Avery Dennison (AVY) 10-K risk factor changes: FY2023 vs FY2022

[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 [added: have had in the past and] could [added: in the future] have a material adverse effect on our [removed: business.*][added: business.]

We have operations in [removed: over] [added: more than] 50 countries and our domestic and international operations are strongly influenced by matters beyond our control, including changes in political, social, economic and labor [removed: conditions,] [added: conditions (including governmental shutdowns),] tax laws (including U.S. taxes on foreign earnings), and international trade regulations (including tariffs), as well as the impact [removed: of] these changes [added: have] on [removed: the underlying] demand for our products.

In [removed: 2022,] [added: 2023,] approximately [removed: 72%] [added: 69%] of our net sales were from international operations.

Macroeconomic developments such as impacts from slower growth in [removed: the] geographic regions in which we operate; inflation; raw material, freight and labor [removed: availability; rising] [added: availability and cost;] energy costs; political, social, supply chain and other disruptions; [removed: COVID-19;] [added: epidemics, pandemics or other outbreaks of illness, disease or virus;] 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, [removed: reduced] [added: lower] consumer spending, [removed: declines in] [added: reduced] asset valuations, diminished liquidity and credit availability, volatility in securities prices, credit rating downgrades and fluctuations in foreign currency exchange rates.

In recent years, the U.S. government imposed [removed: additional] [added: or increased] tariffs on [added: various] products imported into the U.S. from China.

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

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[removed: There remains risk that] [added: However,] our business could be significantly impacted if additional tariffs or other restrictions are imposed on products.

[removed: Any of these] [added: These] actions or [removed: further] [added: other] developments in international trade relations could have a material adverse effect on our business.

In addition, business and operational disruptions or delays caused by political, social or economic instability and unrest – such as recent civil, political and economic disturbances in [removed: the U.S., Russia, Ukraine,] [added: Argentina,] Afghanistan, Syria, Iraq, [added: Yemen,] Iran, Turkey, North Korea, Hong Kong and Sri Lanka and the related impact on global stability, [added: the Russia-Ukraine war, the Israel-Hamas war,] terrorist attacks and the potential for other [removed: hostilities, public health crises] [added: hostilities] or natural disasters in various parts of the world – could contribute to a climate of economic and political uncertainty that [removed: in turn] could have a material adverse effect on our business.

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

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

The substantial majority of our net sales in [removed: 2022] [added: 2023] was in foreign currencies.

Fluctuations in [removed: currencies,] [added: currency exchange rates,] such as those associated with the [removed: euro] [added: Argentine peso] and Chinese [removed: yuan in 2022,] [added: renminbi] which had [removed: an] unfavorable [removed: impact for the year, can] [added: impacts in 2023, may] 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 decreased our net sales in [removed: 2022] [added: 2023] by approximately [removed: $417 million.][added: $58 million compared to the prior year.]

We monitor our foreign currency exposures and [removed: may, from time to time,] [added: may] use hedging instruments to mitigate transactional exposure to changes in foreign currencies.

The effectiveness of our hedges in part depends on our ability to accurately forecast [added: our] future cash flows, which is particularly difficult during periods of uncertain demand for our products and services and highly volatile [added: foreign currency] exchange rates.

[removed: Further,] [added: Our] hedging activities may offset only a portion, or none at all, of the material adverse financial effects of unfavorable movements in foreign [added: currency] exchange rates over the limited time the hedges are in place and we may incur significant losses from [removed: hedging activities due to factors such as demand volatility and foreign currency fluctuations.][added: these activities.]

[removed: *Our] [added: Our] strategy includes increased growth in emerging markets, including China, which [removed: could create] [added: creates] 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 40% [removed: of our net sales] in [removed: 2022] [added: 2023] – originated in emerging markets, [removed: including] [added: which includes] countries in Asia Pacific, Latin America, Eastern Europe and Middle East/Northern Africa.

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

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

Our ability to operate in China or other emerging markets [added: has been and] may [added: continue to] be adversely affected by changes in the laws and regulations of these jurisdictions or [removed: the] [added: their] interpretation thereof, including those relating to taxation, import and export tariffs, raw materials, environmental regulations, land use rights, property, foreign currency conversion, the regulation of private enterprises and other matters.

[removed: The pandemic and other adverse developments] [added: Difficulty] in [removed: emerging markets] [added: the collection of receivables as a result of economic conditions or other market factors] could have a material adverse effect on our [removed: business.][added: business.]

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

If we are unable to successfully expand our business in emerging markets or achieve the return on capital we expect [removed: as a result of] [added: from] our investments in these countries, our financial performance could be materially adversely affected.

In addition to the risks applicable to our international operations, factors that [removed: could] [added: have] negatively [removed: impact] [added: impacted] our operations in these emerging markets [added: from time to time] include the less established or reliable legal systems and possible disruptions due to unstable political [added: conditions, civil unrest or economic volatility.]

These factors [removed: could] [added: can] have a material adverse effect on our business [added: in the affected markets] by decreasing consumer purchasing power, reducing demand for our products or increasing our costs.

[removed: *Our] [added: Our] operations and activities outside of the U.S. [removed: may subject] [added: subjects] 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: 2022,] [added: 2023,] approximately [removed: 72%] [added: 69%] 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 [removed: with respect to] [added: in] our domestic [removed: operations;] [added: operations, including] changes in foreign political, regulatory and economic conditions, [removed: including] [added: whether] nationally, regionally [removed: and] [added: or] locally; changes in [removed: exchange rates for] foreign [removed: currencies;] [added: currency exchange rates;] inflation; reduced protection of intellectual property rights; laws and regulations impacting the ability to repatriate foreign earnings; challenges [removed: of] complying with [removed: 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 [removed: 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: *As] [added: As] a manufacturer, our sales and profitability depend upon the [removed: cost and] availability [added: and cost] 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 [removed: business and could materially adversely affect our business.*][added: business.]

Additionally, energy costs [removed: continued to increase in 2022, particularly in Europe, and could remain] [added: can be] volatile and unpredictable.

Shortages and inflationary or other increases in the costs of raw materials, labor, freight and energy [removed: remained significant] [added: have occurred] in [removed: 2022.][added: the past, and could recur.]

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

It is [added: also] important for us to obtain timely delivery of materials, equipment, and other resources from suppliers, and to make timely delivery to customers.

Any such [removed: continued or prolonged] disruption [removed: to] [added: in] our supply chain could [removed: negatively impact] [added: have a material adverse effect] on our sales and profitability, and any sustained [removed: interruption in our receipt of] [added: inability to obtain] adequate supplies could have a material adverse effect on our business.

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

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

We [removed: are at] [added: face the] risk that existing or new competitors, which include some of our customers, distributors, and suppliers, will expand in our key market segments or develop new technologies, enhancing their competitive position relative to ours.

The Russia-Ukraine war that began in February 2022 continued in 2023 and we maintained our position of not shipping products for the Russian market throughout the year.

In October 2023, the war between Israel and Hamas began.

Our sales in Israel in 2022 were less than 1% of our total net sales and have declined since the beginning of the war.

We have experienced some disruptions in our operations in Israel and implemented plans to address these disruptions, which included sourcing production from alternative locations while focusing on the continued safety of our Israeli employees and their families.

The impact of this war and any related hostilities in the Middle East region or elsewhere is unknown and could have a material adverse effect on our business.

Epidemics, pandemics or other outbreaks of illness, disease or virus and other adverse developments in emerging markets materially adversely affected our business at various times during the 2020-2023 period.

The markets for the raw materials used in our businesses are challenging and can be volatile, impacting raw material availability and pricing.

In 2021 and 2022, we implemented targeted price increases in our Materials Group reportable segment to address raw material inflation, which began moderating in 2023.

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

We may experience supply chain disruptions due to natural and other disasters or other events, or our existing relationships with suppliers could deteriorate or end in the future.

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In our Materials Group reportable segment, as supply chain constraints eased in 2022, customers increased inventory levels following a period of reduced availability.

In the fourth quarter of 2022, inventories downstream from our company began to unwind swiftly, resulting in lower demand.

This continued in 2023, with volume improving sequentially throughout the year.

Adverse weather conditions and natural disasters, including those related to the impacts of climate change, adversely affect our business.

There is continuing concern from members of the scientific community and the general public that GHG emissions and other human activities have or will cause significant changes in weather patterns and increase the frequency or severity of extreme weather events, including droughts, wildfires and flooding.

These types of extreme weather events have and may continue to adversely impact us, our suppliers, our customers and their ability to purchase our products and our ability to timely receive appropriate raw materials to manufacture and transport our products on a timely basis.

In 2023, we acquired Silver Crystal, Lion Brothers and Thermopatch for aggregate purchase consideration of approximately $231 million.

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assets, operations, functions and personnel.

We expended approximately $79 million in 2023 compared to $8 million for restructuring actions in 2022.

Our restructuring actions in 2023 included a restructuring plan to further optimize the European footprint of our Materials Group reportable segment.

We cannot provide assurance that we

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Research and development is complex and uncertain, requiring innovation and anticipation of market trends, which means that the costs of these expenditures may not be recovered through additional sales.

Our infrastructure needs impact our business and expenditures.

In addition, we added capacity through our acquisitions of Silver Crystal, Lion Brothers and Thermopatch in 2023.

Epidemics, pandemics or other outbreaks of illness, and restrictions intended to prevent their spread, could materially adversely impact our business.

Epidemics, pandemics or other outbreaks of illness, disease or virus in the markets in which we do business, and actions taken to contain or prevent their further spread, could materially impact our business, as they did at various times during the 2020-2023 period.

They could result in restrictive governmental measures being implemented to control their spread, including quarantines, restrictions on travel, “shelter in place” rules, stay-at-home orders, density limitations, social distancing measures, and/or restrictions on types of business that may continue to operate, which could materially adversely affect our business.

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We experience non-material cybersecurity events each year that are escalated through our documented and tested Security Incident Response Plan, and although we have not experienced a significant breach in recent years, the possibility of intrusion, tampering and theft cannot be eliminated entirely.

We also perform cybersecurity due diligence and mitigate identified risks during our M&A due diligence process; however, there is still a risk that a recent or future acquisition experiences an event that could lead to a breach before risks are able to be mitigated.

In addition to maintaining a robust set of endpoint, network, email and cloud security solutions, we continue to take steps to further improve the security of our networks and computer systems, including strengthening authentication; continuing to mature our zero trust architecture and strategy; furthering our advanced malware detection measures; further enhancing and testing our security incident response plan; upgrading legacy information technology systems to simplify and standardize business processes and applications; adopting a robust cloud security strategy across multiple platforms; continuously improving

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The timing and ultimate impact of such changes on our effective tax rate remain uncertain as the countries in which we operate continue to adopt these directives.

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This includes providing market-competitive compensation and benefits and ensuring a diverse, equitable and inclusive workplace.

Our ongoing productivity efforts and restructuring actions can increase this challenge.

When it comes to our outsourced service providers, we have experienced delays or errors and reduced resource availability and manage ongoing risk when it comes to people, processes and software.

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.

Margins on sales of our products in foreign countries could be materially adversely affected by foreign currency exchange rate fluctuations.

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

All of our manufacturing facilities are currently open, but, some of our employees are still unable to travel easily within and outside their countries.

In 2022, COVID-19 adversely affected global economies and financial markets primarily due to lockdowns in China, and 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 2021, with the spread of the Delta variant mid-year, we experienced intermittent COVID-19 closures in Southeast Asia, particularly in our Solutions Group reportable segment.

conditions, civil unrest or economic volatility.

The availability of raw materials used in our businesses remained constrained in 2022, which continued to present challenges and lead to volatility, impacting availability and pricing.

We continued to implement targeted price increases across our businesses and regions and worked to re-engineer certain of our products, to address raw material and freight inflation.

If inflation remains persistent in 2023, we may have to implement additional pricing measures.

In 2022, we experienced supply chain interruptions due to natural and other disasters which are becoming more frequent due to the impacts from climate change, or other events, such as COVID-19 in China and political and social unrest in Sri Lanka, energy shortages in multiple regions, and floods in Pakistan.

We continued managing through 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 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 ensure preparedness through robust scenario planning.

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.

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,

We expended approximately $8 million and $14 million for restructuring actions in 2022 and 2021, respectively, significantly less than in 2020 when we accelerated our restructuring activities.

In 2020, we implemented restructuring and investment actions across our businesses designed to increase profitability, with the reduction of positions and assets at numerous locations across our company, which included actions in Materials Group and Solutions Group.

The actions in Materials Group were primarily associated with the consolidations of its operations in North America and its graphics business in Europe, in part in response to COVID-19.

The actions in Solutions Group primarily related to global headcount and footprint reduction, with some actions accelerated and expanded in response to COVID-19.

Research and development is complex and uncertain, requiring innovation and anticipation of market trends.

In addition, we added capacity through our acquisitions of Textrace, Rietveld, JDC, ZippyYum and Vestcom.

