Avery Dennison (AVY) 10-K risk factor changes: FY2024 vs FY2023

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

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

In [removed: 2023,] [added: 2024,] approximately [removed: 69%] [added: 70%] of our net sales were [removed: from] [added: produced in] international operations.

Macroeconomic developments such as impacts from slower growth in [added: the] geographic regions in which we operate; [removed: inflation;] [added: inflation, resulting from, among other things, increased] raw material, [removed: freight and labor availability] [added: energy,] and [removed: cost; energy] [added: freight] costs; [removed: political,] [added: labor shortages; geopolitical,] social, supply chain and other disruptions; epidemics, pandemics or other outbreaks of illness, disease or virus; and uncertainty in the global credit or financial markets [removed: leading to a loss of consumer confidence] could result in a material adverse effect on our business as a result of, among other things, lower consumer spending, [added: fluctuations in foreign currency exchange rates,] reduced asset valuations, diminished liquidity and credit availability, volatility in securities prices, [added: and] credit rating [removed: downgrades and fluctuations in foreign currency exchange rates.][added: downgrades.]

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

[removed: The] [added: Since the] Russia-Ukraine war [removed: that] began in February [removed: 2022 continued in 2023 and] [added: 2022,] we [added: have] maintained our position of not shipping products for the Russian [removed: market throughout the year.][added: market.]

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

[removed: Our] [added: In addition, since the beginning of the Israel-Hamas war in late 2023; our] sales in Israel [removed: in 2022 were] [added: have declined, with sales representing] less than 1% of our total net sales [removed: and have declined since the beginning of the war.][added: in 2024.]

We have experienced some disruptions in our operations in Israel and [added: the Middle East and] implemented plans to address these disruptions, [removed: which included sourcing production from alternative locations] [added: as well as the impacts thereof in Gaza, Lebanon and other areas of the Middle East,] while focusing on the continued safety of our Israeli employees and their families.

The [added: continued] 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.

We are not able to predict the duration and severity of adverse economic, social, [removed: political] [added: geopolitical] or market conditions in the U.S. or other countries.

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

The [removed: substantial] majority of our net sales in [removed: 2023] [added: 2024] was [added: denominated] in foreign currencies.

Fluctuations in currency exchange rates, such as [removed: those] [added: the unfavorable impacts] associated with the Argentine [removed: peso and] [added: peso,] Chinese renminbi [removed: which had unfavorable impacts] [added: and euro] in [removed: 2023,] [added: 2024,] may result in a variety of negative effects, including lower net sales, increased costs, lower gross [removed: margin percentages,] [added: margins,] 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 [added: 2024] net sales [removed: in 2023] by approximately [removed: $58] [added: $33] million compared to the prior year.

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

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

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Our strategy includes [removed: increased growth] [added: continuing to grow] in emerging markets, [removed: including China,] which creates greater exposure to unstable [removed: political] [added: geopolitical] conditions, civil unrest, economic volatility, [removed: contagious disease] and other risks applicable to [removed: international operations.][added: operating in these regions.]

[removed: A significant amount] [added: Approximately 40%] of our net sales [removed: – approximately 40%] in [removed: 2023 –] [added: 2024] originated in emerging markets, 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 [removed: a significant focus] [added: an important part] of our long-term growth strategy and our regional results have and can fluctuate significantly based on their economic conditions.

Our business operations have been and may continue to be adversely affected by the current and future political environment in China, [removed: including] [added: both relating to in-country changes in laws and regulations or the interpretation thereof,] as [added: well as] a result of its response to tariffs 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, [removed: any trade agreements entered into between the U.S.] and [removed: China, and] tensions related to Hong Kong and Taiwan.

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

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

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

A substantial portion of our employees and assets are located outside of the U.S. and, in [removed: 2023,] [added: 2024,] approximately [removed: 69%] [added: 70%] 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 in our domestic operations, including changes in foreign [removed: political,] [added: geopolitical,] regulatory and economic conditions, whether nationally, regionally or locally; changes in foreign currency exchange rates; [added: differing levels of] inflation; reduced protection of intellectual property rights; laws and regulations impacting [removed: the] [added: our] ability to repatriate foreign earnings; challenges complying with foreign laws and regulations, including those relating to sales, operations, taxes, employment and legal proceedings; establishing effective controls and procedures to 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; [added: and] challenges with complying with applicable export and import control laws and [removed: regulations; and differences in language, culture and time zone.][added: regulations.]

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

The markets for the raw materials used in our businesses are challenging and can be volatile, impacting [removed: 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 [removed: 2023.][added: 2023 and largely stabilized in 2024.]

[removed: Any] [added: While we undertake business continuity planning and take actions to mitigate these disruptions when they occur,] such [added: as sourcing from other regions or suppliers, any] disruption in our supply chain could have a material adverse effect on our sales and profitability, and any sustained inability to obtain adequate supplies could have a material adverse effect on our business.

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

We 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, [added: including in high-value categories,] enhancing their competitive position relative to ours.

Competitors also may be able to offer [removed: additional] products, services, lower prices or other incentives that we cannot or that, to maintain profitability, we may not be able to offer.

We [removed: also] are [added: also] exposed to changes in customer order patterns, such as changes in the levels of inventory maintained by customers and the timing of customer purchases, which [removed: may be] [added: are] affected by announced price increases, changes in our customer incentive programs, or changes in the customer’s ability to achieve incentive targets.

Changes in customers’ preferences for our products can also [removed: affect] [added: decrease] demand for our products and [removed: a decline in demand for our products could] have a material adverse effect on our business.

This continued in 2023, with volume improving sequentially throughout [removed: the year.][added: that year and normalizing in 2024.]

We are affected by changes in our markets due to increasing environmental [removed: standards.][added: regulations and sustainability trends.]

A substantial amount of our label [removed: materials] [added: material] is sold for use in plastic packaging in the food, beverage, and home and personal care market segments.

Changes in consumer preferences and laws and regulations related to the use of [removed: plastics reduces] [added: plastics, particularly in Europe and certain states in the United States, presents the risk of reduced] demand for certain of our products [added: if customers seek decoration technology alternatives to pressure-sensitive labeling,] but also [removed: has] the [removed: potential to increase] [added: opportunity for increased] demand for our more sustainable [removed: products.][added: products, a significant focus of our research and development and related innovation efforts.]

We have established [removed: a] strategic innovation [removed: platform,] [added: platforms and priorities focused,] among other things, [removed: focused] on [removed: material circularity and waste elimination/reduction to develop] [added: delivering] products and solutions that advance the circular [removed: economy] [added: economy, reduce supply chain waste] and address the need for increased recyclability of plastic [removed: packaging, in collaboration with our customers and the businesses in our supply chain.][added: packaging.]

Tensions remain in trade relations between the U.S. and certain other regions and countries, including Canada, Mexico, China, India and the European Union.

The U.S. recently announced intentions to impose a significant tariff on certain goods from Canada and Mexico and a smaller tariff on certain goods from China.

Each of these countries announced that they would impose reciprocal tariffs, with Canada and Mexico each agreeing upon certain concessions with the U.S. to temporarily delay the mutual imposition of tariffs.

The tariff on certain goods from China has gone into effect, with China imposing reciprocal tariffs, and the amount of these tariffs or the classes of goods on which they are imposed could significantly increase.

The U.S. has also indicated that it may impose reciprocal tariffs on goods from other countries or regions.

While the impacts on our operations to date have not been significant, our business could be materially adversely impacted by changes in U.S. and non-U.S. trade policies, including potential modifications to existing trade agreements and additional tariffs or restrictions on free trade, impacting our raw materials or finished products.

Our financial results are therefore subject to the impact of currency translation, which may be material.

Overall, our foreign currency transaction exposure is largely mitigated because the costs of our products are generally denominated in the same currencies in which they are sold.

Raw materials represent a significant portion of our costs and a critical element of our profitability.

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Growing the proportion of our portfolio in high-value categories that serve markets that are growing faster than gross domestic product, represent large pools of potential profit and leverage our core capabilities is an important part of our long-term growth strategy.

High-value products and solutions include our specialty and durable label materials, graphics and reflective solutions, and industrial tapes; intelligent labels that use RFID tags and inlays; shelf-edge pricing, productivity and consumer engagement solutions; and external embellishments.

Continued growth in sustainability-focused regulation presents an increasing risk to our business.

Reporting requirements such as the Corporate Sustainability Reporting Directive and the Corporate Sustainability Due Diligence Directive in Europe and the state of California’s climate reporting requirements are increasing the amount of sustainability disclosures we are required to make, as well as requiring the audit of a greater amount of our sustainability data.

Costs to comply with these regulations will continue to grow and any failure to meet the requirements of these regulations could result in fines or other penalties.

As part of our efforts to mitigate the impacts of climate change on our business, we engaged a third party to help us assess our physical and transitional risk relative to the recommendations of the Financial Stability Board's Task Force on Climate-Related Financial Disclosures.

We could face risks to our reputation, investor

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Our restructuring actions in 2024 related to various locations across our company, primarily in our Solutions Group reportable segment.

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Investor and societal expectations with respect to sustainability or governance matters continue to evolve, with some stakeholders seeking companies to demonstrate progress with respect to environmental stewardship, human capital, corporate governance, support for our communities, and transparency, and other stakeholders suggesting that companies focus on delivering for their stockholders to the exclusion of focus in these other areas.

Threat actors are increasingly leveraging AI for cyberattacks, and our increasing use of AI carries risks related to data security, privacy events, and potential algorithmic bias.

These AI risks could lead to operational disruptions, regulatory investigations or actions, data security events and potential financial loss.

If the personal information of our customers or employees were to be misappropriated, we could incur costs to compensate our customers or employees or pay damages

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The prevention of base-erosion and tax transparency continue to be high priorities for many tax jurisdictions worldwide.

As a result, policies regarding corporate income and other taxes remain under heightened scrutiny globally.

Additionally, the U.S. Congress and Presidential administration are currently controlled by the same political party, and have indicated a desire to extend or make permanent certain tax provisions of the 2017 Tax Cuts and Jobs Act, as well as potentially introduce other changes in tax laws and regulations.

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The Revolver contains a financial covenant that requires us to maintain a maximum leverage ratio.

Refer to Item 7.

“Management’s Discussion and Analysis of Financial Condition and Result of Operations”, ”Capital Resources” of this Annual Report on Form 10-K for more information about this financial covenant.

These restrictive covenants and ratios may limit or prohibit us from engaging in certain

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The failure to comply with these or other covenants governing other indebtedness, including indebtedness incurred in the future, could result in an event of default, which, if not cured or waived, could have a material adverse effect on our business, financial condition and result of operations, including cross-defaults to other debt facilities.

Paying a sustainable dividend is a key part of our capital allocation strategy.

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In addition, our pension liabilities, which were approximately $709 million as of December 28, 2024, are subject to interest and inflation risk that may increase their value.

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

In recent years, the U.S. government imposed or increased tariffs on various products imported into the U.S. from China.

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

The impacts on our operations to date have not been significant.

However, our business could be significantly impacted if additional tariffs or other restrictions are imposed on products.

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

Our ability to operate in China or other emerging markets has been and may continue to be adversely affected by changes in the laws and regulations of these jurisdictions or 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.

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.

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, which have impacted and could in the future impact our sales and operating results.

In 2022, we acquired TexTrace and Rietveld for aggregate purchase consideration approximately $35 million.

assets, operations, functions and personnel.

