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Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 28, 2024 or
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to
Commission file number 1-7685
AVERY DENNISON CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware95-1492269
(State of Incorporation)(I.R.S. Employer Identification No.)
 8080 Norton Parkway
Mentor, Ohio
44060
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code:
(440) 534-6000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s) Name of each exchange on which registered
Common stock, $1 par valueAVYNew York Stock Exchange
1.25% Senior Notes due 2025AVY25Nasdaq Stock Market
3.75% Senior Notes due 2034
AVY34
Nasdaq Stock Market
Securities registered pursuant to Section 12(g) of the Act:
Not applicable.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer x
 Accelerated filer o
 Non-accelerated filer o
Smaller reporting company o
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The aggregate market value of voting and non-voting common equity held by non-affiliates as of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $17.5 billion.
Number of shares of common stock, $1 par value, outstanding as of February 22, 2025, the end of the registrant’s most recent fiscal month: 78,994,622.
The following documents are incorporated by reference into the Parts of this Form 10-K indicated below:
DocumentIncorporated by reference into:
Portions of Definitive Proxy Statement for Annual Meeting of Stockholders to be held on April 24, 2025
Parts III, IV


Table of Contents
AVERY DENNISON CORPORATION
FISCAL YEAR 2024 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
Page


Table of Contents
Safe Harbor Statement
The matters discussed in this Annual Report on Form 10-K contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which are not statements of historical fact, contain estimates, assumptions, projections and/or expectations regarding future events, which may or may not occur. Words such as “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “guidance,” “intend,” “may,” “might,” “objective,” “plan,” “potential,” “project,” “seek,” “shall,” “should,” “target,” “will,” “would,” or variations thereof, and other expressions that refer to future events and trends, identify forward-looking statements. Our forward-looking statements, and financial or other business targets, are subject to certain risks and uncertainties, which could cause our actual results to differ materially from the expected results, performance or achievements expressed or implied by such forward-looking statements.
We believe that the most significant risk factors that could affect our financial performance in the near term include: (i) the impact on underlying demand for our products from global economic conditions, geopolitical uncertainty, and changes in environmental standards, regulations and 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 10-K. Actual results and trends may differ materially from historical or anticipated results depending on a variety of factors, including but not limited to, risks and uncertainties related to the following:
International Operations – worldwide economic, social, geopolitical and market conditions; changes in geopolitical conditions, including those related to 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, customer preferences; environmental regulations and sustainability trends; the impact of competitive products and pricing; the execution and integration of acquisitions; selling prices; customer and supplier concentrations or consolidations; the financial condition of distributors; outsourced manufacturers; product and service quality claims; restructuring and other cost reduction actions; 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; our investment in development activities and new production facilities; the collection of receivables from customers; and our sustainability and governance practices
Information Technology – disruptions in information technology systems; cyber 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; outcome of tax audits; and the realization of deferred tax assets
Human Capital – recruitment and retention of employees and collective labor arrangements
Our Indebtedness – our ability to obtain adequate financing arrangements and maintain access to capital; credit rating risks; fluctuations in interest rates; and compliance with our debt covenants
Ownership of Our Stock – potential significant variability of our stock price and amounts of future dividends and share repurchases
Legal and Regulatory Matters – protection and infringement of our intellectual property; the impact of legal and regulatory proceedings, including with respect to compliance and anti-corruption, environmental, health and safety, and trade compliance
Other Financial Matters – fluctuations in pension costs and goodwill impairment
Our forward-looking statements are made only as of February 26, 2025. We assume no duty to update these forward-looking statements to reflect new, changed or unanticipated events or circumstances, other than as may be required by law.
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PART I
Item 1. BUSINESS
Company Background
Avery Dennison Corporation (“Avery Dennison” or the “Company” and generally referred to as “we” or “us”) was incorporated in Delaware in 1977 as Avery International Corporation, the successor corporation to a California corporation of the same name incorporated in 1946. In 1990, we merged one of our subsidiaries into Dennison Manufacturing Company (“Dennison”), as a result of which Dennison became our wholly-owned subsidiary and in connection with which we changed our name to Avery Dennison Corporation. You can learn more about us by visiting our website at www.averydennison.com. Our website 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.
Business Overview and Reportable Segments
We are a global materials science and digital identification solutions company. We are Making PossibleTM products and solutions that 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. We design and develop labeling and functional materials, radio-frequency identification ("RFID") inlays and tags, software applications that connect the physical and digital, and offerings that enhance branded packaging and carry or display information that improves the customer experience. We serve an array of industries worldwide, including home and personal care, apparel, general retail, e-commerce, logistics, food and grocery, pharmaceuticals and automotive.
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 reportable segments for fiscal year 2024 were Materials Group and Solutions Group. In 2024, our Materials Group and Solutions Group reportable segments comprised approximately 69% and 31%, respectively, of our total net sales.
In 2024, international operations constituted a substantial majority of our business, representing approximately 70% of our net sales. As of December 28, 2024, we operated over 200 manufacturing and distribution facilities and had locations in more than 50 countries.
Materials Group
Our Materials Group is a leading global provider to the pressure-sensitive label and graphics industries. Our innovative products include label materials, graphics and reflective materials and functional bonding materials, like tapes. Our label materials enhance brands' shelf appeal, inform shoppers, advance circularity, increase transparency, help reduce waste and improve operational supply chain efficiency. Our graphics portfolio offers highly engineered products ranging from vehicle wraps to architectural films. 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.
Our Materials Group manufactures and sells Fasson®-, JAC®-, and Avery Dennison®-brand pressure-sensitive label materials and performance tapes products, Avery Dennison®- and Mactac®-brand graphics, and Avery Dennison®-brand reflective products. Materials Group’s business tends not to be seasonal, except for certain outdoor graphics and reflective products.
Pressure-sensitive materials consist primarily of papers, plastic films and metal foils, which are coated with internally-developed and purchased adhesives, and then laminated with specially-coated backing papers and films. They are then sold in roll or sheet form with either solid or patterned adhesive coatings in a wide range of face materials, sizes, thicknesses and adhesive properties.
A pressure-sensitive, or self-adhesive, material is one that adheres to a surface by press-on contact. It generally consists of four layers: a face material, which may be paper, metal foil or 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. When the products are ready for use, the release coating and protective backing are removed, exposing the adhesive so that the label or other face material may be pressed or rolled into place. Because they are easy to apply without the need for adhesive activation, self-adhesive materials can provide cost savings compared to other materials that require heat- or moisture-activated adhesives, while also offering aesthetic and other advantages over alternative technologies.
Label materials are sold worldwide to label converters for labeling, decorating and specialty applications in the food, home and personal care, beer and beverage, durables, pharmaceutical, wine and spirits and logistics market segments. When used in package decoration applications, the visual appeal of self-adhesive materials can help increase sales of the products on which the materials are applied. Self-adhesive materials are also used to convey variable information through
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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. Self-adhesive materials provide consistent and versatile adhesion and are available in a large selection of materials, which can be made into labels of varying sizes and shapes.
Our graphics and reflective products include a variety of films and other products that are sold to the architectural, commercial sign, digital printing and other related market segments. We also sell durable cast and reflective films to the construction, automotive and fleet transportation market segments and reflective films for traffic and safety applications. We provide sign shops, commercial printers and designers a broad range of pressure-sensitive materials that allow them to create impactful and informative brand and decorative graphics. We offer a wide array of pressure-sensitive vinyl and specialty materials designed for digital imaging, screen printing and sign cutting applications.
Our performance tapes products include a variety of Fasson®-brand and Avery Dennison®-brand tapes and other pressure-sensitive adhesive-based materials and converted products, mechanical fasteners and performance polymers. Our pressure-sensitive adhesive-based materials are available in roll form and in a wide range of face materials, sizes, thicknesses and adhesive properties. These materials and converted products are used in non-mechanical fastening, bonding and sealing systems for various automotive, electronics, building and construction, general industrial, personal care, and medical applications. The mechanical fasteners are primarily precision-extruded and injection-molded plastic devices used in various automotive, general industrial and retail applications.
Our larger competitors in label materials include UPM Raflatac, a subsidiary of UPM Corporation; Fedrigoni Self-Adhesives; Lintec Corporation; Flexcon Corporation, Inc.; and an array of smaller regional and local companies. For graphics and reflective products, our largest competitors are 3M Company (“3M”) and the Orafol Group. For performance tapes products, our competitors include 3M; Tesa-SE, a subsidiary of Beiersdorf AG; Nitto Denko Corporation; and numerous regional and specialty suppliers. For fastener products, there are a variety of competitors supplying extruded and injection molded fasteners and fastener attaching equipment. We believe that entry of competitors into the field of pressure-sensitive adhesives and materials is limited by technical knowledge and capital requirements. We believe that our technical expertise, size and scale of operations, broad line of quality products, reliable service, product and process innovation, distribution capabilities and brand strength are the primary advantages in maintaining and further developing our competitive position.
Solutions Group
Our Solutions Group is a leading provider of information and branding solutions that cover worldwide marketplace needs ranging from digital identification and data management to branding and embellishment, productivity, pricing and retail media. As a large ultra-high-frequency RFID solutions provider, we empower customers across multiple retail and industry segments, including apparel, logistics, food and grocery and general retail, to connect the physical and digital worlds by enabling a digital identity and life on physical items. Our innovation and data management capabilities, global footprint and market access continuously expand our solutions platform.
The branding solutions of the Solutions Group include brand embellishments, graphic tickets, tags, and labels, and sustainable packaging. Solutions Group’s information solutions include item-level RFID solutions; visibility and loss prevention solutions; price ticketing and marking; care, content, and country of origin compliance solutions; brand protection and security solutions; and Vestcom®-brand shelf-edge productivity and media solutions.
In the Solutions Group, our primary competitors include Checkpoint Systems, Inc., a subsidiary of CCL Industries Inc.; R-pac International Corporation; SML Group Limited; Arizon RFID Technology Cayman Co Ltd; and Tageos, a subsidiary of Fedrigoni Group. We believe that our product, process and solution innovation, global distribution network, reliable service, product quality and consistency, and ability to serve customers consistently with comprehensive solutions close to where they manufacture, source and sell are the key advantages in maintaining and further developing our competitive position.
Research, Development and Innovation
As a global leader in materials science, we innovate to develop and introduce new products and solutions that help customers solve some of the most complex problems in the industries we serve. Our vision is to leverage the strengths of our Materials and Solutions groups to continue to drive growth within these businesses and lead at the intersection of the physical and digital worlds. Our decades of experience creating solutions for customers and our core capabilities in materials science, engineering and process technology enable us to drive continuous innovation throughout our industries. Our innovation efforts focus on anticipating market and customer challenges and opportunities, and applying technology to address them. Our investment in innovation aims to accelerate growth by developing new products and solutions, expand margins through material re-engineering, and enable customer success by leveraging scalable innovation platforms and delivering sustainability initiatives and advanced technologies.
Many of our new products result from our research and development efforts. These efforts are directed primarily toward developing products, solutions and 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 materials science, such as adhesives, films, inks and release 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
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Group, in each case for which we have and license a number of patents. Additionally, our research and development efforts include sustainable innovation and design of products that advance the circular economy, reduce materials and waste, use recycled content, and extend product end-of-life or enable product recycling.
Acquisitions and Venture Investments
In addition to our investments to support organic growth, we have pursued complementary and synergistic acquisitions. In 2023, we acquired Silver Crystal Group ("Silver Crystal"), a Canada-based provider of sports apparel customization and application solutions across in-venue, direct-to-business and e-commerce platforms; LG Group, Inc. ("Lion Brothers"), a Maryland-based designer and manufacturer of apparel brand embellishments; and Thermopatch, Inc. ("Thermopatch"), a New York-based manufacturer specializing in labeling, embellishments and transfers for the sports, industrial laundry, workwear and hospitality industries. The aggregate purchase consideration for these acquisitions was approximately $231 million. During 2024, we also made venture investments in three companies developing technological solutions that we believe have the potential to advance our businesses. For information regarding our acquisitions, see Note 2, “Business Acquisitions,” in the Notes to Consolidated Financial Statements. For information regarding our venture investments, see Note 9, “Fair Value Measurements,” in the Notes to Consolidated Financial Statements.
Patents, Trademarks and Licenses
The loss of individual patents or licenses would not be material to us taken as a whole, nor to our operating segments individually. Our principal trademarks are Avery Dennison, our logo, and Fasson. We believe these trademarks are strong in the market segments in which we operate.
Human Capital Resources
Our Global Workforce
With approximately 70% of our 2024 net sales originating outside the U.S. and approximately 40% of our net sales originating in emerging markets (Latin America, Eastern Europe, Middle East/Northern 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 2024 were located outside the U.S. and approximately 66% were located in emerging markets.
The charts below show our global employee population by region and operational function. Over 19,000 of our approximately 35,000 employees at year-end 2024, representing approximately 58% of our global workforce, were in Asia Pacific, serving our customers in that region. At that time, approximately 65% of our global workforce worked in the operations of our manufacturing facilities or in positions directly supporting them from other locations.
Workforce by Region
Asia Pacific58 %
North America21 
Europe17 
Latin America
Workforce by Function
Operations65 %
Non-Operations35 
Talent & Development
Attracting, developing and retaining highly-skilled talent is critical to our ability to continue delivering sustainable growth. We provide ongoing support and 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 have robust talent review and succession planning processes that provide individually targeted development opportunities for our team members. We emphasize on-the-job development and coaching, and also provide facilitator-led and direct-access online training, leadership opportunities to execute special projects and, in some cases, cross-functional, cross-regional, or cross-divisional work assignments. 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.
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Compensation & Benefits
Our total rewards philosophy is to offer market-based, competitive wages and benefits in the markets where we compete for talent. All of our employees were paid at least the applicable legal minimum wage, and over 99% of our employees were paid above the applicable legal minimum wage, at year-end 2024. Pay is generally positioned around the market median, with variances based on knowledge, skills, years of experience and 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 benefit and retirement plans, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, leave of absence and employee assistance programs. We offer the opportunity for flexible work arrangements for most of our office-based workforce to provide them with greater flexibility to balance their work and personal commitments, while ensuring that we meet the needs of our business. Our information technology infrastructure, information security protocols and digital tools support employee efficiency and effectiveness wherever they work.
Pay equity is an important part of our global pay planning and practices. Each year, we engage an independent third party to evaluate pay equity, making merit-based pay adjustments where appropriate. In 2024, we reviewed pay equity (considering total base, annual incentives and long-term incentives) with respect to gender for 93% of our global employee population, and with respect to gender and race/ethnicity for all U.S. employees. We continue to enhance our manager education, tools and processes to provide fair and equitable pay.
Employee Engagement
Because we believe that an engaged workforce promotes retention and minimizes employee turnover, we annually conduct a global employee engagement survey. With a focus on continuous improvement, in 2023 we launched our survey using a more advanced platform providing real-time access to results, improved analytics and ability to connect data throughout the employee experience, more meaningful comparisons to external benchmarks, and ongoing pulse survey capability. We deployed this same platform in 2024, enabling year-over-year comparability of results. Our business and functional teams use the anonymized results of our survey to identify and implement actions to address potential opportunities for improvement. While employee engagement is the result of many factors, we believe strong, encouraging and open leadership, as well as a continued effort to foster a collaborative, supportive culture, leads to strong workforce engagement.
Workforce Health & Safety
Safety is one of our highest priorities, and we continually work to ensure our manufacturing facilities, distribution centers and administrative offices focus on safety, so that anyone working in or visiting one of our locations feels and remains safe from injury. Our global Recordable Incident Rate of 0.21 in 2024 was significantly lower than the Occupational Safety and Health Administration manufacturing industry average of 2.8 in 2023 (the most recent available industry average).
Workplace Culture
We aim to foster an environment where our employees with various skills, experiences and backgrounds can grow and be increasingly productive and innovative, allowing us to benefit from a highly engaged team and attract and retain talent for the benefit of our stakeholders. Our global people-focused strategic pillars include enhancing the experience of our manufacturing employees and making merit and transparency even more foundational to our employee experience. 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.
Manufacturing and Environmental Matters
We use various raw materials – primarily paper, plastic films and resins, as well as specialty chemicals purchased from various commercial and industrial sources – that are subject to price fluctuations. Although shortages can occur from time to time, these raw materials are generally available.
We produce a majority of our self-adhesive materials using water-based emulsion and hot-melt adhesive technologies. A portion of our manufacturing process for self-adhesive materials utilizes organic solvents, which, unless controlled, could be emitted into the atmosphere or contaminate soil or groundwater. Emissions from these operations contain small amounts of volatile organic compounds, which are regulated by federal, state, local and foreign governments. We continue to evaluate the use of alternative materials and technologies to minimize these emissions. In connection with the maintenance and acquisition of certain manufacturing equipment, we invest in solvent capture and control units to assist in regulating these emissions.
We have developed adhesives and adhesive processing systems that minimize the use of solvents. Emulsion adhesives, hot-melt adhesives, and solventless and emulsion silicone systems have been installed in many of our facilities.
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Based on current information, we do not believe that the cost of complying with applicable laws regulating the emission or discharge of materials into the environment, or otherwise relating to the protection of the environment, will have a material effect upon our capital expenditures, consolidated financial position, results of operations or competitive position.
For information regarding our potential responsibility for cleanup costs at certain hazardous waste sites, see Note 8, “Contingencies,” in the Notes to Consolidated Financial Statements.
Available Information
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed with, or furnished to, the Securities and Exchange Commission (“SEC”) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available free of charge on our investor website at www.investors.averydennison.com as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. This website address is not intended to function as a hyperlink and the information located there is not, nor should it be considered, part of this report or incorporated by reference into this report. We also make available on the investors section of our website under "Governance Documents" the following documents as currently in effect: (i) Amended and Restated Certificate of Incorporation, as amended; (ii) Amended and Restated Bylaws; (iii) Corporate Governance Guidelines; (iv) Code of Conduct, which applies to our directors, officers and employees; (v) Code of Ethics for our Chief Executive Officer and Senior Financial Officers; (vi) charters of the Audit, Talent and Compensation, Governance and Finance Committees of our Board of Directors; and (vii) Audit Committee Complaint Procedures for Accounting and Auditing Matters. These documents are also available free of charge upon written request to our Corporate Secretary, Avery Dennison Corporation, 8080 Norton Parkway, Mentor, Ohio 44060.
Reports filed with or furnished to the SEC may be viewed at www.sec.gov.
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Item 1A. RISK FACTORS
The risk factors described in this section could materially adversely affect our business, including our results of operations, cash flows and financial condition, and cause the value of our securities to decline. This list of risks is not exhaustive. Our ability to attain our goals and objectives is dependent on numerous factors and risks, including, but not limited to, the most significant ones described in this section.
Risk Related to Our International Operations
The demand for our products is impacted by the effects of, and changes in, worldwide economic, social, 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 geopolitical, social, economic and labor conditions, tax laws, and U.S. and international trade regulations (including tariffs), as well as the impact these changes have on demand for our products. In 2024, approximately 70% of our net sales were produced in international operations.
Macroeconomic developments such as impacts from slower growth in the geographic regions in which we operate; inflation, resulting from, among other things, increased raw material, energy, and freight costs; 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 could result in a material adverse effect on our business as a result of, among other things, lower consumer spending, fluctuations in foreign currency exchange rates, reduced asset valuations, diminished liquidity and credit availability, volatility in securities prices, and credit rating downgrades.
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. These actions or other developments in international trade relations could have a material adverse effect on our business.
In addition, business and operational disruptions or delays caused by 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, and 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 geopolitical uncertainty that could have a material adverse effect on our business. Since the Russia-Ukraine war began in February 2022, we have maintained our position of not shipping products for the Russian market. The impact of the continuing 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. In addition, since the beginning of the Israel-Hamas war in late 2023; our sales in Israel have declined, with sales representing less than 1% of our total net sales in 2024. We have experienced some disruptions in our operations in Israel and the Middle East and implemented plans to address these disruptions, 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 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, geopolitical or market conditions in the U.S. or other countries.
Foreign currency exchange rates, and fluctuations in those rates, affect our business.
The majority of our net sales in 2024 was denominated in foreign currencies. 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.
Fluctuations in currency exchange rates, such as the unfavorable impacts associated with the Argentine peso, Chinese renminbi and euro in 2024, may result in a variety of negative effects, including lower net sales, increased costs, lower gross 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 2024 net sales by approximately $33 million compared to the prior year.
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We monitor our foreign currency exposures and sometimes use hedging instruments to mitigate 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 volatile foreign currency exchange rates. Our hedging activities may offset only a portion, or none at all, of the material adverse financial effects of unfavorable movements in foreign currency exchange rates over the limited time the hedges are in place and we may incur significant losses from these activities.
Our strategy includes continuing to grow in emerging markets, which creates greater exposure to unstable geopolitical conditions, civil unrest, economic volatility, and other risks applicable to operating in these regions.
Approximately 40% of our net sales in 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 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, both relating to in-country changes in laws and regulations or the interpretation thereof, as 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, 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 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 geopolitical conditions, civil unrest or economic volatility. These factors can have a material adverse effect on our business in the affected markets by decreasing consumer purchasing power, reducing demand for our products or increasing our costs.
Our operations and activities outside of the U.S. 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 2024, approximately 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 geopolitical, regulatory and economic conditions, whether nationally, regionally or locally; changes in foreign currency exchange rates; differing levels of inflation; reduced protection of intellectual property rights; laws and regulations impacting 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; and challenges with complying with applicable export and import control laws and regulations.
Risks Related to Our Business
As a manufacturer, our sales and profitability depend upon the availability and cost of raw materials and energy, which may be subject to significant price fluctuations, and our ability to control or offset increases in raw material and labor costs. Raw material and freight cost increases have impacted our business.
Raw materials represent a significant portion of our costs and a critical element of our profitability. The markets for the raw materials used in our businesses are challenging and can be volatile, impacting availability and pricing. Additionally, energy costs can be volatile and unpredictable. Shortages and inflationary or other increases in the costs of raw materials, labor, freight and energy have occurred in the past, and could recur. In 2021 and 2022, we implemented targeted price increases in our Materials Group reportable segment to address raw material inflation, which began moderating in 2023 and largely stabilized in 2024. If we experience inflationary headwinds in the future, we may implement similar pricing measures. Our performance depends in part on our ability to offset increased raw material costs by raising our selling prices or re-engineering our products.
It is also important for us to obtain timely delivery of materials, equipment, and other resources from suppliers, and to make timely delivery to customers. We may experience supply chain disruptions due to natural and other disasters or other events, or our existing relationships with suppliers could deteriorate or end in the future. While we undertake business continuity planning and take actions to mitigate these disruptions when they occur, such 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.
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We are affected by changes in our markets due to competitive conditions, technological developments, laws and regulations, and customer preferences. If we do not compete effectively or respond appropriately to these changes, it could reduce 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.
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. 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, including in high-value categories, enhancing their competitive position relative to ours. Competitors also may be able to offer products, services, lower prices or other incentives that we cannot or that, to maintain profitability, we may not be able to offer. There can be no assurance that we will be able to compete successfully against current or future competitors or new technologies.
We are 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 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 decrease demand for our products and have a material adverse effect on our business. In our Materials Group reportable segment, as supply chain constraints eased in 2022, customers increased inventory levels following a period of reduced availability. In the fourth quarter of 2022, inventories downstream from our company began to unwind swiftly, resulting in lower demand. This continued in 2023, with volume improving sequentially throughout that year and normalizing in 2024.
We are affected by changes in our markets due to increasing environmental regulations and sustainability trends. If we do not respond appropriately to these changes, it could negatively impact market demand, our market share and pricing, any of which could materially adversely affect our business. Adverse weather conditions and natural disasters, including those related to the impacts of climate change, adversely affect our business.
A substantial amount of our label material is sold for use in plastic packaging in the food, beverage, and home and personal care market segments. In recent years, there has been an accelerated focus on sustainability and transparency in sustainability reporting, with greater concern regarding climate change and single-use plastics, corporate commitments and increasing stakeholder expectations regarding the reuse and recyclability of plastic packaging and recycled content, and increased regulation in multiple geographies regarding the collection, recycling and use of recycled content. Changes in consumer preferences and laws and regulations related to the use of plastics, particularly in Europe and certain states in the United States, presents the risk of reduced demand for certain of our products if customers seek decoration technology alternatives to pressure-sensitive labeling, but also the opportunity for increased demand for our more sustainable products, a significant focus of our research and development and related innovation efforts. We have established strategic innovation platforms and priorities focused, among other things, on delivering products and solutions that advance the circular economy, reduce supply chain waste and address the need for increased recyclability of plastic packaging. We have made substantial investments in our sustainability-driven products, but there can be no assurance that they will be successful, and a significant reduction in the use of plastic packaging could materially adversely affect demand for our products.
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.
The scientific consensus is that emissions of greenhouse gases (“GHG”) are altering our atmosphere in ways that are adversely affecting global climate. There is continuing concern from members of the scientific community and the general public that GHG emissions and other human activities will continue causing significant changes in weather patterns and increase the frequency or severity of extreme weather events, including droughts, wildfires and flooding. These types of extreme weather events have and may continue to adversely impact us, our suppliers and our customers, including their ability to purchase our products and our ability to timely receive appropriate raw materials to manufacture and transport our products on a timely basis. Concern regarding climate change has led and is likely to continue leading to increasing demands by legislators and regulators, customers, consumers, investors, employees and non-governmental organizations for companies to reduce their GHG emissions. One of our 2025 sustainability goals is to achieve at least a 3% absolute reduction in our GHG emissions year-over-year and at least a 26% absolute reduction compared to our 2015 baseline by 2025; we have already exceeded the cumulative 2025 GHG emissions reduction goal. As part of our more ambitious 2030 sustainability goals, we are aiming by 2030 to reduce our Scope 1 and 2 GHG emissions by 70% compared to our 2015 baseline and work with our supply chain to reduce Scope 3 GHG emissions. We could face risks to our reputation, investor
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confidence and market share if we are unable to continue reducing our GHG emissions at levels satisfactory to our stakeholders.
Increased raw material costs, such as for fuel and electricity, and compliance-related costs could also impact customer demand for our products. The extent of the impact of climate change on our business is uncertain, as it will depend on the limits imposed by, and timing of, new or stricter laws and regulations, more stringent environmental standards and expectations, and evolving customer and consumer preferences, but it is likely to increase our costs and could have a material adverse effect on our business.
We have recently acquired companies and are likely to acquire other companies. Acquisitions come with significant risks and uncertainties, including those related to integration, technology and employees.
To drive our strategies to increase the proportion of our business from high-value categories, enhance our portfolio by growing our existing businesses and expanding into new areas, and accelerate market-driven innovation, we have made acquisitions and are likely to continue acquiring companies. Although we made no acquisitions in 2024, in 2023, we acquired Silver Crystal, Lion Brothers and Thermopatch for aggregate purchase consideration of approximately $231 million. The success of any acquisition depends on the ability of the combined company to realize the anticipated benefits from combining our businesses. Realizing these benefits depends, in part, on maintaining adequate focus on executing the business strategies of the combined company as well as the successful integration of assets, operations, functions and personnel. We continue to evaluate acquisition targets and ensure we have a pipeline of potential opportunities.
Various risks, uncertainties and costs are associated with acquisitions. Effective integration of systems, controls, employees, product lines, market segments, customers, suppliers and production facilities and cost savings can be difficult to achieve and the success of integration activities can be uncertain. While we have not experienced significant issues with our recent acquisitions, if management of our combined company is unable to minimize the potential disruption of the combined company’s ongoing business during the integration process, the anticipated benefits of any acquisition may not be fully realized. In addition, the inability to successfully manage the implementation of appropriate systems, policies, benefits and compliance programs for the combined company could have a material adverse effect on our business. We may not be able to retain key employees of an acquired company or achieve the projected performance targets for the business into which an acquired company is integrated. Both before and after the closing of an acquisition, our business and that of the acquired company may suffer due to uncertainty or diversion of management attention. Future acquisitions could result in increased debt, dilution, liabilities, interest expense, restructuring charges and amortization expenses related to intangible assets. There can be no assurance that acquisitions will be successful, contribute to our profitability or drive accretive returns. Further, we may not be able to identify additional value-accretive acquisition targets that can advance our strategies or be able to successfully execute additional acquisitions in the future.
A significant consolidation of our customer base could negatively impact our business.
A significant consolidation of our customer base could negatively impact our business. While our customer base tends to be highly fragmented, in recent years, some of the converter customers served by our Materials Group reportable segment have consolidated and integrated vertically and some of our largest customers have acquired companies with similar or complementary product lines. Industry consolidation could continue to increase the concentration of our business with our largest customers. Further consolidation may be accompanied by pressure from customers for us to lower our selling prices. While we have been generally successful at managing customer consolidations in the past, increased pricing pressures from our customers could have a material adverse effect on our business.
Because some of our products are sold by third parties, our business depends in part on the financial condition of these parties and their customers.
Some of our products are sold not only by us, but also by third-party distributors. Some of our distributors also market products that compete with our products. Changes in the financial or business conditions, including economic weakness, market trends or industry consolidation, or the purchasing decisions of these distributors or their customers could materially adversely affect our business.
Our reputation, sales, and earnings could be materially adversely affected if the quality of our products and services does not meet customer expectations. In addition, product liability claims or regulatory actions could materially adversely affect our business and reputation.
There are times when we experience product quality issues resulting from defective materials, manufacturing, packaging or design. These issues are often discovered before shipping, causing delays in shipping, delays in the manufacturing process, or, occasionally, cancelled orders. When issues are discovered after shipment, they may result in additional shipping costs, discounts, refunds or loss of future sales. Both pre-shipping and post-shipping quality issues could have a material adverse effect on our business and negatively impact our reputation.
Claims for losses or injuries purportedly caused by some of our products arise in the ordinary course of our business. Although we maintain product liability insurance coverage, claims are subject to a deductible or may not be covered under the terms of the policy. In addition to the risk of substantial monetary judgments and penalties that could have a material adverse effect on our business, product liability claims or regulatory actions could result in negative publicity, reputational harm and loss of brand value. We also could be required to recall and possibly discontinue the sale of products deemed to be defective or unsafe, which could result in adverse publicity and significant expense.
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Changes in our business strategies and the restructuring of our operations affect our costs and the profitability of our businesses. In addition, our profitability may be materially adversely affected if we generate less productivity improvement from our restructuring and other cost reduction actions than anticipated.
As our business environment changes, we have adjusted and may need to further adjust our business strategies or restructure our operations or particular businesses. As we continue to develop and adjust our growth strategies, we may invest in new businesses that have short-term returns that are negative or low and whose ultimate business prospects are uncertain or could be unprofitable.
We engage in restructuring actions from time to time to reduce our costs and increase efficiencies. We expended approximately $42 million in 2024 compared to $79 million for restructuring actions in 2023. Our restructuring actions in 2024 related to various locations across our company, primarily in our Solutions Group reportable segment. Our restructuring actions in 2023 included a restructuring plan to further optimize the European footprint of our Materials Group reportable segment. We had incremental savings from restructuring actions, net of transition costs, of approximately $63 million in 2024. As part of our continuous efficiency improvement culture, we intend to continue our efforts to reduce costs, which have in the past included, and may continue to include, facility closures and square footage reductions, headcount reductions, organizational restructuring, process standardization, and manufacturing relocation. The success of these efforts is not assured and targeted savings may not be realized. In addition, cost reduction actions can result in restructuring charges and could expose us to production risk, loss of sales and employee turnover. We cannot provide assurance that we will achieve the intended results of any of our restructuring and other cost reduction actions, which involve operational complexities, consume management attention and require substantial resources and effort. If we fail to achieve the intended results of such actions, our costs could increase, our assets could be impaired, and our returns on investments could be lower.
Our ability to develop and successfully market new products and applications impacts our competitive position.
The timely introduction of new products and improvements to current products helps determine our success. Many of our current products are the result of our research and development efforts, for which we expensed $138 million in 2024. These efforts are directed primarily toward developing new products and solutions and operating techniques and improving product performance, often in close association with our customers or end users. These efforts include patent and product development work relating to printing and coating technologies, as well as adhesive, release and ink chemistries in our Materials Group reportable segment. We focus on research projects related to RFID, external embellishments and digital solutions in our Solutions Group reportable segment. Additionally, our research and development efforts include sustainable innovation and design of products that increase the use of recycled content, reduce waste, extend life or enable recycling. Research and development requires innovation and anticipation of market trends, which means that the costs of these expenditures may not be recovered through additional sales. We could focus on products that ultimately are not accepted by customers or end users or we could experience delays in the production or launch of new products that could compromise our competitive position.
Our infrastructure needs impact our business and expenditures.
We continue to invest in our long-term growth and margin expansion plans, with approximately $240 million in capital expenditures, including fixed assets and information technology, in 2024. We may not be able to recoup the costs of our infrastructure investments if actual demand is not as we anticipate. In recent years, we expanded our Materials Group’s manufacturing capabilities in France, India and Ohio; moved our Solutions Group’s Vietnam business into a new, expanded facility; and made additional investments in both capacity and business development globally for our Intelligent Labels platform, including new facilities in Brazil and consolidated operations in Mexico. In addition, we added capacity through our acquisitions of Silver Crystal, Lion Brothers and Thermopatch in 2023. Infrastructure investments, which are long-term in nature, may not generate the expected return due to changes in the marketplace, failures in execution, and other factors. Significant changes from our expected need for and/or returns on our infrastructure investments could materially adversely affect our business.
Difficulty in the collection of receivables as a result of economic conditions or other market factors could have a material adverse effect on our business.
Although we have processes to administer credit granted to customers and believe our allowance for credit losses is adequate, we have in the past had to increase the allowance due to, among other things, epidemics, pandemics or other outbreaks of illness, supply chain challenges, regulatory restrictions and inflationary pressures, and in the future may experience losses as a result of our inability to collect some of our accounts receivable. A customer’s financial difficulties are likely to result in reduced business with that customer. We may also assume higher credit risk relating to receivables of a customer experiencing financial difficulty. If these developments were to occur widely in our customer base, our inability to collect on our accounts receivable from customers could substantially reduce our cash flows and income and have a material adverse effect on our business.
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There is a rapidly evolving awareness and focus from certain stakeholders, including our investors, customers and employees, with respect to our company’s sustainability and governance practices, which could affect our business.
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. A failure to adequately meet evolving stakeholder expectations and timely comply with competing regulatory requirements at the federal, state and local levels could result in loss of business, diluted market valuation, an inability to attract and retain customers and personnel, increased negative investor sentiment toward us and/or our customers and the diversion of investment to other industries, which could have a negative impact on our stock price and access to and cost of capital.
Risks Related to Information Technology
Significant disruption to the information technology infrastructure that stores our information and runs our operations could materially adversely affect our business.
We rely on the efficient and uninterrupted operation of a large and complex information technology infrastructure to link our global business. Like all information technology systems, ours are susceptible to a number of risks including, but not limited to, damage or interruptions resulting from obsolescence, natural disasters, power failures, human error, viruses, social engineering, phishing, ransomware or other malicious attacks and cybersecurity events. We upgrade and install new systems, which, if installed or programmed incorrectly or on a delayed timeframe, could cause delays or cancellations of customer orders, impede the manufacture or shipment of products, or disrupt the processing of transactions. We have continued to implement measures to mitigate our risk related to system and network disruptions, but if a significant disruption were to occur, we could incur losses and remediation costs that could have a material adverse effect on our business.
Additionally, we rely on services provided by third-party vendors for certain information technology processes, including system infrastructure management, application management, and software as a service. While we have matured our cybersecurity due diligence process, this reliance on third parties makes our operations vulnerable to a failure by any one of these vendors to perform adequately or maintain effective internal controls.
Cybersecurity or other security breaches could compromise our information and expose us to liability, which could have a material adverse effect on our business and reputation.
We maintain information necessary to conduct our business in digital form, which is stored in data centers and on our networks and third-party cloud services, including confidential and proprietary information as well as personal information regarding our customers and employees. The secure maintenance of this information is critical to our operations. Data maintained in digital form and on cloud services is subject to the risk of intrusion, tampering and theft. We develop and maintain systems and processes at significant cost to prevent this from occurring, and conduct ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. We experience non-material cybersecurity events each year that are escalated through our documented and tested security incident response plan, and although we have not experienced a significant breach in recent years, the possibility of intrusion, tampering and theft cannot be eliminated entirely. Our information technology and infrastructure are vulnerable to attacks by threat actors or system compromises due to employee error, malfeasance or other disruptions, and the threat landscape remains challenging with our digital business transformation, remote or hybrid employees, the increasing use of artificial intelligence (“AI”), and interconnected supply chains expanding the risk of attack. 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.
We also perform cybersecurity due diligence and mitigate identified risks during our M&A due diligence process; however, there is still a risk that a recent or future acquisition experiences an event that could lead to a breach before risks are able to be mitigated. Additionally, we provide confidential, proprietary and personal information to third parties when it is necessary to pursue business objectives. While we obtain written agreements and assurances that these third parties will protect this information and, where appropriate, assess the protections utilized by these third parties, we are aware of suppliers in our ecosystem who have experienced security events, and there is a risk the confidentiality of data held by third parties may be compromised.
Breaches or attacks can compromise our network, the network of a third party to whom we have disclosed confidential, proprietary or personal information, a data center where we have stored such information or a third-party cloud service provider, and the information stored there could be accessed, publicly disclosed, lost or stolen. Any access, disclosure or loss of information could disrupt our operations, impair our ability to conduct business, result in legal claims or proceedings, damage our reputation, or result in the loss or diminished value of profitable opportunities and the loss of revenue as a result of unlicensed use of our intellectual property. Contractual provisions with third parties, including cloud service providers, substantially limit our ability to fully recover our losses. 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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or fines as a result of litigation or regulatory actions and our reputation with our customers and employees could be injured, resulting in loss of business or decline in morale. Data privacy legislation and regulation have been increasing in recent years – including, for example, the General Data Protection Regulation in the EU, the Personal Information Protection Law in China, the General Data Protection Law in Brazil and the state of California’s Privacy Rights Act – and although we have made reasonable efforts to comply with all applicable laws and regulations, there can be no assurance that we will not be subject to regulatory action in the event of a data privacy violation.
Cybersecurity risk and ransomware attacks on companies continue to significantly increase and there can be no assurance that we have fully protected our information, that third parties to whom we have disclosed such information or with whom we have stored such information (in data centers and in the cloud) have taken effective precautions, or that we will not experience hacking or intrusion attempts that could have a material adverse effect on our business. In addition to maintaining a comprehensive set of endpoint, network, email and cloud security solutions, we continue to take steps to further improve the security of our networks and systems, including further strengthening authentication; continuing to mature our zero trust architecture and strategy; maturing our operational technology security program; furthering our advanced prevention and detection measures; further enhancing and testing our security incident response plan; upgrading legacy systems to simplify and standardize business processes and applications; implementing more robust cloud security across multiple platforms; adopting AI policies, governance and risk management; continuously improving information technology project and portfolio management discipline; enhancing accountability with more aggressive key performance indicator targets; 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.
Risks Related to Income Taxes
Changes in our tax rates affect our business.
Our effective tax rate is affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws and regulations or their interpretation. The impact of these changes could materially impact our business.
Legislation implementing changes in taxation of business activities, adoption of other corporate tax policies, or other changes in tax legislation impact our business.
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. Due to the size of our international business activities, any substantial change in corporate tax policies, enforcement activities or legislative or regulatory actions could have a material adverse effect on our business.
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. The timing and impact of such potential changes are uncertain and may materially impact our effective tax rate.
The amount of various taxes we pay is subject to ongoing compliance requirements and audits by federal, state and foreign tax authorities.
We are subject to regular examinations of our income tax returns by various tax authorities. We regularly assess the likelihood of material adverse outcomes resulting from these examinations to determine the adequacy of our provision for taxes. In addition, tax enforcement has become increasingly aggressive in recent years focused primarily on transfer pricing and intercompany documentation. Our estimate of the potential outcome of uncertain tax issues requires significant judgment and is subject to our assessment of relevant risks, facts, and circumstances existing at the time. We use these assessments to determine the adequacy of our provision for income taxes and other tax-related accounts. Our results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved, which may materially adversely affect our effective tax rate.
We have deferred tax assets that we may not be able to realize under certain circumstances.
If we are unable to generate sufficient taxable income in certain jurisdictions, or if there is a significant change in the time period within which the underlying temporary differences become taxable or deductible, we could be required to increase our valuation allowances against our deferred tax assets. This would increase our effective tax rate and could have a material adverse effect on our business. In addition, changes in statutory tax rates may change our deferred tax asset or liability balances, with either a favorable or unfavorable impact on our effective tax rate. A significant portion of our indefinite-lived net operating loss carryforwards is concentrated in Luxembourg and may require decades to be fully utilized under our current business model. Decreases in the statutory tax rate or changes in our ability to generate sufficient future taxable income in Luxembourg could materially adversely affect our effective tax rate. In addition, the computation and assessment of the realizability of our deferred tax assets may also be materially impacted by new legislation or regulations.
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Risks Related to Human Capital
For us to remain competitive, deliver on our business strategy and avoid business disruption, it is important to recruit high caliber talent, retain key management and highly-skilled employees and receive high quality service from all outsourced service providers. This includes providing market-competitive compensation and benefits and ensuring an engaged global team.
Competition to recruit and retain critical talent has increased in recent years. Our ongoing productivity efforts and restructuring actions can increase this challenge. When it comes to our outsourced service providers, we have experienced delays or errors and reduced resource availability and manage ongoing risk when it comes to people, processes and software.
Executive succession planning is critical to our long-term success. We experienced several recent key management changes, including the appointments of our President, Materials Group, and Interim Chief Financial Officer in 2024 and our President/Chief Executive Officer and President, Solutions Group in 2023; in each case, the individuals appointed to these positions were long-serving and experienced leaders at our company. While we believe we have appropriate leadership development programs and succession plans in place that are regularly discussed with our Board’s Talent and Compensation Committee, any failure to ensure effective leadership transitions and knowledge transfer involving key management (or other highly-skilled employees) could hinder our strategic planning and execution.
We have various non-U.S. collective labor arrangements, which make us subject to potential work stoppages, as well as union and works council campaigns and other labor disputes, any of which could adversely impact our business.
Work interruptions or stoppages at our company or our suppliers could significantly impact our ability to deliver for our customers. In addition, collective bargaining agreements, union contracts and labor laws may impair our ability to reduce labor costs by closing or downsizing manufacturing facilities because of limitations on personnel and salary and other restrictions. A work stoppage at one or more of our facilities, or the facilities of our customers or suppliers, could have a material adverse effect on our business.
In addition, the recent and ongoing geopolitical unrest and weather-related effects of climate change in numerous regions could impact the safety and productivity of our employees. Those impacts could also hinder our ability to recruit and grow our talent pools in the impacted regions/countries.
Risks Related to Our Indebtedness
If our indebtedness increases significantly or our credit ratings are downgraded, we may have difficulty obtaining acceptable short- and long-term financing.
At December 28, 2024, we had approximately $3.15 billion of debt. Our level of indebtedness and credit ratings are significant factors in our ability to obtain short- and long-term financing. Significantly unfavorable changes in our debt leverage position and/or lower credit ratings could negatively impact our ability to issue debt at favorable terms to support our business needs and result in higher financing costs. A downgrade of our short-term credit ratings could impact our ability to access the commercial paper markets and increase our borrowing costs on commercial paper or alternative funding sources, including our revolving credit facility (the “Revolver”) or other credit facilities. If our access to commercial paper markets were to become limited, we would need to obtain short-term funding under our Revolver, which would result in the same exposure to variable interest rates.
An increase in interest rates adversely affects our business.
In 2024, our average variable-rate borrowings were approximately $400 million. Increases in short-term interest rates directly impact the amount of interest we pay. Fluctuations in interest rates can increase our borrowing costs and have a material adverse effect on our business.
In recent years, the U.S. Federal Reserve and similar monetary policymaking entities around the world significantly raised interest rates in an effort to curb rising inflation across the globe, beginning to modestly reduce rates in 2024. As of December 28, 2024, the U.S. Federal Reserve’s benchmark interest rate was between 4.25% and 4.50%, down from between 5.25% and 5.50% the same time in 2023. When long- and short-term interest rates rise, our borrowing costs increase. Continued increases in interest rates could, among other things, reduce the availability and/or increase the costs of obtaining new debt and refinancing existing indebtedness and negatively impact our business.
Our current and future debt covenants may limit our flexibility.
Our credit facilities and the indentures governing our medium- and long-term notes contain, and any of our future indebtedness likely would contain, restrictive covenants that impose operating and financial restrictions on us. Among other things, these covenants restrict our ability to incur additional indebtedness, incur certain liens on our assets, make certain investments, sell our assets or merge with third parties, or enter into certain transactions. 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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activities and transactions that may be in our best interest, which could materially adversely affect our business. 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.
Risk Related to Ownership of Our Stock
Our stock price is subject to significant variability.
Changes in our stock price, among other things, affect our access to, or cost of financing from, capital markets, our stock-based compensation arrangements and our effective tax rate. Our stock price, which increased significantly during the second half of 2023 and the first half of 2024 but declined during the second half year of 2024, is influenced by changes in the overall stock market and demand for equity securities in general. Other factors, including our financial performance on an absolute basis and relative to peer companies and competitors, as well as market expectations of our performance, the level of perceived growth or profit of our industries, and other company-specific factors, may also materially adversely affect our stock price. There can be no assurance that our stock price will not continue to experience significant variability in the future.
We cannot guarantee that we will continue to repurchase shares of our common stock or pay dividends on our common stock or that repurchases will enhance long-term stockholder value. Changes in our levels of stock repurchases or dividends could affect our stock price and increase its variability.
In April 2022, our Board authorized the repurchase of shares of our common stock with a fair market value of up to $750 million, in addition to the amount of shares that were then available for repurchase under our previous Board authorization. In 2024, we repurchased 1.2 million shares of our common stock at an aggregate cost of $247.5 million. As of December 28, 2024, shares of our common stock in the aggregate amount of $346.9 million remained authorized for repurchase under this Board authorization. We repurchase shares through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades or accelerated share repurchase transactions. Our share repurchase authorizations do not obligate us to acquire any specific number of shares or to repurchase any specific number of shares for any fixed period. The timing and amount of our repurchases, if any, are subject to our capital allocation strategy as it may evolve from time to time, our view of intrinsic value coupled with a disciplined repurchase grid, market and economic conditions, applicable legal requirements and other relevant factors. We may limit, suspend or discontinue repurchasing shares at any time at our discretion without prior notice.
Paying a sustainable dividend is a key part of our capital allocation strategy. Although we increased our quarterly dividend rate by approximately 9% in April 2024, there can be no assurance that we will maintain this rate or approve further increases in the future. Future dividends are subject to market and economic conditions, applicable legal requirements and other relevant factors. We are not obligated to continue declaring dividends, and our payment of dividends could be suspended or discontinued at any time at our discretion. We will continue to retain future earnings to develop our business, as opportunities arise, and evaluate the amount and timing of future dividends based on our operating results, financial condition, capital allocation strategies and general business conditions. The amount and timing of any future dividends may vary, and the payment of any dividend does not assure that we will pay dividends in the future.
In addition, any future repurchases of our common stock or payment of dividends, or any determination to cease repurchasing stock or paying dividends, could affect our stock price and significantly increase its variability. Additionally, any future repurchases of our common stock or payment of dividends could impact our ability to invest in our businesses or pursue acquisitions and venture investments. Although our share repurchase program is intended to enhance long-term stockholder value, there is no assurance that it will do so because the market price of our common stock may decline below the levels at which we repurchased shares of stock and short-term stock price fluctuations could reduce the program’s effectiveness.
Risks Related to Legal and Regulatory Matters
Infringing intellectual property rights of third parties or inadequately acquiring or protecting our intellectual property could harm our ability to compete or grow.
Because our products involve complex technology and chemistry, we are involved from time to time in litigation involving patents and other intellectual property. Parties have filed, and in the future may file, claims against us alleging that we have infringed their intellectual property rights. We were party to a litigation, which we settled in 2024, in which ADASA Inc. (“Adasa”), an unrelated third party, alleged that certain of our RFID products within our Solutions Group reportable segment infringed its patent. For more information on this litigation, see Note 8, “Contingencies,” in the Notes to Consolidated Financial Statements. If we are held liable for infringement in other matters, we could be required to pay damages, obtain licenses or cease making or selling certain products. There can be no assurance that licenses would be available on commercially reasonable terms or at all. The defense of these claims, whether or not meritorious, or the development of new technologies is costly and diverts the attention of management.
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We also have valuable intellectual property upon which third parties may infringe. We seek to protect and restrict access to our intellectual property and proprietary information by relying on the patent, trademark, copyright and trade secret laws of the U.S. and other countries, as well as non-disclosure agreements. However, it may be possible for a third party to obtain our information without our authorization, independently develop similar technologies, or breach a non-disclosure agreement entered into with us. In addition, many of the countries in which we operate do not have intellectual property laws as protective as those in the U.S. The use of our intellectual property by someone else without our authorization could reduce or eliminate certain competitive advantages we have, cause us to lose sales or otherwise harm our business. Further, the costs associated with protecting our intellectual property rights could materially adversely impact our business.
We have obtained and applied for U.S. and foreign trademark registrations and patents, and will continue to evaluate whether to register additional trademarks and apply for additional patents. We cannot guarantee that any of our pending applications will be approved by the applicable governmental authorities. Further, we cannot assure that the validity of our patents or our trademarks will not be challenged. In addition, third parties may be able to develop competing products using technology that avoids our patents.
Unfavorable developments in legal proceedings, investigations and other legal and regulatory matters, could impact us in a materially adverse manner.
There can be no assurance that any outcome of any litigation, investigation or other legal, environmental, compliance and regulatory matter will be favorable. Our financial results could be materially adversely affected by an unfavorable outcome to pending or future litigation and investigations, and other legal, regulatory, environmental and compliance matters. See Note 8, “Contingencies,” in the Notes to Consolidated Financial Statements for more information.
We are required to comply with anti-corruption and other compliance laws and regulations of the U.S. government and various international jurisdictions, and our failure to comply with these laws and regulations could have a material adverse effect on our business.
We are required to comply with the anti-corruption and other compliance laws and regulations of the U.S. government and various international jurisdictions, such as the U.S. Foreign Corrupt Practices Act and the UK’s Bribery Act of 2010. If we fail to comply with anti-corruption laws, we could be subject to substantial civil and criminal penalties, including fines, monetary damages and incarceration for responsible employees and managers. In addition, if our distributors or agents fail to comply with these laws, our business may also be materially adversely affected through reputational harm and penalties.
We are required to comply with environmental, health, and safety laws at our operations around the world. The costs of complying with these laws is significant and increasing.
We are subject to national, state, provincial and/or local environmental, health, and safety laws and regulations in the U.S. and other countries in which we operate, including those related to the disposal of hazardous waste and GHG emissions from our manufacturing processes. These laws, which are continually evolving and imposing additional requirements on our current and former manufacturing facilities, impose liability for the costs of, and damages resulting from, cleaning up current sites, past spills, disposals and other releases of hazardous substances. Enforcement of these laws can be unclear and is subject to the discretion of governmental agencies. Any failure to comply with existing and future environmental, health and safety laws could subject us to fees, penalties, costs or liabilities, impact our production capabilities, limit our ability to sell, expand or acquire facilities, and have a material adverse effect on our business. Laws and regulations related to the environment, product content and product safety are complex, change often, and can be open to different interpretations. In addition, we could be materially and adversely impacted by any environmental or product safety enforcement action affecting our suppliers, particularly in emerging markets.
We have accrued liabilities for the environmental clean-up of certain sites where it is probable that a loss will be incurred and the cost or amount of loss can be reasonably estimated, including the ten sites for which U.S. governmental agencies have designated us as a potentially responsible party as of our 2024 fiscal year-end. Because of the uncertainties associated with environmental assessment and remediation activities, the actual expense to remediate currently identified sites could be higher than the liabilities accrued and additional sites could be identified in the future. See Note 8, “Contingencies,” in the Notes to Consolidated Financial Statements for more information.
We are subject to export and import control laws and regulations in the jurisdictions in which we do business that could subject us to liability or impair our ability to compete in these markets.
Export control laws and economic sanctions prohibit the shipment of some of our products to embargoed or sanctioned countries, governments and persons. While we train our employees to comply with these regulations, use third party screening software, and take other measures, we cannot guarantee that a violation will not occur. A prohibited shipment has negative consequences, including government investigations, penalties, fines, civil and criminal sanctions and/or reputational harm. Any change in export or import regulations, economic sanctions or related legislation, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons or technologies targeted by such regulations, could decrease our ability to export or sell our products internationally. Any limitation on our ability to export or sell our products could materially adversely affect our business.
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Some of our products are subject to export control laws and regulations and may be exported only with an export license or through an applicable export license exception. If we fail to comply with export licensing, customs regulations, economic sanctions or other laws, we could be subject to substantial civil or criminal penalties, including fines, criminal charges against responsible employees and loss of export or import privileges. In addition, if our distributors fail to obtain appropriate import, export or re-export licenses or permits, we may also be materially adversely affected through reputational harm and penalties. Obtaining the necessary export license for a particular sale may be time consuming and expensive and could result in the delay or loss of sales opportunities.
Risks Related to Other Financial Matters
Our pension assets and liabilities are significant and subject to market, interest and credit risk that may reduce their asset values or increase their liability values, either of which could increase our net pension liability.
Changes in the value of our pension assets, which was approximately $660 million as of December 28, 2024, could materially adversely affect our earnings and cash flows as a result of a decline in the value of our investments due to increases in interest rates or volatility in financial markets. 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. We regularly evaluate options to better manage the volatility associated with our pension assets and liabilities and may continue taking actions to reduce the financial volatility associated with our pension liabilities, which could result in significant charges. Although we mitigate these risks by investing in high quality securities, ensuring adequate diversification of our investment portfolio, monitoring our portfolio’s overall risk profile and managing its liability profile, our net pension liability may nevertheless increase.
The actuarial assumptions used for valuation purposes affect our earnings and cash flows. Changes in accounting standards and government regulations could also affect our pension and postretirement plan expense and funding requirements.
We evaluate the assumptions used in determining projected benefit obligations and the fair value of plan assets for our non-U.S. pension plans and other postretirement benefit plans in consultation with outside actuaries. Our pension and projected postretirement benefit expenses and funding requirements increase or decrease as a result of the assumptions we use, including the discount rate, expected long-term rate of return or mortality rates. Because of changing market conditions or changes in participant populations, the actuarial assumptions that we use may differ from actual results, which could have a significant impact on our pension and postretirement benefit obligations and related costs. Funding obligations for each plan are determined based on the value of assets and liabilities on a specific date in accordance with applicable government regulations. Our pension funding requirements, and the timing of funding payments, could also be affected by future legislation or regulation. We are implementing plans to comply with the Dutch Pension Act passed in 2023, which requires traditional defined benefit plans to be phased out and transition to defined contribution plans before January 1, 2028. Our Dutch defined benefit plan includes a minimum guaranteed funding ratio that will have to be terminated as part of the transition, for which we will have to compensate the Dutch Pension Fund.
An impairment in the carrying value of goodwill could negatively impact our results of operations and net worth.
Goodwill is initially recorded at fair value and not amortized and is reviewed for impairment annually (or more frequently if impairment indicators are present). As of December 28, 2024, the carrying value of our goodwill was $1.98 billion. In 2024, we determined that the goodwill of our reporting units was not impaired. We review goodwill for impairment by comparing the fair value of a reporting unit to its carrying value, calculating goodwill valuations primarily using an income approach based on the present value of projected future cash flows of each reporting unit. In assessing fair value, we make estimates and assumptions about sales, operating margins, growth rates, and discount rates based on our business plans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and management’s judgment in applying these factors. We could be required to evaluate the carrying value of goodwill prior to the annual assessment if we experience disruptions to our business, unexpected significant declines in operating results, divestiture of a significant component of our business or sustained market capitalization declines. These types of events could result in goodwill impairment charges in the future, which could materially adversely affect our business in the periods in which they are made.
Item 1B. UNRESOLVED STAFF COMMENTS
None.
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Item 1C. CYBERSECURITY
Cybersecurity Risk Management and Strategy
Our cybersecurity risk management program, which is designed to protect the confidentiality, integrity and availability of our critical systems and information, includes a comprehensive cybersecurity incident response plan.
We design and assess our program based on the ISO 27000 and the National Institute of Standards and Technology (NIST) SP-800 and Cybersecurity Framework. We use these frameworks to help us identify, assess and manage cybersecurity risks relevant to our business and do not intend to suggest that we meet any particular technical standards, specifications or requirements.
Our cybersecurity risk management program complements our overall enterprise risk management program, using similar methodologies and governance processes to identify risks and mitigating strategies.
Our 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 information technology environment; an 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.
We have not experienced cybersecurity events that have materially affected our operations, results of operations, or financial condition. However, we face certain ongoing risks from cybersecurity threats that, if realized, would be reasonably likely to materially affect us, including our operations, results of operations, or financial condition.
Risks and uncertainties related to cybersecurity are discussed in greater detail under “Risks Related to Information Technology” in Item 1A of this report.
Cybersecurity Governance
Our Board of Directors (our “Board”) considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee primary responsibility for overseeing our cybersecurity risk management program and engaging with management on cybersecurity and other risks related to our information technology controls and security. 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. Management updates the Audit Committee, if and as needed, regarding any significant cybersecurity events, as well as events that may have had lesser potential impact.
Our cybersecurity leadership team ("CSLT"), which includes leaders accountable for security operations, incident response, risk and compliance, data security, application security, digital solutions security, vulnerability management and operational technology security, is responsible for assessing and managing our risks from cybersecurity threats. The team has primary responsibility for our overall 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 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 information technology environment.
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Item 2. PROPERTIES
As of December 28, 2024, we operated manufacturing facilities in excess of 100,000 square feet in the reportable segments and locations listed below.
Materials Group
U.S.
Peachtree City, Georgia; Greenfield and Lowell, Indiana; Fairport Harbor, Mentor, Oak Harbor, and Painesville, Ohio; 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; Chungju, South Korea; Rodange, Luxembourg; Bangi, Malaysia; Queretaro, Mexico; Rayong, Thailand; and Cramlington, United Kingdom
Solutions Group
U.S.
Fort Wayne, Indiana; New Century, Kansas; Miamisburg, Ohio; and Nashville, Tennessee
Non-U.S.
Dhaka, Bangladesh; Guangzhou, Nansha, Ningbo, Panyu, Shenzhen, and Suzhou, China; Ancarano, Italy; Kulim, Malaysia; Queretaro, Mexico; and Long An Province, Vietnam
In addition to the manufacturing facilities described above, our other principal facilities include our corporate headquarters and divisional office in Mentor, Ohio and our divisional and corporate offices located in Dallas, Texas; Vinhedo, Brazil; Hong Kong and Kunshan, China; and Oegstgeest, the Netherlands.
We own all of the principal properties identified above, except for the facilities in the following locations, which are leased: New Century, Kansas; Mentor, Ohio; Nashville, Tennessee; Hong Kong, Ningbo, Panyu, Shenzhen and Zhuozhou, China; Kibbutz Hanita, Israel; and Oegstgeest, the Netherlands.
We consider all our properties, whether owned or leased, suitable and adequate for our current needs. We generally expand production capacity as needed to meet increased demand. Owned buildings and plant equipment are insured against major losses from fire and other usual business risks, subject to applicable deductibles. We are not aware of any material defects in title to, or significant encumbrances on, our properties, except for certain mortgage liens.
Item 3. LEGAL PROCEEDINGS
See Note 8, “Contingencies,” in the Notes to Consolidated Financial Statements.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
(a)Our common stock is listed under the ticker symbol “AVY” on the New York Stock Exchange. We did not sell securities in any unregistered transactions during fiscal year 2024. We have historically paid quarterly cash dividends. Future dividend payments are subject to the approval by our Board of Directors based on our earnings, capital requirements, financial condition and other factors.
We had 3,391 shareholders of record as of December 28, 2024, the last day of our 2024 fiscal year.
Stockholder Return Performance
The graph below compares the cumulative stockholder return on our common stock, including reinvestment of dividends, with the return on the S&P 500 Stock Index, S&P 500 Industrials Index and Dow Jones U.S. Container & Packaging Index, in each case for the five-year period ending December 31, 2024.
1268
Total Return Analysis(1)
12/31/201912/31/202012/31/202112/31/202212/31/202312/31/2024
Avery Dennison$100 $121 $171 $145 $165 $155 
Dow Jones U.S. Container & Packaging Index
100 121 135 112 120 136 
S&P 500 Industrials Index
100 111 135 127 150 176 
S&P 500 Index
100 118 152 125 158 197 
(1) Assumes $100 invested on December 31, 2019 and reinvestment of dividends.

