Avery Dennison (AVY) 10-K risk factor changes: FY2021 vs FY2020

[removed: has] had an adverse effect on portions of our business and we could experience further negative consequences as a result of

will have on our [removed: 2021 results from operations, financial condition, liquidity and cash flows] [added: business in 2022] due to numerous uncertainties, including the duration and severity of the [removed: pandemic] [added: pandemic, the impact of the spread of new] and [added: existing variants of the virus, the availability, adoption and effectiveness of vaccines and treatments, and] containment measures and the related macroeconomic impacts.

We continue to manage this dynamic environment and [removed: have updated] [added: regularly update] our scenario planning to reflect the continuously evolving aspects of the pandemic.

Our employees have been [removed: affected] [added: significantly impacted] by

Our office and management personnel in certain countries have generally worked from home since [added: March 2020, and some of our employees engaged in manufacturing, production and distribution facilities have been at times restricted by governmental orders from coming to work.]

[removed: The] [added: We have taken steps to ensure employee] safety, [removed: health] [added: quickly implementing world-class safety protocols] and [removed: well-being of our employees are] [added: continuing to adapt] our [removed: top priorities] [added: guidelines as the pandemic continues to evolve] and we may need to implement further precautionary measures to help minimize the risk of our workforce being exposed to

which required and will continue to require a large investment of time and resources across our entire company, [removed: thereby] diverting attention from other [removed: priorities that existed prior to the pandemic.][added: priorities.]

If these conditions worsen, or last for an extended period of time, or there is a disruption in the technology we use to operate remotely, our ability to manage our business may be [removed: impaired,] [added: impaired] and operational, cybersecurity and other risks [removed: facing us prior to the pandemic] may be elevated.

[added: We cannot predict the impact of COVID-19] on our customers, suppliers, vendors, and other business partners, including our financing sources, and how these impacts will affect our business.

[added: COVID-19] has affected and is likely to continue affecting our customers, suppliers, vendors, and other business partners, but we are not able to predict the ultimate consequences that will result.

Delays in production or delivery of components or raw materials in our global supply chain, or the [added: cost and] ability to transport those components or materials or our finished goods, due to restrictions imposed to limit the spread of [added: COVID-19 have delayed and could further delay or inhibit our ability to obtain supply of components and materials to deliver finished goods to customers, with these impacts and the higher cost of freight also increasing our costs.]

[removed: While disruptions to our supply chain during fiscal year 2020 were not significant, if] [added: If] conditions [added: continue to] worsen or last for an extended period of time, [added: or if inflation remains persistent,] our supply chains could be materially adversely affected.

In the first quarter of 2020, our ability to access the commercial paper market was disrupted [added: as a result of the pandemic] and we drew down $500 million from our revolving credit facility, which we repaid in the second quarter of 2020.

In [removed: 2020,] [added: 2021,] approximately [removed: 76%] [added: 75%] of our net sales were from international operations.

[added: inflation, raw material, freight and labor availability,] slower growth in the geographic regions in which we [removed: operate, the restructuring of European sovereign and other debt obligations, the impact of the exit of the United Kingdom (“UK”) from the European Union (commonly known as “Brexit”),] [added: operate] and uncertainty in the global credit or financial markets leading to a 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 [removed: downgrades,] [added: downgrades] and fluctuations in foreign currency exchange rates.

[removed: We] [added: While we saw the ease of trade tensions between the U.S. and some of its trading partners such as the EU and Japan, we] continue to face uncertainty [removed: with respect to] [added: from] trade relations between the U.S. and [removed: many of its trading partners.][added: China.]

Over the past few years, the U.S. government has imposed additional tariffs on products imported into the U.S. [removed: This has resulted in reciprocal tariffs on goods imported] from [removed: the U.S. into China, the European Union, and certain other countries.][added: China.]

There remains [removed: a] risk that our business could be significantly impacted if additional tariffs or other restrictions are imposed on [removed: products imported from these or other countries, or if relations with these countries more broadly deteriorate.][added: products.]

[removed: These countries may continue to, or other countries may begin to, impose similar tariffs or restrictions on products imported from the U.S.] Any of these actions or further developments in international trade relations could have a material adverse effect on our business.

In addition, business and operational disruptions or delays caused by political, social or economic instability and unrest – such as civil, political and economic disturbances in places such as the U.S., Russia, Ukraine, [added: Afghanistan,] Syria, Iraq, Iran, Turkey, North Korea, [removed: Hong Kong,] and [removed: Chile] [added: Hong Kong] 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 [added: a] material adverse [removed: effects] [added: effect] on our business.

The substantial majority of our net sales in [removed: 2020] [added: 2021] was in foreign currencies.

Fluctuations in currencies, such as those associated with the [removed: Brazilian real, Indian rupee, Mexican peso, and] euro [added: and Chinese yuan] in [removed: 2020,] [added: 2021, which had a favorable impact for this year,] can [added: be unfavorable and] result in a variety of negative effects, including lower net sales, increased costs, lower gross margin percentages, increased [removed: allowances] [added: allowance] for credit losses and/or write-offs of accounts receivable, and required recognition of impairments of capitalized assets, including goodwill and other intangible assets.

Foreign currency translation [removed: reduced] [added: increased] our net sales in [removed: 2020] [added: 2021] by approximately [removed: $67] [added: $201] million.

Our [removed: growth] strategy includes increased [removed: concentration] [added: growth] in emerging markets, including China, which could create greater exposure to unstable political conditions, civil unrest, economic volatility, contagious disease and other risks applicable to international operations.

A significant amount of our net sales – approximately half of our net sales in [removed: 2020] [added: 2021] – [removed: is] originated in emerging markets, including countries in [removed: Asia,] [added: Asia Pacific,] Latin America and Eastern Europe.

The profitable growth of our business in emerging markets is a significant focus of our long-term growth strategy and our regional results [added: have and] can fluctuate significantly based on economic conditions in these regions.

Our business operations [added: have been and] may be adversely affected by the current and future political environment in China, including as a result of its response to tariffs instituted by the U.S. government on goods imported from China, [added: tariffs imposed by China on U.S. goods, more active use of economic sanctions and export control restrictions,] any trade agreements entered into between the U.S. and China, and [added: increasing] tensions as a result of the two countries’ relationships with Hong Kong and Taiwan.

many of our manufacturing and other operations in China experienced limited production and/or closure; as the outbreak spread beyond this region, our facilities in other countries were similarly impacted, most significantly in South [removed: Asia.][added: Asia in late 2020.]

All of our manufacturing facilities are currently open, but, many of our employees are still unable to travel [added: easily] within and outside their countries.

There [added: have been and] could be [added: further] disruptions in our supply chain or ability to manufacture our products, as well as temporary closures of our facilities or those of our suppliers or customers, any of which could impact our sales and operating results.

The extent to which the pandemic will [added: continue to] impact our financial results is dependent on future developments, which are uncertain and unpredictable.

has adversely affected the economies and financial markets in [removed: impacted] [added: virtually all] countries, and further escalation of the [removed: health crisis] [added: pandemic] could [removed: potentially] lead to a more significant economic downturn that could adversely affect demand for our products and negatively impact our business.

In addition to the risks applicable to our international operations, factors that could have a material adverse effect on our operations in these emerging markets include the [removed: lack of well-established] [added: less established] or reliable legal systems and possible disruptions due to unstable political conditions, civil unrest or economic volatility.

