Avery Dennison (AVY) 10-K risk factor changes: FY2022 vs FY2021

[removed: Risks] [added: Risks] Related to [added: Our Business]

[added: *COVID-19] had an adverse effect on portions of our business and we could experience further negative consequences as a result of [added: COVID-19 that could have a material adverse effect on our business.*]

[removed: that] [added: *Misassessment of our infrastructure needs] could have a material adverse effect on our [removed: business.][added: business.*]

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

Uncertainty surrounding the global health crisis remained elevated in [removed: 2021] [added: certain countries during 2022] as [removed: many] parts of the world experienced [removed: an] increased number of COVID-19 cases at some point during the year.

We [removed: worked to actively manage] [added: continued managing] through [removed: a] [added: the] 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 [removed: persistent] [added: significant] 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 [removed: demonstrating agility and] [added: ensure] preparedness through robust scenario planning.

[added: We are unable to predict the full impact that COVID-19] will have on our business in [removed: 2022] [added: 2023] due to numerous uncertainties, including the duration and severity of the pandemic, the impact of the spread of new and 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 [removed: environment and regularly update] [added: environment, including updating] our scenario planning to reflect the [removed: continuously] evolving aspects of the pandemic.

[removed: Risk] [added: Risk] Related to Our International [removed: Operations][added: Operations]

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

In [removed: 2021,] [added: 2022,] approximately [removed: 75%] [added: 72%] of our net sales were from international operations.

[removed: inflation, raw material, freight and labor availability,] [added: Macroeconomic developments such as impacts from] slower growth in the geographic regions in which we [removed: operate] [added: operate; inflation; raw material, freight] and [added: labor availability; rising energy costs; political, social, supply chain and other disruptions; COVID-19; 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 downgrades and fluctuations in foreign currency exchange rates.

[removed: Over the past few] [added: In recent] years, the U.S. government [removed: has] imposed additional tariffs on products imported into the U.S. from China.

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

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

[removed: Foreign] [added: *Foreign] currency exchange rates, and fluctuations in those rates, may materially adversely affect our [removed: business.][added: business.*]

The substantial majority of our net sales in [removed: 2021] [added: 2022] was in foreign currencies.

Fluctuations in currencies, such as those associated with the euro and Chinese yuan in [removed: 2021,] [added: 2022,] which had [removed: a favorable] [added: an unfavorable] impact for [removed: this] [added: the] year, can [removed: be unfavorable and] result in a variety of negative effects, including lower net sales, increased costs, lower gross margin percentages, increased 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: increased] [added: decreased] our net sales in [removed: 2021] [added: 2022] by approximately [removed: $201] [added: $417] million.

[removed: Our] [added: *Our] strategy includes increased 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 [removed: operations.][added: operations.*]

A significant amount of our net sales – approximately [removed: half] [added: 40%] of our net sales in [removed: 2021] [added: 2022] – originated in emerging markets, including countries in Asia Pacific, Latin [removed: America and] [added: America,] Eastern [removed: Europe.][added: Europe and Middle East/Northern Africa.]

Our business operations 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, tariffs imposed by China on U.S. goods, [removed: more active] [added: the increasing] use of economic sanctions and export control restrictions, any trade agreements entered into between the U.S. and China, and [removed: increasing] tensions [removed: as a result of the two countries’ relationships with] [added: related to] Hong Kong and Taiwan.

In 2021, with the spread of the Delta variant mid-year, we experienced intermittent [added: COVID-19] closures in Southeast Asia, particularly in our [removed: RBIS] [added: Solutions Group] reportable segment.

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

The pandemic and [removed: any] other adverse [removed: development] [added: developments] in emerging markets could have a material adverse effect on our business.

[removed: has] [added: In 2022, COVID-19] adversely affected [removed: the] [added: global] economies and financial markets [added: primarily due to lockdowns] in [removed: virtually all countries,] [added: China,] and [added: any] further escalation of the pandemic could 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 [removed: have a material adverse effect on] [added: negatively impact] our operations in these emerging markets include the less established or reliable legal systems and possible disruptions due to unstable political [removed: conditions, civil unrest or economic volatility.]

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

A substantial portion of our employees and assets are located outside of the U.S. and, in [removed: 2021,] [added: 2022,] approximately [removed: 75%] [added: 72%] of our sales was generated outside of the U.S. International operations and activities involve risks that are different from and potentially greater than the risks we face with respect to our domestic operations; changes in foreign political, regulatory and economic conditions, including nationally, regionally and locally; [removed: material adverse effects of] changes in exchange rates for foreign currencies; inflation; reduced protection of intellectual property [added: 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.]

[removed: While our operations in the UK] [added: *We] are [removed: relatively small, we have operations in many countries in the European Union; as a result, the realization of any] [added: required to comply with anti-corruption laws and regulations] of [removed: these risks or] the [added: U.S. government and various international jurisdictions, and our] failure to comply with [removed: any] [added: these] laws [removed: or] [added: and] regulations [removed: in the European Union or the UK] could [removed: expose us to liabilities and] have a material adverse effect on our [removed: business.][added: business.*]

[removed: Risks] [added: Risks] Related to Our [removed: Business][added: Indebtedness]

[removed: As] [added: *As] a manufacturer, our sales and profitability depend upon the cost and availability of raw materials and energy, which are subject to price fluctuations, and our ability to control or offset increases in raw material and labor costs.

Raw material and freight cost increases have impacted our business and could materially adversely affect our [removed: business.][added: business.*]

The availability of raw materials used in our businesses [removed: became] [added: remained] constrained in [removed: 2021,] [added: 2022,] which [removed: could continue] [added: continued] to present challenges and lead to volatility, impacting availability and pricing.

Shortages and inflationary or other increases in the costs of raw materials, labor, freight and energy [removed: were] [added: remained] significant in [removed: 2021.][added: 2022.]

[removed: During the year, we implemented] [added: We continued to implement] targeted price increases across our businesses and regions [added: and worked] to [added: re-engineer certain of our products, to] address raw material and freight inflation.

If inflation remains persistent in [removed: 2022,] [added: 2023,] we may have to implement [removed: similar] [added: additional] pricing measures.

Our performance depends in part on our ability to offset cost increases for raw materials by raising our sales prices or re-engineering our [removed: products.][added: products and our ability to maintain our sales prices if costs for raw materials decrease.]

Tensions remain in relations between the U.S. and China.

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into China.

In February 2022, Russia invaded Ukraine after which the U.S., Canada, the European Union and other countries imposed economic sanctions on Russia, Belarus and certain banks, companies and individuals affiliated with those countries.

Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets.

In the second quarter of 2022, we ceased shipment of all products for the Russian market, where our sales in 2021 were approximately 1% of our net sales for that year, and we maintained that position throughout the year.

The impact of these government measures and our exit from our Russia-related business, as well as any further retaliatory actions taken by Russia, the United States, the European Union and other jurisdictions, is unknown and could have a material adverse effect on our business.

In 2022, many of our manufacturing and other operations in China experienced limited production and/or closure amid governmental lockdown orders.

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conditions, civil unrest or economic volatility.

Additionally, energy costs continued to increase in 2022, particularly in Europe, and could remain volatile and unpredictable.

If we do not respond appropriately to these changes, it could negatively impact market demand, our market share and pricing, any of which could materially adversely affect our business.*

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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.

In 2022, we acquired TexTrace and Rietveld.

The aggregate purchase consideration for the acquisitions of TexTrace and Rietveld was approximately $35 million.

In 2021, we acquired Vestcom for $1.47 billion, as well as ZippyYum and JDC, for an aggregate of approximately $43 million.

Changes in the financial or business conditions, including economic weakness,

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*There is a rapidly evolving awareness and focus from stakeholders, including our investors, customers and employees, with respect to global climate change and our company’s environmental, social and governance (ESG) practices, which could affect our business.*

Investor and societal expectations with respect to ESG matters have been rapidly evolving and increasing.

We risk damage to our reputation if we do not continue to act responsibly with respect to ESG matters in the following key areas: environmental stewardship; DEI; corporate governance; support for our communities; and corporate governance and ESG transparency.

A failure to adequately meet stakeholders’ expectations could result in loss of business, diluted market valuation, an inability to attract and retain customers and talented personnel, increased negative investor sentiment toward us and/or our customers and the diversion of investment to other industries, which could have a negative impact on our stock price and access to and costs of capital.

The greatest impact to our company was in China due to lockdowns imposed by the government.

Moreover, the

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OECD continues to engage in discussions on fundamental changes to the profit allocation among tax jurisdictions in which companies do business and the implementation of a global minimum tax.

In the U.S., certain changes to the taxation of income derived from international business activities have been proposed as a reaction to the adoption of the BEPS framework, named Pillar Two, in domestic laws.

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to employee error, malfeasance or other disruptions.

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Given substantially increasing inflation across the globe the Federal Reserve and similar monetary policymaking entities around the world began increasing interest rates in 2022.

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other company-specific factors, can also materially adversely affect our stock price.

We have accrued a contingent liability in the amount of $26.6 million based on our assessment of the probabilities and associated outcomes related to this matter.

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Although we mitigate these risks by

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COVID-19

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

We are unable to predict the full impact that

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.

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 cost and ability to transport those components or materials or our finished goods, due to restrictions imposed to limit the spread of 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.

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 conditions continue to worsen or last for an extended period of time, or if inflation remains persistent, our supply chains could be materially adversely affected.