We cannot provide assurance that we

We also transferred Materials Group’s European medical capacity from Belgium to Ireland.

Investor and societal expectations with respect to sustainability or governance matters have been evolving and increasing.

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

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.

information technology project and portfolio management discipline; setting more aggressive key performance indicator targets and implementing appropriate mitigation measures; continuing to mature our data loss prevention framework to protect our critical data, network and site access controls; advancing our user access management program; limiting USB drive access across our company; increasing network segmentation; enhancing our focus on third party risk management; and improving our capabilities based on threat intelligence and the publicized incidents experienced by other companies, as well as ones that we have experienced despite their minimal operational or financial impact to date.

Corporate tax reform, prevention of base-erosion and tax transparency continue to be high priorities for many tax jurisdictions worldwide, including the U.S. As a result, policies regarding corporate income and other taxes are under heightened scrutiny globally, with tax reform legislation having been proposed or enacted in a number of jurisdictions.

In addition, many countries have enacted, or plan to enact, legislation and other guidance to align their international tax rules with the Organisation for Economic Co-operation and Development’s (“OECD”) Base Erosion and Profit Shifting recommendations and directives, which aim to standardize and modernize global corporate tax policy, cross-border tax, transfer-pricing documentation rules, and nexus-based tax incentive practices.

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

Our inability to retain or renew certain tax incentives in foreign jurisdictions could materially adversely affect our effective tax rate.

Our effective tax rate reflects benefits from concessionary tax rates in certain foreign jurisdictions based on the geographic location of our manufacturing activities, the industries that we serve, or the business model under which we operate.

If we do not meet the criteria required to retain or renew these tax incentives, our effective tax rate could be materially adversely affected.

We also have increased our focus on risks related to artificial intelligence.

The credit ratings assigned to us also impact the interest rates we pay.

We are also required to maintain specified financial ratios under certain conditions.

Our share repurchases and any future dividends could cause our stock price to be higher than it would otherwise be and could potentially reduce the market liquidity for our stock.

As of December 30, 2023 our contingent liability for this matter was $82.9 million which reflects our best estimate of the anticipated judgment.

In particular, the value of our investments may decline due to increases in interest rates or volatility in financial markets.

Goodwill valuations have been calculated primarily using an income approach based on the present value of projected future cash flows of each reporting unit.

Impairment charges could materially adversely affect our business in the periods in which they are made.

| [Non-GAAP Financial [removed: Measures](#if9d31eba223e4bf7b2b700df614629e4_49)] [added: Measures](#iec64c760301d4617b1a814d9c6cfc996_52)] | | | [removed: [22](#if9d31eba223e4bf7b2b700df614629e4_49)] [added: [22](#iec64c760301d4617b1a814d9c6cfc996_52)] | | |

| [Overview and [removed: Outlook](#if9d31eba223e4bf7b2b700df614629e4_52)] [added: Outlook](#iec64c760301d4617b1a814d9c6cfc996_55)] | | | [removed: [23](#if9d31eba223e4bf7b2b700df614629e4_52)] [added: [23](#iec64c760301d4617b1a814d9c6cfc996_55)] | | |

| [Analysis of Results of [removed: Operations](#if9d31eba223e4bf7b2b700df614629e4_58)] [added: Operations](#iec64c760301d4617b1a814d9c6cfc996_61)] | | | [removed: [26](#if9d31eba223e4bf7b2b700df614629e4_58)] [added: [25](#iec64c760301d4617b1a814d9c6cfc996_61)] | | |

| [Results of Operations by Reportable [removed: Segment](#if9d31eba223e4bf7b2b700df614629e4_61)] [added: Segment](#iec64c760301d4617b1a814d9c6cfc996_64)] | | | [removed: [27](#if9d31eba223e4bf7b2b700df614629e4_61)] [added: [27](#iec64c760301d4617b1a814d9c6cfc996_64)] | | |

| [Financial [removed: Condition](#if9d31eba223e4bf7b2b700df614629e4_64)] [added: Condition](#iec64c760301d4617b1a814d9c6cfc996_67)] | | | [removed: [29](#if9d31eba223e4bf7b2b700df614629e4_64)] [added: [29](#iec64c760301d4617b1a814d9c6cfc996_67)] | | |

| [Critical Accounting [removed: Estimates](#if9d31eba223e4bf7b2b700df614629e4_67)] [added: Estimates](#iec64c760301d4617b1a814d9c6cfc996_70)] | | | [removed: [34](#if9d31eba223e4bf7b2b700df614629e4_67)] [added: [34](#iec64c760301d4617b1a814d9c6cfc996_70)] | | |

| [Recent Accounting [removed: Requirements](#if9d31eba223e4bf7b2b700df614629e4_70)] [added: Requirements](#iec64c760301d4617b1a814d9c6cfc996_73)] | | | [removed: [37](#if9d31eba223e4bf7b2b700df614629e4_70)] [added: [37](#iec64c760301d4617b1a814d9c6cfc996_73)] | | |

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

Reconciliations [removed: are provided in accordance with Regulation G and S-K and reconcile] [added: of] our non-GAAP financial measures [removed: with] [added: from] the most directly comparable GAAP financial [removed: measures.][added: measures are provided in accordance with Regulations G and S-K.]

By excluding the accounting effects, positive or negative, of certain items (e.g., restructuring charges, outcomes of certain legal [removed: proceedings,] [added: matters and settlements,] certain effects of strategic transactions and related costs, losses from debt extinguishments, gains or losses from curtailment or settlement of pension obligations, gains or losses on sales of certain assets, gains or losses on venture investments, 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.

We use the non-GAAP financial measures [removed: defined] [added: described] below in this MD&A.

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

[removed: - *Adjusted] [added: *•Adjusted] free cash flow* refers to cash flow provided by operating activities, less payments for property, plant and equipment, [added: less payments for] software and other deferred charges, plus proceeds from company-owned life insurance policies, plus proceeds from sales of property, plant and equipment, plus (minus) net proceeds from insurance and sales (purchases) of [removed: investments.][added: investments, less net cash used for Argentine Blue Chip Swap securities.]

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

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[added: We believe that operational working] capital as a percentage of annualized current quarter net sales assists investors in assessing our working capital requirements because it excludes the impact of fluctuations attributable to our financing and other activities (which affect cash and cash equivalents, deferred taxes, other current assets and other current liabilities) that tend to be disparate in amount, frequency or timing, and may increase the volatility of working capital as a percentage of sales from period to period.

Our fiscal years [added: have] generally [removed: consist] [added: consisted] of 52 weeks, [removed: but] [added: with] every fifth or sixth fiscal year [removed: consists] [added: consisting] of 53 weeks; our [removed: 2023, 2022,] [added: 2024, 2023] and [removed: 2021] [added: 2022] fiscal years consisted of 52-week periods ending December [added: 28, 2024, December] 30, [removed: 2023,] [added: 2023 and] December 31, [removed: 2022 and January 1,] 2022, respectively.

| [added: (In millions)] | | | | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Reported net sales change | | | | | | [removed: (8)] [added: 5] | | % | | | | [removed: 8] [added: (8)] | | % |

| Foreign currency translation | | | | | | [removed: 1] [added: —] | | | | | | [removed: 6] [added: 1] | | |

| Sales change ex. currency(1) | | | | | | [removed: (7)] [added: 5] | | % | | | | [removed: 13] [added: (7)] | | % |

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

| Organic sales change(1) | | | | | | [removed: (8)] [added: 5] | | % | | | | [removed: 10] [added: (8)] | | % |

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

In [removed: 2022,] [added: 2023,] net sales [removed: increased] [added: decreased] on an organic basis [removed: primarily] [added: compared to the prior year] due to [removed: pricing actions,] [added: lower volume driven primarily by inventory destocking,] partially offset by [removed: lower volume/mix.][added: the impact of pricing actions.]

Net income [removed: decreased] [added: increased] from approximately [removed: $757] [added: $503] million in [removed: 2022] [added: 2023] to approximately [removed: $503] [added: $705] million in [removed: 2023.][added: 2024.]

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

- [removed: Higher] [added: Lower] restructuring charges

- [removed: Increase] [added: The impact of the] accrual for a legacy legal matter [added: in the prior year]

- [removed: Lower] [added: Higher] provision for income taxes

We funded the [removed: 2022] [added: 2023] Acquisitions [added: and the acquisitions we completed in 2022] using cash and commercial paper borrowings.

The cumulative charges associated with the 2023 Plan consisted of severance and related costs for the reduction of approximately 210 [removed: positions] [added: positions,] as well as asset impairment charges.

[removed: During 2023 we] [added: We] recorded $30.4 million in [added: 2023 in] restructuring charges related to the 2023 Plan.

[removed: We] [added: During 2023, we] recorded $49.0 million in restructuring charges, net of reversals, related to [removed: other 2023 actions (collectively with the 2023 Plan, "2023 Actions").][added: these actions.]

These charges consisted of severance and related costs for the reduction of approximately 1,450 [removed: positions and] [added: positions, as well as] asset impairment [removed: charges] [added: charges,] at numerous locations across our company.

During [removed: 2022,] [added: 2024,] we recorded [removed: $7.3] [added: $28.8] million in restructuring charges, net of reversals, related to our [removed: 2019/2020] [added: 2023] actions.

These charges consisted of severance and related costs for the reduction of approximately [removed: 830 positions and] [added: 90 positions, as well as] asset impairment [removed: charges] [added: charges,] at numerous locations across our company, reflecting actions in [removed: both] our [added: Solutions Group] reportable [removed: segments.][added: segment.]

We realized approximately [removed: $69] [added: $63] million and [removed: $26 million, respectively,] [added: $69 million] in savings from [removed: restructuring,] [added: restructuring actions,] net of transition costs, [added: in 2024 and 2023, respectively,] primarily related to our 2023 [removed: actions in 2023 and our 2019/2020 actions in 2022.][added: actions.]

| (In millions) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net cash provided by operating activities | | | | | | $ | [removed: 826.0] [added: 938.8] | | | | | $ | [removed: 961.0] [added: 826.0] | | | | | $ | [removed: 1,046.8] [added: 961.0] | |

Additionally, where applicable, sales change ex.

currency is also adjusted for an extra week in our fiscal year and the calendar shift resulting from an extra week in the prior fiscal year.

Our 2025 fiscal year that began on December 29, 2024 will end on December 31, 2025; fiscal years 2026 and beyond will be coincident with the calendar year beginning on January 1 and ending on December 31.

Subsequent to fiscal year-end 2024, in January 2025, the Audit Committee of our Board of Directors approved a change to our previous 52- or 53-week fiscal year generally ending on the Saturday closest to December 31 to a fiscal year coincident with the calendar year.

Our 2025 fiscal year that began on December 29, 2024 will end on December 31, 2025 and fiscal years 2026 and beyond will begin on January 1 and end on December 31.

| | | | | | | 2024 | | | | | | 2023 | | |

In 2024, net sales increased on an organic basis primarily due to higher volume, partially offset by the impact of raw material deflation-related price reductions.

- Higher volume

These items were partially offset by the following factors:

- The net impact of raw material deflation-related price reductions

*2025 Actions*

In the fourth quarter 2024, we recorded $13.1 million in restructuring charges related to our 2025 actions.