(b)Not applicable.

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(c)Repurchases of Equity Securities by Issuer
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 2024 are shown in the table below. Repurchased shares may be reissued under our long-term incentive plan or used for other corporate purposes.
Period(1)
Total number
of shares
purchased(2)
Average
price paid
per share(3)
Total number of
shares
purchased as
part of publicly
announced
plans(2)(4)
Approximate
dollar value
of shares that
may yet be
purchased
under the
plans(5)
September 29, 2024 – October 26, 2024105.5 $215.1 105.5 $462.9 
October 27, 2024 – November 23, 2024271.7 203.2 271.7 407.7 
November 24, 2024 – December 28, 2024311.0 195.6 311.0 346.9 
Total688.2 $201.6 688.2 $346.9 
(1) The periods shown are our fiscal months during the thirteen-week quarter ended December 28, 2024.
(2) Shares in thousands.
(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.
(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 repurchased.
(5) Dollars in millions.
Item 6. RESERVED
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Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ORGANIZATION OF INFORMATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, provides management’s views on our financial condition and results of operations, should be read in conjunction with the Consolidated Financial Statements and related notes thereto, and includes the sections shown below.
NON-GAAP FINANCIAL MEASURES
We report our financial results in conformity with accounting principles generally accepted in the United States of America, or GAAP, and also communicate with investors using certain non-GAAP financial measures. These non-GAAP financial measures are not in accordance with, nor are they a substitute for or superior to, the comparable GAAP financial measures. These non-GAAP financial measures are intended to supplement the presentation of our financial results prepared in accordance with GAAP. We use these non-GAAP financial measures internally to evaluate trends in our underlying performance, as well as to facilitate comparison with the results of competitors for quarters and year-to-date periods, as applicable. Based on feedback from investors and financial analysts, we believe that the supplemental non-GAAP financial measures we provide are also useful to their assessments of our performance and operating trends, as well as liquidity. Reconciliations of our non-GAAP financial measures from the most directly comparable GAAP financial measures are provided in accordance with Regulations G and S-K.
Our non-GAAP financial measures exclude the impact of certain events, activities or strategic decisions. The accounting effects of these events, activities or decisions, which are included in the GAAP financial measures, may make it more difficult to assess our underlying performance in a single period. By excluding the accounting effects, positive or negative, of certain items (e.g., restructuring charges, outcomes of certain legal 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. While some of the items we exclude from GAAP financial measures recur, they tend to be disparate in amount, frequency or timing.
We use the non-GAAP financial measures described below in this MD&A.
Sales change ex. currency refers to the increase or decrease in net sales, excluding the estimated impact of foreign currency translation, and, where applicable, the currency adjustments for transitional reporting of highly inflationary economies, and the reclassification of sales between segments. 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. The estimated impact of foreign currency translation is calculated on a constant currency basis, with prior-period results translated at current period average exchange rates to exclude the effect of foreign currency fluctuations.
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.
Organic sales change refers to sales change ex. currency, excluding the estimated impact of acquisitions and product line divestitures.
We believe that sales change ex. currency and organic sales change assist investors in evaluating the sales change from the ongoing activities of our businesses and enhance their ability to evaluate our results from period to period.
Adjusted free cash flow refers to cash flow provided by operating activities, less payments for property, plant and equipment, 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 investments, less net cash used for Argentine Blue Chip Swap securities. Where applicable, adjusted free cash flow is also adjusted for certain acquisition-related transaction costs. We believe that adjusted free cash flow assists investors by showing the amount of cash we have available for debt reductions, dividends, share repurchases, and acquisitions.
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Operational working capital as a percentage of annualized current quarter net sales refers to trade accounts receivable and inventories, net of accounts payable, and excludes cash and cash equivalents, short-term borrowings, deferred taxes, other current assets and other current liabilities divided by annualized current quarter net sales. We believe that operational working capital as a percentage of annualized current quarter net sales assists investors in assessing our working capital requirements because it excludes the impact of fluctuations attributable to our financing and other activities (which affect cash and cash equivalents, deferred taxes, other current assets and other current liabilities) that tend to be disparate in amount, frequency or timing, and may increase the volatility of working capital as a percentage of sales from period to period. The items excluded from this measure are not significantly influenced by our day-to-day activities managed at the operating level and do not necessarily reflect the underlying trends in our operations.
OVERVIEW AND OUTLOOK
Fiscal Year
Our fiscal years have generally consisted of 52 weeks, with every fifth or sixth fiscal year consisting of 53 weeks; our 2024, 2023 and 2022 fiscal years consisted of 52-week periods ending December 28, 2024, December 30, 2023 and December 31, 2022, respectively.
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.
Net Sales
The factors impacting reported net sales change, as compared to the prior-year period, are shown in the table below.
20242023
Reported net sales change%(8)%
Foreign currency translation— 
Sales change ex. currency(1)
%(7)%
Acquisitions
(1)(1)
Organic sales change(1)
%(8)%
(1) Totals may not sum due to rounding.
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. In 2023, net sales decreased on an organic basis primarily due to lower volume, partially offset by pricing actions.
Net Income
Net income increased from approximately $503 million in 2023 to approximately $705 million in 2024. The primary factors affecting this increase were:
Higher volume
Benefits from productivity initiatives, including temporary cost-saving actions, material re-engineering and savings from restructuring actions, net of transition costs
The impact of the accrual for a legacy legal matter in the prior year
Lower restructuring charges
These items were partially offset by the following factors:
Higher employee-related costs
Higher provision for income taxes
The net impact of raw material deflation-related price reductions
Cost Reduction Actions
2025 Actions
In the fourth quarter 2024, we recorded $13.1 million in restructuring charges related to our 2025 actions. These charges consisted of severance and related costs for the reduction of approximately 90 positions, as well as asset impairment charges, at numerous locations across our company, reflecting actions in our Solutions Group reportable segment.
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2023 Actions
During 2024, we recorded $28.8 million in restructuring charges, net of reversals, related to our 2023 actions. 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. During 2023, we recorded $49.0 million in restructuring charges, net of reversals, related to these actions. These charges consisted of severance and related costs for the reduction of approximately 1,450 positions, as well as asset impairment charges, at numerous locations across our company.
In the third quarter of 2023, we approved a restructuring plan (the "2023 Plan") to further optimize the European footprint of our Materials Group reportable segment by reducing operations in a manufacturing facility in Belgium. The cumulative charges associated with the 2023 Plan consisted of severance and related costs for the reduction of approximately 210 positions, as well as asset impairment charges. We recorded $30.4 million in 2023 in restructuring charges related to the 2023 Plan. The activities related to the 2023 Plan are expected to be substantially completed by mid-2025.
We realized approximately $63 million and $69 million in savings from restructuring actions, net of transition costs, in 2024 and 2023, respectively, primarily related to our 2023 actions.
Restructuring charges were included in “Other expense (income), net” in the Consolidated Statements of Income. Refer to Note 13, “Cost Reduction Actions,” to the Consolidated Financial Statements for more information.
Business Acquisitions
2023 Business Acquisitions
On November 23, 2023, we completed our business acquisition of Silver Crystal Group ("Silver Crystal"), a Canada-based provider of sports apparel customization and application solutions across in-venue, direct-to-business and e-commerce platforms. On May 22, 2023, we completed our business acquisition of LG Group, Inc. ("Lion Brothers"), a Maryland-based designer and manufacturer of apparel brand embellishments. On March 6, 2023, we completed our business acquisition of Thermopatch, Inc. ("Thermopatch"), a New York-based manufacturer specializing in labeling, embellishments and transfers for the sports, industrial laundry, workwear and hospitality industries. These acquisitions expanded the product portfolio in our Solutions Group reportable segment.
The acquisitions of Silver Crystal, Lion Brothers and Thermopatch are referred to collectively as the "2023 Acquisitions."
The aggregate purchase consideration, including purchase consideration payable, for the 2023 Acquisitions was approximately $231 million. We funded the 2023 Acquisitions using cash and commercial paper borrowings. In addition to the cash paid at closing, the sellers in one of these acquisitions are eligible for earn-out payments of up to $5 million, subject to the acquired company achieving certain post-acquisition performance targets. As of the acquisition date, we included an estimate of the fair value of these earn-out payments in the aggregate purchase consideration.
The 2023 Acquisitions were not material, individually or in the aggregate, to the Consolidated Financial Statements.
Accounting Guidance Updates
Refer to Note 1, “Summary of Significant Accounting Policies,” to the Consolidated Financial Statements for this information.
Cash Flow
(In millions)202420232022
Net cash provided by operating activities$938.8 $826.0 $961.0 
Purchases of property, plant and equipment(208.8)(265.3)(278.1)
Purchases of software and other deferred charges(31.0)(19.8)(20.4)
Proceeds from company-owned life insurance policies— 48.1 — 
Purchases of Argentine Blue Chip Swap securities
(34.2)— — 
Proceeds from sales of Argentine Blue Chip Swap securities
24.0 — — 
Proceeds from sales of property, plant and equipment.6 1.0 2.3 
Proceeds from insurance and sales (purchases) of investments, net10.1 1.9 1.9 
Payments for certain acquisition-related transaction costs— — .6 
Adjusted free cash flow$699.5 $591.9 $667.3 
In 2024, net cash provided by operating activities increased compared to 2023 primarily due to higher net income, lower incentive compensation payments and lower tax payments, net of refunds, partially offset by changes in operational working capital and the settlement payment for the Adasa legal matter. In 2024, adjusted free cash flow increased compared
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to 2023 primarily due to higher net cash provided by operating activities and lower purchases of property, plant and equipment, partially offset by lower proceeds from company-owned life insurance policies.
Outlook
Certain factors that we believe will contribute to our 2025 results are described below.
We anticipate net sales to increase, driven by volume growth in both the Solutions Group and Materials Group reportable segments.
We expect an unfavorable impact to our full-year net sales and operating income from foreign currency translation, based on recent rates.
We anticipate incremental savings from restructuring actions, net of transition costs.
We expect our full-year effective tax rate to be in the mid-twenty percent range.
ANALYSIS OF RESULTS OF OPERATIONS
Income before Taxes
(In millions, except percentages)202420232022
Net sales$8,755.7 $8,364.3 $9,039.3 
Cost of products sold6,225.0 6,086.8 6,635.1 
Gross profit2,530.7 2,277.5 2,404.2 
Marketing, general and administrative expense1,415.3 1,313.7 1,330.8 
Other expense (income), net71.6 180.9 (.6)
Interest expense117.0 119.0 84.1 
Other non-operating expense (income), net(26.7)(30.8)(9.4)
Income before taxes$953.5 $694.7 $999.3 
Gross profit margin28.9 %27.2 %26.6 %
Gross Profit Margin
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.
Gross profit margin in 2023 increased compared to 2022 primarily due to benefits from productivity initiatives, including temporary cost-saving actions, material re-engineering and savings from restructuring actions, net of transition costs, and the net impact of pricing and raw material inputs costs, partially offset by lower volume and higher employee-related costs.
Marketing, General and Administrative Expense
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.
Marketing, general and administrative expense decreased in 2023 compared to 2022 primarily due to benefits from productivity initiatives, including temporary cost-saving actions and savings from restructuring actions, net of transition costs, partially offset by higher employee-related costs and growth investments.
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Other Expense (Income), Net
(In millions)202420232022
Other expense (income), net by type
Restructuring charges, net of reversals:
Severance and related costs, net of reversals
$35.4 $70.8 $7.6 
Asset impairment and lease cancellation charges
6.5 8.6 .1 
Other items:
Losses from Argentine peso remeasurement and Blue Chip Swap transactions
16.4 29.9 — 
(Gain) loss on venture investments
19.2 1.5 (13.5)
Outcomes of legal matters and settlements, net
(6.2)64.3 6.3 
Transaction and related costs.3 5.3 .3 
(Gain) loss on sales of assets
— .5 (1.4)
Other expense (income), net$71.6 $180.9 $(.6)
Refer to Note 13, “Cost Reduction Actions,” to the Consolidated Financial Statements for more information regarding restructuring charges, net of reversals.
Refer to Note 9, “Fair Value Measurements,” to the Consolidated Financial Statements for more information regarding (gain) loss on venture investments.
Refer to Note 8, "Contingencies," and Note 15, “Segment and Disaggregated Revenue Information,” to the Consolidated Financial Statements for more information regarding outcomes of legal matters and settlements, net.
Interest Expense
Interest expense decreased in 2024 compared to 2023 primarily due to a decrease in commercial paper borrowings, partially offset by higher debt balances.
Interest expense increased in 2023 compared to 2022 primarily as a result of higher interest rates on borrowings and higher debt balances.
Other Non-Operating Expense (Income), Net
Other non-operating income decreased in 2024 compared to 2023 due to lower interest income, primarily in Argentina.
Other non-operating income increased in 2023 compared to 2022 due to higher interest income, primarily in Argentina.
Net Income and Earnings per Share
(In millions, except percentages and per share amounts)202420232022
Income before taxes$953.5 $694.7 $999.3 
Provision for income taxes248.6 191.7 242.2 
Net income$704.9 $503.0 $757.1 
Net income per common share$8.77 $6.23 $9.28 
Net income per common share, assuming dilution8.73 6.20 9.21 
Effective tax rate26.1 %27.6 %24.2 %
Provision for Income Taxes
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. Our effective tax rate in 2023 increased compared to 2022 primarily due to higher non-deductible expenses resulting from the impact of the Argentine peso remeasurement loss, higher tax charges from the recognition of uncertain tax positions in certain foreign jurisdictions, and lower U.S. federal return-to-provision benefits.
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Our effective tax rate can vary from period to period due to a variety of factors, such as changes in our mix of earnings in countries with differing statutory tax rates, changes in our tax reserves, settlements of income tax audits, changes in tax laws and regulations, return-to-provision adjustments, tax impacts related to stock-based payments, and our execution of tax planning strategies.
Refer to Note 14, “Taxes Based on Income,” to the Consolidated Financial Statements for more information.
RESULTS OF OPERATIONS BY REPORTABLE SEGMENT
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. Segment adjusted operating income is defined as income before taxes adjusted for other expense (income), net; interest expense, other non-operating expense (income), net; and other items.
Refer to Note 15, “Segment and Disaggregated Revenue Information,” to the Consolidated Financial Statements for more information.
Materials Group
(In millions)202420232022
Net sales including intersegment sales$6,175.8 $5,968.4 $6,632.2 
Less intersegment sales(162.8)(157.1)(137.1)
Net sales$6,013.0 $5,811.3 $6,495.1 
Segment adjusted operating income(1)
924.7 789.2 845.9 
(1)  Segment adjusted operating income excluded charges associated with restructuring actions and related costs in all years, loss on venture investment in 2024, losses from Argentine peso remeasurement and Blue Chip Swap transactions and outcomes of legal matters and settlements, net, in 2024 and 2023, loss on sale of assets in 2023, and gain on venture investment in 2022. These items were included in "Other expense (income), net."
$40.4 $88.3 $(13.4)
Net Sales
The factors impacting reported net sales change are shown in the table below.
2024
2023
Reported net sales change%(11)%
Foreign currency translation— — 
Sales change ex. currency(1)
(10)
Organic sales change(1)
%(10)%
(1) Totals may not sum due to rounding.
In 2024, net sales increased on an organic basis compared to the prior year due to higher volume, partially offset by the impact of raw material deflation-related price reductions. On an organic basis, net sales increased by low single digit rates in North America and Western Europe and a high single digit rate in emerging markets.
In 2023, net sales decreased on an organic basis compared to the prior year due to lower volume driven primarily by inventory destocking, partially offset by the impact of pricing actions. On an organic basis, net sales decreased by a low double-digit rate in North America, a high teens rate in Western Europe and a high single digit rate in emerging markets.
Segment Adjusted Operating Income
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.
Segment adjusted operating income decreased in 2023 compared to the same period in 2022 primarily due to lower volume, partially offset by benefits from productivity initiatives, including temporary cost-saving actions, material re-engineering and savings from restructuring actions, net of transition costs, and the net impact of pricing and raw material input costs.
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Solutions Group
(In millions)202420232022
Net sales including intersegment sales$2,795.0 $2,588.5 $2,581.6 
Less intersegment sales(52.3)(35.5)(37.4)
Net sales$2,742.7 $2,553.0 $2,544.2 
Segment adjusted operating income(1)
289.3 252.0 310.1 
(1)  Segment adjusted operating income excluded charges associated with restructuring actions, outcomes of legal matters and settlements, net, and transaction and related costs in all years, loss on venture investments in 2024 and 2023, and gain on sales of assets in 2022. These items were included in "Other expense (income), net."
$30.8 $86.3 $7.8 
Net Sales
The factors impacting reported net sales change are shown in the table below.
20242023
Reported net sales change%— %
Foreign currency translation
Sales change ex. currency(1)
Acquisitions(2)(3)
Organic sales change(1)
%(1)%
(1) Totals may not sum due to rounding.
In 2024, on an organic basis, net sales increased by a low single digit rate in high-value categories and a low-double digit rate in the base business compared to the prior year. Company-wide, on an organic basis, sales of intelligent labels increased by a high single digit rate compared to the prior year.
In 2023, on an organic basis, net sales increased by a high single digit rate in high-value categories and decreased by a low double-digit rate in the base business compared to the prior year. Company-wide, on an organic basis, sales of intelligent labels increased by a low double-digit rate compared to the prior year.
Segment Adjusted Operating Income
Segment adjusted operating income increased in 2024 compared to 2023 primarily due to higher volume and benefits from productivity initiatives, including savings from restructuring actions, net of transition costs, partially offset by higher employee-related costs and growth investments.
Segment adjusted operating income decreased in 2023 compared to 2022 primarily due to higher employee-related costs, lower volume, growth investments and the impact of unfavorable foreign currency translation, partially offset by benefits from productivity initiatives, including temporary cost-saving actions and savings from restructuring actions, net of transition costs.
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FINANCIAL CONDITION
Liquidity
Operating Activities
(In millions)202420232022
Net income$704.9 $503.0 $757.1 
Depreciation197.1 187.4 177.4 
Amortization115.1 111.0 113.3 
Provision for credit losses and sales returns47.4 49.9 50.1 
Stock-based compensation28.7 22.3 47.4 
Deferred taxes and other non-cash taxes(18.5)(24.4)18.4 
Other non-cash expense and loss (income and gain), net67.2 37.1 23.5 
Trade accounts receivable(107.3)(16.7)(22.1)
Inventories(90.7)111.7 (140.7)
Accounts payable106.7 (87.6)68.2 
Taxes on income40.2 (18.7)18.9 
Other assets(48.0)37.7 15.3 
Other liabilities(104.0)(86.7)(165.8)
Net cash provided by operating activities$938.8 $826.0 $961.0 
In 2024, cash flow provided by operating activities increased compared to 2023 primarily due to higher net income, lower incentive compensation payments and lower tax payments, net of refunds, partially offset by changes in operational working capital and the settlement payment for the Adasa legal matter.
In 2023, cash flow provided by operating activities decreased compared to 2022 primarily due to lower net income and higher tax payments, net of refunds, partially offset by changes in operational working capital and lower incentive compensation payments.
Investing Activities
(In millions)202420232022
Purchases of property, plant and equipment$(208.8)$(265.3)$(278.1)
Purchases of software and other deferred charges(31.0)(19.8)(20.4)
Proceeds from company-owned life insurance policies
— 48.1 — 
Purchases of Argentine Blue Chip Swap securities(34.2)— — 
Proceeds from sales of Argentine Blue Chip Swap securities24.0 — — 
Proceeds from sales of property, plant and equipment.6 1.0 2.3 
Proceeds from insurance and sales (purchases) of investments, net10.1 1.9 1.9 
Proceeds from sale of venture investment
— — 1.1 
Payments for acquisitions, net of cash acquired, and venture investments(3.8)(224.9)(39.5)
Net cash used in investing activities$(243.1)$(459.0)$(332.7)
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Purchases of Property, Plant and Equipment
In 2024, in our Solutions Group reportable segment, we primarily invested in buildings and equipment to support growth in certain countries in Asia Pacific, including China and Malaysia, the U.S. and certain countries in Latin America, primarily Mexico; in our Materials Group reportable segment, we primarily invested in buildings and equipment to support growth in the U.S., and certain countries in Europe, primarily France, and Asia Pacific, primarily China. In 2023, in our Solutions Group reportable segment, we primarily invested in buildings and equipment to support growth in certain countries in Asia Pacific, primarily Malaysia, the U.S. and certain countries in Latin America, primarily Mexico; in our Materials Group reportable segment, we primarily invested in buildings and equipment to support growth in the U.S. and certain countries in Europe, primarily France, and Asia Pacific, primarily China. In 2022, in our Solutions Group reportable segment, we primarily invested in buildings and equipment to support growth in certain countries in Asia Pacific, including Malaysia, China and Vietnam, and the U.S.; in our Materials Group reportable segment, we primarily invested in buildings and equipment in the U.S. and certain countries in Europe, primarily France, and Latin America, primarily Brazil.
Purchases of Software and Other Deferred Charges
In 2024, 2023 and 2022, we invested in information technology upgrades worldwide.
Proceeds from Company-Owned Life Insurance Policies
In 2023, we utilized approximately $48 million of the cash surrender value available under our company-owned life insurance policies.
Purchases and Proceeds from Argentine Blue Chip Swap Securities
In 2024, we entered into Blue Chip Swap transactions that resulted in losses of approximately $10 million. Refer to Note 16, “Supplemental Financial Information,” to the Consolidated Financial Statements for more information.
Proceeds from Insurance and Sales (Purchases) Investments, net
In 2024, we received approximately $8 million of insurance proceeds for losses related to damaged property, plant and equipment.
Payments for Acquisitions, Net of Cash Acquired, and Venture Investments
We paid consideration, net of cash acquired, of approximately $223 million for the 2023 Acquisitions and $30 million for the acquisitions we completed in 2022. We funded the 2023 Acquisitions and the acquisitions we completed in 2022 using cash and commercial paper borrowings. We also made certain venture investments in 2024, 2023 and 2022.
Refer to Note 2, “Business Acquisitions,” to the Consolidated Financial Statements for more information.
Financing Activities
(In millions)202420232022
Net increase (decrease) in borrowings with maturities of three months or less$(269.0)$(36.6)$34.6 
Additional long-term borrowings539.2 394.9 — 
Repayments of long-term debt and finance leases(308.1)(255.9)(6.3)
Dividends paid(277.5)(256.7)(238.9)
Share repurchases(247.5)(137.5)(379.5)
Net (tax withholding) proceeds related to stock-based compensation(8.4)(23.8)(25.1)
Other(4.8)(1.6)— 
Net cash used in financing activities
$(576.1)$(317.2)$(615.2)
Borrowings and Repayment of Debt
During 2024, 2023 and 2022, our commercial paper borrowings funded various activities, including repayments of long-term debt, acquisitions, dividend payments, share repurchases, capital expenditures and other general corporate purposes.
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In November 2024, we issued €500 million of senior notes, due November 4, 2034, which bear an interest rate of 3.750% per year, payable annually in arrears. Our net proceeds from this issuance, after deducting underwriting discounts and offering expenses, were approximately €495 million ($539 million), which we intend to use to repay our €500 million of senior notes maturing in March 2025 and for general corporate purposes.
In August 2024, we repaid our $300 million of senior notes at maturity using cash flows from operations and commercial paper borrowings.
In March 2023, we issued $400 million of senior notes, due March 15, 2033, which bear an interest rate of 5.750% per year, payable semiannually in arrears. Our net proceeds from this issuance, after deducting underwriting discounts and offering expenses, were $394.9 million, which we used to repay indebtedness under our commercial paper programs and our $250 million of senior notes that matured on April 15, 2023.
Refer to Note 4, "Debt" to the Consolidated Financial Statements for more information.
Dividends Paid
We paid dividends per share of $3.45, $3.18 and $2.93 in 2024, 2023 and 2022, respectively. In April 2024, we increased our quarterly dividend rate to $0.88 per share, representing an increase of approximately 9% from our previous quarterly dividend rate of $0.81 per share. In April 2023, we increased our quarterly dividend to $0.81 per share, representing an increase of approximately 8% from our previous dividend rate of $0.75 per share.
Share Repurchases
From time to time, our Board authorizes the repurchase of shares of our outstanding common stock. Repurchased shares may be reissued under our long-term incentive plan or used for other corporate purposes. In 2024, 2023 and 2022, we repurchased approximately 1.2 million, 0.8 million and 2.2 million shares of our common stock, respectively.
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 and in addition to any amount outstanding under our previous Board authorization. Shares of our common stock in the aggregate amount of $346.9 million remained authorized for repurchase under this Board authorization as of December 28, 2024. Board authorizations remain in effect until shares in the amount authorized thereunder have been repurchased.
Net (Tax Withholding) Proceeds Related to Stock-Based Compensation
Approximately 0.1 million stock options were exercised in 2024, resulting in proceeds of approximately $10 million. Refer to Note 12, “Long-Term Incentive Compensation,” to the Consolidated Financial Statements for more information.
Analysis of Selected Balance Sheet Accounts
Long-lived Assets
Property, plant and equipment, net, decreased by approximately $39 million to $1.59 billion at year-end 2024, which primarily reflected depreciation expense and the impact of foreign currency translation, partially offset by purchases of property, plant and equipment.
Goodwill decreased by approximately $37 million to $1.98 billion at year-end 2024, which primarily reflected the impact of foreign currency translation.
Other intangibles resulting from business acquisitions, net, decreased by approximately $94 million to $755.3 million at year-end 2024, primarily reflecting current year amortization expense.
Refer to Note 3, “Goodwill and Other Intangibles Resulting from Business Acquisitions,” to the Consolidated Financial Statements for more information.
Other assets increased by approximately $88 million to $897.3 million at year-end 2024, primarily reflecting higher capitalized implementation costs associated with our cloud computing arrangements and higher operating lease assets.
Long-term Retirement Benefits and Other Liabilities
Other long-term retirement benefits and other liabilities decreased by approximately $66 million to $434.6 million at year-end 2024, primarily reflecting the settlement payment for the Adasa legal matter.
Shareholders’ Equity Accounts
The balance of our shareholders’ equity increased by approximately $184 million to $2.31 billion at year-end 2024. Refer to Note 11, “Supplemental Equity and Comprehensive Income Information,” to the Consolidated Financial Statements for more information.
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Impact of Foreign Currency Translation
(In millions)20242023
Change in net sales$(33)$(58)
In 2024, international operations generated approximately 70% of our net sales. Our future results are subject to changes in geopolitical, social and economic conditions in the regions in which we operate and the impact of fluctuations in foreign currency exchange rates.
The unfavorable impact of foreign currency translation on net sales in 2024 compared to 2023 was primarily related to sales in China and Brazil, partially offset by the favorable impact of euro-denominated sales.
Effect of Foreign Currency Transactions
The impact on net income from foreign currency transactions is largely mitigated because the costs of our products are generally denominated in the same currencies in which they are sold. In addition, to reduce our income and cash flow exposure to transactions in foreign currencies, we enter into foreign currency exchange forward, option and swap contracts where available and appropriate. Refer to Note 5, “Financial Instruments,” to the Consolidated Financial Statements for more information.
During 2024 and 2023, the Argentine peso devalued significantly compared to the U.S. dollar, resulting in remeasurement losses of approximately $16 million and $30 million, respectively, which was included in "Other expense (income), net" in the Consolidated Statements of Income. The 2024 losses included Blue Chip Swap transactions that resulted in losses of approximately $10 million. Refer to Note 16, “Supplemental Financial Information,” to the Consolidated Financial Statements for more information.
Analysis of Selected Financial Ratios
We utilize the financial ratios discussed below to assess our financial condition and operating performance. We believe this information assists our investors in understanding the factors impacting our cash flow other than net income and capital expenditures.
Operational Working Capital Ratio
Operational working capital, as a percentage of annualized current-quarter net sales, is reconciled to working capital below. Our objective is to minimize our investment in operational working capital, as a percentage of annualized current-quarter net sales, to maximize our cash flow and return on investment. Operational working capital, as a percentage of annualized current-quarter net sales, in 2024 was comparable with 2023. Further information regarding the components of operational working capital is provided below.
(In millions, except percentages)20242023
(A)Working capital
$216.1 $96.5 
Reconciling items:
Cash and cash equivalents(329.1)(215.0)
Other current assets(305.3)(245.4)
Short-term borrowings and current portion of long-term debt and finance leases592.3 622.2 
Current income taxes payable and other current accrued liabilities929.6 800.2 
(B)Operational working capital
$1,103.6 $1,058.5 
(C)Fourth-quarter net sales, annualized
$8,742.8 $8,442.0 
Operational working capital, as a percentage of annualized current-quarter net sales (B) ÷ (C)12.6 %12.5 %
Accounts Receivable Ratio
The average number of days sales outstanding was 61 days in both 2024 and 2023, calculated using the accounts receivable balance at year-end divided by the average daily sales in the fourth quarter of 2024 and 2023, respectively.
Inventory Ratio
Average inventory turnover was 6.4 in 2024 compared to 6.6 in 2023, calculated using the annualized fourth-quarter cost of products sold in 2024 and 2023, respectively, and divided by the inventory balance at the respective year-end. The decrease in average inventory turnover primarily reflected higher inventory balances, partially offset by the impact of foreign currency translation.
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Accounts Payable Ratio
The average number of days payable outstanding was 77 days in both 2024 and 2023, calculated using the accounts payable balance at year-end divided by the annualized fourth-quarter cost of products sold in 2024 and 2023, respectively.
Capital Resources
Capital resources include cash flows from operations, cash and cash equivalents and debt financing, including access to commercial paper borrowings supported by our revolving credit facility (the "Revolver"). We use these resources to fund our operational needs.
At year-end 2024, we had cash and cash equivalents of $329.1 million held in accounts at third-party financial institutions in numerous locations throughout the world. At year-end 2024, the majority of our cash and cash equivalents was held by our foreign subsidiaries, primarily in the Asia Pacific region.
To meet our U.S. cash requirements, we have several cost-effective liquidity options available. These options include borrowing funds at reasonable rates, including borrowings from our foreign subsidiaries, and repatriating foreign earnings and profits. However, if we were to repatriate foreign earnings and profits, a portion would be subject to cash payments of withholding taxes imposed by foreign tax authorities. Additional U.S. taxes may also result from the impact of foreign currency fluctuations related to these earnings and profits.
In June 2024, we entered into a Credit Agreement (the "Credit Agreement") related to our Revolver to borrow up to an aggregate of $1.2 billion through its maturity date of June 26, 2029. The Revolver refinanced the prior revolving credit facility under the Fifth Amended and Restated Credit Agreement dated as of February 13, 2020, as amended. Pursuant to the Credit Agreement, the commitments under the Revolver may be increased by up to $600 million, subject to lender approvals and customary requirements. Under certain circumstances, we may request that the commitments under the Revolver be extended for one-year periods in accordance with the terms and conditions of the Credit Agreement. We use the Revolver as a back-up facility for our commercial paper program and for other corporate purposes.
The Revolver contains a financial covenant that requires us to maintain a maximum leverage ratio (calculated as a ratio of consolidated debt minus unrestricted cash and cash equivalents in excess of $50 million to consolidated EBITDA as defined in the agreement) of not more than 3.50 to 1.00; provided that, in the event of an acquisition by us that exceeds $250 million, the maximum leverage ratio increases to 4.00 to 1.00 for the fiscal quarter in which the acquisition occurs and the three fiscal quarters immediately following that fiscal quarter. As of December 28, 2024, our ratio was substantially below the maximum ratio allowed by the Revolver. As of December 30, 2023, our ratio was substantially below the maximum rate allowed by our previous revolving credit facility.
In addition to the Revolver, we have short-term lines of credit available in various countries of approximately $261 million in the aggregate at December 28, 2024. These lines may be cancelled at any time by us or the issuing banks. Borrowings under our short-term lines of credit were not material as of December 28, 2024 and December 30, 2023.
We are exposed to financial market risk resulting from changes in interest and foreign currency exchange rates, and to possible liquidity and credit risks of our counterparties.
We currently anticipate using the net proceeds from the €500 million of senior notes we issued in the fourth quarter of 2024, cash flows from operations and commercial paper borrowings to repay €500 million of senior notes, $25 million of medium-term notes and $5 million of medium-term notes maturing in the first, second and third quarters of 2025, respectively.
Capital from Debt
The carrying value of our total debt decreased by approximately $92 million to $3.15 billion at year-end 2024 from year-end 2023, primarily due to the repayment of our $300 million of senior notes that matured in August 2024, a net decrease in commercial paper borrowings and the revaluation of our euro-denominated senior notes, partially offset by our issuance of €500 million of senior notes in November 2024.
Credit ratings are a significant factor in our ability to raise short- and long-term financing. The credit ratings assigned to our company also impact the interest rates we pay and our access to commercial paper, credit facilities, and other borrowings. A downgrade of our short-term credit ratings could impact our ability to access commercial paper markets. If our access to commercial paper markets were to become limited, the Revolver and our other credit facilities would be available to meet our short-term funding requirements. When determining our credit rating, we believe that rating agencies primarily consider our competitive position, business outlook, consistency of cash flows, debt level and liquidity, geographic footprint and management team. We remain committed to maintaining an investment grade rating.
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Fair Value of Debt
The estimated fair value of our long-term debt is primarily based on the credit spread above U.S. Treasury securities or euro government bond securities, as applicable, on notes with similar rates, credit ratings and remaining maturities. The fair value of short-term borrowings, which includes commercial paper issuances and short-term lines of credit, approximates their carrying value given their short duration. The fair value of our total debt was $3.01 billion at December 28, 2024 and $3.11 billion at December 30, 2023. Fair value amounts were determined based primarily on Level 2 inputs. Refer to Note 1, “Summary of Significant Accounting Policies,” for more information.
Contractual Obligations, Commitments and Off-Balance Sheet Arrangements
Material Cash Requirements at End of Year 2024
We have short- and long-term material cash requirements related to our contractual obligations that arise in the normal course of business. In addition to principal and interest payments on our outstanding debt obligations, our contractual obligations primarily consist of lease payments.
Refer to Note 4, "Debt," to the Consolidated Financial Statements for a summary of our principal payments for short-term borrowings and long-term debt obligations as of December 28, 2024. Future interest payments for long-term debt as of December 28, 2024 are approximately $106 million in 2025; $97 million in 2026; $97 million in 2027; $97 million in 2028; $73 million in 2029; and $243 million from 2030 through maturity.
Refer to Note 7, "Commitments and Leases," to the Consolidated Financial Statements for a summary of our lease obligations as of December 28, 2024.
Refer to Note 6, “Pension and Other Postretirement Benefits,” to the Consolidated Financial Statements for information regarding our defined benefit pension plan contributions and future benefit payments, deferred compensation plan benefit payments and unfunded termination indemnity benefits.
Refer to Note 12, “Long-term Incentive Compensation,” to the Consolidated Financial Statements for information regarding cash-based awards to employees under one of our long-term incentive compensation plans.
Refer to Note 14, “Taxes Based on Income,” to the Consolidated Financial Statements for more information regarding our unrecognized tax benefits of approximately $81 million.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions for the reporting period and as of the financial statement date. These estimates and assumptions affect our reported amounts of assets and liabilities, disclosure of contingent liabilities, and reported amounts of revenue and expense. Actual results could differ from these estimates.
Critical accounting estimates are those that are important to our financial condition and results, and which require us to make difficult, subjective and/or complex judgments. Critical accounting estimates cover accounting matters that are inherently uncertain because their future resolution is unknown. We believe our critical accounting estimates include accounting for goodwill, business combinations, pension and postretirement benefits, taxes based on income and long-term incentive compensation.
Goodwill
Business combinations are accounted for using the acquisition method, with the excess of the acquisition cost over the fair value of acquired net tangible assets and identified intangible assets considered goodwill. As a result, we disclose goodwill separately from other intangible assets. Our reporting units are composed of either a discrete business or an aggregation of businesses with similar economic characteristics.
We perform our annual impairment test of goodwill during the fourth quarter. Certain factors may cause us to perform an impairment test prior to the fourth quarter, including significant underperformance of a business relative to expected operating results, significant adverse economic and industry trends, significant decline in our market capitalization for an extended period of time relative to net book value, or a decision to divest a portion of a reporting unit. In performing impairment tests, we have the option to first assess qualitative factors to determine whether it is necessary to perform a quantitative assessment for goodwill impairment. If the qualitative assessment indicates that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value, we perform a quantitative assessment.
A quantitative assessment primarily consists of using the present value (discounted cash flow) method to determine the fair value of reporting units with goodwill. We compare the fair value of each reporting unit to its carrying amount, and, to the extent the carrying amount exceeds the unit’s fair value, we recognize an impairment of goodwill for the excess up to the amount of goodwill of that reporting unit.
In consultation with outside specialists, we estimate the fair value of our reporting units using various valuation techniques, with the primary technique being a discounted cash flow analysis. A discounted cash flow analysis requires us to make various assumptions, including a reporting unit's forecasted sales, operating margins and growth rates, as well as
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discount rates. Our assumptions about discount rates are based on the weighted average cost of capital for comparable companies. Our assumptions about sales, operating margins and growth rates are based on our forecasts, business plans, economic projections, anticipated future cash flows, and marketplace data. We also make assumptions for varying perpetual growth rates for periods beyond our long-term business plan period. We base our fair value estimates on projected financial information and assumptions that we believe are reasonable. However, actual future results may differ materially from these estimates and projections. The valuation methodology we use to estimate the fair value of reporting units requires inputs and assumptions that reflect current market conditions, as well as the impact of planned business and operational strategies that require management judgment. The estimated fair value could increase or decrease depending on changes in the inputs and assumptions.
In our annual impairment test in the fourth quarter of 2024, the goodwill of all reporting units in our Materials Group and Solutions Group reportable segments were tested utilizing a qualitative assessment. Based on this assessment, we determined that the fair values of these reporting units were more-likely-than-not greater than their respective carrying values. Therefore, the goodwill of our reporting units was not impaired.
Business Combinations
The results of acquired businesses are included in our Consolidated Financial Statements from their acquisition date. Assets and liabilities of an acquired business are recorded at their estimated fair values on the acquisition date. We engage third-party valuation specialists to assist us in determining these fair values where necessary. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill.
The allocation of purchase price requires management to make significant estimates and assumptions. While we believe our assumptions and estimates are reasonable, they are inherently uncertain and based in part on our experience, market conditions, our projections of future performance, and information obtained from management of the acquired companies. Critical estimates include, but are not limited to, the following:
Future revenue and profit margins;
Royalty rates;
Discount rates;
Customer retention rates;
Technology migration curves; and
Useful lives assigned to acquired intangible assets.
Acquired identifiable finite-lived intangible assets are amortized on a straight-line basis to marketing, general and administrative expense over their respective estimated useful lives.
Pension and Postretirement Benefits
The assumptions we use in determining projected benefit obligations and the fair value of plan assets for our defined benefit pension plans and other postretirement benefit plans are evaluated by management in consultation with outside actuaries. In the event that we determine that changes are warranted in the assumptions we use, such as the discount rate, expected long-term rate of return or health care costs, future pension and postretirement benefit expenses could increase or decrease. Due to changes in market conditions or participant population, the actuarial assumptions we use may differ from actual results, which could have a significant impact on our pension and postretirement liabilities and related costs.
Discount Rate
In consultation with our actuaries, we annually review and determine the discount rates to use in valuing our postretirement obligations. The assumed discount rates for our non-U.S. pension plans reflect market rates for high quality corporate bonds currently available. Our discount rates are determined by evaluating yield curves consisting of large populations of high quality corporate bonds. The projected pension benefit payment streams are then matched with the bond portfolios to determine a rate that reflects the liability duration unique to our pension and postretirement benefit plans. As of December 28, 2024, a 0.25% increase in the discount rates associated with our non-U.S. plans would have decreased our year-end projected benefit obligation by approximately $27 million and would not have a significant impact on expected periodic benefit cost for the coming year. Conversely, a 0.25% decrease in the discount rates associated with our non-U.S. plans would have increased our year-end projected benefit obligation by approximately $27 million and would not have a significant impact on expected periodic benefit cost for the coming year.
We use the full yield curve approach to estimate the service and interest cost components of net periodic benefit cost for our pension and other postretirement benefit plans. Using this approach, we apply multiple discount rates from a yield curve composed of the rates of return on several hundred high-quality, fixed income corporate bonds available at the measurement date. We believe this approach provides a more precise measurement of service and interest cost by aligning the timing of plan liability cash flows to the corresponding rates on the yield curve.
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Long-term Return on Plan Assets
We determine the long-term rate of return assumption for plan assets by reviewing the historical and expected returns of both the equity and fixed income markets, taking into account our asset allocation, the correlation between returns in our asset classes, and our mix of active and passive investments. Additionally, current market conditions, including interest rates, are evaluated and market data is reviewed for reasonableness and appropriateness. An increase or decrease of 0.25% on the long-term return on assets associated with our non-U.S. plans would have decreased or increased our expected periodic benefit cost for the coming year by approximately $2 million.
Taxes Based on Income
Because we are subject to income tax in the U.S. and multiple foreign jurisdictions, judgment is required in evaluating and estimating our worldwide provision for income taxes, accruals for taxes, deferred taxes and tax positions. Our provision for income taxes is determined using the asset and liability approach in accordance with GAAP. Under this approach, deferred tax assets represent amounts available to reduce income taxes payable in future years. These assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating losses and tax credit carryforwards. These amounts are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when the temporary differences reverse. We evaluate the realizability of these future tax deductions and credits by assessing the period over which recoverability is allowed by law and the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. Our assessment of these sources of income relies heavily on estimates. Our forecasted earnings by jurisdiction are determined by how we operate our business and any changes to our operations may affect our effective tax rate. For example, our future income tax rate could be adversely affected by earnings being lower than anticipated in jurisdictions in which we have significant deferred tax assets that are dependent on such earnings to be realized. We use our historical experience and operating forecasts to evaluate expected future taxable income. To the extent we do not consider it more-likely-than-not that a deferred tax asset will be recovered, a valuation allowance is established in the period we make that determination.
We calculate our current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed returns are recorded when identified.
Tax laws and regulations are complex and subject to different interpretations by taxpayers and governmental taxing authorities. We review our tax positions quarterly and adjust the balances if and as new information becomes available. Significant judgment is required in determining our tax expense and evaluating our tax positions, including evaluating uncertainties. Our estimate of the potential outcome of any uncertain tax issue is subject to our assessment of relevant facts and circumstances existing at the balance sheet date, taking into consideration existing laws, regulations and practices of the governmental taxing authorities exercising jurisdiction over our operations. We recognize and measure our uncertain tax positions following the more-likely-than-not threshold for recognition and measurement for tax positions we take or expect to take on a tax return.
Refer to Note 14, “Taxes Based on Income,” to the Consolidated Financial Statements for more information.
Long-Term Incentive Compensation
Valuation of Stock-Based Awards
We base our stock-based compensation expense on the fair value of awards, adjusted for estimated forfeitures, amortized on a straight-line basis over the requisite service period for stock options and restricted stock units (“RSUs”). We base compensation expense for performance units (“PUs”) on the fair value of awards, adjusted for estimated forfeitures, and amortized on a straight-line basis as these awards cliff-vest at the end of the requisite performance period. We base compensation expense related to market-leveraged stock units (“MSUs”) on the fair value of awards, adjusted for estimated forfeitures, and amortized on a graded-vesting basis over their respective performance periods.
Compensation expense for awards with a market condition as a performance objective, which includes PUs and MSUs, is not adjusted if the condition is not met, as long as the requisite service period is met.
We determine the fair value of RSUs and the component of PUs that is subject to the achievement of a performance objective based on a financial performance condition based on the fair market value of our common stock as of the date of the grant, adjusted for foregone dividends. Over the performance period of the PUs, the estimated number of shares of our common stock issuable upon vesting is adjusted upward or downward based on the probability of achieving the target performance objectives established for the award.
We determine the fair value of stock-based awards that are subject to achievement of performance objectives based on a market condition, which includes MSUs and the other component of PUs, using the Monte-Carlo simulation model, which utilizes multiple input variables, including expected stock price volatility and other assumptions appropriate for determining fair value, to estimate the probability of satisfying the respective target performance objectives established for the award.
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Forfeiture Rate
Changes in estimated forfeiture rates are recorded as cumulative adjustments in the period estimates are revised.
Certain of our assumptions are based on management’s estimates, in consultation with outside specialists. Significant changes in assumptions for future awards and actual forfeiture rates could materially impact our stock-based compensation expense and results of operations.
Valuation of Cash-Based Awards
Cash-based awards consist of long-term incentive units (“LTI Units”) granted to eligible employees. LTI Units are classified as liability awards and remeasured at each quarter-end over the applicable vesting or performance period. In addition to LTI Units with terms and conditions that mirror those of RSUs, we also grant certain employees LTI Units with terms and conditions similar to those of PUs and MSUs.
RECENT ACCOUNTING REQUIREMENTS
Refer to Note 1, “Summary of Significant Accounting Policies,” to the Consolidated Financial Statements for this information.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Risk Management
We are exposed to the impact of changes in foreign currency exchange rates and interest rates. We generally do not purchase or hold foreign currency or interest rate or commodity contracts for trading purposes.
Our objective in managing our exposure to foreign currency changes is to reduce the risk to our earnings and cash flow associated with foreign currency exchange rate changes. As a result, we enter into foreign 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. The gains and losses on these contracts are intended to offset changes in the related exposures. We do not hedge our foreign currency translation exposure in a manner that would entirely eliminate the effects of changes in foreign currency exchange rates on our net income.
Our objective in managing our exposure to interest rate changes is to reduce the impact of interest rate changes on earnings and cash flows. To achieve this objective, we may periodically use interest rate contracts to manage our exposure to interest rate changes.
Additionally, we enter into certain natural gas futures contracts to reduce the risks associated with natural gas we anticipate using in our manufacturing operations. These amounts are not material to our financial statements.
In the normal course of operations, we also face other risks that are either non-financial or non-quantifiable. These risks principally include changes in economic or political conditions, other risks associated with international operations, commodity price risk, and legal and compliance risk, which are not reflected in the analyses described below.
Foreign Exchange Value-At-Risk
We use a Value-At-Risk (“VAR”) model to determine the estimated maximum potential one-day loss in earnings associated with our foreign exchange positions and contracts. This approach assumes that market rates or prices for foreign exchange positions and contracts are normally distributed. VAR model estimates are made assuming normal market conditions. The model includes foreign exchange derivative contracts. Forecasted transactions, firm commitments, accounts receivable and accounts payable denominated in foreign currencies, which certain of these instruments are intended to hedge, are excluded from the model.
The VAR model is a risk analysis tool and does not represent actual losses in fair value that we could incur, nor does it consider the potential effect of favorable changes in market factors.
In both 2024 and 2023, the VAR was estimated using a variance-covariance methodology. The currency correlation was based on one-year historical data obtained from one of our domestic banks. A 95% confidence level was used for a one-day time horizon.
The estimated maximum potential one-day loss in earnings for our foreign exchange positions and contracts was not significant at year-end 2024 or 2023.
Interest Rate Sensitivity
An assumed 44 and 41 basis point increase in interest rates affecting our variable-rate borrowings (10% of our weighted average interest rate on floating rate debt) in 2024 and 2023, respectively, would not have had a significant impact on interest expense.
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial StatementsPage

