Avery Dennison (AVY) 10-K risk factor changes: FY2016 vs FY2015

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 [added: affect our business, including our results of operations, cash flows and financial condition, and cause the value of our securities to decline.]

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

In [removed: 2014,] [added: 2015,] approximately [removed: 76%] [added: 74%] of our sales were from international operations.

[removed: A decline in economic activity] [added: Macroeconomic developments such as continued slower growth] in [added: China and parts of South America,] the [removed: U.S.] [added: ongoing restructuring efforts relating to European sovereign] and other [removed: regions] [added: debt obligations, the weakening] of [added: local economies in which we operate and uncertainty in] the [removed: world] [added: 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 recent decline in the value of the [removed: euro.][added: euro and Chinese yuan (renminbi).]

We are not able to predict the duration and severity of adverse [removed: economic] [added: economic, political or market] conditions in the U.S. [removed: and] [added: or] other countries.

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

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

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

We also are at risk [removed: with regard] 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 [removed: goals.]

The [removed: pricing] environment for raw materials used in our businesses could become challenging and [removed: volatile.][added: volatile, impacting availability and pricing.]

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

In addition, [added: we are subject to] 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 Rules").

In an effort to [removed: minimize adverse disclosures,] [added: verify our products as "conflict-free,"] 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 [removed: support] [added: conduct] this [removed: disclosure] [added: verification process] or if the number of suppliers offering minerals identified as "conflict free" is limited.

Depending on market dynamics and the terms of customer contracts, our ability to recover [removed: these] [added: any increased] costs [removed: by increasing prices] [added: of complying with conflict minerals disclosure requirements or obtaining raw materials from third party suppliers] may be limited.

[removed: It is possible that any of our supplier relationships could be interrupted] [added: We may experience supply chain interruptions] due to natural and other disasters or other events, or [added: our existing relationships with suppliers could] be terminated in the future.

[removed: A] [added: 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.

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

Changes in the financial or business [removed: conditions] [added: conditions, including economic weakness, market trends] or [added: industry consolidation, or] the purchasing decisions of these third parties or their customers could materially adversely affect our business.

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

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

A substantial portion of our employees and assets are located outside of the [removed: U.S., and] [added: U.S. and,] for the year ended January [removed: 3, 2015,] [added: 2, 2016,] approximately [removed: 76%] [added: 74%] 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; [added: materially adverse effects of changes in exchange rates for foreign currencies;] challenges [added: with respect to the repatriation] of [added: 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 [removed: to] monitor compliance with U.S. laws and regulations such as the Foreign Corrupt Practices Act and similar foreign laws and [removed: regulations][added: 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.]

When issues are discovered after shipment, they may result in additional shipping costs, discounts, refunds, [removed: and] [added: or] loss of future sales.

In addition to the risk of substantial monetary judgments and penalties [removed: which] [added: 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.

[removed: We also may need] [added: As we continue] to [added: 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 [removed: uncertain.][added: uncertain or unprofitable.]

If [removed: any of these events were] [added: we fail] to [removed: occur,] [added: achieve the intended results of such actions,] our costs could increase, our assets could be impaired, and our returns on investments could be lower.

[removed: _Our inability] [added: _If we are unable] to develop and successfully market new products and [removed: applications] [added: applications, we] could compromise our competitive position._

[removed: Research] [added: 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 [added: end users or] we could suffer delays in the production or launch of new products that [added: may not lead to the recovery of our research and development expenditures and, as a result,] could compromise our competitive position.

Our [added: investment in the Kunshan facility and other] infrastructure investments generally 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 [added: our] infrastructure investments could materially adversely affect our business.

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

With approximately [removed: 76%] [added: 74%] of our sales for the fiscal year ending January [removed: 3, 2015] [added: 2, 2016] arising from foreign sales, we are subject to fluctuations in foreign [removed: currencies] [added: 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.

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

[removed: Hedging] [added: Further, hedging] activities may only offset a [removed: portion] [added: 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 [removed: place.][added: place and we may incur significant losses from hedging activities due to factors such as demand volatility and currency fluctuations.]

Additionally, concerns regarding the short- and long-term stability of the euro and its ability to serve as a single currency [added: 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 [removed: devalued] [added: 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 [removed: affected given the introduction of additional currencies.][added: affected.]

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 [added: company is integrated.]

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

[removed: Divestures] [added: 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.

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

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 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.

targets.

In 2015, we announced a new multi-year plan for our 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.

For example, in the fourth quarter of 2015, we made the decision to exit one of our anticipated growth platforms in the 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.

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 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 Vancive, for both of which we hold and license a number of patents.

