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.

(b) The exhibits required to be filed by Item 601 of Regulation

S-K

are set forth on the accompanying Exhibit Index.

AVERY DENNISON CORPORATION

INDEX TO FINANCIAL STATEMENTS

Data incorporated by reference from the attached portions of the 2021 Annual Report to Shareholders of Avery Dennison Corporation:

Consolidated Financial Statements:
Consolidated Balance Sheets as of January 1, 2022 and January 2, 2021
Consolidated Statements of Income for 2021, 2020 and 2019
Consolidated Statements of Comprehensive Income for 2021, 2020 and 2019
Consolidated Statements of Shareholders’ Equity for 2021, 2020 and 2019
Consolidated Statements of Cash Flows for 2021, 2020 and 2019
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 (PCAOB ID 238)

Except for the Consolidated Financial 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 2021 Annual Report to Shareholders is not to be deemed “filed” as part of this report.

AVERY DENNISON CORPORATION

EXHIBIT INDEX

For the Year Ended January 1, 2022

Exhibit No.Exhibit NameOriginally Filed as Exhibit No.Filing (1)
2.1Agreement 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 representative2.1Current Report on Form 8-K, filed July 30, 2021
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 December 7, 20173.1(ii)Current Report on Form 8-K, filed December 8, 2017
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
4.4Indenture, dated as of July 3, 2001, between Registrant and Chase Manhattan Bank and Trust Company, National Association, as trustee (the “2001 Indenture”)4.1Registration Statement on Form S-3 (File No. 333-64558), filed July 3, 2001
4.5Officers’ Certificate establishing Securities entitled “6.000% Notes due 2033” under the 2001 Indenture4.2Current Report on Form 8-K, filed January 16, 2003
4.66.000% Notes Due 20334.4Current Report on Form 8-K, filed January 16, 2003
4.7Indenture, dated as of November 20, 2007, between Registrant and Bank of New York4.2Current Report on Form 8-K, filed November 20, 2007
4.8Third Supplemental Indenture, dated as of April 8, 2013, between Registrant and Bank of NY4.2Current Report on Form 8-K, filed April 8, 2013
4.9Form of 3.35% Senior Notes due 20234.2Current Report on Form 8-K, filed April 8, 2013
4.10Fourth 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)4.2Current Report on Form 8-K, filed March 3, 2017
Exhibit No.Exhibit NameOriginally Filed as Exhibit No.Filing (1)
4.11Fifth Supplemental Indenture, dated as of December 6, 2018, between Registrant and BNY Mellon, as Trustee (including Form of 4.875% Senior Notes due 2028 on Exhibit A thereto)4.2Current Report on Form 8-K, filed December 6, 2018
4.12Sixth 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)4.2Current Report on Form 8-K, filed March 11, 2020
4.13Seventh Supplemental Indenture, dated as of August 18, 2021, between Registrant and BNY Mellon, as Trustee (including Form of 0.850% Senior Notes due 2024 on Exhibit A thereto)4.2Current Report on Form 8-K filed on August 18, 2021
4.14Eighth 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)4.3Current Report on Form 8-K filed on August 18, 2021
4.15Description of Securities4.152020 Annual Report on Form 10-K, filed February 25, 2021
10.1Fifth Amended and Restated Credit Agreement, dated as of February 13, 2020, by and among Registrant, Bank of America, N.A., as administrative agent and the lenders party thereto10.1Current Report on Form 8-K, filed February 14, 2020
10.2First 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 agent10.1Current Report on Form 8-K, filed August 12, 2021
10.3*Amended and Restated Supplemental Executive Retirement Plan (“SERP”)10.11.1Quarterly Report on Form 10-Q, filed August 12, 2009
10.4*Complete Restatement and Amendment of Executive Variable Deferred Compensation Plan (“EVDCP”)10.161994 Annual Report on Form 10-K, filed March 30, 1995
10.5*Amendment No. 1 to EVDCP10.16.11999 Annual Report on Form 10-K, filed March 30, 2000