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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Avery Dennison Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Avery Dennison Corporation and its subsidiaries (the “Company”) as of December 28, 2024 and December 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 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 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 28, 2024 and December 30, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 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 28, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition from Certain Product Revenue
As described in Notes 1 and 15 to the consolidated financial statements, revenue is recognized for an amount that reflects the consideration which is expected from the sale of products when the Company satisfies a performance obligation by transferring control of products to a customer. Management considers a number of factors in determining when control has been transferred to a customer, including the following: (i) the Company’s present right to payment; (ii) the customer’s legal title to the asset; (iii) physical possession of the asset; (iv) the customer’s significant risks and rewards of ownership of the asset; and (v) the customer’s acceptance of the asset. Control generally transfers to a customer upon shipment or delivery, depending on the specific terms of sale with the customer. The Company’s consolidated net sales were $8,755.7 million for the year ended December 28, 2024, of which a majority relates to certain product revenue in the Company’s Materials Group and Solutions Group reportable segments.
The principal consideration for our determination that performing procedures relating to revenue recognition from certain product revenue is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition from certain product revenue.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the recognition of certain product revenue for an amount 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 certain product revenue transactions, on a sample basis, by obtaining and inspecting source documents, such as purchase orders, invoices, contracts, proof of shipment or delivery, and subsequent payment receipts; (ii) 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 basis, outstanding customer invoice balances as of December 28, 2024 and, for confirmations not returned, obtaining and inspecting source documents, such as purchase orders, invoices, proof of shipment or delivery, and subsequent payment receipts.

/s/ PricewaterhouseCoopers LLP
Los Angeles, California
February 26, 2025
We have served as the Company’s auditor since at least 1960, which were the Company’s first financial statements subject to SEC reporting requirements. We have not been able to determine the specific year we began serving as auditor of the Company or a predecessor company.

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Consolidated Balance Sheets
(Dollars in millions, except per share amount)December 28, 2024December 30, 2023
Assets
Current assets:
Cash and cash equivalents$329.1 $215.0 
Trade accounts receivable, less allowances of $29.0 and $34.4 at year-end 2024 and 2023, respectively
1,466.2 1,414.9 
Inventories978.1 920.7 
Other current assets305.3 245.4 
Total current assets3,078.7 2,796.0 
Property, plant and equipment, net1,586.7 1,625.8 
Goodwill1,976.2 2,013.6 
Other intangibles resulting from business acquisitions, net755.3 849.1 
Deferred tax assets110.0 115.7 
Other assets897.3 809.6 
Total assets
$8,404.2 $8,209.8 
Liabilities and Shareholders’ Equity
Current liabilities:
Short-term borrowings and current portion of long-term debt and finance leases$592.3 $622.2 
Accounts payable1,340.7 1,277.1 
Accrued payroll and employee benefits288.9 213.4 
Accrued trade rebates157.9 142.4 
Income taxes payable74.7 57.6 
Other current liabilities408.1 386.8 
Total current liabilities2,862.6 2,699.5 
Long-term debt and finance leases2,559.9 2,622.1 
Long-term retirement benefits and other liabilities434.6 500.3 
Deferred tax liabilities and income taxes payable234.8 260.0 
Commitments and contingencies (see Notes 7 and 8)
Shareholders’ equity:
Common stock, $1 par value per share, authorized – 400,000,000 shares at year-end 2024 and 2023; issued – 124,126,624 shares at year-end 2024 and 2023; outstanding – 79,800,396 and 80,495,585 shares at year-end 2024 and 2023, respectively
124.1 124.1 
Capital in excess of par value840.6 854.5 
Retained earnings5,151.2 4,691.8 
Treasury stock at cost, 44,326,228 and 43,631,039 shares at year-end 2024 and 2023, respectively
(3,347.5)(3,134.4)
Accumulated other comprehensive loss(456.1)(408.1)
Total shareholders’ equity2,312.3 2,127.9 
Total liabilities and shareholders' equity
$8,404.2 $8,209.8 
See Notes to Consolidated Financial Statements
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Consolidated Statements of Income
(In millions, except per share amounts)202420232022
Net sales$8,755.7 $8,364.3 $9,039.3 
Cost of products sold6,225.0 6,086.8 6,635.1 
Gross profit2,530.7 2,277.5 2,404.2 
Marketing, general and administrative expense1,415.3 1,313.7 1,330.8 
Other expense (income), net71.6 180.9 (.6)
Interest expense117.0 119.0 84.1 
Other non-operating expense (income), net(26.7)(30.8)(9.4)
Income before taxes953.5 694.7 999.3 
Provision for income taxes248.6 191.7 242.2 
Net income$704.9 $503.0 $757.1 
Per share amounts:
Net income per common share$8.77 $6.23 $9.28 
Net income per common share, assuming dilution$8.73 $6.20 $9.21 
Weighted average number of shares outstanding:
Common shares80.4 80.7 81.6 
Common shares, assuming dilution80.7 81.1 82.2 
See Notes to Consolidated Financial Statements
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Consolidated Statements of Comprehensive Income
(In millions)202420232022
Net income$704.9 $503.0 $757.1 
Other comprehensive income (loss), net of tax:
Foreign currency translation:
Translation gain (loss)
(46.9)(14.6)(96.6)
Pension and other postretirement benefits: 
Net gain (loss) recognized from actuarial gain/loss and prior service cost/credit
(1.3)(25.2)6.3 
Reclassifications to net income.8 (1.0)2.8 
Cash flow hedges:
Gain (loss) recognized on cash flow hedges
(5.4)(7.0)4.9 
Reclassifications to net income2.8 3.7 1.5 
Fair value hedges:
Changes in excluded components of fair value hedges
2.0   
Other comprehensive income (loss), net of tax
(48.0)(44.1)(81.1)
Total comprehensive income, net of tax$656.9 $458.9 $676.0 
See Notes to Consolidated Financial Statements
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Consolidated Statements of Shareholders’ Equity
(Dollars in millions, except per share amounts)Common
stock, $1
par value
Capital in
excess
of
par value
Retained
earnings
Treasury
stock
Accumulated
other
comprehensive
loss
Total
Balance as of January 1, 2022$124.1 $862.3 $3,880.7 $(2,659.8)$(282.9)$1,924.4 
Net income— — 757.1 — — 757.1 
Other comprehensive income (loss), net of tax— — — — (81.1)(81.1)
Repurchase of 2,173,416 shares for treasury
— — — (379.5)— (379.5)
Issuance of 223,676 shares under stock-based compensation plans
— 17.0 (4.4)10.6 — 23.2 
Contribution of 153,803 shares to 401(k) plan
— — 20.1 6.9 — 27.0 
Dividends of $2.93 per share
— — (238.9)— — (238.9)
Balance as of December 31, 2022$124.1 $879.3 $4,414.6 $(3,021.8)$(364.0)$2,032.2 
Net income— — 503.0 — — 503.0 
Other comprehensive income (loss), net of tax— — — — (44.1)(44.1)
Repurchase of 780,721 shares for treasury
— — — (137.5)— (137.5)
Issuance of 297,885 shares under stock-based compensation plans
— (24.8)8.9 16.5 — .6 
Contribution of 168,404 shares to 401(k) plan
— — 22.0 8.4 — 30.4 
Dividends of $3.18 per share
— — (256.7)— — (256.7)
Balance as of December 30, 2023$124.1 $854.5 $4,691.8 $(3,134.4)$(408.1)$2,127.9 
Net income— — 704.9 — — 704.9 
Other comprehensive income (loss), net of tax— — — — (48.0)(48.0)
Repurchase of 1,184,780 shares for treasury
— — — (247.5)— (247.5)
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 
Dividends of $3.45 per share
— — (277.5)— — (277.5)
Balance as of December 28, 2024$124.1 $840.6 $5,151.2 $(3,347.5)$(456.1)$2,312.3 
See Notes to Consolidated Financial Statements
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Consolidated Statements of Cash Flows
(In millions)202420232022
Operating Activities
Net income$704.9 $503.0 $757.1 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation197.1 187.4 177.4 
Amortization115.1 111.0 113.3 
Provision for credit losses and sales returns47.4 49.9 50.1 
Stock-based compensation28.7 22.3 47.4 
Deferred taxes and other non-cash taxes(18.5)(24.4)18.4 
Other non-cash expense and loss (income and gain), net67.2 37.1 23.5 
Changes in assets and liabilities and other adjustments:
Trade accounts receivable(107.3)(16.7)(22.1)
Inventories(90.7)111.7 (140.7)
Accounts payable106.7 (87.6)68.2 
Taxes on income40.2 (18.7)18.9 
Other assets(48.0)37.7 15.3 
Other liabilities(104.0)(86.7)(165.8)
Net cash provided by operating activities938.8 826.0 961.0 
Investing Activities
Purchases of property, plant and equipment(208.8)(265.3)(278.1)
Purchases of software and other deferred charges(31.0)(19.8)(20.4)
Proceeds from company-owned life insurance policies
 48.1  
Purchases of Argentine Blue Chip Swap securities(34.2)  
Proceeds from sales of Argentine Blue Chip Swap securities24.0   
Proceeds from sales of property, plant and equipment.6 1.0 2.3 
Proceeds from insurance and sales (purchases) of investments, net10.1 1.9 1.9 
Proceeds from sale of venture investment
  1.1 
Payments for acquisitions, net of cash acquired, and venture investments(3.8)(224.9)(39.5)
Net cash used in investing activities(243.1)(459.0)(332.7)
Financing Activities
Net increase (decrease) in borrowings with maturities of three months or less(269.0)(36.6)34.6 
Additional long-term borrowings539.2 394.9  
Repayments of long-term debt and finance leases(308.1)(255.9)(6.3)
Dividends paid(277.5)(256.7)(238.9)
Share repurchases(247.5)(137.5)(379.5)
Net (tax withholding) proceeds related to stock-based compensation(8.4)(23.8)(25.1)
Other(4.8)(1.6) 
Net cash used in financing activities
(576.1)(317.2)(615.2)
Effect of foreign currency translation on cash balances(5.5)(2.0)(8.6)
Increase (decrease) in cash and cash equivalents114.1 47.8 4.5 
Cash and cash equivalents, beginning of year215.0 167.2 162.7 
Cash and cash equivalents, end of year$329.1 $215.0 $167.2 
See Notes to Consolidated Financial Statements
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Notes to Consolidated Financial Statements
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
We are a global materials science and digital identification solutions company. We are Making PossibleTM products and solutions that 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. We design and develop labeling and functional materials, radio-frequency identification ("RFID") inlays and tags, software applications that connect the physical and digital, and offerings that enhance branded packaging and carry or display information that improves the customer experience. We serve an array of industries worldwide, including home and personal care, apparel, general retail, e-commerce, logistics, food and grocery, pharmaceuticals and automotive.
Principles of Consolidation
Our Consolidated Financial Statements include the accounts of majority-owned and controlled subsidiaries. Intercompany accounts, transactions and profits are eliminated in consolidation.
Fiscal Year
Our fiscal years have generally consisted of 52 weeks, with every fifth or sixth fiscal year consisting of 53 weeks; our 2024, 2023 and 2022 fiscal years consisted of 52-week periods ending December 28, 2024, December 30, 2023 and December 31, 2022, respectively.
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.
Accounting Guidance Updates
Segment Disclosures
In the fourth quarter of 2024, we adopted guidance that requires additional disclosures about significant segment expenses. See Note 15, “Segment and Disaggregated Revenue Information,” for more information.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make estimates and assumptions for the reporting period and as of the date of our financial statements. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities, and the reported amounts of revenue and expense. As the effects of future events cannot be determined, actual results could differ significantly from these estimates.
Cash and Cash Equivalents
Cash and cash equivalents generally consist of cash on hand, deposits in banks, cash-in-transit, and bank drafts and short-term investments with maturities of three months or less when purchased or received. The carrying value of these assets approximates fair value due to the short maturity of these instruments.
Inventories
We state inventories at the lower of cost or net realizable value and categorize them as raw materials, work-in-progress or finished goods. Cost is determined using the first-in, first-out method. We record inventory that is damaged, obsolete, excess and slow-moving to cost of products sold and establish a lower cost basis for that inventory. Slow-moving inventory is reviewed by category and may be recognized partially or fully to cost of products sold depending on the type of product, level of usage and length of time the product has been included in inventory.
Trade Accounts Receivable
We record trade accounts receivable at the invoiced amount. Our allowances for credit losses reflect customer trade accounts receivable that are estimated to be partially or entirely uncollectible. These allowances are used to reduce gross trade receivables to their net realizable values. We record these allowances based on estimates related to the financial
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condition of customers; the aging of receivable balances; our historical collection experience; and current and expected future macroeconomic and market conditions.
Property, Plant and Equipment
We generally compute depreciation using the straight-line method over the estimated useful lives of the respective assets, ranging from ten to 45 years for buildings and improvements and three to 15 years for machinery and equipment. Leasehold improvements are depreciated over the shorter of the useful life of the asset and the term of the associated lease. We expense maintenance and repair costs as incurred; we capitalize renewals and improvements. Upon the sale or retirement of assets, the accounts are relieved of the cost and the related accumulated depreciation, with any resulting gain or loss included in net income.
Leases
Our leases primarily relate to office and warehouse space, machinery, transportation, and equipment for information technology. We determine if an arrangement is a lease or contains a lease at inception. For lease accounting purposes, we do not separate lease and nonlease components, nor do we record operating or finance lease assets and liabilities for short-term leases. We have options to renew or terminate some of our leases. We evaluate renewal and termination options at the lease commencement date and over the lease term to determine if we are reasonably certain to exercise these options. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date to determine the present value of lease payments. We recognize expense for operating leases on a straight-line basis over the lease term, with variable lease payments recognized in the periods in which they are incurred.
Software
We capitalize software costs incurred during the application development stage of software development, including costs incurred for design, coding, installation to hardware, testing, and upgrades and enhancements that provide the software or hardware with additional functionalities and capabilities. We expense software costs, including internal and external training costs and maintenance costs, incurred during the preliminary project stage and the post-implementation and/or operation stage. Capitalized software, which is included in “Other assets” in the Consolidated Balance Sheets, is amortized on a straight-line basis over the estimated useful life of the software, which is generally between five and ten years.
Cloud Computing Arrangements
We capitalize certain costs incurred during the application development stage of implementation under a hosting arrangement that is a service contract. 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
We primarily invest in privately held companies and utilize the measurement alternative for equity investments that do not have readily determinable fair values, measuring them at cost less impairment plus or minus observable price changes in an orderly transaction. Venture investments that are publicly traded companies are recorded at fair value using Level 1 inputs. The carrying value of our venture investments is included in “Other assets” in the Consolidated Balance Sheets.
See Note 9, “Fair Value Measurements,” for more information.
Impairment of Long-lived Assets
We record impairment charges when the carrying amounts of long-lived assets are determined not to be recoverable. We measure recoverability by comparing the undiscounted cash flows expected from the applicable asset or asset group’s use and eventual disposition to its carrying value. We calculate the amount of impairment loss as the excess of the carrying value over the fair value. Historically, changes in market conditions and management strategy have caused us to reassess the carrying amount of our long-lived assets.
Goodwill and Other Intangibles Resulting from Business Acquisitions
We account for business combinations using the acquisition method, with the excess of the acquisition cost over the fair value of acquired net tangible assets and identified intangible assets considered goodwill. As a result, we disclose goodwill separately from other intangible assets. Other identifiable intangibles include customer relationships, patented and other developed technology, and trade names and trademarks.
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We perform an annual impairment test of goodwill during the fourth quarter and, as necessary, if changes in facts and circumstances that indicate the fair value of a reporting unit may be less than its carrying value. Factors that may cause us to perform an impairment test outside of our annual assessment include significant underperformance of a business relative to expected operating results, significant adverse economic and industry trends, significant decline in our market capitalization for an extended period of time relative to net book value, or our decision to divest a portion of a reporting unit. In performing impairment tests, we have the option to first assess qualitative factors to determine whether it is necessary to perform a quantitative assessment for goodwill impairment. If the qualitative assessment indicates that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value, we perform a quantitative assessment. A quantitative assessment primarily uses the present value (discounted cash flow) method to determine the fair value of reporting units with goodwill.
We compare the fair value of each reporting unit to its carrying amount, and, to the extent the carrying amount exceeds the unit’s fair value, we recognize an impairment of goodwill for the excess up to the amount of goodwill of that reporting unit.
In consultation with outside specialists, we estimate the fair value of our reporting units using various valuation techniques, with the primary technique being a discounted cash flow analysis. A discounted cash flow analysis requires us to make various assumptions, including a reporting unit's respective forecasted sales, operating margins and growth rates, as well as discount rates. Our assumptions about discount rates are based on the weighted average cost of capital for comparable companies. Our assumptions about sales, operating margins and growth rates are based on our forecasts, business plans, economic projections, anticipated future cash flows, and marketplace data. We also make assumptions for varying perpetual growth rates for periods beyond our long-term business plan period. We base our fair value estimates on projected financial information and assumptions that we believe are reasonable. However, actual future results may differ materially from these estimates and projections. The valuation methodology we use to estimate the fair value of reporting units requires inputs and assumptions that reflect current market conditions, as well as the impact of planned business and operational strategies that require management judgment. The estimated fair value could increase or decrease depending on changes in the inputs and assumptions.
We test indefinite-lived intangible assets, consisting of trade names and trademarks, for impairment in the fourth quarter or whenever events or circumstances indicate that it is more-likely-than-not that their carrying amounts exceed their fair values. In performing the impairment tests, we have the option first to assess qualitative factors to determine whether it is necessary to perform a quantitative assessment for indefinite-lived intangible asset impairment. If we decide not to perform a qualitative assessment, or if the qualitative assessment indicates that it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is less than its carrying value, we perform a quantitative assessment. Fair value is estimated as the discounted value of future revenues using a royalty rate that a third party would pay to use the asset. Variation in the royalty rates could impact our estimate of fair value. If the carrying amount of an asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
We amortize finite-lived intangible assets, consisting of customer relationships, patented and other developed technology, trade names and trademarks, and other intangibles, on a straight-line basis over their estimated useful lives.
See Note 3, “Goodwill and Other Intangibles Resulting from Business Acquisitions,” for more information.
Foreign Currency
We translate asset and liability accounts of international operations into U.S. dollars at current rates. Revenues and expenses are translated at the weighted average currency rate for the fiscal year. We record gains and losses resulting from hedging the value of investments in certain international operations and from the translation of balance sheet accounts directly as a component of other comprehensive income.
We account for our operations in Argentina as highly inflationary because the country’s three-year cumulative inflation rate exceeds 100%. As a result, the functional currency of our Argentine subsidiary is the U.S. dollar.
Financial Instruments
We enter into foreign currency exchange derivative contracts to reduce our risk from exchange rate fluctuations associated with receivables, payables, loans and firm commitments denominated in certain foreign currencies that arise primarily as a result of our operations outside the U.S. From time to time, we enter into interest rate contracts to help manage our exposure to certain interest rate fluctuations. We also enter into futures contracts to hedge certain price fluctuations for a portion of our anticipated domestic purchases of natural gas. The maximum length of time for which we hedge our exposure to the variability in future cash flows is 36 months for forecasted foreign currency exchange and commodity transactions and 10 years for cross-currency swap transactions.
On the date we enter into a derivative contract, we determine whether the derivative will be designated as a hedge. Other derivatives not designated as hedges are recorded at fair value, with changes in fair value recognized in earnings. Our policy is not to purchase or hold any foreign currency, interest rate or commodity contracts for trading purposes.
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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. For derivative instruments that are designated and qualify as cash flow hedges, the entire gain or loss on the derivative is reported as a component of “Accumulated other comprehensive loss” and reclassified into earnings in the same period(s) during which the hedged transaction impacts earnings. Gains and losses on these derivatives, representing hedge components excluded from the assessment of effectiveness, are recognized in current earnings.
Net investment hedges - Hedges of the currency exposure related to a net investment in a foreign operation. The gain or loss from the derivative financial instrument is recognized as foreign currency translation in "Accumulated other comprehensive loss" until the hedged net investment is either sold or substantially liquidated. Hedge effectiveness is based on the spot method, with no ineffectiveness expected over the duration of the hedging relationship. Excluded components are not included in the effectiveness assessment, recorded in a systematic and rational basis over the term of the contracts and recorded to “Marketing, general and administrative expense” in the Consolidated Statements of Income.
We assess, both at the inception of any hedge and on an ongoing basis, whether our hedges are highly effective. If we determine that a hedge is not highly effective, we prospectively discontinue hedge accounting. For cash flow hedges, we record gains and losses as components of other comprehensive income and reclassify them into earnings in the same period during which the hedged transaction affects earnings. In the event that the anticipated transaction is no longer highly probable to occur, we recognize the change in fair value of the hedging instrument in current period earnings. We recognize changes in fair value hedges in current period earnings. We also recognize changes in the fair value of underlying hedged items (such as recognized assets or liabilities) in current period earnings and offset the changes in the fair value of the derivative.
In the Consolidated Statements of Cash Flows, hedges are classified in the same category as the hedged item.
See Note 5, “Financial Instruments,” for more information.
Fair Value Measurements
We define fair value as the price that would be received from selling an asset or paid for transferring a liability in an orderly transaction between market participants at the measurement date. In determining fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability.
We determine fair value based on a three-tier fair value hierarchy, which we use to prioritize the inputs used in measuring fair value. These tiers consist of Level 1, which are observable inputs such as quoted prices in active markets; Level 2, which are inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, which are unobservable inputs for which little or no market data exists, requiring us to develop our own assumptions to determine the best estimate of fair value.
Revenue Recognition
Substantially all of our revenue is derived from the sale of products. Our Materials Group reportable segment sells pressure-sensitive label materials, films, performance tapes and fasteners. Our Solutions Group reportable segment sells a wide variety of branding and information solutions-oriented products, such as tickets, tags, labels (including RFID inlays), as well as related equipment, services and supplies, that provide our customers with solutions to optimize branding and engagement with their consumers and enable item visibility and traceability. We recognize revenue for an amount that reflects the consideration which we expect from the sale of our products when we satisfy a performance obligation by transferring control of our products to a customer. We consider a number of factors in determining when we have transferred control to a customer, including the following: (i) our present right to payment; (ii) the customer’s legal title to the asset; (iii) physical possession of the asset; (iv) the customer’s significant risks and rewards of ownership of the asset; and (v) the customer’s acceptance of the asset. Generally, there are no substantive differences in revenue recognition considerations among our various products. Control generally transfers to a customer upon shipment or delivery, depending on the specific terms of sale with the customer.
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Our payment terms with customers are generally consistent with those used in the industries and regions in which we operate.
We accept sales returns in certain limited circumstances. We record a liability for estimated returns and a corresponding reduction to sales in the amount we expect to repay or credit customers, which we base on historical returns and outstanding customer claims. We update our estimates each reporting period.
Sales rebates, discounts and other customer concessions represent variable consideration and are common in the industries and regions in which we operate, which we account for as a reduction to sales based on estimates at the time at which products are sold. We base these estimates on our historical experience, as well as current information such as sales forecasts. We regularly review our estimates and adjust the revenue recognized from sales as necessary as additional information becomes available.
We exclude sales tax, value-added tax and other taxes we collect from customers from sales. We account for shipping and handling activities after control of a product is transferred to a customer as fulfillment costs and not as separate performance obligations. As a practical expedient, we have elected not to disclose the value of unsatisfied performance obligations for contracts with an expected length of less than one year. We generally expense sales commissions when incurred because their expected amortization period is one year or less. We record these costs in “Marketing, general and administrative expense” in the Consolidated Statements of Income.
Research and Development
Research and development costs are related to research, design and testing of new products and applications, which we expense as incurred.
Long-Term Incentive Compensation
No long-term incentive compensation expense was capitalized in 2024, 2023 or 2022.
Valuation of Stock-Based Awards
We base our stock-based compensation expense on the fair value of awards, adjusted for estimated forfeitures, amortized on a straight-line basis over the requisite service period for stock options and restricted stock units (“RSUs”). We base compensation expense for performance units (“PUs”) on the fair value of awards, adjusted for estimated forfeitures, and amortized on a straight-line basis as these awards cliff-vest at the end of the requisite service period. We base compensation expense related to market-leveraged stock units (“MSUs”) on the fair value of awards, adjusted for estimated forfeitures, and amortized on a graded-vesting basis over their respective performance periods.
Compensation expense for awards with a market condition as a performance objective, which includes MSUs and a component of PUs, is not adjusted if the condition is not met, as long as the requisite service period is met.
We estimate the fair value of stock options as of the date of grant using the Black-Scholes option-pricing model. This model requires input assumptions for our expected dividend yield, expected stock price volatility, risk-free interest rate and expected option term.
We determine the fair value of RSUs and the component of PUs that is subject to the achievement of a performance objective using a financial performance condition based on the fair market value of our common stock as of the date of grant, adjusted for foregone dividends. Over the performance period of the PUs, the estimated number of shares of our common stock issuable upon vesting is adjusted upward or downward from the target shares at the time of grant based on the probability of the performance objectives established for the award being achieved.
We determine the fair value of stock-based awards that are subject to the achievement of performance objectives based on a market condition, which includes MSUs and the other component of PUs, using the Monte-Carlo simulation method, which utilizes multiple input variables, including expected stock price volatility and other assumptions appropriate for determining fair value, to estimate the probability of satisfying the performance objectives established for the award.
Certain of these assumptions are based on management’s estimates, in consultation with outside specialists. Significant changes in assumptions for future awards and actual forfeiture rates could materially impact stock-based compensation expense and our results of operations.
Valuation of Cash-Based Awards
Cash-based awards consist of long-term incentive units (“LTI Units”) granted to eligible employees. We classify LTI Units as liability awards and remeasure them at each quarter-end over the applicable vesting or performance period. In addition to LTI Units with terms and conditions that mirror those of RSUs, we also grant certain employees LTI Units with terms and conditions that mirror those of PUs and MSUs.
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Forfeitures
We estimate expected forfeitures in determining the compensation cost to be recognized each period, rather than accounting for forfeitures as they occur. We record changes in estimated forfeiture rates as cumulative adjustments in the period estimates are revised.
See Note 12, “Long-term Incentive Compensation,” for more information.
Taxes Based on Income
Because we are subject to income tax in the U.S. and multiple foreign jurisdictions, judgment is required in evaluating and estimating our worldwide provision for income taxes, accruals for taxes, deferred taxes and tax positions. Our provision for income taxes is determined using the asset and liability approach in accordance with GAAP. Under this approach, deferred taxes represent the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities. We record a valuation allowance to reduce our deferred tax assets when uncertainty regarding their realizability exists. We recognize and measure our uncertain tax positions following the more-likely-than-not threshold for recognition and measurement for tax positions we take or expect to take on a tax return.
See Note 14, “Taxes Based on Income,” for more information.
Recent Accounting Requirements
In November 2024, the FASB issued guidance expanding the disclosure requirements for certain expenses in notes to consolidated financial statements. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently assessing the impact of adopting this guidance on our financial statement disclosures.
NOTE 2. BUSINESS ACQUISITIONS
2023 Business Acquisitions
On November 23, 2023, we completed our business acquisition of Silver Crystal Group ("Silver Crystal"), a Canada-based provider of sports apparel customization and application solutions across in-venue, direct-to-business and e-commerce platforms. On May 22, 2023, we completed our business acquisition of LG Group, Inc. ("Lion Brothers"), a Maryland-based designer and manufacturer of apparel brand embellishments. On March 6, 2023, we completed our business acquisition of Thermopatch, Inc. ("Thermopatch"), a New York-based manufacturer specializing in labeling, embellishments and transfers for the sports, industrial laundry, workwear and hospitality industries. These acquisitions expanded the product portfolio in our Solutions Group reportable segment.
The acquisitions of Silver Crystal, Lion Brothers and Thermopatch are referred to collectively as the "2023 Acquisitions."
The aggregate purchase consideration, including purchase consideration payable, for the 2023 Acquisitions was approximately $231 million. We funded the 2023 Acquisitions using cash and commercial paper borrowings. In addition to the cash paid at closing, the sellers in one of these acquisitions are eligible for earn-out payments of up to $5 million, subject to the acquired company achieving certain post-acquisition performance targets. As of the acquisition date, we included an estimate of the fair value of these earn-out payments in the aggregate purchase consideration.
The 2023 Acquisitions were not material, individually or in the aggregate, to the Consolidated Financial Statements.
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. These acquisitions expanded the product portfolio in our Solutions Group reportable segment. 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. We funded the 2022 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 $30 million, subject to the acquired company achieving certain post-acquisition performance targets. As of the acquisition date, we included an estimate of the fair value of these earn-out payments in the aggregate purchase consideration.
The 2022 Acquisitions were not material, individually or in the aggregate, to the Consolidated Financial Statements.
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NOTE 3. GOODWILL AND OTHER INTANGIBLES RESULTING FROM BUSINESS ACQUISITIONS
Goodwill
Results from our annual goodwill impairment test in the fourth quarter of 2024 indicated that no impairment occurred during 2024. The assumptions used in our assessment were primarily based on Level 3 inputs.
Changes in the net carrying amount of goodwill for 2024 and 2023 by reportable segment are shown below.
(In millions)Materials GroupSolutions GroupTotal
Goodwill as of December 31, 2022
$618.7 $1,243.7 $1,862.4 
Acquisitions(1)
 135.0 135.0 
Translation adjustments12.0 4.2 16.2 
Goodwill as of December 30, 2023
630.7 1,382.9 2,013.6 
Acquisition adjustments(2)
 (2.7)(2.7)
Translation adjustments(24.6)(10.1)(34.7)
Goodwill as of December 28, 2024
$606.1 $1,370.1 $1,976.2 
(1)Goodwill acquired related to the 2023 Acquisitions. We expect substantially all of the recognized goodwill related to the 2023 Acquisitions not to be deductible for income tax purposes.
(2)Measurement period adjustments related to the finalization of the purchase price allocation for our 2023 Acquisitions.
The carrying amounts of goodwill at December 28, 2024 and December 30, 2023 were net of accumulated impairment losses of $820 million recognized in fiscal year 2009 by our Solutions Group reportable segment.
Indefinite-Lived Intangible Assets
Results from our annual indefinite-lived intangible assets impairment test in the fourth quarter indicated that no impairment occurred in 2024. The carrying value of indefinite-lived intangible assets resulting from business acquisitions, consisting of trade names and trademarks, was $154.5 million and $155.3 million at December 28, 2024 and December 30, 2023, respectively.
Finite-Lived Intangible Assets
In connection with the 2023 Acquisitions, we acquired approximately $94 million of identifiable finite-lived intangible assets, which consisted of customer relationships, patented and other developed technology, and trade names and trademarks. We utilized the income approach to estimate the fair value of acquired identifiable intangibles, primarily using Level 3 inputs. We applied significant judgment in determining the fair value of intangible assets, which included our estimates and assumptions with respect to estimated future revenue and related profit margins, customer retention rates, technology migration curves, royalty rates, discount rates and economic lives assigned to the acquired intangible assets.
The table below summarizes the amounts and weighted average useful lives of the intangible assets associated with the 2023 Acquisitions as of their respective acquisition dates.
Amount
(in millions)
Weighted average
amortization
period
(in years)
Customer relationships$68.8 11
Patented and other developed technology22.2 7
Trade names and trademarks3.0 6
Refer to Note 2, “Business Acquisitions,” for more information.
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The table below sets forth our finite-lived intangible assets resulting from business acquisitions at December 28, 2024 and December 30, 2023, which continue to be amortized.
20242023
(In millions)Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Customer relationships$916.0 $438.5 $477.5 $922.5 $383.7 $538.8 
Patented and other developed technology275.2 156.8 118.4 278.3 130.2 148.1 
Trade names and trademarks17.1 12.8 4.3 17.4 11.7 5.7 
Other intangibles3.2 2.6 .6 3.2 2.0 1.2 
Total$1,211.5 $610.7 $600.8 $1,221.4 $527.6 $693.8 
Amortization expense for finite-lived intangible assets resulting from business acquisitions was $89.4 million for 2024, $86.3 million for 2023 and $81.8 million for 2022.
We expect estimated amortization expense for finite-lived intangible assets resulting from business acquisitions for each of the next five fiscal years and thereafter to be as follows:
(In millions)Estimated
Amortization
Expense
2025$88.2 
202685.4 
202785.0 
202877.2 
202961.8 
2030 and thereafter
203.2 
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NOTE 4. DEBT
Short-Term Borrowings
We had no outstanding borrowings from U.S. commercial paper as of December 28, 2024 and $112 million of outstanding borrowings from U.S. commercial paper issuances as of December 30, 2023 with a weighted average interest rate of 5.54%.
We have a Euro-Commercial Paper Program under which we may issue unsecured commercial paper notes up to a maximum aggregate amount outstanding of $500 million. Proceeds from issuances under this program may be used for general corporate purposes. The maturities of the notes vary, but may not exceed 364 days from the date of issuance. Our payment obligations with respect to any notes issued under this program are backed by our revolving credit facility (the “Revolver”). There are no financial covenants under this program. We had no outstanding balance as of December 28, 2024 and $199.2 million outstanding under this program as of December 30, 2023 with a weighted average interest rate of 4.13%.
Short-Term Credit Facilities
In June 2024, we entered into a Credit Agreement (the "Credit Agreement") related to the Revolver to borrow up to an aggregate of $1.2 billion through its maturity date of June 26, 2029. The Revolver refinanced the prior revolving credit facility under the Fifth Amended and Restated Credit Agreement dated as of February 13, 2020, as amended. Pursuant to the Credit Agreement, the commitments under the Revolver may be increased by up to $600 million, subject to lender approvals and customary requirements. Under certain circumstances, we may request that the commitments under the Revolver be extended for one-year periods in accordance with the terms and conditions of the Credit Agreement. We use the Revolver as a back-up facility for our commercial paper program and for other corporate purposes.
No balance was outstanding under the Revolver as of December 28, 2024 or our prior revolving credit facility as of December 30, 2023. Commitment fees associated with revolving credit facilities in 2024, 2023 and 2022 were $1.5 million, $1.2 million and $0.9 million, respectively.
In addition to the Revolver, we have short-term lines of credit available in various countries of approximately $261 million in the aggregate at December 28, 2024. These lines may be cancelled at any time by us or the issuing banks. Borrowings under our short-term lines of credit were not material as of December 28, 2024 and December 30, 2023.
From time to time, we provide guarantees on certain arrangements with banks. Our exposure to these guarantees is not material.
Long-Term Borrowings
In November 2024, we issued €500 million of senior notes, due November 4, 2034, which bear an interest rate of 3.750% per year, payable annually in arrears. Our net proceeds from this issuance, after deducting underwriting discounts and offering expenses, were approximately €495 million ($539 million), which we intend to use to repay our €500 million of senior notes maturing in March 2025 and for general corporate purposes.
In August 2024, we repaid our $300 million of senior notes at maturity using cash flows from operations and commercial paper borrowings.
During 2024, we reclassified our $5 million of medium-term notes due in the third quarter of 2025, $25 million of medium-term notes due in the second quarter of 2025 and €500 million of senior notes due in the first quarter of 2025 from "Long-term debt and finance leases" to "Short-term borrowings and current portion of long-term debt and finance leases" in the Consolidated Balance Sheets.
In March 2023, we issued $400 million of senior notes, due March 15, 2033, which bear an interest rate of 5.750% per year, payable semiannually in arrears. Our net proceeds from this issuance, after deducting underwriting discounts and offering expenses, were $394.9 million, which we used to repay indebtedness under our commercial paper programs and our $250 million of senior notes that matured on April 15, 2023.
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Our long-term debt, and related interest rates, at year-end 2024 and 2023 is shown below.
(In millions)20242023
Long-term debt
Medium-term notes:
Series 1995 due 2025
$30.0 $30.0 
Long-term notes:
Senior notes due 2024 at 0.85%
 299.6 
Senior notes due 2025 at 1.25%(1)
521.1 552.6 
Senior notes due 2028 at 4.875%
497.4 496.7 
Senior notes due 2030 at 2.650%
496.7 496.1 
Senior notes due 2032 at 2.25%
495.7 495.1 
Senior notes due 2033 at 6.0%
149.3 149.2 
Senior notes due 2033 at 5.75%
395.8 395.3 
Senior notes due 2034 at 3.75%(1)
515.9  
Less amount classified as current(551.1)(299.6)
Total long-term debt(2)
$2,550.8 $2,615.0 
(1) These senior notes are euro-denominated. The senior notes due in 2025 and 2034 each have a face value of €500 million.
(2) Included unamortized debt issuance costs and debt discounts of $12.6 million and $7.9 million, respectively, as of year-end 2024 and $11.3 million and $7.4 million, respectively, as of year-end 2023.
At year-end 2024 and 2023, our medium-term notes had accrued interest at a weighted average fixed rate of 7.5%.
We expect maturities of our long-term debt for each of the next five fiscal years and thereafter to be as follows:
Year(In millions)
2025$551.2 
2026 
2027 
2028500.0 
2029 
2030 and thereafter2,071.2 
Refer to Note 7, “Commitments and Leases,” for information related to finance leases.
Other
The Revolver contains a financial covenant requiring that we maintain a specified ratio of total debt minus unrestricted cash and cash equivalents in excess of $50 million to a certain measure of income. As of December 28, 2024 and December 30, 2023, we were in compliance with this financial covenant.
Our total interest costs in 2024, 2023 and 2022 were $124.0 million, $126.5 million and $89.8 million, respectively, of which $7.0 million, $7.5 million and $5.7 million, respectively, was capitalized as part of the cost of property, plant and equipment, capitalized software and capitalized implementation costs associated with cloud computing arrangements.
The estimated fair value of our long-term debt is primarily based on the credit spread above U.S. Treasury securities or euro government bond securities, as applicable, on notes with similar rates, credit ratings and remaining maturities. The fair value of short-term borrowings, which includes commercial paper issuances and short-term lines of credit, approximates their carrying value given their short duration. The fair value of our total debt was $3.01 billion at December 28, 2024 and $3.11 billion at December 30, 2023. Fair value amounts were determined based primarily on Level 2 inputs. Refer to Note 1, “Summary of Significant Accounting Policies,” for more information.
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NOTE 5. FINANCIAL INSTRUMENTS
We use various derivative financial instruments to manage risks in foreign currency exchange rates, commodity prices and interest rates. We recognize derivative financial instruments as either assets or liabilities at fair value in the Consolidated Balance Sheets.
Fair Value Hedges
During 2024, we entered into foreign currency forward contracts to hedge a portion of our €500 million of senior notes due in the first quarter of 2025 and €500 million of senior notes due in the fourth quarter of 2034 to offset changes in the fair value of the hedged item attributable to foreign currency risk. The foreign currency forward contracts hedging our €500 million of senior notes due in the fourth quarter of 2034 have a maturity date of December 2025.
Cash Flow Hedges
During 2020, we entered into U.S. dollar to euro cross-currency swap contracts with a total notional amount of $250 million to effectively convert our fixed-rate U.S. dollar-denominated debt into euro-denominated debt, including semiannual interest payments and the payment of principal at maturity. During the term of the contract, which ends on April 30, 2030, we pay fixed-rate interest in euros and receive fixed-rate interest in U.S. dollars.
We designate commodity forward contracts on forecasted purchases of commodities as cash flow hedges.
During 2024, we entered into interest rate forward-starting swap contracts that we designated as cash flow hedges that were terminated upon the issuance of our €500 million of senior notes due in the fourth quarter of 2034. The resulting gain will be amortized to interest expense over the term of the hedged fixed-rate interest payments.
Net Investment Hedges
During 2024, we entered into foreign currency forward contracts and zero-cost collars, combining each pair as net investment hedges for accounting purposes. The objective of the hedging activity is to minimize the effect of foreign currency exchange rates on our net investment in certain foreign operations between the sold put strike and the purchased call strike rates of the contracts. The notional amount of these hedges are approximately €420 million and €500 million with maturity dates in March 2025 and December 2025, respectively.
Other Derivatives
Our outstanding foreign currency exchange contracts as of December 28, 2024 were recorded in various currencies, primarily the U.S. dollar, Canadian dollar, euro, Chinese renminbi, British pound sterling and Hong Kong dollar. For other derivative instruments not designated as hedging instruments, the gain or loss is recognized in current earnings.
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Derivative Financial Statement Impacts
The following table shows the fair value and balance sheet locations of other derivatives as of December 28, 2024 and December 30, 2023:
(In millions)Notional Amount
Other Current Assets
Other Non-Current Assets
Other Current Liabilities
Other Non-Current Liabilities
Type of Hedge
December 28, 2024
Derivatives designated as hedges:
Foreign currency forward contracts
$958.9 $.2 $ $36.7 $ Fair value
Cross-currency swap contracts
250.0  10.9   Cash flow
Commodity contracts2.9 .4  .4  Cash flow
Foreign currency forward contracts with collars
958.9 17.8  .2  Net investment
Total$18.4 $10.9 $37.3 $ 
Derivatives not designated as hedges:
Foreign currency exchange contracts$1,741.8 $11.9 $ $4.2 $ 
December 30, 2023
Derivatives designated as hedges:
Cross-currency swap contracts$250.0 $ $2.3 $ $ Cash flow
Commodity contracts5.8   1.4 .2 Cash flow
Total$ $2.3 $1.4 $.2 
Derivatives not designated as hedges:
Foreign currency exchange contracts
$1,336.6 $6.3 $ $6.0 $ 
The following tables show the components of the net gains (losses) recognized in income related to derivative instruments:
(In millions)202420232022
Gain (loss) on derivatives designated as fair value hedges:
Foreign currency forward contracts - Marketing, general and administrative expense
$(36.4)$ $ 
The impact of the hedged items associated with the derivative in the table above are recorded to the same income statement line as the derivative instrument. The net gains (losses) recognized in income related to our cross-currency swap contracts and commodity contracts were not material in 2024, 2023 or 2022.
The gain recognized in translation for the net investment hedges was approximately $15 million for the year ended December 28, 2024.
The following table shows the components of the net gains (losses) recognized in income related to the derivative instruments not designated as hedges:
(In millions)
Statements of Income Location
202420232022
Foreign currency exchange contracts
Cost of products sold$3.2 $3.4 $5.6 
Foreign currency exchange contracts
Marketing, general and administrative expense(15.2)5.5 (4.3)
$(12.0)$8.9 $1.3 