The consolidation of Materials Group’s operations in North America and its graphics business in Europe, the global headcount and footprint reduction in Solutions Group and the temporary cost saving actions we implemented in 2020 to mitigate the impact of the downturn caused by COVID-19 are examples of these activities.

*Difficulty in the collection of receivables as a result of economic conditions or other market factors could have a material adverse effect on our business.*

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

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

Uncertainty surrounding the global health crisis remained elevated in certain countries during 2022 as parts of the world experienced increased number of COVID-19 cases at some point during the year.

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

We are unable to predict the full impact that COVID-19 will have on our business in 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 environment, including updating our scenario planning to reflect the evolving aspects of the pandemic.

Moreover, the

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.

This would result in an increase in our effective tax rate and could have a material adverse effect on our financial results.

Our information technology and infrastructure may become vulnerable to attacks by hackers or breached due

to employee error, malfeasance or other disruptions.

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 [removed: operations and] [added: operations,] should be read in conjunction with the Consolidated Financial Statements and related notes thereto, and includes the sections [removed: identified] [added: shown] below.

| [Non-GAAP Financial [removed: Measures](#id805e76726254d39945f14ec69ad2c5b_49)] [added: Measures](#if9d31eba223e4bf7b2b700df614629e4_49)] | | | [removed: [21](#id805e76726254d39945f14ec69ad2c5b_49)] [added: [22](#if9d31eba223e4bf7b2b700df614629e4_49)] | | |

| [Overview and [removed: Outlook](#id805e76726254d39945f14ec69ad2c5b_52)] [added: Outlook](#if9d31eba223e4bf7b2b700df614629e4_52)] | | | [removed: [22](#id805e76726254d39945f14ec69ad2c5b_52)] [added: [23](#if9d31eba223e4bf7b2b700df614629e4_52)] | | |

| [Analysis of Results of [removed: Operations](#id805e76726254d39945f14ec69ad2c5b_58)] [added: Operations](#if9d31eba223e4bf7b2b700df614629e4_58)] | | | [removed: [24](#id805e76726254d39945f14ec69ad2c5b_58)] [added: [26](#if9d31eba223e4bf7b2b700df614629e4_58)] | | |

| [Results of Operations by Reportable [removed: Segment](#id805e76726254d39945f14ec69ad2c5b_61)] [added: Segment](#if9d31eba223e4bf7b2b700df614629e4_61)] | | | [removed: [26](#id805e76726254d39945f14ec69ad2c5b_61)] [added: [27](#if9d31eba223e4bf7b2b700df614629e4_61)] | | |

| [Financial [removed: Condition](#id805e76726254d39945f14ec69ad2c5b_64)] [added: Condition](#if9d31eba223e4bf7b2b700df614629e4_64)] | | | [removed: [28](#id805e76726254d39945f14ec69ad2c5b_64)] [added: [29](#if9d31eba223e4bf7b2b700df614629e4_64)] | | |

| [Critical Accounting [removed: Estimates](#id805e76726254d39945f14ec69ad2c5b_67)] [added: Estimates](#if9d31eba223e4bf7b2b700df614629e4_67)] | | | [removed: [33](#id805e76726254d39945f14ec69ad2c5b_67)] [added: [34](#if9d31eba223e4bf7b2b700df614629e4_67)] | | |

| [Recent Accounting [removed: Requirements](#id805e76726254d39945f14ec69ad2c5b_70)] [added: Requirements](#if9d31eba223e4bf7b2b700df614629e4_70)] | | | [removed: [36](#id805e76726254d39945f14ec69ad2c5b_70)] [added: [37](#if9d31eba223e4bf7b2b700df614629e4_70)] | | |

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

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 [removed: investments] [added: investments, currency adjustments due to highly inflationary economies,] and other items), we believe that we are providing meaningful supplemental information that facilitates an understanding of our core operating results and liquidity measures.

currency* refers to the increase or decrease in net sales, excluding the estimated impact of foreign currency [removed: translation and] [added: translation,] the reclassification of sales between [removed: segments and,] [added: segments;] where applicable, an extra week in our fiscal [removed: year,] [added: year;] the calendar shift resulting from the extra week in the prior fiscal [removed: year] [added: 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 [removed: prior period] [added: prior-period] results translated at current period average exchange rates to exclude the effect of [added: foreign] currency fluctuations.

- [removed: *Free] [added: *Adjusted 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 [added: company-owned life insurance policies, plus proceeds from] sales of property, plant and equipment, plus (minus) net proceeds from insurance and sales (purchases) of investments.

[removed: Free] [added: Where applicable, adjusted free] cash flow is also adjusted [removed: for, where applicable,] [added: for] certain acquisition-related transaction costs.

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

[removed: We believe that operational] [added: | Operational] working [removed: capital] [added: capital,] as a percentage of annualized [removed: current quarter] [added: current-quarter] net sales [removed: assists investors in assessing our working capital][added: (B) ÷ (C) | | | | | | 12.5 | | % | | | | 12.9 | | % |]

[added: 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.

Our fiscal years generally consist of 52 weeks, but every fifth or sixth fiscal year consists of 53 weeks; our [removed: 2022] [added: 2023, 2022,] and 2021 fiscal years consisted of 52-week periods ending December [added: 30, 2023, December] 31, 2022 and January 1, 2022, respectively.

| [added: (In millions)] | | | | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Reported net sales change | | | | | | [removed: 8] [added: (8)] | | % | | | | [removed: 21] [added: 8] | | % |

| Foreign currency translation | | | | | | [removed: 6] [added: 1] | | | | | | [removed: (3)] [added: 6] | | |

| Sales change ex. currency(1) | | | | | | [removed: 13] [added: (7)] | | % | | | | [removed: 19] [added: 13] | | % |

| Organic sales change(1) | | | | | | [removed: 10] [added: (8)] | | % | | | | [removed: 16] [added: 10] | | % |

Net income [removed: increased] [added: decreased] from approximately [removed: $740] [added: $757] million in [removed: 2021] [added: 2022] to approximately [removed: $757] [added: $503] million in [removed: 2022.][added: 2023.]

The major factors affecting this [removed: increase] [added: decrease] were:

- The net [removed: benefit] [added: impact] of [removed: pricing, freight, energy] [added: pricing] and raw material [removed: costs, including material re-engineering][added: input costs]

[removed: - Lower transaction] [added: | Transaction] and related costs [added: | | | | | | 5.3 | | | | | | .3 | | | | | | 20.9 | | |]

- Lower volume [removed: due to] [added: driven primarily by] inventory destocking

[removed: - Unfavorable foreign] [added: | Foreign] currency translation [added: | | | | | | — | | | | | | 6 | | |]

[removed: Acquisitions][added: | Acquisitions | | | | | | (1) | | | | | | (4) | | |]

[removed: Subsequent to our fiscal year-end 2022, in January] [added: On March 6,] 2023, we [removed: entered into an agreement to acquire] [added: completed our business acquisition of] Thermopatch, [removed: Inc.,] [added: Inc. ("Thermopatch"),] a New York-based manufacturer specializing in labeling, [removed: embellishments,] [added: embellishments] and transfers for the sports, industrial laundry, workwear and hospitality industries.

[removed: We believe this acquisition will expand] [added: These acquisitions expanded] the product portfolio in our Solutions Group reportable segment.

2022 [added: Business] Acquisitions

In January 2022, we completed our [added: business] acquisitions of TexTrace AG ("TexTrace"), a Switzerland-based technology developer specializing in custom-made woven and knitted RFID products that can be sewn onto or inserted into garments, and 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 [added: and printing methods for performance brands and team sports in Europe.]

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Refer to Note [added: 2, “Business Acquisitions,” and Note] 4, “Debt,” to the Consolidated Financial Statements for more information.

The acquisitions of [removed: ZippyYum] [added: Silver Crystal, Lion Brothers] and [removed: JDC] [added: Thermopatch] are referred to collectively as the [removed: “Other 2021 Acquisitions.”][added: "2023 Acquisitions."]

The aggregate purchase [added: consideration, including purchase] consideration [added: payable,] for the [removed: Other 2021] [added: 2023] Acquisitions was approximately [removed: $43] [added: $231] million.

We funded the [removed: Other 2021] [added: 2023] Acquisitions using cash and commercial paper borrowings.

In addition to the cash paid at closing, the sellers in one of these acquisitions are eligible for earn-out payments of up to [removed: approximately $13 million] [added: $5 million,] subject to the acquired [removed: company’s achievement of] [added: company achieving] certain post-acquisition performance targets.

Reconciliations are provided in accordance with Regulation G and S-K and reconcile our non-GAAP financial measures with the most directly comparable GAAP financial measures.

We believe that operational working

| | | | | | | 2023 | | | | | | 2022 | | |

In 2023, net sales decreased on an organic basis primarily due to lower volume, partially offset by the impact of pricing actions.

- Higher restructuring charges

- Increase accrual for a legacy legal matter

- Argentine peso remeasurement loss

- Benefits from productivity initiatives, including temporary cost-saving actions, material re-engineering and savings from restructuring actions, net of transition costs

- Lower provision for income taxes

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Business Acquisitions

2023 Business Acquisitions

On November 23, 2023, we completed our business acquisition of Silver Crystal Group ("Silver Crystal"), a Canada-based provider of sports apparel customization and application solutions across in-venue, direct-to-business and e-commerce platforms.

On May 22, 2023, we completed our business acquisition of LG Group, Inc. ("Lion Brothers"), a Maryland-based designer and manufacturer of apparel brand embellishments.

The final allocations of purchase consideration for the 2023 Acquisitions to assets and liabilities are ongoing as we continue to evaluate certain balances, estimates and assumptions during the measurement period (up to one year from their respective acquisition date).

Consistent with the allowable time to complete our assessment, the valuation of certain acquired assets and liabilities, including environmental liabilities and income taxes, is currently pending finalization.

*2023 Actions*

In the third quarter of 2023, we approved a restructuring plan (the "2023 Plan") to further optimize the European footprint of our Materials Group reportable segment by reducing operations in a manufacturing facility in Belgium.

During 2023 we recorded $30.4 million in restructuring charges related to the 2023 Plan.

The activities related to the 2023 Plan are expected to be substantially completed by mid-2025.

We recorded $49.0 million in restructuring charges, net of reversals, related to other 2023 actions (collectively with the 2023 Plan, "2023 Actions").

These charges consisted of severance and related costs for the reduction of approximately 1,450 positions and asset impairment charges at numerous locations across our company.

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| Proceeds from company-owned life insurance policies | | | | | | 48.1 | | | | | | — | | | | | | — | | |

- We anticipate net sales to increase due to higher volume as our markets improve following significant inventory destocking downstream from our company in 2023, which we may partially offset with deflation-related pricing actions.

- We expect an insignificant impact to our full-year operating income from foreign currency translation, based on recent rates.

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Marketing, general and administrative expense decreased in 2023 compared to 2022 primarily due to benefits from productivity initiatives, including temporary cost-saving actions and savings from restructuring actions, net of transition costs, partially offset by higher employee-related costs and growth investments.

| Argentine peso remeasurement loss | | | | | | 29.9 | | | | | | — | | | | | | — | | |

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Interest expense increased by approximately $34.9 million in 2023 compared to 2022, primarily as a result of higher interest rates on borrowings and higher debt levels.

Other Non-Operating Expense (Income), Net

Other non-operating income increased in 2023 compared to 2022 due to higher interest income, primarily in Argentina.

| Income before taxes | | | | | | $ | 694.7 | | | | | $ | 999.3 | | | | | $ | 992.6 | |

Our effective tax rate in 2023 increased compared to 2022 primarily due to higher non-deductible expenses resulting from the impact of the Argentine peso remeasurement loss, higher tax charges from the recognition of uncertain tax positions in certain foreign jurisdictions, and lower U.S. federal return-to-provision benefits.

Many countries have enacted, or plan to enact, changes to their tax laws based on the Organization for Economic Cooperation and Development ("OECD") Base Erosion and Profit Shifting recommendations to implement a global minimum tax, namely the Pillar Two framework.

The first component of the Pillar Two framework is expected to be effective for our company in 2024, with a second component expected to be effective in 2025.

While we do not expect the implementation of a global minimum tax to have a material impact on our effective tax rate, our analysis is ongoing as the OECD continues to release additional guidance and countries implement legislation.

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| | | | | | | 2023 | | | | | | 2022 | | |

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

Segment Information

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 as described in Note 15, "Segment Information." We have recast prior periods to reflect our new operating structure.

| Extra week impact | | | | | | — | | | | | | 1 | | |

| Acquisitions and product line divestitures | | | | | | (4) | | | | | | (3) | | |

In 2021, net sales increased on an organic basis primarily due to higher volume/mix and recovery from the prior-year impact of COVID-19.

- Higher income from acquisitions, net of associated amortization of other intangibles

We expect to complete this acquisition in the first quarter of 2023.

and printing methods for performance brands and team sports in Europe.