If our sales channels were to become substantially impacted for an extended period of time, our business could be materially adversely affected.

In the first quarter of 2020, our ability to access the commercial paper market was disrupted 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.

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 ability of our employees to work has been and may continue to be significantly impacted by

COVID-19.

Our employees have been significantly impacted by

Our office and management personnel in certain countries have generally worked from home since 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.

We have experienced, and may experience in the future, temporary facility closures in response to government mandates in certain jurisdictions in which we operate.

The safety and well-being of our employees has

been and continues to be our top priority.

We have taken steps to ensure employee safety, quickly implementing world-class safety protocols and continuing to adapt our 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

COVID-19,

including securing supplies for our facilities and providing personal protective equipment for our employees.

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

which required and will continue to require a large investment of time and resources across our entire company, diverting attention from other 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 impaired and operational, cybersecurity and other risks may be elevated.

Macroeconomic developments such as impacts from

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 from trade relations between the U.S. and China.

In early 2020, in response to the initial outbreak of

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 Asia in late 2020.

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.

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

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.

Uncertainty remains as to how 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.

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.

Additionally, energy costs increased in 2021 and can also be volatile and unpredictable.

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

negatively impact

ORGANIZATION OF INFORMATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, provides management’s views on our financial condition and results of operations and should be read in conjunction with the Consolidated Financial Statements and related notes thereto, and includes the sections identified below.

| | | | | | |

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

| [Non-GAAP Financial Measures](#id805e76726254d39945f14ec69ad2c5b_49) | | | [21](#id805e76726254d39945f14ec69ad2c5b_49) | | |

| [Overview and Outlook](#id805e76726254d39945f14ec69ad2c5b_52) | | | [22](#id805e76726254d39945f14ec69ad2c5b_52) | | |

| [Analysis of Results of Operations](#id805e76726254d39945f14ec69ad2c5b_58) | | | [24](#id805e76726254d39945f14ec69ad2c5b_58) | | |

| [Results of Operations by Reportable Segment](#id805e76726254d39945f14ec69ad2c5b_61) | | | [26](#id805e76726254d39945f14ec69ad2c5b_61) | | |

| [Financial Condition](#id805e76726254d39945f14ec69ad2c5b_64) | | | [28](#id805e76726254d39945f14ec69ad2c5b_64) | | |

| [Critical Accounting Estimates](#id805e76726254d39945f14ec69ad2c5b_67) | | | [33](#id805e76726254d39945f14ec69ad2c5b_67) | | |

| [Recent Accounting Requirements](#id805e76726254d39945f14ec69ad2c5b_70) | | | [36](#id805e76726254d39945f14ec69ad2c5b_70) | | |

NON-GAAP FINANCIAL MEASURES

We report our financial results in conformity with accounting principles generally accepted in the United States of America, or GAAP, and also communicate with investors using certain non-GAAP financial measures.

These non-GAAP financial measures are not in accordance with, nor are they a substitute for or superior to, the comparable GAAP financial measures.

These non-GAAP financial measures are intended to supplement the presentation of our financial results prepared in accordance with GAAP.

Based on feedback from investors and financial analysts, we believe that the supplemental non-GAAP financial measures we provide are useful to their assessments of our performance and operating trends, as well as liquidity.

Our non-GAAP financial measures exclude the impact of certain events, activities or strategic decisions.

The accounting effects of these events, activities or decisions, which are included in the GAAP financial measures, may make it more difficult to assess our underlying performance in a single period.

By excluding the accounting effects, positive or negative, of certain items (e.g., restructuring charges, outcomes of certain legal proceedings, certain effects of strategic transactions and related costs, losses from debt extinguishments, gains or losses from curtailment or settlement of pension obligations, gains or losses on sales of certain assets, gains or losses on venture investments and other items), we believe that we are providing meaningful supplemental information that facilitates an understanding of our core operating results and liquidity measures.

While some of the items we exclude from GAAP financial measures recur, they tend to be disparate in amount, frequency or timing.

We use these non-GAAP financial measures internally to evaluate trends in our underlying performance, as well as to facilitate comparison to the results of competitors for quarters and year-to-date periods, as applicable.

We use the non-GAAP financial measures defined below in this MD&A.

- *Sales change ex.

currency* refers to the increase or decrease in net sales, excluding the estimated impact of foreign currency translation and the reclassification of sales between segments and, where applicable, an extra week in our fiscal year, the calendar shift resulting from the extra week in the prior fiscal year and currency adjustment for transitional reporting of highly inflationary economies.

The estimated impact of foreign currency translation is calculated on a constant currency basis, with prior period results translated at current period average exchange rates to exclude the effect of currency fluctuations.

- *Organic sales change* refers to sales change ex.

currency, excluding the estimated impact of acquisitions and product line divestitures.

We believe that sales change ex.

currency and organic sales change assist investors in evaluating the sales change from the ongoing activities of our businesses and enhance their ability to evaluate our results from period to period.

- *Free cash flow* refers to cash flow provided by operating activities, less payments for property, plant and equipment, software and other deferred charges, plus proceeds from sales of property, plant and equipment, plus (minus) net proceeds from insurance and sales (purchases) of investments.

Free cash flow is also adjusted for, where applicable, certain acquisition-related transaction costs.

We believe that free cash flow assists investors by showing the amount of cash we have available for debt reductions, dividends, share repurchases, and acquisitions.

- *Operational working capital as a percentage of annualized current quarter net sales* refers to trade accounts receivable and inventories, net of accounts payable, and excludes cash and cash equivalents, short-term borrowings, deferred taxes, other current assets and other current liabilities, as well as net current assets or liabilities held-for-sale divided by annualized current quarter net sales.

We believe that operational working capital as a percentage of annualized current quarter net sales assists investors in assessing our working capital

requirements because it excludes the impact of fluctuations attributable to our financing and other activities (which affect cash and cash equivalents, deferred taxes, other current assets and other current liabilities) that tend to be disparate in amount, frequency or timing, and may increase the volatility of working capital as a percentage of sales from period to period.

The items excluded from this measure are not significantly influenced by our day-to-day activities managed at the operating level and do not necessarily reflect the underlying trends in our operations.

OVERVIEW AND OUTLOOK

Fiscal Year

Our fiscal years generally consist of 52 weeks, but every fifth or sixth fiscal year consists of 53 weeks; our 2022 and 2021 fiscal years consisted of 52-week periods ending December 31, 2022 and January 1, 2022, respectively.

Our 2020 fiscal year consisted of a 53-week period ending January 2, 2021.

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The information required by this Item appears under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2021 Annual Report and is incorporated herein by reference.

Risk Management

We are exposed to the impact of changes in foreign currency exchange rates and interest rates.

We generally do not purchase or hold foreign currency or interest rate or commodity contracts for trading purposes.

Our objective in managing our exposure to foreign currency changes is to reduce the risk to our earnings and cash flow associated with foreign exchange rate changes.

As a result, we enter into foreign exchange forward, option and swap contracts to reduce risks associated with the value of our existing foreign currency assets, liabilities, firm commitments and anticipated foreign revenues and costs, when available and appropriate.

The gains and losses on these contracts are intended to offset changes in the related exposures.

We do not hedge our foreign currency translation exposure in a manner that would entirely eliminate the effects of changes in foreign exchange rates on our net income.

Our objective in managing our exposure to interest rate changes is to reduce the impact of interest rate changes on earnings and cash flows.

To achieve this objective, we may periodically use interest rate contracts to manage our exposure to interest rate changes.

Additionally, we enter into certain natural gas futures contracts to reduce the risks associated with natural gas we anticipate using in our manufacturing operations.

These amounts are not material to our financial statements.

In the normal course of operations, we also face other risks that are either non-financial or non-quantifiable.

These risks principally include changes in economic or political conditions, other risks associated with foreign operations, commodity price risk, and litigation and compliance risk, which are not reflected in the analyses described below.

Foreign Exchange Value-At-Risk

We use a Value-At-Risk (“VAR”) model to determine the estimated maximum potential one-day loss in earnings associated with our foreign exchange positions and contracts.

This approach assumes that market rates or prices for foreign exchange positions and contracts are normally distributed.

VAR model estimates are made assuming normal market conditions.

The model includes foreign exchange derivative contracts.

Forecasted transactions, firm commitments, accounts receivable and accounts payable denominated in foreign currencies, which certain of these instruments are intended to hedge, are excluded from the model.

The VAR model is a risk analysis tool and does not represent actual losses in fair value that we could incur, nor does it consider the potential effect of favorable changes in market factors.

In both 2022 and 2021, the VAR was estimated using a variance-covariance methodology.

The currency correlation was based on one-year historical data obtained from one of our domestic banks.

A 95% confidence level was used for a one-day time horizon.

The estimated maximum potential one-day loss in earnings for our foreign exchange positions and contracts was not significant at year-end 2022 or 2021.

Interest Rate Sensitivity

In 2022 and 2021, an assumed 12 and 9 basis point, respectively, increase in interest rates affecting our variable-rate borrowings (10% of our weighted average interest rate on floating rate debt) would not have had a significant impact on interest expense.

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

[removed: Company Background][added: Company Background]

[added: Our website address provided in this Annual Report on Form 10-K] is not intended to function as a hyperlink and the information on our website is not, nor should it be considered, part of this report or incorporated by reference into this report.