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NOTE 6. PENSION AND OTHER POSTRETIREMENT BENEFITS
Defined Benefit Plans
We sponsor a number of defined benefit plans, the accrual of benefits under some of which has been frozen, covering eligible employees in the U.S. and certain other countries. Benefits payable to an employee are based primarily on years of service and the employee’s compensation during the course of his or her employment with our company.
We are also obligated to pay unfunded termination indemnity benefits to certain employees outside the U.S., which are subject to applicable agreements, laws and regulations. No costs related to these benefits have been included in the disclosures below because they have not been significant.
Plan Assets
Assets in our non-U.S. plans are invested in accordance with locally accepted practices and primarily include equity securities, fixed income securities, insurance contracts and cash. Asset allocations and investments vary by country and plan. Our target plan asset investment allocation for our non-U.S. plans in the aggregate is approximately 25% in equity securities, 61% in fixed income securities and cash, and 14% in insurance contracts and other investments, subject to periodic fluctuations among these asset classes.
Fair Value Measurements
The valuation methodologies we use for assets measured at fair value are described below.
Cash is valued at nominal value. Cash equivalents and mutual funds are valued at fair value as determined by quoted market prices, based upon the net asset value (“NAV”) of shares held at year-end. Pooled funds are structured as collective trusts, not publicly traded and valued by calculating NAV per unit based on the NAV of the underlying funds/trusts as a practical expedient for the fair value of the pooled funds. The pooled funds are categorized by the investment strategy, which is primarily equity and fixed income securities. The pooled funds categorized as other investments are primarily investments in real estate funds. Insurance contracts are valued at book value, which approximates fair value and is calculated using the prior-year balance plus or minus investment returns and changes in cash flows.
These methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While we believe these valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
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The following table sets forth, by level within the fair value hierarchy (as applicable), non-U.S. plan assets at fair value:
Fair Value Measurements Using
(In millions)TotalQuoted
Prices
in Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Other
Unobservable
Inputs
(Level 3)
2024
Cash$2.1 $2.1 $ $ 
Insurance contracts39.0   39.0 
Pooled funds – real estate investment trusts5.3   5.3 
Pooled funds – fixed income securities(1)
381.0 
Pooled funds – equity securities(1)
174.2 
Pooled funds – other investments(1)
57.9 
Total non-U.S. plan assets at fair value
$659.5 
2023 
Cash$1.3 $1.3 $ $ 
Insurance contracts42.6   42.6 
Pooled funds – real estate investment trusts6.4   6.4 
Pooled funds – fixed income securities(1)
389.8 
Pooled funds – equity securities(1)
169.4 
Pooled funds – other investments(1)
53.7 
Total non-U.S. plan assets at fair value
$663.2 
(1) Pooled funds that are measured at fair value using the NAV per unit (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table reconcile to total non-U.S. plan assets.
The following table presents a reconciliation of Level 3 non-U.S. plan asset activity during 2024 and 2023:
Level 3 Assets
(In millions)Insurance ContractsPooled Funds –
Real Estate
Investment Trusts
Total
Balance at December 31, 2022
$37.1 $8.3 $45.4 
Net realized and unrealized gain (loss)1.3 (2.3)(1.0)
Purchases3.5  3.5 
Settlements(2.8) (2.8)
Acquisition
1.1  1.1 
Impact of changes in foreign currency exchange rates2.4 .4 2.8 
Balance at December 30, 2023
42.6 6.4 49.0 
Net realized and unrealized gain (loss)1.1 (1.0).1 
Purchases3.7  3.7 
Settlements(5.8) (5.8)
Impact of changes in foreign currency exchange rates(2.6)(.1)(2.7)
Balance at December 28, 2024
$39.0 $5.3 $44.3 
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Plan Assumptions
Discount Rate
In consultation with our actuaries, we annually review and determine the discount rates used to value our pension and other postretirement obligations. The assumed discount rate for each pension plan reflects market rates for high quality corporate bonds currently available. Our discount rate is determined by evaluating yield curves consisting of large populations of high quality corporate bonds. The projected pension benefit payment streams are then matched with bond portfolios to determine a rate that reflects the liability duration unique to our plans.
We use the full yield curve approach to estimate the service and interest cost components of net periodic benefit cost for our pension and other postretirement benefit plans. Under this approach, we apply multiple discount rates from a yield curve composed of the rates of return on several hundred high-quality, fixed income corporate bonds available at the measurement date. We believe that this approach provides a more precise measurement of service and interest cost by aligning the timing of a plan’s liability cash flows to its corresponding rates on the yield curve.
Long-term Return on Assets
We determine the long-term rate of return assumption for plan assets by reviewing the historical and expected returns of both the equity and fixed income markets, taking into account our asset allocation, the correlation between returns in our asset classes, and our mix of active and passive investments. Additionally, we evaluate current market conditions, including interest rates, and review market data for reasonableness and appropriateness.
Measurement Date
We measure the actuarial value of our benefit obligations and plan assets using the calendar month-end closest to our fiscal year-end and adjust for any contributions or other significant events between the measurement date and our fiscal year-end.
Plan Balance Sheet Reconciliations
The following table provides a reconciliation of benefit obligations, plan assets, funded status of the plans and accumulated other comprehensive loss for our defined benefit plans:
Plan Benefit Obligations
Pension Benefits
20242023
(In millions)U.S.
Non-U.S.
U.S.
Non-U.S.
Change in projected benefit obligations
Projected benefit obligations at beginning of year$49.3 $679.9 $51.8 $586.9 
Service cost 13.8  10.5 
Interest cost2.2 24.1 2.4 24.7 
Participant contributions
 4.7  4.5 
Amendments 5.1  (.1)
Actuarial (gain) loss(.5)2.8 1.4 51.3 
Acquisition
   1.2 
Benefits paid(6.4)(24.5)(6.3)(25.3)
Settlements (6.0) (.6)
Foreign currency translation (35.5) 26.8 
Projected benefit obligations at end of year$44.6 $664.4 $49.3 $679.9 
Accumulated benefit obligations at end of year$44.6 $608.0 $49.3 $628.7 
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Plan Assets
Pension Benefits
20242023
(In millions)U.S.
Non-U.S.
U.S.Non-U.S.
Change in plan assets
Plan assets at beginning of year$ $663.2 $ $585.3 
Actual return on plan assets 41.6  54.6 
Acquisition
   1.1 
Employer contributions6.4 15.5 6.3 17.2 
Participant contributions 4.7  4.5 
Benefits paid(6.4)(24.5)(6.3)(25.3)
Settlements (6.0) (.6)
Foreign currency translation (35.0) 26.4 
Plan assets at end of year$ $659.5 $ $663.2 
Funded Status
Pension Benefits
20242023
(In millions)U.S.
Non-U.S.
U.S.
Non-U.S.
Funded status of the plans
Other assets$ $84.7 $ $67.8 
Other accrued liabilities(6.1)(3.2)(6.1)(.2)
Long-term retirement benefits and other liabilities(1)
(38.5)(86.4)(43.2)(84.3)
Plan assets less than benefit obligations$(44.6)$(4.9)$(49.3)$(16.7)
(1) In accordance with our funding strategy, we have the option to fund certain of our U.S. liabilities with proceeds from our company-owned life insurance policies.
Pension Benefits
20242023
U.S.
Non-U.S.
U.S.
Non-U.S.
Weighted average assumptions used to determine year-end benefit obligations
Discount rate5.43 %3.95 %4.86 %3.78 %
Compensation rate increase 2.80  2.73 
For U.S. and non-U.S. plans combined, the projected benefit obligations and fair values of plan assets for pension plans with projected benefit obligations in excess of plan assets were $290 million and $156 million, respectively, at year-end 2024 and $210 million and $76 million, respectively, at year-end 2023.
For U.S. and non-U.S. plans combined, the accumulated benefit obligations and fair values of plan assets for pension plans with accumulated benefit obligations in excess of plan assets were $274 million and $151 million, respectively, at year-end 2024 and $162 million and $43 million, respectively, at year-end 2023.
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Accumulated Other Comprehensive Loss
The following table shows the pre-tax amounts recognized in “Accumulated other comprehensive loss” in the Consolidated Balance Sheets:
Pension Benefits
20242023
(In millions)U.S.
Non-U.S.
U.S.
Non-U.S.
Net actuarial loss$8.9 $69.4 $9.6 $73.2 
Prior service (credit) cost 2.3  (3.4)
Net amount recognized in accumulated other comprehensive loss$8.9 $71.7 $9.6 $69.8 
The following table shows the pre-tax amounts recognized in “Other comprehensive loss (income)”:
Pension Benefits
202420232022
(In millions)U.S.
Non-U.S.
U.S.
Non-U.S.
U.S.
Non-U.S.
Net actuarial (gain) loss$(.2)$(3.4)$.9 $32.6 $(5.6)$(.8)
Prior service credit 5.1  (.1)  
Amortization of unrecognized:
Net actuarial (gain) loss
(.5)(.4)(.4)2.1 (.8)(2.5)
Prior service credit (cost) .5  .4  .4 
Settlements .1  .1 (.1).1 
Net amount recognized in other comprehensive loss (income)$(.7)$1.9 $.5 $35.1 $(6.5)$(2.8)
Plan Income Statement Reconciliations
The following table shows the components of net periodic benefit cost:
Pension Benefits
202420232022
(In millions)U.S.
Non-U.S.
U.S.
Non-U.S.
U.S.
Non-U.S.
Service cost$ $13.8 $ $10.5 $ $16.5 
Interest cost2.2 24.1 2.4 24.7 1.2 10.8 
Actuarial (gain) loss(.2) .5  (3.5) 
Expected return on plan assets (37.4) (33.2) (21.9)
Amortization of actuarial loss.5 .4 .4 (2.1).8 2.5 
Amortization of prior service (credit) cost (.5) (.4) (.4)
Recognized loss (gain) on settlements
 (.1) (.1).1 (.1)
Net periodic benefit cost (credit)$2.5 $.3 $3.3 $(.6)$(1.4)$7.4 
Service cost and components of net periodic benefit cost other than service cost were included in “Marketing, general and administrative expense” and “Other non-operating expense (income), net” in the Consolidated Statements of Income, respectively.
The following table shows the weighted average assumptions used to determine net periodic cost:
Pension Benefits
202420232022
U.S.
Non-U.S.
U.S.
Non-U.S.
U.S.
Non-U.S.
Discount rate4.86 %3.78 %5.06 %4.36 %2.19 %1.57 %
Expected return on assets 5.04  4.71  3.00 
Compensation rate increase 2.73  2.75  2.33 
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Plan Contributions
We make contributions to our defined benefit plans sufficient to meet the minimum funding requirements of applicable laws and regulations, plus additional amounts, if any, we determine to be appropriate. The following table sets forth our expected contributions in 2025:
(In millions)
U.S. pension plans$6.2 
Non-U.S. pension plans
17.5 
Future Benefit Payments
The future benefit payments shown below reflect the expected service periods for eligible participants.
Pension
Benefits
(In millions)U.S.
Non-U.S.
2025$6.2 $23.5 
20265.7 29.3 
20275.5 27.3 
20285.0 26.6 
20294.7 26.6 
2030-203417.0 152.5 
Postretirement Health Benefits
We provide postretirement health benefits to certain of our retired U.S. employees up to the age of 65 under a cost-sharing arrangement and provide supplemental Medicare benefits to certain of our U.S. retirees over the age of 65. Our postretirement health benefit plan was closed to new participants retiring after December 31, 2021. Our policy is to fund the cost of these postretirement benefits from operating cash flows. While we do not intend to terminate these postretirement health benefits, we may do so at any time, subject to applicable laws and regulations. At year-end 2024, our postretirement health benefits obligation and related loss recorded in “Accumulated other comprehensive loss” were approximately $2 million and $9 million, respectively. At year-end 2023, our postretirement health benefits obligation and related loss recorded in “Accumulated other comprehensive loss” were approximately $2 million and $10 million, respectively. Net periodic benefit cost was not material in 2024, 2023 or 2022.
Defined Contribution Plans
We sponsor various defined contribution plans worldwide, the largest of which is the Avery Dennison Corporation Employee Savings Plan (“Savings Plan”), a 401(k) plan for our U.S. employees.
We recognized expense of $31.9 million, $30.3 million and $27.3 million in 2024, 2023 and 2022, respectively, related to our employer contributions and employer match of participant contributions to the Savings Plan.
Other Retirement Plans
We have deferred compensation plans and programs that permit eligible employees to defer a portion of their compensation. The compensation voluntarily deferred by the participant, together with certain employer contributions, earns specified and variable rates of return. As of year-end 2024 and 2023, we had accrued $99.0 million and $88.2 million, respectively, for our obligations under these plans. A portion of the interest on certain of our contributions may be forfeited by participants if their employment terminates before age 55 other than by reason of death or disability.
Our Directors Deferred Equity Compensation Program allows our non-employee directors to elect to receive their cash compensation in deferred stock units (“DSUs”) issued under our equity plan. Additionally, two legacy deferred compensation plans had DSUs that were issued under our then-active equity plans. Dividend equivalents, representing the value of dividends per share paid on shares of our common stock and calculated with reference to the number of DSUs held as of a quarterly dividend record date, are credited in the form of additional DSUs on the applicable dividend payable date. DSUs are converted into shares of our common stock, less fractional shares, and issued to a participating director upon his or her separation from our Board. Approximately 0.04 million and 0.1 million DSUs were outstanding as of year-end 2024 and 2023, respectively, with an aggregate value of $8 million and $19 million, respectively.
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We hold company-owned life insurance policies, the proceeds from which are payable to us upon the death of covered participants. The cash surrender values of these policies, net of outstanding loans, which are included in “Other assets” in the Consolidated Balance Sheets, were $247.4 million and $228.4 million at year-end 2024 and 2023, respectively.
NOTE 7. COMMITMENTS AND LEASES
Supplemental cost information related to leases is shown below.
(In millions)202420232022
Operating lease costs$75.1 $73.6 $70.8 
Lease costs related to finance leases were not material in 2024, 2023 or 2022.
Supplemental balance sheet information related to leases is shown below.
(In millions)Balance Sheet Location20242023
Assets
OperatingOther assets$227.5 $200.2 
Finance(1)
Property, plant and equipment, net32.5 29.6 
Total leased assets$260.0 $229.8 
Liabilities
Current:
OperatingOther current liabilities$49.6 $45.4 
FinanceShort-term borrowings and current portion of long-term debt and finance leases4.3 6.3 
Non-current:
OperatingLong-term retirement benefits and other liabilities176.1 152.3 
FinanceLong-term debt and finance leases9.1 7.0 
Total lease liabilities$239.1 $211.0 
(1) Finance lease assets are net of accumulated amortization of $18.7 million and $14.6 million as of December 28, 2024 and December 30, 2023, respectively.
Supplemental cash flow information related to leases is shown below.
(In millions)202420232022
Cash paid for amounts included in measurement of operating lease liabilities
$61.0 $55.8 $60.5 
Operating lease assets obtained in exchange for operating lease liabilities93.0 92.4 37.2 
Cash flows related to finance leases were not material in 2024, 2023 or 2022.
Weighted average remaining lease term and discount rate information related to leases as of December 28, 2024 and December 30, 2023 is shown below.
20242023
Weighted average remaining lease term (in years):
Operating6.77.1
Finance3.63.1
Weighted average discount rate (percentage):
Operating4.6 %4.1 %
Finance4.7 4.2 
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Operating and finance lease liabilities by maturity date from December 28, 2024 are shown below.
(In millions)Operating LeasesFinance Leases
2025$55.6 $5.3 
202647.8 3.6 
202737.0 2.8 
202826.3 1.8 
202921.8 .9 
2030 and thereafter72.5 .5 
Total lease payments261.0 14.9 
Less: imputed interest(35.3)(1.6)
Present value of lease liabilities$225.7 $13.3 
As of December 28, 2024, we had no significant operating or finance leases that had not yet commenced.
NOTE 8. CONTINGENCIES
Legal Proceedings
We are involved in various lawsuits, claims, inquiries and other regulatory and compliance matters, most of which are routine to the nature of our business. When it is probable that a loss will be incurred and where a range of the loss can be reasonably estimated, the best estimate within the range is accrued. When the best estimate within the range cannot be determined, the low end of the range is accrued. The ultimate resolution of these claims could affect future results of operations should our exposure be materially different from our estimates or should we incur liabilities that were not previously accrued. Probable insurance reimbursements are not offset against potential liabilities.
Because of the uncertainties associated with claims resolution and litigation, future expenses to resolve legal proceedings could be higher than the liabilities we have accrued. If information were to become available that allowed us to reasonably estimate an amount higher or lower than what we have accrued in the range of potential expenses determined to be probable, we would adjust our accrued liabilities accordingly. Additional lawsuits, claims, inquiries and other regulatory and compliance matters could arise in the future. The range of expenses for resolving any future matters would be assessed as they arise; until then, a range of potential expenses for their resolution cannot be determined. Based upon current information, we believe that the impact of the resolution of legal proceedings would not be, individually or in the aggregate, material to our financial position, results of operations or cash flows.
We were party to a litigation in which ADASA Inc. (“Adasa”), an unrelated third party, alleged that certain of the RFID products within our Solutions Group reportable segment infringed its patent. The case was filed on October 24, 2017 in the United States District Court in the District of Oregon (Eugene Division) and was captioned ADASA Inc. v. Avery Dennison Corporation. We recorded a contingent liability in the amount of $26.6 million related to this matter in the second quarter of 2021 based on a jury verdict issued on May 14, 2021.
We appealed the first instance judgment associated with the jury verdict – which resulted in additional potential liability for the RFID tags sold during the period from the jury verdict to the issuance of the first instance judgment, a higher royalty applicable to tags sold after the judgment and a royalty on additional late-disclosed tags, as well as sanctions, prejudgment interest, costs, and attorneys’ fees, as well as an ongoing royalty on in-scope tags sold after October 14, 2021 – to the United States Court of Appeals for the Federal Circuit (the “CAFC”). During the fourth quarter of 2022, the CAFC issued its opinion, reversing the grant of summary judgment of validity as to anticipation and obviousness, vacating the sanctions ruling, and remanding the case for retrial with respect to validity for anticipation and obviousness over the prior art. The CAFC affirmed subject-matter eligibility and damages if liability was determined on retrial. On remand, the trial court was required to reconsider the amount of sanctions consistent with the CAFC's instruction to limit sanctions to the late-disclosed tags.
After the U.S. Supreme Court denied our writ of certiorari petition on May 30, 2023, the retrial began on July 10, 2023. On July 18, 2023, the jury in the retrial issued a verdict that Adasa’s patent is valid. We increased our contingent liability to reflect our then-best estimate of the anticipated judgment to $80.4 million as of July 1, 2023, with an expectation to continue adjusting our accrual quarterly, as appropriate. As of December 30, 2023, our contingent liability for this matter was $82.9 million.
On January 25, 2024, the district court issued a revised sanctions order lowering the sanctions against us from approximately $20 million to $5.2 million based on a rate of $0.0025/late-reported tag, which was consistent with the amount we had accrued. In February 2024, the district court issued its decision denying our motion for judgment as a matter of law
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and our motion for a new trial. On March 7, 2024, the Court issued an amended final judgment, assessing damages, pre- and post-judgment interest, costs, attorneys' fees, sanctions, and ongoing royalties.
On April 25, 2024, we entered into a Settlement Agreement, License and Mutual Release with Adasa pursuant to which, among other things, (i) we agreed to pay $75.0 million to Adasa without any concessions or admissions of liability; (ii) Adasa agreed to grant us a worldwide, nonexclusive, nontransferable fully-paid up, and ongoing royalty-free perpetual license, without the right to sublicense, to the patents at issue in the litigation; and (iii) the parties mutually released all claims against one another. We paid the agreed-upon settlement amount to Adasa on April 26, 2024. No court approval of the settlement was required; however, as required by the settlement agreement, Adasa filed a Stipulation of Satisfaction of Judgment with the trial court on April 29, 2024.
Environmental Expenditures
Environmental expenditures are generally expensed. When it is probable that a loss will be incurred and where a range of the loss can be reasonably estimated, the best estimate within the range is accrued. When the best estimate within the range cannot be determined, the low end of the range is accrued. The ultimate resolution of these matters could affect future results of operations should our exposure be materially different from our estimates or should we incur liabilities that were not previously accrued. Probable insurance reimbursements are not offset against potential liabilities. We review our estimates of the costs of complying with environmental laws related to remediation and cleanup of various sites, including sites in which governmental agencies have designated us as a potentially responsible party (“PRP”). However, environmental expenditures for newly acquired assets and those that extend or improve the economic useful life of existing assets are capitalized and amortized over the shorter of the estimated useful life of the acquired asset or the remaining life of the existing asset.
As of December 28, 2024, we have been designated by the U.S. Environmental Protection Agency (“EPA”) and/or other responsible state agencies as a PRP at ten waste disposal or waste recycling sites that are the subject of separate investigations or proceedings concerning alleged soil and/or groundwater contamination. No settlement of our liability related to any of these sites has been agreed upon. We are participating with other PRPs at these sites and anticipate that our share of remediation costs will be determined pursuant to agreements that we negotiate with the EPA or other governmental authorities.
These estimates could change as a result of changes in planned remedial actions, remediation technologies, site conditions, the estimated time to complete remediation, environmental laws and regulations, and other factors. Because of the uncertainties associated with environmental assessment and remediation activities, our future expenses to remediate these sites could be higher than the liabilities we have accrued. If information were to become available that allowed us to reasonably estimate an amount higher or lower than what we have accrued in the range of potential expenses, we would adjust our environmental liabilities accordingly. In addition, we may be identified as a PRP at additional sites in the future. The range of expenses for remediation of any future-identified sites would be addressed as they arise; until then, a range of expenses for their remediation cannot be determined.
The activity related to our environmental liabilities in 2024 and 2023 is shown below:
(In millions)20242023
Balance at beginning of year$24.5 $24.3 
Charges, net of reversals1.9 2.5 
Payments(13.4)(2.3)
Balance at end of year$13.0 $24.5 
Approximately $5 million and $11 million, respectively, of this balance was classified as short-term and included in “Other current liabilities” in the Consolidated Balance Sheets as of December 28, 2024 and December 30, 2023.
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NOTE 9. FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
Assets and liabilities carried at fair value, measured on a recurring basis, as of December 28, 2024, were as follows:
Fair Value Measurements Using
(In millions)TotalQuoted
Prices in
Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Other
Unobservable
Inputs
(Level 3)
Assets
Investments$48.0 $24.2 $23.8 $ 
Derivative assets41.2 .4 40.8  
Bank drafts5.2 5.2   
Liabilities
Derivative liabilities$41.5 $.4 $41.1 $ 
Contingent consideration liabilities4.8   4.8 
Assets and liabilities carried at fair value, measured on a recurring basis, as of December 30, 2023 were as follows:
Fair Value Measurements Using
(In millions)TotalQuoted
Prices in
Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Other
Unobservable
Inputs
(Level 3)
Assets
Investments$37.8 $19.6 $18.2 $ 
Derivative assets8.6  8.6  
Bank drafts5.3 5.3   
Liabilities
Derivative liabilities$7.6 $1.6 $6.0 $ 
Contingent consideration liabilities10.0   10.0 
Investments included fixed income securities (primarily U.S. government and corporate debt securities) measured at fair value using quoted prices/bids and a money market fund measured at fair value using NAV. As of December 28, 2024, investments of $1.5 million, $38.1 million, and $8.4 million were included in “Cash and cash equivalents,” “Other current assets,” and "Other assets," respectively, in the Consolidated Balance Sheets. As of December 30, 2023, investments of $2.7 million and $35.1 million were included in “Cash and cash equivalents” and “Other current assets,” respectively, in the Consolidated Balance Sheets. Derivatives that are exchange-traded are measured at fair value using quoted market prices and classified within Level 1 of the valuation hierarchy. Derivatives measured based on foreign currency exchange rate inputs that are readily available in public markets are classified within Level 2 of the valuation hierarchy. Bank drafts (maturities greater than three months) are valued at face value due to their short-term nature and were included in “Other current assets” in the Consolidated Balance Sheets.
Contingent consideration liabilities relate to estimated earn-out payments associated with certain acquisitions completed in 2023, 2022 and 2021, which are subject to the acquired companies achieving certain post-acquisition performance targets. These liabilities were recorded based on the expected payments and have been classified as Level 3. Activity related to contingent consideration was immaterial in 2024 and 2023.
In addition to the investments described above, we hold venture investments that had a total carrying value of approximately $45 million and $71 million as of December 28, 2024 and December 30, 2023, respectively, which was included in “Other assets” in the Consolidated Balance Sheets. Starting in the second quarter of 2024, we began revaluing certain venture investments based on Level 1 inputs; the fair value of these investments was $8.4 million as of December 28, 2024. Related to these investments, we recognized $19.2 million in net losses in 2024, no net gains or losses in 2023 and net gains of $13.5 million in 2022 in “Other expense (income), net” in the Consolidated Statements of Income.
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NOTE 10. NET INCOME PER COMMON SHARE
Net income per common share was computed as follows:
(In millions, except per share amounts)202420232022
(A) Net income$704.9 $503.0 $757.1 
(B) Weighted average number of common shares outstanding80.4 80.7 81.6 
Dilutive shares (additional common shares issuable under stock-based awards).3 .4 .6 
(C) Weighted average number of common shares outstanding, assuming dilution80.7 81.1 82.2 
Net income per common share (A) ÷ (B)$8.77 $6.23 $9.28 
Net income per common share, assuming dilution (A) ÷ (C)$8.73 $6.20 $9.21 
Certain stock-based compensation awards were excluded from the computation of net income per common share, assuming dilution, because they would not have had a dilutive effect. Stock-based compensation awards excluded from the computation totaled 0.1 million shares in 2024 and 2023 and were not significant in 2022.
NOTE 11. SUPPLEMENTAL EQUITY AND COMPREHENSIVE INCOME INFORMATION
Common Stock and Share Repurchase Program
Our Amended and Restated Certificate of Incorporation authorizes five million shares of $1 par value preferred stock (of which no shares are outstanding), with respect to which our Board may fix the series and terms of issuance, and 400 million shares of $1 par value voting common stock.
From time to time, our Board authorizes the repurchase of shares of our outstanding common stock. Repurchased shares may be reissued under our long-term incentive plan or used for other corporate purposes. In 2024, we repurchased approximately 1.2 million shares of our common stock at an aggregate cost of $247.5 million. In 2023, we repurchased approximately 0.8 million shares of our common stock at an aggregate cost of $137.5 million.
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 and in addition to any amount outstanding under our previous Board authorization. Shares of our common stock in the aggregate amount of $346.9 million remained authorized for repurchase under this Board authorization as of December 28, 2024. Board authorizations remain in effect until shares in the amount authorized thereunder have been repurchased.
Treasury Shares Reissuance
We fund a portion of our employee-related costs using shares of our common stock held in treasury. We reduce capital in excess of par value based on the grant date fair value of vesting awards and record net gains or losses associated with using treasury shares to retained earnings.
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Accumulated Other Comprehensive Loss
The changes in “Accumulated other comprehensive loss” (net of tax) for 2024 and 2023 were as follows:
(In millions)
Foreign
Currency
Translation(1)
Pension and
Other
Postretirement
Benefits
Cash Flow
Hedges
Fair Value Hedges
Total
Balance as of December 31, 2022$(314.0)$(51.3)$1.3 $ $(364.0)
Other comprehensive income (loss) before reclassifications, net of tax(14.6)(25.2)(7.0) (46.8)
Reclassifications to net income, net of tax (1.0)3.7  2.7 
Net current-period other comprehensive income (loss), net of tax(14.6)(26.2)(3.3) (44.1)
Balance as of December 30, 2023$(328.6)$(77.5)$(2.0)$ $(408.1)
Other comprehensive income (loss) before reclassifications, net of tax(46.9)(1.3)(5.4)2.0 (51.6)
Reclassifications to net income, net of tax .8 2.8  3.6 
Net current-period other comprehensive income (loss), net of tax(46.9)(.5)(2.6)2.0 (48.0)
Balance as of December 28, 2024$(375.5)$(78.0)$(4.6)$2.0 $(456.1)
(1) The 2024 changes in foreign currency translation included a pretax gain related to the foreign currency forward contracts and zero-cost collars accounted for as net investment hedges. Refer to Note 5, "Financial Instruments," to the Consolidated Financial Statements for more information.
The following table sets forth the income tax expense (benefit) allocated to each component of other comprehensive income (loss):
(In millions)202420232022
Foreign currency translation:
Translation gain (loss)
$.1 $1.2 $(7.0)
Pension and other postretirement benefits:
Net gain (loss) recognized from actuarial gain/loss and prior service cost/credit(.6)(8.2).5 
Reclassifications to net income.4 (.3)1.1 
Cash flow hedges:
Gain (loss) recognized on cash flow hedges(1.7)(2.2)1.6 
Reclassifications to net income.9 1.2 .4 
Fair value hedges:
Changes in excluded components of fair value hedges.6   
Income tax expense (benefit) allocated to components of other comprehensive income (loss)
$(.3)$(8.3)$(3.4)
NOTE 12. LONG-TERM INCENTIVE COMPENSATION
Stock-Based Awards
Stock-Based Compensation
We grant our annual stock-based compensation awards to eligible employees in March and non-employee directors in May. Certain awards granted to retirement-eligible employees one or more years before their retirement date vest upon retirement; these awards are accounted for as fully vested one year from the date of grant.
Our 2017 Incentive Award Plan, a long-term incentive plan for employees and non-employee directors, allows us to grant stock-based compensation awards – including stock options, RSUs, PUs, MSUs and DSUs – or a combination of these and other awards. Under this plan, 5.4 million shares were made available for issuance, with each full value award counted as 1.5 shares for purposes of the number of shares authorized for issuance. Full value awards include RSUs, PUs and MSUs.
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Stock-based compensation expense and the related recognized tax benefit were as follows:
(In millions)202420232022
Stock-based compensation expense$28.7 $22.3 $47.4 
Tax benefit2.6 2.4 6.7 
This expense was included in “Marketing, general and administrative expense” in the Consolidated Statements of Income.
As of December 28, 2024, we had approximately $38 million of unrecognized compensation expense related to unvested stock-based awards, which is expected to be recognized over the remaining weighted average requisite service period of approximately two years.
Stock Options
Stock options may be granted to employees and non-employee directors at no less than 100% of the fair market value of our common stock on the date of the grant and generally vest over a four-year period. Options expire ten years from the date of grant.
The fair value of stock options is estimated as of the date of grant using the Black-Scholes option-pricing model. This model requires input assumptions for our expected dividend yield, expected stock price volatility, risk-free interest rate and the expected option term.
The weighted average grant date fair value per share for stock options granted in 2023 was $47.65. No stock options were granted in fiscal years 2024 or 2022.
The following assumptions are used in estimating the fair value of granted stock options:
Risk-free interest rate is based on the 52-week average of the Treasury-Bond rate that has a term corresponding to the expected option term. For 2023, it was 3.84%.
Expected stock price volatility represents an average of the implied and historical volatility. For 2023, it was 23.90%.
Expected dividend yield is based on the current annual dividend divided by the 12-month average of our monthly stock price prior to grant. For 2023, it was 1.84%.
Expected option term is determined based on historical experience under our long-term incentive plans. For 2023, it was 6.31 years.
The following table summarizes information related to stock options:
Number of
options
(in thousands)
Weighted average
exercise price
Weighted average
remaining
contractual life
(in years)
Aggregate
intrinsic value
(in millions)
Outstanding at December 30, 2023204.1 $109.92 4.36$18.7 
Exercised(141.1)73.96 
Outstanding at December 28, 202463.0 $190.54 8.68$ 
Options vested and expected to vest at December 28, 202454.8 190.54 8.68 
Options exercisable at December 28, 2024 $ $ 
The total intrinsic value of stock options exercised was $19.5 million in 2024. We received approximately $10 million in 2024 from the exercise of stock options, and the tax benefit associated with these exercised options was $4.8 million. There were no stock option exercises in 2023 and the stock option exercises in 2022 were immaterial. The intrinsic value of a stock option is based on the amount by which the market value of our stock exceeds the exercise price of the option.
Performance Units (“PUs”)
PUs are performance-based awards granted to eligible employees under our equity plan. PUs are payable in shares of our common stock at the end of a three- or four-year cliff vesting period provided that the designated performance objectives are achieved at the end of the period. Over the performance period, the estimated number of shares of our common stock issuable upon vesting is adjusted upward or downward based on the probability of achieving the performance objectives established for the award. The number of shares issued generally ranges from 0% to 200% of the target shares at the time of grant; however the shares issued for certain special PU awards can range up to 300% of the target shares at
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time of grant. The weighted average grant date fair value for PUs was $224.82, $180.12 and $163.97 in 2024, 2023 and 2022, respectively.
The following table summarizes information related to awarded PUs:
Number of
 PUs
(in thousands)
Weighted
 average
grant-date
 fair value
Unvested at December 30, 2023300.7 $174.54 
Granted at target68.3 224.82 
Adjustment for above-target performance(1)
37.7 197.75 
Vested(104.2)197.75 
Forfeited/cancelled(10.4)184.82 
Unvested at December 28, 2024292.1 $181.94 
(1) Reflects adjustments for above-target performance for the 2021-2023 PUs.
The fair value of vested PUs was $20.6 million in 2024, $22.7 million in 2023 and $20.2 million in 2022.
Market-Leveraged Stock Units (“MSUs”)
MSUs are performance-based awards granted to eligible employees under our equity plan. MSUs are payable in shares of our common stock over a four-year period provided that the designated performance objective is achieved as of the end of each vesting period. MSUs accrue dividend equivalents during the vesting period, which are earned and paid only at vesting provided that, at a minimum, threshold-level performance is achieved. The number of shares earned is based upon our absolute total shareholder return at each vesting date and can range from 0% to 200% of the target amount of MSUs subject to vesting. Each of the four vesting periods represents one tranche of MSUs and the fair value of each of these four tranches was determined using the Monte-Carlo simulation model, which utilizes multiple input variables, including expected stock price volatility and other assumptions, to estimate the probability of achieving the performance objective established for the award. The weighted average grant date fair value for MSUs was $259.75, $192.53 and $141.80 in 2024, 2023 and 2022, respectively.
The following table summarizes information related to awarded MSUs:
Number of
MSUs
(in thousands)
Weighted
average
grant-
date fair
value
Unvested at December 30, 2023195.5 $167.16 
Granted at target55.2 259.75 
Adjustments for above-target performance(1)
20.6 129.76 
Vested(99.2)147.25 
Forfeited/cancelled(8.4)198.29 
Unvested at December 28, 2024163.7 $202.83 
(1) Reflects adjustments for above-target performance for each of the tranches of MSUs vesting in 2024.
The fair value of vested MSUs was $14.6 million in 2024, $16.1 million in 2023 and $19.9 million in 2022.
Restricted Stock Units (“RSUs”)
RSUs are service-based awards granted to eligible employees and non-employee directors under our equity plan. RSUs granted to employees generally vest over a period between one and four years. RSUs granted to non-employee directors generally vest in one year. The vesting of RSUs is subject to continued service through the applicable vesting date. If that condition is not met, unvested RSUs are generally forfeited. The weighted average grant date fair value for RSUs was $210.74, $175.88 and $168.34 in 2024, 2023 and 2022, respectively.
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The following table summarizes information related to awarded RSUs:
Number of
RSUs
(in thousands)
Weighted
average
grant-date
fair value
Unvested at December 30, 202366.5 $171.68 
Granted53.7 210.74 
Vested(18.4)175.42 
Forfeited/cancelled(6.9)196.80 
Unvested at December 28, 202494.9 $191.22 
The fair value of vested RSUs was $3.2 million, $2.7 million and $2.8 million in 2024, 2023 and 2022, respectively.
Cash-Based Awards
Long-Term Incentive Units (“LTI Units”)
LTI Units are cash-based awards granted to employees under our long-term incentive unit plan. LTI Units are service-based awards that generally vest ratably over a four-year period. The settlement value equals the number of vested LTI Units multiplied by the average of the high and low market prices of our common stock on the vesting date. The compensation expense related to these awards is amortized on a straight-line basis and the fair value is remeasured using the estimated percentage of units expected to be earned multiplied by the average of the high and low market prices of our common stock at each quarter-end.
We also grant cash-based awards in the form of performance and market-leveraged LTI Units to eligible employees. Performance LTI Units are payable in cash at the end of a three-year cliff vesting period provided that certain performance objectives are achieved at the end of the performance period. Market-leveraged LTI Units are payable in cash and vest ratably over a period of four years. The number of performance and market-leveraged LTI Units earned at vesting is adjusted upward or downward based upon the probability of achieving the performance objectives established for the respective award and the actual number of units issued can range from 0% to 200% of the designated target units subject to vesting. Performance and market-leveraged LTI Units are remeasured using the estimated percentage of units expected to be earned multiplied by the average of the high and low market prices of our common stock at each quarter-end over their respective performance periods. The compensation expense related to performance LTI Units is amortized on a straight-line basis over their respective performance periods. The compensation expense related to market-leveraged LTI Units is amortized on a graded-vesting basis over their respective performance periods.
The compensation expense related to LTI Units was $14.9 million in 2024, $16.3 million in 2023 and $11.5 million in 2022. This expense was included in “Marketing, general and administrative expense” in the Consolidated Statements of Income. The total recognized tax benefit related to LTI Units was $3.6 million in 2024, $3.9 million in 2023 and $2.7 million in 2022.
NOTE 13. COST REDUCTION ACTIONS
Restructuring Charges
We have plans that provide eligible employees with severance benefits in the event of an involuntary termination. We calculate severance using the benefit formulas under the applicable plans. We record restructuring charges from qualifying cost reduction actions for severance and other exit costs (including asset impairment charges and lease and other contract cancellation costs) when they are probable and estimable.
2025 Actions
In the fourth quarter 2024, we recorded $13.1 million in restructuring charges related to our 2025 actions. These charges consisted of severance and related costs for the reduction of approximately 90 positions, as well as asset impairment charges, at numerous locations across our company, reflecting actions in our Solutions Group reportable segment.
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2023 Actions
During 2024, we recorded $28.8 million in restructuring charges, net of reversals, related to our 2023 actions. 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. During 2023, we recorded $49.0 million in restructuring charges, net of reversals, related to these actions. These charges consisted of severance and related costs for the reduction of approximately 1,450 positions, as well as asset impairment charges, at numerous locations across our company.
In the third quarter of 2023, we approved a restructuring plan (the "2023 Plan") to further optimize the European footprint of our Materials Group reportable segment by reducing operations in a manufacturing facility in Belgium. The cumulative charges associated with the 2023 Plan consisted of severance and related costs for the reduction of approximately 210 positions, as well as asset impairment charges. We recorded $30.4 million in 2023 in restructuring charges related to the 2023 Plan. The activities related to the 2023 Plan are expected to be substantially completed by mid-2025.
Accruals for severance and related costs and lease cancellation costs were included in “Other current liabilities” and "Long-term retirement benefits and other liabilities" in the Consolidated Balance Sheets. Asset impairment charges were based on the estimated market value of the assets, less selling costs, if applicable. Restructuring charges were included in “Other expense (income), net” in the Consolidated Statements of Income.
During 2024, restructuring charges and payments were as follows:
(In millions)Accrual at
December 30,
2023
Charges,
Net of
Reversals
Cash
Payments
Non-cash
Impairment
Foreign
Currency
Translation
Accrual at
December 28,
2024
2025 Actions
Severance and related costs$ $10.0 $ $ $ $10.0 
Asset impairment charges 3.1  (3.1)  
2023 Actions
Severance and related costs27.7 25.4 (43.3) (.6)9.2 
Asset impairment charges 3.0  (3.0)  
Lease cancellation costs .4 (.6)  (.2)
Total$27.7 $41.9 $(43.9)$(6.1)$(.6)$19.0 
During 2023, restructuring charges and payments were as follows:
(In millions)Accrual at
December 31,
2022
Charges,
Net of
Reversals
Cash
Payments
Non-cash
Impairment
Foreign
Currency
Translation
Accrual at
December 30,
2023
2023 Actions
Severance and related costs$ $72.1 $(45.1)$ $.7 $27.7 
Asset impairment charges 8.3  (8.3)  
2019/2020 Actions
Severance and related costs5.1 (1.0)(4.1)   
Total$5.1 $79.4 $(49.2)$(8.3)$.7 $27.7 
The table below shows the total amount of restructuring charges incurred by reportable segment and Corporate.
(In millions)202420232022
Restructuring charges by reportable segment and Corporate
Materials Group$5.7 $52.4 $(1.0)
Solutions Group35.8 23.2 7.9 
Corporate.4 3.8 .8 
Total$41.9 $79.4 $7.7 
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NOTE 14. TAXES BASED ON INCOME
Taxes based on income were as follows:
(In millions)2024
2023
2022
Current:
U.S. federal tax$36.0 $42.5 $29.4 
State taxes10.6 9.0 8.8 
Foreign taxes
214.9 160.8 177.7 
261.5 212.3 215.9 
Deferred:
U.S. federal tax(8.7)(29.0)5.8 
State taxes(3.3)(3.5).9 
Foreign taxes
(.9)11.9 19.6 
(12.9)(20.6)26.3 
Provision for income taxes$248.6 $191.7 $242.2 
The principal items accounting for the difference between taxes computed at the U.S. federal statutory rate and taxes recorded were as follows:
(In millions)202420232022
Tax provision computed at U.S. federal statutory rate(1)
$200.2 $145.9 $209.9 
Increase (decrease) in taxes resulting from:
State taxes, net of federal tax benefit2.7 2.6 11.8 
Foreign earnings taxed at different rates(1)
49.5 50.4 51.7 
GILTI high-tax exclusion election, net(2)
(6.2)(10.0)(11.9)
Valuation allowance15.9 2.6 (5.0)
U.S. federal research and development tax credits(7.7)(8.3)(6.5)
Tax contingencies and audit settlements1.9 11.9 (4.3)
Other items, net(7.7)(3.4)(3.5)
Provision for income taxes$248.6 $191.7 $242.2 
(1) All years included certain U.S. international tax provisions and foreign earnings taxed in the U.S., net of credits.
(2) In 2024, we recognized $6.2 million from our current year GILTI exclusion election. In 2023, we recognized $4.4 million from our 2023 GILTI exclusion election and $5.6 million related to the election made on our 2022 U.S. federal tax return. In 2022, we recognized $11.9 million of benefit related to a GILTI exclusion election made on our 2021 U.S. federal tax return.
Income before taxes from our U.S. and foreign operations was as follows:
(In millions)202420232022
U.S.$211.4 $187.2 $232.4 
Foreign
742.1 507.5 766.9 
Income before taxes$953.5 $694.7 $999.3 
Our effective tax rate was 26.1%, 27.6% and 24.2% for fiscal years 2024, 2023 and 2022, respectively.
Our 2024 provision for income taxes included (i) $15.9 million of net tax charge related to the tax on global intangible low-taxed income ("GILTI") of our foreign subsidiaries and the recognition of foreign withholding taxes on current year earnings, partially offset by the benefit from foreign-derived intangible income (“FDII”); (ii) $15.9 million of tax charge from valuation allowances due to the uncertainty of the realization of certain deferred tax assets; and (iii) excess tax benefits associated with stock-based payments, and return-to-provision benefits related to our 2023 U.S. federal tax return, partially offset by net tax charge primarily from the recognition of uncertain tax positions and tax audit settlements in certain foreign jurisdictions.
Our 2023 provision for income taxes included (i) $16.4 million of net tax charge related to the tax on GILTI of our foreign subsidiaries and the recognition of foreign withholding taxes on current year earnings, partially offset by the benefit from FDII; (ii) $14.7 million of return-to-provision benefit primarily related to our GILTI exclusion election and benefits from additional foreign tax credits recognized under temporary relief granted by the Internal Revenue Service ("IRS") in July 2023, related to our 2022 U.S. federal tax return, (iii) $10.5 million of tax charge related to non-deductible expenses resulting from the impact of the Argentine peso remeasurement loss; and (iv) $9.5 million of net tax charge primarily from the
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recognition of uncertain tax positions in certain foreign jurisdictions, partially offset by decreases in certain tax reserves as a result of closing tax years.
Our 2022 provision for income taxes included (i) $18.8 million of net tax charge related to the tax on GILTI of our foreign subsidiaries and the recognition of foreign withholding taxes on current year earnings, partially offset by the benefit from FDII; (ii) $17.3 million of return-to-provision benefit, including $11.9 million related to a GILTI exclusion election and a lower net tax charge from other international inclusion items related to our 2021 U.S. federal tax return; and (iii) net tax benefit primarily from decreases in certain tax reserves, including interest and penalties, as a result of closing tax years and the settlement of certain foreign tax audits.
Deferred Taxes
Deferred taxes reflect the temporary differences between the amounts at which assets and liabilities are recorded for financial reporting purposes and the amounts utilized for tax purposes. The primary components of the temporary differences that gave rise to our deferred tax assets and liabilities were as follows:
(In millions)20242023
Accrued expenses not currently deductible$29.8 $44.5 
Net operating loss carryforwards137.9 138.9 
Tax credit carryforwards14.8 9.0 
Capitalized research expenses81.7 59.9 
Stock-based compensation8.8 10.9 
Pension and other postretirement benefits31.1 34.2 
Inventory reserve19.2 16.4 
Lease liabilities44.7 43.3 
Other assets31.6 27.9 
Valuation allowance(72.7)(62.0)
Total deferred tax assets(1)
326.9 323.0 
Depreciation and amortization(306.0)(317.2)
Repatriation accrual(24.2)(24.5)
Foreign operating loss recapture(3.1)(3.4)
Lease assets(44.3)(43.4)
Total deferred tax liabilities(1)
(377.6)(388.5)
Total net deferred tax assets (liabilities)$(50.7)$(65.5)
(1) Reflect gross amounts before jurisdictional netting of deferred tax assets and liabilities.
We assess available positive and negative evidence to estimate if sufficient future taxable income is expected to be generated to use existing deferred tax assets. On the basis of our assessment, we record valuation allowances only with respect to the portion of the deferred tax asset that is not more-likely-than-not to be realized. Our assessment of the future realizability of our deferred tax assets relies heavily on our forecasted earnings in certain jurisdictions determined by the manner in which we operate our business and the relevant carryforward periods. Any changes to our operations may affect our assessment of deferred tax assets considered realizable if the positive evidence no longer outweighs the negative evidence.
Net operating loss carryforwards of foreign subsidiaries at December 28, 2024 and December 30, 2023 were $466 million and $481 million, respectively. Tax credit carryforwards of both domestic and foreign subsidiaries at December 28, 2024 and December 30, 2023 totaled $15 million and $9 million, respectively. If unused, foreign net operating losses and tax credit carryforwards will expire as follows:
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(In millions)
Net Operating Losses(1)
Tax Credits
Year of Expiry
2025$2.6 $.2 
20262.3 .2 
20273.1 .4 
20286.6 .8 
202928.5 .4 
2030-204423.6 11.7 
Indefinite life/no expiry399.4 1.1 
Total$466.1 $14.8 
(1) Net operating losses are presented before tax effects and valuation allowance.
Certain indefinite-lived foreign net operating losses may require decades to be fully utilized under our current business model.
At December 28, 2024, we had net operating loss carryforwards in certain states of $575 million before tax effects. Based on our estimates of future state taxable income, it is more-likely-than-not that the majority of these carryforwards will not be realized before they expire. Accordingly, a valuation allowance has been recorded on $548 million of these carryforwards.
As of December 28, 2024, our provision for income taxes did not materially benefit from applicable tax holidays in foreign jurisdictions.
Unrecognized Tax Benefits
As of December 28, 2024, our unrecognized tax benefits totaled $81 million, $74 million of which, if recognized, would reduce our annual effective income tax rate. As of December 30, 2023, our unrecognized tax benefits totaled $88 million, $75 million of which, if recognized, would reduce our annual effective income tax rate.
Where applicable, we accrue potential interest and penalties related to unrecognized tax benefits in income tax expense. The interest and penalties we recognized during fiscal years 2024, 2023 and 2022 were not material, individually or in aggregate, to the Consolidated Statements of Income. We have $17 million and $16 million of accrued interest and penalties, net of tax benefit, in the Consolidated Balance Sheets at December 28, 2024 and December 30, 2023, respectively.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is set forth below.
(In millions)20242023
Balance at beginning of year$88.0 $69.5 
Additions for tax positions of current year11.4 15.4 
Additions (reductions) for tax positions of prior years, net(7.2)8.0 
Settlements with tax authorities(4.6)(1.8)
Expirations of statutes of limitations(3.7)(3.9)
Changes due to translation of foreign currencies(2.8).8 
Balance at end of year$81.1 $88.0 
It is reasonably possible that, during the next 12 months, we may realize a decrease in our uncertain tax positions, including interest and penalties, of approximately $6 million, primarily as a result of closing tax years.
The amount of income taxes we pay is subject to ongoing audits by taxing jurisdictions around the world. Our estimate of the potential outcome of any uncertain tax issue is subject to our assessment of the relevant risks, facts, and circumstances existing at the time. We believe we have adequately provided for reasonably foreseeable outcomes related to these matters. However, our future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved, which may impact our effective tax rate. The final determination of tax audits and any related legal proceedings could materially differ from amounts reflected in our tax provision for income taxes and the related liabilities. To date, we and our U.S. subsidiaries have completed the IRS’ Compliance Assurance Process through 2021. With limited exceptions, we are no longer subject to income tax examinations by tax authorities for years prior to 2010.
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NOTE 15. SEGMENT AND DISAGGREGATED REVENUE INFORMATION
Segment Reporting
We have the following reportable segments:
Materials Group – manufactures and sells pressure-sensitive label materials, films for graphic and reflective products, performance tapes and other adhesive products for industrial, medical and other applications, as well as fastener solutions.
Solutions Group – designs, manufactures and sells a wide variety of branding and information solutions, including brand and price tickets, tags and labels (including RFID inlays), and related services, supplies and equipment.
Our President and Chief Executive Officer is the chief operating decision maker ("CODM") and is responsible for the allocation of resources and evaluation of performance of our reportable segments. The CODM's oversight includes establishing performance targets to advance our long-term strategy and increase stockholder value, allocating capital to our reportable segments to achieve those targets, developing compensation programs to incentivize segment leaders to achieve those targets, and analyzing key performance metrics to track progress against those targets. The CODM reviews the performance of each segment by comparing each reportable segment’s current period results with its annual operating plan targets, its most recent quarterly forecast, and the prior year to assess how segment results impacted our company’s overall results.
Disaggregated Revenue Information
Disaggregated revenue information is shown below in the manner that best reflects how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Revenue from our Materials Group reportable segment is attributed to geographic areas based on the location from which products are shipped. Revenue from our Solutions Group reportable segment is shown by product group.
(In millions)202420232022
Net sales to unaffiliated customers
Materials Group:
U.S.$1,715.6 $1,687.8 $1,892.1 
Europe, the Middle East and North Africa
2,091.0 2,007.1 2,396.2 
Asia1,388.0 1,315.2 1,390.3 
Latin America489.7 474.2 470.1 
Other
328.7 327.0 346.4 
Total Materials Group6,013.0 5,811.3 6,495.1 
Solutions Group:
Apparel and other
1,875.5 1,661.4 1,851.2 
Identification Solutions and Vestcom867.2 891.6 693.0 
Total Solutions Group2,742.7 2,553.0 2,544.2 
Net sales to unaffiliated customers$8,755.7 $8,364.3 $9,039.3 
Revenue from our Materials Group reportable segment by product group is shown below.
(In millions)202420232022
Net sales to unaffiliated customers
Materials Group:
 Labels, graphics and reflectives $5,266.0 $5,076.8 $5,725.7 
 Tapes and adhesives 676.0 665.3 696.3 
 Other 71.0 69.2 73.1 
Total Materials Group$6,013.0 $5,811.3 $6,495.1 
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Our total company revenue by geographic area is shown below. Revenue is attributed to geographic areas based on the location from which products are shipped.
(In millions)202420232022
Net sales to unaffiliated customers
U.S.$2,613.4 $2,578.3 $2,565.9 
Europe, the Middle East and North Africa
2,418.6 2,306.7 2,683.6 
Asia2,763.1 2,545.2 2,817.2 
Latin America599.8 582.3 605.7 
Other
360.8 351.8 366.9 
Net sales to unaffiliated customers$8,755.7 $8,364.3 $9,039.3 
Net sales to unaffiliated customers in Asia included sales in China (including Hong Kong) of $1.40 billion in 2024, $1.30 billion in 2023 and $1.50 billion in 2022.
No single customer represented 10% or more of our net sales in year-end 2024, 2023 or 2022. Our ten largest customers by net sales in the aggregate represented approximately 16% of our net sales during 2024, 2023 and 2022.
Segment Information
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. Segment adjusted operating income is defined as income before taxes adjusted for other expense (income), net; interest expense, other non-operating expense (income), net; and other items. Segment results and reconciliation to income before taxes are presented below.
(In millions)202420232022
Materials Group
Net sales to unaffiliated customers
$6,013.0 $5,811.3 $6,495.1 
Segment expense(1)
5,088.3 5,022.1 5,649.2 
Segment adjusted operating income$924.7 $789.2 $845.9 
Solutions Group
Net sales to unaffiliated customers
$2,742.7 $2,553.0 $2,544.2 
Segment expense(1)
2,453.4 2,301.0 2,234.1 
Segment adjusted operating income$289.3 $252.0 $310.1 
(1) Segment expense included cost of sales and marketing, general and administrative expense and excluded other expense (income), net, and other items.
(In millions)202420232022
Segment adjusted operating income
Materials Group
$924.7 $789.2 $845.9 
Solutions Group289.3 252.0 310.1 
Total1,214.0 1,041.2 1,156.0 
Corporate expense(91.9)(77.4)(82.6)
Other expense (income), net and other items(78.3)(180.9).6 
Interest expense(117.0)(119.0)(84.1)
Other non-operating expense (income), net26.7 30.8 9.4 
Income before taxes$953.5 $694.7 $999.3 

