013

[removed: Should these risks actually occur,] [added: affect] our business, including our results of operations, cash flows and financial condition, [removed: could suffer, which might] [added: and] cause the value of our securities to decline.

Our ability to attain our goals and objectives is [removed: materially] dependent on numerous factors and risks, including but not limited to, the following:

In [removed: 2013,] [added: 2014,] approximately [removed: 75%] [added: 76%] 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 [removed: subsidiaries),] [added: earnings),] and international trade regulations (including tariffs), as well as the impact of these changes on the underlying demand for our products.

A decline in economic activity in the [removed: United States] [added: U.S.] and other regions of the world could result in a material adverse effect on our [removed: business, including,] [added: business as a result of,] among other things, reduced consumer spending, declines in asset valuations, diminished liquidity and credit availability, [removed: significant] volatility in securities prices, credit rating downgrades, and fluctuations in foreign currency exchange [removed: rates.][added: rates, such as the recent decline in the value of the euro.]

Declines in economic conditions in the [removed: United States,] [added: U.S.,] Europe, and Asia could [added: materially] adversely affect our customers, suppliers and businesses similar to ours.

A decline in economic conditions, [removed: including] [added: such as] the [removed: ongoing] [added: recent] macroeconomic challenges in the [removed: United States] [added: U.S.] and [removed: Europe] [added: Europe, the slowdown in the growth of the Chinese economy] and the debt crisis in certain countries in the European Union, [added: or 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 Russia, Ukraine and the surrounding areas,] could also have other material adverse effects on our business.

In addition, uncertainty regarding the stability of global credit and financial markets [removed: and widespread financial and business disruptions caused by any future U.S. government shutdown or default by the U.S. on U.S. government obligations] could cause [removed: significant] volatility and disruption in the global and U.S. economies, which could [added: materially] adversely impact our business, including the availability and cost of supplies and materials and our ability to obtain financing at reasonable costs.

If we do not compete effectively, we could lose market share or reduce selling prices, [added: materially] adversely affecting our business._

_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 [removed: costs of] raw [removed: materials] [added: material] and [removed: labor.][added: labor costs.]

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

Inflationary and other increases in the costs of raw materials, labor and energy have occurred in the past, [removed: most recently in 2010] and [removed: 2011, and] could recur.

In addition, rules adopted by the SEC pursuant to Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act requiring disclosure concerning the use of certain minerals that are mined from the Democratic Republic of Congo and adjoining countries ("Conflict Mineral [removed: Rules") could adversely affect the sourcing, supply and pricing of materials used in our products, particularly if the number of suppliers offering the minerals identified as "conflict free" is limited.][added: Rules").]

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 [removed: improving] [added: our ability to improve] productivity.

Depending on market dynamics and the terms of customer contracts, our ability to recover these costs [removed: through increased pricing] [added: by increasing prices] may be limited.

A disruption to our supply chain could [removed: adversely affect] [added: 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.

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

We intend to continue efforts to reduce costs in [removed: many of] our operations, [removed: including through] [added: which may include] facility closures and square footage reductions, headcount reductions, organizational restructuring, process standardization, and manufacturing relocation.

[removed: However, the] [added: The] success of these efforts is not assured and lower levels of productivity could reduce profitability.

_Foreign currency exchange rates, and fluctuations in those rates, may [added: materially adversely] affect our business._

[removed: Fluctuations] [added: With approximately 76% of our sales for the fiscal year ending January 3, 2015 arising from foreign sales, we are subject to fluctuations] in [added: foreign] currencies [added: which] can cause transaction, translation and other losses, [removed: which] [added: and] could negatively impact our sales and profitability.

Margins on sales of our products in foreign countries could be materially [removed: and] adversely affected by foreign currency exchange rate fluctuations.

Hedging activities may only offset a portion of the [added: material] adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place.

If this were to occur, the assets we hold in a country that re-introduces its local currency could be significantly devalued and the demand and pricing [removed: strategy] for our products could be [added: materially] adversely [removed: impacted] [added: affected] given the introduction of additional currencies.

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 [removed: company is integrated.]

[removed: _Increased difficulty] [added: _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._

Research and development is complex and [removed: uncertain and requires] [added: uncertain, requiring] innovation and anticipation of market trends.

We could focus on products that ultimately are not accepted by customers or we could suffer delays in [added: the] production or launch of new products that could compromise our competitive position.

Insurance costs can be unpredictable and may [added: materially] adversely impact our business.

We regularly assess the likelihood of [added: material] adverse outcomes resulting from these examinations to determine the adequacy of our provision for taxes.

Our estimate of the potential outcome of uncertain tax issues is subject to our assessment of relevant risks, facts, and circumstances existing at [removed: that] [added: the] time.

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 [added: adversely] impact our effective tax rate [removed: and/or] [added: and] have a material [added: adverse] effect on our business.

[removed: Currently,] [added: In 2014,] approximately [removed: 75%] [added: 76%] of our sales [removed: are] [added: were] generated from customers located outside of the U.S., and a substantial portion of our assets and [removed: our] employees [removed: are] [added: were] located outside of the U.S. We have not accrued income taxes and foreign withholding taxes on unrepatriated earnings for most 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 [removed: and] 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 expansion [removed: in certain markets] [added: to additional geographies] and our ongoing productivity efforts and recent employee [removed: reductions,] [added: restructuring actions,] it may be difficult for us to recruit and retain sufficient numbers of highly-skilled employees.

Service provider delays, resource availability, business issues or errors may [removed: lead to disruption in] [added: disrupt] our businesses and/or [removed: increased] [added: increase] costs.

If we do not effectively develop, implement and manage outsourcing [removed: strategies,] [added: relationships,] if third-party providers do not perform effectively [removed: and] [added: 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.