A substantial portion of our employees and assets are located outside of the U.S. and, in [removed: 2020, the substantial majority] [added: 2021, approximately 75%] of our sales was generated [removed: 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 [removed: operations, including our less extensive knowledge of and relationships with contractors, suppliers, distributors and customers in certain of these markets;] [added: operations;] changes in foreign political, regulatory and economic conditions, including nationally, regionally and locally; material adverse effects of changes in exchange rates for foreign currencies; inflation; reduced protection of intellectual property [removed: rights; laws and regulations impacting the ability to repatriate foreign earnings; challenges of complying with a wide variety of foreign laws and regulations, including those relating to sales, operations, taxes, employment and legal proceedings; establishing effective controls and procedures to regulate our international operations and monitor compliance with U.S. laws and regulations such as the Foreign Corrupt Practices Act and similar foreign laws and regulations, such as the UK’s Bribery Act of 2010; differences in]

[removed: There is also continued uncertainty] [added: Uncertainty remains] as to how [removed: Brexit] [added: the exit of the United Kingdom (“UK”) from the European Union (“EU”) (commonly known as “Brexit”)] will affect the legal and regulatory environment in the European Union and the UK, as well as whether other countries in the European Union may approve similar measures and cause further uncertainty in the region.

While our operations in the UK are relatively small, [added: we have operations in many countries in] the [added: European Union; as a result, the] realization of any of these risks or the failure to comply with any laws or regulations in the European Union or the UK could expose us to liabilities and have a material adverse effect on our business.

We are affected by changes in our markets due to competitive conditions, technological developments, [removed: environmental standards,] laws and regulations, and customer preferences.

If we do not compete effectively or respond appropriately to these [removed: market] changes, it could reduce market demand, or we could lose market share or be forced to reduce selling prices to maintain market share, any of which could materially adversely affect our business.

Competitors also may be able to offer additional products, services, lower [removed: prices,] [added: prices] or other incentives that we cannot or would not offer or that would make our products less profitable.

In recent years, there has been an accelerated focus on sustainability and transparency in reporting, with greater [removed: consumer] concern regarding climate change and [added: single-use plastics, corporate commitments and increasing stakeholder expectations regarding the reuse and recyclability of plastic packaging and recycled content, and increased regulation across multiple geographies regarding the collection, recycling and use of recycled content.]

Our operations largely recovered in 2021 from the prior-year impact of the COVID-19 pandemic, with higher volume across our businesses.

Uncertainty surrounding the global health crisis remained elevated in 2021 as many parts of the world experienced an increased number of COVID-19 cases at some point during the year.

The greatest impact to our company was in Southeast Asia, particularly in our RBIS reportable segment.

We worked to actively manage through a dynamic supply and demand environment in which demand across the majority of our businesses and regions was strong while raw material, freight and labor availability was constrained.

Inflation was persistent and we implemented pricing and material re-engineering actions to offset higher costs.

We also leveraged our global scale, working closely with our customers and suppliers to minimize disruptions and demonstrating agility and preparedness through robust scenario planning.

While we have mitigated some of this impact by raising prices, continued increases in pricing to combat inflation could result in loss of customers to other suppliers, reduction of our market share and material and adverse impact to our business.

While supply chain constraints and raw material availability had a significant impact on our teams and industries during fiscal year 2021, they did not have a significant adverse impact on our financial results due to our implementation of mitigation strategies.

If commercial paper markets or our ability to draw under our $800 million revolving credit facility were to become disrupted in the future due to the impact of COVID-19 on our customers, suppliers, vendors, and other business partners, our liquidity could be impacted which could materially adversely affect our business.

The safety and well-being of our employees has

been and continues to be our top priority.

Where appropriate, we may take further actions required by international, federal, state or local authorities or that we determine are in the best interests of our employees, customers, shareholders and communities.

The pandemic has already constrained the labor market, with certain individuals electing to leave their current positions or the workforce entirely (commonly referred to as the “great resignation”) and both prospective and current employees more actively seeking higher compensation and benefits in what has become known as the “war for talent.” Further, our management team is focused on mitigating the economic effects of

This has resulted in reciprocal tariffs on goods imported from the U.S. into China.

In 2021, with the spread of the Delta variant mid-year, we experienced intermittent closures in Southeast Asia, particularly in our RBIS reportable segment.

Overall, COVID-19 had a negative impact on our consolidated financial results in 2020, most significantly in our RBIS and IHM reportable segments; its direct impact on our operations in 2021 was more modest.

rights; laws and regulations impacting the ability to repatriate foreign earnings; challenges of complying with a wide variety of foreign laws and regulations, including those relating to sales, operations, taxes, employment and legal proceedings; establishing effective controls and procedures to regulate our international operations and monitor compliance with U.S. laws and regulations such as the Foreign Corrupt Practices Act and similar foreign laws and regulations, such as the UK’s Bribery Act of 2010; differences in lending practices; challenges with complying with applicable export and import control laws and regulations; and differences in language, culture and time zone.

The post-Brexit UK-EU relationship is under strain, with differences in terms of Northern Ireland and the border and immigration arrangements between the two.

A prolonged, acrimonious process, compounded by the pandemic and its economic fallout, could weaken the continent as a whole as other powers, notably China and Russia, become increasingly assertive.

During the year, we implemented targeted price increases across our businesses and regions to address raw material and freight inflation.

If inflation remains persistent in 2022, we may have to implement similar pricing measures.

In 2021, we experienced supply chain interruptions due to natural and other disasters, which are becoming more frequent due to the impacts from climate change, or other events, such as COVID-19.

We are affected by changes in our markets due to environmental standards.

If we do not respond appropriately to these changes, it could

negatively impact

market demand,

market share and pricing,

any of

which could materially adversely affect our business.

As part of our more ambitious 2030 sustainability goals announced in the first quarter of 2021, we are aiming to reduce our Scope 1 and 2 GHG emissions by 70% compared to our 2015 baseline and work with our supply chain to reduce Scope 3 GHG emissions by 30% against our 2018 baseline, in each case by 2030, with an ambition to be net zero by 2050.

In 2021, we acquired Vestcom, an Arkansas-based provider of shelf-edge pricing, productivity and consumer engagement solutions for retailers and consumer packaged goods companies, for $1.47 billion, as well as ZippyYum, a California-based developer of software products used in the food service and food preparation industries, and JDC, a Tennessee-based manufacturer of pressure-sensitive specialty tapes, for an aggregate of approximately $43 million.

The success of any acquisition depends, in part, on the ability of the combined company to realize the anticipated benefits from combining our businesses.

Realizing these benefits depends, in part, on maintaining adequate focus on executing the business strategies of the combined company as well as the successful integration of assets, operations, functions and personnel.

While we have not experienced issues with our acquisitions to date, including our recent acquisition of Vestcom, if management of our combined company is unable to continue minimizing the potential disruption of the combined company’s ongoing business during the integration process, the anticipated benefits of any acquisition may not be fully realized.

In addition, the inability to successfully manage the implementation of appropriate systems, policies, benefits and compliance programs for the combined company could have a material adverse effect on our business.

There can be no assurance that

In 2021, we expended approximately $14 million for restructuring actions, significantly lower than in 2020 when we accelerated our restructuring activities.

In 2020, we also reduced costs across our company in response to COVID-19, approximately $135 million of which were temporary and largely returned in 2021 as markets recovered.

Although we have processes to administer credit granted to customers and believe our allowance for credit losses is adequate, we have increased our allowance when determined to be appropriate due to, for example, the continued impact of COVID-19 and related supply chain challenges, issues with raw material, freight and labor availability, and persistent inflation, and in the future may experience losses as a result of our inability to collect some of our accounts receivable.

Potential new U.S. tax legislation could materially adversely affect our effective tax rate.

COVID-19

Overall, the pandemic had a negative impact on our consolidated financial results for 2020.

While we experienced sequential improvements in the second half of 2020, net sales for the full year were lower across our reportable segments due to the continued negative impact of the pandemic.

Net sales for the second quarter of 2020 were down approximately 15% from the same period in 2019.

However, we experienced sequential improvement in the second half of the year, resulting in our net sales for the full year being down over 1% from the prior year.

Our label and packaging materials largely serve essential categories and experienced strong demand as a result of the pandemic, given the increased consumption of packaged goods and

e-commerce

trends.

Net sales of graphics and reflective products declined due to lower demand.