Vestcom Acquisition

On August 31, 2021, we completed our acquisition of 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 purchase consideration of $1.47 billion.

We funded this acquisition using cash and proceeds from both commercial paper borrowings and issuances of senior notes.

Vestcom’s solutions expanded our position in high value categories and added channel access and data management capabilities to our Solutions Group reportable segment.

Other 2021 Acquisitions

On March 18, 2021, we completed our acquisition of the net assets of ZippyYum, LLC (“ZippyYum”), a California-based developer of software products used in the food service and food preparation industries.

This acquisition enhanced the product portfolio in our Solutions Group reportable segment.

On March 1, 2021, we completed our acquisition of the issued and outstanding stock of JDC Solutions, Inc. (“JDC”), a Tennessee-based manufacturer of pressure-sensitive specialty tapes.

This acquisition expanded the product portfolio in our Materials Group reportable segment.

During 2021, we recorded $13.3 million in restructuring charges, net of reversals, related to our 2019/2020 actions.

*Impact of Cost Reduction Actions*

- We expect net sales to increase by approximately 0% to 4%, in part reflecting a decrease of approximately 1% from the impact of foreign currency translation.

- We expect fixed and IT capital expenditures to be approximately $350 million.

Marketing, general and administrative expense increased in 2021 compared to 2020 primarily due to higher employee-related costs including the impact of acquisitions, growth investments, the impact of prior-year temporary cost reduction actions and unfavorable currency translation, partially offset by lower allowance for credit losses.

| Transaction and related costs | | | | | | .3 | | | | | | 20.9 | | | | | | 4.2 | | |

Interest expense in 2021 was comparable to 2020.

Our effective tax rate in 2021 increased compared to 2020 primarily due to lower benefits from decreases in certain tax reserves, including interest and penalties, as a result of closing tax years, and the tax charge related to certain legal proceeding, partially offset by higher benefits from return-to-provision adjustments related to our global intangible low-taxed income ("GILTI") exclusion elections in 2021.

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act ("IRA"), which, among other things, implemented a 15% corporate alternative minimum tax based on the adjusted financial statement income for certain large

corporations and a 1% excise tax on net share repurchases.

The minimum tax and the excise tax, if applicable, are effective for fiscal years beginning after December 31, 2022.

We do not expect the IRA to have a material impact on our financial position, results of operations or cash flows.

We will continue to monitor additional guidance from the Internal Revenue Service ("IRS").

| Acquisitions and product line divestitures | | | | | | — | | | | | | (1) | | |

Operating income increased in 2021 compared to 2020 compared to the same period last year primarily due to favorable volume/mix, lower restructuring charges, the Brazil indirect tax credit, favorable foreign currency translation and lower allowance for credit losses.

These benefits were partially offset by the net impact of higher sales prices, higher raw material costs, and higher freight costs, as well as higher employee-related costs.

| Foreign currency translation | | | | | | 4 | | | | | | (2) | | |

| Extra week impact | | | | | | — | | | | | | 2 | | |

In 2021, on an organic basis, net sales in the segment related to Intelligent Labels increased over 20%.

Net sales in the base business increased by a low double-digit rate, partially due to the recovery from the prior-period impact of COVID-19.

| Pension plan settlements and related charges | | | | | | — | | | | | | 1.6 | | | | | | .5 | | |

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

In both [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the VAR was estimated using a variance-covariance methodology.

The estimated maximum potential one-day loss in earnings for our foreign exchange positions and contracts was not significant at year-end [removed: 2022] [added: 2023] or [removed: 2021.][added: 2022.]

In [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] an assumed [removed: 12] [added: 41] and [removed: 9] [added: 12] 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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Avery Dennison Corporation (“Avery Dennison” or the [removed: “Company,” “Registrant,” or “Issuer,”] [added: “Company”] and generally referred to as “we” or “us”) was incorporated in Delaware in 1977 as Avery International Corporation, the successor corporation to a California corporation of the same name incorporated in 1946.

We serve an array of industries worldwide, including home and personal care, apparel, [added: general retail,] e-commerce, logistics, food and grocery, pharmaceuticals and automotive.

Our reportable segments for fiscal year [removed: 2022] [added: 2023] were:

In [removed: 2022,] [added: 2023,] our Materials Group and Solutions Group reportable segments [removed: made up] [added: comprised] approximately [removed: 72%] [added: 69%] and [removed: 28%,] [added: 31%,] respectively, of our total net sales.

In [removed: 2022,] [added: 2023,] international operations constituted a substantial majority of our business, representing approximately [removed: 72%] [added: 69%] of our net sales.

As of December [removed: 31, 2022,] [added: 30, 2023,] we operated [removed: nearly] [added: over] 200 manufacturing and distribution facilities in [removed: over] [added: more than] 50 countries.

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

Our label materials enhance shelf appeal for brands, inform [removed: shoppers] [added: shoppers, advance circularity, increase transparency, help reduce waste] and improve operational supply chain efficiency.

Our graphics [removed: solutions include a comprehensive] portfolio [removed: of] [added: offers] highly engineered materials that range from vehicle wraps to architectural [removed: products.][added: films.]

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

[added: Our] 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.

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

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Label 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, [removed: and] food [added: and logistics] market segments.

Self-adhesive materials are also used to convey variable information, such as [added: RFID inlays to enable digital identities on items and] bar codes for mailing or weight and price information for packaged [removed: meats and other foods.]

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

Our larger competitors in label materials include UPM Raflatac, a subsidiary of UPM Corporation; [added: Fedrigoni Self-Adhesives;] Lintec Corporation; [removed: Ritrama SpA, a subsidiary of the Fedrigoni Group;] Flexcon Corporation, Inc.; and [removed: various] [added: an array of smaller] regional and local companies.

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

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

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 Vestcom®\-brand shelf-edge [added: productivity and media] solutions.

As a large [removed: ultra high] [added: ultra-high] frequency RFID solutions provider, we leverage our [added: innovation and] data management capabilities, global [removed: supply chain] [added: footprint] and market access in [removed: continually advancing] [added: the ongoing advancement of] our intelligent labels [removed: platform.][added: business.]

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

We believe that our [added: product, process and solution innovation,] global distribution network, reliable service, product quality and consistency, and ability to serve customers consistently with comprehensive solutions close to where they [removed: manufacture] [added: manufacture, source and sell] are the key advantages in maintaining and further developing our competitive position.

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

Our innovation efforts focus on anticipating market and customer [removed: needs,] [added: challenges] and [added: opportunities, and] applying technology to address them.

[added: Our investment in innovation aims to accelerate] growth, expand margins and [removed: ensure] [added: enable] customer success by leveraging scalable innovation platforms and delivering sustainability initiatives and [removed: cutting-edge] [added: advanced] technologies.

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

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

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

During [removed: 2022,] [added: 2023,] we also made [removed: two] [added: one] venture [removed: investments] [added: investment] in [removed: companies] [added: a company] developing technological solutions that we believe have the potential to advance our businesses.

For information regarding our acquisitions, see Note 2, [removed: “Acquisitions,”] [added: “Business Acquisitions,”] in the Notes to Consolidated Financial Statements.

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

With approximately [removed: 72%] [added: 69%] of our [removed: 2022] [added: 2023] net sales originating outside the U.S. and approximately 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 [removed: over] [added: more than] 50 countries to best serve our customers.

Approximately 83% of our employees at year-end [removed: 2022] [added: 2023] were located outside the U.S. and approximately [removed: 67%] [added: 66%] were located in emerging markets.

Over [removed: 20,000] [added: 19,000] of our approximately [removed: 36,000] [added: 35,000] employees at year-end [removed: 2022,] [added: 2023,] representing approximately [removed: 57%] [added: 56%] of our global workforce, were in Asia Pacific, serving our customers in that region.

At that time, approximately [removed: 66%] [added: 65%] of our global workforce worked in the operations of our manufacturing facilities or in positions directly supporting them from other locations.

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

| Asia Pacific | | | [removed: 57] [added: 56] | | % |

| North America | | | [removed: 20] [added: 22] | | |

| Latin America | | | [removed: 5] [added: 4] | | |

We are a global materials science and digital identification solutions company that provides a wide range of branding and information solutions that optimize labor and supply chain efficiency, reduce waste, advance sustainability, circularity and transparency, and better connect brands and consumers.

Our products and solutions include labeling and functional materials, radio-frequency identification ("RFID") inlays and tags, software applications that connect the physical and digital, and a variety of products and solutions that enhance branded packaging and carry or display information that improves the customer experience.

Our innovative products include label materials, graphics and reflective materials and functional bonding materials, such as tapes.

meats and other foods.

Our Solutions Group is a leading global provider of information and branding products and solutions that cover a breadth of customer needs from digital identification and data management, branding and embellishment, as well as productivity, pricing and retail media.

We empower customers across multiple retail and industry segments to connect the physical and digital worlds, leveraging our industry-leading RFID solutions.

Our technology addresses complex customer challenges, provides transparency and visibility across supply chains, improves labor and waste efficiency, and enables better consumer experiences at the point of purchase and beyond.

Market segments served include the global apparel, logistics, food and grocery, and general retail industries.

As a global leader in materials science, we innovate to develop and introduce new products and solutions that help customers solve for some of the most complex problems in the industries we serve.

Our vision is to leverage the strengths of our Materials and Solutions businesses to lead at the intersection of the physical and digital worlds.

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and ink chemistries in Materials Group.

In 2023, we acquired Silver Crystal Group ("Silver Crystal"), a Canada-based provider of sports apparel customization and application solutions across in-venue, direct-to-business and e-commerce platforms; LG Group, Inc. ("Lion Brothers"), a Maryland-based designer and manufacturer of apparel brand embellishments; and Thermopatch, Inc. ("Thermopatch"), a New York-based manufacturer specializing in labeling, embellishments and transfers for the sports, industrial laundry, workwear and hospitality industries.

The aggregate purchase consideration for these 2023 acquisitions was approximately $231 million.

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In 2023, we reviewed pay equity (considering total base, annual incentive compensation and long term incentives) with respect to gender for all non-manufacturing employees globally, as well as manufacturing employees in the U.S. and certain other countries, and with respect to race/ethnicity for all U.S. employees.

With a focus on continuous improvement, in 2023 we launched our survey using a more advanced platform providing real-time access to results, improved analytics and ability to connect data throughout the employee experience, more meaningful comparisons to external benchmarks, and ongoing pulse survey capability.

Our diversity, equity and inclusion ("DEI") efforts are intended to foster an environment where employees can grow and be increasingly productive and innovative, enhancing our reputation as a great place to work and allowing us to attract and retain talent for the benefit of our stakeholders.

In 2023, we significantly increased the number of questions we asked around DEI in our annual employee engagement survey.

By aligning to external best practice questions, we can more deeply understand our DEI progress and opportunities.

Our DEI global strategic pillars of focus continue to be: increasing the number of women who hold leadership positions; enhancing the experience of our manufacturing employees; increasing representation and inclusion for underrepresented groups, with priority populations and actions established regionally; and making merit and transparency even more foundational to our employee experience.

ERGs, which are open to all employees, bring team members who have shared interests, providing them a means to collectively amplify their voices.

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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.

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.

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.

may be pressed or rolled into place.

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.

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.

As a global leader in materials science, we seek out opportunities in the markets we serve and innovate to develop and introduce new products and solutions.

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

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

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.

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

ERGs bring together employees who have shared interests and a common desire to make our company a more open and inclusive workplace.

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

Our ERGs currently include 24 groups focused on driving inclusion and advancement for women, employees of color, LGBTQ+ employees, veterans and others.

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

In 2020, we expanded our review to include U.S. race/ethnicity in addition to gender globally, and in 2021, further increased the scope to include non-managerial professional employees as well as manufacturing employees in the U.S. In 2022, we expanded our analysis beyond base compensation to include target bonus compensation.

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.

We want all our employees to strive to be their best and feel that they have the support necessary to deliver strong results for themselves and our company.

In 2021 and the early part of 2022, we actively managed through a dynamic supply and demand environment in which demand across the majority of our businesses and regions was strong while supply chains were tight and raw material, freight and labor availability was constrained.

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For the fiscal year ended December [removed: 31, 2022] [added: 30, 2023] or

Indicate by [removed: a] check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Indicate by [removed: a] check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Indicate by check mark whether the registrant has filed a report on and attestation [added: to] its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 [removed: U.S.C] [added: U.S.C.] 7262(b)) by the registered public accounting firm that prepared or issued its audit report.x

The aggregate market value of voting and non-voting common equity held by non-affiliates as of July [removed: 2, 2022,] [added: 1, 2023,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $13.3] [added: $13.7] billion.