_Significant disruption to [removed: our] [added: the] information technology infrastructure [added: that stores our information] could [added: materially] adversely [removed: impact] [added: affect] our business._

We rely on the efficient and uninterrupted operation of a large and complex information technology infrastructure to link our [removed: worldwide divisions.][added: global business.]

Like other information technology systems, ours is susceptible to a number of [removed: factors] [added: 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.

The factors and risks discussed below, as well as the matters that are generally set forth in this Annual Report on Form 10-K and the documents incorporated herein by reference, could materially adversely

The current political situation in Ukraine, the sanctions imposed against Russia by certain European nations and the U.S. and Russia's response to these sanctions may further increase the economic uncertainty in the affected regions and lead to further fluctuation in the value of foreign currencies used in these regions, such as the euro and the ruble.

In an effort to minimize adverse disclosures, we could make alternative sourcing and supply decisions for materials used in certain of our products, which could materially adversely affect our pricing terms, particularly if suppliers incur significant additional costs and expenses in making the determinations required to support this disclosure or if the number of suppliers offering minerals identified as "conflict free" is limited.

_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 January 3, 2015, approximately 76% of our sales were generated from customers located outside of the U.S. International operations and activities involve risks that are different from and potentially greater than the risks we face with respect to our domestic operations, including our less extensive knowledge of and relationships with contractors, suppliers, distributors and customers in certain of these markets; changes in foreign political, regulatory and economic conditions, including nationally, regionally and locally; 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 to 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; materially adverse effects of changes in exchange rates for foreign currencies; challenges with respect to the repatriation of foreign earnings; 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 addition, product liability claims or regulatory actions could materially adversely affect our financial results or 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 which 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.

_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 percentage 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.

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.

company is integrated.

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

The secure maintenance of this information is critical to our operations.

Our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions.

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.

Contractual provisions with third parties, including

cloud service providers, may limit our ability to recover these losses.

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.

If we fail to retain sufficient numbers of highly-skilled employees, we could experience disruption in our businesses and difficulties managing our operations and implementing our business strategy.

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._

Increases in short-term interest rates would directly impact the amount of interest we pay.

An assumed 50 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 $1 million on variable rate borrowings in 2014.

In recent years, 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.

Changes in these monetary policy positions, including but not limited to an elimination of quantitative easing over time, or market expectation of such changes, may result in significantly higher long-term interest rates the transition to which may be abrupt.

Such a transition 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.

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.

Because of changing market conditions or changes in the participant population, the actuarial assumptions that we

The restrictive covenants in our existing debt agreements and any future financing agreements may adversely

affect our ability to engage in certain business activities that may otherwise be in our best long-term interests.

In assessing fair value, we make estimates

Kingdom's Bribery Act of 2010.

Due to the international nature of our business, our failure to comply with these rules and regulations could expose us to liabilities.

During 2010, the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 were signed into law in the United States.

Much of the cost of the enacted healthcare legislation is expected to occur in or after 2014 due to provisions of the legislation being phased in over time, and changes to our healthcare cost structure could have a material adverse impact on our business.

The information called for by this Item is contained under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our [removed: 2013] [added: 2014] Annual Report and incorporated herein by reference.

The information called for by this Item is contained under "Market-Sensitive Instruments and Risk Management" in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our [removed: 2013] [added: 2014] Annual Report and incorporated herein by reference.

Avery Dennison Corporation ("Avery Dennison," the "Company," "Registrant," or "Issuer," [removed: and] which may be 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.

Our reportable segments in [removed: 2013] [added: 2014] were:

Pressure-sensitive Materials ("PSM"); [removed: and]

Retail Branding and Information Solutions [removed: ("RBIS").][added: ("RBIS"); and]

[added: On July 1, 2013, we completed the sale our Office and Consumer Products ("OCP") and Designed and Engineered Solutions ("DES") businesses to CCL Industries Inc.] We continue to be subject to indemnification [removed: provisions,] [added: obligations,] including for breaches of certain representations, warranties and covenants, under the terms of the purchase agreement.

In addition, the tax liability associated with the sale is subject to completion of tax return filings in the jurisdictions where [added: we operated] the OCP and DES [removed: businesses operated.][added: businesses.]

In [removed: 2013,] [added: 2014,] the PSM and RBIS segments contributed approximately [removed: 73%] [added: 74%] and [removed: 26%,] [added: 25%, respectively,] of our total [removed: sales, respectively.][added: sales.]

In [removed: 2013,] [added: 2014,] international operations constituted a substantial majority of our business, representing approximately [removed: 75%] [added: 76%] of our sales.

As of [removed: December 28, 2013,] [added: January 3, 2015,] we operated approximately 180 manufacturing and distribution facilities worldwide, employed [removed: approximately 26,000] [added: over 25,000] persons, and had operations in over 50 countries.

Our PSM segment manufactures and sells Fasson®-, JAC®-, and Avery Dennison®-brand pressure-sensitive label and packaging materials, Avery Dennison®-brand [removed: graphics and graphic films,] [added: graphics,] Avery Dennison®-brand reflective products, Avery Dennison®-brand tapes, and performance polymers (largely used to manufacture pressure-sensitive materials).

[removed: 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.

When used in package decoration applications, the visual appeal of self-adhesive materials [removed: helps foster increased] [added: can help increase] sales of the [removed: product] [added: products] on which the materials are applied.

Our graphics and reflective [removed: businesses sell] [added: products include] a variety of films and other products [added: that are sold] to the architectural, commercial sign, digital printing, and other related market segments.

Our performance tapes [removed: business manufactures and sells] [added: products include] coated tapes and adhesive transfer tapes [added: that are sold] for use in non-mechanical fastening, bonding and sealing systems in various industries.

Performance polymer products include a range of solvent- and emulsion-based acrylic polymer adhesives, protective coatings and other polymer additives for [added: our] internal use, as well as for sale to other companies.