10.6*Amended and Restated 2005 Directors Variable Deferred Compensation Plan10.18.2Quarterly Report on Form 10-Q, filed May 10, 2011
10.7*Amended and Restated Stock Option and Incentive Plan (“Equity Plan”)A2012 Proxy Statement on Schedule 14A, filed March 9, 2012
10.8*First Amendment to Equity Plan10.202014 Annual Report on Form 10-K, filed February 25, 2015
10.9*2017 Incentive Award Plan (“2017 Plan”)B2017 Proxy Statement on Schedule 14A, filed March 10, 2017
10.10*Amended and Restated Annual Incentive Plan10.1Quarterly Report on Form 10-Q, filed May 1, 2020
Exhibit No.Exhibit NameOriginally Filed as Exhibit No.Filing (1)
10.11*Complete Restatement and Amendment of Executive Deferred Retirement Plan (“EDRP”)10.281994 Annual Report on Form 10-K, filed March 30, 1995
10.12*Amendment No. 1 to EDRP10.28.11999 Annual Report on Form 10-K, filed March 30, 2000
10.13*Amendment No. 2 to EDRP10.28.22001 Annual Report on Form 10-K, filed March 4, 2002
10.14*2005 Executive Variable Deferred Retirement Plan, amended and restated10.1Quarterly Report on Form 10-Q, filed May 7, 2013
10.15*Amended and Restated Key Executive Change of Control Severance Plan10.4Quarterly Report on Form 10-Q, filed May 1, 2020
10.16*Amended and Restated Executive Severance Plan10.3Quarterly Report on Form 10-Q, filed May 1, 2020
10.17*Form of Executive Severance Agreement10.192020 Annual Report on Form 10-K, filed February 25, 2021
10.18*Amended and Restated Long-Term Incentive Unit Plan (“LTI Unit Plan”)10.2Quarterly Report on Form 10-Q, filed May 1, 2020
10.19*Form of Restricted Stock Unit Agreement under Equity Plan10.382013 Annual Report on Form 10-K, filed February 26, 2014
10.20*Form of Performance Unit Agreement under Equity Plan10.392013 Annual Report on Form 10-K, filed February 26, 2014
10.21*Form of Market-Leveraged Stock Unit Agreement under Equity Plan10.402013 Annual Report on Form 10-K, filed February 26, 2014
10.22*Form of Long-Term Incentive Unit Agreement under LTI Unit Plan10.412013 Annual Report on Form 10-K, filed February 26, 2014
10.23*Form of Director Restricted Stock Unit Agreement under 2017 Plan10.2Quarterly Report on Form 10-Q, filed August 1, 2017
10.24*Form of Employee Market-Leveraged Stock Unit Agreement under 2017 Plan10.3Quarterly Report on Form 10-Q, filed August 1, 2017
10.25*Form of Employee Performance Unit Agreement under 2017 Plan10.4Quarterly Report on Form 10-Q, filed August 1, 2017
10.26*Form of Employee Restricted Stock Unit Agreement under 2017 Plan10.5Quarterly Report on Form 10-Q, filed August 1, 2017
10.27*Form of Employee Non-Qualified Stock Option Agreement under 2017 Plan10.6Quarterly Report on Form 10-Q, filed August 1, 2017
10.28*Offer Letter to Mitchell R. Butier10.2Quarterly Report on Form 10-Q, filed May 3, 2016
10.29*Offer Letter to Gregory S. Lovins10.1Quarterly Report on Form 10-Q, filed August 1, 2017
13†Portions of Annual Report to Shareholders for fiscal year ended January 1, 2022N/AN/A
Exhibit No.Exhibit NameOriginally Filed as Exhibit No.Filing (1)
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
101.INS†††Inline XBRL Instance Filing – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentN/AN/A
101.SCH†††Inline XBRL Extension Schema FilingN/AN/A
101.CAL†††Inline XBRL Extension Calculation Linkbase FilingN/AN/A
101.DEF†††Inline XBRL Extension Definition Linkbase FilingN/AN/A
101.LAB†††Inline XBRL Extension Label Linkbase FilingN/AN/A
101.PRE†††Inline XBRL Extension Presentation Linkbase FilingN/AN/A
104†††Inline XBRL for the cover page of this Annual Report on Form 10-K, included as part of the Exhibit 101 inline XBRL document set
(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.
††This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. 1350, and is not being filed for purposes of Section 18 of the Exchange Act and is not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
†††Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act, are deemed not filed for purposes of Section 18 of the Exchange Act and otherwise are not subject to liability under those sections.

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