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These charges consisted of severance and related costs for the reduction of approximately 1,280 positions, as well as asset impairment charges, at numerous locations across our company.

| Purchases of Argentine Blue Chip Swap securities | | | | | | (34.2) | | | | | | — | | | | | | — | | |

| Proceeds from sales of Argentine Blue Chip Swap securities | | | | | | 24.0 | | | | | | — | | | | | | — | | |

In 2024, adjusted free cash flow increased compared

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- We anticipate net sales to increase, driven by volume growth in both the Solutions Group and Materials Group reportable segments.

Gross profit margin in 2024 increased compared to 2023 primarily due to benefits from productivity initiatives, including material re-engineering and savings from restructuring actions, net of transition costs, and higher volume, partially offset by higher employee-related costs.

Marketing, general and administrative expense increased in 2024 compared to 2023 primarily due to higher employee-related costs, partially offset by benefits from productivity initiatives, including savings from restructuring actions, net of transition costs.

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| Losses from Argentine peso remeasurement and Blue Chip Swap transactions | | | | | | 16.4 | | | | | | 29.9 | | | | | | — | | |

Interest expense decreased in 2024 compared to 2023 primarily due to a decrease in commercial paper borrowings, partially offset by higher debt balances.

Other non-operating income decreased in 2024 compared to 2023 due to lower interest income, primarily in Argentina.

| Income before taxes | | | | | | $ | 953.5 | | | | | $ | 694.7 | | | | | $ | 999.3 | |

Our effective tax rate in 2024 decreased compared to 2023 primarily due to lower non-deductible expenses resulting from the impact of the Argentine peso remeasurement loss and lower tax charges from the recognition of uncertain tax positions in certain foreign jurisdictions, partially offset by higher tax charges from valuation allowances.

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During the fourth quarter of 2024, we modified our segment performance measure to exclude other expense (income), net.

These changes align with how our CODM evaluates segment performance and allocates resources.

Prior periods have been conformed to the current period presentation.

Refer to Note 15, “Segment and Disaggregated Revenue Information,” to the Consolidated Financial Statements for more information.

| Segment adjusted operating income(1) | | | | | | 924.7 | | | | | | 789.2 | | | | | | 845.9 | | |

| | | | | | | 2024 | | | | | | 2023 | | |

Segment adjusted operating income increased in 2024 compared to the same period in 2023 primarily due to higher volume and benefits from productivity initiatives, including material re-engineering and savings from restructuring actions, net of transition costs, partially offset by higher employee-related costs and the net impact of pricing and raw material input costs.

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| (In millions) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Segment adjusted operating income(1) | | | | | | 289.3 | | | | | | 252.0 | | | | | | 310.1 | | |

| | | | | | | 2024 | | | | | | 2023 | | |

*Segment Adjusted Operating Income*

We believe that operational working

- Lower volume driven primarily by inventory destocking

- Argentine peso remeasurement loss

- Growth investments

Offsetting factors:

- The net impact of pricing and raw material input costs

These acquisitions expanded the product portfolio in our Solutions Group reportable segment.

As of the acquisition date, we included an estimate of the fair value of these earn-out payments in the aggregate purchase consideration.

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.

2022 Business Acquisitions

In January 2022, we completed our 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 and printing methods for performance brands and team sports in Europe.

The acquisitions of TexTrace and Rietveld are referred to collectively as the "2022 Acquisitions."

The aggregate purchase consideration for the 2022 Acquisitions was approximately $35 million.

In addition to the cash paid at closing, the sellers in one of these acquisitions are eligible for earn-out payments of up to $30 million, subject to the acquired company achieving certain post-acquisition performance targets.

The 2022 Acquisitions were not material, individually or in the aggregate, to the Consolidated Financial Statements.

*2019/2020 Actions*

The actions in our Materials Group reportable segment were primarily associated with consolidations of its operations in North America and its graphics business in Europe, in part in response to the pandemic.

The actions in our Solutions Group reportable segment were primarily related to global headcount and footprint reduction, with some actions accelerated and expanded in response to the pandemic.

Our activities related to our 2019/2020 actions began in the fourth quarter of fiscal year 2019 and continued through fiscal year 2022.

- 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.

Gross profit margin in 2022 decreased compared to 2021 primarily due to the net impact of higher selling prices, higher raw material costs and higher freight costs, as well as higher employee-related costs, partially offset by higher volume/mix primarily related to the impact of acquisitions.

Marketing, general and administrative expense increased in 2022 compared to 2021 primarily due to the impact of acquisitions and growth investments, partially offset by the impact of favorable foreign currency translation.

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

| Gain on sale of product line | | | | | | — | | | | | | — | | | | | | (5.7) | | |

Interest expense increased by approximately $13.9 million in 2022 compared to 2021, primarily as a result of additional interest from the $800 million of senior notes we issued in August 2021 and higher interest rates on short-term borrowings.

| Equity method investment (losses) gains | | | | | | — | | | | | | — | | | | | | (3.9) | | |

Our effective tax rate in 2022 decreased compared to 2021 primarily due to higher benefits related to the settlement of certain foreign tax audits, partially offset by U.S. federal return-to-provision benefits that were lower than in 2021.

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.

| Operating income(1) | | | | | | 700.9 | | | | | | 859.3 | | | | | | 883.3 | | |

In 2023, net sales decreased on an organic basis compared to the same period in the prior year due to lower volume driven primarily by inventory destocking, partially offset by the impact of pricing actions.

| Operating income(1) | | | | | | 165.7 | | | | | | 302.3 | | | | | | 257.2 | | |

| Reclassification of sales between segments | | | | | | — | | | | | | (1) | | |

Operating income increased in 2022 compared to 2021 primarily due to the combined benefit of higher organic volume and acquisitions, the impact of legal proceedings in the prior year, and lower transaction and related costs, partially offset by higher amortization of other intangibles resulting from business acquisitions, growth investments and higher employee-related costs.

*Proceeds from Sale of Product Line and Venture Investment*

In 2022, we received proceeds of $1.1 million from the sale of a venture investment.

In 2021, proceeds from the sale of a product line were in our Materials Group reportable segment.

We funded the 2023 Acquisitions and 2022 Acquisitions using cash and commercial paper borrowings.

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

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

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

In both [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023] [added: 2024] or [removed: 2022.][added: 2023.]

[Table of [removed: Contents](#if9d31eba223e4bf7b2b700df614629e4_7)][added: Contents](#iec64c760301d4617b1a814d9c6cfc996_7)]

[removed: In 2023 and 2022, an] [added: An] assumed [removed: 41] [added: 44] and [removed: 12] [added: 41] basis [removed: point, respectively,] [added: point] increase in interest rates affecting our variable-rate borrowings (10% of our weighted average interest rate on floating rate debt) [added: in 2024 and 2023, respectively,] would not have had a significant impact on interest expense.

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

We are [removed: a global materials science] [added: Making PossibleTM products] and [removed: digital identification] solutions [removed: company] that [removed: provides a wide range of] [added: help advance the industries we serve, providing] branding and information solutions that optimize labor and supply chain efficiency, reduce waste, advance sustainability, circularity and transparency, and better connect brands and consumers.

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

Our reportable segments for fiscal year [removed: 2023 were:][added: 2024 were Materials Group and Solutions Group.]

In [removed: 2023,] [added: 2024,] our Materials Group and Solutions Group reportable segments comprised approximately 69% and 31%, respectively, of our total net sales.

In [removed: 2023,] [added: 2024,] international operations constituted a substantial majority of our business, representing approximately [removed: 69%] [added: 70%] of our net sales.

As of December [removed: 30, 2023,] [added: 28, 2024,] we operated over 200 manufacturing and distribution facilities [added: and had locations] in more than 50 countries.

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

Our innovative products include label materials, graphics and reflective materials and functional bonding materials, [removed: such as] [added: like] tapes.

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

Our graphics portfolio offers highly engineered [removed: materials that range] [added: products ranging] from vehicle wraps to architectural films.

Pressure-sensitive materials consist primarily of papers, plastic [removed: films, metal foils] [added: films] and [removed: fabrics,] [added: metal foils,] which are coated with internally-developed and purchased adhesives, and then laminated with specially-coated backing papers and films.

It generally consists of four layers: a face material, which may be paper, metal [removed: foil, plastic film] [added: foil] or [removed: fabric;] [added: plastic film;] an adhesive, which may be permanent or removable; a release coating; and a backing material to protect the adhesive from premature contact with other surfaces that can also serve as a carrier for supporting and dispensing individual labels.

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

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

Our Solutions Group is a leading [removed: global] provider of information and branding [removed: products and] solutions that cover [removed: a breadth of customer] [added: worldwide marketplace] needs [added: ranging] from digital identification and data [removed: management,] [added: management to] branding and embellishment, [removed: as well as] productivity, pricing and retail media.

[removed: We] [added: As a large ultra-high-frequency RFID solutions provider, we] empower customers across multiple retail and industry [removed: segments] [added: segments, including apparel, logistics, food and grocery and general retail,] to connect the physical and digital [removed: worlds, leveraging our industry-leading RFID solutions.][added: worlds by enabling a digital identity and life on physical items.]

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

In the Solutions Group, our primary competitors include Checkpoint Systems, Inc., a subsidiary of CCL Industries Inc.; R-pac International Corporation; [removed: and] SML Group [removed: Limited.][added: Limited; Arizon RFID Technology Cayman Co Ltd; and Tageos, a subsidiary of Fedrigoni Group.]

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

Our vision is to leverage the strengths of our Materials and Solutions [removed: businesses] [added: groups] to [added: continue to drive growth within these businesses and] lead at the intersection of the physical and digital worlds.

Our investment in innovation aims to accelerate [removed: growth,] [added: growth by developing new products and solutions,] expand margins [added: through material re-engineering,] and enable customer success by leveraging scalable innovation platforms and delivering sustainability initiatives and advanced technologies.

These efforts are directed primarily toward developing [removed: products] [added: products, solutions] and [removed: 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 [removed: adhesives, as well] [added: materials science, such] as [removed: printing and coating technologies,] [added: adhesives,] films, [added: inks and] release [added: liners, and process engineering technology, such as coating, laminating and printing technologies in Materials Group.]

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

The aggregate purchase consideration for these [removed: 2023] acquisitions was approximately $231 million.

During [removed: 2023,] [added: 2024,] we also made [removed: one] venture [removed: investment] [added: investments] in [removed: a company] [added: three companies] developing technological solutions that we believe have the potential to advance our businesses.

With approximately [removed: 69%] [added: 70%] of our [removed: 2023] [added: 2024] net sales originating outside the U.S. and approximately 40% of our net sales originating in emerging markets [removed: (Asia Pacific, Latin] [added: (Latin] America, Eastern [removed: Europe and] [added: Europe,] Middle East/Northern [removed: Africa),] [added: Africa, and most countries in Asia Pacific),] our employees are located in more than 50 countries to best serve our customers.

Approximately 83% of our employees at year-end [removed: 2023] [added: 2024] were located outside the U.S. and approximately 66% were located in emerging markets.

Over 19,000 of our approximately 35,000 employees at year-end [removed: 2023,] [added: 2024,] representing approximately [removed: 56%] [added: 58%] of our global workforce, were in Asia Pacific, serving our customers in that region.

| Asia Pacific | | | [removed: 56] [added: 58] | | % |

| North America | | | [removed: 22] [added: 21] | | |

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

Attracting, developing and retaining highly-skilled talent is critical to our ability to [removed: continuously deliver] [added: continue delivering] sustainable growth.