In the PSM segment, our larger competitors in [removed: our] label and packaging materials [removed: business] include Raflatac, a subsidiary of UPM-Kymmene Corporation; [removed: MacTac, a division of Bemis Company;] [added: MACTac;] Ritrama, Inc.; Flexcon Corporation, Inc.; and various regional firms.

[added: 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, relative size and scale of operations, ability to serve our customers with a broad line of quality products and service programs, distribution and brand strength, and [removed: development and commercialization of] new [removed: products] [added: product innovation] are among the more significant advantages in maintaining and further developing our competitive position.

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

[removed: This business] [added: Our Vancive segment] manufactures an array of pressure-sensitive adhesive products for surgical, wound care, ostomy, and electromedical applications.

[removed: Vancive continues to make advances, including] [added: Vancive's recent advances include] the development of MetriaTM wearable sensors and BeneholdTM proprietary adhesive technology.

We believe that our ability to serve our customers with quality, cost-effective products and [removed: newly-developed and commercialized] [added: innovative] products are among the more significant factors in developing our competitive position.

Certain financial information on our reporting segments [removed: and other specialty converting businesses] for fiscal years [added: 2014,] 2013, [removed: 2012,] and [removed: 2011] [added: 2012] appears in Note [removed: 13,] [added: 15,] "Segment Information," in the Notes to Consolidated Financial Statements contained in our [removed: 2013] [added: 2014] Annual Report to Shareholders (our [removed: "2013] [added: "2014] Annual Report") and is incorporated herein by reference.

Certain financial information about our [added: sales by] geographic [removed: areas] [added: area] for fiscal years [added: 2014,] 2013, [removed: 2012,] and [removed: 2011] [added: 2012] appears in Note [removed: 13,] [added: 15,] "Segment Information," in the Notes to Consolidated Financial Statements contained in our [removed: 2013] [added: 2014] Annual Report and is incorporated herein by reference.

Certain financial information about our working capital for fiscal years [added: 2014,] 2013, [removed: 2012,] and [removed: 2011] [added: 2012] appears in the "Financial Condition" section of "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our [removed: 2013] [added: 2014] Annual Report and is incorporated herein by reference.

Our expenses for research and development were [removed: $96] [added: $102.6] million in [removed: 2013, $98.6] [added: 2014, $96] million in [removed: 2012,] [added: 2013,] and [removed: $93.8] [added: $98.6] million in [removed: 2011.][added: 2012.]

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

Emissions from these operations contain small amounts of volatile organic compounds, which are regulated by [removed: agencies of] federal, state, local and foreign governments.

Emissions of these substances are regulated by [removed: agencies of] federal, state, local and foreign governments.

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 [removed: amended,] [added: 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) the charters of the [removed: Audit,] [added: 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.

Vancive Medical Technologies™ ("Vancive").

They are sold

Vancive Medical Technologies Segment

In addition to our reportable segments, our other specialty converting businesses category is comprised of Vancive Medical Technologies™ ("Vancive"), a producer of medical products and solutions.

On January 29, 2013, we entered into an agreement to sell our Office and Consumer Products (OCP) and Designed and Engineered Solutions (DES) businesses to CCL Industries Inc. ("CCL") for a total purchase price of $500 million.

On July 1, 2013, we completed the sale and entered into an amendment to the purchase agreement, which, among other things, increased the target net working capital amount and amended provisions related to employee matters and indemnification.

Prior to this divestiture, the OCP business was reported as a reportable segment and the DES business was included in our other specialty converting businesses.

We believe that entry of

Other specialty converting businesses

The other specialty converting businesses category consists of Vancive.

As of [removed: December 28, 2013,] [added: January 3, 2015,] 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 [removed: ten] [added: fourteen] waste disposal or waste recycling sites, which are the subject of separate investigations or proceedings concerning alleged soil and/or groundwater contamination and for which no settlement of our liability has been agreed.

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

If information [removed: becomes] [added: were to become] available that [removed: allows] [added: allowed] us to reasonably estimate the range of potential expenses in an amount higher or lower than what we have accrued, we [removed: will] [added: would] adjust our environmental liabilities accordingly.

As of [removed: December 28, 2013,] [added: January 3, 2015,] our estimated accrued liability associated with environmental remediation was [removed: $29.6] [added: $26.2] million.

If information [removed: becomes] [added: were to become] available that [removed: allows] [added: allowed] us to reasonably estimate the range of potential expenses in an amount higher or lower than what we have accrued, we [added: would] adjust our accrued liabilities accordingly.

See also Note 8, "Contingencies," in the Notes to Consolidated Financial Statements of our [removed: 2013] [added: 2014] Annual Report, which is incorporated herein by reference.

liabilities accrued by us; however, we are unable to reasonably estimate a range of potential expenses.

[removed: [AVERY] [added: AVERY] DENNISON [removed: CORPORATION](#da77301_avery_dennison_corporation)][added: CORPORATION]

For the fiscal year ended [removed: December 28, 2013][added: January 3, 2015]

Indicate by a check mark if the registrant is not required to file reports pursuant to Section 13 or [removed: 15 (d)] [added: 15(d)] of the Act.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K [removed: (§229.405)] [added: (§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.

The aggregate market value of voting and non-voting common equity held by non-affiliates as of June [removed: 29, 2013,] [added: 28, 2014,] the last business day of the registrant's most recently completed second fiscal quarter, was [removed: $4,184,795,586.][added: $4,822,071,471.]