Number of shares of common stock, $1 par value, outstanding as of January [removed: 28, 2023,] [added: 27, 2024,] the end of the registrant’s most recent fiscal month: [removed: 80,824,942.][added: 80,508,663.]

| Portions of Definitive Proxy Statement for Annual Meeting of Stockholders to be held on April [removed: 27, 2023] [added: 25, 2024] | | | | | | Parts III, IV | | |

FISCAL YEAR [removed: 2022] [added: 2023] ANNUAL REPORT ON FORM 10-K

| [Item [removed: 1.](#id805e76726254d39945f14ec69ad2c5b_16)] [added: 1.](#if9d31eba223e4bf7b2b700df614629e4_16)] | | | [removed: [Business](#id805e76726254d39945f14ec69ad2c5b_16)] [added: [Business](#if9d31eba223e4bf7b2b700df614629e4_16)] | | | [removed: [2](#id805e76726254d39945f14ec69ad2c5b_16)] [added: [2](#if9d31eba223e4bf7b2b700df614629e4_16)] | | |

| [Item [removed: 1A.](#id805e76726254d39945f14ec69ad2c5b_19)] [added: 1A.](#if9d31eba223e4bf7b2b700df614629e4_19)] | | | [Risk [removed: Factors](#id805e76726254d39945f14ec69ad2c5b_19)] [added: Factors](#if9d31eba223e4bf7b2b700df614629e4_19)] | | | [removed: [6](#id805e76726254d39945f14ec69ad2c5b_19)] [added: [7](#if9d31eba223e4bf7b2b700df614629e4_19)] | | |

| [Item [removed: 1B.](#id805e76726254d39945f14ec69ad2c5b_22)] [added: 1B.](#if9d31eba223e4bf7b2b700df614629e4_22)] | | | [Unresolved Staff [removed: Comments](#id805e76726254d39945f14ec69ad2c5b_22)] [added: Comments](#if9d31eba223e4bf7b2b700df614629e4_22)] | | | [removed: [17](#id805e76726254d39945f14ec69ad2c5b_22)] [added: [17](#if9d31eba223e4bf7b2b700df614629e4_22)] | | |

| [Item [removed: 2.](#id805e76726254d39945f14ec69ad2c5b_25)] [added: 2.](#if9d31eba223e4bf7b2b700df614629e4_25)] | | | [removed: [Properties](#id805e76726254d39945f14ec69ad2c5b_25)] [added: [Properties](#if9d31eba223e4bf7b2b700df614629e4_25)] | | | [removed: [18](#id805e76726254d39945f14ec69ad2c5b_25)] [added: [19](#if9d31eba223e4bf7b2b700df614629e4_25)] | | |

| [Item [removed: 3.](#id805e76726254d39945f14ec69ad2c5b_28)] [added: 3.](#if9d31eba223e4bf7b2b700df614629e4_28)] | | | [Legal [removed: Proceedings](#id805e76726254d39945f14ec69ad2c5b_28)] [added: Proceedings](#if9d31eba223e4bf7b2b700df614629e4_28)] | | | [removed: [18](#id805e76726254d39945f14ec69ad2c5b_28)] [added: [19](#if9d31eba223e4bf7b2b700df614629e4_28)] | | |

| [Item [removed: 4.](#id805e76726254d39945f14ec69ad2c5b_31)] [added: 4.](#if9d31eba223e4bf7b2b700df614629e4_31)] | | | [Mine Safety [removed: Disclosures](#id805e76726254d39945f14ec69ad2c5b_31)] [added: Disclosures](#if9d31eba223e4bf7b2b700df614629e4_31)] | | | [removed: [18](#id805e76726254d39945f14ec69ad2c5b_31)] [added: [19](#if9d31eba223e4bf7b2b700df614629e4_31)] | | |

| [Item [removed: 5.](#id805e76726254d39945f14ec69ad2c5b_37)] [added: 5.](#if9d31eba223e4bf7b2b700df614629e4_37)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#id805e76726254d39945f14ec69ad2c5b_37)] [added: Securities](#if9d31eba223e4bf7b2b700df614629e4_37)] | | | [removed: [19](#id805e76726254d39945f14ec69ad2c5b_37)] [added: [20](#if9d31eba223e4bf7b2b700df614629e4_37)] | | |

| [Item [removed: 6.](#id805e76726254d39945f14ec69ad2c5b_40)] [added: 6.](#if9d31eba223e4bf7b2b700df614629e4_40)] | | | [removed: [Reserved](#id805e76726254d39945f14ec69ad2c5b_40)] [added: [Reserved](#if9d31eba223e4bf7b2b700df614629e4_40)] | | | [removed: [20](#id805e76726254d39945f14ec69ad2c5b_40)] [added: [21](#if9d31eba223e4bf7b2b700df614629e4_40)] | | |

| [Item [removed: 7.](#id805e76726254d39945f14ec69ad2c5b_43)] [added: 7.](#if9d31eba223e4bf7b2b700df614629e4_43)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#id805e76726254d39945f14ec69ad2c5b_43)] [added: Operations](#if9d31eba223e4bf7b2b700df614629e4_43)] | | | [removed: [21](#id805e76726254d39945f14ec69ad2c5b_43)] [added: [22](#if9d31eba223e4bf7b2b700df614629e4_43)] | | |

| [Item [removed: 7A.](#id805e76726254d39945f14ec69ad2c5b_76)] [added: 7A.](#if9d31eba223e4bf7b2b700df614629e4_73)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#id805e76726254d39945f14ec69ad2c5b_76)] [added: Risk](#if9d31eba223e4bf7b2b700df614629e4_73)] | | | [removed: [36](#id805e76726254d39945f14ec69ad2c5b_76)] [added: [37](#if9d31eba223e4bf7b2b700df614629e4_73)] | | |

| [Item [removed: 8](#id805e76726254d39945f14ec69ad2c5b_79)] [added: 8](#if9d31eba223e4bf7b2b700df614629e4_76)] | | | [Financial Statements and Supplementary [removed: Data](#id805e76726254d39945f14ec69ad2c5b_79)] [added: Data](#if9d31eba223e4bf7b2b700df614629e4_76)] | | | [removed: [37](#id805e76726254d39945f14ec69ad2c5b_79)] [added: [39](#if9d31eba223e4bf7b2b700df614629e4_76)] | | |

| [Item [removed: 9.](#id805e76726254d39945f14ec69ad2c5b_163)] [added: 9.](#if9d31eba223e4bf7b2b700df614629e4_154)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#id805e76726254d39945f14ec69ad2c5b_163)] [added: Disclosure](#if9d31eba223e4bf7b2b700df614629e4_154)] | | | [removed: [78](#id805e76726254d39945f14ec69ad2c5b_163)] [added: [82](#if9d31eba223e4bf7b2b700df614629e4_154)] | | |

| [Item [removed: 9A.](#id805e76726254d39945f14ec69ad2c5b_166)] [added: 9A.](#if9d31eba223e4bf7b2b700df614629e4_157)] | | | [Controls and [removed: Procedures](#id805e76726254d39945f14ec69ad2c5b_166)] [added: Procedures](#if9d31eba223e4bf7b2b700df614629e4_157)] | | | [removed: [78](#id805e76726254d39945f14ec69ad2c5b_166)] [added: [82](#if9d31eba223e4bf7b2b700df614629e4_157)] | | |

| [Item [removed: 9B.](#id805e76726254d39945f14ec69ad2c5b_169)] [added: 9B.](#if9d31eba223e4bf7b2b700df614629e4_160)] | | | [Other [removed: Information](#id805e76726254d39945f14ec69ad2c5b_169)] [added: Information](#if9d31eba223e4bf7b2b700df614629e4_160)] | | | [removed: [78](#id805e76726254d39945f14ec69ad2c5b_169)] [added: [82](#if9d31eba223e4bf7b2b700df614629e4_160)] | | |

| [Item [removed: 9C.](#id805e76726254d39945f14ec69ad2c5b_172)] [added: 9C.](#if9d31eba223e4bf7b2b700df614629e4_163)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#id805e76726254d39945f14ec69ad2c5b_172)] [added: Inspections](#if9d31eba223e4bf7b2b700df614629e4_163)] | | | [removed: [78](#id805e76726254d39945f14ec69ad2c5b_172)] [added: [82](#if9d31eba223e4bf7b2b700df614629e4_163)] | | |

| [Item [removed: 10.](#id805e76726254d39945f14ec69ad2c5b_178)] [added: 10.](#if9d31eba223e4bf7b2b700df614629e4_169)] | | | [Directors, Executive [removed: Officers](#id805e76726254d39945f14ec69ad2c5b_178) [and] [added: Officers and] Corporate [removed: Governance](#id805e76726254d39945f14ec69ad2c5b_178)] [added: Governance](#if9d31eba223e4bf7b2b700df614629e4_169)] | | | [removed: [79](#id805e76726254d39945f14ec69ad2c5b_178)] [added: [83](#if9d31eba223e4bf7b2b700df614629e4_169)] | | |

| [Item [removed: 11.](#id805e76726254d39945f14ec69ad2c5b_181)] [added: 11.](#if9d31eba223e4bf7b2b700df614629e4_172)] | | | [Executive [removed: Compensation](#id805e76726254d39945f14ec69ad2c5b_181)] [added: Compensation](#if9d31eba223e4bf7b2b700df614629e4_172)] | | | [removed: [80](#id805e76726254d39945f14ec69ad2c5b_181)] [added: [85](#if9d31eba223e4bf7b2b700df614629e4_172)] | | |

| [Item [removed: 12.](#id805e76726254d39945f14ec69ad2c5b_184)] [added: 12.](#if9d31eba223e4bf7b2b700df614629e4_175)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#id805e76726254d39945f14ec69ad2c5b_184)] [added: Matters](#if9d31eba223e4bf7b2b700df614629e4_175)] | | | [removed: [80](#id805e76726254d39945f14ec69ad2c5b_184)] [added: [85](#if9d31eba223e4bf7b2b700df614629e4_175)] | | |

| [Item [removed: 13.](#id805e76726254d39945f14ec69ad2c5b_187)] [added: 13.](#if9d31eba223e4bf7b2b700df614629e4_178)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#id805e76726254d39945f14ec69ad2c5b_187)] [added: Independence](#if9d31eba223e4bf7b2b700df614629e4_178)] | | | [removed: [80](#id805e76726254d39945f14ec69ad2c5b_187)] [added: [85](#if9d31eba223e4bf7b2b700df614629e4_178)] | | |

| [Item [removed: 14.](#id805e76726254d39945f14ec69ad2c5b_190)] [added: 14.](#if9d31eba223e4bf7b2b700df614629e4_181)] | | | [Principal Accountant Fees and [removed: Services](#id805e76726254d39945f14ec69ad2c5b_190)] [added: Services](#if9d31eba223e4bf7b2b700df614629e4_181)] | | | [removed: [80](#id805e76726254d39945f14ec69ad2c5b_190)] [added: [85](#if9d31eba223e4bf7b2b700df614629e4_181)] | | |

| [Item [removed: 15.](#id805e76726254d39945f14ec69ad2c5b_196)] [added: 15.](#if9d31eba223e4bf7b2b700df614629e4_187)] | | | [Exhibit and Financial Statement [removed: Schedules](#id805e76726254d39945f14ec69ad2c5b_196)] [added: Schedules](#if9d31eba223e4bf7b2b700df614629e4_187)] | | | [removed: [81](#id805e76726254d39945f14ec69ad2c5b_196)] [added: [86](#if9d31eba223e4bf7b2b700df614629e4_187)] | | |

| [Item [removed: 16.](#id805e76726254d39945f14ec69ad2c5b_199)] [added: 16.](#if9d31eba223e4bf7b2b700df614629e4_190)] | | | [Form 10-K [removed: Summary](#id805e76726254d39945f14ec69ad2c5b_199)] [added: Summary](#if9d31eba223e4bf7b2b700df614629e4_190)] | | | [removed: [85](#id805e76726254d39945f14ec69ad2c5b_199)] [added: [90](#if9d31eba223e4bf7b2b700df614629e4_190)] | | |

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) [removed: the cost and availability of raw materials; (iii)] competitors’ actions, including pricing, expansion in key markets, and product offerings; [added: (iii) the cost and availability of raw materials;] (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.

Certain risks and uncertainties are discussed in more detail under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K for the fiscal year ended December [removed: 31, 2022.][added: 30, 2023.]