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.

We engage in restructuring actions intended to reduce our costs and increase efficiencies across our business segments.

reductions, organizational restructuring, process standardization, and manufacturing relocation.

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.

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

disruption to our other businesses and loss of key employees.

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 results of operations and cash flows from

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.

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 Chief Operating Officer during 2014 and a new Chief Financial Officer during 2015.

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.

interest rates paid.

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.

We have identified products in certain businesses in our RBIS

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, since its enactment, there have been several changes to the ACA and the law is likely to continue to evolve during the course of its implementation.

affect our business, including our results of operations, cash flows and financial condition, and cause the value of our securities to decline.

Declines in economic conditions in the U.S., Europe, and Asia could materially adversely affect our customers, suppliers and businesses similar to ours.

A decline in economic conditions, such as the recent macroeconomic challenges in the U.S. and Europe, the slowdown in the growth of the Chinese economy and the debt crisis in certain countries in the European Union, 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.

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 addition, uncertainty regarding the stability of global credit and financial markets could cause volatility and disruption in the global and U.S. economies, which could materially adversely impact our business, including the availability and cost of supplies and materials and our ability to obtain financing at reasonable costs.

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.

When these changes occur, we may incur costs to change our business strategies and may need to write down the value of certain assets.

Projected infrastructure investment requirements may differ from actual levels if our volume growth is not as we anticipate.

company is integrated.

For example, we completed the sale of our OCP and DES businesses in 2013.

Contractual provisions with third parties, including

under our revolving credit facility or our other credit facilities, we would face increased exposure to variable interest rates.

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

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: 2014] [added: 2015] 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: 2014] [added: 2015] Annual Report and incorporated herein by reference.

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

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 [removed: in] [added: into] this report.

Some [added: 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 [removed: retailers and] [added: retailers,] apparel [removed: manufacturers] [added: manufacturers,] and brand owners.

Our reportable segments in [removed: 2014] [added: 2015] were:

In [removed: 2014,] [added: 2015,] the PSM and RBIS segments contributed approximately [removed: 74%] [added: 73%] and [removed: 25%,] [added: 26%,] respectively, of our total sales.

In [removed: 2014,] [added: 2015,] international operations constituted a substantial majority of our business, representing approximately [removed: 76%] [added: 74%] of our sales.

As of January [removed: 3, 2015,] [added: 2, 2016,] we operated approximately 180 manufacturing and distribution facilities [removed: worldwide, employed over 25,000 persons,] [added: worldwide] and had operations in over 50 countries.

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

[added: 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.

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 [removed: global basis.]

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

Our Vancive segment [added: is a leader in the development of innovative technologies for medical applications and] manufactures an array of pressure-sensitive adhesive [added: materials and] products [added: that address the needs of medical device manufacturers, clinicians, and patients] for surgical, wound care, ostomy, [added: electromedical,] and [removed: electromedical] [added: wearable device] applications.

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

Certain financial information on our reporting segments for fiscal years [added: 2015,] 2014, [removed: 2013,] and [removed: 2012] [added: 2013] appears in Note 15, "Segment Information," in the Notes to Consolidated Financial Statements contained in our [removed: 2014] [added: 2015] Annual Report to Shareholders (our [removed: "2014] [added: "2015] Annual Report") and is incorporated herein by reference.

Certain financial information about our sales by geographic area for fiscal years [added: 2015,] 2014, [removed: 2013,] and [removed: 2012] [added: 2013] appears in Note 15, "Segment Information," in the Notes to Consolidated Financial Statements contained in our [removed: 2014] [added: 2015] Annual Report and is incorporated herein by reference.

Certain financial information about our working capital for fiscal years [added: 2015,] 2014, [removed: 2013,] and [removed: 2012] [added: 2013] appears in the "Financial Condition" section of "Management's Discussion and Analysis of Financial Condition and Results of Operations" [removed: in our 2014 Annual Report] [added: (Part II, Item 7)] and is incorporated herein by reference.

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

Our expenses for research and development were [removed: $102.6] [added: $91.9] million in [removed: 2014, $96] [added: 2015, $102.5] million in [removed: 2013,] [added: 2014,] and [removed: $98.6] [added: $96] million in [removed: 2012.][added: 2013.]

We use various raw [removed: materials,] [added: materials –] primarily paper, plastic films and resins, as well as specialty chemicals purchased from various commercial and industrial [removed: sources, which] [added: sources – that] are subject to price fluctuations.

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) [removed: the] 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.