Number of shares of common stock, $1 par value, outstanding as of [removed: February 22, 2014,] [added: January 31, 2015,] the end of the registrant's most recent fiscal month: [removed: 95,999,669.][added: 90,494,421.]

| Portions of Annual Report to Shareholders for fiscal year ended [removed: December 28, 2013] [added: January 3, 2015] | | Parts I, II |

| Portions of Definitive Proxy Statement for Annual Meeting of Stockholders to be held on April [removed: 24, 2014] [added: 23, 2015] | | Parts III, IV |

FISCAL YEAR [removed: 2013] [added: 2014] ANNUAL REPORT ON FORM [removed: 10-K][added: 10-K]

| [Item [removed: 1.](#ca77301_item_1._business)] [added: 1.](#ca41401_item_1._business)] | | [removed: [Business](#ca77301_item_1._business)] [added: [Business](#ca41401_item_1._business)] | | [removed: [1](#ca77301_item_1._business)] [added: [1](#ca41401_item_1._business)] |

| [Item [removed: 1A.](#cc77301_item_1a._risk_factors)] [added: 1A.](#ca41401_item_1a._risk_factors)] | | [Risk [removed: Factors](#cc77301_item_1a._risk_factors)] [added: Factors](#ca41401_item_1a._risk_factors)] | | [removed: [5](#cc77301_item_1a._risk_factors)] [added: [4](#ca41401_item_1a._risk_factors)] |

| [Item [removed: 1B.](#cc77301_item_1b._unresolved_staff_comments)] [added: 1B.](#cc41401_item_1b._unresolved_staff_comments)] | | [Unresolved Staff [removed: Comments](#cc77301_item_1b._unresolved_staff_comments)] [added: Comments](#cc41401_item_1b._unresolved_staff_comments)] | | [removed: [13](#cc77301_item_1b._unresolved_staff_comments)] [added: [15](#cc41401_item_1b._unresolved_staff_comments)] |

| [Item [removed: 2.](#ce77301_item_2._properties)] [added: 2.](#cc41401_item_2._properties)] | | [removed: [Properties](#ce77301_item_2._properties)] [added: [Properties](#cc41401_item_2._properties)] | | [removed: [14](#ce77301_item_2._properties)] [added: [16](#cc41401_item_2._properties)] |

| [Item [removed: 3.](#ce77301_item_3._legal_proceedings)] [added: 3.](#cc41401_item_3._legal_proceedings)] | | [Legal [removed: Proceedings](#ce77301_item_3._legal_proceedings)] [added: Proceedings](#cc41401_item_3._legal_proceedings)] | | [removed: [14](#ce77301_item_3._legal_proceedings)] [added: [16](#cc41401_item_3._legal_proceedings)] |

| [Item [removed: 4.](#ce77301_item_4._mine_safety_disclosures)] [added: 4.](#cc41401_item_4._mine_safety_disclosures)] | | [Mine Safety [removed: Disclosures](#ce77301_item_4._mine_safety_disclosures)] [added: Disclosures](#cc41401_item_4._mine_safety_disclosures)] | | [removed: [15](#ce77301_item_4._mine_safety_disclosures)] [added: [17](#cc41401_item_4._mine_safety_disclosures)] |

| [Item [removed: 5.](#cg77301_item_5._market_for_registrant___ite04666)] [added: 5.](#ce41401_item_5._market_for_registrant___ite04666)] | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#cg77301_item_5._market_for_registrant___ite04666)] [added: Securities](#ce41401_item_5._market_for_registrant___ite04666)] | | [removed: [16](#cg77301_item_5._market_for_registrant___ite04666)] [added: [18](#ce41401_item_5._market_for_registrant___ite04666)] |

| [Item [removed: 6.](#cg77301_item_6._selected_financial_data)] [added: 6.](#ce41401_item_6._selected_financial_data)] | | [Selected Financial [removed: Data](#cg77301_item_6._selected_financial_data)] [added: Data](#ce41401_item_6._selected_financial_data)] | | [removed: [16](#cg77301_item_6._selected_financial_data)] [added: [18](#ce41401_item_6._selected_financial_data)] |

| [Item [removed: 7.](#cg77301_item_7._management_s_discussio__ite03668)] [added: 7.](#ce41401_item_7._management_s_discussio__ite03668)] | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#cg77301_item_7._management_s_discussio__ite03668)] [added: Operations](#ce41401_item_7._management_s_discussio__ite03668)] | | [removed: [16](#cg77301_item_7._management_s_discussio__ite03668)] [added: [19](#ce41401_item_7._management_s_discussio__ite03668)] |

| [Item [removed: 7A.](#cg77301_item_7a._quantitative_and_qual__ite02669)] [added: 7A.](#ce41401_item_7a._quantitative_and_qual__ite02669)] | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#cg77301_item_7a._quantitative_and_qual__ite02669)] [added: Risk](#ce41401_item_7a._quantitative_and_qual__ite02669)] | | [removed: [16](#cg77301_item_7a._quantitative_and_qual__ite02669)] [added: [19](#ce41401_item_7a._quantitative_and_qual__ite02669)] |

| [Item [removed: 8](#cg77301_item_8._financial_statements_and_supplementary_data)] [added: 8](#ce41401_item_8._financial_statements_and_supplementary_data)] | | [Financial Statements and Supplementary [removed: Data](#cg77301_item_8._financial_statements_and_supplementary_data)] [added: Data](#ce41401_item_8._financial_statements_and_supplementary_data)] | | [removed: [17](#cg77301_item_8._financial_statements_and_supplementary_data)] [added: [19](#ce41401_item_8._financial_statements_and_supplementary_data)] |

| [Item [removed: 9.](#cg77301_item_9._changes_in_and_disagre__ite03576)] [added: 9.](#ce41401_item_9._changes_in_and_disagre__ite03576)] | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#cg77301_item_9._changes_in_and_disagre__ite03576)] [added: Disclosure](#ce41401_item_9._changes_in_and_disagre__ite03576)] | | [removed: [17](#cg77301_item_9._changes_in_and_disagre__ite03576)] [added: [19](#ce41401_item_9._changes_in_and_disagre__ite03576)] |