- International Operations – worldwide [removed: and local economic] [added: economic, social, political] and market conditions; changes in political conditions, including those related to [removed: China] [added: China, the Russia-Ukraine war, the Israel-Hamas war] and [removed: those] related [removed: to] [added: hostilities in] the [removed: Russian invasion of Ukraine; and] [added: Middle East;] fluctuations in foreign currency exchange [removed: rates] [added: rates;] and other risks associated with [removed: foreign] [added: international] operations, including in emerging markets

- Our Business – fluctuations in demand affecting sales to customers; fluctuations in the cost and availability of raw materials and energy; changes in our markets due to competitive conditions, technological developments, [removed: environmental standards,] laws and regulations, [added: tariffs] and customer preferences; [added: increasing environmental standards;] the impact of competitive products and pricing; execution and integration of acquisitions; selling prices; customer and supplier concentrations or consolidations; financial condition of distributors; outsourced manufacturers; product and service quality; [added: restructuring and other productivity actions;] 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; our ability to generate sustained productivity improvement; our ability to achieve and sustain targeted cost reductions; collection of receivables from customers; our [removed: environmental, social] [added: sustainability] and governance practices; and [removed: impacts from COVID-19][added: epidemics, pandemics or other outbreaks of illness]

- Information Technology – disruptions in information technology [removed: systems or data security breaches, including cyber-attacks] [added: systems, cyber attacks] or other [removed: intrusions to network security;] [added: security breaches;] and successful installation of new or upgraded information technology systems

- Our Indebtedness – credit risks; our ability to obtain adequate financing arrangements and maintain access to capital; fluctuations in interest rates; volatility [removed: of] [added: in] financial markets; and compliance with our debt covenants

- Legal and Regulatory Matters – protection and infringement of intellectual property; impact of legal and regulatory proceedings, including with respect to environmental, [added: compliance and] anti-corruption, [added: environmental,] health and safety, and trade compliance

Our forward-looking statements are made only as of February [removed: 22, 2023.][added: 21, 2024.]

[Table of Contents](#if9d31eba223e4bf7b2b700df614629e4_7)

| [PART I](#if9d31eba223e4bf7b2b700df614629e4_13) | | | | | | | | |

| [I](#if9d31eba223e4bf7b2b700df614629e4_654)[tem 1C.](#if9d31eba223e4bf7b2b700df614629e4_654) | | | [C](#if9d31eba223e4bf7b2b700df614629e4_654)[ybersecurity](#if9d31eba223e4bf7b2b700df614629e4_654) | | | [18](#if9d31eba223e4bf7b2b700df614629e4_654) | | |

| [PART II](#if9d31eba223e4bf7b2b700df614629e4_34) | | | | | | | | |

| [PART III](#if9d31eba223e4bf7b2b700df614629e4_166) | | | | | | | | |

| [PART IV](#if9d31eba223e4bf7b2b700df614629e4_184) | | | | | | | | |

| | | | [Signatures](#if9d31eba223e4bf7b2b700df614629e4_193) | | | [91](#if9d31eba223e4bf7b2b700df614629e4_193) | | |

| | | | [Power of Attorney](#if9d31eba223e4bf7b2b700df614629e4_196) | | | [92](#if9d31eba223e4bf7b2b700df614629e4_196) | | |

[Table of Contents](#if9d31eba223e4bf7b2b700df614629e4_7)

[Table of Contents](#if9d31eba223e4bf7b2b700df614629e4_7)

| [PART I](#id805e76726254d39945f14ec69ad2c5b_13) | | | | | | | | |

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

| [PART III](#id805e76726254d39945f14ec69ad2c5b_175) | | | | | | | | |

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

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

| | | | [Power of Attorney](#id805e76726254d39945f14ec69ad2c5b_205) | | | [87](#id805e76726254d39945f14ec69ad2c5b_205) | | |

[Table of [removed: Contents](#id805e76726254d39945f14ec69ad2c5b_7)][added: Contents](#if9d31eba223e4bf7b2b700df614629e4_7)]

Cybersecurity Risk Management and Strategy

Our cybersecurity risk management ("CSRM") program, which is designed to protect the confidentiality, integrity and availability of our critical systems and information, includes a comprehensive cybersecurity incident response plan.

We design and assess our program based on the ISO 27000 and the National Institute of Standards and Technology (NIST) SP-800 and Cybersecurity Framework ("CSF").

We use these frameworks to help us identify, assess and manage cybersecurity risks relevant to our business.

It is not intended to suggest that we meet any particular technical standards, specifications or requirements.

Our CSRM program complements our overall enterprise risk management program, using similar methodologies and governance processes to identify risks and mitigating strategies.

Our CSRM program includes risk assessments designed to help identify potentially material cybersecurity risks to our critical systems, information, products and services, as well as our broader enterprise IT environment; an IT security team principally responsible for managing our cybersecurity risk assessment processes, security controls and response to any cybersecurity events; the use of third party experts and service providers, where appropriate, to assess, test and otherwise assist with protecting our security environment; cybersecurity awareness training for our employees and further training for our incident response personnel and senior management; a cybersecurity incident response plan that includes procedures for assessing and coordinating our response to cybersecurity events; and a third-party risk management process for service providers, suppliers and vendors.

We have not experienced cybersecurity events that have materially affected our operations, results of operations, or financial condition.

However, we face certain ongoing risks from cybersecurity threats that, if realized, would be reasonably likely to materially affect us, including our operations, results of operations, or financial condition.

Risks and uncertainties related to cybersecurity are discussed in greater detail under “Risks Related to Information Technology” in Item 1A of this report.

Cybersecurity Governance

Our Board of Directors (our “Board”) considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee primary responsibility for overseeing our CSRM program and engaging with management on cybersecurity and other risks related to our IT controls and security at least twice per year.

Management updates the Audit Committee, if and as needed, regarding any significant cybersecurity events, as well as events that may have had lesser potential impact.

In addition to reports from its Chair on the Audit Committee's discussions on cybersecurity, our Board members receive periodic presentations on cybersecurity topics from our Chief Information Officer and our Information Security Officer ("ISO") as part of their continuing education on risks impacting public companies.

Our cybersecurity leadership team ("CSLT"), which includes leaders accountable for security operations, incident response, risk and compliance, data security, application security, digital solutions security, vulnerability management and operational technology security, is responsible for assessing and managing our risks from cybersecurity threats.

The team has primary responsibility for our overall CSRM program and supervises both our internal cybersecurity personnel and our external cybersecurity consultants.

Information security personnel maintain a variety of technical and managerial security certifications and have broad security experience in manufacturing, finance, software and IT environments.

The CSLT supervises our efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through a variety of means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants; and reports from cybersecurity systems deployed in our IT environment.

[Table of Contents](#if9d31eba223e4bf7b2b700df614629e4_7)

As of December [removed: 31, 2022,] [added: 30, 2023,] we operated manufacturing facilities in excess of 100,000 square feet in the reportable segments and locations listed below.

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

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

| [removed: Domestic] [added: U.S.] | | | New Century, Kansas and Miamisburg, Ohio | | |

| [removed: Foreign] [added: Non-U.S.] | | | Dhaka, Bangladesh; [added: Guangzhou,] Nansha, Panyu, and Suzhou, China; Bufalo, Honduras; Ancarano, Italy; Kulim, Malaysia; and Long An Province, Vietnam | | |

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

[Table of [removed: Contents](#id805e76726254d39945f14ec69ad2c5b_7)][added: Contents](#if9d31eba223e4bf7b2b700df614629e4_7)]

We did not sell securities in any unregistered transactions during fiscal year [removed: 2022.][added: 2023.]

We had [removed: 3,799] [added: 3,600] shareholders of record as of December [removed: 31, 2022,] [added: 30, 2023,] the last day of our [added: 2023] fiscal [removed: year 2022.][added: year.]

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 [removed: Index and the average return (weighted by market capitalization) of the] [added: Index,] S&P 500 [removed: Materials and] Industrials [removed: subsets (the “Market Basket”),] [added: Index and Dow Jones U.S. Container & Packaging Index,] in each case for the five-year period ending December 31, [removed: 2022.][added: 2023.]

[removed: ][added: ]

| | | | [removed: 12/31/2017 | | |] 12/31/2018 | | | 12/31/2019 | | | 12/31/2020 | | | 12/31/2021 | | | 12/31/2022 | | | [added: 12/31/2023 | | |]

(1)Assumes $100 invested on December 31, [removed: 2017] [added: 2018] and reinvestment of dividends.

[Table of [removed: Contents](#id805e76726254d39945f14ec69ad2c5b_7)][added: Contents](#if9d31eba223e4bf7b2b700df614629e4_7)]

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: 2022] [added: 2023] are shown in the table below.

| Period(1) | | | | | | Total number of shares purchased(2) | | | | | | [removed: Average price paid per share] [added: Average price paid per share(3)] | | | | | | Total number of shares purchased as part of publicly announced [removed: plans(2)(3)] [added: plans(2)(4)] | | | | | | Approximate dollar value of shares that may yet be purchased under the [removed: plans(4)] [added: plans(5)] | | |

(1)The periods shown are our fiscal months during the thirteen-week quarter ended December [removed: 31, 2022.][added: 30, 2023.]

[removed: (3)In] [added: (4)In] April 2022, our Board authorized the repurchase of shares of our common stock with a fair market value of up to $750 million, excluding any fees, commissions or other expenses related to such purchases, in addition to the amount outstanding under our previous Board authorization.

[removed: (4)Dollars] [added: (5)Dollars] in millions.

In 2023, we disaggregated our market basket used in previous years into the S&P 500 Industrials Index and the Dow Jones U.S. Container & Packaging Index, of which we are a member.

We believe this presentation provides greater clarity on our relative performance, reflecting it in a manner more consistent with the methodology used by peer companies.

| Avery Dennison | | | $ | 100 | | $ | 149 | | $ | 179 | | $ | 254 | | $ | 216 | | $ | 245 | |

| S&P 500 Index | | | 100 | | | 131 | | | 156 | | | 200 | | | 164 | | | 207 | | |

| S&P 500 Industrials Index | | | 100 | | | 129 | | | 144 | | | 174 | | | 164 | | | 194 | | |

| Dow Jones U.S. Container & Packaging Index | | | 100 | | | 129 | | | 156 | | | 173 | | | 142 | | | 153 | | |

| October 1, 2023 – October 28, 2023 | | | | | | 59.1 | | | | | | $ | 178.5 | | | | | 59.1 | | | | | | $ | 602.6 | |

| October 29, 2023 – November 25, 2023 | | | | | | 55.7 | | | | | | 176.2 | | | | | | 55.7 | | | | | | 592.8 | | |

| November 26, 2023 – December 30, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 592.8 | | |

| Total | | | | | | 114.8 | | | | | | $ | 177.5 | | | | | 114.8 | | | | | | $ | 592.8 | |

(3)Average price paid per share includes transaction costs to acquire the shares and excludes the non-deductible 1% excise tax on the net value of repurchases imposed under the Inflation Reduction Act of 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 | | |

(2)Average weighted by market capitalization.

| 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 | |

[Table of [removed: Contents](#id805e76726254d39945f14ec69ad2c5b_7)][added: Contents](#if9d31eba223e4bf7b2b700df614629e4_7)]

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#id805e76726254d39945f14ec69ad2c5b_157) 238[)](#id805e76726254d39945f14ec69ad2c5b_157)[](#id805e76726254d39945f14ec69ad2c5b_157)] [added: ID](#if9d31eba223e4bf7b2b700df614629e4_79) 238[)](#if9d31eba223e4bf7b2b700df614629e4_79)[](#if9d31eba223e4bf7b2b700df614629e4_79)] | | | [removed: [38](#id805e76726254d39945f14ec69ad2c5b_157)] [added: [40](#if9d31eba223e4bf7b2b700df614629e4_79)] | | |

| [Consolidated Financial [removed: Statements:](#id805e76726254d39945f14ec69ad2c5b_82)] [added: Statements:](#if9d31eba223e4bf7b2b700df614629e4_82)] | | | | | |

| [Consolidated Balance Sheets as [removed: 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)] [added: of December 3](#if9d31eba223e4bf7b2b700df614629e4_85)[0](#if9d31eba223e4bf7b2b700df614629e4_85)[, 202](#if9d31eba223e4bf7b2b700df614629e4_85)[3](#if9d31eba223e4bf7b2b700df614629e4_85) [and](#if9d31eba223e4bf7b2b700df614629e4_85) [December](#if9d31eba223e4bf7b2b700df614629e4_85) [](#if9d31eba223e4bf7b2b700df614629e4_85)[3](#if9d31eba223e4bf7b2b700df614629e4_85)[1, 2022](#if9d31eba223e4bf7b2b700df614629e4_85)] | | | [removed: [40](#id805e76726254d39945f14ec69ad2c5b_85)] [added: [42](#if9d31eba223e4bf7b2b700df614629e4_85)] | | |

| [Consolidated Statements of Income for [removed: 202](#id805e76726254d39945f14ec69ad2c5b_88)[2](#id805e76726254d39945f14ec69ad2c5b_88)[, 202](#id805e76726254d39945f14ec69ad2c5b_88)[1](#id805e76726254d39945f14ec69ad2c5b_88)] [added: 202](#if9d31eba223e4bf7b2b700df614629e4_88)[3](#if9d31eba223e4bf7b2b700df614629e4_88)[, 202](#if9d31eba223e4bf7b2b700df614629e4_88)[2](#if9d31eba223e4bf7b2b700df614629e4_88)] [and [removed: 20](#id805e76726254d39945f14ec69ad2c5b_88)[20](#id805e76726254d39945f14ec69ad2c5b_88)[](#id805e76726254d39945f14ec69ad2c5b_88)] [added: 202](#if9d31eba223e4bf7b2b700df614629e4_88)[1](#if9d31eba223e4bf7b2b700df614629e4_88)[](#if9d31eba223e4bf7b2b700df614629e4_88)] | | | [removed: [41](#id805e76726254d39945f14ec69ad2c5b_88)] [added: [43](#if9d31eba223e4bf7b2b700df614629e4_88)] | | |