We provide ongoing support and [added: professional development] resources to our team members worldwide to ensure that their skills evolve with our business needs, industry trends and human capital management best practices, as well as enable increased productivity, peak performance and career growth.

We emphasize on-the-job development and coaching, and also provide facilitator-led and direct-access online training, [removed: responsibility for executing] [added: leadership opportunities to execute] special projects and, in some cases, [removed: cross-functional] [added: cross-functional, cross-regional,] or [removed: cross-regional] [added: cross-divisional] work assignments.

[removed: Our compensation philosophy is to offer market-based, competitive wages and benefits in the markets where we compete for talent – all] [added: All] of our employees were paid at least the applicable legal minimum wage, and over [removed: 98%] [added: 99%] of our employees were paid above the applicable legal minimum [removed: wage] [added: wage,] at year-end [removed: 2023.][added: 2024.]

Pay is generally positioned around the market median, with variances based on knowledge, skills, years of experience and [removed: performance.][added: in line with our pay for performance philosophy.]

In addition to base wages, our compensation and benefit programs — which vary by region, country and business unit — include short-term incentives (generally paid in cash), long-term incentives (e.g., cash- or stock-based awards), employee [removed: savings] [added: benefit and retirement] plans, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, [removed: family] leave [added: of absence] and employee assistance programs.

We are a global materials science and digital identification solutions company.

We believe that our exposure to diverse and growing markets, the size and scale of operations, our innovation capabilities, productivity culture, and brand strength across our businesses are the primary advantages in maintaining and further developing our competitive position.

Our tapes portfolio includes bonding and functional materials for applications in various industry sectors such as automotive, building and construction and electronics.

We leverage the group's materials science capabilities and process engineering expertise to develop and manufacture Intelligent Labels at scale and drive their further adoption through our converter channel access.

Self-adhesive materials are also used to convey variable information through

various digital triggers, including bar codes, QR codes and RFID inlays, for applications such as shipping labels and weight and price information for packaged meats and other foods.

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Group, in each case for which we have and license a number of patents.

In 2024, we introduced an enterprise-wide competency model that provides transparency and clarity around what we expect from our leaders, which will serve as the go-forward foundation of all of our talent practices, from talent selection and retention to individual and career development to succession.

[Table of Contents](#iec64c760301d4617b1a814d9c6cfc996_7)

Compensation & Benefits

Our total rewards philosophy is to offer market-based, competitive wages and benefits in the markets where we compete for talent.

Pay equity is an important part of our global pay planning and practices.

We continue to enhance our manager education, tools and processes to provide fair and equitable pay.

We deployed this same platform in 2024, enabling year-over-year comparability of results.

Workplace Culture

We have a global team that helps advance these priorities in coordination with regional councils and our employee resource groups, which are open to all our team members and provide individuals with shared interests a forum in which to identify ways in which we can improve our employee experience.

[Table of Contents](#iec64c760301d4617b1a814d9c6cfc996_7)

[Table of Contents](#iec64c760301d4617b1a814d9c6cfc996_7)

- Materials Group; and

- Solutions Group

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

Self-adhesive materials are also used to convey variable information, such as RFID inlays to enable digital identities on items and bar codes for mailing or weight and price information for packaged

meats and other foods.

Our performance tapes products include Yongle®\-brand tapes for wire harnessing and cable wrapping in automotive, electrical and general industrial applications.

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.

and ink chemistries in Materials Group.

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

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

Pay & Benefits

Diversity, Equity & Inclusion

These efforts continue to gain momentum and create impact.

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.

During 2023, we continued conducting listening sessions to better understand both our strengths and areas of opportunity, and have deployed programmatic strategies such as leadership development programming; sponsorship and mentorship programs; connection events to build a culture of inclusion for our manufacturing employees across the globe; and talent analytics and pipeline modeling to further advance inclusion.

Additionally, our Regional DEI Councils and Employee Resource Groups ("ERGs") continue to be integral in advancing our DEI strategy.

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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For the fiscal year ended December [removed: 30, 2023] [added: 28, 2024] or

The aggregate market value of voting and non-voting common equity held by non-affiliates as of [removed: July 1, 2023,] [added: June 28, 2024,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $13.7] [added: $17.5] billion.

Number of shares of common stock, $1 par value, outstanding as of [removed: January 27, 2024,] [added: February 22, 2025,] the end of the registrant’s most recent fiscal month: [removed: 80,508,663.][added: 78,994,622.]

| Portions of Definitive Proxy Statement for Annual Meeting of Stockholders to be held on April [removed: 25, 2024] [added: 24, 2025] | | | | | | Parts III, IV | | |

FISCAL YEAR [removed: 2023] [added: 2024] ANNUAL REPORT ON FORM 10-K

| [Item [removed: 1.](#if9d31eba223e4bf7b2b700df614629e4_16)] [added: 1.](#iec64c760301d4617b1a814d9c6cfc996_16)] | | | [removed: [Business](#if9d31eba223e4bf7b2b700df614629e4_16)] [added: [Business](#iec64c760301d4617b1a814d9c6cfc996_16)] | | | [removed: [2](#if9d31eba223e4bf7b2b700df614629e4_16)] [added: [2](#iec64c760301d4617b1a814d9c6cfc996_16)] | | |

| [Item [removed: 1A.](#if9d31eba223e4bf7b2b700df614629e4_19)] [added: 1A.](#iec64c760301d4617b1a814d9c6cfc996_19)] | | | [Risk [removed: Factors](#if9d31eba223e4bf7b2b700df614629e4_19)] [added: Factors](#iec64c760301d4617b1a814d9c6cfc996_19)] | | | [removed: [7](#if9d31eba223e4bf7b2b700df614629e4_19)] [added: [7](#iec64c760301d4617b1a814d9c6cfc996_19)] | | |

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| [Item [removed: 2.](#if9d31eba223e4bf7b2b700df614629e4_25)] [added: 2.](#iec64c760301d4617b1a814d9c6cfc996_28)] | | | [removed: [Properties](#if9d31eba223e4bf7b2b700df614629e4_25)] [added: [Properties](#iec64c760301d4617b1a814d9c6cfc996_28)] | | | [removed: [19](#if9d31eba223e4bf7b2b700df614629e4_25)] [added: [19](#iec64c760301d4617b1a814d9c6cfc996_28)] | | |

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| [Item [removed: 7A.](#if9d31eba223e4bf7b2b700df614629e4_73)] [added: 7A.](#iec64c760301d4617b1a814d9c6cfc996_76)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#if9d31eba223e4bf7b2b700df614629e4_73)] [added: Risk](#iec64c760301d4617b1a814d9c6cfc996_76)] | | | [removed: [37](#if9d31eba223e4bf7b2b700df614629e4_73)] [added: [37](#iec64c760301d4617b1a814d9c6cfc996_76)] | | |

| [Item [removed: 8](#if9d31eba223e4bf7b2b700df614629e4_76)] [added: 8](#iec64c760301d4617b1a814d9c6cfc996_79)] | | | [Financial Statements and Supplementary [removed: Data](#if9d31eba223e4bf7b2b700df614629e4_76)] [added: Data](#iec64c760301d4617b1a814d9c6cfc996_79)] | | | [removed: [39](#if9d31eba223e4bf7b2b700df614629e4_76)] [added: [38](#iec64c760301d4617b1a814d9c6cfc996_79)] | | |

| [Item [removed: 9.](#if9d31eba223e4bf7b2b700df614629e4_154)] [added: 9.](#iec64c760301d4617b1a814d9c6cfc996_157)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#if9d31eba223e4bf7b2b700df614629e4_154)] [added: Disclosure](#iec64c760301d4617b1a814d9c6cfc996_157)] | | | [removed: [82](#if9d31eba223e4bf7b2b700df614629e4_154)] [added: [83](#iec64c760301d4617b1a814d9c6cfc996_157)] | | |

| [Item [removed: 9A.](#if9d31eba223e4bf7b2b700df614629e4_157)] [added: 9A.](#iec64c760301d4617b1a814d9c6cfc996_160)] | | | [Controls and [removed: Procedures](#if9d31eba223e4bf7b2b700df614629e4_157)] [added: Procedures](#iec64c760301d4617b1a814d9c6cfc996_160)] | | | [removed: [82](#if9d31eba223e4bf7b2b700df614629e4_157)] [added: [83](#iec64c760301d4617b1a814d9c6cfc996_160)] | | |

| [Item [removed: 9B.](#if9d31eba223e4bf7b2b700df614629e4_160)] [added: 9B.](#iec64c760301d4617b1a814d9c6cfc996_163)] | | | [Other [removed: Information](#if9d31eba223e4bf7b2b700df614629e4_160)] [added: Information](#iec64c760301d4617b1a814d9c6cfc996_163)] | | | [removed: [82](#if9d31eba223e4bf7b2b700df614629e4_160)] [added: [83](#iec64c760301d4617b1a814d9c6cfc996_163)] | | |

| [Item [removed: 9C.](#if9d31eba223e4bf7b2b700df614629e4_163)] [added: 9C.](#iec64c760301d4617b1a814d9c6cfc996_166)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#if9d31eba223e4bf7b2b700df614629e4_163)] [added: Inspections](#iec64c760301d4617b1a814d9c6cfc996_166)] | | | [removed: [82](#if9d31eba223e4bf7b2b700df614629e4_163)] [added: [83](#iec64c760301d4617b1a814d9c6cfc996_166)] | | |

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| [Item [removed: 12.](#if9d31eba223e4bf7b2b700df614629e4_175)] [added: 12.](#iec64c760301d4617b1a814d9c6cfc996_178)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#if9d31eba223e4bf7b2b700df614629e4_175)] [added: Matters](#iec64c760301d4617b1a814d9c6cfc996_178)] | | | [removed: [85](#if9d31eba223e4bf7b2b700df614629e4_175)] [added: [86](#iec64c760301d4617b1a814d9c6cfc996_178)] | | |

| [Item [removed: 13.](#if9d31eba223e4bf7b2b700df614629e4_178)] [added: 13.](#iec64c760301d4617b1a814d9c6cfc996_181)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#if9d31eba223e4bf7b2b700df614629e4_178)] [added: Independence](#iec64c760301d4617b1a814d9c6cfc996_181)] | | | [removed: [85](#if9d31eba223e4bf7b2b700df614629e4_178)] [added: [86](#iec64c760301d4617b1a814d9c6cfc996_181)] | | |

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| [Item [removed: 15.](#if9d31eba223e4bf7b2b700df614629e4_187)] [added: 15.](#iec64c760301d4617b1a814d9c6cfc996_190)] | | | [removed: [Exhibit and] [added: [Exhibit](#iec64c760301d4617b1a814d9c6cfc996_190)[s](#iec64c760301d4617b1a814d9c6cfc996_190) [and] Financial Statement [removed: Schedules](#if9d31eba223e4bf7b2b700df614629e4_187)] [added: Schedules](#iec64c760301d4617b1a814d9c6cfc996_190)] | | | [removed: [86](#if9d31eba223e4bf7b2b700df614629e4_187)] [added: [87](#iec64c760301d4617b1a814d9c6cfc996_190)] | | |

| [Item [removed: 16.](#if9d31eba223e4bf7b2b700df614629e4_190)] [added: 16.](#iec64c760301d4617b1a814d9c6cfc996_193)] | | | [Form 10-K [removed: Summary](#if9d31eba223e4bf7b2b700df614629e4_190)] [added: Summary](#iec64c760301d4617b1a814d9c6cfc996_193)] | | | [removed: [90](#if9d31eba223e4bf7b2b700df614629e4_190)] [added: [92](#iec64c760301d4617b1a814d9c6cfc996_193)] | | |

We believe that the most significant risk factors that could affect our financial performance in the near term include: (i) the [removed: impacts to] [added: impact on] underlying demand for our products from global economic conditions, [removed: political] [added: geopolitical] uncertainty, and changes in environmental [removed: standards] [added: standards, regulations] and [removed: governmental regulations;] [added: preferences;] (ii) competitors’ actions, including pricing, expansion in key markets, and product offerings; (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 [removed: 10-K for the fiscal year ended December 30, 2023.][added: 10-K.]