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Additional Segment Information
Additional financial information by reportable segment is shown below.
Intersegment sales are recorded at or near market prices and are eliminated in determining consolidated net sales. We do not disclose total assets by reportable segment since we neither generate nor review that information internally. As our reporting structure is neither organized nor reviewed internally by country, results by individual country are not provided.
(In millions)202420232022
Intersegment sales
Materials Group
$162.8 $157.1 $137.1 
Solutions Group52.3 35.5 37.4 
Intersegment sales$215.1 $192.6 $174.5 
Capital expenditures(1)(2)
Materials Group
$96.3 $117.8 $153.5 
Solutions Group120.8 148.7 144.0 
Capital expenditures$217.1 $266.5 $297.5 
Depreciation and amortization expense(1)
Materials Group
$130.9 $127.8 $135.8 
Solutions Group181.3 170.6 154.9 
Depreciation and amortization expense$312.2 $298.4 $290.7 
(1) Corporate capital expenditures and depreciation and amortization expense are allocated to the reportable segments based on their percentage of consolidated net sales.
(2) Capital expenditures for property, plant and equipment included accruals.
Entity-wide Information
Other expense (income), net by type were as follows:
(In millions)202420232022
Other expense (income), net by type
Restructuring charges, net of reversals:
Severance and related costs, net of reversals
$35.4 $70.8 $7.6 
Asset impairment and lease cancellation charges
6.5 8.6 .1 
Other items:
Losses from Argentine peso remeasurement and Blue Chip Swap transactions16.4 29.9  
(Gain) loss on venture investments
19.2 1.5 (13.5)
Outcomes of legal matters and settlements, net(1)
(6.2)64.3 6.3 
Transaction and related costs.3 5.3 .3 
(Gain) loss on sales of assets
 .5 (1.4)
Other expense (income), net$71.6 $180.9 $(.6)
(1) Amount for 2023 included an additional contingent liability related to the Adasa litigation in the amount of $56.3 million. Refer to Note 8, “Contingencies” for more information.
Long-lived assets (including property, plant and equipment, net, and operating lease assets) in our U.S. and non-U.S. operations were as follows:
(In millions)20242023
Long-lived assets
U.S.$642.7 $662.8 
Non-U.S.
1,171.5 1,163.2 
Long-lived assets
$1,814.2 $1,826.0 
Long-lived assets located in China (including Hong Kong) were approximately $288 million in 2024 and $305 million in 2023.
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NOTE 16. SUPPLEMENTAL FINANCIAL INFORMATION
Inventories
Inventories at year-end were as follows:
(In millions)20242023
Raw materials$435.0 $415.4 
Work-in-progress224.9 238.2 
Finished goods318.2 267.1 
Inventories$978.1 $920.7 
Property, Plant and Equipment, Net
Major classes of property, plant and equipment, stated at cost, at year-end were as follows:
(In millions)20242023
Land$35.1 $35.9 
Buildings and improvements852.3 817.9 
Machinery and equipment2,903.4 2,799.5 
Construction-in-progress202.7 317.1 
Property, plant and equipment3,993.5 3,970.4 
Accumulated depreciation(2,406.8)(2,344.6)
Property, plant and equipment, net$1,586.7 $1,625.8 
Software
Capitalized software costs at year-end were as follows:
(In millions)20242023
Cost$360.0 $362.4 
Accumulated amortization(249.3)(257.9)
Software, net$110.7 $104.5 
Software amortization expense was $25.1 million in 2024, $23.4 million in 2023 and $29.5 million in 2022.
Cloud Computing Arrangements
Capitalized implementation costs at year-end were as follows:
(In millions)20242023
Cost$97.1 $59.8 
Accumulated amortization(17.9)(9.4)
Capitalized implementation costs, net
$79.2 $50.4 
Capitalized implementation cost amortization expense was $8.0 million in 2024 and $4.5 million in 2023.
Allowance for Credit Losses
Given the short-term nature of trade receivables, our allowance for credit losses is based on the financial condition of customers, the aging of receivable balances, our historical collections experience, and current and expected future macroeconomic and market conditions. Balances are written off in the period in which they are determined to be uncollectible.
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The activity related to our allowance for credit losses was as follows:
(In millions)20242023
Balance at beginning of year$34.4 $34.4 
Provision for credit losses
4.6 4.4 
Amounts written off(8.9)(6.3)
Other, including foreign currency translation(1.1)1.9 
Balance at end of year$29.0 $34.4 
The provision for credit losses was $6.9 million in 2022.
Research and Development
Research and development expense, which was included in “Marketing, general and administrative expense” in the Consolidated Statements of Income, was as follows:
(In millions)202420232022
Research and development expense$137.8 $135.8 $136.1 
Supplemental Cash Flow Information
Cash paid for interest and income taxes was as follows:
(In millions)202420232022
Interest$111.8 $109.9 $80.9 
Income taxes, net of refunds226.8 234.9 204.8 
Foreign Currency Effects
Gains and losses resulting from foreign currency transactions are included in income in the period incurred. Transactions in foreign currencies (including receivables, payables and loans denominated in currencies other than the functional currency), including hedging impacts, were not material in 2024, 2023 or 2022.
Deferred Revenue
Deferred revenue primarily relates to constrained variable consideration on supply agreements for sales of products, as well as to payments received in advance of performance under a contract. Deferred revenue is recognized as revenue as or when we perform under a contract.
The following table shows the amounts and balance sheet locations of deferred revenue as of December 28, 2024 and December 30, 2023:
(In millions)December 28, 2024December 30, 2023
Other current liabilities$15.5 $18.1 
Long-term retirement benefits and other liabilities1.2 1.3 
Total deferred revenue$16.7 $19.4 
Revenue recognized from amounts included in deferred revenue as of December 30, 2023 was $17.5 million in 2024. Revenue recognized from amounts included in deferred revenue as of December 31, 2022 was $21.0 million in 2023. Revenue recognized from amounts included in deferred revenue as of January 1, 2022 was $23.5 million in 2022. This revenue was included in “Net sales” in the Consolidated Statements of Income.
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Supplier Finance Programs
We have agreements with third-party financial institutions to facilitate payments to suppliers. These third-party financial institutions offer voluntary supply chain finance programs that enable certain of our suppliers, at the supplier’s sole discretion, to sell our payment obligations to a financial institution on terms directly negotiated with the financial institution. Participating suppliers decide which payment obligations are sold to the financial institution and we have no economic interest in a supplier’s decision to sell these payment obligations. We make payments to the financial institution on the invoice due date, regardless of whether an individual invoice is sold by the supplier to the financial institution. Our obligations to our suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers' decisions to sell amounts under these arrangements. Amounts due under our supply chain finance programs are included in accounts payable in our Consolidated Balance Sheets and activities related to these programs are presented as operating activities in our Consolidated Statements of Cash Flows. As of December 28, 2024 and December 30, 2023, the amounts due to financial institutions for suppliers that participate in these programs were $384.6 million and $397.4 million, respectively.
The activity related to our supplier finance programs was as follows:
(In millions)2024
Balance at beginning of year$397.4 
Invoices confirmed during the year
1,339.3 
Invoices paid during the year
(1,328.9)
Other, including foreign currency translation(23.2)
Balance at end of year$384.6 
Argentine Blue Chip Swap Transactions
During 2019, the Argentine government instituted exchange controls restricting the ability of entities and individuals to exchange Argentine pesos for foreign currencies or remit foreign currency out of Argentina. Due to these currency exchange restrictions, markets in Argentina use a legal trading mechanism known as the Blue Chip Swap that allows entities to transfer U.S. dollars in and out of Argentina. During 2024, we entered into Blue Chip Swap transactions that resulted in losses of approximately $10 million that we recorded in "Other expense (income), net" in our Consolidated Statements of Income. Purchases and the proceeds from sales of Argentine Blue Chip Swap securities were included in investing activities in our Consolidated Statements of Cash Flows.
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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in providing reasonable assurance that information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer as appropriate, to allow for timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting. We are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act). Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December 28, 2024.
The effectiveness of our internal control over financial reporting as of December 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.
Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. OTHER INFORMATION
There were no Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) adopted or terminated by any of our directors or executive officers during the fourth quarter of 2024.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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 24, 2025 (our “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. The information concerning executive officers required by this Item appears, in part, as referenced below. If applicable, information concerning any late filings under Section 16(a) of the Exchange Act is incorporated by reference from our 2025 Proxy Statement.
The information required by this Item concerning our Audit Committee is incorporated by reference from our 2025 Proxy Statement.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS(1)
Name and PositionAge Executive Officer
Since
Former Positions within Past Five Years/
Officer Positions with Avery Dennison
Deon M. Stander
President and
Chief Executive Officer
56August 2016
2022-2023
President and Chief Operating Officer
2015-2022Vice President and General Manager, RBIS
2013-2015
Vice President and General Manager,
Global Commercial and Innovation, RBIS
2010-2012
Vice President and General Manager,
Global Commercial, RBIS
Mitchell R. Butier
Executive Chairman
53March 2007
2022-2023
Chairman and Chief Executive Officer
2019-2022Chairman, President and Chief Executive Officer
2016-2019President and Chief Executive Officer
2015-2016President and Chief Operating Officer
2014-2015
President, Chief Operating Officer and
Chief Financial Officer
2010-2014Senior Vice President and Chief Financial Officer
2007-2010
Vice President, Global Finance, and
Chief Accounting Officer
Danny G. Allouche
Senior Vice President, Chief Strategy and Corporate Development Officer, and Interim Chief Financial Officer
50November 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
Gregory S. Lovins
Senior Vice President and
Chief Financial Officer(2)
52March 20172017Vice President and Interim Chief Financial Officer
2016-2017Vice President and Treasurer
2011-2016Vice President, Global Finance, Materials Group
Deena Baker-Nel
Senior Vice President and
Chief Human Resources Officer
54September 20202020-2022Vice President and Chief Human Resources Officer
2018-2020Vice President, Human Resources, LGM
2015-2018Vice President, Human Resources, RBIS
Nicholas R. Colisto
Senior Vice President and
Chief Information Officer
58September 20202018-2022Vice President and Chief Information Officer
2012-2018Senior Vice President and Chief Information Officer, Xylem Inc.
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Name and PositionAge Executive Officer
Since
Former Positions within Past Five Years/
Officer Positions with Avery Dennison
Francisco Melo
President, Solutions Group
51April 2023
2022-2023
Senior Vice President and General Manager, Avery Dennison Smartrac
2013-2022
Vice President and General Manager,
Avery Dennison Smartrac
2012-2013
Vice President Global Inventory Accuracy and Loss Prevention, Information Solutions Market Development
Divina F. Santiago
Vice President, Controller
55September 2023
2022-2023
Vice President, Finance
2008-2022
Senior Director, Finance
Ignacio J. Walker
Senior Vice President and
Chief Legal Officer
48September 20202020-2022Vice President and Chief Legal Officer
2020Vice President and Assistant General Counsel, Americas
2018-2019Vice President and Assistant General Counsel
2013-2017Vice President and Assistant General Counsel, RBIS
Ryan D. Yost
President, Materials Group
49March 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
______________________
(1) Executive officers are generally elected on the date of our annual stockholder meeting to serve a one-year term or until their successors are duly elected and qualified.
(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.
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Item 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference from our 2025 Proxy Statement.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated by reference from our 2025 Proxy Statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated by reference from our 2025 Proxy Statement.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated by reference from our 2025 Proxy Statement.
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PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)Financial Statements, Financial Statement Schedule and Exhibits
(1)Financial statements filed as part of this report are listed on the accompanying Index to Financial Statements.
(2) All financial statement schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto.
(3)Exhibits filed as a part of this report are listed on the accompanying Exhibit Index. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K is identified as such on the Exhibit Index.
(b)The exhibits required to be filed by Item 601 of Regulation S-K are set forth on the accompanying Exhibit Index.

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AVERY DENNISON CORPORATION
EXHIBIT INDEX
For the Year Ended December 28, 2024
Exhibit No.  Exhibit Name Originally
Filed as
Exhibit No.
Filing(1)
3.1(i)3.1Current Report on Form 8-K, filed April 29, 2011
3.1(ii)3.1
Current Report on Form 8-K, filed April 26, 2024
3.1(iii)
3.2
Current Report on Form 8-K,
filed April 26, 2024
4.1
Indenture, dated as of March 15, 1991, between Registrant and Security Pacific National Bank, as Trustee (the “1991 Indenture”)
4.1Registration Statement on Form S-3 (File No. 33-39491), filed March 19, 1991
4.2First Supplemental Indenture, dated as of March 16, 1993, between Registrant and BankAmerica National Trust Company, as successor Trustee (the “Supplemental Indenture”)4.4Registration Statement on Form S-3 (File No. 33-59642), filed March 17, 1993
4.34.1Current Report on Form 8-K, filed May 12, 1995
4.44.1Registration Statement on Form S-3 (File No. 333-64558), filed July 3, 2001
4.54.2Current Report on Form 8-K, filed January 16, 2003
4.64.4Current Report on Form 8-K, filed January 16, 2003
4.74.2Current Report on Form 8-K, filed November 20, 2007
4.84.2Current Report on Form 8-K, filed April 8, 2013
4.94.2Current Report on Form 8-K, filed March 3, 2017
4.104.2Current Report on Form 8-K, filed December 6, 2018
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Exhibit No.  Exhibit Name Originally
Filed as
Exhibit No.
Filing(1)
4.114.2Current Report on Form 8-K, filed March 11, 2020
4.124.2Current Report on Form 8-K filed on August 18, 2021
4.134.3Current Report on Form 8-K filed on August 18, 2021
4.144.2
Current Report on Form 8-K filed on March 15, 2023
4.154.2
Current Report on Form 8-K, filed on November 4, 2024
4.16†
N/A
N/A
10.110.1
Current Report on Form 8-K, filed June 27, 2024
10.2*10.11.1Quarterly Report on Form 10-Q, filed August 12, 2009
10.3*10.161994 Annual Report on Form 10-K, filed March 30, 1995
10.4*10.16.11999 Annual Report on Form 10-K, filed March 30, 2000
10.5*10.18.2Quarterly Report on Form 10-Q, filed May 10, 2011
10.6*A2012 Proxy Statement on Schedule 14A,
filed March 9, 2012
10.7*10.202014 Annual Report on Form 10-K, filed February 25, 2015
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Exhibit No.  Exhibit Name Originally
Filed as
Exhibit No.
Filing(1)
10.8*B2017 Proxy Statement on Schedule 14A, filed March 10, 2017
10.9*10.1Quarterly Report on Form 10-Q, filed May 1, 2020
10.10*10.281994 Annual Report on Form 10-K, filed March 30, 1995
10.11*10.28.11999 Annual Report on Form 10-K, filed March 30, 2000
10.12*10.28.22001 Annual Report on Form 10-K, filed March 4, 2002
10.13*4.4
Registration Statement on Form S-8, filed July 30, 2024
10.14*†
N/A
N/A
10.15*†
N/A
N/A
10.16*†
N/A
N/A
10.17*10.2Quarterly Report on Form 10-Q, filed May 1, 2020
10.18*10.382013 Annual Report on Form 10-K, filed February 26, 2014
10.19*10.392013 Annual Report on Form 10-K, filed February 26, 2014
10.20*10.402013 Annual Report on Form 10-K, filed February 26, 2014
10.21*10.412013 Annual Report on Form 10-K, filed February 26, 2014
10.22*10.2Quarterly Report on Form 10-Q, filed August 1, 2017
10.23*10.3Quarterly Report on Form 10-Q, filed August 1, 2017
10.24*10.4Quarterly Report on Form 10-Q, filed August 1, 2017
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Exhibit No.  Exhibit Name Originally
Filed as
Exhibit No.
Filing(1)
10.25*10.5Quarterly Report on Form 10-Q, filed August 1, 2017
10.26*10.6Quarterly Report on Form 10-Q, filed August 1, 2017
10.27*
10.1Quarterly Report on Form 10-Q, filed August 1, 2017
10.28*
10.1Quarterly Report on Form 10-Q,
filed May 3, 2022
10.29*
10.2Quarterly Report on Form 10-Q,
filed May 3, 2022
10.30*
10.2
Quarterly Report on Form 10-Q, filed May 2, 2023
10.31*
10.1
Quarterly Report on Form 10-Q, filed August 1, 2023
10.32*
10.2
Quarterly Report on Form 10-Q, filed August 1, 2023
10.3310.1
Quarterly Report on Form 10-Q, filed April 30, 2024
10.34†
N/AN/A
19†
N/AN/A
21†N/AN/A
23†N/AN/A
24†N/AN/A
31.1†N/AN/A
31.2†N/AN/A
32.1††N/AN/A
32.2††N/AN/A
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Exhibit No.  Exhibit Name Originally
Filed as
Exhibit No.
Filing(1)
9797
2023 Annual Report on Form
10-K, filed February 21, 2024
101.INS†††Inline XBRL Instance Filing – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentN/AN/A
101.SCH†††Inline XBRL Extension Schema FilingN/AN/A
101.CAL†††Inline XBRL Extension Calculation Linkbase FilingN/AN/A
101.DEF†††Inline XBRL Extension Definition Linkbase FilingN/AN/A
101.LAB†††Inline XBRL Extension Label Linkbase FilingN/AN/A
101.PRE†††Inline XBRL Extension Presentation Linkbase FilingN/AN/A
104†††Inline XBRL for the cover page of this Annual Report on Form 10-K, included as part of the Exhibit 101 inline XBRL document set
______________________
(1)
Unless otherwise noted, the File Number for all filings is File No. 1-7685.
*Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 15(b) of Form 10-K.
Filed herewith.
††This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. 1350, and is not being filed for purposes of Section 18 of the Exchange Act and is not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
†††Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act, are deemed not filed for purposes of Section 18 of the Exchange Act and otherwise are not subject to liability under those sections.
Item 16. FORM 10-K SUMMARY
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 AVERY DENNISON CORPORATION
 
By:
 /s/ Danny G. Allouche
 
Danny G. Allouche
 
Senior Vice President, Chief Strategy and Corporate Development Officer, and Interim Chief Financial Officer
Dated: February 26, 2025
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POWER OF ATTORNEY
Each person whose signature appears below does hereby constitute and appoint Danny G. Allouche and Ignacio J. Walker, and each of them, with full power of substitution, his or her true and lawful attorney-in-fact to act for him or her in any and all capacities, to sign this Annual Report on Form 10-K and any or all amendments or supplements thereto, and to file each of the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as he or she could do in person, hereby ratifying and confirming all that said attorneys-in-fact or substitutes, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and as of the dates indicated.
SignatureTitleDate
 
/s/ Deon M. Stander
President, Chief Executive Officer
and Director
(Principal Executive Officer)
February 26, 2025
Deon M. Stander
 
/s/ Danny G. Allouche
Senior Vice President, Chief Strategy and Corporate Development Officer, and Interim Chief Financial Officer
(Principal Financial Officer)
February 26, 2025
Danny G. Allouche
 
/s/ Divina F. Santiago
Vice President, Controller
(Principal Accounting Officer)
February 26, 2025
Divina F. Santiago
 
/s/ Mitchell R. Butier
Executive Chairman
February 26, 2025
Mitchell R. Butier
/s/ Bradley A. AlfordDirectorFebruary 26, 2025
Bradley A. Alford
 
/s/ Ward H. Dickson
DirectorFebruary 26, 2025
Ward H. Dickson
/s/ Andres A. LopezDirectorFebruary 26, 2025
Andres A. Lopez
 
/s/ Maria Fernanda Mejia
DirectorFebruary 26, 2025
Maria Fernanda Mejia
 
/s/ Francesca Reverberi
DirectorFebruary 26, 2025
Francesca Reverberi
/s/ Patrick T. SiewertDirectorFebruary 26, 2025
Patrick T. Siewert
/s/ William R. WagnerDirectorFebruary 26, 2025
William R. Wagner
94

Exhibit 4.16
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
As of December 28, 2024, Avery Dennison Corporation (“Avery Dennison”, “we”, or the “Company”) had three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) common stock, $1.00 par value per share, (ii) 1.25% Senior Notes due 2025, and (iii) 3.75% Senior Notes due 2034. The Company’s shares of common stock are listed on the New York Stock Exchange (the “NYSE”) and the Company’s Senior Notes are listed on the Nasdaq Stock Market (“Nasdaq”).
DESCRIPTION OF AVERY DENNISON CORPORATION COMMON STOCK
The following summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the applicable provisions of the Delaware General Corporation Law, or the DGCL, our Amended and Restated Certificate of Incorporation, or Amended and Restated Certificate, and our Amended and Restated Bylaws, or Bylaws. Copies of our Amended and Restated Certificate and our Bylaws are incorporated by reference as exhibits to the Annual Report on Form 10-K of which this Exhibit is a part. Refer to our Amended and Restated Certificate, our Bylaws and the applicable provisions of the DGCL for additional information.
Pursuant to our Amended and Restated Certificate, our authorized capital stock consists of 400,000,000 shares of common stock, par value $1.00 per share, and 5,000,000 shares of preferred stock, par value $1.00 per share.
We may offer from time to time shares of our common stock. We may also offer common stock issuable upon the conversion of debt securities, preferred securities or depositary shares or the exercise of warrants and pursuant to stock purchase contracts.
Voting Rights
Unless otherwise provided in our Amended and Restated Certificate, in the DGCL, or other applicable law, the holders of our common stock are entitled to one vote per share on all matters voted upon by the stockholders, subject to any preferential rights that our board of directors may grant in connection with the future issuance of preferred stock. Shares of our common stock do not have cumulative voting rights. If a quorum is present, the affirmative vote of a majority in voting power of the shares represented at the meeting and entitled to vote on any matter shall be the act of the stockholders, unless otherwise provided by the DGCL, the Amended and Restated Certificate (including the certificate of designations of preferences as to any preferred stock), or the rules and regulations of any stock exchange applicable to us or any other applicable law.
Dividend and Liquidation Rights
Each holder of common stock is entitled to receive ratably any dividends declared on the common stock by our board of directors from funds legally available for distribution. In the event of our liquidation, dissolution or winding up, after we pay all debts and other liabilities and any liquidation preference on the preferred stock, each holder of common stock would be entitled to share ratably in all of our remaining assets. The common stock has no subscription, redemption, conversion or preemptive rights. All shares of common stock are fully paid and nonassessable.
Certain Anti-Takeover Matters
Certain provisions of our organizational documents and the DGCL may have the effect of delaying, deferring or preventing a change in control. The provisions described below may also reduce our vulnerability to an unsolicited takeover attempt. The summary of the provisions set forth below does not purport to be complete and is qualified in its entirety by reference to our Amended and Restated Certificate, Bylaws and the DGCL.
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No Written Consent of Stockholders
Our Bylaws provide that stockholders are not entitled to act by written consent in lieu of a meeting. This provision could discourage potential acquisition proposals and could delay or prevent a change of control.

Advance Notice Requirements
Our Bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of stockholders. These procedures provide that notice of such stockholder proposals must be timely given in writing to the Secretary of Avery Dennison prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the anniversary date of the annual meeting for the preceding year. The notice must contain certain information specified in our Bylaws.
Delaware General Corporation Law Section 203
As a corporation organized under the laws of the State of Delaware, we are subject to Section 203 of the DGCL which restricts certain business combinations between us and an “interested stockholder” (in general, a stockholder owning 15% or more of our outstanding voting stock) or that stockholder’s affiliates or associates for a period of three years following the date on which the stockholder becomes an “interested stockholder.” The restrictions do not apply if:
 
  prior to an interested stockholder becoming such, our board of directors approves either the business combination or the transaction in which the stockholder becomes an interested stockholder;
 
  upon consummation of the transaction in which the stockholder becomes an interested stockholder, the interested stockholder owns at least 85% of our voting stock outstanding at the time the transaction commenced, subject to certain exceptions; or
 
  on or after the date an interested stockholder becomes such, the business combination is both approved by our board of directors and authorized at an annual or special meeting of our stockholders (and not by written consent) by the affirmative vote of at least 66 2/3% of the outstanding voting stock not owned by the interested stockholder.
Blank Check Preferred Stock
Our Amended and Restated Certificate provides for 5,000,000 authorized shares of “blank check” preferred stock, the terms of which may be determined by our board of directors without obtaining stockholder approval. Undesignated or “blank check” preferred stock may enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a tender offer, proxy contest, merger or otherwise, and to thereby protect the continuity of our management.
On October 23, 1997, our board of directors adopted a Rights Agreement and declared a dividend distribution of one preferred share purchase right, or a Right, on each outstanding share of our common stock. The Rights expired on October 31, 2007. We have not yet redesignated the Series A Junior Participating preferred stock underlying the Rights.
Our board of directors has no present intention to introduce additional measures that might have an anti-takeover effect; however, our board of directors expressly reserves the right to introduce these measures in the future, including, for example, by renewing the Rights, if our board determines in the exercise of its fiduciary duties that the adoption of such measure would be in the best interests of our company and stockholders.
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Listing Exchange; Transfer Agent and Registrar
Our common stock is listed on the NYSE under the symbol “AVY.” The transfer agent and registrar for our common stock is Broadridge Corporate Issuer Solutions, Inc.
 
 
DESCRIPTION OF AVERY DENNISON CORPORATION 1.25% SENIOR NOTES DUE 2025
The following description is a summary of the material provisions of the notes and the indenture (as defined below) under which the notes were issued. This description does not describe every provision of the notes or the indenture. Refer to the indenture for a complete description of what we describe in summary form in this Exhibit. The indenture has been filed as an exhibit to the Annual Report on Form 10-K of which this Exhibit is a part.
General
The notes constitute a series of debt securities issued under the Indenture, dated November 20, 2007, between Avery Dennison Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (the “trustee”), as supplemented by a Supplemental Indenture entered into between us and the trustee, as amended (together, the “indenture”). We appointed The Bank of New York Mellon, London Branch to act as paying agent solely with respect to the notes. We also appointed The Bank of New York Mellon Trust Company, N.A. to act as transfer agent and registrar.
The aggregate principal amount of the notes is €500,000,000. The notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on March 3, 2025. The notes bear interest at the rate of 1.250% per annum from March 3, 2017.
Interest on the notes is payable annually in arrears on March 3 of each year, beginning on March 3, 2018 to the persons in whose names the respective notes are registered at the close of business on the February 16 preceding the respective interest payment dates. If any payment date is not a business day, then payment will be made on the next succeeding business day, but without any additional interest or other amount.
Interest on the notes is computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the notes (or March 3, 2017 if no interest has been paid on the notes), to but excluding the next scheduled interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.
The notes do not have the benefit of any sinking fund.
The notes are represented by one or more registered notes in global form, but in certain limited circumstances may be represented by notes in definitive registered form. See “—Book-Entry Procedures” below. The notes are issued in euros and only in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof.
Listing
The notes are listed on Nasdaq under the symbol “AVY25.”
Further Issues
We may, from time to time, without notice to or consent of the holders of the notes, create and issue additional notes ranking equally and ratably with the notes in all respects (or in all respects except for the payment of interest
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accruing prior to the issue date of such additional notes or except, in some cases, for the first payment of interest following the issue date of such additional notes). Any such additional notes may be consolidated and form a single series with the notes and will have the same terms as to status, redemption or otherwise as the notes; provided, that if any such additional notes are not fungible with the notes offered hereby for U.S. federal income tax purposes, such additional notes will be issued under a different CUSIP number.
Ranking
The notes are our senior unsecured obligations and:
 
  rank equally and ratably with all of our other existing and future unsecured and unsubordinated indebtedness and other liabilities;
 
  rank senior in right of payment to all of our existing and future subordinated indebtedness, if any;
 
  are effectively junior to all of our future secured indebtedness, if any, to the extent of the value of the assets securing such indebtedness; and
 
  are structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries.
The indenture does not limit the aggregate principal amount of debt securities that the Company may issue. The indenture does not contain any provisions that would limit the ability of the Company or its Subsidiaries to incur additional unsecured indebtedness.
Issuance in Euros; Payment on the Notes
Initial holders are required to pay for the notes in euros, and all payments on the notes are payable in euros. The amount payable on any date in euros will be converted into U.S. dollars at the rate mandated by the U.S. Federal Reserve Board as of the close of business on the second business day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the most recent U.S. dollar/euro exchange rate published in The Wall Street Journal on or prior to the second business day prior to the relevant payment date, or in the event The Wall Street Journal has not published such exchange rate, such rate as determined in our sole discretion on the basis of the most recently available market exchange rate for the euro. Neither the trustee nor the paying agent has any responsibility for obtaining exchange rates, effecting conversions or otherwise handling redenominations in connection with the foregoing.
Payments and Paying Agents
We will pay principal, premium, if any, interest, additional amounts, if any, and any other amounts due on the notes in euros and to the paying agent at the corporate trust office of the trustee. We may also choose to pay interest by mailing checks or making wire transfers. We may also arrange for additional paying agent offices, and may change these offices, including our use of the trustee’s corporate trust office.
We have appointed The Bank of New York Mellon, London Branch to act as paying agent in connection with the notes, and we have appointed The Bank of New York Mellon Trust Company, N.A. to act as transfer agent and registrar. We may also choose to act as our own paying agent.
Optional Redemption
The notes are redeemable in whole or in part, at our option, at any time or from time to time at a redemption price equal to the greater of (a) 100% of the principal amount of the notes to be redeemed and (b) the sum of the
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present values of the Remaining Scheduled Payments discounted to the redemption date, not including any portion of any payments of interest accrued to the redemption date, on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate (as defined below), plus 25 basis points, plus accrued and unpaid interest thereon to, but not including, the date of redemption; provided, however, that if we redeem any notes on or after December 3, 2024 (the date falling three months prior to the maturity date of the notes), the redemption price for the notes will be equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date.
Notice of any redemption will be transmitted not less than 30 days and not more than 60 days prior to the redemption date to each holder of notes to be redeemed. In connection with any redemption of notes, any such redemption may, at our discretion, be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice will state that, in our discretion, the redemption date may be delayed until the time that any or all such conditions shall be satisfied (or waived by us in our sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions have not been satisfied (or waived by us in our sole discretion) by the redemption date (whether the original redemption date or the redemption date so delayed). In addition, we may provide in such notice that payment of the redemption price and performance of our obligations with respect to such redemption may be performed by another person.
Unless we default in payment of the redemption price, from and after the redemption date, interest will cease to accrue on the notes or portions thereof called for redemption. If less than all of the notes are to be redeemed, the notes to be redeemed will be selected by lot and may provide for the selection for redemption of a portion of the principal amount of notes held by a holder equal to an authorized denomination. If the Company redeems less than all of the notes and the notes are then held in book-entry form, the redemption will be made in accordance with the depositary’s customary procedures.
For purposes of the optional redemption provisions of the notes, the following definitions are applicable:
“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation a German government bond (Bundesanleihe) whose maturity is closest to the maturity of the notes, or if an independent investment bank selected by the Company in its discretion determines that such similar bond is not in issue, such other German government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in, German government bonds selected by such independent investment bank, determine to be appropriate for determining the Comparable Government Bond Rate.
“Comparable Government Bond Rate” means, with respect to any redemption date, the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the notes, if they were to be purchased at such price on the third business day prior to the date fixed for redemption, would be equal to the gross redemption yield on such business day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such business day as determined by an independent investment bank selected by the Company.
“Remaining Scheduled Payments” means the remaining scheduled payments of the principal and interest on the notes to be redeemed that would be due after the related redemption date but for such redemption; provided, however, that if such redemption date is not an interest payment date, the amount of the next scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to, but not including, such redemption date.

Change of Control Offer
If a Change of Control Triggering Event occurs, unless we have exercised our option to redeem the notes as described above, we will be required to make an offer (a “Change of Control Offer”) to each holder of the notes to repurchase all or any part (equal to €100,000 or an integral multiple of €1,000 in excess thereof) of that holder’s notes on the terms set forth in the notes. In a Change of Control Offer, we will be required to offer payment in cash
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equal to 101% of the aggregate principal amount of notes repurchased, plus accrued and unpaid interest, if any, on the notes repurchased to, but not including, the repurchase date (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at our option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be mailed to holders of the notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such notes on the repurchase date specified in the applicable notice, which date will be no earlier than 30 days and no later than 60 days from the date on which such notice is mailed (a “Change of Control Payment Date”).
The notice will, if mailed prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring prior to or on the applicable Change of Control Payment Date specified in the notice.
On each Change of Control Payment Date, we will, to the extent lawful:
 
  accept for payment all notes or portions of notes properly tendered pursuant to the applicable Change of Control Offer;
 
  deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered pursuant to the applicable Change of Control Offer; and
 
  deliver or cause to be delivered to the trustee the notes properly accepted together with an officer’s certificate stating the aggregate principal amount of notes or portions of notes being repurchased.
We will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us, and the third party repurchases all notes properly tendered and not withdrawn under its offer. In addition, we will not repurchase any notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
We will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the notes, we will comply with those securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Offer provisions of the notes by virtue of any such conflict.
For purposes of the Change of Control Offer provisions of the notes, the following definitions will be applicable:
“Change of Control” means the occurrence of any of the following:
A. the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of our assets and our Subsidiaries’ assets, taken as a whole, to any person, other than us or one of our Subsidiaries;
B. the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any person becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of
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our outstanding Voting Stock or other Voting Stock into which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; or
C. the adoption of a plan relating to our liquidation or dissolution.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (a) we become a direct or indirect wholly-owned Subsidiary of a holding company and (b)(1) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of our Voting Stock immediately prior to that transaction or (2) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company. The term “person,” as used in this definition, has the meaning given thereto in Section 13(d)(3) of the Exchange Act.
“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.
“Investment Grade” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB– (or the equivalent) by S&P, and the equivalent Investment Grade credit rating from any replacement Rating Agency or Rating Agencies selected by us.
“Moody’s” means Moody’s Investors Service, Inc., and its successors.
“Rating Agencies” means (a) each of Moody’s and S&P; and (b) if either Moody’s or S&P ceases to rate the notes or fails to make a rating of the notes publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by us (as certified by a resolution of the Company’s Board of Directors) as a replacement agency for Moody’s or S&P, or each of them, as the case may be.
“Rating Event” means the rating on the notes is lowered by each of the Rating Agencies and the notes are rated below Investment Grade by each of the Rating Agencies on any day within the 60-day period (which 60-day period will be extended so long as the rating of the notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier of (1) the occurrence of a Change of Control and (2) public notice of the occurrence of a Change of Control or our intention to effect a Change of Control; provided, however, that a Rating Event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform us in writing that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the Rating Event).
“S&P” means Standard & Poor’s Rating Services, a division of The McGraw Hill Companies, Inc., and its successors.
“Voting Stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.
The definition of Change of Control includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of “all or substantially all” of our assets and the assets of our Subsidiaries, taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require us to repurchase such holder’s notes as a result of a sale, transfer, conveyance of other disposition of less than all of our and our Subsidiaries’ assets, taken as a whole, to any person or group or persons may be uncertain.
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Redemption for Tax Reasons
If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any political subdivision of or taxing authority in the United States), or any change in, or amendment to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after the date of issuance, we become or, based upon a written opinion of independent counsel selected by us, there is a substantial probability that we will become, obligated to pay additional amounts as described under the heading “—Payment of Additional Amounts” below with respect to the notes, then we may at any time at our option redeem, in whole, but not in part, the notes on not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest on the notes to, but not including, the date fixed for redemption.

Payment of Additional Amounts
All payments of principal and interest in respect of the notes will be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, duties, assessments or other governmental charges of whatsoever nature required to be deducted or withheld by the United States or any political subdivision or taxing authority of or in the United States, unless such withholding or deduction is required by law or the official interpretation or administration thereof.
In the event any withholding or deduction on payments in respect of the notes for or on account of any present or future tax, assessment or other governmental charge is required to be deducted or withheld by the United States or any political subdivision or taxing authority thereof or therein, we will pay such additional amounts on the notes as will result in receipt by each holder of a note that is not a U.S. Person (as defined below) of such amounts (after all such withholding or deduction, including on any additional amounts) as would have been received by such holder had no such withholding or deduction been required. We will not be required, however, to make any payment of additional amounts for or on account of:
(a) any tax, assessment or other governmental charge that would not have been imposed but for (1) the existence of any present or former connection (other than a connection arising solely from the ownership of those notes or the receipt of payments in respect of those notes) between a holder of a note (or the beneficial owner for whose benefit such holder holds such note), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that holder or beneficial owner (if that holder or beneficial owner is an estate, trust, partnership or corporation) and the United States, including that holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor, being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in a trade or business or present in the United States or having had a permanent establishment in the United States or (2) the presentation of a note for payment on a date more than 30 days after the later of the date on which that payment becomes due and payable and the date on which payment is duly provided for;
(b) any estate, inheritance, gift, sales, transfer, capital gains, excise, personal property, wealth or similar tax, assessment or other governmental charge;
(c) any tax, assessment, or other governmental charge imposed by reason of the holder’s or beneficial owner’s past or present status as a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or as a corporation that accumulates earnings to avoid U.S. federal income tax;
(d) any tax, assessment or other governmental charge which is payable otherwise than by withholding or deducting from payment of principal of or premium, if any, or interest on such notes;
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(e) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of and premium, if any, or interest on any note if that payment can be made without withholding by at least one other paying agent;
(f) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a beneficial owner or any holder of notes to comply with a request to satisfy certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of the beneficial owner or any holder of the notes (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, W-8BEN-E, W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty), provided such beneficial owner or holder is legally able to so comply and compliance is a precondition to exemption from such tax, assessment or other governmental charge;
(g) any tax, assessment or other governmental charge imposed on interest received by or on behalf of (1) a 10-percent shareholder (as defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder of us, (2) a controlled foreign corporation that is related to us within the meaning of Section 864(d)(4) of the Code, or (3) a bank receiving interest described in Section 881(c)(3)(A) of the Code, to the extent such tax, assessment or other governmental charge would not have been imposed but for the holder’s or beneficial owner’s status as described in clauses (1) through (3) of this paragraph (g);
(h) any tax, assessment or other governmental charge required to be withheld or deducted under Sections 1471 through 1474 of the Code (or any amended or successor version of such Sections that is substantively comparable) (“FATCA”), any regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA; or
(i) any combination of items (a), (b), (c), (d), (e), (f), (g) and (h);

nor will we pay any additional amounts any holder that is not the sole beneficial owner of such notes, or a portion of such notes, or that is a fiduciary or partnership or a limited liability company, to the extent that a beneficiary or settlor with respect to that fiduciary or a member of that partnership or limited liability company or a beneficial owner thereof would not have been entitled to the payment of those additional amounts had that beneficiary, settlor, member or beneficial owner been the holder of those notes.
The notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the notes. Except as specifically provided under this heading “—Payment of Additional Amounts,” we will not be required to make any payment for any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision.
As used under this heading “—Payment of Additional Amounts” and under the heading “—Redemption for Tax Reasons,” the term “United States” means the United States of America, the states of the United States, and the District of Columbia, and the term “U.S. Person” means any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States person under any applicable U.S. Treasury regulations), or any estate or trust the income of which is subject to United States federal income taxation regardless of its source.
Any reference in the terms of the notes to any amounts in respect of the notes shall be deemed also to refer to any additional amounts which may be payable under this provision.
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Covenants
We will not be restricted by the indenture from incurring unsecured indebtedness or other obligations. We will also not be restricted by the indenture from paying dividends or making distributions on our capital stock, or purchasing or redeeming our capital stock. The indenture also will not require the maintenance of any financial ratios or specified levels of net worth or liquidity.
Restriction on Secured Debt
The Company will not, nor will it permit any of its Subsidiaries to, incur, issue, assume or guarantee any Debt secured by a Lien on any of its or any Subsidiary’s Principal Property, or on any share of capital stock or Debt of any Subsidiary, unless the Company secures or causes such Subsidiary to secure the notes equally and ratably with (or, at the Company’s option, prior to) such secured Debt, for so long as such secured Debt is so secured; provided, however, that the foregoing restrictions will not apply to Debt secured by the following:
1. any Lien existing on the date of issuance;
2. Liens on property of, or on any shares of capital stock of or Debt of, any Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary or otherwise becomes a Subsidiary;
3. Liens in the Company’s favor or in favor of any Subsidiary;
4. Liens in favor of governmental bodies to secure progress, advance or other payments pursuant to any contract or provision of any statute;
5. Liens on property existing at the time of acquisition thereof by the Company or any Subsidiary;
6. any Lien securing indebtedness incurred to finance the purchase price or cost of construction of property (or additions, substantial repairs, alterations or substantial improvements thereto), provided that such Lien and the indebtedness secured thereby are incurred within twelve months of the later of acquisition or completion of construction (or addition, repair, alteration or improvement) and full operation thereof;

7. Liens securing industrial revenue bonds, pollution control bonds or similar types of bonds;
8. mechanics and similar Liens arising in the ordinary course of business in respect of obligations not due or being contested in good faith;
9. Liens arising from deposits with, or the giving of any form of security to, any governmental agency required as a condition to the transaction of business or exercise of any privilege, franchise or license;
10. Liens for taxes, assessments or governmental charges or levies which are not then delinquent or are being contested in good faith;
11. Liens put on any property in contemplation of its disposition, provided the Company has a binding agreement to sell at the time the Lien is imposed and the Company disposes of the property within one year after the creation of the Liens and that any indebtedness secured by the Liens is without recourse to the Company or any of its Subsidiaries;
12. Liens (including judgment liens) arising from legal proceedings being contested in good faith (and, in the case of judgment liens, execution thereof is stayed); and
13. any amendment, extension, renewal or replacement of any Liens referred to in the foregoing clauses (1) through (12) inclusive or any Debt secured thereby, provided that such extension, renewal or replacement will be limited to all or part of the same property, shares of capital stock or Debt that secured the Lien extended, renewed or replaced.
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Notwithstanding the foregoing, the Company and its Subsidiaries may issue, assume or guarantee Debt secured by a Lien which would otherwise be subject to the restrictions described above, provided that the aggregate amount of all such secured Debt, together with all the Company and its Subsidiaries’ Attributable Debt with respect to sale and leaseback transactions involving Principal Properties (with the exception of such transactions which are excluded as described in “—Restriction on Sale and Leaseback Transactions” below), may not exceed 15% of Consolidated Net Tangible Assets.
Restriction on Sale and Leaseback Transactions
The Company will not, nor will it permit any of its Subsidiaries to, enter into any sale and leaseback transaction involving any Principal Property, provided, however, the Company or any of its Subsidiaries may enter into a sale and leaseback transaction if any of the following occurs:
1. the lease is for a period, including renewal rights, of not in excess of three years;
2. the sale or transfer of the Principal Property is made within a specified period after its acquisition or construction;
3. the lease secures or relates to industrial revenue bonds, pollution control bonds or other similar types of bonds;
4. the transaction is between the Company and a Subsidiary or between Subsidiaries;
5. the Company or a Subsidiary, within 360 days after the Company or a Subsidiary makes a sale or transfer, applies an amount equal to the greater of the net proceeds of the sale of the Principal Property leased pursuant to such arrangement or the fair market value of the Principal Property so leased at the time of entering into such arrangement (as determined in any manner approved by the Company’s Board of Directors) to:
a. the retirement of the notes or the Company’s other Funded Debt ranking on a parity with or senior to the notes, or the retirement of the securities or other Funded Debt of a Subsidiary; provided, however, that the amount to be applied to the retirement of the Company’s Funded Debt or a Subsidiary’s Funded Debt shall be reduced by (x) the principal amount of any notes (or other notes or debentures constituting such Funded Debt) delivered within such 360-day period to the trustee for retirement and cancellation and (y) the principal amount of such Funded Debt, other than items referred to in the preceding clause (x), voluntarily retired by the Company or a Subsidiary within 360 days after such sale; and provided further, that notwithstanding the foregoing, no retirement referred to in this subclause (a) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision, or

b. the purchase of other property which will constitute a Principal Property having a fair market value, in the Company’s determination, at least equal to the fair market value of the Principal Property leased in such sale and leaseback transaction; or
6. after giving effect to the transaction, the aggregate amount of all Attributable Debt with respect to such transactions plus all Debt secured by Liens on Principal Properties, or on shares of capital stock or Debt of Subsidiaries (with the exception of secured Debt which is excluded as described in “—Restrictions on Secured Debt” above), would not exceed 15% of Consolidated Net Tangible Assets.
Certain Definitions
The terms set forth below are defined in the indenture as follows:
“Attributable Debt” means, as to any particular lease under which any Person is at the time liable and at any date as of which the amount thereof is to be determined, the total net amount of rent required to be paid by such
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Person under such lease during the remaining primary term thereof, discounted from the respective due dates to such date at the actual percentage rate inherent in such arrangement as the Company has determined in good faith. The net amount of rent required to be paid under any such lease for any such period shall be the aggregate amount of the rent payable by the lessee with respect to such period after excluding amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated.
“Consolidated Net Tangible Assets” means the aggregate amount of assets (less applicable reserves and other properly deductible items) less (i) all liabilities, other than deferred income taxes and Funded Debt, and (ii) goodwill, trade names, trademarks, patents, organizational expenses and other like intangibles owned by the Company as well as the Company’s consolidated Subsidiaries and computed in accordance with generally accepted accounting principles.
“Debt” means debt issued, assumed or guaranteed by the Company or a Subsidiary for money borrowed.
“Funded Debt” means (i) all indebtedness for money borrowed having a maturity of more than 12 months from the date as of which the determination is made or having a maturity of 12 months or less but by its terms being renewable or extendible beyond 12 months from such date at the option of the borrower and (ii) rental obligations payable more than 12 months from such date under leases which are capitalized in accordance with generally accepted accounting principles (such rental obligations to be included as Funded Debt at the amount so capitalized and to be included for the purposes of the definition of Consolidated Net Tangible Assets both as an asset and as Funded Debt at the amount so capitalized).
“GAAP” means, with respect to any computation required or permitted under the indenture, generally accepted accounting principles in effect in the United States of America which are applicable at the date of such computation and which are consistently applied for all applicable periods.
“Lien” means any lien, mortgage or pledge.
“Person” means an individual, a corporation, a limited liability company, a partnership, a joint-stock company, a trust, an unincorporated organization or a government or an agency or political subdivision thereof.
“Principal Property” means any real property the Company or any Subsidiaries own or hereafter acquire (including related land and improvements thereon and all machinery and equipment included therein without deduction of any depreciation reserves) of which on the date as of which the determination is being made exceeds 2% of Consolidated Net Tangible Assets other than (i) any property which in the Company’s determination is not of material importance to the total business conducted by the Company and its Subsidiaries as an entirety or (ii) any portion of a particular property which is similarly found not to be of material importance to the use or operation of such property.
“Subsidiary” means, when used with respect to any Person, any corporation or other entity of which a majority of (a) the voting power of the voting equity securities or (b) in the case of a partnership of any other entity other than a corporation, the outstanding equity interests of which are owned, directly or indirectly, by such Person. For the purposes of this definition, “voting equity securities” means equity securities having voting power for the election of directors, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency.