| [Consolidated Statements of Comprehensive Income for [removed: 202](#id805e76726254d39945f14ec69ad2c5b_91)[2](#id805e76726254d39945f14ec69ad2c5b_91)[, 202](#id805e76726254d39945f14ec69ad2c5b_91)[1](#id805e76726254d39945f14ec69ad2c5b_91)] [added: 202](#if9d31eba223e4bf7b2b700df614629e4_91)[3](#if9d31eba223e4bf7b2b700df614629e4_91)[, 202](#if9d31eba223e4bf7b2b700df614629e4_91)[2](#if9d31eba223e4bf7b2b700df614629e4_91)] [and [removed: 20](#id805e76726254d39945f14ec69ad2c5b_91)[20](#id805e76726254d39945f14ec69ad2c5b_91)[](#id805e76726254d39945f14ec69ad2c5b_91)] [added: 202](#if9d31eba223e4bf7b2b700df614629e4_91)[1](#if9d31eba223e4bf7b2b700df614629e4_91)[](#if9d31eba223e4bf7b2b700df614629e4_91)] | | | [removed: [42](#id805e76726254d39945f14ec69ad2c5b_91)] [added: [44](#if9d31eba223e4bf7b2b700df614629e4_91)] | | |

| [Consolidated Statements of Shareholders’ Equity for [removed: 202](#id805e76726254d39945f14ec69ad2c5b_94)[2](#id805e76726254d39945f14ec69ad2c5b_94)[, 202](#id805e76726254d39945f14ec69ad2c5b_94)[1](#id805e76726254d39945f14ec69ad2c5b_94)] [added: 202](#if9d31eba223e4bf7b2b700df614629e4_94)[3](#if9d31eba223e4bf7b2b700df614629e4_94)[, 202](#if9d31eba223e4bf7b2b700df614629e4_94)[2](#if9d31eba223e4bf7b2b700df614629e4_94)] [and [removed: 20](#id805e76726254d39945f14ec69ad2c5b_94)[20](#id805e76726254d39945f14ec69ad2c5b_94)[](#id805e76726254d39945f14ec69ad2c5b_94)] [added: 202](#if9d31eba223e4bf7b2b700df614629e4_94)[1](#if9d31eba223e4bf7b2b700df614629e4_94)[](#if9d31eba223e4bf7b2b700df614629e4_94)] | | | [removed: [43](#id805e76726254d39945f14ec69ad2c5b_94)] [added: [45](#if9d31eba223e4bf7b2b700df614629e4_94)] | | |

| [Consolidated Statements of Cash Flows for [removed: 202](#id805e76726254d39945f14ec69ad2c5b_97)[2](#id805e76726254d39945f14ec69ad2c5b_97)[, 202](#id805e76726254d39945f14ec69ad2c5b_97)[1](#id805e76726254d39945f14ec69ad2c5b_97)] [added: 202](#if9d31eba223e4bf7b2b700df614629e4_97)[3](#if9d31eba223e4bf7b2b700df614629e4_97)[, 202](#if9d31eba223e4bf7b2b700df614629e4_97)[2](#if9d31eba223e4bf7b2b700df614629e4_97)] [and [removed: 20](#id805e76726254d39945f14ec69ad2c5b_97)[20](#id805e76726254d39945f14ec69ad2c5b_97)[](#id805e76726254d39945f14ec69ad2c5b_97)] [added: 202](#if9d31eba223e4bf7b2b700df614629e4_97)[1](#if9d31eba223e4bf7b2b700df614629e4_97)[](#if9d31eba223e4bf7b2b700df614629e4_97)] | | | [removed: [44](#id805e76726254d39945f14ec69ad2c5b_97)] [added: [46](#if9d31eba223e4bf7b2b700df614629e4_97)] | | |

| [Notes to Consolidated Financial [removed: Statements](#id805e76726254d39945f14ec69ad2c5b_100)] [added: Statements](#if9d31eba223e4bf7b2b700df614629e4_100)] | | | [removed: [45](#id805e76726254d39945f14ec69ad2c5b_100)] [added: [47](#if9d31eba223e4bf7b2b700df614629e4_100)] | | |

[Table of [removed: Contents](#id805e76726254d39945f14ec69ad2c5b_7)][added: Contents](#if9d31eba223e4bf7b2b700df614629e4_7)]

We have audited the accompanying consolidated balance sheets of Avery Dennison Corporation and its subsidiaries (the “Company”) as of December [removed: 31, 2022] [added: 30, 2023] and [removed: January 1,] [added: December 31,] 2022, and the related consolidated statements of income, of comprehensive income, of shareholders’ [removed: equity,] [added: equity] and of cash flows for each of the three years in the period ended December [removed: 31, 2022,] [added: 30, 2023,] 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 [removed: 31, 2022,] [added: 30, 2023,] 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 [removed: 31, 2022] [added: 30, 2023] and [removed: January 1,] [added: December 31,] 2022, and the results of its operations and its cash flows for each of the three years in the period ended December [removed: 31, 2022] [added: 30, 2023] 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 [removed: 31, 2022,] [added: 30, 2023,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the COSO.

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

[removed: *Income Taxes*][added: | Income taxes payable | | | | | | 57.6 | | | | | | 76.2 | | |]

| (Dollars in millions, except per share amount) | | | | | | December [removed: 31, 2022] [added: 30, 2023] | | | | | | [removed: January 1,] [added: December 31,] 2022 | | |

| Cash and cash equivalents | | | | | | $ | [removed: 167.2] [added: 215.0] | | | | | $ | [removed: 162.7] [added: 167.2] | |

| Trade accounts receivable, less allowances of $34.4 [removed: and $33] at year-end [removed: 2022] [added: 2023] and [removed: 2021, respectively] [added: 2022] | | | | | | [removed: 1,374.4] [added: 1,414.9] | | | | | | [removed: 1,424.5] [added: 1,374.4] | | |

| Inventories | | | | | | [removed: 1,009.9] [added: 920.7] | | | | | | [removed: 907.2] [added: 1,009.9] | | |

| Other current assets | | | | | | [removed: 230.5] [added: 245.4] | | | | | | [removed: 240.2] [added: 230.5] | | |

| Total current assets | | | | | | [removed: 2,782.0] [added: 2,796.0] | | | | | | [removed: 2,734.6] [added: 2,782.0] | | |

| Property, plant and equipment, net | | | | | | [added: $ | 1,625.8 | | | | | $ |] 1,540.2 | | | | | [added: $] | 1,477.7 | | [removed: |]

| Goodwill | | | | | | [removed: 1,862.4] [added: 2,013.6] | | | | | | [removed: 1,881.5] [added: 1,862.4] | | |

| Other intangibles resulting from business acquisitions, net | | | | | | [removed: 840.3] [added: 849.1] | | | | | | [removed: 911.4] [added: 840.3] | | |

| Deferred tax assets | | | | | | [removed: 115.1] [added: 115.7] | | | | | | [removed: 130.2] [added: 115.1] | | |

| Other assets | | | | | | [removed: 810.5] [added: 809.6] | | | | | | [removed: 836.2] [added: 810.5] | | |

| Short-term borrowings and current portion of long-term debt and finance leases | | | | | | $ | [removed: 598.6] [added: 622.2] | | | | | $ | [removed: 318.8] [added: 598.6] | |

| Accounts payable | | | | | | [removed: 1,339.3] [added: 1,277.1] | | | | | | [removed: 1,298.8] [added: 1,339.3] | | |

| Accrued payroll and employee benefits | | | | | | [removed: 228.5] [added: 213.4] | | | | | | [removed: 299.0] [added: 228.5] | | |

| Accrued trade rebates | | | | | | [removed: 173.8] [added: 142.4] | | | | | | [removed: 176.3] [added: 173.8] | | |

| Other current liabilities | | | | | | [removed: 383.4] [added: 386.8] | | | | | | [removed: 380.1] [added: 383.4] | | |

| Total current liabilities | | | | | | [removed: 2,799.8] [added: 2,699.5] | | | | | | [removed: 2,547.9] [added: 2,799.8] | | |

| Long-term debt and finance leases | | | | | | [removed: 2,503.5] [added: 2,622.1] | | | | | | [removed: 2,785.9] [added: 2,503.5] | | |

| Long-term retirement benefits and other liabilities | | | | | | [removed: 367.1] [added: 500.3] | | | | | | [removed: 474.9] [added: 367.1] | | |

| Deferred tax liabilities and income taxes payable | | | | | | [removed: 247.9] [added: 260.0] | | | | | | [removed: 238.5] [added: 247.9] | | |

| Common stock, $1 par value per share, authorized – 400,000,000 shares at year-end [removed: 2022] [added: 2023] and [removed: 2021;] [added: 2022;] issued – 124,126,624 shares at year-end [removed: 2022] [added: 2023] and [removed: 2021;] [added: 2022;] outstanding – [removed: 80,810,016] [added: 80,495,585] and [removed: 82,605,953] [added: 80,810,016] shares at year-end [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively | | | | | | 124.1 | | | | | | 124.1 | | |

| Capital in excess of par value | | | | | | [removed: 879.3] [added: 854.5] | | | | | | [removed: 862.3] [added: 879.3] | | |

| Retained earnings | | | | | | [removed: 4,414.6] [added: 4,691.8] | | | | | | [removed: 3,880.7] [added: 4,414.6] | | |

| Treasury stock at cost, [removed: 43,316,608] [added: 43,631,039] and [removed: 41,520,671] [added: 43,316,608] shares at year-end [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively | | | | | | [removed: (3,021.8)] [added: (3,134.4)] | | | | | | [removed: (2,659.8)] [added: (3,021.8)] | | |

| Accumulated other comprehensive loss | | | | | | [removed: (364.0)] [added: (408.1)] | | | | | | [removed: (282.9)] [added: (364.0)] | | |

[Table of Contents](#if9d31eba223e4bf7b2b700df614629e4_7)

*Revenue Recognition from Certain Product Revenue*

As described in Notes 1 and 15 to the consolidated financial statements, revenue is recognized for an amount that reflects the consideration which is expected from the sale of products when the Company satisfies a performance obligation by transferring control of products to a customer.

Management considers a number of factors in determining when control has been transferred to a customer, including the following: (i) the Company’s present right to payment; (ii) the customer’s legal title to the asset; (iii) physical possession of the asset; (iv) the customer’s significant risks and rewards of ownership of the asset; and (v) the customer’s acceptance of the asset.

Control generally transfers to a customer at a point in time upon shipment or delivery, depending on the specific terms of sale with the customer.

The Company’s consolidated net sales were $8,364.3 million for the year ended December 30, 2023, of which a majority relates to certain product revenue in the Company’s Materials Group and Solutions Group reportable segments.

The principal consideration for our determination that performing procedures relating to revenue recognition from certain product revenue is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition from certain product revenue.

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the recognition of certain product revenue as the amount of consideration which is expected from the sale of products when the Company satisfies a performance obligation.

These procedures also included, among others (i) testing the completeness, accuracy, and occurrence of revenue recognized for a sample of revenue transactions by obtaining and inspecting source documents, such as purchase orders, invoices, contracts, proof of shipment, and subsequent payment receipts and (ii) confirming a sample of outstanding customer invoice balances as of December 30, 2023 and, for confirmations not returned, obtaining and inspecting source documents, such as invoices, proof of shipment, and subsequent payment receipts.

| February 21, 2024 | | |

[Table of Contents](#if9d31eba223e4bf7b2b700df614629e4_7)

| | | | | | | $ | 8,209.8 | | | | | $ | 7,950.5 | |

| | | | | | | $ | 8,209.8 | | | | | $ | 7,950.5 | |

[Table of Contents](#if9d31eba223e4bf7b2b700df614629e4_7)

[Table of Contents](#if9d31eba223e4bf7b2b700df614629e4_7)

[Table of Contents](#if9d31eba223e4bf7b2b700df614629e4_7)

| Issuance of 297,885 shares under stock-based compensation plans | | | | | | — | | | | | | (24.8) | | | | | | 8.9 | | | | | | 16.5 | | | | | | — | | | | | | .6 | | |

| Contribution of 168,404 shares to 401(k) plan | | | | | | — | | | | | | — | | | | | | 22.0 | | | | | | 8.4 | | | | | | — | | | | | | 30.4 | | |

| Balance as of December 30, 2023 | | | | | | $ | 124.1 | | | | | $ | 854.5 | | | | | $ | 4,691.8 | | | | | $ | (3,134.4) | | | | | $ | (408.1) | | | | | $ | 2,127.9 | |

[Table of Contents](#if9d31eba223e4bf7b2b700df614629e4_7)

| Net income | | | | | | $ | 503.0 | | | | | $ | 757.1 | | | | | $ | 740.1 | |

| Proceeds from company-owned life insurance policies | | | | | | 48.1 | | | | | | — | | | | | | — | | |

[Table of Contents](#if9d31eba223e4bf7b2b700df614629e4_7)

We are a global materials science and digital identification solutions company that provides a wide range of branding and information solutions that optimize labor and supply chain efficiency, reduce waste, advance sustainability, circularity and transparency, and better connect brands and consumers.