- International Operations – worldwide economic, social, [removed: political] [added: geopolitical] and market conditions; changes in [removed: political] [added: geopolitical] conditions, including those related to [added: trade relations and tariffs,] China, the Russia-Ukraine war, the Israel-Hamas war and related hostilities in the Middle East; fluctuations in foreign currency exchange rates; and other risks associated with 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, laws and regulations, [removed: tariffs and] customer preferences; [removed: increasing] environmental [removed: standards;] [added: regulations and sustainability trends;] the impact of competitive products and pricing; [added: the] execution and integration of acquisitions; selling prices; customer and supplier concentrations or consolidations; [added: the] financial condition of distributors; outsourced manufacturers; product and service [removed: quality;] [added: quality claims;] restructuring and other [removed: productivity] [added: cost reduction] actions; [added: our ability to generate sustained productivity improvement and our ability to achieve and sustain targeted cost reductions; the] timely development and market acceptance of new products, including sustainable or sustainably-sourced products; [added: our] investment in development activities and new production facilities; [removed: 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;] [added: the] collection of receivables from customers; [added: and] our sustainability and governance [removed: practices; and epidemics, pandemics or other outbreaks of illness][added: practices]

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

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

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

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

Our forward-looking statements are made only as of February [removed: 21, 2024.][added: 26, 2025.]

| 3.75% Senior Notes due 2034 | | | | | | AVY34 | | | | | | Nasdaq Stock Market | | |

[Table of Contents](#iec64c760301d4617b1a814d9c6cfc996_7)

| [PART I](#iec64c760301d4617b1a814d9c6cfc996_13) | | | | | | | | |

| [Item 1C.](#iec64c760301d4617b1a814d9c6cfc996_25) | | | [Cybersecurity](#iec64c760301d4617b1a814d9c6cfc996_25) | | | [18](#iec64c760301d4617b1a814d9c6cfc996_25) | | |

| [PART II](#iec64c760301d4617b1a814d9c6cfc996_37) | | | | | | | | |

| [PART III](#iec64c760301d4617b1a814d9c6cfc996_169) | | | | | | | | |

| [PART IV](#iec64c760301d4617b1a814d9c6cfc996_187) | | | | | | | | |

| | | | [Signatures](#iec64c760301d4617b1a814d9c6cfc996_196) | | | [93](#iec64c760301d4617b1a814d9c6cfc996_196) | | |

| | | | [Power of Attorney](#iec64c760301d4617b1a814d9c6cfc996_199) | | | [94](#iec64c760301d4617b1a814d9c6cfc996_199) | | |

[Table of Contents](#iec64c760301d4617b1a814d9c6cfc996_7)

[Table of Contents](#iec64c760301d4617b1a814d9c6cfc996_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 [removed: Contents](#if9d31eba223e4bf7b2b700df614629e4_7)][added: Contents](#iec64c760301d4617b1a814d9c6cfc996_7)]

Our cybersecurity risk management [removed: ("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 [removed: Framework ("CSF").][added: Framework.]

We use these frameworks to help us identify, assess and manage cybersecurity risks relevant to our [removed: business.][added: business and do not intend to suggest that we meet any particular technical standards, specifications or requirements.]

Our [removed: CSRM] [added: cybersecurity risk management] program complements our overall enterprise risk management program, using similar methodologies and governance processes to identify risks and mitigating strategies.

Our [removed: CSRM] [added: cybersecurity risk management] 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 [removed: IT] [added: information technology] environment; an [removed: IT] [added: information technology] 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.

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 [removed: CSRM] [added: cybersecurity risk management] program and engaging with management on cybersecurity and other risks related to our [removed: IT] [added: information technology] controls and [removed: security at least twice per year.][added: security.]

The team has primary responsibility for our overall [removed: CSRM] [added: cybersecurity risk management] 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 [removed: IT] [added: information technology] 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 [removed: IT] [added: information technology] environment.

[Table of [removed: Contents](#if9d31eba223e4bf7b2b700df614629e4_7)][added: Contents](#iec64c760301d4617b1a814d9c6cfc996_7)]

Our Information Security Officer (“ISO”) reports directly to our Chief Information Officer (“CIO”), a member of our Company Leadership Team and direct report of our Chief Executive Officer (“CEO”).

The CIO and ISO together provide updates and discuss our cybersecurity preparedness with the Audit Committee at least semiannually, which its Chair then reports on to our full Board.

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

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.

As of December [removed: 30, 2023,] [added: 28, 2024,] we operated manufacturing facilities in excess of 100,000 square feet in the reportable segments and locations listed below.

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

| 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; [added: Chungju, South Korea;] Rodange, Luxembourg; Bangi, Malaysia; Queretaro, Mexico; Rayong, Thailand; and Cramlington, United Kingdom | | |

| U.S. | | | [added: Fort Wayne, Indiana;] New Century, [removed: Kansas and] [added: Kansas;] Miamisburg, [removed: Ohio] [added: Ohio; and Nashville, Tennessee] | | |

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

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

[Table of [removed: Contents](#if9d31eba223e4bf7b2b700df614629e4_7)][added: Contents](#iec64c760301d4617b1a814d9c6cfc996_7)]

We did not sell securities in any unregistered transactions during fiscal year [removed: 2023.][added: 2024.]

We had [removed: 3,600] [added: 3,391] shareholders of record as of December [removed: 30, 2023,] [added: 28, 2024,] the last day of our [removed: 2023] [added: 2024] fiscal 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 Index, S&P 500 Industrials Index and Dow Jones U.S. Container & Packaging Index, in each case for the five-year period ending December 31, [removed: 2023.][added: 2024.]

[removed: ][added: ]

| | | | [removed: 12/31/2018 | | |] 12/31/2019 | | | 12/31/2020 | | | 12/31/2021 | | | 12/31/2022 | | | 12/31/2023 | | | [added: 12/31/2024 | | |]

| Dow Jones U.S. Container & Packaging Index | | | 100 | | | [removed: 129] [added: 121] | | | [removed: 156] [added: 135] | | | [removed: 173] [added: 112] | | | [removed: 142] [added: 120] | | | [removed: 153] [added: 136] | | |

[removed: (1)Assumes] [added: (1) Assumes] $100 invested on December 31, [removed: 2018] [added: 2019] and reinvestment of dividends.

[Table of [removed: Contents](#if9d31eba223e4bf7b2b700df614629e4_7)][added: Contents](#iec64c760301d4617b1a814d9c6cfc996_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: 2023] [added: 2024] are shown in the table below.

[removed: (1)The] [added: (1) The] periods shown are our fiscal months during the thirteen-week quarter ended December [removed: 30, 2023.][added: 28, 2024.]

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

[removed: (3)Average] [added: (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.

[removed: (4)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.

Board authorizations remain in effect until shares in the amount authorized thereunder have been [removed: repurchased..][added: repurchased.]

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

| Avery Dennison | | | $ | 100 | | $ | 121 | | $ | 171 | | $ | 145 | | $ | 165 | | $ | 155 | |

| S&P 500 Industrials Index | | | 100 | | | 111 | | | 135 | | | 127 | | | 150 | | | 176 | | |

| S&P 500 Index | | | 100 | | | 118 | | | 152 | | | 125 | | | 158 | | | 197 | | |

| September 29, 2024 – October 26, 2024 | | | | | | 105.5 | | | | | | $ | 215.1 | | | | | 105.5 | | | | | | $ | 462.9 | |

| October 27, 2024 – November 23, 2024 | | | | | | 271.7 | | | | | | 203.2 | | | | | | 271.7 | | | | | | 407.7 | | |

| November 24, 2024 – December 28, 2024 | | | | | | 311.0 | | | | | | 195.6 | | | | | | 311.0 | | | | | | 346.9 | | |

| Total | | | | | | 688.2 | | | | | | $ | 201.6 | | | | | 688.2 | | | | | | $ | 346.9 | |

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 | | |

| 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 | |

[Table of [removed: Contents](#if9d31eba223e4bf7b2b700df614629e4_7)][added: Contents](#iec64c760301d4617b1a814d9c6cfc996_7)]

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#if9d31eba223e4bf7b2b700df614629e4_79) 238[)](#if9d31eba223e4bf7b2b700df614629e4_79)[](#if9d31eba223e4bf7b2b700df614629e4_79)] [added: ID](#iec64c760301d4617b1a814d9c6cfc996_82) 238[)](#iec64c760301d4617b1a814d9c6cfc996_82)[](#iec64c760301d4617b1a814d9c6cfc996_82)] | | | [removed: [40](#if9d31eba223e4bf7b2b700df614629e4_79)] [added: [39](#iec64c760301d4617b1a814d9c6cfc996_82)] | | |

| [Consolidated Financial [removed: Statements:](#if9d31eba223e4bf7b2b700df614629e4_82)] [added: Statements:](#iec64c760301d4617b1a814d9c6cfc996_85)] | | | | | |

| [Consolidated Balance Sheets as of [added: December](#iec64c760301d4617b1a814d9c6cfc996_88) [28](#iec64c760301d4617b1a814d9c6cfc996_88)[, 202](#iec64c760301d4617b1a814d9c6cfc996_88)[4](#iec64c760301d4617b1a814d9c6cfc996_88) [and] December [removed: 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)] [added: 3](#iec64c760301d4617b1a814d9c6cfc996_88)[0](#iec64c760301d4617b1a814d9c6cfc996_88)[, 202](#iec64c760301d4617b1a814d9c6cfc996_88)[3](#iec64c760301d4617b1a814d9c6cfc996_88)] | | | [removed: [42](#if9d31eba223e4bf7b2b700df614629e4_85)] [added: [41](#iec64c760301d4617b1a814d9c6cfc996_88)] | | |

| [Consolidated Statements of Income for [removed: 202](#if9d31eba223e4bf7b2b700df614629e4_88)[3](#if9d31eba223e4bf7b2b700df614629e4_88)[, 202](#if9d31eba223e4bf7b2b700df614629e4_88)[2](#if9d31eba223e4bf7b2b700df614629e4_88)] [added: 202](#iec64c760301d4617b1a814d9c6cfc996_91)[4](#iec64c760301d4617b1a814d9c6cfc996_91)[, 202](#iec64c760301d4617b1a814d9c6cfc996_91)[3](#iec64c760301d4617b1a814d9c6cfc996_91)] [and [removed: 202](#if9d31eba223e4bf7b2b700df614629e4_88)[1](#if9d31eba223e4bf7b2b700df614629e4_88)[](#if9d31eba223e4bf7b2b700df614629e4_88)] [added: 202](#iec64c760301d4617b1a814d9c6cfc996_91)[2](#iec64c760301d4617b1a814d9c6cfc996_91)[](#iec64c760301d4617b1a814d9c6cfc996_91)] | | | [removed: [43](#if9d31eba223e4bf7b2b700df614629e4_88)] [added: [42](#iec64c760301d4617b1a814d9c6cfc996_91)] | | |