Net sales in our Retail Branding and Information Solutions (“RBIS”) reportable segment declined significantly in the second quarter of 2020, though we experienced sequential improvement in the remainder of the year, driven by net sales growth in radio-frequency identification solutions.

Additionally, net sales in our Industrial and Healthcare Materials (“IHM”) reportable segment declined significantly in the second quarter mainly due to reduced industrial demand, particularly in automotive end markets, although we experienced sequential improvement in the remainder of the year.

mid-March

2020, and some of our employees engaged in manufacturing, production and distribution facilities were at times restricted by governmental orders from coming to work.

COVID-19,

Further, our management team is focused on mitigating the adverse economic effects of

We cannot predict the impact of

could delay or inhibit our ability to obtain supply of components and materials to deliver finished goods to customers.

If commercial paper markets or our ability to draw

under our $800 million revolving credit facility were disrupted in the future, our liquidity could be adversely affected.

Continued concerns regarding the short- and long-term stability of the euro and its ability to serve as a single currency for countries in the Eurozone could lead individual countries to revert, or threaten to revert, to their former local currencies, potentially dislocating the euro.

If this were to occur, the assets we hold in a country that

re-introduces

its local currency could be significantly devalued, the cost of raw materials or our manufacturing

operations could substantially increase, and the demand and pricing for our products could be materially adversely affected.

Furthermore, if it were to become necessary for us to conduct business in additional currencies, we could be subject to earnings volatility as amounts in these currencies are translated into U.S. dollars.

For example, while emerging markets contributed positively to our results in 2020, we believe that local economic conditions in certain countries negatively impacted our results for the year, most notably in India and China, largely affecting our Label and Graphic Materials (“LGM”) reportable segment and industrial and automotive production in our IHM reportable segment.

adversely impacted our results for fiscal year 2020; while we took measures to mitigate this impact, they were unable to fully offset it.

lending practices; challenges with complying with applicable export and import control laws and regulations; and differences in language, culture and time zone.

single-use

plastics, corporate commitments and increasing stakeholder expectations regarding the reuse and recyclability of plastic packaging and recycled content, and increased regulation across multiple geographies regarding the collection, recycling and use of recycled content.

non-governmental

organizations for companies to reduce their GHG emissions.

We have already exceeded our overall 2025 goal and have set a more ambitious goal for 2030.

The impact is expected to continue into 2021 but improve as economies gradually recover.

overlaminate products, for approximately $88 million.

In recent years, we completed the following acquisitions for an aggregate of approximately $340 million: Yongle Tape Ltd., a China-based manufacturer of specialty tapes and related products used in a variety of industrial markets; Finesse Medical Ltd., an Ireland-based manufacturer of healthcare products used in the management of wound care and skin conditions; and the net assets of Hanita Coatings Rural Cooperative Association Limited, an Israel-based pressure-sensitive manufacturer of specialty films and laminates, and stock of certain of its subsidiaries.

In 2018, we implemented targeted price increases in our LGM reportable segment in all regions to address raw material inflation that moderated in 2019.

If we experience an inflationary trend in the future, we may implement similar pricing measures.

re-engineering

our products.

The information [removed: called for] [added: required] by this Item appears under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our [removed: 2020] [added: 2021] Annual Report and is incorporated herein by reference.

The information [removed: called for] [added: required] by this Item is contained under [removed: ”Market-Sensitive] [added: “Market-Sensitive] Instruments and Risk Management” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our [removed: 2020] [added: 2021] Annual Report and incorporated herein by reference.

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, [removed: and] imprinting equipment and related solutions, [removed: which serve the apparel] and [removed: other end markets.][added: shelf-edge pricing, productivity and consumer engagement solutions.]

Our reportable segments for fiscal year [removed: 2020] [added: 2021] were:

In [removed: 2020, the] [added: 2021, our] LGM, [removed: RBIS,] [added: RBIS] and IHM [added: reportable] segments made up approximately [removed: 68%, 23%] [added: 65%, 26%] and 9%, respectively, of our total net sales.

In [removed: 2020,] [added: 2021,] international operations constituted a substantial majority of our business, representing approximately [removed: 76%] [added: 75%] of our net sales.

As of January [removed: 2, 2021,] [added: 1, 2022,] we operated [removed: approximately 190] [added: nearly 200] manufacturing and distribution facilities [removed: worldwide] in over 50 countries.

For information regarding the [added: impacts of the]

[removed: coronavirus/COVID-19][added: COVID-19]

[added: pandemic on our business,] see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part II, Item 7).

LGM [removed: Segment]

[removed: Our] LGM [removed: segment] manufactures and sells Fasson

[removed: The] [added: LGM’s] business [removed: of this segment] tends not to be seasonal, except for certain outdoor graphics and reflective products.

[added: Because they are easy to apply without the need for adhesive] activation, self-adhesive materials can provide cost savings compared to other materials that require heat- or moisture-activated adhesives, while [added: also] offering aesthetic and other advantages over alternative technologies.

Label and packaging materials are sold worldwide to label converters for labeling, [removed: decorating,] [added: decorating] and specialty applications in the home and personal care, beer and beverage, durables, pharmaceutical, wine and spirits, and food market segments.

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

We [removed: have an] [added: offer a wide] array of pressure-sensitive vinyl and specialty materials designed for digital imaging, screen printing and sign cutting applications.

In [removed: the LGM segment,] [added: LGM,] our larger competitors in label and packaging materials include UPM Raflatac, a subsidiary of UPM Corporation; Lintec Corporation; Ritrama SpA, a subsidiary of the Fedrigoni Group; Flexcon Corporation, Inc.; and various regional and local companies.

We believe that our technical expertise, size and scale of operations, broad line of quality products and service programs, distribution capabilities, brand [removed: strength,] [added: strength] and product innovation are the primary advantages in maintaining and further developing our competitive position.

RBIS [removed: Segment]

[removed: Our] RBIS [removed: segment] designs, manufactures and sells a wide variety of branding and information solutions to retailers, brand owners, apparel manufacturers, distributors and industrial customers.

[removed: (back-to-school),][added: (back-to-school)]

RBIS’ information solutions include item-level RFID solutions; visibility and loss prevention solutions; price ticketing and marking; care, content, and country of origin compliance solutions; [removed: and] brand protection and security [added: solutions; and Vestcom®-brand shelf-edge] solutions.

In [removed: the RBIS segment,] [added: RBIS,] our primary competitors include Checkpoint Systems, Inc., a subsidiary of CCL Industries Inc.;

IHM [removed: Segment]

[removed: Our] IHM [removed: segment] manufactures and sells Fasson

\-brand tapes and other pressure-sensitive adhesive-based materials and converted products, mechanical [removed: fasteners,] [added: fasteners] and performance polymers.

[removed: brand] [added: \-brand] tapes for wire harnessing and cable wrapping in automotive, [removed: electrical,] [added: electrical] and general industrial applications.

The mechanical fasteners are primarily precision-extruded and injection-molded plastic devices used in various automotive, general [removed: industrial,] [added: industrial] and retail applications.

For industrial and healthcare materials and converted products, [removed: our] [added: IHM’s] primary competitors include 3M;

For [added: IHM’s] fastener products, there are a variety of competitors supplying extruded and injection molded fasteners and fastener attaching equipment.

We believe that entry of competitors is limited by technical knowledge and capital requirements, and that our technical expertise, size and scale of operations, broad line of high-quality, cost-effective solutions and product innovation are the most significant advantages in maintaining and further developing our competitive [removed: position in this business.][added: position.]

As a global leader in materials science, we seek out opportunities in the markets we serve and [removed: use innovation] [added: innovate] to develop and introduce new products and solutions.

Our years of experience creating solutions for customers and our core capabilities in materials science, [removed: engineering,] [added: engineering] and process technology enable us to drive continuous innovation throughout our industries.