[removed: Business] [added: Business] Overview and Reportable [removed: Segments][added: Segments]

Our reportable segments for fiscal year [removed: 2021] [added: 2022] were:

In [removed: 2021,] [added: 2022,] our [removed: LGM, RBIS] [added: Materials Group] and [removed: IHM] [added: Solutions Group] reportable segments made up approximately [removed: 65%, 26%] [added: 72%] and [removed: 9%,] [added: 28%,] respectively, of our total net sales.

In [removed: 2021,] [added: 2022,] international operations constituted a substantial majority of our business, representing approximately [removed: 75%] [added: 72%] of our net sales.

As of [removed: January 1,] [added: December 31,] 2022, we operated nearly 200 manufacturing and distribution facilities in over 50 countries.

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

A pressure-sensitive, or self-adhesive, material is one that adheres to a surface by [added: press-on contact.]

When the products are to be used, the release coating and protective backing are removed, exposing the adhesive so that the label or other face material [removed: may be pressed or rolled into place.]

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

[removed: In LGM, our] [added: Our] larger competitors in label [removed: 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.

The branding solutions of [removed: RBIS] [added: Solutions Group] include creative services, brand embellishments, graphic tickets, tags, and labels, and sustainable packaging.

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

In [removed: RBIS,] [added: Solutions Group,] our primary competitors include Checkpoint Systems, Inc., a subsidiary of CCL Industries Inc.; [added: R-pac International Corporation; and SML Group Limited.]

[removed: \-brand] [added: Our performance] tapes [added: products include a variety of Fasson®\-brand] and [added: Avery Dennison®\-brand tapes and] other pressure-sensitive adhesive-based materials and converted products, mechanical fasteners and performance polymers.

[added: These materials and converted products are used in non-mechanical] fastening, bonding and sealing systems for various automotive, electronics, building and construction, general industrial, personal care, and medical applications.

[removed: \-brand] [added: Also, our performance] tapes [added: products include Yongle®\-brand tapes] for wire harnessing and cable wrapping in automotive, electrical and general industrial applications.

[added: For performance tapes products, our competitors include 3M; Tesa-SE,] a subsidiary of Beiersdorf AG; Nitto Denko Corporation; and numerous regional and specialty suppliers.

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

[removed: Research,] [added: Research,] Development and [removed: Innovation][added: Innovation]

[removed: Our investment in innovation goes beyond our 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.

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

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

[removed: Acquisitions] [added: Acquisitions] and Venture [removed: Investments][added: Investments]

[removed: During] [added: In] 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 [removed: (“ZippyYum”),] [added: ("ZippyYum"),] a California-based developer of software products used in the food service and food preparation industries, and JDC Solutions, Inc. [removed: (“JDC”),] [added: ("JDC"),] a Tennessee-based manufacturer of pressure-sensitive specialty tapes, for an aggregate of approximately $43 million.

During [removed: 2021,] [added: 2022,] we also made [removed: three] [added: two] venture investments in companies developing [removed: 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 [removed: Statements contained in our 2021 Annual Report, which is incorporated herein by reference.][added: Statements.]

[removed: Patents,] [added: Patents,] Trademarks and [removed: Licenses][added: Licenses]

[removed: Human] [added: Human] Capital [removed: Resources][added: Resources]

[removed: Our] [added: *Our] Global [removed: Workforce][added: Workforce*]

With approximately [removed: 75%] [added: 72%] of our [removed: 2021] [added: 2022] net sales originating outside the U.S. and approximately [removed: half] [added: 40%] of our net sales originating in emerging markets (Asia Pacific, Latin America, Eastern Europe and Middle East/Northern Africa), our employees are located in over 50 countries to best serve our customers.

[removed: 2021] [added: Approximately 83% of our employees at year-end 2022] were located outside the U.S. and approximately [removed: 68%] [added: 67%] were located in emerging markets.

[removed: 2021,] [added: Over 20,000 of our approximately 36,000 employees at year-end 2022,] representing approximately [removed: 58%] [added: 57%] of our global workforce, were in Asia Pacific, serving our customers in that region.

[removed: By function,] [added: At that time,] approximately [removed: 67%] [added: 66%] of our global workforce worked in the operations of our manufacturing facilities [removed: worldwide] or in positions directly supporting them from other locations.

| Workforce by Region: | | | | | [added: |]

| Asia Pacific | | | [removed: 58] [added: 57] | [added: |] % |

| North America | | | 20 | | [added: |]

| Europe | | | [removed: 17] [added: 18] | | [added: |]

| Latin America | | | 5 | | [added: |]

We are a global materials science and digital identification solutions company that provides branding and information labeling solutions, including pressure-sensitive materials, radio-frequency identification ("RFID") inlays and tags, and a variety of converted products and solutions.

We design and manufacture a wide range of labeling and functional materials that enhance branded packaging, carry or display information that connects the physical and the digital, and improve customers’ product performance.

We serve an array of industries worldwide, including home and personal care, apparel, e-commerce, logistics, food and grocery, pharmaceuticals and automotive.

In the fourth quarter of 2022, we changed our operating structure to align with our overall business strategy, and our Chief Executive Officer, who is also our chief operating decision maker, requested changes in the information that he regularly reviews to allocate resources and assess performance.

As a result, our fiscal year 2022 results are reported based on our new reportable segments described below and in Note 15, "Segment Information." We have recast prior periods to reflect our new operating structure.

- Materials Group; and

- Solutions Group

These segment changes resulted in a new segment, Materials Group, consisting of our former Label and Graphic Materials segment and Industrial and Healthcare Materials segment.

Additionally, our formerly named Retail Branding and Information Solutions segment is referred to as Solutions Group.

Materials Group

Our Materials Group business is a leading solutions provider to the pressure-sensitive label and graphics industries worldwide.

Our label materials enhance shelf appeal for brands, inform shoppers and improve operational supply chain efficiency.

Our graphics solutions include a comprehensive portfolio of highly engineered materials that range from vehicle wraps to architectural products.

The Materials Group plays a key role in advancing our fast-growing intelligent labels platform, providing the materials science capabilities and process engineering expertise that are essential to developing and manufacturing intelligent labels at scale.

Materials Group manufactures and sells Fasson®\-, JAC®\-, and Avery Dennison®\-brand pressure-sensitive label materials and performance tapes products, Avery Dennison®\- and Mactac®\-brand graphics, and Avery Dennison®\-brand reflective products.

[Table of Contents](#id805e76726254d39945f14ec69ad2c5b_7)

may be pressed or rolled into place.

Solutions Group

Our Solutions Group offers RFID solutions, branding and embellishment solutions, data management and identification solutions, and pricing and productivity solutions.

The business provides physical and digital labeling to the global apparel, food and general retail markets.

Its products and technology optimize customers’ on-product branding and engagement with consumers, and enable item visibility and traceability throughout a product’s lifecycle.

As a large ultra high frequency RFID solutions provider, we leverage our data management capabilities, global supply chain and market access in continually advancing our intelligent labels platform.

We enable customers across multiple retail and industrial segments to bridge the physical and digital worlds for greater supply chain visibility, improved inventory accuracy, increased automation and labor efficiency, reduced waste and an enhanced consumer experience.

Our investment in innovation goes beyond our research and development efforts, with initiatives that aim to accelerate

[Table of Contents](#id805e76726254d39945f14ec69ad2c5b_7)

In 2022, we acquired TexTrace AG (“TexTrace”), a Switzerland-based technology developer specializing in custom-made woven and knitted radio-frequency identification products that can be sewn onto or inserted into garments, as well as Rietveld Serigrafie B.V. and Rietveld Screenprinting Serigrafi Baski Matbaa Tekstil Ithalat Ihracat Sanayi ve Ticaret Limited Sirketi (collectively, “Rietveld”), a Netherlands-based provider of external embellishment solutions and application and printing methods for performance brands and team sports in Europe.

The aggregate purchase consideration for the acquisitions of TexTrace and Rietveld was approximately $35 million.

For information regarding our venture investments, see Note 9, “Fair Value Measurements,” in the Notes to Consolidated Financial Statements.

| | | | | | |

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

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[Table of Contents](#id805e76726254d39945f14ec69ad2c5b_7)

Our diversity, equity and inclusion (DEI) efforts continue to gain momentum and create impact.

Our commitment to inclusion guides our efforts in creating an engaging and inclusive employee experience in which every voice is valued.

In 2021, following extensive quantitative and qualitative analysis to confirm our baseline position, we established four global pillars of focus, including: improving fairness; increasing representation of women in manager and above roles - which increased from 35% in 2021 to 36% in 2022; increasing inclusion within our manufacturing population; and increasing representation and inclusion of underrepresented groups as defined by each geographic region.

Since then, we have conducted extensive listening sessions around the globe to better understand both our strengths and areas of opportunity, and have deployed programmatic strategies such as leadership development programming targeting specific underrepresented talent pools, sponsorship, allyship and mentorship programs, connection events to build a culture of inclusion for our manufacturing employees in every region, and talent analytics and pipeline modeling to continuously advance our culture of inclusion.

In 2022, membership within our ERGs increased by 32% compared to 2021.

We offer hybrid and remote work opportunities for much of our office-based workforce to provide greater flexibility to balance their work and personal commitments.

We established guiding principles in 2021 to ensure that these arrangements meet the needs of our business while also supporting the needs of our employees.

Our core infrastructure, information security and digital tools support efficiency and effectiveness for our employees wherever they work.