| [Item [removed: 9A.](#cg77301_item_9a._controls_and_procedures)] [added: 9A.](#ce41401_item_9a._controls_and_procedures)] | | [Controls and [removed: Procedures](#cg77301_item_9a._controls_and_procedures)] [added: Procedures](#ce41401_item_9a._controls_and_procedures)] | | [removed: [17](#cg77301_item_9a._controls_and_procedures)] [added: [19](#ce41401_item_9a._controls_and_procedures)] |

| [Item [removed: 9B.](#cg77301_item_9b._other_information)] [added: 9B.](#ce41401_item_9b._other_information)] | | [Other [removed: Information](#cg77301_item_9b._other_information)] [added: Information](#ce41401_item_9b._other_information)] | | [removed: [17](#cg77301_item_9b._other_information)] [added: [20](#ce41401_item_9b._other_information)] |

| [ PART [removed: III](#cg77301_part_iii)] [added: III](#ce41401_part_iii)] | | | | |

| [Item [removed: 10.](#cg77301_item_10._directors,_executive___ite02315)] [added: 10.](#ce41401_item_10._directors,_executive___ite02315)] | | [Directors, Executive Officers, and Corporate [removed: Governance](#cg77301_item_10._directors,_executive___ite02315)] [added: Governance](#ce41401_item_10._directors,_executive___ite02315)] | | [removed: [18](#cg77301_item_10._directors,_executive___ite02315)] [added: [21](#ce41401_item_10._directors,_executive___ite02315)] |

| [Item [removed: 11.](#ci77301_item_11._executive_compensation)] [added: 11.](#cg41401_item_11._executive_compensation)] | | [Executive [removed: Compensation](#ci77301_item_11._executive_compensation)] [added: Compensation](#cg41401_item_11._executive_compensation)] | | [removed: [20](#ci77301_item_11._executive_compensation)] [added: [23](#cg41401_item_11._executive_compensation)] |

| [Item [removed: 12.](#ci77301_item_12._security_ownership_of__ite04004)] [added: 12.](#cg41401_item_12._security_ownership_of__ite04004)] | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ci77301_item_12._security_ownership_of__ite04004)] [added: Matters](#cg41401_item_12._security_ownership_of__ite04004)] | | [removed: [20](#ci77301_item_12._security_ownership_of__ite04004)] [added: [23](#cg41401_item_12._security_ownership_of__ite04004)] |

| [Item [removed: 13.](#ci77301_item_13._certain_relationships__ite03067)] [added: 13.](#cg41401_item_13._certain_relationships__ite03067)] | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ci77301_item_13._certain_relationships__ite03067)] [added: Independence](#cg41401_item_13._certain_relationships__ite03067)] | | [removed: [20](#ci77301_item_13._certain_relationships__ite03067)] [added: [23](#cg41401_item_13._certain_relationships__ite03067)] |

| [Item [removed: 14.](#ci77301_item_14._principal_accounting_fees_and_services)] [added: 14.](#cg41401_item_14._principal_accounting_fees_and_services)] | | [Principal Accounting Fees and [removed: Services](#ci77301_item_14._principal_accounting_fees_and_services)] [added: Services](#cg41401_item_14._principal_accounting_fees_and_services)] | | [removed: [20](#ci77301_item_14._principal_accounting_fees_and_services)] [added: [23](#cg41401_item_14._principal_accounting_fees_and_services)] |

| [Item [removed: 15.](#ci77301_item_15._exhibits,_financial_statement_schedules)] [added: 15.](#cg41401_item_15._exhibits,_financial_statement_schedules)] | | [Exhibits, Financial Statement [removed: Schedules](#ci77301_item_15._exhibits,_financial_statement_schedules)] [added: Schedules](#cg41401_item_15._exhibits,_financial_statement_schedules)] | | [removed: [21](#ci77301_item_15._exhibits,_financial_statement_schedules)] [added: [24](#cg41401_item_15._exhibits,_financial_statement_schedules)] |

| [Power of [removed: Attorney](#ck77301_power_of_attorney)] [added: Attorney](#ci41401_power_of_attorney)] | | | | [removed: [23](#ck77301_power_of_attorney)] [added: [26](#ci41401_power_of_attorney)] |

10-K 1 a2223154z10-k.htm FORM 10-K

[AVERY DENNISON CORPORATION INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE](#da41401_avery_dennison_corporation_ind__ave03636)

2014 10-K

Yes þ No o

| [PART I](#ca41401_part_i) | | | | |

| [ PART II](#ce41401_part_ii) | | | | |

| [ PART IV](#cg41401_part_iv) | | | | |

| [Signatures](#ci41401_signatures) | | | | [25](#ci41401_signatures) |

10-K 1 a2218447z10-k.htm 10-K

2013 10-K

AVERY DENNISON CORPORATION

þ No o

| [PART I](#ca77301_part_i) | | | | |

| [ PART II](#cg77301_part_ii) | | | | |

| [ PART IV](#ci77301_part_iv) | | | | |

| [Signatures](#ck77301_signatures) | | | | [22](#ck77301_signatures) |

As of [removed: December 28, 2013,] [added: January 3, 2015,] we operated approximately 35 principal manufacturing facilities in excess of 100,000 square feet.

| Domestic | | Peachtree City, Georgia; Fort Wayne, [removed: Greenfield] [added: Greenfield,] and Lowell, Indiana; Fairport Harbor, [removed: Mentor] [added: Mentor,] and Painesville, Ohio; and Quakertown, Pennsylvania |

| Foreign | | Turnhout, Belgium; Vinhedo, Brazil; Kunshan, China; Champ-sur-Drac, France; Gotha and Schwelm, Germany; Rodange, Luxembourg; [removed: Hazerswoude, the Netherlands;] and Cramlington, United Kingdom |

| Foreign | | Nansha, Panyu, [removed: Shenzen,] and Suzhou, China; Sprockhovel, Germany; and Ancarano, Italy |

In addition to the principal 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 [removed: Leiden,] [added: Oegstgeest,] the Netherlands.