Our investment in innovation goes beyond our [removed: R&D] [added: research and development] efforts, with initiatives that aim to accelerate growth, expand margins and ensure customer success by leveraging scalable innovation platforms and delivering sustainability initiatives and cutting-edge technologies.

Many of our [added: new] products [removed: are the] result [removed: of] [added: from] our research and development efforts.

These efforts are directed primarily toward developing [removed: new] products and operating techniques and improving productivity, [removed: sustainability,] [added: sustainability] and product performance, often in close association with our [removed: customers.][added: customers or end users.]

These efforts [removed: include] [added: provide] intellectual property [removed: and] [added: that leverages our] research and development relating to adhesives, as well as printing and coating technologies, films, release and ink chemistries in [removed: our] LGM and [removed: IHM segments.][added: IHM.]

We focus on research projects related to [removed: RFID and] [added: RFID,] external [removed: embellishments] [added: embellishments, and data and digital solutions] in [removed: our] RBIS [removed: segment] and medical technologies in [removed: our IHM segment,] [added: IHM,] in each case for which we have and license a number of patents.

Additionally, our research and development efforts include sustainable innovation and design of products that [removed: increase] [added: advance] the [added: circular economy, reduce materials and waste,] use [removed: of] recycled content, [removed: reduce waste,] [added: and] extend [removed: life] [added: product end-of-life] or enable [added: product] recycling.

We believe these trademarks are strong in the market segments in which we [removed: compete.][added: operate.]

With approximately [removed: 76%] [added: 75%] of our [removed: 2020] [added: 2021] net sales [removed: originated] [added: originating] outside the U.S. and approximately half of our net sales [removed: originated] [added: originating] in emerging markets [removed: (Asia,] [added: (Asia Pacific,] Latin America, Eastern Europe and Middle East/Northern Africa), our employees are located in over 50 countries to best serve our customers.

More broadly, our Intelligent Labels platform, a high-value product category that includes our item-level RFID solutions, offers solutions that enable our customers to gain greater visibility into their supply chains, improve inventory accuracy, increase automation and labor efficiency, reduce waste and enhance the consumer experience.

Acquisitions and Venture Investments

In addition to our investments to support organic growth, we have pursued complementary and synergistic acquisitions.

During 2021, we acquired CB Velocity Holdings, LLC (“Vestcom”), an Arkansas-based provider of shelf-edge pricing, productivity and consumer engagement solutions for retailers and consumer packaged goods companies, for $1.47 billion, as well as ZippyYum, LLC (“ZippyYum”), a California-based developer of software products used in the food service and food preparation industries, and JDC Solutions, Inc. (“JDC”), a Tennessee-based manufacturer of pressure-sensitive specialty tapes, for an aggregate of approximately $43 million.

During 2021, we also made three venture investments in companies developing innovative technological solutions that we believe have the potential to advance our businesses.

For information regarding our acquisitions, see Note 2, “Acquisitions,” in the Notes to Consolidated Financial Statements contained in our 2021 Annual Report, which is incorporated herein by reference.

We emphasize

development and coaching, and also provide facilitator-led and direct-access

In 2021, we leveraged our Regional DE&I Councils, Employee Resource Groups (ERGs) and broader organization, to better understand where we were, our strengths and our opportunities, and from there define where we aspired to be.

These efforts included both qualitative and quantitative inputs from across the enterprise, including a formal inclusion assessment survey conducted by an independent third party through which we heard from approximately 15,000 of our employees worldwide, a three-year rolling pipeline analysis focused globally on women and in the US also on Black/African American, Asian and Hispanic/Latinx employees.

After a great deal of organizational exploration, reflection and dialogue, we crafted and deployed our go-forward DE&I strategy.

In 2021, females in manager and above roles increased from 34% in 2020 to 35% in 2021.

We also introduced a formal, global DE&I infrastructure under the leadership of a global DE&I Director.

This team is dedicated to helping advance our efforts around DE&I and guide and support the efforts of our ERGs and Regional DE&I Councils.

ERGs continue to be an integral part of our DE&I strategy.

ERGs create opportunities for employees to learn and experience greater belonging.

ERGs serve as a sounding board and valuable way for employees to collectively amplify their voices.

2021.

We regularly evaluate pay equity, making adjustments where needed.

In 2020, we expanded our review to include race/ethnicity in addition to gender, and in 2021, increased the scope to include non-managerial professional employees as well as shop floor employees in the U.S.

opportunities for improvement.

In 2021, while our supply chains were tight, we worked to actively manage through a dynamic supply and demand environment in which demand across the majority of our businesses and regions was strong while raw material, freight and labor availability was constrained.

pandemic (collectively referred to herein as

“COVID-19”),

Because they are easy to apply without the need for adhesive

Development, which emphasizes

development and coaching, also includes live and

One way we support our employees to bring their whole selves to the workplace is through our Employee Resource Groups (ERGs).

2020.

We regularly evaluate pay equity, expanding our review in 2020 to include race/ethnicity in addition to gender, and we make adjustments to compensation where needed.

emissions.

See Note 8, “Contingencies,” in the Notes to Consolidated Financial Statements contained in our [removed: 2020] [added: 2021] Annual Report for more information, which is incorporated herein by reference.

For the fiscal year ended January [removed: 2,][added: 1, 2022 or]

Yes [removed: ☒ No ☐]

Yes [removed: ☐ No ☒]

[added: The aggregate market value of voting and non-voting common equity held by non-affiliates] as of [removed: June 27, 2020,] [added: July 3, 2021,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $9.1 billion.]

Number of shares of common stock, $1 par value, outstanding as of January [removed: 30, 2021,] [added: 29, 2022,] the end of the registrant’s most recent fiscal month: [removed: 83,044,019.][added: 82,461,259.]

| Portions of Annual Report to Shareholders for fiscal year ended January [removed: 2, 2021] [added: 1, 2022] (filed as Exhibit 13 hereto) | | Parts I, II |

| Portions of Definitive Proxy Statement for Annual Meeting of Stockholders to be held on April [removed: 22, 2021] [added: 2 8 , 2022] | | Parts III, IV |

FISCAL YEAR [removed: 2020] [added: 2021] ANNUAL REPORT ON FORM

| [removed: Item 1.] [added: [Item 1.](#toc179463_2)] | | [removed: [Business](#txtoc20372_2)] [added: [Business](#toc179463_2)] | | | 1 | |

| [removed: Item 1A.] [added: [Item 1A.](#toc179463_3)] | | [Risk [removed: Factors](#txtoc20372_3)] [added: Factors](#toc179463_3)] | | | 6 | |

| [removed: Item 1B.] [added: [Item 1B.](#toc179463_4)] | | [Unresolved Staff [removed: Comments](#txtoc20372_4)] [added: Comments](#toc179463_4)] | | | [removed: 20] [added: 21] | |

| [removed: Item 2.] [added: [Item 2.](#toc179463_5)] | | [removed: [Properties](#txtoc20372_5)] [added: [Properties](#toc179463_5)] | | | [removed: 20] [added: 21] | |

| [removed: Item 3.] [added: [Item 3.](#toc179463_6)] | | [Legal [removed: Proceedings](#txtoc20372_6)] [added: Proceedings](#toc179463_6)] | | | [removed: 20] [added: 21] | |

| [removed: Item 4.] [added: [Item 4.](#toc179463_7)] | | [Mine Safety [removed: Disclosures](#txtoc20372_7)] [added: Disclosures](#toc179463_7)] | | | [removed: 20] [added: 21] | |

| [removed: Item 5.] [added: [Item 5.](#toc179463_9)] | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#txtoc20372_9)] [added: Securities](#toc179463_9)] | | | [removed: 21] [added: 22] | |

| [removed: Item 7.] [added: [Item 7.](#toc179463_11)] | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#txtoc20372_11)] [added: Operations](#toc179463_11)] | | | [removed: 21] [added: 22] | |

| [removed: Item 7A.] [added: [Item 7A.](#toc179463_12)] | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#txtoc20372_12)] [added: Risk](#toc179463_12)] | | | [removed: 21] [added: 22] | |