[removed: These documents are also available free of charge in] print to stockholders who request them by writing to: Corporate Secretary, Avery Dennison Corporation, 207 Goode Avenue, Glendale, California 91203.

and purchased adhesives, and then laminated with specially coated backing papers and films.

global basis.

Vancive's recent advances include the development of BeneHoldTM CHG adhesive, a proprietary adhesive technology providing sustained antimicrobial performance for up to seven days.

It can be used in multiple applications in which prevention of infection is a requirement, including vascular access cover dressings.

chemistries.

These documents are also available free of charge in

They are sold

These products are sold primarily to medical supply and device manufacturers and healthcare providers.

Vancive's recent advances include the development of MetriaTM wearable sensors and BeneholdTM proprietary adhesive technology.

As of January [removed: 3, 2015,] [added: 2, 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 [removed: fourteen] [added: thirteen] waste disposal or waste recycling sites, which are the subject of separate investigations or proceedings concerning alleged soil and/or groundwater [removed: contamination and for which no settlement of our liability has been agreed.][added: contamination.]

We are participating with other PRPs at [removed: such] [added: these] sites and anticipate that our share of [removed: cleanup] [added: remediation] costs will be determined pursuant to [removed: remedial] agreements [removed: entered into in the normal course of negotiations] [added: that we negotiate] with the EPA or other governmental authorities.

Because of the uncertainties associated with environmental assessment and remediation activities, future expenses to remediate these sites could be higher than the liabilities [removed: accrued by us;] [added: 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 [removed: the] [added: a] range of potential expenses in an amount higher or lower than what we have accrued, we would adjust our [removed: environmental] [added: accrued] liabilities accordingly.

In addition, we [removed: could identify] [added: may be identified as a PRP at] additional sites [removed: for cleanup] in the future.

The range of expenses for remediation of any future-identified sites [removed: will] [added: would] be [removed: assessed] [added: addressed] as they arise; until then, a range of expenses for such remediation cannot be determined.

As of January [removed: 3, 2015,] [added: 2, 2016,] our estimated accrued liability associated with environmental remediation was [removed: $26.2] [added: $17.7] million.

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

The range of expenses for resolving any future matters [removed: will] [added: would] be assessed as they arise; until then, a range of potential expenses for such resolution cannot be determined.

See also Note 8, "Contingencies," in the Notes to Consolidated Financial Statements of our [removed: 2014] [added: 2015] Annual Report, which is incorporated herein by reference.

No settlement of our liability related to any of the sites has been agreed upon.

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.

If information were to become available that allowed us to reasonably

For the fiscal year ended January [removed: 3, 2015][added: 2, 2016]

The aggregate market value of voting and non-voting common equity held by non-affiliates as of [removed: June 28, 2014,] [added: July 4, 2015,] the last business day of the registrant's most recently completed second fiscal quarter, was [removed: $4,822,071,471.][added: $5,661,989,013.]

Number of shares of common stock, $1 par value, outstanding as of January [removed: 31, 2015,] [added: 30, 2016,] the end of the registrant's most recent fiscal month: [removed: 90,494,421.][added: 89,430,815.]

| Portions of Annual Report to Shareholders for fiscal year ended January [removed: 3, 2015] [added: 2, 2016] | | Parts I, II |

| Portions of Definitive Proxy Statement for Annual Meeting of Stockholders to be held on April [removed: 23, 2015] [added: 28, 2016] | | Parts III, IV |

FISCAL YEAR [removed: 2014] [added: 2015] ANNUAL REPORT ON FORM 10-K

| [Item [removed: 1.](#ca41401_item_1._business)] [added: 1.](#ca76201_item_1._business)] | | [removed: [Business](#ca41401_item_1._business)] [added: [Business](#ca76201_item_1._business)] | | [removed: [1](#ca41401_item_1._business)] [added: [1](#ca76201_item_1._business)] |

| [Item [removed: 1A.](#ca41401_item_1a._risk_factors)] [added: 1A.](#ca76201_item_1a._risk_factors)] | | [Risk [removed: Factors](#ca41401_item_1a._risk_factors)] [added: Factors](#ca76201_item_1a._risk_factors)] | | [removed: [4](#ca41401_item_1a._risk_factors)] [added: [5](#ca76201_item_1a._risk_factors)] |

| [Item [removed: 1B.](#cc41401_item_1b._unresolved_staff_comments)] [added: 1B.](#ce76201_item_1b._unresolved_staff_comments)] | | [Unresolved Staff [removed: Comments](#cc41401_item_1b._unresolved_staff_comments)] [added: Comments](#ce76201_item_1b._unresolved_staff_comments)] | | [removed: [15](#cc41401_item_1b._unresolved_staff_comments)] [added: [17](#ce76201_item_1b._unresolved_staff_comments)] |