Our website address provided in this Annual Report on Form

10-K

Our businesses produce pressure-sensitive materials and a variety of tickets, tags, labels and other converted products.

We sell most of our pressure-sensitive materials to label printers and converters that convert the materials into labels and other products through embossing, printing, stamping and

die-cutting.

We sell other pressure-sensitive materials in converted form as tapes and reflective sheeting.

We also manufacture and sell a variety of other converted products and items not involving pressure-sensitive components, such as fasteners, tickets, tags, radio-frequency identification (“RFID”) inlays and tags, imprinting equipment and related solutions, and shelf-edge pricing, productivity and consumer engagement solutions.

| | • | | Label and Graphic Materials (“LGM”); |

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

| | • | | Retail Branding and Information Solutions (“RBIS”); and |

| | • | | Industrial and Healthcare Materials (“IHM”). |

For information regarding the impacts of the

COVID-19

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

LGM

LGM manufactures and sells Fasson

\-, JAC

\-, and Avery Dennison

\-brand pressure-sensitive label and packaging materials, Avery Dennison

\- and Mactac

\-brand graphics, and Avery Dennison

\-brand reflective products.

press-on

contact.

RBIS

RBIS designs, manufactures and sells a wide variety of branding and information solutions to retailers, brand owners, apparel manufacturers, distributors and industrial customers.

This segment experiences some seasonality, with higher volume generally in advance of the spring, fall

(back-to-school)

and holiday shipping periods.

In recent years, as the apparel industry has moved to more frequent seasonal updates, this segment has experienced less seasonality.

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.

R-pac

International Corporation; and SML Group Limited.

IHM

IHM manufactures and sells Fasson

\-brand and Avery Dennison

These materials and converted products are used in

non-mechanical

IHM also manufactures and sells Yongle

For industrial and healthcare materials and converted products, IHM’s primary competitors include 3M;

See Note 8, “Contingencies,” in the Notes to Consolidated Financial Statements.

| --- | --- |

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

[removed: UNITED] [added: UNITED] STATES SECURITIES AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: WASHINGTON,] [added: WASHINGTON,] DC [removed: 20549][added: 20549]

[removed: FORM][added: FORM 10-K]

| [removed: ☒] [added: x] | [removed: ANNUAL] [added: | | ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] | [added: | |]

[removed: For] [added: For] the fiscal year ended [removed: January 1,] [added: December 31,] 2022 [removed: or][added: or]

| [removed: ☐] [added: o] | [removed: TRANSITION] [added: | | TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] | [added: | |]

[removed: For] [added: For] the transition period from [removed: to][added: to]

[removed: Commission] [added: Commission] file number [added: 1-7685]

[removed: AVERY] [added: AVERY] DENNISON [removed: CORPORATION][added: CORPORATION]

[removed: (Exact] [added: (Exact] Name of Registrant as Specified in Its [removed: Charter)][added: Charter)]

| [removed: Delaware] [added: Delaware] | | [removed: 95-1492269] | [added: 95-1492269 | | |]

| [removed: (State] [added: *(State] of [removed: Incorporation)] [added: Incorporation)*] | | [removed: (I.R.S.] [added: | *(I.R.S.] Employer Identification [removed: No.)] [added: No.)*] | [added: | |]

| [removed: (Address] [added: *(Address] of Principal Executive [removed: Offices)] [added: Offices)*] | | [removed: (Zip Code)] | [added: *(Zip Code)* | | |]

[removed: Registrant’s] [added: Registrant’s] telephone number, including area [removed: code:][added: code:]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of Each [removed: Class] [added: Class] | | [removed: Trading Symbol(s)] | | [removed: Name] [added: | | Trading Symbol(s) | | | | | | Name] of each exchange on which [removed: registered] [added: registered] | [added: | |]

| Common stock, $1 par value | | [added: | | | |] AVY | | [added: | | | |] New York Stock Exchange | [added: | |]

| 1.25% Senior Notes due 2025 | | [added: | | | |] AVY25 | | [added: | | | |] Nasdaq Stock Market | [added: | |]

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act:][added: Act:]

Yes [added: x No o]

Yes [removed: ☒] [added: o] No [removed: ☐][added: x]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation [added: 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).]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a [added: non-accelerated filer, a smaller reporting company, or an emerging growth company.]

[removed: filer, a smaller reporting company, or an emerging] [added: | | | | | | | | | | | | | | | | | | | Emerging] growth [removed: company.][added: company o | | |]

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule [added: 12b-2 of the Exchange Act.]

| Large [removed: accelerated filer ☒] [added: Accelerated Filer x] | | [added: | | | |] Accelerated filer [removed: ☐] [added: o] | | [added: | | | |] Non-accelerated filer [removed: ☐] [added: o] | | [added: | | | |] Smaller reporting company [removed: ☐] [added: o] | [added: | |]

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 [removed: report.][added: report.x]

Indicate by check mark whether the registrant is a shell company (as defined in Rule [added: 12b-2 of the Act).]

Yes [removed: ☐] [added: x] No [removed: ☒][added: o]

The aggregate market value of voting and non-voting common equity held by non-affiliates as of July [removed: 3, 2021,] [added: 2, 2022,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [added: $13.3 billion.]

Number of shares of common stock, $1 par value, outstanding as of January [removed: 29, 2022,] [added: 28, 2023,] the end of the registrant’s most recent fiscal month: [removed: 82,461,259.][added: 80,824,942.]

The following documents are incorporated by reference into the Parts of this Form [added: 10-K indicated below:]

| [removed: Document] [added: Document] | | [removed: Incorporated] [added: | | | | Incorporated] by reference [removed: into:] [added: into:] | [added: | |]

| Portions of Definitive Proxy Statement for Annual Meeting of Stockholders to be held on April [removed: 2 8 , 2022] [added: 27, 2023] | | [added: | | | |] Parts III, IV | [added: | |]

[removed: FISCAL] [added: FISCAL] YEAR [removed: 2021] [added: 2022] ANNUAL REPORT ON FORM [added: 10-K]

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| | | | | [removed: Page] | | [added: Page] | [added: | |]

[removed: | [PART I](#toc179463_1) | | | | | | |][added: PART I]

| [Item [removed: 1.](#toc179463_2)] [added: 1.](#id805e76726254d39945f14ec69ad2c5b_16)] | | [removed: [Business](#toc179463_2)] | [added: [Business](#id805e76726254d39945f14ec69ad2c5b_16)] | | [removed: 1] | [added: [2](#id805e76726254d39945f14ec69ad2c5b_16)] | [added: | |]

| [Item [removed: 1A.](#toc179463_3)] [added: 1A.](#id805e76726254d39945f14ec69ad2c5b_19)] | | [added: |] [Risk [removed: Factors](#toc179463_3)] [added: Factors](#id805e76726254d39945f14ec69ad2c5b_19)] | | | [removed: 6] [added: [6](#id805e76726254d39945f14ec69ad2c5b_19)] | | [added: |]

[Table of Contents](#id805e76726254d39945f14ec69ad2c5b_7)

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| 8080 Norton Parkway | | | | | |

| Mentor, Ohio | | | 44060 | | |

(440) 534-6000

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

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

Yes x No o

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

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

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Yes o No x

| | | | | | | | | |

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

| | | | | | | | | |

[Table of Contents](#id805e76726254d39945f14ec69ad2c5b_7)

AVERY DENNISON CORPORATION

| | | | | | | | | |

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

| | | | | | | | | |

| [PART II](#id805e76726254d39945f14ec69ad2c5b_34) | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| [PART IV](#id805e76726254d39945f14ec69ad2c5b_193) | | | | | | | | |

| | | | [Signatures](#id805e76726254d39945f14ec69ad2c5b_202) | | | [86](#id805e76726254d39945f14ec69ad2c5b_202) | | |

[Table of Contents](#id805e76726254d39945f14ec69ad2c5b_7)

Safe Harbor Statement

The matters discussed in this Annual Report on Form 10-K contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

These statements, which are not statements of historical fact, contain estimates, assumptions, projections and/or expectations regarding future events, which may or may not occur.

Words such as “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “guidance,” “intend,” “may,” “might,” “objective,” “plan,” “potential,” “project,” “seek,” “shall,” “should,” “target,” “will,” “would,” or variations thereof, and other expressions that refer to future events and trends, identify forward-looking statements.

Our forward-looking statements, and financial or other business targets, are subject to certain risks and uncertainties, which could cause our actual results to differ materially from the expected results, performance or achievements expressed or implied by such forward-looking statements.

We believe that the most significant risk factors that could affect our financial performance in the near term include: (i) the impacts to underlying demand for our products from global economic conditions, political uncertainty, and changes in environmental standards and governmental regulations; (ii) the cost and availability of raw materials; (iii) competitors’ actions, including pricing, expansion in key markets, and product offerings; (iv) the degree to which higher costs can be offset with productivity measures and/or passed on to customers through price increases, without a significant loss of volume; (v) foreign currency fluctuations; and (vi) the execution and integration of acquisitions.

10-K

| --- | --- |

1-7685

| | | |

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

| 207 Goode Avenue | | |

| Glendale, California | | 91203 |

(626)

304-2000

| | | | | |

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

☒ No ☐

☐ No ☒

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).

non-accelerated

12b-2

of the Exchange Act.

| | | | | | | |

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

| | | | | | | Emerging growth company ☐ |

of the Act).