| [removed: Item 8] [added: [Item 8](#toc179463_13)] | | [Financial Statements and Supplementary [removed: Data](#txtoc20372_13)] [added: Data](#toc179463_13)] | | | [removed: 21] [added: 22] | |

| [removed: Item 9.] [added: [Item 9.](#toc179463_14)] | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#txtoc20372_14)] [added: Disclosure](#toc179463_14)] | | | [removed: 22] [added: 23] | |

| [removed: Item 9A.] [added: [Item 9A.](#toc179463_15)] | | [Controls and [removed: Procedures](#txtoc20372_15)] [added: Procedures](#toc179463_15)] | | | [removed: 22] [added: 23] | |

| [removed: Item 9B.] [added: [Item 9B.](#toc179463_16)] | | [Other [removed: Information](#txtoc20372_16)] [added: Information](#toc179463_16)] | | | [removed: 22] [added: 23] | |

| [PART [removed: III](#txtoc20372_17)] [added: III](#toc179463_18)] | | | | | | |

| [removed: Item 10.] [added: [Item 10.](#toc179463_19)] | | [Directors, Executive Officers, and Corporate [removed: Governance](#txtoc20372_18)] [added: Governance](#toc179463_19)] | | | [removed: 23] [added: 24] | |

| [removed: Item 11.] [added: [Item 11.](#toc179463_20)] | | [Executive [removed: Compensation](#txtoc20372_19)] [added: Compensation](#toc179463_20)] | | | [removed: 25] [added: 26] | |

| [removed: Item 12.] [added: [Item 12.](#toc179463_21)] | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#txtoc20372_20)] [added: Matters](#toc179463_21)] | | | [removed: 25] [added: 26] | |

| [removed: Item 13.] [added: [Item 13.](#toc179463_22)] | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#txtoc20372_21)] [added: Independence](#toc179463_22)] | | | [removed: 25] [added: 26] | |

| [removed: Item 14.] [added: [Item 14.](#toc179463_23)] | | [Principal Accounting Fees and [removed: Services](#txtoc20372_22)] [added: Services](#toc179463_23)] | | | [removed: 25] [added: 26] | |

| [removed: Item 15.] [added: [Item 15.](#toc179463_25)] | | [Exhibits, Financial Statement [removed: Schedules](#txtoc20372_24)] [added: Schedules](#toc179463_25)] | | | [removed: 26] [added: 27] | |

| [removed: Item 16.] [added: [Item 16.](#toc179463_26)] | | [Form 10-K [removed: Summary](#txtoc20372_25)] [added: Summary](#toc179463_26)] | | | [removed: 30] [added: 32] | |

| | | [Power of [removed: Attorney](#txtoc20372_27)] [added: Attorney](#toc179463_28)] | | | [removed: 32] [added: 34] | |

☒ No ☐

☐ No ☒

$17.3 billion.

| [PART I](#toc179463_1) | | | | | | |

| [PART II](#toc179463_8) | | | | | | |

| [Item 6.](#toc179463_10) | | [Reserved](#toc179463_10) | | | 22 | |

| [Item 9C.](#toc179463_17) | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#toc179463_17) | | | 23 | |

| [PART IV](#toc179463_24) | | | | | | |

| | | [Signatures](#toc179463_27) | | | 33 | |

2021

or

The aggregate market value of voting and

non-voting

common equity held by

non-affiliates

| [PART I](#txtoc20372_1) | | | | | | |

| [PART II](#txtoc20372_8) | | | | | | |

| Item 6. | | [Selected Financial Data](#txtoc20372_10) | | | 21 | |

| [PART IV](#txtoc20372_23) | | | | | | |

| | | [Signatures](#txtoc20372_26) | | | 31 | |

| --- | --- |

As of January [removed: 2, 2021,] [added: 1, 2022,] we operated manufacturing facilities in excess of 100,000 square feet in the [added: reportable] segments and locations listed below.

LGM [removed: Segment]

RBIS [removed: Segment]

| Domestic | | [added: New Century, Kansas and] Miamisburg, Ohio |

IHM [removed: Segment]

| Foreign | | Turnhout, [removed: Belgium] [added: Belgium; Longford, Ireland;] and Kunshan, [removed: Shanghai] [added: Shanghai,] and Zhuozhou, China |

We own all of the principal properties identified above, except for the facilities in the following locations, which are leased: Glendale, California; Hong Kong, Panyu and Zhuozhou, China; Bufalo, Honduras; Kibbutz Hanita, Israel; [added: New Century, Kansas;] Mentor, Ohio; and Oegstgeest, the Netherlands.

| (a) | Our common stock is listed under the ticker symbol “AVY” on the New York Stock Exchange. We did not sell securities in any unregistered transactions during the fourth quarter of [removed: 2020.] [added: 2021.] |

We had [removed: 4,195] [added: 3,952] shareholders of record as of January [removed: 2, 2021,] [added: 1, 2022,] the last day of our fiscal [removed: year.][added: year 2021.]

The disclosure in our [removed: 2020] [added: 2021] Annual Report under “Stockholder Return Performance” [removed: and “Comparison of Five-Year Cumulative Total Return as of December 31, 2020”] is incorporated herein by reference.

Repurchases by us or our “affiliated purchasers” (as defined in [added: Rule]

[removed: Rule] 10b-18(a)(3)

of the Exchange Act) of registered equity securities in the fourth quarter of [removed: 2020] [added: 2021] are shown in the table below.

| (1) | The periods shown are our fiscal periods during the [removed: fourteen-week] [added: thirteen-week] quarter ended January [removed: 2, 2021.] [added: 1, 2022.] |

| (3) | In April 2019, our Board authorized the repurchase of shares of our common stock with a fair market value of up to $650 million, [removed: exclusive of] [added: excluding] any fees, commissions or other expenses related to such purchases. This Board authorization will remain in effect until shares in the amount authorized thereunder have been repurchased. |

| October 3, 2021 – October 30, 2021 | | | 44.3 | | | $ | 208.62 | | | | 44.3 | | | $ | 405.3 | |

| October 31, 2021 – November 27, 2021 | | | 25.6 | | | | 218.77 | | | | 25.6 | | | | 399.7 | |

| November 28, 2021 – January 1, 2022 | | | 192.0 | | | | 208.76 | | | | 192.0 | | | | 359.6 | |

| Total | | | 261.9 | | | $ | 209.71 | | | | 261.9 | | | $ | 359.6 | |

| September 27, 2020 – October 24, 2020 | | | 46.3 | | | $ | 127.67 | | | | 46.3 | | | $ | 586.6 | |

| October 25, 2020 – November 28, 2020 | | | 168.9 | | | | 145.39 | | | | 168.9 | | | | 562.0 | |

| November 29, 2020 – January 2, 2021 | | | 142.5 | | | | 151.91 | | | | 142.5 | | | | 540.4 | |

| Total | | | 357.7 | | | $ | 145.70 | | | | 357.7 | | | $ | 540.4 | |

Selected financial data for each of our last five fiscal years appears under “Five-year Summary” in our 2020 Annual Report and is incorporated herein by reference.

The information [removed: called for] [added: required] by this Item, including the Consolidated Financial Statements and [removed: the] Notes thereto, Statement of Management Responsibility for Financial [removed: Statements and] [added: Statements,] Management’s Report on Internal Control Over Financial [removed: Reporting,] [added: Reporting] and the Report of Independent Registered Public Accounting Firm, is contained in our [removed: 2020] [added: 2021] Annual Report and incorporated herein by reference.

Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of January [removed: 2, 2021.][added: 1, 2022.]

The effectiveness of our internal control over financial reporting as of January [removed: 2, 2021] [added: 1, 2022] 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: 2020] [added: 2021] Annual Report, which is also incorporated herein by reference.

and

and

We have excluded Vestcom from our assessment of internal control over financial reporting as of January 1, 2022 because we acquired the company in a purchase business combination during the third quarter of fiscal year 2021.