| [Item [removed: 2.](#cc41401_item_2._properties)] [added: 2.](#ce76201_item_2._properties)] | | [removed: [Properties](#cc41401_item_2._properties)] [added: [Properties](#ce76201_item_2._properties)] | | [removed: [16](#cc41401_item_2._properties)] [added: [17](#ce76201_item_2._properties)] |

| [Item [removed: 3.](#cc41401_item_3._legal_proceedings)] [added: 3.](#ce76201_item_3._legal_proceedings)] | | [Legal [removed: Proceedings](#cc41401_item_3._legal_proceedings)] [added: Proceedings](#ce76201_item_3._legal_proceedings)] | | [removed: [16](#cc41401_item_3._legal_proceedings)] [added: [17](#ce76201_item_3._legal_proceedings)] |

| [Item [removed: 4.](#cc41401_item_4._mine_safety_disclosures)] [added: 4.](#ce76201_item_4._mine_safety_disclosures)] | | [Mine Safety [removed: Disclosures](#cc41401_item_4._mine_safety_disclosures)] [added: Disclosures](#ce76201_item_4._mine_safety_disclosures)] | | [removed: [17](#cc41401_item_4._mine_safety_disclosures)] [added: [18](#ce76201_item_4._mine_safety_disclosures)] |

| [Item [removed: 5.](#ce41401_item_5._market_for_registrant___ite04666)] [added: 5.](#cg76201_item_5._market_for_registrant___ite04666)] | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ce41401_item_5._market_for_registrant___ite04666)] [added: Securities](#cg76201_item_5._market_for_registrant___ite04666)] | | [removed: [18](#ce41401_item_5._market_for_registrant___ite04666)] [added: [19](#cg76201_item_5._market_for_registrant___ite04666)] |

| [Item [removed: 6.](#ce41401_item_6._selected_financial_data)] [added: 6.](#cg76201_item_6._selected_financial_data)] | | [Selected Financial [removed: Data](#ce41401_item_6._selected_financial_data)] [added: Data](#cg76201_item_6._selected_financial_data)] | | [removed: [18](#ce41401_item_6._selected_financial_data)] [added: [19](#cg76201_item_6._selected_financial_data)] |

| [Item [removed: 7.](#ce41401_item_7._management_s_discussio__ite03668)] [added: 7.](#cg76201_item_7._management_s_discussio__ite03668)] | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ce41401_item_7._management_s_discussio__ite03668)] [added: Operations](#cg76201_item_7._management_s_discussio__ite03668)] | | [removed: [19](#ce41401_item_7._management_s_discussio__ite03668)] [added: [19](#cg76201_item_7._management_s_discussio__ite03668)] |

| [Item [removed: 7A.](#ce41401_item_7a._quantitative_and_qual__ite02669)] [added: 7A.](#cg76201_item_7a._quantitative_and_qual__ite02669)] | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ce41401_item_7a._quantitative_and_qual__ite02669)] [added: Risk](#cg76201_item_7a._quantitative_and_qual__ite02669)] | | [removed: [19](#ce41401_item_7a._quantitative_and_qual__ite02669)] [added: [19](#cg76201_item_7a._quantitative_and_qual__ite02669)] |

| [Item [removed: 8](#ce41401_item_8._financial_statements_and_supplementary_data)] [added: 8](#cg76201_item_8._financial_statements_and_supplementary_data)] | | [Financial Statements and Supplementary [removed: Data](#ce41401_item_8._financial_statements_and_supplementary_data)] [added: Data](#cg76201_item_8._financial_statements_and_supplementary_data)] | | [removed: [19](#ce41401_item_8._financial_statements_and_supplementary_data)] [added: [20](#cg76201_item_8._financial_statements_and_supplementary_data)] |

| [Item [removed: 9.](#ce41401_item_9._changes_in_and_disagre__ite03576)] [added: 9.](#cg76201_item_9._changes_in_and_disagre__ite03576)] | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ce41401_item_9._changes_in_and_disagre__ite03576)] [added: Disclosure](#cg76201_item_9._changes_in_and_disagre__ite03576)] | | [removed: [19](#ce41401_item_9._changes_in_and_disagre__ite03576)] [added: [20](#cg76201_item_9._changes_in_and_disagre__ite03576)] |

| [Item [removed: 9A.](#ce41401_item_9a._controls_and_procedures)] [added: 9A.](#cg76201_item_9a._controls_and_procedures)] | | [Controls and [removed: Procedures](#ce41401_item_9a._controls_and_procedures)] [added: Procedures](#cg76201_item_9a._controls_and_procedures)] | | [removed: [19](#ce41401_item_9a._controls_and_procedures)] [added: [20](#cg76201_item_9a._controls_and_procedures)] |