Our products and solutions include labeling and functional materials, radio-frequency identification ("RFID") inlays and tags, software applications that connect the physical and digital, and a variety of products and solutions that enhance branded packaging and carry or display information that improves the customer experience.

Accounting Guidance Updates

*Supplier Finance Programs*

See Note 16, “Supplemental Financial Information,” for more information.

[Table of Contents](#if9d31eba223e4bf7b2b700df614629e4_7)

[Table of Contents](#if9d31eba223e4bf7b2b700df614629e4_7)

[Table of Contents](#if9d31eba223e4bf7b2b700df614629e4_7)

Substantially all of our revenue is derived from the sale of products.

Our Materials Group reportable segment sells pressure-sensitive label materials, films, performance tapes and fasteners.

Our Solutions Group reportable segment sells a wide variety of branding and information solutions-oriented products, such as tickets, tags, labels (including RFID inlays), as well as related equipment, services, and supplies, that provide our customers with solutions for them to optimize branding and engagement with their consumers and enable item visibility and traceability.

Generally, there are no substantive differences in revenue recognition considerations among our various products.

Control generally transfers to a customer at a point in time upon shipment or delivery, depending on the specific terms of sale with the customer.

[Table of Contents](#if9d31eba223e4bf7b2b700df614629e4_7)

[Table of Contents](#if9d31eba223e4bf7b2b700df614629e4_7)

In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance to expand annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

| | | | | | |

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

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

As described in Notes 1 and 14 to the consolidated financial statements, the Company is subject to income tax in the U.S. and multiple foreign jurisdictions, whereby management applies judgment in evaluating and estimating the Company’s worldwide provision, accruals for taxes, deferred taxes and for evaluating the Company’s tax positions.

As of and for the year ended December 31, 2022, management recorded a provision for income taxes of $242.2 million, recorded total deferred tax assets of $115.1 million and disclosed unrecognized tax benefits of $69.5 million.

As disclosed by management, significant judgments and estimates are required by management when determining the Company’s tax expense and evaluating tax positions, including uncertainties.

Management’s estimate of the potential outcome of uncertain tax issues is subject to management’s assessment of relevant facts and circumstances existing at the balance sheet date, taking into consideration existing laws, regulations and practices of the governmental authorities exercising jurisdiction over the Company’s operations.

Management’s assessment of the future realizability of the Company’s deferred tax assets relies heavily on forecasted earnings in certain jurisdictions, and such forecasted earnings are determined by the manner in which the Company operates its business and the relevant carryforward periods.

The principal considerations for our determination that performing procedures relating to income taxes is a critical audit matter are (i) the significant judgment by management when accounting for income taxes, including evaluating the potential outcome of various uncertain tax issues and the realizability of deferred tax assets; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating evidence related to the potential outcome of uncertain tax issues and the realizability of deferred tax assets on a jurisdictional basis; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to accounting for income taxes, including controls over the identification and recognition of uncertain tax issues and the realizability of deferred tax assets on a jurisdictional basis.

These procedures also included, among others, (i) testing the income tax provision and the rate reconciliation and (ii) evaluating management’s process for assessing the potential outcome of uncertain tax issues and the future realizability of deferred tax assets.

Evaluating management’s process for assessing the potential outcome of certain uncertain tax issues included evaluating management’s assessment of existing laws and regulations and practices of governmental authorities exercising jurisdiction over the Company’s operations.

Evaluating management’s process for assessing the future realizability of certain deferred tax assets on a jurisdictional basis included evaluating estimates of future taxable income, evaluating management’s application of income tax law, and testing the completeness and accuracy of underlying data used in management’s assessment.

Evaluating management’s estimates of future taxable income involved evaluating whether the estimates used by management were reasonable considering the current and past performance of the Company on a jurisdictional basis and whether the estimates were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of management’s assessment of the potential outcome of uncertain tax issues and the future realizability of deferred tax assets, including the application of relevant foreign and domestic income tax laws and regulations, the provision for income taxes and the reasonableness of management’s assessment of whether it is more-likely-than-not that certain tax positions will be sustained.

| February 22, 2023 | | |

| | | | | | | $ | 7,950.5 | | | | | $ | 7,971.6 | |

| Income taxes payable | | | | | | 76.2 | | | | | | 74.9 | | |

| Balance as of December 28, 2019 | | | | | | $ | 124.1 | | | | | $ | 874.0 | | | | | $ | 2,979.1 | | | | | $ | (2,425.1) | | | | | $ | (348.1) | | | | | $ | 1,204.0 | |

| Issuance of 389,102 shares under stock-based compensation plans | | | | | | — | | | | | | (11.9) | | | | | | (3.4) | | | | | | 20.2 | | | | | | — | | | | | | 4.9 | | |

| Contribution of 188,229 shares to 401(k) plan | | | | | | — | | | | | | — | | | | | | 14.5 | | | | | | 8.2 | | | | | | — | | | | | | 22.7 | | |

| Pension plan settlements and related charges | | | | | | — | | | | | | 1.6 | | | | | | .5 | | |

| Additional borrowings under revolving credit facility | | | | | | — | | | | | | — | | | | | | 500.0 | | |

| Repayments of borrowings under revolving credit facility | | | | | | — | | | | | | — | | | | | | (500.0) | | |

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.

Segment Information

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 as described in Note 15, "Segment Information." We have recast prior periods to reflect our new operating structure.

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

Other derivatives not

We plan to adopt this guidance at the beginning of our 2023 fiscal year on January 1, 2023.

We expect to complete this acquisition in the first quarter of 2023.

The table below summarizes the fair value of assets acquired and liabilities assumed in the Vestcom acquisition based on our final allocation of the purchase consideration.

| | | | | | | | | |

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

| (In millions) | | | | | | | | |

| Cash and cash equivalents | | | | | | $ | 24.3 | |

| Trade accounts receivable | | | | | | 98.4 | | |

| Goodwill | | | | | | 756.1 | | |

Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December [removed: 31, 2022.][added: 30, 2023.]

The effectiveness of our internal control over financial reporting as of December [removed: 31, 2022] [added: 30, 2023] 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 Item 8 of this [removed: Report.][added: report.]

None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of 2023.

None.

[Table of [removed: Contents](#id805e76726254d39945f14ec69ad2c5b_7)][added: Contents](#if9d31eba223e4bf7b2b700df614629e4_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: 27, 2023] [added: 25, 2024] (our [removed: “2023] [added: “2024] 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.

If applicable, information concerning any late filings under Section 16(a) of the Exchange Act is incorporated by reference from our [removed: 2023] [added: 2024] Proxy Statement.

The information required by this Item concerning our Audit [removed: and Finance] Committee is incorporated by reference from our [removed: 2023] [added: 2024] Proxy Statement.

| Mitchell R. Butier [removed: Chairman and Chief] Executive [removed: Officer] [added: Chairman] | | | | | | [removed: 51] [added: 52] | | | | | | March 2007 | | | | | | [removed: 2019-2022] [added: 2022-2023] | | | | | | [removed: Chairman, President] [added: Chairman] and Chief Executive Officer | | |

| Deon [added: M.] Stander President and Chief [removed: Operating] [added: Executive] Officer | | | | | | [removed: 54] [added: 55] | | | | | | August 2016 | | | | | | [removed: 2015-2022] [added: 2022-2023] | | | | | | [removed: Vice] President and [removed: General Manager, RBIS] [added: Chief Operating Officer] | | |

| Gregory S. Lovins Senior Vice President and Chief Financial Officer | | | | | | [removed: 50] [added: 51] | | | | | | March 2017 | | | | | | 2017 | | | | | | Vice President and Interim Chief Financial Officer | | |

| Deena Baker-Nel Senior Vice President and Chief Human Resources Officer | | | | | | [removed: 52] [added: 53] | | | | | | September 2020 | | | | | | 2020-2022 | | | | | | Vice President and Chief Human Resources Officer | | |

| Nicholas [added: R.] Colisto Senior Vice President and Chief Information Officer | | | | | | [removed: 56] [added: 57] | | | | | | September 2020 | | | | | | 2018-2022 | | | | | | Vice President and Chief Information Officer | | |

| Ignacio [added: J.] Walker Senior Vice President and Chief Legal Officer | | | | | | [removed: 46] [added: 47] | | | | | | September 2020 | | | | | | 2020-2022 | | | | | | Vice President and Chief Legal Officer | | |

[Table of [removed: Contents](#id805e76726254d39945f14ec69ad2c5b_7)][added: Contents](#if9d31eba223e4bf7b2b700df614629e4_7)]

| | | | | | | | | | | | | | | | 2015-2022 | | | | | | Vice President and General Manager, RBIS | | | | | |

| | | | | | | | | | | | | | | | 2019-2022 | | | | | | Chairman, President and Chief Executive Officer | | | | | |

| Francisco Melo President, Solutions Group | | | | | | 50 | | | | | | April 2023 | | | | | | 2022-2023 | | | | | | Senior Vice President and General Manager, Avery Dennison Smartrac | | |

| | | | | | | | | | | | | | | | 2013-2022 | | | | | | Vice President and General Manager, Avery Dennison Smartrac | | | | | |

| | | | | | | | | | | | | | | | 2012-2013 | | | | | | Vice President Global Inventory Accuracy and Loss Prevention, Information Solutions Market Development | | | | | |

| Divina F. Santiago Vice President, Controller | | | | | | 54 | | | | | | September 2023 | | | | | | 2022-2023 | | | | | | Vice President Finance | | |

| | | | | | | | | | | | | | | | 2008-2022 | | | | | | Senior Director, Finance | | | | | |

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

[Table of Contents](#if9d31eba223e4bf7b2b700df614629e4_7)

| Lori J. Bondar Vice President, Controller, Treasurer and Chief Accounting Officer | | | | | | 62 | | | | | | June 2010 | | | | | | 2010-2020 | | | | | | Vice President, Controller and Chief Accounting Officer | | |

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

The information required by this Item is incorporated by reference from our [removed: 2023] [added: 2024] Proxy Statement.

The information required by this Item is incorporated by reference from our [removed: 2023] [added: 2024] Proxy Statement.

The information required by this Item is incorporated by reference from our [removed: 2023] [added: 2024] Proxy Statement.

The information required by this Item is incorporated by reference from our [removed: 2023] [added: 2024] Proxy Statement.