$17.3 billion.

indicated below:

| Portions of Annual Report to Shareholders for fiscal year ended January 1, 2022 (filed as Exhibit 13 hereto) | | Parts I, II |

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

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

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

[Table of Contents](#id805e76726254d39945f14ec69ad2c5b_7)

| --- | --- |

As of [removed: January 1,] [added: December 31,] 2022, we operated manufacturing facilities in excess of 100,000 square feet in the reportable segments and locations listed below.

| Domestic | | [added: |] Peachtree City, Georgia; Fort Wayne, Greenfield, and Lowell, Indiana; Fairport Harbor, Mentor, Oak Harbor, and Painesville, Ohio; Mill [removed: Hall and Quakertown,] [added: Hall,] Pennsylvania | [added: | |]

| Foreign | | [removed: Soignies,] [added: | Soignies and Turnhout,] Belgium; Vinhedo, Brazil; [removed: Guangzhou and] [added: Guangzhou,] Kunshan, [added: and Zhuozhou,] China; Champ-sur-Drac, France; Gotha, Germany; [removed: Pune,] [added: Pune and Noida,] India; [added: Longford, Ireland;] Kibbutz Hanita, Israel; Rodange, Luxembourg; Bangi, Malaysia; Queretaro, Mexico; Rayong, Thailand; and Cramlington, United Kingdom | [added: | |]

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

| Foreign | | [added: |] Dhaka, Bangladesh; Nansha, Panyu, and Suzhou, China; Bufalo, Honduras; Ancarano, Italy; Kulim, Malaysia; and Long An Province, Vietnam | [added: | |]

In addition to the manufacturing facilities described above, our other principal facilities include our corporate headquarters in [removed: Glendale, California] [added: Mentor, Ohio] and our divisional [added: and corporate] offices located in [added: Glendale, California;] Mentor, Ohio; [added: Vinhedo, Brazil;] Hong Kong and Kunshan, China; and Oegstgeest, the Netherlands.

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

Materials Group

| | | | | | |

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

Solutions Group

| | | | | | |

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

| --- | --- |

LGM

| | | |

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

RBIS

IHM

| Domestic | | Painesville, Ohio |

| Foreign | | Turnhout, Belgium; Longford, Ireland; and Kunshan, Shanghai, and Zhuozhou, China |

[removed: PART II][added: PART II]

[Table of Contents](#id805e76726254d39945f14ec69ad2c5b_7)

| --- | --- |

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

We had [removed: 3,952] [added: 3,799] shareholders of record as of [removed: January 1,] [added: December 31,] 2022, the last day of our fiscal year [removed: 2021.][added: 2022.]

[removed: | (b) | Not] [added: (b)Not] applicable. [removed: |]

[removed: | (c) | Repurchases] [added: (c)Repurchases] of Equity Securities by Issuer [removed: |]

[added: Repurchases by us or our “affiliated purchasers” (as defined in Rule 10b-18(a)(3)] of the Exchange Act) of registered equity securities in the fourth quarter of [removed: 2021] [added: 2022] are shown in the table below.

| [removed: Period (1)] [added: Period(1)] | | [removed: Total number of shares purchased (2)] | | | | [removed: Average] [added: Total number of shares purchased(2) | | | | | | Average] price paid per [removed: share] [added: share] | | | | [removed: Total] [added: | | Total] number [removed: of shares purchased as part] [added: of shares purchased as part] of [removed: publicly announced plans (2)(3)] [added: publicly announced plans(2)(3)] | | | | [removed: Approximate dollar value of] [added: | | Approximate dollar value of] shares [removed: that may] [added: that may] yet [removed: be purchased under the plans (4)] [added: be purchased under the plans(4)] | | |

[removed: | (1) | The] [added: (1)The] periods shown are our fiscal [removed: periods] [added: months] during the thirteen-week quarter ended [removed: January 1,] [added: December 31,] 2022. [removed: |]

[removed: | (2) | Shares] [added: (2)Shares] in thousands. [removed: |]

[removed: | (3) | In] [added: (3)In] April [removed: 2019,] [added: 2022,] our Board authorized the repurchase of shares of our common stock with a fair market value of up to [removed: $650] [added: $750] million, excluding any fees, commissions or other expenses related to such [removed: purchases. This Board authorization will remain in effect until shares] [added: purchases,] in [added: addition to] the amount [removed: authorized thereunder have been repurchased. |][added: outstanding under our previous Board authorization.]

[removed: | (4) | Dollars] [added: (4)Dollars] in millions. [removed: |]

We did not sell securities in any unregistered transactions during fiscal year 2022.

We have historically paid quarterly cash dividends.

Future dividend payments are subject to the approval by our Board of Directors based on our earnings, capital requirements, financial condition and other factors.

Stockholder Return Performance

The graph below compares the cumulative stockholder return on our common stock, including reinvestment of dividends, with the return on the S&P 500 Stock Index and the average return (weighted by market capitalization) of the S&P 500 Materials and Industrials subsets (the “Market Basket”), in each case for the five-year period ending December 31, 2022.


Total Return Analysis(1)

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

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

| | | | 12/31/2017 | | | 12/31/2018 | | | 12/31/2019 | | | 12/31/2020 | | | 12/31/2021 | | | 12/31/2022 | | |

| Avery Dennison | | | $ | 100 | | $ | 80 | | $ | 118 | | $ | 143 | | $ | 202 | | $ | 172 | |

| S&P 500 Index | | | 100 | | | 96 | | | 126 | | | 149 | | | 192 | | | 157 | | |

| Market Basket(2) | | | 100 | | | 90 | | | 119 | | | 141 | | | 177 | | | 172 | | |

(1)Assumes $100 invested on December 31, 2017 and reinvestment of dividends.

(2)Average weighted by market capitalization.

[Table of Contents](#id805e76726254d39945f14ec69ad2c5b_7)

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

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

| October 2, 2022 – October 29, 2022 | | | | | | 165.2 | | | | | | $ | 168.4 | | | | | 165.2 | | | | | | $ | 763.2 | |

| October 30, 2022 – November 26, 2022 | | | | | | 103.1 | | | | | | 174.2 | | | | | | 103.1 | | | | | | 745.2 | | |

| November 27, 2022 – December 31, 2022 | | | | | | 83.4 | | | | | | 182.0 | | | | | | 83.4 | | | | | | 730.0 | | |

| Total | | | | | | 351.7 | | | | | | $ | 173.3 | | | | | 351.7 | | | | | | $ | 730.0 | |

Board authorizations remain in effect until shares in the amount authorized thereunder have been repurchased..

| --- | --- |

The disclosure in our 2021 Annual Report under “Stockholder Return Performance” is incorporated herein by reference.

Repurchases by us or our “affiliated purchasers” (as defined in Rule

10b-18(a)(3)

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

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

| 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 | |

[Table of Contents](#id805e76726254d39945f14ec69ad2c5b_7)

| --- | --- |

| | | | | | |

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

| Index to Consolidated Financial Statements | | | Page | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB ID](#id805e76726254d39945f14ec69ad2c5b_157) 238[)](#id805e76726254d39945f14ec69ad2c5b_157)[](#id805e76726254d39945f14ec69ad2c5b_157) | | | [38](#id805e76726254d39945f14ec69ad2c5b_157) | | |

| [Consolidated Financial Statements:](#id805e76726254d39945f14ec69ad2c5b_82) | | | | | |

| [Consolidated Balance Sheets as of](#id805e76726254d39945f14ec69ad2c5b_85) [December](#id805e76726254d39945f14ec69ad2c5b_85) [](#id805e76726254d39945f14ec69ad2c5b_85)[3](#id805e76726254d39945f14ec69ad2c5b_85)[1, 2022 and January](#id805e76726254d39945f14ec69ad2c5b_85) [1](#id805e76726254d39945f14ec69ad2c5b_85)[, 202](#id805e76726254d39945f14ec69ad2c5b_85)[2](#id805e76726254d39945f14ec69ad2c5b_85) | | | [40](#id805e76726254d39945f14ec69ad2c5b_85) | | |

| [Consolidated Statements of Income for 202](#id805e76726254d39945f14ec69ad2c5b_88)[2](#id805e76726254d39945f14ec69ad2c5b_88)[, 202](#id805e76726254d39945f14ec69ad2c5b_88)[1](#id805e76726254d39945f14ec69ad2c5b_88) [and 20](#id805e76726254d39945f14ec69ad2c5b_88)[20](#id805e76726254d39945f14ec69ad2c5b_88)[](#id805e76726254d39945f14ec69ad2c5b_88) | | | [41](#id805e76726254d39945f14ec69ad2c5b_88) | | |

| [Consolidated Statements of Comprehensive Income for 202](#id805e76726254d39945f14ec69ad2c5b_91)[2](#id805e76726254d39945f14ec69ad2c5b_91)[, 202](#id805e76726254d39945f14ec69ad2c5b_91)[1](#id805e76726254d39945f14ec69ad2c5b_91) [and 20](#id805e76726254d39945f14ec69ad2c5b_91)[20](#id805e76726254d39945f14ec69ad2c5b_91)[](#id805e76726254d39945f14ec69ad2c5b_91) | | | [42](#id805e76726254d39945f14ec69ad2c5b_91) | | |

| [Consolidated Statements of Shareholders’ Equity for 202](#id805e76726254d39945f14ec69ad2c5b_94)[2](#id805e76726254d39945f14ec69ad2c5b_94)[, 202](#id805e76726254d39945f14ec69ad2c5b_94)[1](#id805e76726254d39945f14ec69ad2c5b_94) [and 20](#id805e76726254d39945f14ec69ad2c5b_94)[20](#id805e76726254d39945f14ec69ad2c5b_94)[](#id805e76726254d39945f14ec69ad2c5b_94) | | | [43](#id805e76726254d39945f14ec69ad2c5b_94) | | |

| [Consolidated Statements of Cash Flows for 202](#id805e76726254d39945f14ec69ad2c5b_97)[2](#id805e76726254d39945f14ec69ad2c5b_97)[, 202](#id805e76726254d39945f14ec69ad2c5b_97)[1](#id805e76726254d39945f14ec69ad2c5b_97) [and 20](#id805e76726254d39945f14ec69ad2c5b_97)[20](#id805e76726254d39945f14ec69ad2c5b_97)[](#id805e76726254d39945f14ec69ad2c5b_97) | | | [44](#id805e76726254d39945f14ec69ad2c5b_97) | | |

| [Notes to Consolidated Financial Statements](#id805e76726254d39945f14ec69ad2c5b_100) | | | [45](#id805e76726254d39945f14ec69ad2c5b_100) | | |