| [Consolidated Statements of Comprehensive Income for [removed: 202](#if9d31eba223e4bf7b2b700df614629e4_91)[3](#if9d31eba223e4bf7b2b700df614629e4_91)[, 202](#if9d31eba223e4bf7b2b700df614629e4_91)[2](#if9d31eba223e4bf7b2b700df614629e4_91)] [added: 202](#iec64c760301d4617b1a814d9c6cfc996_94)[4](#iec64c760301d4617b1a814d9c6cfc996_94)[, 202](#iec64c760301d4617b1a814d9c6cfc996_94)[3](#iec64c760301d4617b1a814d9c6cfc996_94)] [and [removed: 202](#if9d31eba223e4bf7b2b700df614629e4_91)[1](#if9d31eba223e4bf7b2b700df614629e4_91)[](#if9d31eba223e4bf7b2b700df614629e4_91)] [added: 202](#iec64c760301d4617b1a814d9c6cfc996_94)[2](#iec64c760301d4617b1a814d9c6cfc996_94)] | | | [removed: [44](#if9d31eba223e4bf7b2b700df614629e4_91)] [added: [43](#iec64c760301d4617b1a814d9c6cfc996_94)] | | |

| [Consolidated Statements of Shareholders’ Equity for [removed: 202](#if9d31eba223e4bf7b2b700df614629e4_94)[3](#if9d31eba223e4bf7b2b700df614629e4_94)[, 202](#if9d31eba223e4bf7b2b700df614629e4_94)[2](#if9d31eba223e4bf7b2b700df614629e4_94)] [added: 202](#iec64c760301d4617b1a814d9c6cfc996_97)[4](#iec64c760301d4617b1a814d9c6cfc996_97)[, 202](#iec64c760301d4617b1a814d9c6cfc996_97)[3](#iec64c760301d4617b1a814d9c6cfc996_97)] [and [removed: 202](#if9d31eba223e4bf7b2b700df614629e4_94)[1](#if9d31eba223e4bf7b2b700df614629e4_94)[](#if9d31eba223e4bf7b2b700df614629e4_94)] [added: 202](#iec64c760301d4617b1a814d9c6cfc996_97)[2](#iec64c760301d4617b1a814d9c6cfc996_97)[](#iec64c760301d4617b1a814d9c6cfc996_97)] | | | [removed: [45](#if9d31eba223e4bf7b2b700df614629e4_94)] [added: [44](#iec64c760301d4617b1a814d9c6cfc996_97)] | | |

| [Consolidated Statements of Cash Flows for [removed: 202](#if9d31eba223e4bf7b2b700df614629e4_97)[3](#if9d31eba223e4bf7b2b700df614629e4_97)[, 202](#if9d31eba223e4bf7b2b700df614629e4_97)[2](#if9d31eba223e4bf7b2b700df614629e4_97) [and 202](#if9d31eba223e4bf7b2b700df614629e4_97)[1](#if9d31eba223e4bf7b2b700df614629e4_97)[](#if9d31eba223e4bf7b2b700df614629e4_97)] [added: 202](#iec64c760301d4617b1a814d9c6cfc996_100)[4](#iec64c760301d4617b1a814d9c6cfc996_100)[, 202](#iec64c760301d4617b1a814d9c6cfc996_100)[3](#iec64c760301d4617b1a814d9c6cfc996_100) [](#iec64c760301d4617b1a814d9c6cfc996_100)[and 202](#iec64c760301d4617b1a814d9c6cfc996_100)[2](#iec64c760301d4617b1a814d9c6cfc996_100)] | | | [removed: [46](#if9d31eba223e4bf7b2b700df614629e4_97)] [added: [45](#iec64c760301d4617b1a814d9c6cfc996_100)] | | |

| [Notes to Consolidated Financial [removed: Statements](#if9d31eba223e4bf7b2b700df614629e4_100)] [added: Statements](#iec64c760301d4617b1a814d9c6cfc996_103)] | | | [removed: [47](#if9d31eba223e4bf7b2b700df614629e4_100)] [added: [46](#iec64c760301d4617b1a814d9c6cfc996_103)] | | |

[Table of [removed: Contents](#if9d31eba223e4bf7b2b700df614629e4_7)][added: Contents](#iec64c760301d4617b1a814d9c6cfc996_7)]

We have audited the accompanying consolidated balance sheets of Avery Dennison Corporation and its subsidiaries (the “Company”) as of December [removed: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022,] [added: 30, 2023,] and the related consolidated statements of income, of comprehensive income, of shareholders’ equity and of cash flows for each of the three years in the period ended December [removed: 30, 2023,] [added: 28, 2024,] 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: 30, 2023,] [added: 28, 2024,] 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: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022,] [added: 30, 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December [removed: 30, 2023] [added: 28, 2024] 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: 30, 2023,] [added: 28, 2024,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the COSO.

Control generally transfers to a customer [removed: 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 [removed: $8,364.3] [added: $8,755.7] million for the year ended December [removed: 30, 2023,] [added: 28, 2024,] of which a majority relates to certain product revenue in the Company’s Materials Group and Solutions Group reportable segments.

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the recognition of certain product revenue [removed: as the] [added: for an] amount [removed: of] [added: that reflects the] consideration which is expected from the sale of products when the Company satisfies a performance obligation.

These procedures also included, among others (i) testing [removed: the completeness, accuracy, and occurrence of] [added: certain product] revenue [removed: recognized for] [added: transactions, on] a sample [removed: of revenue transactions] [added: basis,] by obtaining and inspecting source documents, such as purchase orders, invoices, contracts, proof of [removed: shipment,] [added: shipment or delivery,] and subsequent payment [removed: receipts and] [added: receipts;] (ii) [removed: confirming] [added: testing certain product revenue transactions by developing an independent expectation of revenue and comparing the independent expectation to the amount recorded; and (iii) confirming, on] a sample [removed: of] [added: basis,] outstanding customer invoice balances as of December [removed: 30, 2023] [added: 28, 2024] and, for confirmations not returned, obtaining and inspecting source documents, such as [added: purchase orders,] invoices, proof of [removed: shipment,] [added: shipment or delivery,] and subsequent payment receipts.

| (Dollars in millions, except per share amount) | | | | | | December [removed: 30, 2023] [added: 28, 2024] | | | | | | December [removed: 31, 2022] [added: 30, 2023] | | |

| Cash and cash equivalents | | | | | | $ | [removed: 215.0] [added: 329.1] | | | | | $ | [removed: 167.2] [added: 215.0] | |

| Trade accounts receivable, less allowances of [added: $29.0 and] $34.4 at year-end [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023, respectively] | | | | | | [removed: 1,414.9] [added: 1,466.2] | | | | | | [removed: 1,374.4] [added: 1,414.9] | | |

| Inventories | | | | | | [removed: 920.7] [added: 978.1] | | | | | | [removed: 1,009.9] [added: 920.7] | | |

| Other current assets | | | | | | [removed: 245.4] [added: 305.3] | | | | | | [removed: 230.5] [added: 245.4] | | |

| Total current assets | | | | | | [removed: 2,796.0] [added: 3,078.7] | | | | | | [removed: 2,782.0] [added: 2,796.0] | | |

| Property, plant and equipment, net | | | | | | [removed: 1,625.8] [added: 1,586.7] | | | | | | [removed: 1,540.2] [added: 1,625.8] | | |

| Goodwill | | | | | | [removed: 2,013.6] [added: 1,976.2] | | | | | | [removed: 1,862.4] [added: 2,013.6] | | |

| Other intangibles resulting from business acquisitions, net | | | | | | [removed: 849.1] [added: 755.3] | | | | | | [removed: 840.3] [added: 849.1] | | |

| Deferred tax assets | | | | | | [removed: 115.7] [added: 110.0] | | | | | | [removed: 115.1] [added: 115.7] | | |

| Other assets | | | | | | [removed: 809.6] [added: 897.3] | | | | | | [removed: 810.5] [added: 809.6] | | |

| Short-term borrowings and current portion of long-term debt and finance leases | | | | | | $ | [removed: 622.2] [added: 592.3] | | | | | $ | [removed: 598.6] [added: 622.2] | |

| Accounts payable | | | | | | [removed: 1,277.1] [added: 1,340.7] | | | | | | [removed: 1,339.3] [added: 1,277.1] | | |

| Accrued payroll and employee benefits | | | | | | [removed: 213.4] [added: 288.9] | | | | | | [removed: 228.5] [added: 213.4] | | |

| Accrued trade rebates | | | | | | [removed: 142.4] [added: 157.9] | | | | | | [removed: 173.8] [added: 142.4] | | |

| Income taxes payable | | | | | | [removed: 57.6] [added: 74.7] | | | | | | [removed: 76.2] [added: 57.6] | | |

| Other current liabilities | | | | | | [removed: 386.8] [added: 408.1] | | | | | | [removed: 383.4] [added: 386.8] | | |

| Total current liabilities | | | | | | [removed: 2,699.5] [added: 2,862.6] | | | | | | [removed: 2,799.8] [added: 2,699.5] | | |

| Long-term debt and finance leases | | | | | | [removed: 2,622.1] [added: 2,559.9] | | | | | | [removed: 2,503.5] [added: 2,622.1] | | |

| Long-term retirement benefits and other liabilities | | | | | | [removed: 500.3] [added: 434.6] | | | | | | [removed: 367.1] [added: 500.3] | | |

| Deferred tax liabilities and income taxes payable | | | | | | [removed: 260.0] [added: 234.8] | | | | | | [removed: 247.9] [added: 260.0] | | |

| Common stock, $1 par value per share, authorized – 400,000,000 shares at year-end [removed: 2023] [added: 2024] and [removed: 2022;] [added: 2023;] issued – 124,126,624 shares at year-end [removed: 2023] [added: 2024] and [removed: 2022;] [added: 2023;] outstanding – [removed: 80,495,585] [added: 79,800,396] and [removed: 80,810,016] [added: 80,495,585] shares at year-end [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | | | | 124.1 | | | | | | 124.1 | | |

| Capital in excess of par value | | | | | | [removed: 854.5] [added: 840.6] | | | | | | [removed: 879.3] [added: 854.5] | | |

[Table of Contents](#iec64c760301d4617b1a814d9c6cfc996_7)

| February 26, 2025 | | |

[Table of Contents](#iec64c760301d4617b1a814d9c6cfc996_7)

| Total assets | | | | | | $ | 8,404.2 | | | | | $ | 8,209.8 | |

| Total liabilities and shareholders' equity | | | | | | $ | 8,404.2 | | | | | $ | 8,209.8 | |

[Table of Contents](#iec64c760301d4617b1a814d9c6cfc996_7)

[Table of Contents](#iec64c760301d4617b1a814d9c6cfc996_7)

| Fair value hedges: | | | | | | | | | | | | | | | | | | | | |

| Changes in excluded components of fair value hedges | | | | | | 2.0 | | | | | | — | | | | | | — | | |

[Table of Contents](#iec64c760301d4617b1a814d9c6cfc996_7)

| Issuance of 340,048 shares under stock-based compensation plans | | | | | | — | | | | | | (13.9) | | | | | | 7.7 | | | | | | 26.8 | | | | | | — | | | | | | 20.6 | | |

| Contribution of 149,543 shares to 401(k) plan | | | | | | — | | | | | | — | | | | | | 24.3 | | | | | | 7.6 | | | | | | — | | | | | | 31.9 | | |

| Balance as of December 28, 2024 | | | | | | $ | 124.1 | | | | | $ | 840.6 | | | | | $ | 5,151.2 | | | | | $ | (3,347.5) | | | | | $ | (456.1) | | | | | $ | 2,312.3 | |

[Table of Contents](#iec64c760301d4617b1a814d9c6cfc996_7)

| Net income | | | | | | $ | 704.9 | | | | | $ | 503.0 | | | | | $ | 757.1 | |

| Purchases of Argentine Blue Chip Swap securities | | | | | | (34.2) | | | | | | — | | | | | | — | | |

| Proceeds from sales of Argentine Blue Chip Swap securities | | | | | | 24.0 | | | | | | — | | | | | | — | | |

[Table of Contents](#iec64c760301d4617b1a814d9c6cfc996_7)

We are a global materials science and digital identification solutions company.