Merger, Consolidation or Sale of Assets
The Company shall not consolidate with or merge with or into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person, unless:
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1. either the Company shall be the continuing entity or the entity (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, lease or transfer all or substantially all of the assets of the Company shall be an entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and shall expressly assume the Company’s obligations under the indenture and the performance of every covenant and condition of the indenture on the part of the Company to be performed or observed;
2. immediately after giving effect to such transaction, no default has occurred and is continuing under the indenture; and
the Company has delivered to the trustee an officer’s certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this covenant and that all conditions precedent provided for in the indenture relating to such transaction have been complied with.
Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of all or substantially all of the properties and assets of the Company in accordance with this covenant, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under the indenture and the notes.
Events of Default
An “Event of Default” means one of the following events:
1. default in any payment of interest on the notes when due and payable and the default continues for a period of 30 days;
2. default in the payment of principal of, and premium, if any, on the notes when due and payable at maturity, upon required repurchase, upon acceleration, by call for redemption or otherwise;
3. the failure of the Company for 90 days (or 120 days in the case of a breach of the reporting covenant contained in the indenture) to comply with any of its other agreements contained in the indenture or the notes after written notice of such default from the trustee or holders of at least 25% in principal amount of the outstanding notes has been received by the Company;
4. the Company fails to pay at maturity or the acceleration of any of its or its Subsidiaries’ indebtedness, other than non-recourse indebtedness, at any one time in an amount in excess of $100 million, if the indebtedness is not discharged or the acceleration is not annulled within 30 days after written notice to the Company by the trustee or the holders of at least 25% in principal amount of the outstanding notes; or
5. the Company files for bankruptcy or other specified events in bankruptcy, insolvency, receivership or reorganization occur.
If any one or more of the above-described Events of Default shall happen (other than an Event of Default specified in paragraph (5) above), then, and in each and every such case, during the continuance of any such Event of Default, the trustee or the holders of 25% or more in principal amount of the notes then outstanding may (and upon the written request of the holders of a majority in principal amount of the notes than outstanding, the trustee shall) declare the principal of and all accrued but unpaid interest on all the notes then outstanding, if not then due and payable, to be due and payable, and upon any such declaration the same shall become and be immediately due and payable, anything in the indenture or in the notes contained to the contrary notwithstanding. If an Event of Default specified in paragraph (5) above occurs, then the principal of and all accrued but unpaid interest on all the notes then
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outstanding will ipso facto become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder. Upon payment of such amounts, all obligations of the Company in respect of the payment of principal of and interest on the notes shall terminate.

If at any time after the principal of all the notes shall have been so declared to be due and payable, and before a judgment or decree for payment of the money due has been obtained by the trustee provided in the indenture:
1. the Company has paid or deposited with the trustee a sum sufficient to pay:
a. all amounts owing the trustee and any predecessor trustee under the indenture;
b. all arrears of interest, if any, upon the notes (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the notes);
c. the principal of and premium, if any, on the notes that have become due otherwise than by such declaration of acceleration and interest thereon; and
d. all other sums payable under the indenture (except the principal of the notes which would not be due and payable were it not for such declaration); and
2. every other default and Event of Default under the indenture shall have been resolved so that the conditions that caused such default or Event of Default are no longer outstanding or have otherwise been remedied to the reasonable satisfaction of the trustee or of the holders of a majority in principal amount of the notes then outstanding, or provision deemed by the trustee or by such holders to be adequate therefor shall have been made, then and in every such case the holders of a majority in principal amount of the notes then outstanding may, by written notice to the Company and the trustee, on behalf of the holders of all the notes, waive the Event of Default by reason of which the principal of the notes shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; provided, however, that no such waiver, rescission or annulment shall extend to or affect any subsequent default or Event of Default or impair any right consequent thereon.
Modification of Indenture
Changes Not Requiring Approval of Holders of the Notes
The Company (when authorized by a board resolution) and the trustee, at any time and from time to time, may enter into one or more supplemental indentures, in form satisfactory to the trustee, for any one or more of or all the following purposes:
1. to add to the covenants and agreements of the Company to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the holders of the notes, or to surrender any right or power herein conferred upon the Company;
2. to add to or change any of the provisions of the indenture to change or eliminate any restrictions on the payment of principal of or premium, if any, on the notes; provided that any such action shall not adversely affect the interests of the holders of the notes in any material respect, or to permit or facilitate the issue of the notes in uncertificated form;
3. to change or eliminate any of the provisions of the indenture; provided that any such change or elimination shall become effective only when there are no outstanding notes created prior to the execution of such supplemental indenture that are entitled to the benefit of such provision and as to which such supplemental indenture would apply;
4. to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the notes and in the indenture or any supplemental indenture;
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5. to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the notes and to add to or change any of the provisions of the indenture as shall be necessary for or facilitate the administration of the trusts hereunder by more than one trustee;

6. to secure the notes;
7. to cure any ambiguity or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture;
8. to comply with the requirements of the Trust Indenture Act or the rules and regulations of the SEC thereunder in order to effect or maintain the qualification of the indenture under the Trust Indenture Act, as contemplated by the indenture or otherwise;
9. to add guarantors or co-obligors with respect to the notes;
10. to make any change in the notes that does not adversely affect in any material respect the interests of the holders of the notes; provided that no such change shall be deemed to adversely affect the holders of the notes if such change is made to conform the terms of the notes to the terms described in the prospectus supplement related to the issuance of the notes;
11. to prohibit the authentication and delivery of additional series of notes; or
12. to establish the form and terms of the notes as permitted in the indenture or to authorize the issuance of additional debt securities previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the notes, as set forth in the indenture, or other conditions, limitations or restrictions thereafter to be observed.
Changes Requiring Approval of Holders of the Notes
With the consent of the holders of a majority in aggregate principal amount of the notes outstanding, the Company (when authorized by a board resolution) and the trustee may, from time to time and at any time, enter into an indenture or supplemental indenture for the purpose of adding any provisions to or changing in any manner or eliminating any provisions of the indenture or of modifying in any manner the rights of the holders of the notes; provided, however, that no such supplemental indenture shall, without the consent of the holder of each notes affected thereby,
1. extend the stated maturity of the principal of, or any installment of interest on, the notes, or reduce the principal amount thereof or the interest thereon or any premium payable upon redemption thereof, or extend the stated maturity of, or change the currency in which the principal of, premium, if any, or interest on the notes are denominated or payable, or impair the right to institute suit for the enforcement of any payment on or after the stated maturity thereof (or, in the case of redemption, on or after the redemption date); or
2. reduce the percentage in principal amount of the outstanding notes, the consent of whose holders is required for any supplemental indenture, or the consent of whose holders is required for any waiver of compliance with certain provisions of the indenture or certain defaults under the indenture and their consequences provided for in the indenture; or
3. modify any of the provisions of the indenture relating to supplemental indentures and waivers of certain covenants and past defaults, except to increase any of the respective percentages referred to therein or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each notes affected thereby; or
4. modify, without the written consent of the trustee, the rights, duties or immunities of the trustee.
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It will not be necessary for any act of holders under the preceding paragraph to approve the particular form of any proposed supplemental indenture, but it will be sufficient if such act will approve the substance thereof.
Effect of Supplemental Indenture
A supplemental indenture which changes or eliminates any covenant or other provision of the indenture with respect to the notes or which modifies the rights of the holders of the notes with respect to such covenant or other provision, will be deemed not to affect the rights under the indenture of holders of other series of debt securities. Similarly, a supplemental indenture which changes or eliminates any covenant or other provision of the indenture with respect to debt securities of any other series or which modifies the rights of the holders of debt securities of any other series with respect to such covenant or other provision, will be deemed not to affect the rights under the indenture of holders of the notes.

Defeasance and Discharge
The indenture shall, at the Company’s option, cease to be of further effect and the trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the indenture, when,
1. either:
a. all notes theretofore authenticated and delivered (other than (i) notes that have been destroyed, lost or stolen and that have been replaced or paid and (ii) notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the trustee for cancellation; or
b. all notes not theretofore delivered to the trustee for cancellation,
(1) have become due and payable, or
(2) will become due and payable at maturity within one year, or
(3) are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice by the trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on the notes for principal, premium, if any, and interest to the date of such deposit or to the stated maturity or redemption date, as the case may be; provided, however, in the event a petition for relief under federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, is filed with respect to the Company within 91 days after the deposit and the trustee is required to return the moneys then on deposit with the trustee to the Company, the obligations of the Company under the indenture shall not be deemed terminated or discharged;
2. the Company has paid or caused to be paid all other sums payable hereunder by the Company; and
3. the Company has delivered to the trustee an officer’s certificate and an opinion of counsel each stating that all conditions precedent provided for in the indenture relating to the satisfaction and discharge of the indenture have been complied with.
At the Company’s option, either (a) the Company shall be deemed to have been Discharged from its obligations with respect to the notes on the first day after the applicable conditions set forth below have been satisfied or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in “—Covenants” above at any time after the applicable conditions set forth below have been satisfied:
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1. the Company shall have deposited or caused to be deposited irrevocably with the trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the notes (A) money in an amount, or (B) U.S. Government Obligations that through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount or (C) a combination of (A) and (B), sufficient to pay and discharge each installment of principal of, premium, if any, and interest on, the notes on the dates such installments of principal, premium, if any, and interest are due;
2. no Event of Default or event (including such deposit) that, with notice or lapse of time, or both, would become an Event of Default with respect to the notes shall have occurred and be continuing on the date of such deposit; and
3. the Company shall have delivered to the trustee an opinion of counsel to the effect that holders and beneficial owners of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this paragraph and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such action had not been exercised and, in the case of the notes being Discharged, such opinion shall be based on either a change in applicable U.S. federal income tax law since the date of the indenture or a ruling received by the Company from, or that is published by, the U.S. Internal Revenue Service.
“Discharged” means that the Company will be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the notes and to have satisfied all the obligations under the indenture relating to the notes (and the trustee, at the expense of the Company, will have executed proper instruments acknowledging the same), except (a) the rights of holders of the notes to receive, from the trust fund described in paragraph (1) above, payment of the principal of, premium, if any, and interest on such notes when such payments are due, (b) the Company’s obligations with respect to the notes under the indenture and (c) the rights, powers, trusts, duties and immunities of the trustee under the indenture.
“U.S. Government Obligations” means securities that are (a) direct obligations of the United States for the payment of which its full faith and credit is pledged, or (b) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, which, in the case of clause (a) or (b) above, are not callable or redeemable at the option of the issuer thereof, and will also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt.
Liability for Notes
No recourse shall be had for the payment of the principal of, premium, if any, or interest on, the notes or for any claim based thereon or otherwise in respect thereof or of the indebtedness represented thereby, or upon any obligation, covenant or agreement of the indenture, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that the indenture and the notes are solely corporate obligations, and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, because of the incurring of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants, promises or agreements contained in the indenture or in the notes, or to be implied herefrom or therefrom, and that all
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liability, if any, of that character against every such incorporator, stockholder, officer and director is, by the acceptance of the notes and as a condition of, and as part of the consideration for, the execution of the indenture and the issue of the notes expressly waived and released.
Book-Entry Procedures
Global Clearance and Settlement
The notes were issued in the form of one or more global notes (each a “global note”) in fully registered form, without coupons, and were deposited on the closing date with, or on behalf of, a common depositary, and registered in the name of the nominee of the common depositary, for, and in respect of interests held through, Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”). Except as described herein, certificates will not be issued in exchange for beneficial interests in the global notes.
Except as set forth below, the global notes may be transferred, in whole and not in part, only to a common depositary for Euroclear or Clearstream or their nominee.
Beneficial interests in the global notes will be represented, and transfers of such beneficial interests will be effected, through accounts of financial institutions acting on behalf of beneficial owners as direct or indirect participants in Euroclear or Clearstream. Those beneficial interests will be in denominations of €100,000 and integral multiples of €1,000 in excess thereof. Investors may hold notes directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations that are participants in such systems. It is possible that the clearing systems may process trades that could result in amounts being held in denominations smaller than the minimum denominations. If definitive notes are required to be issued in relation to such notes in accordance with the provisions of the relevant global notes, a holder who does not have the minimum denomination or a multiple of €1,000 in excess thereof in its account with the relevant clearing system at the relevant time may not receive all of its entitlement in the form of definitive notes unless and until such time as its holding satisfies the minimum denomination requirement.

Owners of beneficial interests in the global notes will not be entitled to have notes registered in their names, and will not receive or be entitled to receive physical delivery of notes in definitive form. Except as provided below, beneficial owners will not be considered the owners or holders of the notes under the indenture, including for purposes of receiving any reports delivered by us or the trustee pursuant to the indenture. Accordingly, each beneficial owner must rely on the procedures of the clearing systems and, if such person is not a participant of the clearing systems, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the indenture. Under existing industry practices, if we request any action of holders or a beneficial owner desires to give or take any action which a holder is entitled to give or take under the indenture, the clearing systems would authorize their participants holding the relevant beneficial interests to give or take action and the participants would authorize beneficial owners owning through the participants to give or take such action or would otherwise act upon the instructions of beneficial owners. Conveyance of notices and other communications by the clearing systems to their participants, by the participants to indirect participants and by the participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in certificated form. These limits and laws may impair the ability to transfer beneficial interests in global notes.
Persons who are not Euroclear or Clearstream participants may beneficially own notes held by the common depositary for Euroclear and Clearstream only through direct or indirect participants in Euroclear and Clearstream. So long as the common depositary for Euroclear and Clearstream is the registered owner of the global note, the common depositary for all purposes will be considered the sole holder of the notes represented by the global note under the indenture and the global notes.
Certificated Notes
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If the applicable depositary is at any time unwilling or unable to continue as depositary for any of the global notes and a successor depositary is not appointed by us within 90 days, or if we have been notified that both Clearstream and Euroclear have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system is available, we will issue the notes in definitive registered form in exchange for the applicable global notes. We will also issue the notes in definitive registered form in exchange for the global notes if an event of default has occurred with regard to the notes represented by the global notes and has not been cured or waived. In addition, we may at any time and in our sole discretion determine not to have the notes represented by the global notes and, in that event, will issue the notes in definitive registered form in exchange for the global notes. In any such instance, an owner of a beneficial interest in the global notes will be entitled to physical delivery in definitive registered form of the notes represented by the global notes equal in principal amount to such beneficial interest and to have such notes registered in its name. The notes so issued in definitive form will be issued as registered in minimum denominations of €100,000 and integral multiples of €1,000 thereafter, unless otherwise specified by us. The notes in definitive form can be transferred by presentation for registration to the registrar at our office or agency for such purpose and must be duly endorsed by the holder or his attorney duly authorized in writing, or accompanied by a written instrument or instruments of transfer in form satisfactory to us or the registrar duly executed by the holder or his attorney duly authorized in writing. We may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of definitive notes.
Clearing Systems
We have been advised by Euroclear and Clearstream, respectively, as follows:
Euroclear. Euroclear advises that it was created in 1968 to hold securities for its participants and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear provides various other services, including securities lending and borrowing, and interfaces with domestic markets in several countries. All operations are conducted by Euroclear Bank, S.A./N.V. and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with Euroclear Bank, not the cooperative. The cooperative establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters (“Euroclear participants”). Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.
Securities clearance accounts and cash accounts with the Euroclear Bank are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law (collectively, the “Euroclear terms and conditions”). The Euroclear terms and conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payment with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Bank acts under the Euroclear terms and conditions only on behalf of Euroclear participants, and has no record of or relationship with persons holding through Euroclear participants.

Distributions with respect to notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear participants in accordance with the Euroclear terms and conditions, to the extent received by the Euroclear Bank and by Euroclear.
Clearstream. Clearstream is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for Clearstream participants, and facilitates the clearance and settlement of securities transactions between Clearstream participants through electronic book-entry changes in accounts of Clearstream participants, thereby eliminating the need for physical movement of certificates. Clearstream provides to its
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participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream also deals with domestic securities markets in several countries. As a professional depositary, Clearstream is subject to regulation by the Luxembourg Monetary Institute. Clearstream participants are financial institutions around the world, including securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include the underwriters. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through, or maintain a custodial relationship with, a Clearstream participant either directly or indirectly.
Distributions with respect to the notes held beneficially through Clearstream will be credited to cash accounts of Clearstream participants in accordance with its rules and procedures, to the extent received by Clearstream.
Euroclear and Clearstream Arrangements
So long as Euroclear or Clearstream or their nominee or their common depositary is the registered holder of the global notes, Euroclear, Clearstream or their nominee or their common depositary is the registered holder of the global notes, Euroclear, Clearstream or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by such notes for all purposes under the indenture and the notes. Payments of principal, interest and premium, if any, in respect of the global notes will be made to Euroclear, Clearstream, such nominee or such common depositary, as the case may be, as registered holder thereof. None of us, the trustee, the paying agent, any underwriter and any affiliate of any of the above or any person by whom any of the above is controlled (as such term is defined in the U.S. Securities Act of 1933, as amended (the “Securities Act”)) will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the global notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Distributions of principal, premium, if any, and interest with respect to the global note will be credited in euros to the extent received by Euroclear or Clearstream from the trustee or the paying agent, as applicable, to the cash accounts of Euroclear or Clearstream customers in accordance with the relevant system’s rules and procedures.
Because Euroclear and Clearstream can only act on behalf of participants, who in turn act on behalf of indirect participants, the ability of a person having an interest in the global notes to pledge such interest to persons or entities which do not participate in the relevant clearing system, or otherwise take actions in respect of such interest, may be affected by the lack of a physical certificate in respect of such interest.
The holdings of book-entry interests in the global notes through Euroclear and Clearstream will be reflected in the book-entry accounts of each such institution. As necessary, the registrar will adjust the amounts of the global notes on the register for the accounts of the common depositary to reflect the amounts of notes held through Euroclear and Clearstream, respectively.
Initial Settlement
Investors holding their notes through Euroclear or Clearstream accounts will follow the settlement procedures applicable to conventional eurobonds in registered form. Subject to applicable procedures of Clearstream and Euroclear, notes will be credited to the securities custody accounts of Euroclear and Clearstream holders on the settlement date against payment for value on the settlement date.
Secondary Market Trading
Because the purchaser determines the place of delivery, it is important to establish at the time of trading of any notes where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date.
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Secondary market sales of book-entry interests in the notes held through Euroclear or Clearstream to purchasers of book-entry interests in the global notes through Euroclear or Clearstream will be conducted in accordance with the normal rules and operating procedures of Euroclear and Clearstream and will be settled using the procedures applicable to conventional eurobonds in same-day funds.

Investors will only be able to make and receive deliveries, payments and other communications involving the notes through Euroclear and Clearstream on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.
In addition, because of time-zone differences there may be problems with completing transactions involving Euroclear and Clearstream on the same business day as in the United States. U.S. investors who wish to transfer their interests in the notes, or to make or receive a payment or delivery of the notes, on a particular day, may find that the transactions will not be performed until the next business day in Luxembourg or Brussels, depending on whether Euroclear or Clearstream is used.
Euroclear and Clearstream will credit payments to the cash accounts of Euroclear participants or Clearstream customers in accordance with the relevant system’s rules and procedures, to the extent received by its depositary. Clearstream or the Euroclear Operator, as the case may be, will take any other action permitted to be taken by a holder under the indenture on behalf of a Euroclear participant or Clearstream customer only in accordance with its relevant rules and procedures.
Euroclear and Clearstream have agreed to the foregoing procedures in order to facilitate transfers of the notes among participants of Euroclear and Clearstream. However, they are under no obligation to perform or continue to perform those procedures, and they may discontinue those procedures at any time.
The information in this section concerning Euroclear and Clearstream and their book-entry systems has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy of that information. In addition, the description of the clearing systems in this section reflects our understanding of the rules and procedures of Clearstream and Euroclear as they are currently in effect. Those clearing systems could change their rules and procedures at any time.
None of the Company, the underwriters or the trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of the beneficial interests in a global note, or for maintaining, supervising or reviewing any records relating to such beneficial interests.
Governing Law
The indenture and the notes are governed by and construed in accordance with the laws of the State of New York.
Concerning the Trustee
The trustee has provided various services to us in the past and may do so in the future in the ordinary course of its regular business.

 
DESCRIPTION OF AVERY DENNISON CORPORATION 3.75% SENIOR NOTES DUE 2034
The following description is a summary of the material provisions of the notes and the indenture (as defined below) under which the notes were issued. This description does not describe every provision of the notes or the
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indenture. Refer to the indenture for a complete description of what we describe in summary form in this Exhibit. The indenture has been filed as an exhibit to the Annual Report on Form 10-K of which this Exhibit is a part.
General
The notes constitute a series of debt securities issued under the Indenture, dated November 20, 2007, between Avery Dennison Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (the “trustee”), as supplemented by a Supplemental Indenture entered into between us and the trustee, as amended (together, the “indenture”). We appointed The Bank of New York Mellon, London Branch to act as paying agent solely with respect to the notes. We also appointed The Bank of New York Mellon Trust Company, N.A. to act as transfer agent and registrar.
The aggregate principal amount of the notes is €500,000,000. The notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on November 4, 2034. The notes bear interest at the rate of 3.750% per annum from November 4, 2034.
Interest on the notes is payable annually in arrears on November 4 of each year, beginning on November 4, 2025 to the persons in whose names the respective notes are registered at the close of business on the October 21 preceding the respective interest payment dates. If any payment date is not a business day, then payment will be made on the next succeeding business day, but without any additional interest or other amount.
Interest on the notes is computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the notes (or November 4, 2024 if no interest has been paid on the notes), to but excluding the next scheduled interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.
The notes do not have the benefit of any sinking fund.
The notes are represented by one or more registered notes in global form, but in certain limited circumstances may be represented by notes in definitive registered form. See “—Book-Entry Procedures” below. The notes are issued in euros and only in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof.
Listing
The notes are listed on Nasdaq under the symbol “AVY34.”
Further Issues
We may, from time to time, without notice to or consent of the holders of the notes, create and issue additional notes ranking equally and ratably with the notes in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such additional notes or except, in some cases, for the first payment of interest following the issue date of such additional notes). Any such additional notes may be consolidated and form a single series with the notes and will have the same terms as to status, redemption or otherwise as the notes; provided, that if any such additional notes are not fungible with the notes offered hereby for U.S. federal income tax purposes, such additional notes will be issued under a different CUSIP number.
Ranking
The notes are our senior unsecured obligations and:
  rank equally and ratably with all of our other existing and future unsecured and unsubordinated indebtedness and other liabilities;
 
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  rank senior in right of payment to all of our existing and future subordinated indebtedness, if any;
 
  are effectively junior to all of our future secured indebtedness, if any, to the extent of the value of the assets securing such indebtedness; and
 
  are structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries.
The indenture does not limit the aggregate principal amount of debt securities that the Company may issue. The indenture does not contain any provisions that would limit the ability of the Company or its Subsidiaries to incur additional unsecured indebtedness.
Issuance in Euros; Payment on the Notes
Initial holders are required to pay for the notes in euros, and all payments on the notes are payable in euros. The amount payable on any date in euros will be converted into U.S. dollars at the rate mandated by the U.S. Federal Reserve Board as of the close of business on the second business day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the most recent U.S. dollar/euro exchange rate published in The Wall Street Journal on or prior to the second business day prior to the relevant payment date, or in the event The Wall Street Journal has not published such exchange rate, such rate as determined in our sole discretion on the basis of the most recently available market exchange rate for the euro. Neither the trustee nor the paying agent has any responsibility for obtaining exchange rates, effecting conversions or otherwise handling redenominations in connection with the foregoing.
Payments and Paying Agents
We will pay principal, premium, if any, interest, additional amounts, if any, and any other amounts due on the notes in euros and to the paying agent at the corporate trust office of the trustee. We may also choose to pay interest by mailing checks or making wire transfers. We may also arrange for additional paying agent offices, and may change these offices, including our use of the trustee’s corporate trust office.
We have appointed The Bank of New York Mellon, London Branch to act as paying agent in connection with the notes, and we have appointed The Bank of New York Mellon Trust Company, N.A. to act as transfer agent and registrar. We may also choose to act as our own paying agent.
Optional Redemption
Prior to August 4, 2034 (the date falling three months prior to the maturity date of the notes) (the “Par Call Date”), the notes are redeemable in whole or in part, at our option, at any time or from time to time at a redemption price equal to the greater of (a) 100% of the principal amount of the notes to be redeemed and (b) an amount equal to the sum of the present values of the Remaining Scheduled Payments of principal and interest thereon that would have been payable in respect of the notes calculated as if the maturity date of the notes was the Par Call Date, not including any portion of any payments of interest accrued to the redemption date, discounted to such redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate, plus 25 basis points, plus, in the case of each of (i) and (ii), accrued and unpaid interest on the notes, if any, to, but not including, the redemption date.
Notice of any redemption will be transmitted not less than 10 days and not more than 60 days prior to the redemption date to each holder of notes to be redeemed. In connection with any redemption of notes, any such redemption may, at our discretion, be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice will state that, in our discretion, the redemption date may be delayed until the time that any or all such conditions shall be satisfied (or waived by us in
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our sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions have not been satisfied (or waived by us in our sole discretion) by the redemption date (whether the original redemption date or the redemption date so delayed). In addition, we may provide in such notice that payment of the redemption price and performance of our obligations with respect to such redemption may be performed by another person.
Unless we default in payment of the redemption price, from and after the redemption date, interest will cease to accrue on the notes or portions thereof called for redemption. If less than all of the notes are to be redeemed, the notes to be redeemed will be selected by lot and may provide for the selection for redemption of a portion of the principal amount of notes held by a holder equal to an authorized denomination. If the Company redeems less than all of the notes and the notes are then held in book-entry form, the redemption will be made in accordance with the depositary’s customary procedures.
For purposes of the optional redemption provisions of the notes, the following definitions are applicable:
“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation a German government bond (Bundesanleihe) whose maturity is closest to the Par Call Date, or if an independent investment bank selected by the Company in its discretion determines that such similar bond is not in issue, such other German government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in, German government bonds selected by such independent investment bank, determine to be appropriate for determining the Comparable Government Bond Rate.
“Comparable Government Bond Rate” means, with respect to any redemption date, the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the notes, if they were to be purchased at such price on the third business day prior to the date fixed for redemption, would be equal to the gross redemption yield on such business day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such business day as determined by an independent investment bank selected by the Company.
“Remaining Scheduled Payments” means the remaining scheduled payments of the principal and interest on the notes to be redeemed that would be due after the related redemption date but for such redemption; provided, however, that if such redemption date is not an interest payment date, the amount of the next scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to, but not including, such redemption date.

Change of Control Offer
If a Change of Control Triggering Event occurs, unless we have exercised our option to redeem the notes as described above, we will be required to make an offer (a “Change of Control Offer”) to each holder of the notes to repurchase all or any part (equal to €100,000 or an integral multiple of €1,000 in excess thereof) of that holder’s notes on the terms set forth in the notes. In a Change of Control Offer, we will be required to offer payment in cash equal to 101% of the aggregate principal amount of notes repurchased, plus accrued and unpaid interest, if any, on the notes repurchased to, but not including, the repurchase date (a “Change of Control Payment”), subject to the rights of the holders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control Triggering Event or, at our option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be mailed (or electronically delivered) to holders of the notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such notes on the repurchase date specified in the applicable notice, which date will be no earlier than 30 days and no later than 60 days from the date on which such notice is mailed (or electronically delivered) (a “Change of Control Payment Date”).
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The notice will, if mailed (or electronically delivered) prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring prior to or on the applicable Change of Control Payment Date specified in the notice.
On each Change of Control Payment Date, we will, to the extent lawful:
 
  accept for payment all notes or portions of notes properly tendered pursuant to the applicable Change of Control Offer;
 
  deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered pursuant to the applicable Change of Control Offer; and
 
  deliver or cause to be delivered to the trustee the notes properly accepted together with an officer’s certificate stating the aggregate principal amount of notes or portions of notes being repurchased.
We will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us, and the third party repurchases all notes properly tendered and not withdrawn under its offer. In addition, we will not repurchase any notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
We will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the notes, we will comply with those securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Offer provisions of the notes by virtue of any such conflict.
For purposes of the Change of Control Offer provisions of the notes, the following definitions will be applicable:
“Change of Control” means the occurrence of any of the following:
A. the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of our assets and our Subsidiaries’ assets, taken as a whole, to any person, other than us or one of our Subsidiaries;
B. the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any person becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of our outstanding Voting Stock or other Voting Stock into which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; or
C. the adoption of a plan relating to our liquidation or dissolution.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (a) we become a direct or indirect wholly-owned Subsidiary of a holding company and (b)(1) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as
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the holders of our Voting Stock immediately prior to that transaction or (2) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company. The term “person,” as used in this definition, has the meaning given thereto in Section 13(d)(3) of the Exchange Act.
“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.
“Investment Grade” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB– (or the equivalent) by S&P, and the equivalent Investment Grade credit rating from any replacement Rating Agency or Rating Agencies selected by us.
“Moody’s” means Moody’s Investors Service, Inc., and its successors.
“Rating Agencies” means (a) each of Moody’s and S&P; and (b) if either Moody’s or S&P ceases to rate the notes or fails to make a rating of the notes publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by us (as certified by a resolution of the Company’s Board of Directors) as a replacement agency for Moody’s or S&P, or each of them, as the case may be.
“Rating Event” means the rating on the notes is lowered by each of the Rating Agencies and the notes are rated below Investment Grade by each of the Rating Agencies on any day within the 60-day period (which 60-day period will be extended so long as the rating of the notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier of (1) the occurrence of a Change of Control and (2) public notice of the occurrence of a Change of Control or our intention to effect a Change of Control; provided, however, that a Rating Event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform us in writing that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the Rating Event). The trustee will not be charged with knowledge of, or be responsible for monitoring, the ratings of the notes.
“S&P” means S&P Global Ratings, and its successors.
“Voting Stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.
The definition of Change of Control includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of “all or substantially all” of our assets and the assets of our Subsidiaries, taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require us to repurchase such holder’s notes as a result of a sale, transfer, conveyance of other disposition of less than all of our and our Subsidiaries’ assets, taken as a whole, to any person or group or persons may be uncertain.
Redemption for Tax Reasons
If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws or treaties) of the United States (or any political subdivision of or taxing authority in the United States), or any change in, or amendment to, an official position regarding the application or interpretation of such laws, regulations, rulings or treaties, which change or amendment is announced or becomes effective on or after the date of issuance, we become or, based upon a written opinion of independent counsel selected by us, there is a substantial probability that we will become, obligated to pay additional amounts as described under the heading “—Payment of Additional
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Amounts” below with respect to the notes, then we may at any time at our option redeem, in whole, but not in part, the notes on not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest on the notes to, but not including, the date fixed for redemption.

Payment of Additional Amounts
All payments of principal and interest in respect of the notes will be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, duties, assessments or other governmental charges of whatsoever nature required to be deducted or withheld by the United States or any political subdivision or taxing authority thereof or therein, unless such withholding or deduction is then required by law or the official interpretation or administration thereof.
In the event any withholding or deduction on payments in respect of the notes for or on account of any present or future tax, assessment or other governmental charge is required to be deducted or withheld by the United States or any political subdivision or taxing authority thereof or therein, we will pay such additional amounts on the notes as will result in receipt by each holder of a note that is not a U.S. Person (as defined below) of such amounts (after all such withholding or deduction, including on any additional amounts) as would have been received by such holder had no such withholding or deduction been required. We will not be required, however, to make any payment of additional amounts for or on account of:
(a) any tax, assessment or other governmental charge that would not have been imposed but for (1) the existence of any present or former connection (other than a connection arising solely from the ownership of those notes or the receipt of payments in respect of those notes) between a holder of a note (or the beneficial owner for whose benefit such holder holds such note), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that holder or beneficial owner (if that holder or beneficial owner is an estate, trust, partnership or corporation) and the United States, including that holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor, being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in a trade or business or present in the United States or having had a permanent establishment in the United States or (2) the presentation of a note for payment on a date more than 30 days after the later of the date on which that payment becomes due and payable and the date on which payment is duly provided for;
(b) any estate, inheritance, gift, sales, transfer, capital gains, excise, personal property, wealth or similar tax, assessment or other governmental charge;
(c) any tax, assessment, or other governmental charge imposed by reason of the holder’s or beneficial owner’s past or present status as a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or as a corporation that accumulates earnings to avoid U.S. federal income tax;
(d) any tax, assessment or other governmental charge which is payable otherwise than by withholding or deducting from payment of principal of or premium, if any, or interest on such notes;
(e) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of and premium, if any, or interest on any note if that payment can be made without withholding by at least one other paying agent;
(f) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a beneficial owner or any holder of notes that is not a U.S. Person to establish its status as such when doing so is required in order to qualify for exemption for U.S. withholding tax or to otherwise satisfy certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the
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United States of the beneficial owner or any holder of the notes (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, W-8BEN-E, W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty that is necessary to qualify for exemption or reduction of the applicable rate of U.S. withholding tax);
(g) any tax, assessment or other governmental charge imposed on interest due to the holder’s or beneficial owner’s status as (A) a 10-percent shareholder (as defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company, (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Code, or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Code;
(h) any tax, assessment or other governmental charge required to be withheld or deducted under Sections 1471 through 1474 of the Code (or any amended or successor version of such Sections that is substantively comparable) (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”), any regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA; or
(i) any combination of items (a), (b), (c), (d), (e), (f), (g) and (h);

nor will we pay any additional amounts to any holder that is not the sole beneficial owner of such notes, or a portion of such notes, or that is a fiduciary or partnership or a limited liability company, to the extent that a beneficiary or settlor with respect to that fiduciary or a member of that partnership or limited liability company or a beneficial owner thereof would not have been entitled to the payment of those additional amounts had that beneficiary, settlor, member or beneficial owner been the holder of those notes.
The notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the notes. Except as specifically provided under this heading “—Payment of Additional Amounts,” we will not be required to make any payment for any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision.
As used under this heading “—Payment of Additional Amounts” and under the heading “—Redemption for Tax Reasons,” the term “United States” means the United States of America, the states of the United States, and the District of Columbia, and the term “U.S. Person” means any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States person under any applicable U.S. Treasury regulations), or any estate or trust the income of which is subject to United States federal income taxation regardless of its source.
Any reference in the terms of the notes to any amounts in respect of the notes shall be deemed also to refer to any additional amounts which may be payable under this provision.
Covenants
We will not be restricted by the indenture from incurring unsecured indebtedness or other obligations. We will also not be restricted by the indenture from paying dividends or making distributions on our capital stock, or purchasing or redeeming our capital stock. The indenture also will not require the maintenance of any financial ratios or specified levels of net worth or liquidity.
Restriction on Secured Debt
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The Company will not, nor will it permit any of its Subsidiaries to, incur, issue, assume or guarantee any Debt secured by a Lien on any of its or any Subsidiary’s Principal Property, or on any share of capital stock or Debt of any Subsidiary, unless the Company secures or causes such Subsidiary to secure the notes equally and ratably with (or, at the Company’s option, prior to) such secured Debt, for so long as such secured Debt is so secured; provided, however, that the foregoing restrictions will not apply to Debt secured by the following:
1. any Lien existing on the date of issuance;
2. Liens on property of, or on any shares of capital stock of or Debt of, any Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary or otherwise becomes a Subsidiary;
3. Liens in the Company’s favor or in favor of any Subsidiary;
4. Liens in favor of governmental bodies to secure progress, advance or other payments pursuant to any contract or provision of any statute;
5. Liens on property existing at the time of acquisition thereof by the Company or any Subsidiary;
6. any Lien securing indebtedness incurred to finance the purchase price or cost of construction of property (or additions, substantial repairs, alterations or substantial improvements thereto), provided that such Lien and the indebtedness secured thereby are incurred within twelve months of the later of acquisition or completion of construction (or addition, repair, alteration or improvement) and full operation thereof;

7. Liens securing industrial revenue bonds, pollution control bonds or similar types of bonds;
8. mechanics and similar Liens arising in the ordinary course of business in respect of obligations not due or being contested in good faith;
9. Liens arising from deposits with, or the giving of any form of security to, any governmental agency required as a condition to the transaction of business or exercise of any privilege, franchise or license;
10. Liens for taxes, assessments or governmental charges or levies which are not then delinquent or are being contested in good faith;
11. Liens put on any property in contemplation of its disposition, provided the Company has a binding agreement to sell at the time the Lien is imposed and the Company disposes of the property within one year after the creation of the Liens and that any indebtedness secured by the Liens is without recourse to the Company or any of its Subsidiaries;
12. Liens (including judgment liens) arising from legal proceedings being contested in good faith (and, in the case of judgment liens, execution thereof is stayed); and
13. any amendment, extension, renewal or replacement of any Liens referred to in the foregoing clauses (1) through (12) inclusive or any Debt secured thereby, provided that such extension, renewal or replacement will be limited to all or part of the same property, shares of capital stock or Debt that secured the Lien extended, renewed or replaced.
Notwithstanding the foregoing, the Company and its Subsidiaries may issue, assume or guarantee Debt secured by a Lien which would otherwise be subject to the restrictions described above, provided that the aggregate amount of all such secured Debt, together with all the Company and its Subsidiaries’ Attributable Debt with respect to sale and leaseback transactions involving Principal Properties (with the exception of such transactions which are excluded as described in “—Restriction on Sale and Leaseback Transactions” below), may not exceed 15% of Consolidated Net Tangible Assets.
Restriction on Sale and Leaseback Transactions
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The Company will not, nor will it permit any of its Subsidiaries to, enter into any sale and leaseback transaction involving any Principal Property, provided, however, the Company or any of its Subsidiaries may enter into a sale and leaseback transaction if any of the following occurs:
1. the lease is for a period, including renewal rights, of not in excess of three years;
2. the sale or transfer of the Principal Property is made within a specified period after its acquisition or construction;
3. the lease secures or relates to industrial revenue bonds, pollution control bonds or other similar types of bonds;
4. the transaction is between the Company and a Subsidiary or between Subsidiaries;
5. the Company or a Subsidiary, within 360 days after the Company or a Subsidiary makes a sale or transfer, applies an amount equal to the greater of the net proceeds of the sale of the Principal Property leased pursuant to such arrangement or the fair market value of the Principal Property so leased at the time of entering into such arrangement (as determined in any manner approved by the Company’s Board of Directors) to:
a. the retirement of the notes or the Company’s other Funded Debt ranking on a parity with or senior to the notes, or the retirement of the securities or other Funded Debt of a Subsidiary; provided, however, that the amount to be applied to the retirement of the Company’s Funded Debt or a Subsidiary’s Funded Debt shall be reduced by (x) the principal amount of any notes (or other notes or debentures constituting such Funded Debt) delivered within such 360-day period to the trustee for retirement and cancellation and (y) the principal amount of such Funded Debt, other than items referred to in the preceding clause (x), voluntarily retired by the Company or a Subsidiary within 360 days after such sale; and provided further, that notwithstanding the foregoing, no retirement referred to in this subclause (a) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision, or

b. the purchase of other property which will constitute a Principal Property having a fair market value, in the Company’s determination, at least equal to the fair market value of the Principal Property leased in such sale and leaseback transaction; or
6. after giving effect to the transaction, the aggregate amount of all Attributable Debt with respect to such transactions plus all Debt secured by Liens on Principal Properties, or on shares of capital stock or Debt of Subsidiaries (with the exception of secured Debt which is excluded as described in “—Restrictions on Secured Debt” above), would not exceed 15% of Consolidated Net Tangible Assets.
Certain Definitions
The terms set forth below are defined in the indenture as follows:
“Attributable Debt” means, as to any particular lease under which any Person is at the time liable and at any date as of which the amount thereof is to be determined, the total net amount of rent required to be paid by such Person under such lease during the remaining primary term thereof, discounted from the respective due dates to such date at the actual percentage rate inherent in such arrangement as the Company has determined in good faith. The net amount of rent required to be paid under any such lease for any such period shall be the aggregate amount of the rent payable by the lessee with respect to such period after excluding amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated.
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“Consolidated Net Tangible Assets” means the aggregate amount of assets (less applicable reserves and other properly deductible items) less (i) all liabilities, other than deferred income taxes and Funded Debt, and (ii) goodwill, trade names, trademarks, patents, organizational expenses and other like intangibles owned by the Company as well as the Company’s consolidated Subsidiaries and computed in accordance with generally accepted accounting principles.
“Debt” means debt issued, assumed or guaranteed by the Company or a Subsidiary for money borrowed.
“Funded Debt” means (i) all indebtedness for money borrowed having a maturity of more than 12 months from the date as of which the determination is made or having a maturity of 12 months or less but by its terms being renewable or extendible beyond 12 months from such date at the option of the borrower and (ii) rental obligations payable more than 12 months from such date under leases which are capitalized in accordance with generally accepted accounting principles (such rental obligations to be included as Funded Debt at the amount so capitalized and to be included for the purposes of the definition of Consolidated Net Tangible Assets both as an asset and as Funded Debt at the amount so capitalized).
“GAAP” means, with respect to any computation required or permitted under the indenture, generally accepted accounting principles in effect in the United States of America which are applicable at the date of such computation and which are consistently applied for all applicable periods.
“Lien” means any lien, mortgage or pledge.
“Person” means an individual, a corporation, a limited liability company, a partnership, a joint-stock company, a trust, an unincorporated organization or a government or an agency or political subdivision thereof.
“Principal Property” means any real property the Company or any Subsidiaries own or hereafter acquire (including related land and improvements thereon and all machinery and equipment included therein without deduction of any depreciation reserves) of which on the date as of which the determination is being made exceeds 2% of Consolidated Net Tangible Assets other than (i) any property which in the Company’s determination is not of material importance to the total business conducted by the Company and its Subsidiaries as an entirety or (ii) any portion of a particular property which is similarly found not to be of material importance to the use or operation of such property.
“Subsidiary” means, when used with respect to any Person, any corporation or other entity of which a majority of (a) the voting power of the voting equity securities or (b) in the case of a partnership of any other entity other than a corporation, the outstanding equity interests of which are owned, directly or indirectly, by such Person. For the purposes of this definition, “voting equity securities” means equity securities having voting power for the election of directors, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency.

Merger, Consolidation or Sale of Assets
The Company shall not consolidate with or merge with or into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person, unless:
1. either the Company shall be the continuing entity or the entity (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, lease or transfer all or substantially all of the assets of the Company shall be an entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and shall expressly assume the Company’s obligations under the indenture and the performance of every covenant and condition of the indenture on the part of the Company to be performed or observed;
2. immediately after giving effect to such transaction, no default has occurred and is continuing under the indenture; and
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the Company has delivered to the trustee an officer’s certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this covenant and that all conditions precedent provided for in the indenture relating to such transaction have been complied with.
Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of all or substantially all of the properties and assets of the Company in accordance with this covenant, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under the indenture and the notes.
Events of Default
An “Event of Default” means one of the following events:
1. default in any payment of interest on the notes when due and payable and the default continues for a period of 30 days;
2. default in the payment of principal of, and premium, if any, on the notes when due and payable at maturity, upon required repurchase, upon acceleration, by call for redemption or otherwise;
3. the failure of the Company for 90 days (or 120 days in the case of a breach of the reporting covenant contained in the indenture) to comply with any of its other agreements contained in the indenture or the notes after written notice of such default from the trustee or holders of at least 25% in principal amount of the outstanding notes has been received by the Company;
4. the Company fails to pay at maturity or the acceleration of any of its or its Subsidiaries’ indebtedness, other than non-recourse indebtedness, at any one time in an amount in excess of $100 million, if the indebtedness is not discharged or the acceleration is not annulled within 30 days after written notice to the Company by the trustee or the holders of at least 25% in principal amount of the outstanding notes; or
5. the Company files for bankruptcy or other specified events in bankruptcy, insolvency, receivership or reorganization occur.
If any one or more of the above-described Events of Default shall happen (other than an Event of Default specified in paragraph (5) above), then, and in each and every such case, during the continuance of any such Event of Default, the trustee or the holders of 25% or more in principal amount of the notes then outstanding may (and upon the written request of the holders of a majority in principal amount of the notes than outstanding, the trustee shall) declare the principal of and all accrued but unpaid interest on all the notes then outstanding, if not then due and payable, to be due and payable, and upon any such declaration the same shall become and be immediately due and payable, anything in the indenture or in the notes contained to the contrary notwithstanding. If an Event of Default specified in paragraph (5) above occurs, then the principal of and all accrued but unpaid interest on all the notes then outstanding will ipso facto become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder. Upon payment of such amounts, all obligations of the Company in respect of the payment of principal of and interest on the notes shall terminate.

If at any time after the principal of all the notes shall have been so declared to be due and payable, and before a judgment or decree for payment of the money due has been obtained by the trustee provided in the indenture:
1. the Company has paid or deposited with the trustee a sum sufficient to pay:
a. all amounts owing the trustee and any predecessor trustee under the indenture;
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b. all arrears of interest, if any, upon the notes (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the notes);
c. the principal of and premium, if any, on the notes that have become due otherwise than by such declaration of acceleration and interest thereon; and
d. all other sums payable under the indenture (except the principal of the notes which would not be due and payable were it not for such declaration); and
2. every other default and Event of Default under the indenture shall have been resolved so that the conditions that caused such default or Event of Default are no longer outstanding or have otherwise been remedied to the reasonable satisfaction of the trustee or of the holders of a majority in principal amount of the notes then outstanding, or provision deemed by the trustee or by such holders to be adequate therefor shall have been made, then and in every such case the holders of a majority in principal amount of the notes then outstanding may, by written notice to the Company and the trustee, on behalf of the holders of all the notes, waive the Event of Default by reason of which the principal of the notes shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; provided, however, that no such waiver, rescission or annulment shall extend to or affect any subsequent default or Event of Default or impair any right consequent thereon.
Modification of Indenture
Changes Not Requiring Approval of Holders of the Notes
The Company (when authorized by a board resolution) and the trustee, at any time and from time to time, may enter into one or more supplemental indentures, in form satisfactory to the trustee, for any one or more of or all the following purposes:
1. to add to the covenants and agreements of the Company to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the holders of the notes, or to surrender any right or power herein conferred upon the Company;
2. to add to or change any of the provisions of the indenture to change or eliminate any restrictions on the payment of principal of or premium, if any, on the notes; provided that any such action shall not adversely affect the interests of the holders of the notes in any material respect, or to permit or facilitate the issue of the notes in uncertificated form;
3. to change or eliminate any of the provisions of the indenture; provided that any such change or elimination shall become effective only when there are no outstanding notes created prior to the execution of such supplemental indenture that are entitled to the benefit of such provision and as to which such supplemental indenture would apply;
4. to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the notes and in the indenture or any supplemental indenture;
5. to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the notes and to add to or change any of the provisions of the indenture as shall be necessary for or facilitate the administration of the trusts hereunder by more than one trustee;

6. to secure the notes;
7. to cure any ambiguity or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture;
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8. to comply with the requirements of the Trust Indenture Act or the rules and regulations of the SEC thereunder in order to effect or maintain the qualification of the indenture under the Trust Indenture Act, as contemplated by the indenture or otherwise;
9. to add guarantors or co-obligors with respect to the notes;
10. to make any change in the notes that does not adversely affect in any material respect the interests of the holders of the notes; provided that no such change shall be deemed to adversely affect the holders of the notes if such change is made to conform the terms of the notes to the terms described in the prospectus supplement related to the issuance of the notes;
11. to prohibit the authentication and delivery of additional series of notes; or
12. to establish the form and terms of the notes as permitted in the indenture or to authorize the issuance of additional debt securities previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the notes, as set forth in the indenture, or other conditions, limitations or restrictions thereafter to be observed.
Changes Requiring Approval of Holders of the Notes
With the consent of the holders of a majority in aggregate principal amount of the notes outstanding, the Company (when authorized by a board resolution) and the trustee may, from time to time and at any time, enter into an indenture or supplemental indenture for the purpose of adding any provisions to or changing in any manner or eliminating any provisions of the indenture or of modifying in any manner the rights of the holders of the notes; provided, however, that no such supplemental indenture shall, without the consent of the holder of each notes affected thereby,
1. extend the stated maturity of the principal of, or any installment of interest on, the notes, or reduce the principal amount thereof or the interest thereon or any premium payable upon redemption thereof, or extend the stated maturity of, or change the currency in which the principal of, premium, if any, or interest on the notes are denominated or payable, or impair the right to institute suit for the enforcement of any payment on or after the stated maturity thereof (or, in the case of redemption, on or after the redemption date); or
2. reduce the percentage in principal amount of the outstanding notes, the consent of whose holders is required for any supplemental indenture, or the consent of whose holders is required for any waiver of compliance with certain provisions of the indenture or certain defaults under the indenture and their consequences provided for in the indenture; or
3. modify any of the provisions of the indenture relating to supplemental indentures and waivers of certain covenants and past defaults, except to increase any of the respective percentages referred to therein or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each notes affected thereby; or
4. modify, without the written consent of the trustee, the rights, duties or immunities of the trustee.
It will not be necessary for any act of holders under the preceding paragraph to approve the particular form of any proposed supplemental indenture, but it will be sufficient if such act will approve the substance thereof.
Effect of Supplemental Indenture
A supplemental indenture which changes or eliminates any covenant or other provision of the indenture with respect to the notes or which modifies the rights of the holders of the notes with respect to such covenant or other provision, will be deemed not to affect the rights under the indenture of holders of other series of debt securities. Similarly, a supplemental indenture which changes or eliminates any covenant or other provision of the indenture with respect to debt securities of any other series or which modifies the rights of the holders of debt securities of any
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other series with respect to such covenant or other provision, will be deemed not to affect the rights under the indenture of holders of the notes.