| [Item [removed: 9B.](#ce41401_item_9b._other_information)] [added: 9B.](#cg76201_item_9b._other_information)] | | [Other [removed: Information](#ce41401_item_9b._other_information)] [added: Information](#cg76201_item_9b._other_information)] | | [removed: [20](#ce41401_item_9b._other_information)] [added: [20](#cg76201_item_9b._other_information)] |

| [ PART [removed: III](#ce41401_part_iii)] [added: III](#cg76201_part_iii)] | | | | |

| [Item [removed: 10.](#ce41401_item_10._directors,_executive___ite02315)] [added: 10.](#cg76201_item_10._directors,_executive___ite02315)] | | [Directors, Executive Officers, and Corporate [removed: Governance](#ce41401_item_10._directors,_executive___ite02315)] [added: Governance](#cg76201_item_10._directors,_executive___ite02315)] | | [removed: [21](#ce41401_item_10._directors,_executive___ite02315)] [added: [21](#cg76201_item_10._directors,_executive___ite02315)] |

| [Item [removed: 11.](#cg41401_item_11._executive_compensation)] [added: 11.](#ci76201_item_11._executive_compensation)] | | [Executive [removed: Compensation](#cg41401_item_11._executive_compensation)] [added: Compensation](#ci76201_item_11._executive_compensation)] | | [removed: [23](#cg41401_item_11._executive_compensation)] [added: [23](#ci76201_item_11._executive_compensation)] |

| [Item [removed: 12.](#cg41401_item_12._security_ownership_of__ite04004)] [added: 12.](#ci76201_item_12._security_ownership_of__ite04004)] | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#cg41401_item_12._security_ownership_of__ite04004)] [added: Matters](#ci76201_item_12._security_ownership_of__ite04004)] | | [removed: [23](#cg41401_item_12._security_ownership_of__ite04004)] [added: [23](#ci76201_item_12._security_ownership_of__ite04004)] |

| [Item [removed: 13.](#cg41401_item_13._certain_relationships__ite03067)] [added: 13.](#ci76201_item_13._certain_relationships__ite03067)] | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#cg41401_item_13._certain_relationships__ite03067)] [added: Independence](#ci76201_item_13._certain_relationships__ite03067)] | | [removed: [23](#cg41401_item_13._certain_relationships__ite03067)] [added: [23](#ci76201_item_13._certain_relationships__ite03067)] |

| [Item [removed: 14.](#cg41401_item_14._principal_accounting_fees_and_services)] [added: 14.](#ci76201_item_14._principal_accounting_fees_and_services)] | | [Principal Accounting Fees and [removed: Services](#cg41401_item_14._principal_accounting_fees_and_services)] [added: Services](#ci76201_item_14._principal_accounting_fees_and_services)] | | [removed: [23](#cg41401_item_14._principal_accounting_fees_and_services)] [added: [23](#ci76201_item_14._principal_accounting_fees_and_services)] |

| [Item [removed: 15.](#cg41401_item_15._exhibits,_financial_statement_schedules)] [added: 15.](#ci76201_item_15._exhibits,_financial_statement_schedules)] | | [Exhibits, Financial Statement [removed: Schedules](#cg41401_item_15._exhibits,_financial_statement_schedules)] [added: Schedules](#ci76201_item_15._exhibits,_financial_statement_schedules)] | | [removed: [24](#cg41401_item_15._exhibits,_financial_statement_schedules)] [added: [24](#ci76201_item_15._exhibits,_financial_statement_schedules)] |

| [Power of [removed: Attorney](#ci41401_power_of_attorney)] [added: Attorney](#ck76201_power_of_attorney)] | | | | [removed: [26](#ci41401_power_of_attorney)] [added: [26](#ck76201_power_of_attorney)] |

10-K 1 a2227408z10-k.htm 10-K

2015 10-K

| [PART I](#ca76201_part_i) | | | | |

| [ PART II](#cg76201_part_ii) | | | | |

| [ PART IV](#ci76201_part_iv) | | | | |

| [Signatures](#ck76201_signatures) | | | | [25](#ck76201_signatures) |

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

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

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

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

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

As of January [removed: 3, 2015,] [added: 2, 2016,] we operated [removed: approximately 35 principal] manufacturing facilities in excess of 100,000 square [removed: feet.][added: feet in the locations listed below:]

| Foreign | | Turnhout, Belgium; Vinhedo, Brazil; Kunshan, China; Champ-sur-Drac, France; Gotha and Schwelm, Germany; Rodange, Luxembourg; [added: Bangi, Malaysia;] and Cramlington, United Kingdom |

| Domestic | | [removed: Greensboro and] Lenoir, North [removed: Carolina;] [added: Carolina] and Miamisburg, Ohio |

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

In addition to the [removed: 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 Oegstgeest, the Netherlands.