Subsequent to fiscal year-end 2024, in January 2025, the Audit Committee of our Board of Directors approved a change to our previous 52- or 53-week fiscal year generally ending on the Saturday closest to December 31 to a fiscal year coincident with the calendar year.

Our 2025 fiscal year that began on December 29, 2024 will end on December 31, 2025 and fiscal years 2026 and beyond will begin on January 1 and end on December 31.

*Segment Disclosures*

In the fourth quarter of 2024, we adopted guidance that requires additional disclosures about significant segment expenses.

[Table of Contents](#iec64c760301d4617b1a814d9c6cfc996_7)

Cloud Computing Arrangements

We expense costs incurred during the preliminary project stage and the post-implementation and/or operation stage.

Capitalized implementation costs, which are included in “Other assets” in the Consolidated Balance Sheets, are amortized on a straight-line basis over the term of the hosting arrangement plus optional renewal periods, which is generally between five and ten years.

Venture investments that are publicly traded companies are recorded at fair value using Level 1 inputs.

[Table of Contents](#iec64c760301d4617b1a814d9c6cfc996_7)

[Table of Contents](#iec64c760301d4617b1a814d9c6cfc996_7)

All derivative financial instruments are accounted for at fair value and recognized as assets or liabilities in the Consolidated Balance Sheets.

Accounting for the gain or loss resulting from the changes in the fair value of a derivative financial instrument depends on whether it has been designated as part of a hedging relationship and is highly effective, as well as the nature of the hedging activity.

We formally document all relationships between derivative financial instruments accounted for as designated hedges, the hedged item, the method for assessing effectiveness and the treatment of excluded components.

These financial instruments can be designated as:

- Fair value hedges - Hedges of the change in the fair value of a recognized asset or liability.

The gain or loss from the derivative, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in income during the period of the change in fair value.

Hedge effectiveness is based on the spot method and expected to be perfectly effective.

Excluded components are not included in the effectiveness assessment, recognized in a systematic and rational method over the term of the contracts and recorded to the same income statement line as the item being hedged.

- Cash flow hedges - Hedges to reduce the variability of future expected cash flows.

- Net investment hedges - Hedges of the currency exposure related to a net investment in a foreign operation.

| | | | | | |

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

| February 21, 2024 | | |

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

| Equity method investment (losses) gains | | | | | | — | | | | | | — | | | | | | (3.9) | | |

| Balance as of January 2, 2021 | | | | | | $ | 124.1 | | | | | $ | 862.1 | | | | | $ | 3,349.3 | | | | | $ | (2,501.0) | | | | | $ | (349.6) | | | | | $ | 1,484.9 | |

| Issuance of 257,189 shares under stock-based compensation plans | | | | | | — | | | | | | .2 | | | | | | (7.2) | | | | | | 16.6 | | | | | | — | | | | | | 9.6 | | |

| Contribution of 123,015 shares to 401(k) plan | | | | | | — | | | | | | — | | | | | | 19.1 | | | | | | 5.5 | | | | | | — | | | | | | 24.6 | | |

*Supplier Finance Programs*

In the first quarter of 2023, we adopted guidance that requires disclosures of key supplier finance program terms, information about obligations under these programs and a rollforward of these obligations.

This guidance was effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the disclosure on rollforward information, which is effective for fiscal years beginning after December 15, 2023.

- The financial condition of customers;

- The aging of receivable balances;

- Our historical collection experience; and

Derivatives designated as hedges are classified as either (1) hedges of the fair value of a recognized asset or liability or an unrecognized firm commitment (“fair value” hedges) or (2) hedges of a forecasted transaction or the variability of cash flows that are to be received or paid in connection with a recognized asset or liability (“cash flow” hedges).

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.

We are currently assessing the impact of adopting this guidance on our financial statement disclosures.

In December 2023, the FASB issued guidance on improvements to income tax disclosures in the rate reconciliation and income taxes paid.

The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

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.

Vestcom Acquisition

On August 31, 2021, we completed our business 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.

The impact of the Vestcom acquisition was not material to the pro forma net sales or net income of our combined operations for the periods presented.

Post-acquisition net sales and net income related to Vestcom were not material to the Consolidated Statements of Income for 2021.

Other 2021 Business Acquisitions

On March 18, 2021, we completed our business 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 expanded the product portfolio in our Solutions Group reportable segment.

On March 1, 2021, we completed our business 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.

The acquisitions of ZippyYum and JDC are referred to collectively as the “Other 2021 Acquisitions.”

The aggregate purchase consideration for the Other 2021 Acquisitions was approximately $43 million.

We funded the Other 2021 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 approximately $13 million subject to the acquired company’s achievement of certain post-acquisition performance targets.

As of the acquisition date, we estimated the fair value of these earn-out payments to be approximately $12 million, which was included in the $43 million of aggregate purchase consideration.

The Other 2021 Acquisitions were not material, individually or in the aggregate, to the Consolidated Financial Statements.

| Goodwill as of January 1, 2022 | | | | | | $ | 645.5 | | | | | $ | 1,236.0 | | | | | | | | | | | | | | | | | $ | 1,881.5 | |

| Acquisitions(1) | | | | | | — | | | | | | 16.3 | | | | | | | | | | | | | | | | | | 16.3 | | |

Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December [removed: 30, 2023.][added: 28, 2024.]

The effectiveness of our internal control over financial reporting as of December [removed: 30, 2023] [added: 28, 2024] 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 report.

[removed: None of our directors or executive officers adopted or terminated a] [added: There were no] Rule 10b5-1 trading [removed: arrangement] [added: arrangements] or [removed: a] non-Rule 10b5-1 trading [removed: arrangement] [added: arrangements] (as defined in Item 408(c) of Regulation S-K) [added: adopted or terminated by any of our directors or executive officers] during the fourth quarter of [removed: 2023.][added: 2024.]

[Table of [removed: Contents](#if9d31eba223e4bf7b2b700df614629e4_7)][added: Contents](#iec64c760301d4617b1a814d9c6cfc996_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: 25, 2024] [added: 24, 2025] (our [removed: “2024] [added: “2025] 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: 2024] [added: 2025] Proxy Statement.

The information required by this Item concerning our Audit Committee is incorporated by reference from our [removed: 2024] [added: 2025] Proxy Statement.

[Table of [removed: Contents](#if9d31eba223e4bf7b2b700df614629e4_7)][added: Contents](#iec64c760301d4617b1a814d9c6cfc996_7)]

| Deon M. Stander President and Chief Executive Officer | | | | | | [removed: 55] [added: 56] | | | | | | August 2016 | | | | | | 2022-2023 | | | | | | President and Chief Operating Officer | | |

| Mitchell R. Butier Executive Chairman | | | | | | [removed: 52] [added: 53] | | | | | | March 2007 | | | | | | 2022-2023 | | | | | | Chairman and Chief Executive Officer | | |

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

| Gregory S. Lovins Senior Vice President and Chief Financial [removed: Officer] [added: Officer(2)] | | | | | | [removed: 51] [added: 52] | | | | | | March 2017 | | | | | | 2017 | | | | | | Vice President and Interim Chief Financial Officer | | |

| Deena Baker-Nel Senior Vice President and Chief Human Resources Officer | | | | | | [removed: 53] [added: 54] | | | | | | September 2020 | | | | | | 2020-2022 | | | | | | Vice President and Chief Human Resources Officer | | |

| Nicholas R. Colisto Senior Vice President and Chief Information Officer | | | | | | [removed: 57] [added: 58] | | | | | | September 2020 | | | | | | 2018-2022 | | | | | | Vice President and Chief Information Officer | | |

| Francisco Melo President, Solutions Group | | | | | | [removed: 50] [added: 51] | | | | | | April 2023 | | | | | | 2022-2023 | | | | | | Senior Vice President and General Manager, Avery Dennison Smartrac | | |

| Divina F. Santiago Vice President, Controller | | | | | | [removed: 54] [added: 55] | | | | | | September 2023 | | | | | | 2022-2023 | | | | | | Vice [removed: President] [added: President,] Finance | | |

| Ignacio J. Walker Senior Vice President and Chief Legal Officer | | | | | | [removed: 47] [added: 48] | | | | | | September 2020 | | | | | | 2020-2022 | | | | | | Vice President and Chief Legal Officer | | |

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

| Danny G. Allouche Senior Vice President, Chief Strategy and Corporate Development Officer, and Interim Chief Financial Officer | | | | | | 50 | | | | | | November 2024 | | | | | | 2022-2024 | | | | | | Senior Vice President and Chief Strategy and Corporate Development Officer | | |

| | | | | | | | | | | | | | | | 2021-2022 | | | | | | Vice President, Chief Strategy and Corporate Development Officer | | | | | |

| | | | | | | | | | | | | | | | 2016-2021 | | | | | | Vice President, Corporate Development | | | | | |

| | | | | | | | | | | | | | | | 2015-2016 | | | | | | Vice President, Treasury and Corporate Development | | | | | |

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

| Name and Position | | | | | | Age | | | | | | Executive Officer Since | | | | | | Former Positions within Past Five Years/ Officer Positions with Avery Dennison | | | | | | | | |

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

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

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

| Ryan D. Yost President, Materials Group | | | | | | 49 | | | | | | March 2024 | | | | | | 2023-2024 | | | | | | Vice President and General Manager, Identification Solutions and Vestcom | | |

| | | | | | | | | | | | | | | | 2021-2023 | | | | | | Vice President and General Manager, Identification Solutions | | | | | |

| | | | | | | | | | | | | | | | | | | 2019-2021 | | | | | | Vice President and General Manager, Printer Solutions | | |

(2) On leave of absence

Insider Trading Policy

We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable exchange listing standards.

Our insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

[Table of Contents](#iec64c760301d4617b1a814d9c6cfc996_7)

The information required by this Item is incorporated by reference from our [removed: 2024] [added: 2025] Proxy Statement.

The information required by this Item is incorporated by reference from our [removed: 2024] [added: 2025] Proxy Statement.

The information required by this Item is incorporated by reference from our [removed: 2024] [added: 2025] Proxy Statement.