We own all of the principal properties identified above, except for the [removed: facilities in] [added: following facilities, which are leased:] Vinhedo, Brazil; Glendale, California; [removed: Panyu and Shenzen,] [added: Panyu,] China; Sprockhovel, Germany; Rodange, Luxembourg; Westborough, Massachusetts; Greensboro, North Carolina; [removed: and] Mentor, [removed: Ohio, which are leased.][added: Ohio; and Oegstgeest, The Netherlands.]

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

| | | |

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

Other specialty converting businesses

| Domestic | | None |

| Foreign | | None |

The information called for by Item 201 of Regulation S-K appears under "Corporate Information — Stock and Dividend Data" in our [removed: 2013] [added: 2014] Annual Report and is incorporated herein by reference.

We did not sell any unregistered securities during the fourth quarter of [removed: 2013.][added: 2014.]

On July 25, 2013, our Board of Directors authorized the repurchase of [removed: additional] shares of our common stock in the [removed: total] aggregate amount of up to $400 million (exclusive of any fees, commissions or other expenses related to such [removed: purchases).][added: purchases), in addition to any outstanding shares authorized under any previous Board authorization.]

This authorization will remain in effect until [added: the] shares [removed: totaling $400 million] [added: authorized thereby] have been repurchased.

On [removed: July 26, 2012,] [added: December 4, 2014,] our Board of Directors authorized the repurchase of [removed: additional] shares of our common stock in the [removed: total] aggregate amount of up to [removed: $400] [added: $500] million (exclusive of any fees, commissions or other expenses related to such [removed: purchases).][added: purchases), in addition to any outstanding shares authorized under any previous Board authorization.]

Repurchases by us or our "affiliated purchasers" (as defined in Rule 10b-18(a)(3) of the [removed: Securities] Exchange [removed: Act of 1934)] [added: Act)] of registered equity securities in the three fiscal months of the fourth quarter of [removed: 2013] [added: 2014] are listed in the following table.

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

| September 28, 2014 – October 25, 2014 | | 1,324 | | $43.40 | | 1,324 | | |

| October 26, 2014 – November 29, 2014 | | 741 | | 46.72 | | 741 | | |

| November 30, 2014 – January 3, 2015 | | 324 | | 50.22 | | 324 | | |

| Total | | 2,389 | | $45.35 | | 2,389 | | $599.5 |

(1)

The periods shown are our fiscal periods during the fourteen-week quarter ended January 3, 2015.

(2)

Shares in thousands.

(3)

This authorization will remain in effect until the shares authorized thereby have been repurchased.

(4)

Dollars in millions.

| September 29, 2013 – October 26, 2013 | | 644.3 | | $43.31 | | 644.3 | | |

| October 27, 2013 – November 23, 2013 | | 396.8 | | 46.90 | | 396.8 | | |

| November 24, 2013 – December 28, 2013 | | 268.9 | | 48.89 | | 268.9 | | |

| Total | | 1,310.0 | | $45.54 | | 1,310.0 | | $455.0 |

Selected financial data for each of our last five fiscal years appears under "Five-year Summary" in our [removed: 2013] [added: 2014] Annual Report and is incorporated herein by reference.

The information called for by this Item is contained in our [removed: 2013] [added: 2014] 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.

Under the supervision and with the participation of our management, including the 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 [removed: (1992)] [added: (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 [removed: December 28, 2013.][added: January 3, 2015.]

(See Management's Report on Internal Control Over Financial Reporting in our [removed: 2013] [added: 2014] Annual [removed: Report.)][added: Report and incorporated herein by reference.)]

Management's assessment of the effectiveness of our internal control over financial reporting as of [removed: December 28, 2013] [added: January 3, 2015] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in the Report of Independent Registered Public Accounting Firm contained in our [removed: 2013] [added: 2014] Annual Report, which is [added: also] incorporated herein by reference.

[removed: _Changes in Internal Control over Financial Reporting._ During the third quarter of 2013, we began a phased implementation of a new financial system, primarily for our] North American and European pressure-sensitive materials businesses, medical solutions business and our corporate accounting function.

[removed: At the same time,] [added: In 2014,] we [removed: commenced] [added: also completed] a phased outsourcing of transaction processing and accounting activities to a new third-party service provider.

Where appropriate, we made changes to affected internal controls and [removed: are in the process of testing] [added: tested] their operating effectiveness.

_Changes in Internal Control over Financial Reporting._ We periodically assess our internal control environment.

In 2014, we completed a phased implementation of a new financial system, primarily for our

During 2014, we began a phased implementation of a new transactional system in our RBIS segment that is expected to continue through 2017.

Processes affected by this implementation include, among other things, order management, pricing, shipping, general accounting and planning.

As with the implementations completed in 2014, we are reviewing related internal controls and make changes where appropriate.

We are performing the implementation in the ordinary course of business to increase efficiency and we expect to continue the implementation over the next several quarters.

The information concerning directors and corporate governance called for by this Item is incorporated herein by reference from the definitive proxy statement for our Annual Meeting of Stockholders to be held on April [removed: 24, 2014,] [added: 23, 2015,] 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 (our [removed: "2014] [added: "2015] Proxy Statement").

The information concerning any late filings under Section 16(a) of the [removed: Securities] Exchange Act [removed: of 1934, as amended,] is incorporated by reference from our [removed: 2014] [added: 2015] Proxy Statement.

The information [removed: concerning our Audit Committee] called for by this Item [added: concerning our audit committee] is incorporated by reference from our [removed: 2014] [added: 2015] Proxy Statement.