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

The locations of these principal facilities and the reportable segments or businesses for which they presently are used are as follows:

The information called for by Item 201 of Regulation S-K appears under "Corporate Information [removed: —] [added: –] Stock and Dividend Data" in our [removed: 2014] [added: 2015] Annual Report and is incorporated herein by reference.

We did not sell any unregistered securities during the fourth quarter of [removed: 2014.][added: 2015.]

Repurchases by us or our "affiliated purchasers" (as defined in Rule 10b-18(a)(3) of the Exchange Act) of registered equity securities in the three fiscal months of the fourth quarter of [removed: 2014] [added: 2015] are listed in the following table.

The periods shown are our fiscal periods during the [removed: fourteen-week] [added: thirteen-week] quarter ended January [removed: 3, 2015.][added: 2, 2016.]

This authorization [added: is the only one currently in effect and] will remain in effect until the shares authorized thereby have been repurchased.

| October 4, 2015 – October 31, 2015 | | 283.5 | | $59.93 | | 283.5 | | |

| November 1, 2015 – November 28, 2015 | | 828.0 | | 64.70 | | 828.0 | | |

| November 29, 2015 – January 2, 2016 | | 826.6 | | 64.32 | | 826.6 | | |

| Total | | 1,938.1 | | $63.84 | | 1,938.1 | | $367.2 |

| 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 |

On July 25, 2013, our Board of Directors authorized the repurchase of shares of our common stock in the aggregate amount of up to $400 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.

Selected financial data for each of our last five fiscal years appears under "Five-year Summary" in our [removed: 2014] [added: 2015] Annual Report and is incorporated herein by reference.

The information called for by this Item is contained in our [removed: 2014] [added: 2015] 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.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective to provide 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 [removed: the] our management, including the Chief Executive Officer and the Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

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 [removed: Internal] [added: _Internal] Control — Integrated Framework [removed: (2013)] [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 January [removed: 3, 2015.][added: 2, 2016.]

(See Management's Report on Internal Control Over Financial Reporting in our [removed: 2014] [added: 2015] Annual [removed: Report and] [added: Report, which is] incorporated herein by reference.)

Management's assessment of the effectiveness of our internal control over financial reporting as of January [removed: 3, 2015] [added: 2, 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 [removed: 2014] [added: 2015] Annual Report, which is also incorporated herein by reference.

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

In 2014, we completed 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.

In 2014, we also completed a phased outsourcing of transaction processing and accounting activities to a new third-party service provider.

As part of the transition process, we reviewed the related internal controls and determined that the design of the controls surrounding these processes satisfied our control objectives.

Where appropriate, we made changes to affected internal controls and tested their operating effectiveness.

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

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: 23, 2015,] [added: 28, 2016 (our "2016 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 [removed: report (our "2015 Proxy Statement").][added: report.]

The information concerning executive officers called for by this Item [removed: appears] [added: appears, in part,] on the next page of this [removed: report.][added: report, and is also incorporated by reference from our 2016 Proxy Statement.]

The information concerning any late filings under Section 16(a) of the Exchange Act is incorporated by reference from our [removed: 2015] [added: 2016] Proxy Statement.

The information called for by this Item concerning our [removed: audit committee] [added: Audit and Finance Committee] is incorporated by reference from our [removed: 2015] [added: 2016] Proxy Statement.

| Dean A. Scarborough | | [removed: 59] [added: 60] | | August 1997 | | 2010-2014 | | Chairman, President and [removed: Chief] |

| Chairman and | | | | | | | | [added: Chief] Executive Officer |

| Mitchell R. Butier | | [removed: 43] [added: 44] | | March 2007 | | [removed: 2010-2014] [added: 2014-2015] | | [removed: Senior Vice President and] [added: President,] Chief [added: Operating Officer and] |

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

| [added: Chief Operating] Officer [removed: and] | | | | | | [removed: 2007-2010] [added: 2010-2014] | | [added: Senior] Vice [removed: President, Controller] [added: President] and [removed: Chief] |