[Table of [removed: Contents](#id805e76726254d39945f14ec69ad2c5b_7)][added: Contents](#if9d31eba223e4bf7b2b700df614629e4_7)]

For the Year Ended December [removed: 31, 2022][added: 30, 2023]

| 2.1 | | | | | | [removed: [Agreement and] [added: [A](https://www.sec.gov/Archives/edgar/data/8818/000119312521231568/d170058dex21.htm)[greement a](https://www.sec.gov/Archives/edgar/data/8818/000119312521231568/d170058dex21.htm)[nd] Plan of Merger, dated as of July 27, 2021, by and among Registrant, CB [removed: Velocity] [added: Velo](https://www.sec.gov/Archives/edgar/data/8818/000119312521231568/d170058dex21.htm)[city] Holdings, [removed: LLC, Lobo] [added: LLC,](https://www.sec.gov/Archives/edgar/data/8818/000119312521231568/d170058dex21.htm) [Lo](https://www.sec.gov/Archives/edgar/data/8818/000119312521231568/d170058dex21.htm)[b](https://www.sec.gov/Archives/edgar/data/8818/000119312521231568/d170058dex21.htm)[o] Merger Sub, LLC and Charlesbank Equity Fund [removed: VIII,] [added: VII](https://www.sec.gov/Archives/edgar/data/8818/000119312521231568/d170058dex21.htm)[I,] Limited [removed: Partnership,] [added: Partnersh](https://www.sec.gov/Archives/edgar/data/8818/000119312521231568/d170058dex21.htm)[ip,] as unitholder [removed: representative](http://www.sec.gov/Archives/edgar/data/8818/000119312521231568/d170058dex21.htm)] [added: representative](https://www.sec.gov/Archives/edgar/data/8818/000119312521231568/d170058dex21.htm)] | | | | | | 2.1 | | | | | | Current Report on Form 8-K, filed July 30, 2021 | | |

| 3.1(ii) | | | | | | [Amended and Restated Bylaws, effective as [removed: 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: of February 2](https://www.sec.gov/Archives/edgar/data/8818/000000881823000003/ex318k2-23x23.htm)[3](https://www.sec.gov/Archives/edgar/data/8818/000000881823000003/ex318k2-23x23.htm)[, 202](https://www.sec.gov/Archives/edgar/data/8818/000000881823000003/ex318k2-23x23.htm)[3](https://www.sec.gov/Archives/edgar/data/8818/000000881823000003/ex318k2-23x23.htm)[](https://www.sec.gov/Archives/edgar/data/8818/000000881823000003/ex318k2-23x23.htm)] | | | | | | [removed: 3.1(ii)] [added: 3.1] | | | | | | Current Report on Form 8-K, filed February [removed: 23, 2022] [added: 27, 2023] | | |

[Table of [removed: Contents](#id805e76726254d39945f14ec69ad2c5b_7)][added: Contents](#if9d31eba223e4bf7b2b700df614629e4_7)]

| [removed: 4.15] [added: 4.16] | | | | | | [Description of Securities](http://www.sec.gov/Archives/edgar/data/8818/000119312521055146/d20372dex415.htm) | | | | | | 4.15 | | | | | | 2020 Annual Report on Form 10-K, filed February 25, 2021 | | |

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

| 10.27* | | | | | | [Offer Letter to [removed: Mitchell](http://www.sec.gov/Archives/edgar/data/8818/000110465916117169/a16-6174_1ex10d2.htm) [Butier](http://www.sec.gov/Archives/edgar/data/8818/000110465916117169/a16-6174_1ex10d2.htm)] [added: Mitchell Butier](http://www.sec.gov/Archives/edgar/data/8818/000110465916117169/a16-6174_1ex10d2.htm)[, dated](http://www.sec.gov/Archives/edgar/data/8818/000110465916117169/a16-6174_1ex10d2.htm) [Febr](http://www.sec.gov/Archives/edgar/data/8818/000110465916117169/a16-6174_1ex10d2.htm)[uary 25, 2016](http://www.sec.gov/Archives/edgar/data/8818/000110465916117169/a16-6174_1ex10d2.htm)[](http://www.sec.gov/Archives/edgar/data/8818/000110465916117169/a16-6174_1ex10d2.htm)] | | | | | | 10.2 | | | | | | Quarterly Report on Form 10-Q, filed May 3, 2016 | | |

| [removed: 10.28*] [added: 10.29*] | | | | | | [Offer Letter to [removed: Gregory](http://www.sec.gov/Archives/edgar/data/8818/000110465917048434/a17-13273_1ex10d1.htm) [Lovins](http://www.sec.gov/Archives/edgar/data/8818/000110465917048434/a17-13273_1ex10d1.htm)] [added: Gregory Lovins](https://www.sec.gov/Archives/edgar/data/8818/000110465917048434/a17-13273_1ex10d1.htm)[, dated July 10, 2017](https://www.sec.gov/Archives/edgar/data/8818/000110465917048434/a17-13273_1ex10d1.htm)] | | | | | | 10.1 | | | | | | Quarterly Report on Form 10-Q, filed August 1, 2017 | | |

| [removed: 10.29*] [added: 10.30*] | | | | | | [Offer Letter to Deena [removed: Baker-Nel](https://www.sec.gov/Archives/edgar/data/8818/000000881822000009/avy-2022050310qex101.htm)] [added: Baker-Nel](https://www.sec.gov/Archives/edgar/data/8818/000000881822000009/avy-2022050310qex101.htm)[, dated Aug](https://www.sec.gov/Archives/edgar/data/8818/000000881822000009/avy-2022050310qex101.htm)[ust 26, 2020](https://www.sec.gov/Archives/edgar/data/8818/000000881822000009/avy-2022050310qex101.htm)] | | | | | | 10.1 | | | | | | Quarterly Report on Form 10-Q, filed May 3, 2022 | | |

| [removed: 10.30*] [added: 10.31*] | | | | | | [Offer Letter to Ignacio [removed: Walker](https://www.sec.gov/Archives/edgar/data/8818/000000881822000009/avy-2022050310qex102.htm)] [added: Walker](https://www.sec.gov/Archives/edgar/data/8818/000000881822000009/avy-2022050310qex102.htm)[, dated August 25, 2020](https://www.sec.gov/Archives/edgar/data/8818/000000881822000009/avy-2022050310qex102.htm)] | | | | | | 10.2 | | | | | | Quarterly Report on Form 10-Q, filed May 3, 2022 | | |

| [removed: 10.31*] [added: 10.32*] | | | | | | [Offer Letter to Deon [removed: Stander](https://www.sec.gov/Archives/edgar/data/8818/000000881822000009/avy-2022050310qex103.htm)] [added: Stander](https://www.sec.gov/Archives/edgar/data/8818/000000881822000009/avy-2022050310qex103.htm)[, dated March 1, 2022](https://www.sec.gov/Archives/edgar/data/8818/000000881822000009/avy-2022050310qex103.htm)] | | | | | | 10.3 | | | | | | Quarterly Report on Form 10-Q, filed May 3, 2022 | | |

| 21† | | | | | | [List of [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/8818/000000881823000002/ex-21avyx20221231x10k.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/8818/000000881824000003/ex-21avyx20231230.htm)] | | | | | | N/A | | | | | | N/A | | |

| 23† | | | | | | [Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/8818/000000881823000002/ex-23avyx20221231x10k.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/8818/000000881824000003/ex-23avyx20231230.htm)] | | | | | | N/A | | | | | | N/A | | |

| 24† | | | | | | [Power of Attorney (see Signatures – Power of [removed: Attorney)](#id805e76726254d39945f14ec69ad2c5b_205)] [added: Attorney)](#if9d31eba223e4bf7b2b700df614629e4_196)] | | | | | | N/A | | | | | | N/A | | |

| 31.1† | | | | | | [Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/8818/000000881823000002/avy-20221231xex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/8818/000000881824000003/avy-20231230xex311.htm)] | | | | | | N/A | | | | | | N/A | | |

| 31.2† | | | | | | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/8818/000000881823000002/avy-20221231xex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/8818/000000881824000003/avy-20231230xex312.htm)] | | | | | | N/A | | | | | | N/A | | |

| 32.1†† | | | | | | [Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/8818/000000881823000002/avy-20221231xex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/8818/000000881824000003/avy-20231230xex321.htm)] | | | | | | N/A | | | | | | N/A | | |

| 32.2†† | | | | | | [Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/8818/000000881823000002/avy-20221231xex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/8818/000000881824000003/avy-20231230xex322.htm)] | | | | | | N/A | | | | | | N/A | | |

| 4.15 | | | | | | [Ninth Supplemental Indenture, dated as of March 15, 2023, between Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of 5.750% Senior Notes due 2033 on Exhibit A thereto).](https://www.sec.gov/Archives/edgar/data/8818/000119312523071285/d476188dex42.htm) | | | | | | 4.2 | | | | | | Current Report on Form 8-K filed on March 15, 2023 | | |

[Table of Contents](#if9d31eba223e4bf7b2b700df614629e4_7)

[Table of Contents](#if9d31eba223e4bf7b2b700df614629e4_7)

| 10.28* | | | | | | [Offer Letter to Mitchell Butier](https://www.sec.gov/Archives/edgar/data/8818/000000881823000015/avy-2023080110qex101.htm)[, dated](https://www.sec.gov/Archives/edgar/data/8818/000000881823000015/avy-2023080110qex101.htm) [May 25](https://www.sec.gov/Archives/edgar/data/8818/000000881823000015/avy-2023080110qex101.htm)[, 202](https://www.sec.gov/Archives/edgar/data/8818/000000881823000015/avy-2023080110qex101.htm)[3](https://www.sec.gov/Archives/edgar/data/8818/000000881823000015/avy-2023080110qex101.htm) | | | | | | 10.1 | | | | | | Quarterly Report on Form 10-Q, filed August 1, 2023 | | |

| 10.33* | | | | | | [O](https://www.sec.gov/Archives/edgar/data/8818/000000881823000015/avy-2023080110qex102.htm)[ffer Lette](https://www.sec.gov/Archives/edgar/data/8818/000000881823000015/avy-2023080110qex102.htm)[r to De](https://www.sec.gov/Archives/edgar/data/8818/000000881823000015/avy-2023080110qex102.htm)[on Stander, dated](https://www.sec.gov/Archives/edgar/data/8818/000000881823000015/avy-2023080110qex102.htm) [May 25,](https://www.sec.gov/Archives/edgar/data/8818/000000881823000015/avy-2023080110qex102.htm) [2023](https://www.sec.gov/Archives/edgar/data/8818/000000881823000015/avy-2023080110qex102.htm) | | | | | | 10.2 | | | | | | Quarterly Report on Form 10-Q, filed August 1, 2023 | | |

| 10.34* | | | | | | [Offer Letter to](https://www.sec.gov/Archives/edgar/data/8818/000000881823000009/avy-2023050210qex101.htm) [Hassan Rmaile](https://www.sec.gov/Archives/edgar/data/8818/000000881823000009/avy-2023050210qex101.htm)[, dated Feb](https://www.sec.gov/Archives/edgar/data/8818/000000881823000009/avy-2023050210qex101.htm)[r](https://www.sec.gov/Archives/edgar/data/8818/000000881823000009/avy-2023050210qex101.htm)[uary 27, 2023](https://www.sec.gov/Archives/edgar/data/8818/000000881823000009/avy-2023050210qex101.htm) | | | | | | 10.1 | | | | | | Quarterly Report on Form 10-Q, filed May 2, 2023 | | |

| 10.35* | | | | | | [Offer Letter to](https://www.sec.gov/Archives/edgar/data/8818/000000881823000009/avy-2023050210qex102.htm) [Fran](https://www.sec.gov/Archives/edgar/data/8818/000000881823000009/avy-2023050210qex102.htm)[c](https://www.sec.gov/Archives/edgar/data/8818/000000881823000009/avy-2023050210qex102.htm)[isco Melo](https://www.sec.gov/Archives/edgar/data/8818/000000881823000009/avy-2023050210qex102.htm)[,](https://www.sec.gov/Archives/edgar/data/8818/000000881823000009/avy-2023050210qex102.htm) [dated F](https://www.sec.gov/Archives/edgar/data/8818/000000881823000009/avy-2023050210qex102.htm)[ebruary 27, 2023](https://www.sec.gov/Archives/edgar/data/8818/000000881823000009/avy-2023050210qex102.htm) | | | | | | 10.2 | | | | | | Quarterly Report on Form 10-Q, filed May 2, 2023 | | |

[Table of Contents](#if9d31eba223e4bf7b2b700df614629e4_7)

| 97† | | | | | | [Policy for Recovery of Erroneously Awarded Compensation](https://www.sec.gov/Archives/edgar/data/8818/000000881824000003/ex-97avyx20231230.htm) | | | | | | N/A | | | | | | N/A | | |

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[Table of [removed: Contents](#id805e76726254d39945f14ec69ad2c5b_7)][added: Contents](#if9d31eba223e4bf7b2b700df614629e4_7)]

Dated: February [removed: 22, 2023][added: 21, 2024]

| /s/ Mitchell R. Butier | | | | | | [removed: Chairman and Chief] Executive [removed: Officer] [added: Chairman] | | | | | | February [removed: 22, 2023] [added: 21, 2024] | | |

| /s/ Gregory S. Lovins | | | | | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 22, 2023] [added: 21, 2024] | | |

| /s/ [removed: Lori J. Bondar] [added: Divina F. Santiago] | | | | | | Vice President, [removed: Controller, Treasurer and Chief Accounting Officer] [added: Controller] (Principal Accounting Officer) | | | | | | February [removed: 22, 2023] [added: 21, 2024] | | |

| /s/ Bradley A. Alford | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 21, 2024] | | |

| /s/ Ken C. Hicks | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 21, 2024] | | |

| /s/ Andres A. Lopez | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 21, 2024] | | |

| /s/ Patrick T. Siewert | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 21, 2024] | | |

| /s/ Julia A. Stewart | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 21, 2024] | | |

| /s/ Martha N. Sullivan | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 21, 2024] | | |

| /s/ William R. Wagner | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 21, 2024] | | |

[Table of Contents](#if9d31eba223e4bf7b2b700df614629e4_7)

| /s/ Deon M. Stander | | | | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February 21, 2024 | | |

| Deon M. Stander | | | | | | | | | | | | | | |

| Divina F. Santiago | | | | | | | | | | | | | | |

| /s/ Francesca Reverberi | | | | | | Director | | | | | | February 21, 2024 | | |

| Francesca Reverberi | | | | | | | | | | | | | | |

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

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

| /s/ Anthony K. Anderson | | | | | | Director | | | | | | February 22, 2023 | | |

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