Vestcom is a wholly-owned subsidiary, whose total assets (excluding goodwill and other intangibles, which are in the scope of our assessment) represents 3% and whose total revenue represents 2% of the related consolidated financial statement amounts as of and for the year ended January 1, 2022.

or

See Management’s Report on Internal Control Over Financial Reporting contained in our 2020 Annual Report, which is incorporated herein by reference.

PART III

| --- | --- |

Not applicable.

PART III

The information concerning directors and corporate governance [removed: called for] [added: required] 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: 22, 2021] [added: 28, 2022] (our [removed: “2021] [added: “2022] Proxy Statement”), which will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of the fiscal year covered by this report.

The information concerning executive officers [removed: called for] [added: required] by this Item appears, in part, on the next page of this report, and is also incorporated by reference from our [removed: 2021] [added: 2022] Proxy Statement.

If applicable, information concerning any late filings under Section 16(a) of the Exchange Act is incorporated by reference from our annual proxy statement; no such information was applicable for the [removed: 2021] [added: 2022] Proxy Statement.

The information [removed: called for] [added: required] by this Item concerning our Audit and Finance Committee is incorporated by reference from our [removed: 2021] [added: 2022] Proxy Statement.

| Mitchell R. Butier | | [removed: 49] [added: 50] | | March 2007 | | 2016-2019 | | President and Chief Executive Officer |

| Gregory S. Lovins | | [removed: 48] [added: 49] | | March 2017 | | 2017 | | Vice President and Interim Chief |

| Deena Baker-Nel | | [removed: 50] [added: 51] | | September 2020 | | 2018-2020 | | Vice President, Human Resources, |

| Lori J. Bondar | | [removed: 60] [added: 61] | | June 2010 | | 2010-2020 | | Vice President, Controller and Chief |

| Nicholas Colisto | | [removed: 54] [added: 55] | | September 2020 | | 2012-2018 | | Senior Vice President and |

| Deon Stander | | [removed: 52] [added: 53] | | August 2016 | | 2013-2015 | | Vice President and General Manager, |

| Ignacio Walker | | [removed: 44] [added: 45] | | September 2020 | | 2020 | | Vice President and Assistant General |

We have adopted a Code of Ethics for the Chief Executive Officer and Senior Financial Officers (the “Code”), which applies to our Chief Executive Officer, Chief Financial Officer, and Controller/Chief Accounting Officer.

The Code is available on the investors section of our website under Corporate Governance.

We will satisfy the disclosure requirements of Item 5.05 of Form

8-K

regarding any amendment to, or waiver of, any provision of the Code that applies to these officers by disclosing the nature of any such amendment or waiver on our website or in a Current Report on Form

8-K.

Our Code of Conduct, which applies to our directors, officers and employees, is also available in the same place on our website.

The contents of our website are not a part of this Form

10-K,

nor are they incorporated herein by reference.

| | | | | | | | | |

| Anne Hill (2) | | 61 | | May 2007 | | 2007-2020 | | Senior Vice President and |

| Senior Vice President | | | | | | | | Chief Human Resources Officer |

| Susan C. Miller (2) | | 61 | | March 2008 | | 2009-2020 | | Senior Vice President, |

| Senior Vice President and | | | | | | | | General Counsel and Secretary |

| Secretary | | | | | | 2008-2009 | | Senior Vice President and |

| | | | | | | | | General Counsel |

| | | | | | | 2007-2008 | | Vice President and General Counsel |

| | | | | | | 1998-2006 | | Assistant General Counsel |

| --- | --- |

| (2) | Ceased serving as an executive officer and retired from our company at the end of our 2020 fiscal year. |

The information [removed: called for] [added: required] by this Item is incorporated by reference from our [removed: 2021] [added: 2022] Proxy Statement.

The information [removed: called for] [added: required] by this Item is incorporated by reference from our [removed: 2021] [added: 2022] Proxy Statement.

The information [removed: called for] [added: required] by this Item is incorporated by reference from our [removed: 2021] [added: 2022] Proxy Statement.

The information [removed: called for] [added: required] by this Item is incorporated by reference from our [removed: 2021] [added: 2022] Proxy Statement.

Data incorporated by reference from the attached portions of the [removed: 2020] [added: 2021] Annual Report to Shareholders of Avery Dennison Corporation:

| Consolidated Financial Statements: | [removed: | | | |]

| [Consolidated Balance Sheets as of January [removed: 2, 2021] [added: 1, 2022] and [removed: December 28, 2019](https://www.sec.gov/Archives/edgar/data/8818/000119312521055146/d20372dex13.htm#tx20372_100) | | | |] [added: January 2, 2021](https://www.sec.gov/Archives/edgar/data/8818/000119312522049910/d179463dex13.htm#ex13179463_9)] |

| [Consolidated Statements of Income for [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](https://www.sec.gov/Archives/edgar/data/8818/000119312521055146/d20372dex13.htm#tx20372_101) | | | |] [added: 2019](https://www.sec.gov/Archives/edgar/data/8818/000119312522049910/d179463dex13.htm#ex13179463_10)] |

| [Consolidated Statements of Comprehensive Income for [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](https://www.sec.gov/Archives/edgar/data/8818/000119312521055146/d20372dex13.htm#tx20372_102) | | | |] [added: 2019](https://www.sec.gov/Archives/edgar/data/8818/000119312522049910/d179463dex13.htm#ex13179463_11)] |

| [Consolidated Statements of Shareholders’ Equity for [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](https://www.sec.gov/Archives/edgar/data/8818/000119312521055146/d20372dex13.htm#tx20372_103) | | | |] [added: 2019](https://www.sec.gov/Archives/edgar/data/8818/000119312522049910/d179463dex13.htm#ex13179463_12)] |

| [Consolidated Statements of Cash Flows for [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](https://www.sec.gov/Archives/edgar/data/8818/000119312521055146/d20372dex13.htm#tx20372_104) | | | |] [added: 2019](https://www.sec.gov/Archives/edgar/data/8818/000119312522049910/d179463dex13.htm#ex13179463_13)] |

| [Notes to Consolidated Financial [removed: Statements](https://www.sec.gov/Archives/edgar/data/8818/000119312521055146/d20372dex13.htm#tx20372_105) | | | |] [added: Statements](https://www.sec.gov/Archives/edgar/data/8818/000119312522049910/d179463dex13.htm#ex13179463_14)] |

| [Statement of Management Responsibility for Financial Statements and Management’s Report on Internal Control Over Financial [removed: Reporting](https://www.sec.gov/Archives/edgar/data/8818/000119312521055146/d20372dex13.htm#tx20372_106) | | | |] [added: Reporting](https://www.sec.gov/Archives/edgar/data/8818/000119312522049910/d179463dex13.htm#ex13179463_20)] |

| [Report of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/8818/000119312521055146/d20372dex13.htm#tx20372_107) | | | |] [added: Firm (PCAOB ID 238](https://www.sec.gov/Archives/edgar/data/8818/000119312522049910/d179463dex13.htm#ex13179463_15)[)](https://www.sec.gov/Archives/edgar/data/8818/000119312522049910/d179463dex13.htm#ex13179463_15)] |

Except for the Consolidated Financial [removed: Statements,] [added: Statements and Notes thereto,] 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 [removed: 2020] [added: 2021] Annual Report to Shareholders is not to be deemed “filed” as part of this report.