The information required by this Item is incorporated by reference from our [removed: 2024] [added: 2025] Proxy Statement.

[Table of [removed: Contents](#if9d31eba223e4bf7b2b700df614629e4_7)][added: Contents](#iec64c760301d4617b1a814d9c6cfc996_7)]

For the Year Ended December [removed: 30, 2023][added: 28, 2024]

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

| [removed: 3.1(ii)] [added: 3.1(iii)] | | | | | | [Amended and Restated Bylaws, effective as of [removed: 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)] [added: April 25,](https://www.sec.gov/Archives/edgar/data/8818/000000881824000007/ex328k4-26x24.htm) [](https://www.sec.gov/Archives/edgar/data/8818/000000881824000007/ex328k4-26x24.htm)[2024](https://www.sec.gov/Archives/edgar/data/8818/000000881824000007/ex328k4-26x24.htm)] | | | | | | [removed: 3.1] [added: 3.2] | | | | | | Current Report on Form 8-K, filed [removed: February 27, 2023] [added: April 26, 2024] | | |

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

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

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

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

[Table of [removed: Contents](#if9d31eba223e4bf7b2b700df614629e4_7)][added: Contents](#iec64c760301d4617b1a814d9c6cfc996_7)]

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

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

| [removed: 4.10] [added: 4.9] | | | | | | [Fourth Supplemental Indenture, dated as of March 3, 2017, between Registrant and The Bank of New York Mellon Trust Company, N.A. (“BNY Mellon”) as Trustee (including Form of 1.250% Senior Notes due 2025 on Exhibit A [removed: thereto)](http://www.sec.gov/Archives/edgar/data/8818/000110465917014095/a17-6848_4ex4d2.htm)] [added: thereto)](https://www.sec.gov/Archives/edgar/data/8818/000110465917014095/a17-6848_4ex4d2.htm)] | | | | | | 4.2 | | | | | | Current Report on Form 8-K, filed March 3, 2017 | | |

| [removed: 4.11] [added: 4.10] | | | | | | [Fifth Supplemental Indenture, dated as of December 6, 2018, between Registrant and BNY Mellon, as Trustee (including Form of 4.875% Senior Notes due 2028 on Exhibit A [removed: thereto)](http://www.sec.gov/Archives/edgar/data/8818/000110465918071629/a18-41196_1ex4d2.htm)] [added: thereto)](https://www.sec.gov/Archives/edgar/data/8818/000110465918071629/a18-41196_1ex4d2.htm)] | | | | | | 4.2 | | | | | | Current Report on Form 8-K, filed December 6, 2018 | | |

| [removed: 4.12] [added: 4.11] | | | | | | [Sixth Supplemental Indenture, dated as of March 11, 2020, between Registrant and BNY Mellon, as Trustee (including Form of 2.650% Senior Notes due 2030 on Exhibit A [removed: thereto)](http://www.sec.gov/Archives/edgar/data/8818/000110465920031939/tm2012374d1_4-2.htm)] [added: thereto)](https://www.sec.gov/Archives/edgar/data/8818/000110465920031939/tm2012374d1_4-2.htm)] | | | | | | 4.2 | | | | | | Current Report on Form 8-K, filed March 11, 2020 | | |

| 4.13 | | | | | | [removed: [Seventh] [added: [Eighth] Supplemental Indenture, dated as of August 18, 2021, between Registrant and BNY Mellon, as Trustee (including Form of [removed: 0.850%] [added: 2.250%] Senior Notes due [removed: 2024] [added: 2032] on Exhibit A [removed: thereto)](http://www.sec.gov/Archives/edgar/data/8818/000119312521250382/d206178dex42.htm)] [added: thereto)](https://www.sec.gov/Archives/edgar/data/8818/000119312521250382/d206178dex43.htm)] | | | | | | [removed: 4.2] [added: 4.3] | | | | | | Current Report on Form 8-K filed on August 18, 2021 | | |

| [removed: 4.14] [added: 4.12] | | | | | | [removed: [Eighth] [added: [Seventh] Supplemental Indenture, dated as of August 18, 2021, between Registrant and BNY Mellon, as [removed: Trustee (including Form of 2.250% Senior Notes due 2032 on Exhibit A thereto)](http://www.sec.gov/Archives/edgar/data/8818/000119312521250382/d206178dex43.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/8818/000119312521250382/d206178dex42.htm)] | | | | | | [removed: 4.3] [added: 4.2] | | | | | | Current Report on Form 8-K filed on August 18, 2021 | | |

| [removed: 4.15] [added: 4.14] | | | | | | [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 [removed: thereto).](https://www.sec.gov/Archives/edgar/data/8818/000119312523071285/d476188dex42.htm)] [added: 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 | | |

| 10.1 | | | | | | [removed: [Amendment No. 2 to Credit] [added: [Credit] Agreement, [removed: dated as] [added: dated](https://www.sec.gov/Archives/edgar/data/8818/000119312524170372/d844816dex101.htm) [](https://www.sec.gov/Archives/edgar/data/8818/000119312524170372/d844816dex101.htm)[as] of [removed: January 24, 2023, by and] [added: June 26, 2024,] among [removed: Avery Dennison Corporation, a Delaware corporation,] [added: Registrant,] as [removed: the borrower, Bank] [added: borrower; a](https://www.sec.gov/Archives/edgar/data/8818/000119312524170372/d844816dex101.htm) [](https://www.sec.gov/Archives/edgar/data/8818/000119312524170372/d844816dex101.htm)[syndicate] of [removed: America,] [added: lenders party thereto; Mizuho Bank, Ltd.,](https://www.sec.gov/Archives/edgar/data/8818/000119312524170372/d844816dex101.htm) [](https://www.sec.gov/Archives/edgar/data/8818/000119312524170372/d844816dex101.htm)[as administrative agent; Mizuho Bank, Ltd. and Bank of](https://www.sec.gov/Archives/edgar/data/8818/000119312524170372/d844816dex101.htm) [](https://www.sec.gov/Archives/edgar/data/8818/000119312524170372/d844816dex101.htm)[America,] N.A., as [removed: the administrative agent,] [added: syndication agents;] and [removed: the other lenders party thereto.](https://www.sec.gov/Archives/edgar/data/8818/000119312523018210/d445993dex101.htm)] [added: Citibank,](https://www.sec.gov/Archives/edgar/data/8818/000119312524170372/d844816dex101.htm) [](https://www.sec.gov/Archives/edgar/data/8818/000119312524170372/d844816dex101.htm)[N.A., as](https://www.sec.gov/Archives/edgar/data/8818/000119312524170372/d844816dex101.htm) [](https://www.sec.gov/Archives/edgar/data/8818/000119312524170372/d844816dex101.htm)[d](https://www.sec.gov/Archives/edgar/data/8818/000119312524170372/d844816dex101.htm)[ocumentation agent](https://www.sec.gov/Archives/edgar/data/8818/000119312524170372/d844816dex101.htm)] | | | | | | 10.1 | | | | | | Current Report on Form 8-K, filed [removed: January 30, 2023] [added: June 27, 2024] | | |

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

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

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

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

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

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

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

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

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

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

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

| 10.13* | | | | | | [2005 Executive Variable Deferred Retirement Plan, amended and [removed: restated](http://www.sec.gov/Archives/edgar/data/8818/000110465913037800/a13-7643_1ex10d1.htm)] [added: restated](https://www.sec.gov/Archives/edgar/data/8818/000000881824000016/ex447-30x24.htm) [January 1, 2019](https://www.sec.gov/Archives/edgar/data/8818/000000881824000016/ex447-30x24.htm)[](https://www.sec.gov/Archives/edgar/data/8818/000000881824000016/ex447-30x24.htm)] | | | | | | [removed: 10.1] [added: 4.4] | | | | | | [removed: Quarterly Report] [added: Registration Statement] on Form [removed: 10-Q,] [added: S-8,] filed [removed: May 7, 2013] [added: July 30, 2024] | | |

| [removed: 10.14*] [added: 10.14*†] | | | | | | [Amended and Restated Key Executive Change of Control Severance [removed: Plan](http://www.sec.gov/Archives/edgar/data/8818/000110465920055617/avy-20200331xex10d4.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/8818/000000881825000003/ex-1014avyx20241228.htm)] | | | | | | [removed: 10.4] [added: N/A] | | | | | | [removed: Quarterly Report on Form 10-Q, filed May 1, 2020] [added: N/A] | | |

| [removed: 10.15*] [added: 10.17*] | | | | | | [Amended and Restated [removed: Executive Severance Plan](http://www.sec.gov/Archives/edgar/data/8818/000110465920055617/avy-20200331xex10d3.htm)] [added: Long-Term Incentive Unit Plan (“LTI Unit Plan”)](https://www.sec.gov/Archives/edgar/data/8818/000110465920055617/avy-20200331xex10d2.htm)] | | | | | | [removed: 10.3] [added: 10.2] | | | | | | Quarterly Report on Form 10-Q, filed May 1, 2020 | | |

| [removed: 10.16*] [added: 10.16*†] | | | | | | [Form of Executive Severance [removed: Agreement](http://www.sec.gov/Archives/edgar/data/8818/000119312521055146/d20372dex1019.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/8818/000000881825000003/ex-1016avyx20241228.htm)] | | | | | | [removed: 10.19] [added: N/A] | | | | | | [removed: 2020 Annual Report on Form 10-K, filed February 25, 2021] [added: N/A] | | |

| 10.18* | | | | | | [Form of Restricted Stock Unit Agreement under Equity [removed: Plan](http://www.sec.gov/Archives/edgar/data/8818/000104746914001386/a2218447zex-10_38.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/8818/000104746914001386/a2218447zex-10_38.htm)] | | | | | | 10.38 | | | | | | 2013 Annual Report on Form 10-K, filed February 26, 2014 | | |

| 10.19* | | | | | | [Form of Performance Unit Agreement under Equity [removed: Plan](http://www.sec.gov/Archives/edgar/data/8818/000104746914001386/a2218447zex-10_39.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/8818/000104746914001386/a2218447zex-10_39.htm)] | | | | | | 10.39 | | | | | | 2013 Annual Report on Form 10-K, filed February 26, 2014 | | |

| 10.20* | | | | | | [Form of Market-Leveraged Stock Unit Agreement under Equity [removed: Plan](http://www.sec.gov/Archives/edgar/data/8818/000104746914001386/a2218447zex-10_40.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/8818/000104746914001386/a2218447zex-10_40.htm)] | | | | | | 10.40 | | | | | | 2013 Annual Report on Form 10-K, filed February 26, 2014 | | |

| 10.21* | | | | | | [Form of Long-Term Incentive Unit Agreement under LTI Unit [removed: Plan](http://www.sec.gov/Archives/edgar/data/8818/000104746914001386/a2218447zex-10_41.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/8818/000104746914001386/a2218447zex-10_41.htm)] | | | | | | 10.41 | | | | | | 2013 Annual Report on Form 10-K, filed February 26, 2014 | | |

| 10.22* | | | | | | [Form of Director Restricted Stock Unit Agreement under 2017 [removed: Plan](http://www.sec.gov/Archives/edgar/data/8818/000110465917048434/a17-13273_1ex10d2.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/8818/000110465917048434/a17-13273_1ex10d2.htm)] | | | | | | 10.2 | | | | | | Quarterly Report on Form 10-Q, filed August 1, 2017 | | |