Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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(a) Financial Statements, Financial Statement Schedule and Exhibits

(1)

Financial statements filed as part of this report are listed on the accompanying Index to Financial Statements.

(2)

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

(3)

Exhibits filed as a part of this report are listed on the accompanying Exhibit Index. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K is identified as such on the Exhibit Index and incorporated herein by reference.

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

**SIGNATURES **

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

AVERY DENNISON CORPORATION
By:/s/Anne L. Bramman
Anne L. Bramman Senior Vice President and Chief Financial Officer

Dated: February 23, 2017

**POWER OF ATTORNEY **

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

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

SignatureTitleDate
/s/ Mitchell R. Butier Mitchell R. ButierPresident, Chief Executive Officer, and DirectorFebruary 23, 2017
/s/ Anne L. Bramman Anne L. BrammanSenior Vice President and Chief Financial Officer (Principal Financial Officer)February 23, 2017
/s/ Lori J. Bondar Lori J. BondarVice President, Controller, and Chief Accounting Officer (Principal Accounting Officer)February 23, 2017
/s/ Dean A. Scarborough Dean A. ScarboroughExecutive ChairmanFebruary 23, 2017
/s/ Bradley A. Alford Bradley A. AlfordDirectorFebruary 23, 2017
/s/ Anthony K. Anderson Anthony K. AndersonDirectorFebruary 23, 2017
/s/ Peter K. Barker Peter K. BarkerDirectorFebruary 23, 2017
SignatureTitleDate
/s/ Ken C. Hicks Ken C. HicksDirectorFebruary 23, 2017
/s/ Andres A. Lopez Andres A. LopezDirectorFebruary 23, 2017
/s/ David E. I. Pyott David E. I. PyottDirectorFebruary 23, 2017
/s/ Patrick T. Siewert Patrick T. SiewertDirectorFebruary 23, 2017
/s/ Julia A. Stewart Julia A. StewartDirectorFebruary 23, 2017
/s/ Martha N. Sullivan Martha N. SullivanDirectorFebruary 23, 2017

**AVERY DENNISON CORPORATION

INDEX TO FINANCIAL STATEMENTS **

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

Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2016 and January 2, 2016
Consolidated Statements of Income for 2016, 2015 and 2014
Consolidated Statements of Comprehensive Income for 2016, 2015 and 2014
Consolidated Statements of Shareholders' Equity for 2016, 2015 and 2014
Consolidated Statements of Cash Flows for 2016, 2015 and 2014
Notes to Consolidated Financial Statements
Statement of Management Responsibility for Financial Statements and Management's Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm

Except for the Consolidated Financial Statements, Statement of Management Responsibility for Financial Statements, Management's Report on Internal Control Over Financial Reporting and Report of Independent Registered Public Accounting Firm listed above, and certain information referred to in Items 1, 5, 6, 7, and 7A of this report that is expressly incorporated herein by reference, our 2016 Annual Report to Shareholders is not to be deemed "filed" as part of this report.

S-1

**AVERY DENNISON CORPORATION

EXHIBIT INDEX

For the Year Ended December 31, 2016 **

Exhibit No.Exhibit NameOriginally Filed as Exhibit No.Filing(1)
3.1(i)Amended and Restated Certificate of Incorporation, as filed on April 28, 2011 with the Office of Delaware Secretary of State3.1Current Report on Form 8-K, filed April 29, 2011
3.1(ii)Amended and Restated Bylaws, effective as of October 22, 20153.1(ii)Current Report on Form 10-Q, filed November 3, 2015
4.1Indenture, dated as of March 15, 1991, between Registrant and Security Pacific National Bank, as Trustee (the "1991 Indenture")4.1Registration Statement on Form S-3 (File No. 33-39491), filed March 19, 1991
4.2First Supplemental Indenture, dated as of March 16, 1993, between Registrant and BankAmerica National Trust Company, as successor Trustee (the "Supplemental Indenture")4.4Registration Statement on Form S-3 (File No. 33-59642), filed March 17, 1993
4.3Officers' Certificate establishing a series of Securities entitled "Medium-Term Notes, Series C" under the 1991 Indenture, as amended by the Supplemental Indenture4.1Current Report on Form 8-K, filed May 12, 1995
4.4Officers' Certificate establishing a series of Securities entitled "Medium-Term Notes, Series D" under the 1991 Indenture, as amended by the Supplemental Indenture4.1Current Report on Form 8-K, filed December 16, 1996
4.5Indenture, dated as of July 3, 2001, between Registrant and Chase Manhattan Bank and Trust Company, National Association, as trustee ("2001 Indenture")4.1Registration Statement on Form S-3 (File No. 333-64558), filed July 3, 2001
4.6Officers' Certificate establishing two series of Securities entitled "4.875% Notes due 2013" and "6.000% Notes due 2033" under the 2001 Indenture4.2Current Report on Form 8-K, filed January 16, 2003
4.76.000% Notes Due 20334.4Current Report on Form 8-K, filed January 16, 2003