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

| [removed: Dean A. Scarborough] [added: Chief Executive Officer] | | [removed: 58] | | [removed: August 1997] | | 2005-2010 | | President and Chief Executive Officer |

| [removed: Chairman, President and] | | | | | | 2000-2005 | | President and Chief Operating Officer |

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

| Mitchell R. Butier | | [removed: 42] [added: 43] | | March 2007 | | [removed: 2007-2010] [added: 2010-2014] | | [added: Senior] Vice [removed: President, Controller] [added: President] and Chief |

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

| [removed: Chief Financial Officer] | | | | | | 2004-2006 | | Vice President, Finance, Retail Branding and Information Solutions |

| Lori [added: J.] Bondar | | [removed: 53] [added: 54] | | June 2010 | | 2008-2010 | | Vice President, Controller |

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

| Anne Hill | | [removed: 54] [added: 55] | | May 2007 | | 2007-2011 | | Senior Vice President and [removed: Chief Human] |

| [removed: Senior Vice President] [added: Officer] and | | | | | | [added: 2007-2010] | | [removed: Resources Officer] [added: Vice President, Controller and Chief] |

| Susan C. Miller | | [removed: 54] [added: 55] | | March 2008 | | 2008-2009 | | Senior Vice President and General Counsel |

| General Counsel and [added: Secretary] | | | | | | 1998-2006 | | Assistant General Counsel |

| R. Shawn Neville | | [removed: 51] [added: 52] | | June 2009 | | 2008-2009 | | Chief Executive Officer, Boathouse Sports |

| President, Retail Branding [added: and Information Solutions] | | | | | | | | |

| Dean A. Scarborough | | 59 | | August 1997 | | 2010-2014 | | Chairman, President and Chief |

| Chairman and | | | | | | | | Executive Officer |

| President, Chief Operating | | | | | | | | Financial Officer |

| Officer | | | | | | | | |

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

| and Communications | | | | | | | | |

| Secretary | | | | | | | | |

| Donald A. Nolan | | 53 | | March 2008 | | | | N/A |

| President, Materials Group | | | | | | | | |

| and Information Solutions | | | | | | | | |

The information called for by this Item is incorporated by reference from our [removed: 2014] [added: 2015] Proxy Statement.

The information called for by this Item is incorporated by reference from our [removed: 2014] [added: 2015] Proxy Statement.

The information called for by this Item is incorporated by reference from our [removed: 2014] [added: 2015] Proxy Statement.

The information called for by this Item is incorporated by reference from our [removed: 2014] [added: 2015] Proxy Statement.

(c) The financial statement schedules required by Regulation S-X, which are excluded from our [removed: 2013] [added: 2014] Annual Report by Rule 14a-3(b)(1) and are required to be filed in this report, are set forth on the accompanying Index to Financial Statements and Financial Statement Schedule and incorporated herein by reference.

| | | | | Mitchell R. Butier [removed: Senior Vice President] [added: President, Chief Operating Officer] and Chief Financial Officer | | |

Dated: February [removed: 26, 2014][added: 25, 2015]

| /s/ Dean A. Scarborough Dean A. Scarborough | | | | [removed: Chairman, President] [added: Chairman] and Chief Executive Officer | | February [removed: 26, 2014] [added: 25, 2015] |

| /s/ Mitchell R. Butier Mitchell R. Butier | | | | [removed: Senior Vice President] [added: President, Chief Operating Officer] and Chief Financial Officer (Principal Financial Officer) | | February [removed: 26, 2014] [added: 25, 2015] |

| /s/ Lori J. Bondar Lori J. Bondar | | | | Vice [removed: President and] [added: President,] Controller, and Chief Accounting Officer (Principal Accounting Officer) | | February [removed: 26, 2014] [added: 25, 2015] |

| /s/ Bradley A. Alford Bradley A. Alford | | | | Director | | February [removed: 26, 2014] [added: 25, 2015] |

| /s/ Anthony K. Anderson Anthony K. Anderson | | | | Director | | February [removed: 26, 2014] [added: 25, 2015] |

| /s/ Peter K. Barker Peter K. Barker | | | | Director | | February [removed: 26, 2014] [added: 25, 2015] |

| /s/ Rolf L. Börjesson Rolf L. Börjesson | | | | Director | | February [removed: 26, 2014] [added: 25, 2015] |

| /s/ Ken C. Hicks Ken C. Hicks | | | | Director | | February [removed: 26, 2014] [added: 25, 2015] |

| /s/ David E. I. Pyott David E. I. Pyott | | | | Director | | February [removed: 26, 2014] [added: 25, 2015] |

| /s/ Patrick T. Siewert Patrick T. Siewert | | | | Director | | February [removed: 26, 2014] [added: 25, 2015] |

| /s/ Julia A. Stewart Julia A. Stewart | | | | Director | | February [removed: 26, 2014] [added: 25, 2015] |

| /s/ Martha N. Sullivan Martha N. Sullivan | | | | Director | | February [removed: 26, 2014] [added: 25, 2015] |

[removed: INDEX] [added: INDEX] TO FINANCIAL STATEMENTS AND FINANCIAL

STATEMENT [removed: SCHEDULE][added: SCHEDULE]

Data incorporated by reference from the attached portions of the [removed: 2013] [added: 2014] Annual Report to Shareholders of Avery Dennison Corporation:

| | Consolidated Balance Sheets as of [added: January 3, 2015 and] December 28, 2013 [removed: and December 29, 2012] | | |

| | Consolidated Statements of Income for [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011] [added: 2012] | | |

| | Consolidated Statements of Comprehensive Income for [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011] [added: 2012] | | |

| | Consolidated Statements of Shareholders' Equity for [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011] [added: 2012] | | |

| | Consolidated Statements of Cash Flows for [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011] [added: 2012] | | |

Except for the Consolidated Financial Statements, 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 listed above, and certain information referred to in Items 1, 5, 6, 7, and 7A of this report that is expressly incorporated herein by reference, our [removed: 2013] [added: 2014] Annual Report to Shareholders is not to be deemed "filed" as part of this report.