[Table of Contents](#id805e76726254d39945f14ec69ad2c5b_7)

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Avery Dennison Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Avery Dennison Corporation and its subsidiaries (the “Company”) as of December 31, 2022 and January 1, 2022, and the related consolidated statements of income, of comprehensive income, of shareholders’ equity, and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and January 1, 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to

[Table of Contents](#id805e76726254d39945f14ec69ad2c5b_7)

accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

| --- | --- |

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

| --- | --- |

[removed: Disclosure] [added: *Disclosure] Controls and [removed: Procedures][added: Procedures*.]

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule [added: 13a-15(e) and 15d-15(e) of the Exchange Act).]

[added: *Management’s Report on Internal Control Over Financial Reporting.*] We are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule [added: 13a-15(f) and 15d-15(f) of the Exchange Act).]

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in [added: *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.]

Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of [removed: January 1,] [added: December 31,] 2022.

The effectiveness of our internal control over financial reporting as of [removed: January 1,] [added: December 31,] 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 [removed: our 2021 Annual Report, which is also incorporated herein by reference.][added: Item 8 of this Report.]

[added: *Changes in Internal Control over Financial Reporting.*] There have been no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

| --- | --- |

13a-15(e)

and

15d-15(e)

of the Exchange Act).

Management’s Report on Internal Control Over Financial Reporting.

13a-15(f)

15d-15(f)

Internal Control – Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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.

Changes in Internal Control over Financial Reporting.

| --- | --- |

[removed: PART III][added: PART III]

[Table of Contents](#id805e76726254d39945f14ec69ad2c5b_7)

| --- | --- |

The information concerning directors and corporate governance 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: 28, 2022] [added: 27, 2023] (our [removed: “2022] [added: “2023] 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 [removed: concerning executive officers] required by this Item [removed: appears, in part, on the next page of this report,] [added: concerning our Audit] and [added: Finance Committee] is [removed: also] incorporated by reference from our [removed: 2022] [added: 2023] Proxy Statement.

If applicable, information concerning any late filings under Section 16(a) of the Exchange Act is incorporated by reference from our [removed: annual proxy statement; no such information was applicable for the 2022] [added: 2023] Proxy Statement.

[removed: INFORMATION] [added: INFORMATION] ABOUT OUR EXECUTIVE [removed: OFFICERS][added: OFFICERS(1)]

| [removed: Name] [added: Name] and [removed: Position] [added: Position] | | [removed: Age] | | [removed: Executive] [added: | | Age | | | | | | Executive] Officer [removed: Since] [added: Since] | | [removed: Former] [added: | | | | Former] Positions within Past Five Years/ Officer Positions with Avery [removed: Dennison] [added: Dennison] | | | [added: | | | | | |]

| Mitchell R. Butier [added: Chairman and Chief Executive Officer] | | [removed: 50] | | [added: | | 51 | | | | | |] March 2007 | | [removed: 2016-2019] | | [added: | | 2019-2022 | | | | | | Chairman,] President and Chief Executive Officer | [added: | |]

| [removed: Chairman, President and] | | | | | | [added: | | | | | | | | |] 2015-2016 | | [added: | | | |] President and Chief Operating Officer | [added: | | | | |]

| [removed: Chief Executive Officer] | | | | | | [added: | | | | | | | | |] 2014-2015 | | [added: | | | |] President, Chief Operating Officer and [added: Chief Financial Officer] | [added: | | | | |]

| | | | | | | [added: | | | | | | | | |] 2010-2014 | | [added: | | | |] Senior Vice President and [added: Chief Financial Officer] | [added: | | | | |]

| | | | | | | [added: | | | | | | | | |] 2007-2010 | | [added: | | | |] Vice President, Global Finance and [added: Chief Accounting Officer] | [added: | | | | |]

| Gregory S. Lovins [added: Senior Vice President and Chief Financial Officer] | | [removed: 49] | | [added: | | 50 | | | | | |] March 2017 | | [added: | | | |] 2017 | | [added: | | | |] Vice President and Interim Chief [added: Financial Officer] | [added: | |]

| [added: | | | | | | | | | | | | | | | 2012-2018 | | | | | |] Senior Vice President and [removed: | | |] [added: Chief Information Officer, Xylem Inc.] | | | | | [removed: Financial Officer] |

| [removed: Chief Financial Officer] | | | | | | [added: | | | | | | | | |] 2016-2017 | | [added: | | | |] Vice President and Treasurer | [added: | | | | |]

| | | | | | | [added: | | | | | | | | |] 2011-2016 | | [added: | | | |] Vice President, Global Finance, [added: Materials Group] | [added: | | | | |]

| Deena Baker-Nel [added: Senior Vice President and Chief Human Resources Officer] | | [removed: 51] | | [added: | | 52 | | | | | |] September 2020 | | [removed: 2018-2020] | | [added: | | 2020-2022 | | | | | |] Vice [removed: President,] [added: President and Chief] Human [removed: Resources,] [added: Resources Officer] | [added: | |]

| [removed: Vice President and] | | | | | | | | [removed: LGM] | [added: | | | | | | 2008-2010 | | | | | | Vice President and Controller | | | | | |]

| [removed: Chief Human Resources Officer] | | | | | | [added: | | | | | | | | |] 2015-2018 | | [added: | | | |] Vice President, Human Resources, [added: RBIS] | [added: | | | | |]

| Lori J. Bondar [added: Vice President, Controller, Treasurer and Chief Accounting Officer] | | [removed: 61] | | [added: | | 62 | | | | | |] June 2010 | | [added: | | | |] 2010-2020 | | [added: | | | |] Vice President, Controller and Chief [added: Accounting Officer] | [added: | |]

| Nicholas Colisto [added: Senior Vice President and Chief Information Officer] | | [removed: 55] | | [added: | | 56 | | | | | |] September 2020 | | [removed: 2012-2018] | | [removed: Senior] [added: | | 2018-2022 | | | | | |] Vice President and [added: Chief Information Officer] | [added: | |]

| Deon Stander [added: President and Chief Operating Officer] | | [removed: 53] | | [added: | | 54 | | | | | |] August 2016 | | [removed: 2013-2015] | | [added: | | 2015-2022 | | | | | |] Vice President and General Manager, [added: RBIS] | [added: | |]

| [removed: Vice President and] | | | | | | | | [added: | | | | | | | 2013-2015 | | | | | | Vice President and General Manager,] Global Commercial and Innovation, [added: RBIS] | [added: | | | | |]

| | | | | | | [added: | | | | | | | | |] 2010-2012 | | [added: | | | |] Vice President and General Manager, [added: Global Commercial, RBIS] | [added: | | | | |]

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

| [removed: Vice President and] | | | | | | | | [removed: Counsel, Americas] | [added: | | | | | | 2018-2019 | | | | | | Vice President and Assistant General Counsel | | | | | |]

| [removed: Chief Legal Officer] | | | | | | [removed: 2018-2019] | | [removed: Vice] [added: | | | | | | | 2016-2019 | | | | | |] President and [removed: Assistant General] [added: Chief Executive Officer] | [added: | | | | |]

| | | | | | | [added: | | | | | | | | |] 2013-2017 | | [added: | | | |] Vice President and Assistant General [added: Counsel, RBIS] | [added: | | | | |]

[removed: | (1) | Executive] [added: (1)Executive] officers are generally elected on the date of our annual stockholder meeting to serve a one-year term and until their successors are duly elected and qualified. [removed: |]

The information concerning executive officers required by this Item appears, in part, as referenced below.

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

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

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

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

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

| | | | | | | | | | | | | | | | 2018-2020 | | | | | | Vice President, Human Resources, LGM | | | | | |

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

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

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

| Ignacio Walker Senior Vice President and Chief Legal Officer | | | | | | 46 | | | | | | September 2020 | | | | | | 2020-2022 | | | | | | Vice President and Chief Legal Officer | | |

______________________

[Table of Contents](#id805e76726254d39945f14ec69ad2c5b_7)

The information required by this Item concerning our Audit and Finance Committee is incorporated by reference from our 2022 Proxy Statement.

