Cover and table of contents

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Cover and table of contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM

10-K

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

For the fiscal year ended January 2,

2021

or

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

For the transition period from to

Commission file number

1-7685

AVERY DENNISON CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware95-1492269
(State of Incorporation)(I.R.S. Employer Identification No.)
207 Goode Avenue
Glendale, California91203
(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code:

(626)

304-2000

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

Title of Each ClassTrading Symbol(s)Name of each exchange on which registered
Common stock, $1 par valueAVYNew York Stock Exchange
1.25% Senior Notes due 2025AVY25Nasdaq Stock Market

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

Not applicable.

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

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

Large accelerated filer ☒Accelerated filer ☐Non-accelerated filer ☐Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Act). Yes ☐ No ☒

The aggregate market value of voting and

non-voting

common equity held by

non-affiliates

as of June 27, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $9.1 billion.

Number of shares of common stock, $1 par value, outstanding as of January 30, 2021, the end of the registrant’s most recent fiscal month: 83,044,019.

The following documents are incorporated by reference into the Parts of this Form

10-K

indicated below:

DocumentIncorporated by reference into:
Portions of Annual Report to Shareholders for fiscal year ended January 2, 2021 (filed as Exhibit 13 hereto)Parts I, II
Portions of Definitive Proxy Statement for Annual Meeting of Stockholders to be held on April 22, 2021Parts III, IV

AVERY DENNISON CORPORATION

FISCAL YEAR 2020 ANNUAL REPORT ON FORM

10-K

TABLE OF CONTENTS

Page
PART I
Item 1.Business1
Item 1A.Risk Factors6
Item 1B.Unresolved Staff Comments20
Item 2.Properties20
Item 3.Legal Proceedings20
Item 4.Mine Safety Disclosures20
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities21
Item 6.Selected Financial Data21
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations21
Item 7A.Quantitative and Qualitative Disclosures About Market Risk21
Item 8Financial Statements and Supplementary Data21
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure22
Item 9A.Controls and Procedures22
Item 9B.Other Information22
PART III
Item 10.Directors, Executive Officers, and Corporate Governance23
Item 11.Executive Compensation25
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters25
Item 13.Certain Relationships and Related Transactions, and Director Independence25
Item 14.Principal Accounting Fees and Services25
PART IV
Item 15.Exhibits, Financial Statement Schedules26
Item 16.Form 10-K Summary30
Signatures31
Power of Attorney32

PART I

Next: Item 1. BUSINESS