| [removed: [](#dc77301_report_of_independent_register__rep03528)] [added: [](#dc41401_report_of_independent_register__rep03528)] [Report of Independent Registered Public Accounting Firm on Financial Statement [removed: Schedule](#dc77301_report_of_independent_register__rep03528)] [added: Schedule](#dc41401_report_of_independent_register__rep03528)] | | [removed: [S-2](#dc77301_report_of_independent_register__rep03528)] [added: [S-2](#dc41401_report_of_independent_register__rep03528)] |

| [removed: [](#de77301_schedule_ii__#151;_valuation_a__sch02794)] [added: [](#de41401_schedule_ii__#151;_valuation_a__sch02794)] [Schedule II — Valuation and Qualifying Accounts and [removed: Reserves](#de77301_schedule_ii__#151;_valuation_a__sch02794)] [added: Reserves](#de41401_schedule_ii__#151;_valuation_a__sch02794)] | | [removed: [S-3](#de77301_schedule_ii__#151;_valuation_a__sch02794)] [added: [S-3](#de41401_schedule_ii__#151;_valuation_a__sch02794)] |

| [removed: [](#dg77301_consent_of_independent__dg702313)] [added: [](#dg41401_consent_of_independent__dg402305)] [Consent of Independent Registered Public Accounting [removed: Firm](#dg77301_consent_of_independent__dg702313)] [added: Firm](#dg41401_consent_of_independent__dg402305)] | | [removed: [S-4](#dg77301_consent_of_independent__dg702313)] [added: [S-4](#dg41401_consent_of_independent__dg402305)] |

Our audits of the consolidated financial statements and of the effectiveness of internal control over financial reporting referred to in our report dated February [removed: 26, 2014] [added: 25, 2015] appearing in the [removed: 2013] [added: 2014] Annual Report to Shareholders of Avery Dennison Corporation (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 15(a)(2) of this Form 10-K.

[removed: February 26, 2014][added: | 2014 | | | | | | | | | | | | | |]

| | | Balance at Beginning of [removed: Year] [added: Year] | | | Net Additions Charged to Costs and [removed: Expenses] [added: Expenses] | | | Deductions From [removed: Reserves(a)] [added: Reserves(a)] | | | Balance at End of [removed: Year] [added: Year] | | |

| Allowance for doubtful accounts | | [removed: $] | 31.1 | | [removed: $] | 5.1 | | [removed: $] | (14.8 | ) | [removed: $] | 21.4 | |

| Allowance for doubtful accounts | | [added: $] | [removed: 38.9] [added: 21.4] | | [added: $] | 6.3 | | [added: $] | [removed: (11.2] [added: (6.9] | ) | [added: $] | [removed: 34.0] [added: 20.8] | |

Deductions from reserves include currency translation adjustments for all [removed: periods, classification of OCP business balances (where applicable) to "held for sale" in 2011] [added: periods] and the sale of the DES business in 2013.

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (File Nos. 333-191228 and 333-169954) and Form S-8 (File Nos. 33-54411, 33-58921, 33-63979, 333-38707, 333-38709, 333-107370, [removed: 33-107371,] [added: 333-107371,] 333-107372, 333-109814, 333-124495, 333-143897, 333-152508, 333-166832, 333-166836, 333-166837, [added: 333-181221,] and [removed: 333-181221)] [added: 333-197631)] of Avery Dennison Corporation of our report dated February [removed: 26, 2014] [added: 25, 2015] relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the Annual Report to Shareholders, which is incorporated in this Annual Report on Form 10-K.

We also consent to the incorporation by reference of our report dated February [removed: 26, 2014] [added: 25, 2015] relating to the financial statement schedule, which appears in this Form 10-K.

For the Year Ended [removed: December 28, 2013][added: January 3, 2015]

| 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 | | [removed: 4.7] [added: 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 | | [removed: 4.8] [added: 4.1] | | Current Report on Form 8-K, filed December 16, 1996 |

| 4.7 | | [removed: 4.875%] [added: 6.000%] Notes Due [removed: 2013] [added: 2033] | | [removed: 4.3] [added: 4.4] | | Current Report on Form 8-K, filed January 16, 2003 |

| [removed: 4.9] [added: 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 |

February 25, 2015

| Allowance for sales returns | | | 10.2 | | | 14.4 | | | (14.9 | ) | | 9.7 | |

February 25, 2015

| 10.20*† | | First Amendment to Equity Plan | | N/A | | N/A |

| 10.26*† | | Annual Incentive Plan | | N/A | | N/A |

| 10.46*† | | Offer Letter to Anne Bramman | | N/A | | N/A |

| /s/ John T. Cardis John T. Cardis | | | | Director | | February 26, 2014 |

| /s/ Charles H. Noski Charles H. Noski | | | | Director | | February 26, 2014 |

| 2011 | | | | | | | | | | | | | |

| Allowance for sales returns | | | 12.5 | | | 10.5 | | | (13.7 | ) | | 9.3 | |

| 4.8 | | 6.000% Notes Due 2033 | | 4.4 | | Current Report on Form 8-K, filed January 16, 2003 |

| 4.13 | | Remarketing Agreement, dated as of September 27, 2010, between Registrant and the Remarketing Agent named therein | | 1.1 | | Current Report on Form 8-K, filed November 15, 2010 |

| 10.44 | | Purchase Agreement, dated as of December 21, 2011, by and among 3M Company, those subsidiaries of 3M to be designated pursuant to Section 5.8 thereof, Registrant, and those subsidiaries of Registrant listed on Annex A thereof | | 2.1 | | Current Report on Form 8-K, filed January 3, 2012 |

| 10.45 | | Agreement to Terminate Purchase Agreement,dated as of October 3, 2012, by and between Registrant and 3M Company | | 10.1 | | Current Report on Form 8-K, filed October 5, 2012 |

| 10.46* | | Letter Agreement with D.A. Nolan regarding international assignment | | 10.1 | | Quarterly Report on Form 10-Q, filed November 4, 2013 |