Item 2.02 Results of Operations and Financial Condition.

Avery Dennison Corporation's (the "Company's") press release, dated July 28, 2021, announcing the Company's preliminary, unaudited financial results for the second quarter of 2021 and updated guidance for the 2021 fiscal year, as well as 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 July 28, 2021, regarding the Company's preliminary, unaudited financial review and analysis for the second quarter of 2021, updated guidance for the 2021 fiscal year and 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 July 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 7.01 Regulation FD Disclosure.

On July 28, 2021, the Company issued a press release announcing its entry into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, CB Velocity Holdings, LLC ("Vestcom"), Lobo Merger Sub, LLC ("Merger Sub") and Charlesbank Equity Fund VIII, Limited Partnership, pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Vestcom, with Vestcom surviving the merger as a wholly-owned subsidiary of the Company. A copy of the press release is attached to this Form 8-K as Exhibit 99.3 and incorporated herein by reference.

The information contained in this Form 8-K and the exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly stated by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.





99.1       Press release, dated July 28, 2021, announcing the Company's
         preliminary, unaudited financial results for the second quarter of 2021.


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

99.3       Press release, dated July 28, 2021, regarding the Company's entry into
         an agreement to acquire Vestcom.

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


                                      1995

Certain statements contained in this Form 8-K and the exhibits attached hereto 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-

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looking statements, and financial or other business targets, are subject to certain risks and uncertainties. Forward-looking statements also include those related to the acquisition of Vestcom, including its anticipated closing, benefits, financing and effect on the Company's long-term targets and future financial results.

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, including the pending acquisition of Vestcom.

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




     ?    The Vestcom acquisition - the Company's ability to complete the
          acquisition on the proposed terms or anticipated timeline, including
          risks and uncertainties related to securing the necessary regulatory
          approvals, financing and satisfaction of other closing conditions to
          complete the acquisition; the occurrence of any event, change or other
          circumstance that could give rise to the termination of the agreement
          related to the acquisition; significant transaction costs or unknown or
          inestimable liabilities; the risk of stockholder litigation in connection
          with the pending acquisition; risks related to future opportunities and
          plans for the combined company, including the uncertainty of expected
          future financial performance and results of the combined company after
          the acquisition closes; effects related to the announcement or completion
          of the acquisition on the market price of the Company's common stock; and
          the possibility that, if the Company does not achieve the perceived
          benefits of the acquisition as rapidly or to the extent anticipated by
          financial analysts or investors, the market price of the Company's common
          stock could decline




     ?    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 affecting sales to customers; execution and integration of
          acquisitions, including the pending acquisition of Vestcom; 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

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     ?    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 Financial Condition and Results of Operations" in the Company's 2020 Form 10-K, filed with the Securities and Exchange Commission on February 25, 2021, and subsequent quarterly reports on Form 10-Q. 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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