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

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

| Lori J. Bondar | | [removed: 54] [added: 55] | | June 2010 | | 2008-2010 | | Vice [removed: President,] [added: President and] Controller |

| Vice President, Controller [added: and] | | | | | | | | |

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

| Anne [removed: Hill] [added: L. Bramman] | | [removed: 55] [added: 48] | | [removed: May 2007] [added: March 2015] | | [removed: 2007-2011] [added: 2011-2015] | | Senior Vice President and |

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

| Susan C. Miller | | [removed: 55] [added: 56] | | March 2008 | | 2008-2009 | | Senior Vice President and [removed: General Counsel] |

| [removed: Senior Vice President,] [added: General Counsel and Secretary] | | | | | | 2007-2008 | | Vice President and General Counsel |

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

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

| | | | | | | 2007-2010 | | Vice President, Global Finance and |

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

| | | | | | | 2008-2011 | | Senior Vice President and |

| | | | | | | | | Chief Financial Officer, Henri Bendel |

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

| Georges Gravanis | | 58 | | May 2015 | | 2010-2015 | | Vice President and General Manager, |

| President, Materials Group | | | | | | | | 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 | | 56 | | May 2007 | | | | |

| Senior Vice President and | | | | | | | | |

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

| Senior Vice President, | | | | | | | | General Counsel |

| R. Shawn Neville | | 52 | | June 2009 | | 2008-2009 | | Chief Executive Officer, Boathouse Sports |

The information called for by this Item is incorporated by reference from our [removed: 2015] [added: 2016] Proxy Statement.

The information called for by this Item is incorporated by reference from our [removed: 2015] [added: 2016] Proxy Statement.

The information called for by this Item is incorporated by reference from our [removed: 2015] [added: 2016] Proxy Statement.

The information called for by this Item is incorporated by reference from our [removed: 2015] [added: 2016] Proxy Statement.

[removed: (1) (2)] Financial statements [removed: and financial statement schedule] filed as part of this report are listed on the accompanying Index to Financial [removed: Statements and Financial Statement Schedule.][added: Statements.]

[removed: (3)] Exhibits filed as a part of this report are listed on the accompanying Exhibit Index.

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

Dated: February [removed: 25, 2015][added: 24, 2016]

| /s/ Dean A. Scarborough Dean A. Scarborough | | | | Chairman and Chief Executive Officer | | February [removed: 25, 2015] [added: 24, 2016] |

| /s/ [removed: Mitchell R. Butier Mitchell R. Butier] [added: Anne L. Bramman Anne L. Bramman] | | | | [removed: President, Chief Operating Officer] [added: Senior Vice President] and Chief Financial Officer (Principal Financial Officer) | | February [removed: 25, 2015] [added: 24, 2016] |

| /s/ Lori J. Bondar Lori J. Bondar | | | | Vice President, Controller, and Chief Accounting Officer (Principal Accounting Officer) | | February [removed: 25, 2015] [added: 24, 2016] |

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint [removed: Mitchell R.][added: Anne L.]

[removed: Butier] [added: Bramman] and Susan C.

| /s/ Bradley A. Alford Bradley A. Alford | | | | Director | | February [removed: 25, 2015] [added: 24, 2016] |

| /s/ Anthony K. Anderson Anthony K. Anderson | | | | Director | | February [removed: 25, 2015] [added: 24, 2016] |

| /s/ Peter K. Barker Peter K. Barker | | | | Director | | February [removed: 25, 2015] [added: 24, 2016] |

| /s/ Ken C. Hicks Ken C. Hicks | | | | Director | | February [removed: 25, 2015] [added: 24, 2016] |

| /s/ David E. I. Pyott David E. I. Pyott | | | | Director | | February [removed: 25, 2015] [added: 24, 2016] |

| /s/ Patrick T. Siewert Patrick T. Siewert | | | | Director | | February [removed: 25, 2015] [added: 24, 2016] |

| /s/ Julia A. Stewart Julia A. Stewart | | | | Director | | February [removed: 25, 2015] [added: 24, 2016] |

| /s/ Martha N. Sullivan Martha N. Sullivan | | | | Director | | February [removed: 25, 2015] [added: 24, 2016] |

INDEX TO FINANCIAL STATEMENTS [removed: AND FINANCIAL]

Data incorporated by reference from the attached portions of the [removed: 2014] [added: 2015] Annual Report to Shareholders of Avery Dennison Corporation:

| | Consolidated Balance Sheets as of January [added: 2, 2016 and January] 3, 2015 [removed: and December 28, 2013] | | |

| | Consolidated Statements of Income for [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] | | |

| | Consolidated Statements of Comprehensive Income for [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] | | |

| | Consolidated Statements of Shareholders' Equity for [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] | | |

| | Consolidated Statements of Cash Flows for [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] | | |