(1)

| | | | | | | | | |

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

| | | | | | | | | Chief Financial Officer |

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

| | | | | | | | | Materials Group |

| | | | | | | | | RBIS |

| Vice President, Controller, | | | | | | | | Accounting Officer |

| Treasurer and | | | | | | 2008-2010 | | Vice President and Controller |

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

| Vice President and | | | | | | | | Chief Information Officer, Xylem Inc. |

| Chief Information Officer | | | | | | | | |

| General Manager, RBIS | | | | | | | | RBIS |

| | | | | | | | | Global Commercial, RBIS |

| | | | | | | | | Counsel |

| | | | | | | | | Counsel, RBIS |

| --- | --- |

The information required by this Item is incorporated by reference from our [removed: 2022] [added: 2023] Proxy Statement.

| --- | --- |

The information required by this Item is incorporated by reference from our [removed: 2022] [added: 2023] Proxy Statement.

| --- | --- |

The information required by this Item is incorporated by reference from our [removed: 2022] [added: 2023] Proxy Statement.

| --- | --- |

The information required by this Item is incorporated by reference from our [removed: 2022] [added: 2023] Proxy Statement.

[removed: PART IV][added: PART IV]

[Table of Contents](#id805e76726254d39945f14ec69ad2c5b_7)

| --- | --- |

[removed: (a) Financial] [added: (a)Financial] Statements, Financial Statement Schedule and Exhibits

[removed: | | (1) | Financial] [added: (1)Financial] statements filed as part of this report are listed on the accompanying Index to Financial Statements. [removed: |]

[removed: | |] (2) [removed: |] 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. [removed: |]

[removed: | | (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. [removed: |]

[removed: (b) The] [added: (b)The] exhibits required to be filed by Item 601 of Regulation [added: S-K are set forth on the accompanying Exhibit Index.]

[removed: AVERY] [added: AVERY] DENNISON [removed: CORPORATION][added: CORPORATION]

| [removed: [Report] [added: 23† | | | | | | [Consent] of [added: PricewaterhouseCoopers LLP,] Independent Registered Public Accounting [removed: 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)] [added: Firm](https://www.sec.gov/Archives/edgar/data/8818/000000881823000002/ex-23avyx20221231x10k.htm)] | [added: | | | | | N/A | | | | | | N/A | | |]

[removed: EXHIBIT INDEX][added: EXHIBIT INDEX]

[removed: For] [added: For] the Year Ended [removed: January 1, 2022][added: December 31, 2022]

| [removed: Exhibit No.] [added: Exhibit No.] | | [removed: Exhibit Name] | | [removed: Originally] [added: | | Exhibit Name | | | | | | Originally] Filed as Exhibit [removed: No.] [added: No.] | | [removed: Filing (1)] | [added: | | | Filing(1) | | |]

| 2.1 | | [added: | | | |] [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) | | [added: | | | |] 2.1 | | [added: | | | |] Current Report on Form 8-K, filed July 30, 2021 | [added: | |]

| 3.1(i) | | [added: | | | |] [Amended and Restated Certificate of Incorporation, as filed on April 28, 2011 with the Office of Delaware Secretary of State](http://www.sec.gov/Archives/edgar/data/8818/000129993311001274/exhibit1.htm) | | [added: | | | |] 3.1 | | [added: | | | |] Current Report on Form 8-K, filed April 29, 2011 | [added: | |]

| 3.1(ii) | | [added: | | | |] [Amended and Restated Bylaws, effective as [removed: of December 7, 2017](http://www.sec.gov/Archives/edgar/data/8818/000110465917072528/a17-28196_1ex3d1ii.htm)] [added: of](https://www.sec.gov/Archives/edgar/data/8818/000119312522057997/d257292dex31.htm) [February 24](https://www.sec.gov/Archives/edgar/data/8818/000119312522057997/d257292dex31.htm)[, 20](https://www.sec.gov/Archives/edgar/data/8818/000119312522057997/d257292dex31.htm)[22](https://www.sec.gov/Archives/edgar/data/8818/000119312522057997/d257292dex31.htm)[](https://www.sec.gov/Archives/edgar/data/8818/000119312522057997/d257292dex31.htm)] | | [added: | | | |] 3.1(ii) | | [added: | | | |] Current Report on Form 8-K, filed [removed: December 8, 2017] [added: February 23, 2022] | [added: | |]

| 4.1 | | [added: | | | |] Indenture, dated as of March 15, 1991, between Registrant and Security Pacific National Bank, as Trustee (the “1991 Indenture”) | | [added: | | | |] 4.1 | | [added: | | | |] Registration Statement on Form S-3 (File No. 33-39491), filed March 19, 1991 | [added: | |]

| 4.2 | | [added: | | | |] First Supplemental Indenture, dated as of March 16, 1993, between Registrant and BankAmerica National Trust Company, as successor Trustee (the “Supplemental Indenture”) | | [added: | | | |] 4.4 | | [added: | | | |] Registration Statement on Form S-3 (File No. 33-59642), filed March 17, 1993 | [added: | |]

| 4.3 | | [added: | | | |] [Officers’ Certificate establishing a series of Securities entitled “Medium-Term Notes, Series C” under the 1991 Indenture, as amended by the Supplemental Indenture](http://www.sec.gov/Archives/edgar/data/8818/0000898430-95-000821.txt) | | [added: | | | |] 4.1 | | [added: | | | |] Current Report on Form 8-K, filed May 12, 1995 | [added: | |]

| 4.4 | | [added: | | | |] [Indenture, dated as of July 3, 2001, between Registrant and Chase Manhattan Bank and Trust Company, National Association, as trustee (the “2001 Indenture”)](http://www.sec.gov/Archives/edgar/data/8818/000095015001500424/a73918orex4-1.txt) | | [added: | | | |] 4.1 | | [added: | | | |] Registration Statement on Form S-3 (File No. 333-64558), filed July 3, 2001 | [added: | |]

| 4.5 | | [added: | | | |] [Officers’ Certificate establishing Securities entitled “6.000% Notes due 2033” under the 2001 Indenture](http://www.sec.gov/Archives/edgar/data/8818/000095015003000062/a87057exv4w2.txt) | | [added: | | | |] 4.2 | | [added: | | | |] Current Report on Form 8-K, filed January 16, 2003 | [added: | |]

| 4.6 | | [added: | | | |] [6.000% Notes Due 2033](http://www.sec.gov/Archives/edgar/data/8818/000095015003000062/a87057exv4w4.htm) | | [added: | | | |] 4.4 | | [added: | | | |] Current Report on Form 8-K, filed January 16, 2003 | [added: | |]

| 4.7 | | [added: | | | |] [Indenture, dated as of November 20, 2007, between Registrant and Bank of New York](http://www.sec.gov/Archives/edgar/data/8818/000095015007000050/a35886exv4w2.htm) | | [added: | | | |] 4.2 | | [added: | | | |] Current Report on Form 8-K, filed November 20, 2007 | [added: | |]

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

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

| 4.10 | | [added: | | | |] [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) | | [added: | | | |] 4.2 | | [added: | | | |] Current Report on Form 8-K, filed March 3, 2017 | [added: | |]

| 4.11 | | [added: | | | |] [Fifth 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)](http://www.sec.gov/Archives/edgar/data/8818/000110465918071629/a18-41196_1ex4d2.htm) | | [added: | | | |] 4.2 | | [added: | | | |] Current Report on Form 8-K, filed December 6, 2018 | [added: | |]

| 4.12 | | [added: | | | |] [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) | | [added: | | | |] 4.2 | | [added: | | | |] Current Report on Form 8-K, filed March 11, 2020 | [added: | |]

| 4.13 | | [added: | | | |] [Seventh 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)](http://www.sec.gov/Archives/edgar/data/8818/000119312521250382/d206178dex42.htm) | | [added: | | | |] 4.2 | | [added: | | | |] Current Report on Form 8-K filed on August 18, 2021 | [added: | |]

| 4.14 | | [added: | | | |] [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) | | [added: | | | |] 4.3 | | [added: | | | |] Current Report on Form 8-K filed on August 18, 2021 | [added: | |]

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

| 10.1 | | [removed: [Fifth Amended and Restated Credit] [added: | | | | [Amendment No. 2 to](https://www.sec.gov/Archives/edgar/data/8818/000119312523018210/d445993dex101.htm) [Credit] Agreement, dated as [removed: of February 13, 2020, by] [added: of](https://www.sec.gov/Archives/edgar/data/8818/000119312523018210/d445993dex101.htm) [January 24, 2023,](https://www.sec.gov/Archives/edgar/data/8818/000119312523018210/d445993dex101.htm) [by] and [removed: among Registrant, Bank] [added: among](https://www.sec.gov/Archives/edgar/data/8818/000119312523018210/d445993dex101.htm) [Avery Dennison Corporation, a Delaware corporation, as the borrower,](https://www.sec.gov/Archives/edgar/data/8818/000119312523018210/d445993dex101.htm) [Bank] of America, N.A., [removed: as administrative agent and the lenders party thereto](http://www.sec.gov/Archives/edgar/data/8818/000110465920021783/tm207995d1_ex10-1.htm)] [added: as](https://www.sec.gov/Archives/edgar/data/8818/000119312523018210/d445993dex101.htm) [the](https://www.sec.gov/Archives/edgar/data/8818/000119312523018210/d445993dex101.htm) [administrative](https://www.sec.gov/Archives/edgar/data/8818/000119312523018210/d445993dex101.htm) [agent,](https://www.sec.gov/Archives/edgar/data/8818/000119312523018210/d445993dex101.htm) [and the](https://www.sec.gov/Archives/edgar/data/8818/000119312523018210/d445993dex101.htm) [other](https://www.sec.gov/Archives/edgar/data/8818/000119312523018210/d445993dex101.htm) [lenders party](https://www.sec.gov/Archives/edgar/data/8818/000119312523018210/d445993dex101.htm) [thereto.](https://www.sec.gov/Archives/edgar/data/8818/000119312523018210/d445993dex101.htm)] | | [added: | | | |] 10.1 | | [added: | | | |] Current Report on Form 8-K, filed [removed: February 14, 2020] [added: January 30, 2023] | [added: | |]