For the Year Ended January [removed: 2, 2021][added: 1, 2022]

| 4.8 | | [removed: [Second] [added: [Third] Supplemental Indenture, dated as of April [removed: 13, 2010,] [added: 8, 2013,] between Registrant and Bank of [removed: New York](http://www.sec.gov/Archives/edgar/data/8818/000095012310034339/v55773exv4w2.htm)] [added: NY](http://www.sec.gov/Archives/edgar/data/8818/000110465913027681/a13-9684_1ex4d2.htm)] | | 4.2 | | Current Report on Form 8-K, filed April [removed: 13, 2010] [added: 8, 2013] |

| 4.9 | | [Form of [removed: 5.375%] [added: 3.35%] Senior Notes due [removed: 2020](http://www.sec.gov/Archives/edgar/data/8818/000095012310034339/v55773exv4w2.htm)] [added: 2023](http://www.sec.gov/Archives/edgar/data/8818/000110465913027681/a13-9684_1ex4d2.htm)] | | 4.2 | | Current Report on Form 8-K, filed April [removed: 13, 2010] [added: 8, 2013] |

| [removed: 4.10] [added: 4.11] | | [removed: [Third] [added: [Fifth] Supplemental Indenture, dated as of [removed: April 8, 2013,] [added: December 6, 2018,] between Registrant and [removed: Bank] [added: BNY Mellon, as Trustee (including Form] of [removed: NY](http://www.sec.gov/Archives/edgar/data/8818/000110465913027681/a13-9684_1ex4d2.htm)] [added: 4.875% Senior Notes due 2028 on Exhibit A thereto)](http://www.sec.gov/Archives/edgar/data/8818/000110465918071629/a18-41196_1ex4d2.htm)] | | 4.2 | | Current Report on Form 8-K, filed [removed: April 8, 2013] [added: December 6, 2018] |

| [removed: 4.12] [added: 4.10] | | [Fourth Supplemental Indenture, dated as of March 3, 2017, between Registrant and The Bank of New York Mellon Trust Company, N.A. (“BNY Mellon”) as Trustee (including Form of 1.250% Senior Notes due 2025 on Exhibit A thereto)](http://www.sec.gov/Archives/edgar/data/8818/000110465917014095/a17-6848_4ex4d2.htm) | | 4.2 | | Current Report on Form 8-K, filed March 3, 2017 |

| 4.13 | | [removed: [Fifth] [added: [Seventh] Supplemental Indenture, dated as of [removed: December 6, 2018,] [added: August 18, 2021,] between Registrant and BNY [removed: Melon,] [added: Mellon,] as Trustee (including Form of [removed: 4.875%] [added: 0.850%] Senior Notes due [removed: 2028] [added: 2024] on Exhibit A [removed: thereto)](http://www.sec.gov/Archives/edgar/data/8818/000110465918071629/a18-41196_1ex4d2.htm)] [added: thereto)](http://www.sec.gov/Archives/edgar/data/8818/000119312521250382/d206178dex42.htm)] | | 4.2 | | Current Report on Form [removed: 8-K,] [added: 8-K] filed [removed: December 6, 2018] [added: on August 18, 2021] |

| [removed: 4.14] [added: 4.12] | | [Sixth Supplemental Indenture, dated as of March 11, 2020, between Registrant and BNY Mellon, as Trustee (including Form of 2.650% Senior Notes due 2030 on Exhibit A thereto)](http://www.sec.gov/Archives/edgar/data/8818/000110465920031939/tm2012374d1_4-2.htm) | | 4.2 | | Current Report on Form 8-K, filed March 11, 2020 |

| [removed: 4.15†] [added: 4.15] | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/8818/000119312521055146/d20372dex415.htm)] [added: Securities](http://www.sec.gov/Archives/edgar/data/8818/000119312521055146/d20372dex415.htm)] | | [removed: N/A] [added: 4.15] | | [removed: N/A] [added: 2020 Annual Report on Form 10-K, filed February 25, 2021] |

| 10.1 | | [Fifth Amended and Restated Credit Agreement, dated as of February 13, 2020, by and among Registrant, Bank of America, N.A., [removed: Citibank, N.A. and JPMorgan Chase Bank, N.A.] [added: as administrative agent] and the [removed: other] lenders party thereto](http://www.sec.gov/Archives/edgar/data/8818/000110465920021783/tm207995d1_ex10-1.htm) | | 10.1 | | Current Report on Form 8-K, filed February 14, 2020 |

| [removed: 10.2*] [added: 10.3*] | | [Amended and Restated Supplemental Executive Retirement Plan (“SERP”)](http://www.sec.gov/Archives/edgar/data/8818/000095012309034055/v53459exv10w11w1.htm) | | 10.11.1 | | Quarterly Report on Form 10-Q, filed August 12, 2009 |

| [removed: 10.3*] [added: 10.4*] | | [Complete Restatement and Amendment of Executive [added: Variable] Deferred Compensation [removed: Plan](http://www.sec.gov/Archives/edgar/data/8818/0000898430-95-000424.txt)] [added: Plan (“EVDCP”)](http://www.sec.gov/Archives/edgar/data/8818/0000898430-95-000424.txt)] | | [removed: 10.12] [added: 10.16] | | 1994 Annual Report on Form 10-K, filed March 30, 1995 |

| [removed: 10.4*] [added: 10.27*] | | [Form of [removed: Non-Employee Director] [added: Employee Non-Qualified] Stock Option Agreement under [removed: Director Plan](http://www.sec.gov/Archives/edgar/data/8818/000119312504039235/dex10151.htm)] [added: 2017 Plan](http://www.sec.gov/Archives/edgar/data/8818/000110465917048434/a17-13273_1ex10d6.htm)] | | [removed: 10.15.1] [added: 10.6] | | [removed: 2003 Annual] [added: Quarterly] Report on Form [removed: 10-K,] [added: 10-Q,] filed [removed: March 11, 2004] [added: August 1, 2017] |

| [removed: 10.5*] [added: 10.11*] | | [Complete Restatement and Amendment of Executive [removed: Variable] Deferred [removed: Compensation] [added: Retirement] Plan [removed: (“EVDCP”)](http://www.sec.gov/Archives/edgar/data/8818/0000898430-95-000424.txt)] [added: (“EDRP”)](http://www.sec.gov/Archives/edgar/data/8818/0000898430-95-000424.txt)] | | [removed: 10.16] [added: 10.28] | | 1994 Annual Report on Form 10-K, filed March 30, 1995 |

| [removed: 10.6*] [added: 10.5*] | | [Amendment No. 1 to EVDCP](http://www.sec.gov/Archives/edgar/data/8818/000110465900000110/0001104659-00-000110.txt) | | 10.16.1 | | 1999 Annual Report on Form 10-K, filed March 30, 2000 |

| [removed: 10.8*] [added: 10.6*] | | [Amended and Restated 2005 Directors Variable Deferred Compensation Plan](http://www.sec.gov/Archives/edgar/data/8818/000095012311048393/v58917exv10w18w2.htm) | | 10.18.2 | | Quarterly Report on Form 10-Q, filed May 10, 2011 |

| [removed: 10.9*] [added: 10.7*] | | [Amended and Restated Stock Option and Incentive Plan (“Equity Plan”)](http://www.sec.gov/Archives/edgar/data/8818/000119312512106393/d262340ddef14a.htm#tx262340_65) | | A | | 2012 Proxy Statement on Schedule 14A, filed March 9, 2012 |

| [removed: 10.10*] [added: 10.8*] | | [First Amendment to Equity Plan](http://www.sec.gov/Archives/edgar/data/8818/000104746915001200/a2223154zex-10_20.htm) | | 10.20 | | 2014 Annual Report on Form 10-K, filed February 25, 2015 |

| [removed: 10.11*] [added: 10.9*] | | [2017 Incentive Award Plan (“2017 Plan”)](http://www.sec.gov/Archives/edgar/data/8818/000104746917001451/a2231126zdef14a.htm#AppB) | | B | | [removed: 2018] [added: 2017] Proxy Statement on Schedule 14A, filed March 10, 2017 |

| [removed: 10.12*] [added: 10.10*] | | [Amended and Restated Annual Incentive Plan](http://www.sec.gov/Archives/edgar/data/8818/000110465920055617/avy-20200331xex10d1.htm) | | 10.1 | | Quarterly Report on Form 10-Q, filed May 1, 2020 |