Defeasance and Discharge
The indenture shall, at the Company’s option, cease to be of further effect and the trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the indenture, when,
1. either:
a. all notes theretofore authenticated and delivered (other than (i) notes that have been destroyed, lost or stolen and that have been replaced or paid and (ii) notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the trustee for cancellation; or
b. all notes not theretofore delivered to the trustee for cancellation,
(1) have become due and payable, or
(2) will become due and payable at maturity within one year, or
(3) are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice by the trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on the notes for principal, premium, if any, and interest to the date of such deposit or to the stated maturity or redemption date, as the case may be; provided, however, in the event a petition for relief under federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, is filed with respect to the Company within 91 days after the deposit and the trustee is required to return the moneys then on deposit with the trustee to the Company, the obligations of the Company under the indenture shall not be deemed terminated or discharged;
2. the Company has paid or caused to be paid all other sums payable hereunder by the Company; and
3. the Company has delivered to the trustee an officer’s certificate and an opinion of counsel each stating that all conditions precedent provided for in the indenture relating to the satisfaction and discharge of the indenture have been complied with.
At the Company’s option, either (a) the Company shall be deemed to have been Discharged from its obligations with respect to the notes on the first day after the applicable conditions set forth below have been satisfied or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in “—Covenants” above at any time after the applicable conditions set forth below have been satisfied:
1. the Company shall have deposited or caused to be deposited irrevocably with the trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the notes (A) money in an amount, or (B) U.S. Government Obligations that through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount or (C) a combination of (A) and (B), sufficient to pay and discharge each installment of principal of, premium, if any, and interest on, the notes on the dates such installments of principal, premium, if any, and interest are due;
2. no Event of Default or event (including such deposit) that, with notice or lapse of time, or both, would become an Event of Default with respect to the notes shall have occurred and be continuing on the date of such deposit; and
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3. the Company shall have delivered to the trustee an opinion of counsel to the effect that holders and beneficial owners of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this paragraph and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such action had not been exercised and, in the case of the notes being Discharged, such opinion shall be based on either a change in applicable U.S. federal income tax law since the date of the indenture or a ruling received by the Company from, or that is published by, the U.S. Internal Revenue Service.
“Discharged” means that the Company will be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the notes and to have satisfied all the obligations under the indenture relating to the notes (and the trustee, at the expense of the Company, will have executed proper instruments acknowledging the same), except (a) the rights of holders of the notes to receive, from the trust fund described in paragraph (1) above, payment of the principal of, premium, if any, and interest on such notes when such payments are due, (b) the Company’s obligations with respect to the notes under the indenture and (c) the rights, powers, trusts, duties and immunities of the trustee under the indenture.
“U.S. Government Obligations” means securities that are (a) direct obligations of the United States for the payment of which its full faith and credit is pledged, or (b) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, which, in the case of clause (a) or (b) above, are not callable or redeemable at the option of the issuer thereof, and will also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt.
Liability for Notes
No recourse shall be had for the payment of the principal of, premium, if any, or interest on, the notes or for any claim based thereon or otherwise in respect thereof or of the indebtedness represented thereby, or upon any obligation, covenant or agreement of the indenture, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that the indenture and the notes are solely corporate obligations, and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, because of the incurring of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants, promises or agreements contained in the indenture or in the notes, or to be implied herefrom or therefrom, and that all liability, if any, of that character against every such incorporator, stockholder, officer and director is, by the acceptance of the notes and as a condition of, and as part of the consideration for, the execution of the indenture and the issue of the notes expressly waived and released.
Book-Entry Procedures
Global Clearance and Settlement
The notes were issued in the form of one or more global notes (each a “global note”) in fully registered form, without coupons, and were deposited on the closing date with, or on behalf of, a common depositary, and registered in the name of the nominee of the common depositary, for, and in respect of interests held through, Euroclear
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Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, SA (“Clearstream”). Except as described herein, certificates will not be issued in exchange for beneficial interests in the global notes.
Except as set forth below, the global notes may be transferred, in whole and not in part, only to a common depositary for Euroclear or Clearstream or their nominee.
Beneficial interests in the global notes will be represented, and transfers of such beneficial interests will be effected, through accounts of financial institutions acting on behalf of beneficial owners as direct or indirect participants in Euroclear or Clearstream. Those beneficial interests will be in denominations of €100,000 and integral multiples of €1,000 in excess thereof. Investors may hold notes directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations that are participants in such systems. It is possible that the clearing systems may process trades that could result in amounts being held in denominations smaller than the minimum denominations. If definitive notes are required to be issued in relation to such notes in accordance with the provisions of the relevant global notes, a holder who does not have the minimum denomination or a multiple of €1,000 in excess thereof in its account with the relevant clearing system at the relevant time may not receive all of its entitlement in the form of definitive notes unless and until such time as its holding satisfies the minimum denomination requirement.

Owners of beneficial interests in the global notes will not be entitled to have notes registered in their names, and will not receive or be entitled to receive physical delivery of notes in definitive form. Except as provided below, beneficial owners will not be considered the owners or holders of the notes under the indenture, including for purposes of receiving any reports delivered by us or the trustee pursuant to the indenture. Accordingly, each beneficial owner must rely on the procedures of the clearing systems and, if such person is not a participant of the clearing systems, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the indenture. Under existing industry practices, if we request any action of holders or a beneficial owner desires to give or take any action which a holder is entitled to give or take under the indenture, the clearing systems would authorize their participants holding the relevant beneficial interests to give or take action and the participants would authorize beneficial owners owning through the participants to give or take such action or would otherwise act upon the instructions of beneficial owners. Conveyance of notices and other communications by the clearing systems to their participants, by the participants to indirect participants and by the participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in certificated form. These limits and laws may impair the ability to transfer beneficial interests in global notes.
Persons who are not Euroclear or Clearstream participants may beneficially own notes held by the common depositary for Euroclear and Clearstream only through direct or indirect participants in Euroclear and Clearstream. So long as the common depositary for Euroclear and Clearstream is the registered owner of the global note, the common depositary for all purposes will be considered the sole holder of the notes represented by the global note under the indenture and the global notes.
Certificated Notes
If the applicable depositary is at any time unwilling or unable to continue as depositary for any of the global notes and a successor depositary is not appointed by us within 90 days, or if we have been notified that both Clearstream and Euroclear have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system is available, we will issue the notes in definitive registered form in exchange for the applicable global notes. We will also issue the notes in definitive registered form in exchange for the global notes if an event of default has occurred with regard to the notes represented by the global notes and has not been cured or waived. In addition, we may at any time and in our sole discretion determine not to have the notes represented by the global notes and, in that event, will issue the notes in definitive registered form in exchange for the global notes. In any such instance, an owner of a beneficial interest in the global notes will be entitled to physical
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delivery in definitive registered form of the notes represented by the global notes equal in principal amount to such beneficial interest and to have such notes registered in its name. The notes so issued in definitive form will be issued as registered in minimum denominations of €100,000 and integral multiples of €1,000 thereafter, unless otherwise specified by us. The notes in definitive form can be transferred by presentation for registration to the registrar at our office or agency for such purpose and must be duly endorsed by the holder or his attorney duly authorized in writing, or accompanied by a written instrument or instruments of transfer in form satisfactory to us or the registrar duly executed by the holder or his attorney duly authorized in writing. We may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of definitive notes.
Clearing Systems
We have been advised by Euroclear and Clearstream, respectively, as follows:
Euroclear. Euroclear advises that it was created in 1968 to hold securities for its participants and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear provides various other services, including securities lending and borrowing, and interfaces with domestic markets in several countries. All operations are conducted by Euroclear Bank, S.A./N.V. and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with Euroclear Bank, not the cooperative. The cooperative establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters (“Euroclear participants”). Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.
Securities clearance accounts and cash accounts with the Euroclear Bank are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law (collectively, the “Euroclear terms and conditions”). The Euroclear terms and conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payment with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Bank acts under the Euroclear terms and conditions only on behalf of Euroclear participants, and has no record of or relationship with persons holding through Euroclear participants.

Distributions with respect to notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear participants in accordance with the Euroclear terms and conditions, to the extent received by the Euroclear Bank and by Euroclear.
Clearstream. Clearstream is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for Clearstream participants, and facilitates the clearance and settlement of securities transactions between Clearstream participants through electronic book-entry changes in accounts of Clearstream participants, thereby eliminating the need for physical movement of certificates. Clearstream provides to its participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream also deals with domestic securities markets in several countries. As a professional depositary, Clearstream is subject to regulation by the Luxembourg Monetary Institute. Clearstream participants are financial institutions around the world, including securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include the underwriters. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through, or maintain a custodial relationship with, a Clearstream participant either directly or indirectly.
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Distributions with respect to the notes held beneficially through Clearstream will be credited to cash accounts of Clearstream participants in accordance with its rules and procedures, to the extent received by Clearstream.
Euroclear and Clearstream Arrangements
So long as Euroclear or Clearstream or their nominee or their common depositary is the registered holder of the global notes, Euroclear, Clearstream or their nominee or their common depositary is the registered holder of the global notes, Euroclear, Clearstream or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by such notes for all purposes under the indenture and the notes. Payments of principal, interest and premium, if any, in respect of the global notes will be made to Euroclear, Clearstream, such nominee or such common depositary, as the case may be, as registered holder thereof. None of us, the trustee, the paying agent, any underwriter and any affiliate of any of the above or any person by whom any of the above is controlled (as such term is defined in the U.S. Securities Act of 1933, as amended (the “Securities Act”)) will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the global notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Distributions of principal, premium, if any, and interest with respect to the global note will be credited in euros to the extent received by Euroclear or Clearstream from the trustee or the paying agent, as applicable, to the cash accounts of Euroclear or Clearstream customers in accordance with the relevant system’s rules and procedures.
Because Euroclear and Clearstream can only act on behalf of participants, who in turn act on behalf of indirect participants, the ability of a person having an interest in the global notes to pledge such interest to persons or entities which do not participate in the relevant clearing system, or otherwise take actions in respect of such interest, may be affected by the lack of a physical certificate in respect of such interest.
The holdings of book-entry interests in the global notes through Euroclear and Clearstream will be reflected in the book-entry accounts of each such institution. As necessary, the registrar will adjust the amounts of the global notes on the register for the accounts of the common depositary to reflect the amounts of notes held through Euroclear and Clearstream, respectively.
Initial Settlement
Investors holding their notes through Euroclear or Clearstream accounts will follow the settlement procedures applicable to conventional eurobonds in registered form. Subject to applicable procedures of Clearstream and Euroclear, notes will be credited to the securities custody accounts of Euroclear and Clearstream holders on the settlement date against payment for value on the settlement date.
Secondary Market Trading
Because the purchaser determines the place of delivery, it is important to establish at the time of trading of any notes where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date.
Secondary market sales of book-entry interests in the notes held through Euroclear or Clearstream to purchasers of book-entry interests in the global notes through Euroclear or Clearstream will be conducted in accordance with the normal rules and operating procedures of Euroclear and Clearstream and will be settled using the procedures applicable to conventional eurobonds in same-day funds.

Investors will only be able to make and receive deliveries, payments and other communications involving the notes through Euroclear and Clearstream on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.
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In addition, because of time-zone differences there may be problems with completing transactions involving Euroclear and Clearstream on the same business day as in the United States. U.S. investors who wish to transfer their interests in the notes, or to make or receive a payment or delivery of the notes, on a particular day, may find that the transactions will not be performed until the next business day in Luxembourg or Brussels, depending on whether Euroclear or Clearstream is used.
Euroclear and Clearstream will credit payments to the cash accounts of Euroclear participants or Clearstream customers in accordance with the relevant system’s rules and procedures, to the extent received by its depositary. Clearstream or the Euroclear Operator, as the case may be, will take any other action permitted to be taken by a holder under the indenture on behalf of a Euroclear participant or Clearstream customer only in accordance with its relevant rules and procedures.
Euroclear and Clearstream have agreed to the foregoing procedures in order to facilitate transfers of the notes among participants of Euroclear and Clearstream. However, they are under no obligation to perform or continue to perform those procedures, and they may discontinue those procedures at any time.
The information in this section concerning Euroclear and Clearstream and their book-entry systems has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy of that information. In addition, the description of the clearing systems in this section reflects our understanding of the rules and procedures of Clearstream and Euroclear as they are currently in effect. Those clearing systems could change their rules and procedures at any time.
None of the Company, the underwriters or the trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of the beneficial interests in a global note, or for maintaining, supervising or reviewing any records relating to such beneficial interests.
Governing Law
The indenture and the notes are governed by and construed in accordance with the laws of the State of New York.
Concerning the Trustee
The trustee has provided various services to us in the past and may do so in the future in the ordinary course of its regular business.

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Exhibit 10.14
AVERY DENNISON CORPORATION
AMENDED AND RESTATED KEY EXECUTIVE CHANGE OF CONTROL SEVERANCE PLAN
     Avery Dennison Corporation has adopted this Amended and Restated Avery Dennison Corporation Key Executive Change of Control Severance Plan as of the Effective Date to provide certain designated executives of the Company and its affiliates and Subsidiaries with severance and other payments and benefits under covered circumstances.
ARTICLE I
DEFINITIONS AND INTERPRETATIONS
     Section 1.01 Definitions. Capitalized terms used in this Plan shall have the following meanings, except as otherwise provided or as the context of the Plan otherwise requires:
16(b) Officer” shall mean any employee who is an “officer” within the meaning of Section 16(b) of the Exchange Act.
Administrator” shall mean the Compensation Committee or any delegate of the Compensation Committee acting within the authority delegated to it pursuant to Section 5.04.
Annual Bonus” shall have the meaning set forth in Section 3.01(a)(ii).
Annual Salary” shall mean the highest annualized rate of base salary applicable to the Participant during the six month period ending on the Termination Date. For the avoidance of doubt, “base salary” shall include amounts earned in the applicable period the payment of which is deferred to a future year but shall not include amounts earned in prior periods the payment of which is deferred to the applicable period, and “base salary” also shall not include any bonus, commission, incentive or retention payments, stock options, restricted stock, restricted stock units, performance units, market-leveraged stock units or other stock related rights, or other forms of employee benefits such as vacation, insurance, health or medical benefits, disability benefits, workers’ compensation, supplemental unemployment benefits, and post-employment or retirement benefits (including but not limited to compensation, pension, health, medical or life insurance).
Benefit Plan” shall mean any “employee benefit plan” (including any “employee benefit plan” within the meaning of Section 3(3) of ERISA), program, arrangement or practice maintained, sponsored or provided by the Company or any of its Subsidiaries, including those relating to compensation, bonuses, profit-sharing, stock option, or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance coverage (including any self-insured arrangements), health or medical benefits, disability benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance or other benefits).
Board” shall mean the Board of Directors of the Company.
Cause” shall mean: (a) Participant’s commission of a crime or other act that could materially damage the reputation of the Company or its Subsidiaries; (b) Participant’s theft, misappropriation, or embezzlement of property of the Company or its Subsidiaries; (c) Participant’s falsification of records maintained by the Company or its Subsidiaries; (d) Participant’s substantial failure to comply with the written policies and procedures of the Company or its Subsidiaries as they may be published or revised from time to time; (e) Participant’s misconduct; or (f) Participant’s substantial failure to perform the material duties of Participant’s job with the Company or its Subsidiaries, which failure is not cured within 30 days after written notice from the Company specifying the act or acts of non-performance. Determination of Cause shall be made by the Administrator, in its sole and exclusive discretion.
Change of Control” shall mean “a change in the ownership or effective control,” or in “the ownership of a substantial portion of the assets of” the Company, within the meaning of Section 409A, and shall include any of the following events as such concepts are interpreted under Section 409A:
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(a) the date on which a majority of members of the Board is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; or
     (b) the acquisition, by any one Person, or by Persons acting as a group, or by a corporation owned by a group of Persons that has entered into a merger, acquisition, consolidation, purchase, stock acquisition, asset acquisition, or similar business transaction with the Company, of:
          (i) ownership of stock of the Company, that, together with any stock previously held by such Person or group, constitutes more than fifty percent (50%) of either (i) the total fair market value or (ii) the total voting power of the stock of the Company;
          (ii) ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the Company, during the twelve-month period ending on the date of such acquisition; or
          (iii) assets from the Company that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company during the twelve-month period ending on the date of such acquisition; provided, however, that any transfer of assets to a related person as defined under Section 409A shall not constitute a Change of Control.
Change of Control Period” shall mean the period beginning on the date of a Change of Control and ending on the date twenty-four (24) months following such Change of Control.
Change of Control Severance Payment” shall have the meaning set forth in Article III.
Code” shall mean the Internal Revenue Code of 1986, as amended in the past and the future. Reference in this Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations under such section.
Company” shall mean Avery Dennison Corporation and its Successors and assigns.
Comparable Position” shall mean a job position with the Company or any of its Subsidiaries, or any of their respective Successors and assigns, the principal work location of which does not satisfy the conditions of subsection (d) of the definition of “Good Reason” and which position provides pay and benefits that as a whole are substantially equivalent to, or better than, the Participant’s aggregate pay and benefits with the Company at the time of the Termination of Employment when taking into account the Participant’s base salary, target bonus opportunity, incentive pay and equity opportunities, health and welfare benefits, severance protection, and other benefits.
Compensation Committee” shall mean the Talent and Compensation Committee of the Board or any successor committee of the Board with similar responsibilities.
Disability” shall mean, when used with reference to any Participant, long term disability as defined by the applicable long term disability plan maintained by the Company or one of its Subsidiaries under which the Participant is covered.
Effective Date” shall mean January 31, 2025.
ERISA” shall mean the Employee Retirement Income Security Act of 1974, as may be amended from time to time.
Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
Excise Tax” shall have the meaning set forth in Section 3.03.
Good Reason” shall mean “a separation from service for good reason” as set forth in Section 409A, which shall mean that, without the express written consent of the Participant, one or more of the following shall have occurred without being timely remedied in the manner set forth below: (a) a material diminution in the Participant’s base compensation; (b) a material diminution in the Participant’s authority, duties, or responsibilities; (c) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Participant is required to report; (d) a material change in the geographic location at which the Participant must perform the services; or (e) any other action or inaction that constitutes a material breach by the Company of the agreement under which the Participant provides services. The Participant shall have “Good Reason” in connection with any or all of the above solely if (i) the Participant provides notice to the Company of the existence of the particular condition, action or inaction
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which the Participant considers to give the Participant “Good Reason” within 90 days of the initial existence of such condition, action or inaction, and (ii) the Company shall not have remedied the condition, action or inaction within 30 days of its receipt of the Participant’s notice. The effective date of any termination for “Good Reason” shall be no later than 12 months after the initial existence of such condition, action or inaction constituting “Good Reason.”
Parachute Value” of a Payment shall mean the present value as of the date of the Change of Control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by an accounting firm or tax consultant selected by the Company for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.
Participant(s)” shall mean an employee (or employees) of the Company or any of its Subsidiaries or affiliates who are from time-to-time designated as Participants in accordance with Section 2.01 of the Plan.
Payments” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Participant, whether paid or payable pursuant to this Plan or otherwise.
Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) of the Exchange Act, except that such term shall not include (a) the Company or any of its Subsidiaries, (b) a trustee or other fiduciary holding securities under a Benefit Plan of the Company or any of its affiliates, (c) an underwriter temporarily holding securities pursuant to an offering of such securities, or (d) a corporation owned, directly or indirectly, by substantially all of the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.
Plan” shall mean this Avery Dennison Corporation Key Executive Change of Control Severance Plan, as may be amended, supplemented or modified from time to time in accordance with its terms.
Safe Harbor Amount” shall mean three times the Participant’s “base amount,” (within the meaning of Section 280G(b)(3) of the Code, as may be amended from time to time) less $1.
Section 409A” shall mean Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the Effective Date.
Severance Multiplier” shall mean the multiplier, designated pursuant to Section 2.01(b) in accordance with a Participant’s Tier, to be applied to a Participant’s Change of Control Severance Payment under Section 3.01.
Specified Employee” shall mean any Participant who, as of such Participant’s Termination Date, is determined to be a “key employee” of the Company if, at such time, the Company has any stock that is publicly traded on an established securities market or otherwise. For purposes of this definition, a Participant is a “key employee” if the Participant meets the requirements of Sections 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the Treasury Regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the twelve (12) month period ending on the last day of the applicable calendar year (referred to as the “identification date” below). If a Participant is a “key employee” as of the identification date, such Participant shall be treated as a “key employee” for the entire twelve (12) month period beginning on the first day of the fourth month following the identification date. For purposes of this definition, a Participant’s compensation for the twelve (12) month period ending on an identification date shall mean such Participant’s compensation, as determined under Treasury Regulation Section 1.415(c)-2(d)(4), from the Company for such period.
Subsidiary” shall mean any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing 33% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain, as well as partnerships and limited liability companies, in which the Company holds a 33% or more interest.
Successor” shall mean a successor to all or substantially all of the business, operations or assets of the Company or such other portion of the Company’s business as shall be determined by the Administrator.
Termination Date” shall mean, with respect to any Participant, the actual date of the Participant’s Termination of Employment.
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Termination of Employment” shall mean the time when the employee-employer relationship between the Participant and the Company or any Subsidiary is terminated for any reason, with or without Cause, including, but not limited to, a termination by resignation, discharge, death, Disability or retirement; provided that such “Termination of Employment” constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h).
Termination Notice” shall mean written notice from the Company to any Participant stating that the Participant’s employment has been or is being terminated for Cause or Disability in accordance with Section 5.07(b).
Tier” shall mean the tier designated for each Participant by the Administrator in accordance with Section 2.01.
Section 1.02 Interpretation. In this Plan, unless a clear contrary intention appears, (a) the words “herein,” “hereof” and “hereunder” refer to this Plan as a whole and not to any particular Article, Section or other subdivision, (b) reference to any Article or Section, means such Article or Section hereof and (c) the words “including” (and with correlative meaning “include”) means including, without limiting the generality of any description preceding such term. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.
ARTICLE II
ELIGIBILITY
Section 2.01 Eligible Employees. Only employees of the Company or any of its Subsidiaries or affiliates who are designated as Participants according to this Section 2.01 shall be eligible for payments and benefits under this Plan.
     (a) The Participants shall be Level 1 and Level 2 executives of the Company (except as otherwise determined by the Administrator in its discretion) and any other individual specifically designated as a Participant by the Administrator. The designation of an individual as a Participant (or removal of such designation) shall be made by the Administrator in its discretion. The Administrator also shall designate the Participant’s Tier for purposes of the Severance Multiplier, which designated Tier may be changed by the Administrator in its discretion.
     (b) A designation of “Tier A” shall mean the Participant’s Severance Multiplier is 2.99 (2.99x). A designation of “Tier B” shall mean the Participant’s Severance Multiplier is two (2x).
Section 2.02 Individuals Not Eligible. An individual shall not be eligible to be a Participant in the Plan, and shall not be designated as such, if the individual is otherwise designated by the Company as a temporary employee, as an individual working for the Company or any of its affiliates or Subsidiaries on referral from a temporary personnel agency or employee leasing agency, or as an independent contractor or person working for an independent contractor.
ARTICLE III
SEVERANCE AND RELATED TERMINATION BENEFITS
Section 3.01 Termination of Employment during Change of Control Period. In the event that, during a Change in Control Period, a Participant incurs a Termination of Employment initiated by the Company or any Subsidiary or affiliate without Cause or initiated by the Participant for Good Reason (for the avoidance of doubt, the Terminations of Employment covered by the preceding clause do not include a Termination of Employment (w) due to Disability or death, (x) where there is a simultaneous reemployment or continuing employment of the Participant by the Company or any Subsidiary or affiliate of the Company in any position; (y) resulting from the Participant declining an offer of simultaneous reemployment or continuing employment in a Comparable Position with the Company or with any Subsidiary or affiliate of the Company; and (z) where a Successor or assign of the Company, or of that portion of the assets of the Company that is transferred, sold or outsourced to the Successor or assign, offers to the Participant a Comparable Position), the Participant shall receive the following Change of Control Severance Payment and other payments and benefits, subject to Section 3.02 and any other conditions set forth in this Plan:
     (a) Subject to the limitations set forth in Section 3.05, the “Change of Control Severance Payment” shall be a lump sum cash payment equal to the sum of the amounts described in Sections 3.01(a)(i)and (ii) multiplied by the Participant’s Severance Multiplier:
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     (i) The Participant’s Annual Salary.
     (ii) The Participant’s target award under the Company’s Annual Incentive Plan (or any successor plan) for the year in which the Termination Date occurs (the “Annual Bonus”). For the avoidance of doubt, the Annual Bonus shall not include any long term incentive compensation, commissions, stock based compensation, or any other incentive or retention compensation, bonuses, or awards of any kind other than payment under the Company’s Annual Incentive Plan (or any successor plan).
     (b) To compensate for the loss of medical and dental benefits and not as a component of the Change of Control Severance Payment, an amount equal to the cash value of twelve months of employee and employer premiums (as previously established by the Company in its sole and exclusive discretion) for qualified medical and dental plans in which the Participant participates, as of the Termination Date multiplied by the Participant’s Severance Multiplier, but excluding any supplemental health and welfare benefits.
     (c) To compensate for services rendered during the year in which the Change of Control occurs and not as a component of the Change of Control Severance Payment, an amount equal to the product of (A) the Participant’s Annual Bonus and (B) a fraction, the numerator of which is the number of days which have elapsed in the Company’s current fiscal year through the Termination Date, and the denominator of which is 365.
     (d) Outplacement services appropriate for a senior executive of the Company, to be provided by a nationally recognized outplacement firm capable of providing such services, selected by the Participant with the Company’s approval, in an amount not to exceed twenty-five thousand dollars and 00/100 cents ($25,000.00) to the extent such services are used by the Participant within one year of his or her Termination Date. The Company will pay the outplacement firm directly. For purposes of Section 409A, to the extent that payment pursuant to this Section 3.01(c) constitutes a reimbursement that is “deferred compensation” under Section 409A, such payment shall be provided no later than December 31 of the year following the year in which the expense was incurred.
     (e) Subject to Section 3.04, any Change of Control Severance Payment and the payments in Sections 3.01(b) and (c) shall be paid to the Participant on or before the 60th day after the Termination Date.
     (f) The Company shall be entitled to deduct any required tax withholding from any Change of Control Severance Payments or the payments in Sections 3.01(b) and (c). There shall be no deferrals, contributions or additional accruals to any qualified savings or retirement plan of the Company or to any deferred compensation plan of the Company from, or based on, any Change of Control Severance Payment or the payments in Sections 3.01(b) and (c).
Section 3.02 Condition to Receipt of Severance Benefits. In order to receive any Change of Control Severance Payment or other payments and benefits under this Plan, the Participant must (a) timely execute a Separation and Release Agreement with the Company (provided by the Company to the Participant within seven days following the Participant’s Termination Date) (the “Release”) on or prior to the Release Expiration Date in a form and with content determined solely and exclusively by the Administrator and containing generally the following provisions, unless prohibited by law: No-Hire, Non-Competition, Confidentiality, Non-Disclosure, Claw-Back, Cooperation, Return of Company Property, and Comprehensive Waiver, Release and Covenant Not-To-Sue, and (b) not revoke his or her acceptance of the Release within the seven (7) day period following such acceptance. For purposes of this Section 3.02, “Release Expiration Date” shall mean the date that is 21 days following the date upon which the Company timely delivers the Release to the Participant, or, in the event that the Participant’s Termination of Employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 45 days following such delivery date.
Section 3.03 Parachute Payments. In the event that it shall be determined that any payment or distribution to or for the benefit of any Participant under this Plan or under any other Company plan, contract or agreement would, but for the effect of this Section, be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (collectively, such excise tax, together with any such interest or penalties, the “Excise Tax”), then, in the event that the after-tax value of all Payments to a Participant (such after-tax value to reflect the deduction of the Excise Tax and all income or other taxes on such Payments) would, in the aggregate, be less than the after-tax value (so calculated) to the Participant of the Safe Harbor Amount, (i) the cash portions of the Payments payable to the Participant under this Plan shall be reduced, in the order in which they are due to be paid, until the Parachute Value of all Payments paid to the Participant, in the aggregate, equals the Safe Harbor Amount,
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and (ii) if the reduction of the cash portions of the Payments, payable under this Plan, to zero would not be sufficient to reduce the Parachute Payments to the Safe Harbor Amount, then any cash portions of the Payments payable to the Participant under any other plans shall be reduced, in the order in which they are due to be paid, until the Parachute Value of all Payments paid to the Participant, in the aggregate, equals the Safe Harbor Amount, and (iii) if the reduction of all cash portions of the Payments, payable pursuant to this Plan and otherwise, to zero would not be sufficient to reduce the Parachute Payments to the Safe Harbor Amount, then non-cash portions of the Payments shall be reduced, in the order in which they are due to be paid, until the Parachute Value of all Payments paid to the Participant, in the aggregate, equals the Safe Harbor Amount.
Section 3.04 Section 409A Compliance. No payments under this Article III shall be paid to a Participant prior to or during the 6-month period following the Participant’s Termination Date if the Company determines in its sole discretion that paying such amounts at the time or times indicated in this Article III would be a prohibited payment of deferred compensation to a Specified Employee under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is not made as a result of the previous sentence, then within 15 business days following the end of such 6-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Participant’s death), the Company shall pay the Participant a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Participant during such period, and any remaining amounts due to such Participant shall be paid as otherwise provided in the Plan. For any payment that is delayed under this Article III, the Company shall also pay to the Participant interest on the delayed payment at a rate equal to the rate provided under Section 1274(b)(2)(B) of the Code as of the Termination Date.
Section 3.05 Limitation of Benefits. Notwithstanding anything to the contrary in this Plan, a Participant’s Change of Control Severance Payment shall be reduced by the aggregate amount of any termination, redundancy, severance or similar separation payments or benefits (other than state unemployment benefits) which such Participant is eligible for and receives, due to the Participant’s Termination of Employment, under any other agreement or plan (including, without limitation, any severance plans of the Company or any Subsidiary or affiliate or any government-mandated plans) or pursuant to any statutory, legislative, or regulatory requirement.
Section 3.06 Plan Unfunded; Participant’s Rights Unsecured. The Company shall not be required to establish any special or separate fund or make any other segregation of funds or assets to assure the payment of any Change of Control Severance Payment or other payments and benefits under this Plan. The right of any Participant to receive the Change of Control Severance Payment and other payments and benefits provided for herein shall be an unsecured claim against the general assets of the Company. No payment or benefit under this Plan shall be deemed earned, vested or accrued compensation or benefits, except according to the express terms of this Plan.
ARTICLE IV
CLAIMS PROCEDURE/ARBITRATION
Section 4.01 Filing and Determination of Claim. A Participant who believes he or she is entitled to receive a benefit under this Plan and desires written confirmation must file a claim in writing with the Administrator. The Administrator shall, within 90 days after receipt of the claim, either allow or deny the claim in writing.
Section 4.02 Denial of Claim. Any initial denial of a claim for benefits shall be from the Administrator in writing, setting forth, in a manner calculated to be understood by the claimant, the following:
(a) the specific reason(s) for the denial;
(b) specific reference(s) to pertinent provision(s) of the Plan on which the denial is based;
(c) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
(d) an explanation of the Plan’s review procedure and time limits applicable to such procedure, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination.
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Section 4.03 Request for Review of Denial. Within 60 days after a claimant’s receipt of written notification of denial of a claim, the claimant (or his/her duly authorized representative) upon written application to the Administrator, delivered in person or by certified mail, postage prepaid, may request a review of such denial. The application shall state the name and address of the claimant; the fact that the claimant is disputing the denial of claim; the date of the notice of denial; and the reason(s), in clear and concise terms, for disputing the denial. In addition, to the extent required by law, claimant shall have the right to (a) be provided with, upon request and free of charge, reasonable access to and copies of all pertinent documents, records and other information relevant to his/her claim and (b) submit in writing to the Administrator any comments, documents, records or other information relating to his/her claim.
Section 4.04 Review of Denial. The Administrator shall make a decision on review of a denied claim within 60 days after receipt of the request for review, taking into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The decision on review shall be deemed final. The Administrator’s decision on review shall be from the Company’s Senior Vice President and Chief Human Resources Officer in writing, setting forth, in a manner calculated to be understood by the claimant the following:
(a) the specific reason(s) for the final decision;
(b) specific reference(s) to the pertinent provisions of the Plan on which the final decision is based;
(c) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his/her claim; and
(d) a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to bring an action under Section 502(a) of ERISA.
Section 4.05 Extensions of Review Periods. The 90-day period described in Section 4.01 and the 60-day period described in Section 4.04 may be extended at the sole and absolute discretion of the Administrator for a second 90-day or 60-day period, as the case may be, provided that written notice of the extension is furnished to the claimant prior to the termination of the initial period, indicating the special circumstances requiring such extension and the date by which a final decision is expected. Any person submitting a claim may, with the consent of the Administrator, withdraw the claim at any time, or defer the date as of which such claim shall be deemed filed for purposes of this procedure.
Section 4.06 Arbitration.
(a)    Before pursuing a legal remedy, a claimant shall first exhaust the claims procedures set forth in Sections 4.01 through 4.05 of this Plan. Any disputes, controversies or claims that arise between any Participant (or any person claiming on behalf of any Participant) and the Company or any of its Subsidiaries and affiliates (including the Administrator) relating to or arising out of this Plan, which are not resolved in accordance with the procedures set forth in Sections 4.01 through 4.05 of the Plan, shall be settled by arbitration in accordance with the JAMS Employment Arbitration Rules & Procedures or any successor thereto (the “JAMS Rules”). The arbitration shall be before a single arbitrator selected in accordance with the JAMS Rules or otherwise by mutual agreement of the parties. The arbitration shall take place in Cuyahoga County, Ohio, unless the parties agree to hold the arbitration in another location. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the State of Delaware, except to the extent preempted by U.S. Federal law (in which case such law will apply).
(b)    In consideration of the benefits provided herein, the anticipated expedition and the minimizing of expense of this arbitration remedy, and other good and valuable consideration, the arbitration provisions of this Plan shall provide the exclusive remedy for disputes following exhaustion of the claims procedures set forth in Sections 4.01 through 4.05 of this Plan, and each party expressly waives any right such party may have to seek redress in any other forum. To the maximum extent permitted by law, the arbitrator’s review of a claimant's denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure. The arbitration and any decision and award or order of the arbitrator shall be final and binding upon the parties and judgment thereon may be entered in courts in the State of Ohio or any other court having jurisdiction.
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(c)    The Company and any Participant may bring an action in any court of competent jurisdiction to compel arbitration under this Plan and to enforce an arbitration award. Except as otherwise provided in this Plan, both the Company and the Participant agree that neither of them shall initiate or prosecute any lawsuit or administrative action in any way related to any claim covered by this Plan.
(d)    Any claim which either party has against the other party that could be submitted for resolution pursuant to this Section 4.06, must be presented in writing by the claiming party to the other party within one year after the receipt of the Administrator’s decision under Section 4.04. Unless the party against whom any claim is asserted waives the time limits set forth above, any claim not brought within the time period specified shall be waived and forever barred, even if there is a federal or state statute of limitations which would have given more time to pursue the claim.
(e)    The Company shall advance the costs and expenses of the arbitrator. In any arbitration to enforce any of the provisions or rights under this Plan, the unsuccessful party in such arbitration, as determined by the arbitrator, shall pay to the successful party or parties all costs, expenses and reasonable attorneys’ fees incurred therein by such party or parties (including without limitation such costs, expenses and fees on any appeals), and if such successful party or parties shall recover an award in any such arbitration proceeding, such costs, expenses and attorneys’ fees shall be included as part of such award. Notwithstanding the foregoing provision, in no event shall the successful party or parties be entitled to recover an amount from the unsuccessful party for costs, expenses and attorneys’ fees that exceeds the unsuccessful party’s costs, expenses and attorneys’ fees in connection with the action or proceeding. Any reimbursement of attorneys’ fees to the Participant pursuant to this Section 4.06(e) shall be provided no later than the last day of the Participant’s taxable year following the later of (i) the year in which such attorneys’ fees were incurred and (ii) the year in which the arbitrator determined that the Participant was the successful party.
(f)    Each of the terms and conditions contained in this Section 4.06 shall have separate validity, and the invalidity of any part thereof shall not affect the remaining parts.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01 Cumulative Benefits. Except as provided in Section 3.05 or as otherwise agreed to in a writing signed between the Company and the Participant, the rights and benefits provided to any Participant under this Plan are cumulative of, and are in addition to, all of the other rights and benefits provided to such Participant under any Benefit Plan or any agreement between such Participant and the Company or any of its Subsidiaries; provided, that, in no event shall a Participant (a) be entitled to participate in the Severance Pay Plan of Avery Dennison Corporation, as amended and restated effective March 6, 2013, and any amendments or successors to that plan or (b) to the extent he or she receives severance or any other benefits under this Plan, be eligible to receive severance or any other benefits under the Avery Dennison Corporation Executive Severance Plan, as amended and restated effective January 31, 2025, and any amendments or successors to that plan.
Section 5.02 No Mitigation. No Participant shall be required to mitigate the amount of any payment provided for in this Plan by seeking or accepting other employment following a Termination of Employment with the Company. The amount of any payment or benefit provided for in this Plan shall not be reduced by any compensation or benefit earned by a Participant as the result of employment by another employer or by retirement or other benefits, except as described in Section 3.05.
Section 5.03 Amendment, Modification or Termination.
     (a) The Administrator may amend, modify, or terminate the Plan at any time in its sole and exclusive discretion; provided, however, that: (i) no such amendment, modification or termination may materially and adversely affect any rights of any Participant who has incurred a Termination of Employment on or prior to the effective date of such amendment, modification or termination; (ii) any termination of the Plan or modification that is a material diminishment of the severance benefit shall not be effective until twelve (12) months after written notice of such action has been provided to the Participants, except that any modification or amendment shall be immediately applicable to any employee designated as a Participant after the date that the Administrator adopts the modification or amendment; and (iii) the Plan shall not be terminated or materially amended during any Change of Control
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Period. Notwithstanding the foregoing, the Plan shall terminate when all of the obligations to Participants hereunder have been satisfied in full.
     (b) Notwithstanding Section 5.03(a) or any other provision of this Plan, and to the fullest extent applicable, this Plan shall be interpreted and the terms shall be applied in accordance with Section 409A. In the event that the Administrator in its sole and exclusive discretion determines that any payments, disbursements, or benefits provided, or to be provided, under this Plan may be subject to, and not in compliance with, Section 409A, the Administrator may adopt at any time (without any obligation to do so or to indemnify any Participant for failure to do so) such limited amendments to this Plan, including amendments with retroactive effect, that it reasonably determines are necessary or appropriate to (i) exempt the compensation and benefits payable under this Plan from Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) comply with the requirements of Section 409A; and all such amendments shall be immediately effective as to all Participants. No provision of this Plan shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from any Participant or any other individual to the Company or any of its affiliates, employees or agents.
Section 5.04 Administration.
     (a) Subject to the limitations of the Plan, the Administrator shall have full and final authority, in its sole and exclusive discretion, to administer the Plan, to construe and interpret its provisions, to decide matters arising under the Plan, and to take all other actions deemed necessary or advisable for the proper administration of this Plan. This authority and discretion includes, but is not limited to, determining whether objective (or subjective) criteria under the Plan have been satisfied, resolving any possible inconsistencies or ambiguities, determining eligibility, determining the amount of any payments or benefits, and ensuring compliance with legal and tax matters.
     (b) Subject to its charter and applicable law, the Compensation Committee may, in its discretion, delegate to one or more appropriate executives of the Company any duty or authority of the Compensation Committee hereunder (including, without limitation, the authority to designate Participants and to designate a Participant’s Level for purposes of the Severance Multiplier); provided that the Compensation Committee shall retain (and shall not delegate) (i) authority with respect to any Participant who is a 16(b) Officer (including, without limitation, any authority with respect to whether or not a 16(b) Officer is designated as a Participant and any 16(b) Officer’s eligibility to receive a payment or benefit or the amount of the payment or benefit (such as determinations of Cause, Disability, eligibility, or Level)) and (ii) authority to terminate the Plan or materially diminish or increase the formula for determining the Change of Control Severance Payment.
Section 5.05 Consolidations, Mergers, Etc. In the event of a merger, consolidation or other transaction, nothing herein shall relieve the Company from any of the obligations set forth in the Plan; provided, however, that nothing in this Section 5.05 shall prevent an acquirer of or Successor to the Company from assuming the obligations, or any portion thereof, of the Company hereunder pursuant to the terms of the Plan provided that such acquirer or Successor provides adequate assurances of its ability to meet this obligation. In the event that an acquirer of or Successor to the Company agrees to perform the Company’s obligations, or any portion thereof, hereunder, the Company shall require any person, firm or entity which becomes its Successor to expressly assume and agree to perform such obligations in writing, in the same manner and to the same extent that the Company would be required to perform hereunder if no such succession had taken place.
Section 5.06 Successors and Assigns. This Plan shall be binding upon and inure to the benefit of the Company and its Successors and assigns. This Plan and all rights of each Participant shall inure to the benefit of and be enforceable by such Participant and his or her personal or legal representatives, executors, administrators, heirs and permitted assigns. If any Participant should die while any amounts are due and payable to such Participant hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Plan to such Participant’s devisees, legatees or other designees or, if there be no such devisees, legatees or other designees, to such Participant’s estate. No payments, benefits or rights arising under this Plan may be assigned or pledged by any Participant, except under the laws of descent and distribution.
Section 5.07 Notices.
     (a) All notices and other communications provided for in this Plan shall be in writing and shall be delivered as follows: (i) if to the Company, at the Company’s principal office address or such other address as the Company may
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have designated by written notice to all Participants for purposes hereof, directed to the attention of the General Counsel, and (ii) if to any Participant, at his or her residence address on the records of the Company or to such other address as he or she may have designated to the Company in writing for purposes hereof. Each such notice or other communication according to this Plan shall be deemed to have been duly delivered upon being deposited in the United States Mail via certified or registered mail, return receipt requested, postage prepaid, or by overnight delivery using a service capable of tracking and confirmation of receipt (with postage fees prepaid) such as FedEx or UPS, except that any change of notice address shall be effective only upon receipt.
     (b) The Company shall notify each Participant, within 30 days of such Participant’s designation as eligible for this Plan, that he or she has been designated as a Participant in the Plan.
     (c) For purposes of this Plan, in order for the Company to terminate any Participant’s employment for Cause, the Company must deliver a Termination Notice to such Participant, which notice shall be dated the date it is transmitted for delivery to such Participant, shall specify the Termination Date and shall state that the termination is for Cause and shall set forth in reasonable detail the particulars thereof. For purposes of this Plan, in order for the Company to terminate any Participant’s employment for Disability, the Company must give a Termination Notice to such Participant, which notice shall be dated the date it is transmitted for delivery to such Participant, shall specify the Termination Date and shall state that the termination is for Disability and shall set forth in reasonable detail the particulars thereof. Any Termination Notice delivered by the Company that does not comply, in all material respects, with the foregoing requirements shall be invalid and ineffective for purposes of this Plan.
Section 5.08 No Employment Rights Conferred. This Plan shall not be deemed to create a right, promise, contract or guarantee of employment, continued employment, or of any particular job position, between any Participant and the Company and/or any of its affiliates or Subsidiaries.
Section 5.09 Severability. If any provision of the Plan is, becomes or is deemed to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Plan shall not be affected thereby.
Section 5.10 Governing Law. Except to the extent preempted by U.S. Federal law, this Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflict of laws rules, and applicable federal law.
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Exhibit 10.15
AVERY DENNISON CORPORATION
AMENDED AND RESTATED EXECUTIVE SEVERANCE PLAN
     Avery Dennison Corporation has adopted this Amended and Restated Avery Dennison Corporation Executive Severance Plan as of the Effective Date to provide certain designated executives of the Company and its affiliates and Subsidiaries with severance and other payments and benefits under covered circumstances.
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. Capitalized terms used in this Plan shall have the following meanings, except as otherwise provided or as the context of the Plan otherwise requires:
16(b) Officer” shall mean any employee who is an “officer” within the meaning of Section 16(b) of the Exchange Act.
Administrator” shall mean the Compensation Committee or any delegate of the Compensation Committee acting within the authority delegated to it pursuant to Section 5.3.
Annual Salary” shall mean the highest annualized rate of base salary applicable to the Participant during the six month period ending on the Termination Date. For the avoidance of doubt, “base salary” shall include amounts earned in the applicable period the payment of which is deferred to a future year but shall not include amounts earned in prior periods the payment of which is deferred to the applicable period, and “base salary” also shall not include any bonus, commission, incentive or retention payments, stock options, restricted stock, restricted stock units, performance units, market-leveraged stock units or other stock related rights, or other forms of employee benefits such as vacation, insurance, health or medical benefits, disability benefits, workers’ compensation, supplemental unemployment benefits, and post-employment or retirement benefits (including but not limited to compensation, pension, health, medical or life insurance).
Board” shall mean the Board of Directors of the Company.
Cause” shall mean: (1) Participant’s commission of a crime or other act that could materially damage the reputation of the Company or its Subsidiaries; (2) Participant’s theft, misappropriation, or embezzlement of property of the Company or its Subsidiaries; (3) Participant’s falsification of records maintained by the Company or its Subsidiaries; (4) Participant’s substantial failure to comply with the written policies and procedures of the Company or its Subsidiaries as they may be published or revised from time to time; (5) Participant’s misconduct; or (6) Participant’s substantial failure to perform the material duties of Participant’s job with the Company or its Subsidiaries, which failure is not cured within 30 days after written notice from the Company specifying the act or acts of non-performance. Determination of Cause shall be made by the Administrator, in its sole and exclusive discretion.
Code” shall mean the Internal Revenue Code of 1986, as amended in the past and the future. Reference in this Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations under such section.
Company” shall mean Avery Dennison Corporation and its Successors and assigns.
Comparable Position” shall mean a job position with the Company or any of its Subsidiaries, or any of their respective Successors and assigns, the principal work location of which is within at least 50 miles of the Participant’s residence (or if further away does not require a materially longer commute than Participant’s commute at Participant’s job position as of the Termination Date) and provides pay and benefits that as a whole are substantially equivalent to, or better than, the Participant’s aggregate pay and benefits with the Company at the time of the Termination of Employment when taking into account the Participant’s base salary, target bonus opportunity, incentive pay and equity opportunities, health and welfare benefits, severance protection, and other benefits.
Compensation Committee” shall mean the Talent and Compensation Committee of the Board or any successor committee of the Board with similar responsibilities.
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Disability” shall mean, when used with reference to any Participant, long term disability as defined by the applicable long term disability plan maintained by the Company or one of its Subsidiaries under which the Participant is covered.
Effective Date” shall mean January 31, 2025.
ERISA” shall mean the Employee Retirement Income Security Act of 1974, as may be amended from time to time.
Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
Participant(s)” shall mean an employee (or employees) of the Company or any of its Subsidiaries or affiliates who are from time to time designated as Participants in accordance with Section 2.1 of the Plan.
Plan” shall mean this Avery Dennison Corporation Executive Severance Plan, as may be amended, supplemented or modified from time to time in accordance with its terms.
Section 409A” shall mean Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the Effective Date.
Severance Multiplier” shall mean the multiplier designated pursuant to Section 2.1 to be applied to a Participant’s Severance Payment under Section 3.2.
Severance Payment” shall mean the amount described in Section 3.2 of the Plan.
Specified Employee” shall mean any Participant who, as of such Participant’s Termination Date, is determined to be a “key employee” of the Company if, at such time, the Company has any stock that is publicly traded on an established securities market or otherwise. For purposes of this definition, a Participant is a “key employee” if the Participant meets the requirements of Sections 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the Treasury Regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the 12-month period ending on the last day of the applicable calendar year (referred to as the “identification date” below). If a Participant is a “key employee” as of the identification date, such Participant shall be treated as a “key employee” for the entire 12-month period beginning on the first day of the fourth month following the identification date. For purposes of this definition, a Participant’s compensation for the 12-month period ending on an identification date shall mean such Participant’s compensation, as determined under Treasury Regulation Section 1.415(c)-2(d)(4), from the Company for such period.
Subsidiary” shall mean any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing 33% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain, as well as partnerships and limited liability companies, in which the Company holds a 33% or more interest.
Successor” shall mean a successor to all or substantially all of the business, operations or assets of the Company or such other portion of the Company’s business as shall be determined by the Administrator.
Termination Date” shall mean, with respect to any Participant, the actual date of the Participant’s Termination of Employment.
Termination of Employment” shall mean the time when the employee-employer relationship between the Participant and the Company or any Subsidiary is terminated for any reason, with or without Cause, including, but not limited to a termination by resignation, discharge, death, Disability or retirement; provided that such “Termination of Employment” constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h).
Termination Notice” shall mean written notice from the Company to any Participant stating that the Participant’s employment has been or is being terminated for Cause or Disability in accordance with Section 5.5(b).