i

Exhibit No.Exhibit NameOriginally Filed as Exhibit No.Filing(1)
4.8Indenture, 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")99.1Current Report on Form 8-K, filed October 1, 2007
4.9Form of 6.625% Guaranteed Notes due 201799.1Current Report on Form 8-K, filed October 1, 2007
4.10Indenture, dated as of November 20, 2007, between Registrant and Bank of NY4.2Current Report on Form 8-K, filed November 20, 2007
4.11First Supplemental Indenture, dated as of November 20, 2007, between Registrant and Bank of NY4.3Current Report on Form 8-K, filed November 20, 2007
4.12Second Supplemental Indenture, dated as of April 13, 2010, between Registrant and Bank of NY4.2Current Report on Form 8-K, filed April 13, 2010
4.13Form of 5.375% Senior Notes due 20204.3Current Report on Form 8-K, filed April 13, 2010
4.14Third Supplemental Indenture, dated as of April 8, 2013, between Registrant and Bank of NY4.2Current Report on Form 8-K, filed April 8, 2013
4.15Form of 3.35% Senior Notes due 20234.3Current Report on Form 8-K, filed April 8, 2013
10.1Amended and Restated Credit Agreement, dated as of February 8, 2008, among ADOPC, Registrant, Bank of America, N.A. and Banc of America Securities LLC and JP Morgan Securities Inc. ("ADOPC Credit Agreement")10.1Quarterly Report on Form 10-Q, filed August 7, 2008
10.2Second Amendment to ADOPC Credit Agreement, dated as of January 23, 200999.4Current Report on Form 8-K, filed January 27, 2009
10.3Third Amended and Restated Credit Agreement, dated as of October 3, 2014, by and among Registrant, Bank of America, N.A., Citibank, N.A. and JPMorgan Chase Bank, N.A. and the other lenders party thereto10.1Current Report on Form 8-K, filed October 3, 2014
10.4*Deferred Compensation Plan for Directors10.31981 Annual Report on Form 10-K, filed February 29, 1982

ii

Exhibit No.Exhibit NameOriginally Filed as Exhibit No.Filing(1)
10.5*Amended and Restated Supplemental Executive Retirement Plan ("SERP")10.11.1Quarterly Report on Form 10-Q, filed August 12, 2009
10.6*Letter of Grant to D.A. Scarborough under SERP10.11.2.1Quarterly Report on Form 10-Q, filed August 12, 2009
10.7*Letter Agreement with D.A. Scarborough regarding SERP benefits10.11.2.1Current Report on Form 8-K, filed December 15, 2010
10.8*Complete Restatement and Amendment of Executive Deferred Compensation Plan10.121994 Annual Report on Form 10-K, filed March 30, 1995
10.9*Amended and Restated Retirement Plan for Directors10.13.12002 Annual Report on Form 10-K, filed March 28, 2003
10.10*Amended and Restated Director Equity Plan ("Director Plan")10.15.1Current Report on Form 8-K, filed December 11, 2008
10.11*Form of Non-Employee Director Stock Option Agreement under Director Plan10.15.12003 Annual Report on Form 10-K, filed March 11, 2004
10.12*Complete Restatement and Amendment of Executive Variable Deferred Compensation Plan ("EVDCP")10.161994 Annual Report on Form 10-K, filed March 30, 1995
10.13*Amendment No. 1 to EVDCP10.16.11999 Annual Report on Form 10-K, filed March 30, 2000
10.14*Complete Restatement and Amendment of Directors Deferred Compensation Plan10.171994 Annual Report on Form 10-K, filed March 30, 1995
10.15*Amended and Restated 2005 Directors Variable Deferred Compensation Plan10.18.2Quarterly Report on Form 10-Q, filed May 10, 2011
10.16*Amended and Restated Stock Option and Incentive Plan ("Equity Plan")A2012 Proxy Statement on Schedule 14A, filed March 9, 2012
10.17*First Amendment to Equity Plan10.202014 Annual Report on Form 10-K, filed February 25, 2015
10.18*Forms of NQSO Agreement under Equity Plan10.19.52007 Annual Report on Form 10-K, filed February 27, 2008
10.19*Forms of Equity Agreements under Equity Plan10.19.6Current Report on Form 8-K, filed April 30, 2008
10.20*Forms of Equity Agreements under Equity Plan10.10.19.9Current Report on Form 8-K, filed December 11, 2008