| 10.13* | | [removed: [Complete Restatement and Amendment of Executive Deferred Retirement Plan (“EDRP”)](http://www.sec.gov/Archives/edgar/data/8818/0000898430-95-000424.txt)] [added: [Amendment No. 2 to EDRP](http://www.sec.gov/Archives/edgar/data/8818/000102140802003030/dex10282.txt)] | | [removed: 10.28] [added: 10.28.2] | | [removed: 1994] [added: 2001] Annual Report on Form 10-K, filed March [removed: 30, 1995] [added: 4, 2002] |

| [removed: 10.14*] [added: 10.12*] | | [Amendment No. 1 to EDRP](http://www.sec.gov/Archives/edgar/data/8818/000110465900000110/0001104659-00-000110.txt) | | 10.28.1 | | 1999 Annual Report on Form 10-K, filed March 30, 2000 |

| [removed: 10.16*] [added: 10.14*] | | [2005 Executive Variable Deferred Retirement Plan, amended and restated](http://www.sec.gov/Archives/edgar/data/8818/000110465913037800/a13-7643_1ex10d1.htm) | | 10.1 | | Quarterly Report on Form 10-Q, filed May 7, 2013 |

| [removed: 10.17*] [added: 10.15*] | | [Amended and Restated Key Executive Change of Control Severance Plan](http://www.sec.gov/Archives/edgar/data/8818/000110465920055617/avy-20200331xex10d4.htm) | | 10.4 | | Quarterly Report on Form 10-Q, filed May 1, 2020 |

| [removed: 10.18*] [added: 10.16*] | | [Amended and Restated Executive Severance Plan](http://www.sec.gov/Archives/edgar/data/8818/000110465920055617/avy-20200331xex10d3.htm) | | 10.3 | | Quarterly Report on Form 10-Q, filed May 1, 2020 |

| [removed: 10.19*†] [added: 10.17*] | | [Form of Executive Severance [removed: Agreement](https://www.sec.gov/Archives/edgar/data/8818/000119312521055146/d20372dex1019.htm)] [added: Agreement](http://www.sec.gov/Archives/edgar/data/8818/000119312521055146/d20372dex1019.htm)] | | [removed: N/A] [added: 10.19] | | [removed: N/A] [added: 2020 Annual Report on Form 10-K, filed February 25, 2021] |

| [removed: 10.20*] [added: 10.18*] | | [Amended and Restated Long-Term Incentive Unit Plan (“LTI Unit Plan”)](http://www.sec.gov/Archives/edgar/data/8818/000110465920055617/avy-20200331xex10d2.htm) | | 10.2 | | Quarterly Report on Form 10-Q, filed May 1, 2020 |

| [removed: 10.21*] [added: 10.19*] | | [Form of Restricted Stock Unit Agreement under Equity Plan](http://www.sec.gov/Archives/edgar/data/8818/000104746914001386/a2218447zex-10_38.htm) | | 10.38 | | 2013 Annual Report on Form 10-K, filed February 26, 2014 |

| [removed: 10.22*] [added: 10.20*] | | [Form of Performance Unit Agreement under Equity Plan](http://www.sec.gov/Archives/edgar/data/8818/000104746914001386/a2218447zex-10_39.htm) | | 10.39 | | 2013 Annual Report on Form 10-K, filed February 26, 2014 |

| [removed: 10.23*] [added: 10.21*] | | [Form of Market-Leveraged Stock Unit Agreement under Equity Plan](http://www.sec.gov/Archives/edgar/data/8818/000104746914001386/a2218447zex-10_40.htm) | | 10.40 | | 2013 Annual Report on Form 10-K, filed February 26, 2014 |

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| --- |

| 2.1 | | [Agreement and Plan of Merger, dated as of July 27, 2021, by and among Registrant, CB Velocity Holdings, LLC, Lobo Merger Sub, LLC and Charlesbank Equity Fund VIII, Limited Partnership, as unitholder representative](http://www.sec.gov/Archives/edgar/data/8818/000119312521231568/d170058dex21.htm) | | 2.1 | | Current Report on Form 8-K, filed July 30, 2021 |

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| 4.14 | | [Eighth Supplemental Indenture, dated as of August 18, 2021, between Registrant and BNY Mellon, as Trustee (including Form of 2.250% Senior Notes due 2032 on Exhibit A thereto)](http://www.sec.gov/Archives/edgar/data/8818/000119312521250382/d206178dex43.htm) | | 4.3 | | Current Report on Form 8-K filed on August 18, 2021 |

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| 10.2 | | [First Amendment, dated August 9, 2021, to the Fifth Amended and Restated Credit Agreement, dated as of February 13,2020, by and among Registrant, the lenders party thereto, the agents party thereto and Bank of America, N.A., as administrative agent](http://www.sec.gov/Archives/edgar/data/8818/000119312521244796/d214671dex101.htm) | | 10.1 | | Current Report on Form 8-K, filed August 12, 2021 |

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

| 4.11 | | [Form of 3.35% Senior Notes due 2023](http://www.sec.gov/Archives/edgar/data/8818/000110465913027681/a13-9684_1ex4d2.htm) | | 4.2 | | Current Report on Form 8-K, filed April 8, 2013 |

| 10.7* | | [Complete Restatement and Amendment of Directors Deferred Compensation Plan](http://www.sec.gov/Archives/edgar/data/8818/0000898430-95-000424.txt) | | 10.17 | | 1994 Annual Report on Form 10-K, filed March 30, 1995 |

| 10.15* | | [Amendment No. 2 to EDRP](http://www.sec.gov/Archives/edgar/data/8818/000102140802003030/dex10282.txt) | | 10.28.2 | | 2001 Annual Report on Form 10-K, filed March 4, 2002 |

| 10.31* | | [Offer Letter to Gregory S. Lovins](http://www.sec.gov/Archives/edgar/data/8818/000110465917048434/a17-13273_1ex10d1.htm) | | 10.1 | | Quarterly Report on Form 10-Q, filed August 1, 2017 |

| 101INS††† | | Inline XBRL Instance Filing | | N/A | | N/A |

Dated: February [removed: 24, 2021][added: 23, 2022]

| /s/ Mitchell R. Butier Mitchell R. Butier | | Chairman, President, and Chief Executive Officer | | February [removed: 24, 2021] [added: 23, 2022] |

| /s/ Gregory S. Lovins Gregory S. Lovins | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | February [removed: 24, 2021] [added: 23, 2022] |

| /s/ Lori J. Bondar Lori J. Bondar | | Vice President, Controller, Treasurer and Chief Accounting Officer (Principal Accounting Officer) | | February [removed: 24, 2021] [added: 23, 2022] |

| /s/ Bradley A. Alford Bradley A. Alford | | Director | | February [removed: 24, 2021] [added: 23, 2022] |

| /s/ Anthony K. Anderson Anthony K. Anderson | | Director | | February [removed: 24, 2021] [added: 23, 2022] |

| /s/ Mark J. Barrenechea Mark J. Barrenechea | | Director | | February [removed: 24, 2021] [added: 23, 2022] |

| /s/ Ken C. Hicks Ken C. Hicks | | Director | | February [removed: 24, 2021] [added: 23, 2022] |

| /s/ Andres A. Lopez Andres A. Lopez | | Director | | February [removed: 24, 2021] [added: 23, 2022] |

| /s/ Patrick T. Siewert Patrick T. Siewert | | Director | | February [removed: 24, 2021] [added: 23, 2022] |

| /s/ Julia A. Stewart Julia A. Stewart | | Director | | February [removed: 24, 2021] [added: 23, 2022] |

| /s/ Martha N. Sullivan Martha N. Sullivan | | Director | | February [removed: 24, 2021] [added: 23, 2022] |

Not applicable.

None.

| | | | | |

| /s/ Peter K. Barker Peter K. Barker | | Director | | February 24, 2021 |