Item 2.02 Results of Operations and Financial Condition.

Avery Dennison Corporation's (the "Company's") press release, dated April 28, 2021, regarding the Company's preliminary, unaudited financial results for the first quarter of 2021 and updated guidance for the 2021 fiscal year and providing an update on the impact of the coronavirus/COVID-19 pandemic on the Company, is attached hereto as Exhibit 99.1 and is being furnished (not filed) with this Form 8-K.

The Company's supplemental presentation materials, dated April 28, 2021, regarding the Company's preliminary, unaudited financial review and analysis for the first quarter of 2021 and updated guidance for the 2021 fiscal year and providing an update on the impact of the coronavirus/COVID-19 pandemic on the Company, is attached hereto as Exhibit 99.2 and is being furnished (not filed) with this Form 8-K. The press release and presentation materials are also available on the Company's website at www.investors.averydennison.com.

The Company will discuss its preliminary, unaudited financial results during a webcast and teleconference to be held on April 28, 2021, at 1:00 p.m. ET. To access the webcast and teleconference, please go to the Company's website at www.investors.averydennison.com.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.





99.1          Press release, dated April 28, 2021, regarding the Company's
            preliminary, unaudited first quarter 2021 financial results.

99.2          Supplemental presentation materials, dated April 28, 2021, regarding
            the Company's preliminary, unaudited financial review and analysis for
            first quarter 2021.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of


                                      1995

Certain statements contained in this report on Form 8-K and in Exhibits 99.1 and 99.2 are forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements, and financial or other business targets, are subject to certain risks and uncertainties. The Company believes that the most significant risk factors that could affect its financial performance in the near-term include: (i) the impacts to underlying demand for the Company's products and/or foreign currency fluctuations from global economic conditions, political uncertainty, changes in environmental standards and governmental regulations, including as a result of the coronavirus/COVID-19 pandemic; (ii) competitors' actions, including pricing, expansion in key markets, and product offerings; (iii) 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; and (iv) the execution and integration of acquisitions.

Actual results and trends may differ materially from historical or anticipated results depending on a variety of factors, including but are not limited to, risks and uncertainties relating to the following:





  •   COVID-19




     •    International Operations - worldwide and local economic and market
          conditions; changes in political conditions; and fluctuations in foreign
          currency exchange rates and other risks associated with foreign
          operations, including in emerging markets




     •    The Company's Business - changes in the Company's markets due to
          competitive conditions, technological developments, environmental
          standards, laws and regulations, and customer preferences; fluctuations
          in demand

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         affecting sales to customers; execution and integration of acquisitions;
         selling prices; fluctuations in the cost and availability of raw
         materials and energy; the impact of competitive products and pricing;
         customer and supplier concentrations or consolidations; financial
         condition of distributors; outsourced manufacturers; product and service
         quality; timely development and market acceptance of new products,
         including sustainable or sustainably-sourced products; investment in
         development activities and new production facilities; successful
         implementation of new manufacturing technologies and installation of
         manufacturing equipment; the Company's ability to generate sustained
         productivity improvement; the Company's ability to achieve and sustain
         targeted cost reductions; and collection of receivables from customers




     •    Income Taxes - fluctuations in tax rates; changes in tax laws and
          regulations, and uncertainties associated with interpretations of such
          laws and regulations; retention of tax incentives; outcome of tax audits;
          and the realization of deferred tax assets




     •    Information Technology - disruptions in information technology systems,
          including cyber-attacks or other intrusions to network security;
          successful installation of new or upgraded information technology
          systems; and data security breaches




     •    Human Capital - recruitment and retention of employees; fluctuations in
          employee benefit costs; and collective labor arrangements




     •    The Company's Indebtedness - credit risks; the Company's ability to
          obtain adequate financing arrangements and maintain access to capital;
          volatility of financial markets; fluctuations in interest rates; and
          compliance with the Company's debt covenants




     •    Ownership of the Company's Stock - potential significant variability of
          the Company's stock price and amounts of future dividends and share
          repurchases




     •    Legal and Regulatory Matters - protection and infringement of
          intellectual property and impact of legal and regulatory proceedings,
          including with respect to environmental, health and safety,
          anti-corruption and trade compliance




     •    Other Financial Matters - fluctuations in pension costs and goodwill
          impairment

For a more detailed discussion of the more significant of these factors, see Part I, Item 1A. "Risk Factors" and Part II, Item 7. "Management's Discussion and Analysis of Results of Operations and Financial Condition" in the Company's 2020 Form 10-K, filed with the Securities and Exchange Commission on February 25, 2021. The forward-looking statements included in this Form 8-K are made only as of the date of this Form 8-K, and the Company undertakes no obligation to update these statements to reflect subsequent events or circumstances, other than as may be required by law.

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