Except for the Consolidated Financial Statements, Statement of Management Responsibility for Financial [removed: Statements and] [added: Statements,] Management's Report on Internal Control Over Financial Reporting and [removed: 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: 2014] [added: 2015] Annual Report to Shareholders is not to be deemed "filed" as part of this report.

| [removed: [](#dg41401_consent_of_independent__dg402305) [Consent] [added: 23† | | Consent] of [added: PricewaterhouseCoopers LLP,] Independent Registered Public Accounting [removed: Firm](#dg41401_consent_of_independent__dg402305)] [added: Firm] | | [removed: [S-4](#dg41401_consent_of_independent__dg402305)] [added: N/A] | [added: | N/A |]

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

For the Year Ended January [removed: 3, 2015][added: 2, 2016]

| 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 [removed: 28,] [added: 29,] 2011 |

| 3.1(ii) | | Amended and Restated Bylaws, [removed: dated] [added: effective] as of [removed: December 5, 2013] [added: October 22, 2015] | | [removed: 3.2] [added: 3.1(ii)] | | Current Report on Form [removed: 8-K,] [added: 10-Q,] filed [removed: December 6, 2013] [added: November 3, 2015] |

| 4.9 | | [added: Form of] 6.625% Guaranteed Notes due 2017 | | 99.1 | | Current Report on Form 8-K, filed October 1, 2007 |

| 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 [removed: Inc] [added: Inc.] ("ADOPC Credit Agreement") | | 10.1 | | Quarterly Report on Form 10-Q, filed August 7, 2008 |

| [removed: 10.6*] [added: 10.5*] | | Amended and Restated Supplemental Executive Retirement Plan ("SERP") | | 10.11.1 | | Quarterly Report on Form 10-Q, filed August 12, 2009 |

| [removed: 10.7*] [added: 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 |

| [removed: 10.8*] [added: 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 |

| [removed: 10.9*] [added: 10.8*] | | Complete Restatement and Amendment of Executive Deferred Compensation Plan | | 10.12 | | 1994 Annual Report on Form 10-K, filed March 30, 1995 |

| [removed: 10.10*] [added: 10.9*] | | Amended and Restated Retirement Plan for Directors | | 10.13.1 | | 2002 Annual Report on Form 10-K, filed March 28, 2003 |

| [removed: 10.11*] [added: 10.10*] | | Amended and Restated Director Equity Plan ("Director Plan") | | 10.15.1 | | Current Report on Form 8-K, filed December 11, 2008 |

| [removed: 10.12*] [added: 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 |

| [removed: 10.13*] [added: 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 |

(2)

(3)

| 10.17* | | First Amendment to Equity Plan | | 10.20 | | 2014 Annual Report on Form 10-K, filed February 25, 2015 |

| 10.23* | | Annual Incentive Plan | | 10.26 | | 2014 Annual Report on Form 10-K, filed February 25, 2015 |

| 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 |

(1)

(c) The financial statement schedules required by Regulation S-X, which are excluded from our 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.

| | | | | | | |

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

| | | By: | | /s/ | | Mitchell R. Butier |

| Signature | | | | Title | | Date |

| /s/ Rolf L. Börjesson Rolf L. Börjesson | | | | Director | | February 25, 2015 |

STATEMENT SCHEDULE

| | | |

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

| Data submitted herewith: | | |

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

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors

of Avery Dennison Corporation:

Our audits of the consolidated financial statements and of the effectiveness of internal control over financial reporting referred to in our report dated February 25, 2015 appearing in the 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.

In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

| /s/ PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers LLP | | | | | | |

Los Angeles, California

February 25, 2015

S-2

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

(In millions)

| | | | | | | | | | | | | | |

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

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

| 2014 | | | | | | | | | | | | | |

| Allowance for doubtful accounts | | $ | 21.4 | | $ | 6.3 | | $ | (6.9 | ) | $ | 20.8 | |

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

| 2013 | | | | | | | | | | | | | |

| Allowance for doubtful accounts | | | 31.1 | | | 5.1 | | | (14.8 | ) | | 21.4 | |

| Allowance for sales returns | | | 13.7 | | | 11.2 | | | (14.7 | ) | | 10.2 | |

| 2012 | | | | | | | | | | | | | |

| Allowance for doubtful accounts | | | 34.0 | | | 3.4 | | | (6.3 | ) | | 31.1 | |

| Allowance for sales returns | | | 9.3 | | | 14.5 | | | (10.1 | ) | | 13.7 | |

(a)

Deductions from reserves include currency translation adjustments for all periods and the sale of the DES business in 2013.

S-3