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

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

| [removed: 10.5*] [added: 10.4*] | | [added: | | | |] [Amendment No. 1 to EVDCP](http://www.sec.gov/Archives/edgar/data/8818/000110465900000110/0001104659-00-000110.txt) | | [added: | | | |] 10.16.1 | | [added: | | | |] 1999 Annual Report on Form 10-K, filed March 30, 2000 | [added: | |]

| [removed: 10.6*] [added: 10.5*] | | [added: | | | |] [Amended and Restated 2005 Directors Variable Deferred Compensation Plan](http://www.sec.gov/Archives/edgar/data/8818/000095012311048393/v58917exv10w18w2.htm) | | [added: | | | |] 10.18.2 | | [added: | | | |] Quarterly Report on Form 10-Q, filed May 10, 2011 | [added: | |]

| [removed: 10.7*] [added: 10.6*] | | [added: | | | |] [Amended and Restated Stock Option and Incentive Plan (“Equity Plan”)](http://www.sec.gov/Archives/edgar/data/8818/000119312512106393/d262340ddef14a.htm#tx262340_65) | | [added: | | | |] A | | [added: | | | |] 2012 Proxy Statement on Schedule 14A, filed March 9, 2012 | [added: | |]

| [removed: 10.8*] [added: 10.7*] | | [added: | | | |] [First Amendment to Equity Plan](http://www.sec.gov/Archives/edgar/data/8818/000104746915001200/a2223154zex-10_20.htm) | | [added: | | | |] 10.20 | | [added: | | | |] 2014 Annual Report on Form 10-K, filed February 25, 2015 | [added: | |]

| [removed: 10.9*] [added: 10.8*] | | [added: | | | |] [2017 Incentive Award Plan (“2017 Plan”)](http://www.sec.gov/Archives/edgar/data/8818/000104746917001451/a2231126zdef14a.htm#AppB) | | [added: | | | |] B | | [added: | | | |] 2017 Proxy Statement on Schedule 14A, filed March 10, 2017 | [added: | |]

| [removed: 10.10*] [added: 10.9*] | | [added: | | | |] [Amended and Restated Annual Incentive Plan](http://www.sec.gov/Archives/edgar/data/8818/000110465920055617/avy-20200331xex10d1.htm) | | [added: | | | |] 10.1 | | [added: | | | |] Quarterly Report on Form 10-Q, filed May 1, 2020 | [added: | |]

| [removed: 10.11*] [added: 10.10*] | | [added: | | | |] [Complete Restatement and Amendment of Executive Deferred Retirement Plan (“EDRP”)](http://www.sec.gov/Archives/edgar/data/8818/0000898430-95-000424.txt) | | [added: | | | |] 10.28 | | [added: | | | |] 1994 Annual Report on Form 10-K, filed March 30, 1995 | [added: | |]

| [removed: 10.12*] [added: 10.11*] | | [added: | | | |] [Amendment No. 1 to EDRP](http://www.sec.gov/Archives/edgar/data/8818/000110465900000110/0001104659-00-000110.txt) | | [added: | | | |] 10.28.1 | | [added: | | | |] 1999 Annual Report on Form 10-K, filed March 30, 2000 | [added: | |]

| [removed: 10.13*] [added: 10.12*] | | [added: | | | |] [Amendment No. 2 to EDRP](http://www.sec.gov/Archives/edgar/data/8818/000102140802003030/dex10282.txt) | | [added: | | | |] 10.28.2 | | [added: | | | |] 2001 Annual Report on Form 10-K, filed March 4, 2002 | [added: | |]

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

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[Table of Contents](#id805e76726254d39945f14ec69ad2c5b_7)

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[Table of Contents](#id805e76726254d39945f14ec69ad2c5b_7)

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S-K

are set forth on the accompanying Exhibit Index.

INDEX TO FINANCIAL STATEMENTS

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

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| --- |

| Consolidated Financial Statements: |

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

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

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

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

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

| [Notes to Consolidated Financial 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 Reporting](https://www.sec.gov/Archives/edgar/data/8818/000119312522049910/d179463dex13.htm#ex13179463_20) |

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.

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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 |

| 13† | | [Portions of Annual Report to Shareholders for fiscal year ended January 1, 2022](https://www.sec.gov/Archives/edgar/data/8818/000119312522049910/d179463dex13.htm) | | N/A | | N/A |

| 23† | | [Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm](https://www.sec.gov/Archives/edgar/data/8818/000119312522049910/d179463dex23.htm) | | N/A | | N/A |

[removed: SIGNATURES][added: SIGNATURES]

| | | [added: | | | |] AVERY DENNISON CORPORATION | [added: | |]

| [added: | | |] By: | | [added: |] /s/ Gregory S. Lovins | [added: | |]

| | | [added: | | | |] Gregory S. Lovins | [added: | |]

| | | [added: | | | |] Senior Vice President and Chief Financial Officer | [added: | |]

Dated: February [removed: 23, 2022][added: 22, 2023]

[removed: POWER] [added: POWER] OF [removed: ATTORNEY][added: ATTORNEY]

[added: Walker,] and each of them, [added: with] full power [added: of substitution, his or her true] and [added: 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 [added: attorneys-in-fact or substitutes, or any of them, may lawfully do or cause to be done by virtue hereof.]

| [removed: Signature] [added: Signature] | | [removed: Title] | | [removed: Date] | [added: | Title | | | | | | Date | | |]

| /s/ Mitchell R. Butier [removed: Mitchell R. Butier] | | [removed: Chairman, President,] [added: | | | | Chairman] and Chief Executive Officer | | [added: | | | |] February [removed: 23, 2022] [added: 22, 2023] | [added: | |]

| /s/ Gregory S. Lovins [removed: Gregory S. Lovins] | | [added: | | | |] Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | [added: | | | |] February [removed: 23, 2022] [added: 22, 2023] | [added: | |]

| /s/ Lori J. Bondar [removed: Lori J. Bondar] | | [added: | | | |] Vice President, Controller, Treasurer and Chief Accounting Officer (Principal Accounting Officer) | | [added: | | | |] February [removed: 23, 2022] [added: 22, 2023] | [added: | |]

| /s/ Bradley A. Alford [removed: Bradley A. Alford] | | [added: | | | |] Director | | [added: | | | |] February [removed: 23, 2022] [added: 22, 2023] | [added: | |]

| /s/ Anthony K. Anderson [removed: Anthony K. Anderson] | | [added: | | | |] Director | | [added: | | | |] February [removed: 23, 2022] [added: 22, 2023] | [added: | |]

| /s/ Ken C. Hicks [removed: Ken C. Hicks] | | [added: | | | |] Director | | [added: | | | |] February [removed: 23, 2022] [added: 22, 2023] | [added: | |]

| /s/ Andres A. Lopez [removed: Andres A. Lopez] | | [added: | | | |] Director | | [added: | | | |] February [removed: 23, 2022] [added: 22, 2023] | [added: | |]

| /s/ Patrick T. Siewert [removed: Patrick T. Siewert] | | [added: | | | |] Director | | [added: | | | |] February [removed: 23, 2022] [added: 22, 2023] | [added: | |]

| /s/ Julia A. Stewart [removed: Julia A. Stewart] | | [added: | | | |] Director | | [added: | | | |] February [removed: 23, 2022] [added: 22, 2023] | [added: | |]

| /s/ Martha N. Sullivan [removed: Martha N. Sullivan] | | [added: | | | |] Director | | [added: | | | |] February [removed: 23, 2022] [added: 22, 2023] | [added: | |]

[Table of Contents](#id805e76726254d39945f14ec69ad2c5b_7)

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[Table of Contents](#id805e76726254d39945f14ec69ad2c5b_7)

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| Mitchell R. Butier | | | | | | | | | | | | | | |

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| Gregory S. Lovins | | | | | | | | | | | | | | |

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| Lori J. Bondar | | | | | | | | | | | | | | |

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| Bradley A. Alford | | | | | | | | | | | | | | |

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| Anthony K. Anderson | | | | | | | | | | | | | | |

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| Ken C. Hicks | | | | | | | | | | | | | | |

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| Andres A. Lopez | | | | | | | | | | | | | | |

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| Patrick T. Siewert | | | | | | | | | | | | | | |

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

| Julia A. Stewart | | | | | | | | | | | | | | |

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

| Martha N. Sullivan | | | | | | | | | | | | | | |

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

| /s/ William R. Wagner | | | | | | Director | | | | | | February 22, 2023 | | |

| William R. Wagner | | | | | | | | | | | | | | |

10-K

SUMMARY

| | | |

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

Walker, 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

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,

attorneys-in-fact

or substitutes, or any of them, may lawfully do or cause to be done by virtue hereof.

| | | | | |

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

| /s/ Mark J. Barrenechea Mark J. Barrenechea | | Director | | February 23, 2022 |