iii

Exhibit No.Exhibit NameOriginally Filed as Exhibit No.Filing(1)
10.21*Additional Forms of Equity Agreements under Equity Plan10.19.10Current Report on Form 8-K/A, filed December 11, 2008
10.22*Senior Executive Annual Incentive PlanA2014 Proxy Statement on Schedule 14A, filed March 7, 2014
10.23*Annual Incentive Plan10.262014 Annual Report on Form 10-K, filed February 25, 2015
10.24*Complete Restatement and Amendment of Executive Deferred Retirement Plan ("EDRP")10.281994 Annual Report on Form 10-K, filed March 30, 1995
10.25*Amendment No. 1 to EDRP10.28.11999 Annual Report on Form 10-K, filed March 30, 2000
10.26*Amendment No. 2 to EDRP10.28.22001 Annual Report on Form 10-K, filed March 4, 2002
10.27*2005 Executive Variable Deferred Retirement Plan, amended and restated10.1Quarterly Report on Form 10-Q, filed May 7, 2013
10.28*Benefit Restoration Plan, amended and restated ("BRP")10.32.1Current Report on Form 8-K/A, filed December 11, 2008
10.29*First Amendment to BRP10.32.12010 Annual Report on Form 10-K, filed February 28, 2011
10.30*Amended and Restated Capital Accumulation Plan ("CAP")10.341999 Annual Report on Form 10-K, filed March 30, 2000
10.31*Amendment No. 1 to CAP10.34.21999 Annual Report on Form 10-K, filed March 30, 2000
10.32*Key Executive Change of Control Severance Plan10.35Quarterly Report on Form 10-Q, filed May 10, 2011
10.33*Executive Severance Plan10.36Quarterly Report on Form 10-Q, filed May 10, 2011
10.34*Long-Term Incentive Unit Plan10.432012 Annual Report on Form 10-K, filed February 27, 2013
10.35*Form of Restricted Stock Unit Agreement10.382013 Annual Report on Form 10-K, filed February 26, 2014
10.36*Form of Performance Unit Agreement10.392013 Annual Report on Form 10-K, filed February 26, 2014
10.37*Form of Market-Leveraged Stock Unit Agreement10.402013 Annual Report on Form 10-K, filed February 26, 2014
10.38*Form of Long-Term Incentive Unit Agreement10.412013 Annual Report on Form 10-K, filed February 26, 2014

iv

Exhibit No.Exhibit NameOriginally Filed as Exhibit No.Filing(1)
10.39*Form of Performance Long-Term Incentive Unit Agreement10.422013 Annual Report on Form 10-K, filed February 26, 2014
10.40*Form of Director Restricted Stock Unit Agreement10.432013 Annual Report on Form 10-K, filed February 26, 2014
10.41*Offer Letter to Anne Bramman10.462014 Annual Report on Form 10-K, filed February 25, 2015
10.42*Offer Letter to Georges Gravanis10.1Quarterly Report on Form 10-Q, filed May 5, 2015
10.43*Offer Letter to Dean A. Scarborough10.1Quarterly Report on Form 10-Q, filed May 3, 2016
10.44*Offer Letter to Mitchell R. Butier10.2Quarterly Report on Form 10-Q, filed May 3, 2016
10.45*Localization Letter to Georges Gravanis10.1Quarterly Report on Form 10-Q, filed August 2, 2016
12†Computation of Ratio of Earnings to Fixed ChargesN/AN/A
13†Portions of Annual Report to Shareholders for fiscal year ended December 31, 2016N/AN/A
21†List of SubsidiariesN/AN/A
23†Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting FirmN/AN/A
24†Power of Attorney (see Signatures – Power of Attorney)N/AN/A
31.1†Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002N/AN/A
31.2†Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002N/AN/A
32.1†Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002N/AN/A
32.2†Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002N/AN/A
101INSXBRL Instance FilingN/AN/A
101SCHXBRL Extension Schema FilingN/AN/A

v

Exhibit No.Exhibit NameOriginally Filed as Exhibit No.Filing(1)
101CALXBRL Extension Calculation Linkbase FilingN/AN/A
101LABXBRL Extension Label Linkbase FilingN/AN/A
101PREXBRL Extension Presentation Linkbase FilingN/AN/A
101DEFXBRL Extension Definition Linkbase FilingN/AN/A

(1)

Unless otherwise noted, the File Number for all filings is File No. 1-7685.

Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 15(b) of Form 10-K.

†

Filed herewith.

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