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ARTICLE II
ELIGIBILITY
Section 2.1 Eligible Employees. Only employees of the Company or any of its Subsidiaries or affiliates who are designated as Participants according to this Section 2.1 shall be eligible for payments and benefits under this Plan.
     (a) The Participants shall be Level 1 through Level 4 executives of the Company (except as otherwise determined by the Administrator in its discretion) and any other individual specifically designated as a Participant by the Administrator. The designation of an individual as a Participant (or removal of such designation) shall be made by the Administrator in its discretion. The Administrator also shall designate the Participant’s Level for purposes of the Severance Multiplier, which designated Level may be changed by the Administrator in its discretion.
     (b) A designation of “Level 1” shall mean the Participant’s Severance Multiplier is two (2x). A designation of “Level 2”, “Level 3” or “Level 4” shall mean the Participant has a Severance Multiplier of one (1x).
Section 2.2 Individuals Not Eligible. Notwithstanding Section 2.1, no Participant shall be eligible to receive any payments or benefits under this Plan if at the time of Termination of Employment the Participant is eligible for and receives severance payments and benefits under the Avery Dennison Key Executive Change of Control Severance Plan or under any other agreement or plan that contains a change of control provision for severance pay and benefits. An individual shall not be eligible to be a Participant in the Plan, and shall not be designated as such, if the individual is otherwise designated by the Company as a temporary employee, as an individual working for the Company or any of its affiliates or Subsidiaries on referral from a temporary personnel agency or employee leasing agency, or as an independent contractor or person working for an independent contractor.
ARTICLE III
SEVERANCE AND RELATED TERMINATION BENEFITS
Section 3.1 Conditions to Receipt of Severance Pay and Benefits.
     (a)  Subject to Section 3.1(b), a Participant will only be eligible for payments and benefits under this Plan in the event of an involuntary Termination of Employment initiated by the Company or by any of its affiliates or Subsidiaries, except that a Participant shall not be eligible for severance pay and benefits under any of the following circumstances: (i) a Termination of Employment for Cause, or due to Disability, death, or the Participant’s voluntary resignation; (ii) an employment termination where there is a simultaneous reemployment or continuing employment of the Participant by the Company or any Subsidiary or affiliate of the Company in any position; (iii) an employment termination resulting from the Participant declining an offer of simultaneous reemployment or continuing employment in a Comparable Position with the Company or with any Subsidiary or affiliate of the Company; and (iv) an employment termination where a Successor or assign of the Company, or of that portion of the Company that is transferred, sold or outsourced to the Successor or assign, offers to the Participant a Comparable Position.
     (b) In the event of any Termination of Employment for which a Participant is eligible for payments or benefits under this Plan, the Participant’s right to such payments and benefits will be subject to the timely execution of a Separation and Release Agreement on or prior to the Release Expiration Date (as defined below) and the absence of any revocation of the Separation and Release Agreement during any applicable revocation period (and the lapse of any such revocation period). The Company shall provide the Participant with a Separation and Release Agreement within seven days following the Participant’s Termination Date. The Separation and Release Agreement shall be in a form and with content determined solely and exclusively by the Administrator and containing generally the following provisions, unless prohibited by law: No-Hire, Non-Competition, Confidentiality, Non-Disclosure, Claw-Back, Cooperation, Return of Company Property, and Comprehensive Waiver, Release and Covenant Not-To-Sue. For purposes of this Section 3.1(b), “Release Expiration Date” shall mean the date that is 21 days following the date upon which the Company timely delivers the Release to the Participant, or, in the event that the Participant’s Termination of Employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 45 days following such delivery date.
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Section 3.2 Severance and Other Benefits. For any Participant who satisfies the conditions of Section 3.1, the Participant shall receive the following:
     (a) Subject to Section 3.2(d), on the 60th day after the Participant’s Termination Date, a severance payment in a lump sum cash payment equal to the sum of the amounts described in Section 3.2(a)(i) and (ii), multiplied by the Participant’s Severance Multiplier (the “Severance Payment”):
     (i) The Participant’s Annual Salary.
     (ii) The Participant’s target award under the Company’s Annual Incentive Plan (or any successor plan) for the year in which the Termination Date occurs (the “Annual Bonus”). For the avoidance of doubt, the Annual Bonus shall not include any long term incentive compensation, commissions, stock based compensation, or any other incentive or retention compensation, bonuses, or awards of any kind other than payment under the Company’s Annual Incentive Plan (or any successor plan); and
     (b) To compensate for the loss of medical and dental benefits and not as a component of the Severance Payment, an amount equal to the cash value of twelve months of employee and employer premiums (as previously established by the Company in its sole and exclusive discretion) for qualified medical and dental plans in which the Participant participates, as of the Termination Date, but excluding any supplemental health and welfare benefits.
     (c) Outplacement services appropriate for a senior executive of the Company in an amount and nature determined by the Administrator in its sole and exclusive discretion. Such outplacement benefits must be fully used by the Participant within one (1) year of his or her Termination Date. The Company will pay the outplacement firm directly. For purposes of Section 409A, to the extent that payment pursuant to this Section 3.2(c) constitutes a reimbursement that is “deferred compensation” under Section 409A, such payment shall be provided no later than December 31 of the year following the year in which the expense was incurred.
     (d) No payments under this Article III shall be paid to a Participant prior to or during the 6-month period following the Participant’s Termination Date if the Company determines in its sole discretion that paying such amounts at the time or times indicated in this Article III would be a prohibited payment of deferred compensation to a Specified Employee under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is not made as a result of the previous sentence, then within 15 business days following the end of such 6-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Participant’s death), the Company shall pay the Participant a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Participant during such period, and any remaining amounts due to such Participant shall be paid as otherwise provided in the Plan. For any payment that is delayed under this Article III, the Company shall also pay to the Participant interest on the delayed payment at a rate equal to the rate provided under Section 1274(b)(2)(B) of the Code as of the Termination Date.
     (e) The Company shall be entitled to deduct any required tax withholding from any Severance Payment or the payment in Section 3.2(b). There shall be no deferrals, contributions or additional accruals to any qualified savings or retirement plan of the Company or to any deferred compensation plan of the Company, from, or based on, any Severance Payment.
Section 3.3 Limitation of Benefits. Notwithstanding anything to the contrary in this Plan, a Participant’s Severance Payment shall be reduced by the aggregate amount of any termination, redundancy, severance or similar separation payments or benefits (other than state unemployment benefits) which such Participant is eligible for and receives, due to the Participant’s Termination of Employment, under any other agreement or plan (including, without limitation, any severance plans of the Company or any Subsidiary or affiliate or any government-mandated plans) or pursuant to any statutory, legislative, or regulatory requirement. For the avoidance of doubt, this limitation and reduction does not include benefits under plans such as retirement pension and savings plans, supplemental retirement plans, deferred compensation plans, and similar compensation or benefit plans.
Section 3.4 Plan Unfunded; Participant’s Rights Unsecured. The Company shall not be required to establish any special or separate fund or make any other segregation of funds or assets to assure the payment of any Severance Payment or other benefit under this Plan. The right of any Participant to receive a Severance Payment and the other benefits provided for under this Plan shall be an unsecured claim against the general assets of the Company. No payment or benefit under this Plan shall be deemed earned, vested or accrued compensation or benefits, except according to the express terms of this Plan.
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ARTICLE IV
CLAIMS PROCEDURE/ARBITRATION
Section 4.1 Filing and Determination of Claim. A Participant who believes he or she is entitled to receive a benefit under this Plan and desires written confirmation must file a claim in writing with the Administrator. The Administrator shall, within 90 days after receipt of the claim, either allow or deny the claim in writing.
Section 4.2 Denial of Claim. Any initial denial of a claim for benefits shall be from the Administrator in a writing, setting forth, in a manner calculated to be understood by the claimant, the following:
(a) the specific reason(s) for the denial;
(b) specific reference(s) to pertinent provision(s) of the Plan on which the denial is based;
(c) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
(d) an explanation of the Plan’s review procedure and time limits applicable to such procedure, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination.
Section 4.3 Request for Review of Denial. Within 60 days after a claimant’s receipt of written notification of denial of a claim, the claimant (or his/her duly authorized representative) upon written application to the Administrator, delivered in person or by certified mail, postage prepaid, may request a review of such denial. The application shall state the name and address of the claimant; the fact that the claimant is disputing the denial of claim; the date of the notice of denial; and the reason(s), in clear and concise terms, for disputing the denial. In addition, to the extent required by law, claimant shall have the right to (a) be provided with, upon request and free of charge, reasonable access to and copies of all pertinent documents, records and other information relevant to his/her claim and (b) submit in writing to the Administrator any comments, documents, records or other information relating to his/her claim.
Section 4.4 Review of Denial. The Administrator shall make a decision on review of a denied claim within 60 days after receipt of the request for review, taking into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The decision on review shall be deemed final. The Administrator’s decision on review shall be from the Company’s Vice President, Total Rewards in a writing, setting forth, in a manner calculated to be understood by the claimant the following:
(a) the specific reason(s) for the final decision;
(b) specific reference(s) to the pertinent provisions of the Plan on which the final decision is based;
(c) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his/her claim; and
(d) a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to bring an action under Section 502(a) of ERISA.
Section 4.5 Extensions of Review Periods. The 90-day period described in Section 4.1 and the 60-day period described in Section 4.4 may be extended at the sole and absolute discretion of the Administrator for a second 90-day or 60-day period, as the case may be, provided that written notice of the extension is furnished to the claimant prior to the termination of the initial period, indicating the special circumstances requiring such extension and the date by which a final decision is expected. Any person submitting a claim may, with the consent of the Administrator, withdraw the claim at any time, or defer the date as of which such claim shall be deemed filed for purposes of this procedure.
Section 4.6 Arbitration.
(a)    Before pursuing a legal remedy, a claimant shall first exhaust the claims procedures set forth in Sections 4.1 through 4.5 of this Plan. Any disputes, controversies or claims that arise between any Participant (or any person claiming on behalf of any Participant) and the Company or any of its Subsidiaries and affiliates (including the
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Administrator) relating to or arising out of this Plan, which are not resolved in accordance with the procedures set forth in Sections 4.1 through 4.5 of the Plan, shall be settled by arbitration in accordance with the JAMS Employment Arbitration Rules & Procedures or any successor thereto (the “JAMS Rules”). The arbitration shall be before a single arbitrator selected in accordance with the JAMS Rules or otherwise by mutual agreement of the parties. The arbitration shall take place in Cuyahoga County, Ohio, unless the parties agree to hold the arbitration in another location. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the State of Delaware, except to the extent preempted by U.S. Federal law (in which case such law will apply).
(b)    In consideration of the benefits provided herein, the anticipated expedition and the minimizing of expense of this arbitration remedy, and other good and valuable consideration, the arbitration provisions of this Plan shall provide the exclusive remedy for disputes following exhaustion of the claims procedures set forth in Sections 4.1 through 4.5 of this Plan, and each party expressly waives any right such party may have to seek redress in any other forum. To the maximum extent permitted by law, the arbitrator’s review of a claimant's denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure. The arbitration and any decision and award or order of the arbitrator shall be final and binding upon the parties and judgment thereon may be entered in the courts in the State of Ohio or any other court having jurisdiction.
(c)    The Company and any Participant may bring an action in any court of competent jurisdiction to compel arbitration under this Plan and to enforce an arbitration award. Except as otherwise provided in this Plan, both the Company and the Participant agree that neither of them shall initiate or prosecute any lawsuit or administrative action in any way related to any claim covered by this Plan.
(d)    Any claim which either party has against the other party that could be submitted for resolution pursuant to this Section 4.6, must be presented in writing by the claiming party to the other party within one (1) year after the receipt of the Administrator’s decision under Section 4.4. Unless the party against whom any claim is asserted waives the time limits set forth above, any claim not brought within the time period specified shall be waived and forever barred, even if there is a federal or state statute of limitations which would have given more time to pursue the claim.
(e)    The Company shall advance the costs and expenses of the arbitrator. In any arbitration to enforce any of the provisions or rights under this Plan, the unsuccessful party in such arbitration, as determined by the arbitrator, shall pay to the successful party or parties all costs, expenses and reasonable attorneys’ fees incurred therein by such party or parties (including without limitation such costs, expenses and fees related to any appeals), and if such successful party or parties shall recover an award in any such arbitration proceeding, such costs, expenses and attorneys’ fees shall be included as part of such award. Notwithstanding the foregoing provision, in no event shall the successful party or parties be entitled to recover an amount from the unsuccessful party for costs, expenses and attorneys’ fees that exceeds the unsuccessful party’s costs, expenses and attorneys’ fees in connection with the action or proceeding. Any reimbursement of attorneys’ fees to the Participant pursuant to this Section 4.6(e) shall be provided no later than the last day of the Participant’s taxable year following the later of (i) the year in which such attorneys’ fees were incurred and (ii) the year in which the arbitrator determined that the Participant was the successful party.
(f)    Each of the terms and conditions contained in this Section 4.6 shall have separate validity, and the invalidity of any part thereof shall not affect the remaining parts.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.1 Cumulative Benefits. Except as provided in Section 3.3 or as otherwise agreed to in a writing signed between the Company and the Participant, the rights and benefits provided to any Participant under this Plan are cumulative of, and are in addition to, all of the other rights and benefits provided to such Participant under any Benefit Plan or any agreement between such Participant and the Company or any of its Subsidiaries; provided, that, in no event shall a Participant (a) be entitled to participate in the Severance Pay Plan of Avery Dennison Corporation, as amended and restated effective March 6, 2013, and any amendments or successors to that plan or (b) to the extent he or she receives severance or any other benefits under this Plan, be eligible to receive severance or any other benefits under the Avery Dennison Corporation Key Executive Change of Control Severance Plan, as amended and restated effective January 31, 2025, and any amendments or successors to that plan.
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Section 5.2 No Mitigation. No Participant shall be required to mitigate the amount of any payment provided for in this Plan by seeking or accepting other employment following a Termination of Employment with the Company. The amount of any payment or benefit provided for in this Plan shall not be reduced by any compensation or benefit earned by a Participant as the result of employment by another employer or by retirement or other benefits, except as described in Section 3.3.
Section 5.3 Amendment, Modification or Termination.
     (a) The Administrator may amend, modify, or terminate the Plan at any time in its sole and exclusive discretion; provided, however, that: (i) no such amendment, modification or termination may materially and adversely affect any rights of any Participant who has incurred a Termination of Employment on or prior to the effective date of such amendment, modification, or termination; and (ii) any termination of the Plan or modification that is a material diminishment of the severance benefit shall not be effective until twelve (12) months after written notice of such action has been provided to the Participants, except that any modification or amendment shall be immediately applicable to any employee designated as a Participant after the date that the Administrator adopts the modification or amendment.
     (b) Notwithstanding Section 5.3(a) or any other provision of this Plan, and to the fullest extent applicable, this Plan shall be interpreted and the terms shall be applied in accordance with Section 409A. In the event that the Administrator, in its sole and exclusive discretion, determines that any payments, disbursements, or benefits provided, or to be provided, under this Plan may be subject to, and not in compliance with, Section 409A, the Administrator may adopt at any time (without any obligation to do so or to indemnify any Participant for failure to do so) such limited amendments to this Plan, including amendments with retroactive effect, that it reasonably determines are necessary or appropriate to (i) exempt the compensation and benefits payable under this Plan from Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) comply with the requirements of Section 409A; and all such amendments shall be immediately effective as to all Participants. No provision of this Plan shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from any Participant or any other individual to the Company or any of its affiliates, employees or agents.
Section 5.4 Administration.
     (a) Subject to the limitations of the Plan, the Administrator shall have full and final authority, in its sole and exclusive discretion, to administer the Plan, to construe and interpret its provisions, to decide matters arising under the Plan, and to take all other actions deemed necessary or advisable for the proper administration of this Plan. This authority and discretion includes, but is not limited to, determining whether objective (or subjective) criteria under the Plan have been satisfied, resolving any possible inconsistencies or ambiguities, determining eligibility, determining the amount of any payments or benefits, and ensuring compliance with legal and tax matters.
     (b) Subject to its charter and applicable law, the Compensation Committee may, in its discretion, delegate to one or more appropriate executives of the Company any duty or authority of the Compensation Committee hereunder (including, without limitation, the authority to designate Participants and to designate a Participant’s Level for purposes of the Severance Multiplier); provided that the Compensation Committee shall retain (and shall not delegate) (i) authority with respect to any Participant who is a 16(b) Officer (including, without limitation, any authority with respect to whether or not a 16(b) Officer is designated as a Participant and any 16(b) Officer’s eligibility to receive a payment or benefit or the amount of the payment or benefit (such as determinations of Cause, Disability, eligibility, or Level)) and (ii) authority to terminate the Plan or materially diminish or increase the formula for determining the Severance Payment.
Section 5.5 Successors and Assigns. This Plan shall be binding upon and inure to the benefit of the Company and its Successors and assigns. This Plan and all rights of each Participant shall inure to the benefit of and be enforceable by such Participant and his or her personal or legal representatives, executors, administrators, heirs and permitted assigns. If any Participant should die while any amounts are due and payable to such Participant hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Plan to such Participant’s devisees, legatees or other designees or, if there be no such devisees, legatees or other designees, to such Participant’s estate. No payments, benefits or rights arising under this Plan may be assigned or pledged by any Participant, except under the laws of descent and distribution.
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Section 5.6 Notices.
     (a) All notices and other communications provided for in this Plan shall be in writing and shall be delivered as follows: (i) if to the Company, at the Company’s principal office address or such other address as the Company may have designated by written notice to all Participants for purposes hereof, directed to the attention of the General Counsel, and (ii) if to any Participant, at his or her residence address on the records of the Company or to such other address as he or she may have designated to the Company in writing for purposes hereof. Each such notice or other communication according to this Plan shall be deemed to have been duly delivered upon being deposited in the United States Mail via certified or registered mail, return receipt requested, postage prepaid, or by overnight delivery using a service capable of tracking and confirmation of receipt (with postage fees prepaid) such as FedEx or UPS, except that any change of notice address shall be effective only upon receipt.
     (b) The Company shall notify each Participant, within 30 days of such Participant’s designation as eligible for this Plan, that he or she has been designated as a Participant in the Plan.
     (c) For purposes of this Plan, in order for the Company to terminate any Participant’s employment for Cause, the Company must deliver a Termination Notice to such Participant, which notice shall be dated the date it is transmitted for delivery to such Participant, shall specify the Termination Date and shall state that the termination is for Cause and shall set forth in reasonable detail the particulars thereof. For purposes of this Plan, in order for the Company to terminate any Participant’s employment for Disability, the Company must give a Termination Notice to such Participant, which notice shall be dated the date it is transmitted for delivery to such Participant, shall specify the Termination Date and shall state that the termination is for Disability and shall set forth in reasonable detail the particulars thereof. Any Termination Notice delivered by the Company that does not comply, in all material respects, with the foregoing requirements shall be invalid and ineffective for purposes of this Plan.
Section 5.7 No Employment Rights Conferred. This Plan shall not be deemed to create a right, promise, contract or guarantee of employment, continued employment, or of any particular job position, between any Participant and the Company and/or any of its affiliates or Subsidiaries.
Section 5.8 Severability. If any provision of the Plan is, becomes or is deemed to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Plan shall not be affected thereby.
Section 5.9 Governing Law. Except to the extent preempted by U.S. Federal law, this Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflict of laws rules, and applicable federal law.

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Exhibit 10.16
[FORM SEPARATION AND RELEASE AGREEMENT
ONLY FOR LEVEL 4 OR HIGHER EXECUTIVES]
Ver. January 31, 2025
CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT
This Confidential Separation and Release Agreement (“Agreement”) is between _________________ (“You” or “Your”) and Avery Dennison Corporation (“Avery Dennison”; You and Avery Dennison may individually be referred to as a “Party” and collectively as “Parties”). Avery Dennison together with its successors, assigns, predecessors, parents, and direct and indirect subsidiaries and affiliates are collectively referred to herein as the “Company.” You and Avery Dennison agree as follows:
1.    Termination Date. Your employment will continue until Your termination date which is anticipated to be ______________, ____, unless You and Avery Dennison agree to extend Your termination date (“Termination Date”).
2.    Severance Benefits. In exchange for Your promises in this Agreement, and subject to the terms and conditions of this Agreement and the Amended and Restated Avery Dennison Corporation Executive Severance Plan, effective January 31, 2025 (the “Plan”; any terms capitalized herein and not defined shall have the definitions set forth in the Plan), the Company will provide to You the following severance benefits:
A.    You will receive a gross lump-sum payment in the amount of _______________________________ and __/100 Dollars ($__________), which is the sum total of (i) Your Severance Payment (your annual base salary as of Your Termination Date ($_________) plus the Target Award value under the Company’s Annual Incentive Plan (as amended and restated from time to time) for the year in which Your Termination Date occurs and using Your salary in effect as of Your Termination Date to calculate the Target Award ($_________) and (ii) the cash value of twelve (12) months of premiums for qualified medical and dental plans in which You participate as of Your Termination Date ($____________). All required taxes and withholdings will be deducted from this amount.
B. Outplacement services will be provided to You by an agency selected by Avery Dennison. Avery Dennison’s selection of the agency, as well as the type of benefits provided to You, will be determined in Avery Dennison’s sole discretion and commensurate with Your executive level within Avery Dennison. You must complete using these outplacement services within one (1) year of Your Termination Date.
3. Post-Termination Benefits and Obligations.
A.    After Your Termination Date, You are eligible to elect COBRA continuation coverage for the group medical, group dental, and/or comprehensive vision coverage that You had elected, if any, while employed with Avery Dennison. You will be responsible for all required payments for such coverage. You must at all times meet COBRA eligibility requirements.
B.    After Your Termination Date, Your deferred compensation account balance, if any, will be paid to You according to the terms of the Avery Dennison Executive Variable Deferred Retirement Plan (“EVDRP”).



C.    Performance Units, Market-Leveraged Stock Units, Restricted Stock Units, and Stock Options, if any, that are not vested as of Your Termination Date shall be canceled. You will be eligible to exercise any vested stock options on or before the earlier of (i) each option’s expiration date, or (ii) six (6) months after Your Termination Date, unless otherwise specified according to the terms of the applicable equity plans and agreements. No term of any stock options shall be extended.
D.    Outstanding expenses that have been properly incurred and submitted to Avery Dennison within thirty (30) days after Your Termination Date and according to Company policies will be reimbursed to the appropriate authorized account.
E.    All perquisites, including any executive benefit allowance(s), will cease as of Your Termination Date.
F.    After Your Termination Date, and as reasonably requested by Avery Dennison, You agree to assist the Company and its attorneys in any formal or informal legal matters in which You are named as a party and/or relating to which You have relevant knowledge or documents, including, without limitation, any matters in which You are currently involved or that arose while You were an employee of Avery Dennison or its direct or indirect affiliates. You acknowledge and agree that such assistance may include, but will not be limited to, providing truthful information at all times; providing background information regarding any matter on which You previously worked; aiding in the drafting of declarations, affidavits, or similar documents and executing the foregoing; testifying or otherwise appearing at investigation interviews, depositions, arbitrations or court hearings and preparation for the above-described or similar activities; assistance with reviewing and drafting patent applications concerning inventions for which you were an inventor, including executing any documents necessary for the Company to file for or obtain any patents for such inventions.
If You receive notice or legal process that requires You to provide testimony or information in any context about the Company to any third party, You agree to inform Avery Dennison’s Chief Legal Officer via e-mail message or fax transmission within seventy-two (72) hours of receiving such notice. You agree to cooperate with the Company and its attorneys in responding to such legal process. Should it be necessary for You to involve Your personal attorney for representation on such matters, Avery Dennison will reimburse You for these legal fees at actual and reasonable hourly rates, and reasonable travel expenses associated with such assistance that are approved by Avery Dennison in advance will be reimbursed. Travel will be arranged and approved according to Avery Dennison’s employee travel policy which is in effect at the time of the required travel (for an employee in a status of Your former position with Avery Dennison). Fees and expenses incurred shall be submitted by You, with required supporting documentation, within thirty (30) days after they are incurred, and Avery Dennison will reimburse You according to its reimbursement program and process within sixty (60) days of receiving the reimbursement request from You.
4.    Waiver and Release. You agree, for Yourself and Your spouse and child or children (if any), heirs, beneficiaries, devisees, executors, administrators, attorneys, personal or legal representatives, successors and assigns, hereby forever to release, discharge, and covenant not to sue the Company, the Company’s past, present, or future direct and indirect parent, affiliated, related, and/or subsidiary entities, and all of their past and present directors, owners, shareholders, officers, general or limited partners, employees, agents, and attorneys, and agents and representatives of such entities, and employee benefit plans in which You are or have been a participant by virtue of Your employment with the Company, from any and all claims, debts, demands, accounts,



judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected, which You have or may have had based on any events or circumstances arising or occurring on or prior to the Effective Date of this Agreement, and arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever:
A.     Your employment or separation from employment.

B.    Any and all claims arising under any federal, state, or local law relating to Your employment or separation from employment, including without limitation claims of wrongful discharge, discrimination, harassment, retaliation, failure to accommodate, whistleblowing, breach of express or implied contract, fraud, misrepresentation, negligent or intentional infliction of emotional distress, estoppel, defamation, personal injury, negligence, or liability in tort of any kind;

C.    Any and all claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. Section 1981, the Age Discrimination in Employment Act (ADEA), the Older Workers’ Benefits Protection Act (OWBPA), the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Pregnancy Discrimination Act, the Immigration Reform and Control Act, the Occupational Safety and Health Act, the Genetic Information Nondisclosure Act, the Sarbanes-Oxley Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and any other federal, state or local statutes, ordinances, regulations, rules or orders that relate to Your employment or its termination; [MASSACHUSETTS ADD: the Massachusetts Fair Employment Practices Act, the Massachusetts Payment of Wages Law, the Massachusetts Overtime Law, the Massachusetts Civil Rights Act, the Massachusetts Equal Rights Act, the Massachusetts Equal Pay Act, the Massachusetts Labor and Industries Act, the Massachusetts Privacy Act, the Massachusetts Independent Contractor statute, the Massachusetts Earned Sick Time Law,][NEW JERSEY ADD: the New Jersey Conscientious Employee Protection Act, the New Jersey Law Against Discrimination,][WEST VIRGINIA ADD: the West Virginia Human Rights Act],
    
D.     Your status at any time as a holder of any derivative or non-derivative securities of Avery Dennison;

E.    Any and all claims, allegations, assertions, or defenses that the restrictions contained within Sections 8 of this Agreement are overly broad, unreasonable, unenforceable, or supported by insufficient consideration.

You also agree not to file any lawsuit or other action asserting any claim, cause of action, or liability that is waived and released as described above in this Section 4. You understand and agree that this Section 4 waiver and release does not apply to (a) any claims or rights that may arise after the Effective Date, (b) Avery Dennison’s expense reimbursement policies, (c) any vested rights under ERISA-covered employee benefit plans as applicable as of the date You sign this Agreement, (d) any claims that the controlling law clearly states may not be released by private agreement such as workers compensation claims, and (e) claims for indemnity under applicable Company policies or laws.




You agree that You have been properly paid for all hours worked and that You have no work-related injury or illness for which You have not already filed a claim.
[INSERT THE FOLLOWING IF EMPLOYEE IS EMPLOYED IN CALIFORNIA: You expressly waive and relinquish all rights and benefits afforded by Section 1542 of the Civil Code of California, and You do so understanding and acknowledging the significance and consequences of such specific waiver of Section 1542. Section 1542 of the Civil Code of California states as follows:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his/her favor at the time of executing the release, and, that if known by him/her, would have materially affected his/her settlement with the debtor or released party.”
Thus, notwithstanding Section 1542, You expressly acknowledge and agree that this Agreement is intended to include in its effect all claims which may exist, whether or not You know of such claims, at the time of the execution hereof.]
5.     Confidentiality of Agreement. You agree not to disclose, or discuss with, any person (other than Your spouse, attorney, and tax or other financial advisor) any of the terms and conditions of this Agreement, except as may be required (a) by law or regulation, (b) to effectuate the terms of this Agreement, (c) to notify a potential employer of Your confidentiality, non-competition, and non-solicitation obligations, or (d) to comply with a request or order of a government agency or court during an investigation or other legal proceeding. Except as permitted in this Section 5, disclosure of any term of this Agreement is a material breach.
6. Company’s Confidential Information. You agree not to directly, indirectly, or inevitably appropriate, disclose, or use any Confidential Information for Your own use or for the use of others, except as permitted expressly in writing by an officer of the Company. “Confidential Information” means any Company information or material, regardless of the form in which it was made available to You, that is not generally known by the public, including but not limited to, information or material relating to trade secrets, products, components, manufacturing, engineering, processes, research, development, tests, specifications, methods, strategies, mergers, acquisitions, divestitures, joint ventures, capabilities, know-how, vendors, suppliers, finances, accounting, audits, computer and electronic systems, software and hardware, customers, marketing, sales, services, prices, costs, employees, liabilities, third party information shared with the Company under an agreement requiring confidentiality, and any other technical, financial or business information existing or developed at any time by the Company or by You during Your employment, at the Company’s request or otherwise within the scope of Your employment with Avery Dennison. You understand and agree that such Confidential Information which was disclosed to You or to which You obtained access during Your employment is Confidential Information (i) regardless of whether the information is marked as “confidential” or with any similar legend; and (ii) regardless of whether created or originated by You or by others. Such information is also Confidential Information if You should have a reasonable basis to believe it is Confidential Information or if it is treated by Avery Dennison as Confidential Information. You further understand and agree that Confidential Information is special and unique, is the result of great effort and expense, and provides a competitive advantage to the Company.



Notwithstanding any other provision of this Agreement, You understand that under the Defend Trade Secrets Act of 2016, 18 U.S.C § 1833(b)(1): You will not be held criminally or civilly liable under any Federal or State trade secret law for trade secret misappropriation if You disclose a trade secret (a) in confidence to a federal, state or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law and (b) in any document filed under seal in a lawsuit or other proceeding.
[Illinois add: Nothing in this Agreement is intended to or will be used in any way to limit Your rights to make truthful statements or disclosures regarding unlawful employment practices.] [California add: Nothing in this agreement prevents You from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that You have reason to believe is unlawful.]
7.     Return of Company Property. You represent that, except as required to perform Your job duties or as authorized in writing by Your manager or supervisor, You have not (a) removed Confidential Information from the Company’s premises or systems in any manner, or (b) destroyed, deleted, modified, altered, removed, taken, or retained any Company property, including but not limited to equipment, devices, storage media, information (including Confidential Information), and data, whether in hard copy or electronic form, including any copies or duplicates, and You warrant and agree that You will not do any of the foregoing. You further represent that You have used Confidential Information only as necessary to perform Your job and have complied with any rules and procedures for protecting and maintaining Confidential Information, including any additional obligations that the Company undertook in receiving materials from any third parties.
You agree to return to the Company all Company property, equipment, devices, storage media, documents, files, lists, and other information of a business nature, whether Confidential Information or not, and whether in hard copy or electronic form, including copies and duplicates, on or before Your Termination Date. If the return of such property is not possible as of Your Termination Date, You must do so at the earliest possible time thereafter.
8.    Non-Competition and Non-Solicitation Obligations. Subject to the state-specific modifications applicable to You, if any, as outlined in Exhibit A, attached hereto, for a period of two years after Your Termination Date, You agree not to directly or through others engage in Competitive Employment. This restriction in no way limits or diminishes Your obligations under any other provision of this Agreement. If requested by Avery Dennison, You agree to provide information demonstrating Your compliance with this Section. You understand and agree that “Competitive Employment” means any non-Avery Dennison position in the Restricted Area in which You directly or through others provide services that are the same or similar in function to those You provided to Avery Dennison during the Look Back Period, whether as an owner, partner, officer, director, employee, advisor, consultant, contractor, or agent for any person, firm, corporation, partnership, venture, or self-employment, for other another entity that is engaged in, or that is intending or attempting to become engaged in, the Business in any Restricted Area. “Business” means the research, development, manufacture, marketing, sale, service, supply, or consulting of or for any product, component of any product (such as, without limitation, adhesives, films, coatings, and liners), chemical, material, process, or service substantially similar to or competitive with any product, component of any product, chemical, material, process, or service (a) on which or with which You worked during the Look Back Period or (b) about which You obtained Confidential Information at any time. “Look Back Period” in this Agreement means the last five (5) years preceding Your Termination Date. “Restricted Area” means the United States and each additional



country or countries (and states and/or state equivalents therein) in which the Company (directly or indirectly through its direct and indirect affiliates and subsidiaries) is engaged in business, because of the geographic scope of the work You performed for the Company (which was global) and the national and international nature of the Company’s businesses (through its direct and indirect affiliates and subsidiaries) about which You acquired Confidential Information at any time.
Subject to the state-specific modifications applicable to You, if any, as outlined in Exhibit A, attached hereto, for two (2) years after Your Termination Date, unless You have the express written permission of an officer of Avery Dennison, You agree that You will not directly or through others: (A) (i) call upon, solicit, divert or take away, or attempt to call upon, solicit, divert or take away, any customers, business, suppliers, or vendors, or, unless prohibited by law, prospective customers, business, suppliers, or vendors, of the Company upon whom You called, serviced, supported or solicited during the Look Back Period, about whom You learned Confidential Information at any time, or with whom You became acquainted with as a result of Your employment with the Company (“Covered Entities”), or (ii) solicit, influence or encourage (or attempt to do so) any Covered Entities to terminate its or their relationship with the Company for any reason; or (B) solicit, influence or encourage (or attempt to do so) any person or business that was an employee, consultant, or contractor of the Company with whom You had work-related contact during the Look Back Period or about whom You learned Confidential Information at any time (“Covered Relationship”) to terminate their employment or other relationship with the Company for any reason.
You and the Company agree that the obligations in this Section 8 are inherently reasonable because they are limited to the places or locations where the Covered Entities and Covered Relationships are doing business or providing services at the time; however, if that is not sufficient, then Section 8 shall be limited to the Restricted Area.
9.    Loss of Right to, or Repayment of, Severance. You will not be entitled to the severance payments set forth in Section 2.A., or if already paid, You will be required to repay such severance payments (a) if it is determined by Avery Dennison, within one year after Your Termination Date, that while employed with Avery Dennison you committed a crime, engaged in material dishonesty, fraud, misconduct, or grossly negligent conduct, or breached Your fiduciary duty or duty of loyalty to Avery Dennison; (b) if You breach or have breached Your obligations under Sections 6, 7 or 8 of this Agreement; or (c) as may otherwise be required by law.
10.    Non-Admission. The offering, negotiating, undertaking, or signing of this Agreement, are not in any way an acknowledgment or admission that You, the Company, or any person acting on behalf of the Company, have (a) violated or failed to comply with any federal, state, or local constitutional provision, statute, law, regulation, rule, or ordinance; or (b) not complied with any of Avery Dennison’s policies, procedures, or contracts.
11.    No Interference with Rights. You understand, agree and acknowledge that nothing contained in this Agreement, including but not limited to Sections 3 (Waiver and Release, Promise Not to Sue), 4 (Confidentiality of Agreement), 5 (Company’s Confidential Information) and 6 (Return of Company Property): (a) limits or affects Your right to challenge the validity of this Agreement under the ADEA or the OWBPA, (b) prevents You from communicating with, filing a charge or complaint with; providing documents or information voluntarily or in response to a subpoena or other information request to; or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, the Securities and Exchange Commission, law enforcement, or any other any federal, state or local agency charged with the enforcement of any laws, or from



responding to a subpoena or discovery request in court litigation or arbitration, although by signing this Agreement You are waiving Your right to recover any individual relief (including any back pay, front pay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by You or on Your behalf by any third party, except for any right You may have to receive a payment or award from a government agency (and not the Company) for information provided to the government agency or where otherwise prohibited. [NEW JERSEY ADD: or (c) shall have the purpose or effect of requiring You to conceal the details relating to any claim of discrimination, harassment, or retaliation, provided that You do not reveal proprietary information consisting of non-public trade secrets, business plans, and customer information;] [CALIFORNIA ADD: or (c) waives Your right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company, or on the part of the agents or employees of the Company, when You have been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature. Further, nothing in this agreement prevents You from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that You have reason to believe is unlawful.] [ILLINOIS ADD: or (c) precludes You from testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged unlawful employment practices regarding the Company, its agents, or employees, when You have been required or requested to do so pursuant to a court order, subpoena, or written request from an administrative agency or the legislature;]
12.    Successors and Assigns. The Company may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law, or otherwise) to all or substantially all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and permitted successors and assigns.
13.    Construction of Agreement. This Agreement shall be governed by the laws of the State in which You reside or by U.S. federal law as applicable to the Agreement. If any provision of this Agreement shall, for any reason, be adjudged by any court or arbitrator of competent jurisdiction to be invalid or unenforceable, in whole or in part, such judgment shall not affect, impair or invalidate the remainder of the Agreement. This Agreement is the only and complete agreement between You and the Company on or in any way relating to the subject matter hereof, provided, however, that Your obligations of confidentiality, non-competition, and non-solicitation set forth in any agreement between You and the Company shall expressly remain in full force and effect except to the extent modified by the specific inclusion of new confidentiality, non-competition and non-solicitation provisions in this Agreement. You acknowledge and agree that You are not entitled to any post-employment compensation or severance except as exclusively provided for herein. No prior or contemporaneous statements, promises, or representations have been made by either Party to the other and no consideration has been or is offered, promised, or expected other than that already received or described in this Agreement. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either Party.
14.    Dispute Resolution. All disputes arising out of or in connection with this Agreement, the termination of Your employment, or with any aspect of Your employment shall be finally determined by arbitration administered by the American Arbitration Association and governed by its commercial arbitration rules in effect as of the date of this Agreement. The seat and place of arbitration shall be



in or reasonably near the city and in the same state in which You last resided when employed by the Company, and any and all awards and other decisions shall be deemed to have been made there. The number of arbitrators shall be one. All orders, decisions, and awards rendered by the arbitral tribunal will be final, binding, and enforceable by any court of competent jurisdiction.
Either Party shall have the right to seek injunctive relief to preserve the status quo pending a final award in the arbitration and may do so before or after the constitution of the arbitral tribunal without waiving the right to arbitration. The Parties further agree that any breach of this Agreement shall constitute irreparable harm for which judicial injunctive relief shall be available in any court of competent jurisdiction without the necessity for posting bond or other security, and any requirement for which is hereby waived. With regard to any action, claim, or proceeding for such injunctive relief or to enforce any order, decision, or award rendered by the arbitral tribunal in a court of competent jurisdiction, including the courts of the United States, each Party irrevocably consents to the jurisdiction and venue of such courts (and of the appropriate appellate courts thereof) in any such action, claim or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the venue of any such action, suit, or proceeding in such court or that any such action, suit, or proceeding brought in such court has been brought in an inconvenient forum. Process in any such action, suit, or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court.
The parties agree to use all possible measures to keep the existence of any dispute hereunder and any and all information concerning any arbitral proceedings and any order, decision, or award strictly confidential except (i) to the extent necessary to enable a Party to properly exercise or enforce its rights under this Agreement or under any order, decision, or award rendered by the arbitral tribunal, or (ii) to the extent required by applicable law or by regulations of any stock exchange or regulatory authority or pursuant to any order of a court or any other competent authority or tribunal.
15. 409A Internal Revenue Code Compliance.
A.    This Agreement shall be interpreted and the terms shall be applied, to the fullest extent applicable, in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the Department of Treasury Regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the Effective Date of this Agreement (“Section 409A”). In the event that Avery Dennison, in its sole and exclusive discretion, determines that any payments, disbursements, or benefits provided or to be provided under this Agreement may be subject to, and not in compliance with, Section 409A, Avery Dennison may adopt at any time (without any obligation to do so or to indemnify You for failure to do so) such limited amendments to this Agreement, including amendments with retroactive effect, that Avery Dennison reasonably determines are necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) comply with the requirements of Section 409A, and all such amendment shall be immediately effective as to and applicable to You.
B. Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that is considered nonqualified deferred compensation under Section 409A and is designated under this Agreement as payable upon Your termination of employment shall be payable only upon Your “separation from service” with Avery Dennison within the meaning



of Section 409A. Your right to receive any installment payments under this Agreement, if any, shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Notwithstanding anything to the contrary herein, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from You or any other individual to Avery Dennison or any of its affiliates, employees, or agents.
16. Tolling. You understand and agree that if You violate Your obligations under Sections 7 and/or 8 of this Agreement, the applicable restrictive periods shall be extended by a period of time equal to the time during which You were in breach.
17. Time for Consideration. You must sign this Agreement within twenty-one (21) days following Your Termination Date. You can sign the Agreement any time on or before this date. [IF THE EMPLOYEE IS 40 YEARS OLD OR OLDER, ADD THE FOLLOWING: You have seven (7) days after You sign the Agreement to revoke Your signature, provided that a revocation means that You will not receive the benefits provided under this Agreement. Your revocation, to be effective, must be in writing, signed by You, and received by ______________________________ [INSERT NAME AND ADDRESS] (email: ______________________) within seven (7) calendar days after You sign the Agreement, not including the day You signed it. This Agreement shall be effective only after this seven (7) day revocation period has expired without Your revocation (“Effective Date”).] You are advised to consult with an attorney before signing this Agreement if You desire to do so.
[IF THE TERMINATION IS IN CONNECTION WITH A GROUP TERMINATION/EXIT INCENTIVE PROGRAM, THEN INSERT THE FOLLOWING AND REVIEW EXH. B WITH LEGAL: You agree that You have received the attached Exhibit B, job title and age report.]
You agree: (a) that You have been provided an adequate opportunity to read, understand, and consider this Agreement; (b) that You have been advised to consult with an attorney if you desire; (c) that You understand this Agreement; and (d) that You are agreeing to this Agreement knowingly and voluntarily.
This Agreement may be signed in counterparts, each to be effective as to the other Party, both Parties to exchange signed signature pages.
Signature: ________________________
Employee

Print Name: _______________________

Date: ____________________________
Signature: __________________________________
Avery Dennison Representative

Print Name: ________________________________

Title: _____________________________________

Date: _____________________________________





EXHIBIT A
State-Specific Modifications

The following shall apply based upon the last state in which You resided when employed by the Company, or as is expressly described as applicable to You below:
Confidential Information Supplement. If, and only if, the controlling state law applicable to You requires a time limit to be placed on restrictions concerning the post-employment use of Confidential Information in order for the restriction to be enforceable, then this Agreement’s restriction on Your use of Confidential Information that is not a trade secret will expire two (2) years after the Termination Date. This time limit will not apply to (a) Confidential Information that qualifies as a trade secret or (b) confidential information of third parties. The Company’s trade secrets will remain protected for as long as they qualify as trade secrets under applicable law. Items of confidential information of third parties will remain protected for as long as allowed under the laws and/or separate agreements that make them confidential. Nothing in the foregoing shall be construed to permit You to recreate records of Confidential Information from memory or retain copies of Confidential Information in any form after Your employment with the Company ends. You understand that You should have no records of this kind in Your possession or control with which to refresh Your memory after Your employment with the Company ends.

Arizona
If Arizona law applies, then the definition of “Covered Entities” shall be revised to exclude prospective customers, businesses, suppliers, or vendors, of the Company.

California
If California law applies, then: (a) the noncompetition obligations in Section 8 shall not apply; and (b) the Covered Relationship nonsolicitation obligations in Section 8 shall not apply; and (c) the Covered Entity nonsolicitation obligations in Section 8 shall be limited to situations where You are aided in Your conduct by the use or disclosure of the Company’s trade secrets (as defined by applicable law).

Georgia
If Georgia law applies, then: (a) if an arbitrator or court of competent jurisdiction finds that the two (2) year restricted period in Section 8 and/or 8 for Your noncompetition and/or nonsolicitation obligations, respectively, is overbroad or unenforceable, the restricted period in the applicable Section(s) should be reduced to one (1) year after the Termination Date; (b) Section 16 regarding extension of post-employment obligations shall not apply; (c) the definition of “Restricted Area” shall be modified to mean “the territory where You were working at the time Your employment with the Company ended” and allows You to reasonably determine the maximum reasonable scope of the restraint as of the Termination Date; and (d) You agree, represent, and warrant that Your duties with the Company, and/or skill as a professional, satisfy the requirements of Georgia law for covenants that restrict competition under Official Code of Georgia Annotated Section 13-8-53(a).
Illinois
If You reside in Illinois when You enter into this Agreement, 25% of the severance pay described in Section 2.A shall serve as the additionally mutually agreed upon consideration for the noncompetition and nonsolicitation obligations in Section 8. You stipulate that this is adequate consideration to make the noncompetition and nonsolicitation obligations in Section 8



immediately binding upon You. Additionally, You acknowledge that You were advised to consult with an attorney about this Agreement and have been given an opportunity to do so.
If Illinois law applies, then: (a) Section 8 shall not apply to You if You are paid $75,000.00/year (or as otherwise adjusted by law) or less as of Your Termination Date; and (b) Section 8 shall not apply to You if You are paid $45,000.00 (or as otherwise adjusted law) or less as of Your Termination Date.

Indiana
If Indiana law applies, then: (a) the restricted periods in Section 8 for Your noncompetition obligations and nonsolicitation obligations, respectively, shall be for one (1) year after the Termination Date; and (b) the Covered Relationship nonsolicitation obligations in Section 8 shall be modified to limit the obligation to the solicitation of employees to those who have access to or possess Confidential Information that could be used to harm the Company’s legitimate protectable interests (such as, but not limited to, its competitive advantage and/or valuable business relationships and goodwill).

Massachusetts
If You reside in Massachusetts when You enter into this Agreement, then 25% of the severance pay described in Section 2.A. shall serve as the additionally mutually agreed upon consideration for the obligations in Section 8. You stipulate that this is adequate consideration to make the obligations in Section 8 immediately binding upon You. You understand that the Company is relying upon the truth of these representations by You in entering into the obligations set forth in Section 8 with You, and You agree not to assert any claim or defense contrary to these representations.

If Massachusetts law applies, then: (a) the restricted period in Section 8 for Your noncompetition obligations shall be one (1) year after the Termination Date; and (b) the noncompetition obligations in Section 8 will not apply post-employment if Your employment is terminated without Cause or if Your employment is terminated as part of a reduction in force. As used herein, and notwithstanding anything to the contrary in the Plan, “Cause” is: (i) a material breach by You of any of Your material obligations under any applicable employment, confidentiality, non-solicitation or noncompetition agreement with the Company; (ii) Your conviction of or entering a plea of guilty or nolo contendere to, or admission to facts sufficient for a finding of guilt for, any crime constituting a felony or any misdemeanor involving fraud, dishonesty and/or moral turpitude under federal, state, local or foreign law; (iii) Your neglect, refusal, or failure to: (1) meet the performance expectations for Your position, (2) discharge Your duties (other than due to physical or mental illness) commensurate with Your title and function, or (3) Your failure to comply with a lawful direction of the Company; (iv) the commission of any act or omission involving dishonesty, disloyalty or fraud with respect to the Company; (v) Your breach of a statutory or common law duty of loyalty or fiduciary duty to the Company; (vi) Your violation of the Company’s policies or procedures; (vii) any other willful misconduct by You which is or intends to be materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company; or (viii) any other reason recognized under the common law; and (c) Section 16 regarding extension of post-employment obligations shall not apply to the noncompetition obligations in Section 8. However, if You breach Section 8 of this Agreement, and also breach Your fiduciary duty to the Company and/or have unlawfully taken, physically or electronically, any of the Company’s property, then the restricted period in Section



8 may be equitably extended by an enforcing court or arbitrator for a period not to exceed two (2) years from the Termination Date.
Personal Jurisdiction: To the extent either party pursues temporary and/or preliminary injunctive relief in court, You consent to the exclusive personal jurisdiction of the court located in the county where You reside and the business litigation session of the superior court in Suffolk County, Massachusetts with respect to all matters arising out of or related to this Agreement.
Minnesota
If Minnesota law applies, then You acknowledge that You were aware that execution of an agreement with noncompetition and nonsolicitation obligations was a requirement of employment when You accepted the Company’s offer.

Missouri
If Missouri law applies, then the Covered Relationship nonsolicitation obligations in Section 8 will be modified to exclude any employee who performs only secretarial or clerical services.

North Carolina
If North Carolina law applies, then the restricted periods in Section 8 for Your noncompetition obligations and nonsolicitation obligations, respectively, shall be for one (1) year after the Termination Date.

Oregon
If Oregon law applies, then Section 8 shall not apply to You. Your obligations of non-competition and non-solicitation set forth in any prior agreement between You and the Company, however, including your Employee Agreement, shall expressly remain in full force and effect.

Washington
If Washington law applies, then the following applies: (a) the restricted periods in Section 8 for Your noncompetition obligations and nonsolicitation obligations, respectively, shall only be for eighteen (18) months after the Termination Date; (b) the noncompetition obligations in Section 8 will not be enforced against You if You are subject to a layoff, unless the Company agrees to pay You, at the time of layoff, the payments required by the Washington Act to keep Section 8 in effect. For purposes of this section, “layoff” means termination of Your employment by the Company for reasons of the Company’s insolvency or other purely economic factors, and specifically excludes termination of Your employment for any other reason, either with or without cause; (c) the noncompetition obligations in Section 8 will not be or become enforceable against You unless or until You earn more than $101,390 annually, or the otherwise adjusted equivalent in accordance with the requirements of Washington Noncompete Act (Chapter of Title 49 RCW enacting ESHB 1450 of the 66th Legislature, 2019 Regular Session) (the “Washington Act”); and (d) Section 8 is modified to only prohibit solicitation of any Covered Entity to cease or reduce the extent to which it is doing business with the Company; in accordance with the definition of an enforceable “nonsolicitation agreement” under the Washington Act.

You further acknowledge that You were aware that execution of an agreement with noncompetition and nonsolicitation obligations was a requirement of employment when You accepted the Company’s offer. You understand that the Company is relying upon the truth of these representations by You in entering into the noncompete obligations with me, and You agree not to assert any claim or defense contrary to these representations.




Texas
If Texas law applies, then Section 8 shall not apply to You. Your obligations of non-competition and non-solicitation set forth in any prior agreement between You and the Company, however, including your Employee Agreement, shall expressly remain in full force and effect.

Wisconsin
If Wisconsin law applies, then: (a) the restricted periods in Section 8 for Your noncompetition obligations and nonsolicitation obligations, respectively, shall be for one (1) year after the Termination Date; (b) Section 16 regarding extension of post-employment obligations shall not apply; (c) the Covered Relationship nonsolicitation obligations in Section 8 will be limited to the solicitation of an employee who is in a Sensitive Position. An employee in a “Sensitive Position” refers to an employee who is in a management, supervisory, sales, research and development, or similar role where the employee is provided with Confidential Information or is involved in business dealings with the Company’s customers; and (d) the definition of “Covered Entities” shall be revised to exclude prospective customers, business, suppliers, or vendors, of the Company.


Exhibit 10.34
image_0a.jpg
Avery Dennison
Corporate Headquarters
8080 Norton Parkway
Mentor, Ohio 44060
P +1 404-534-6000

November 14, 2024                                        
                                        


Danny G Allouche
[Address]
[Address]
[Address]


Dear Danny:

I am very pleased to confirm your appointment as SVP, Chief Strategy and Development Officer & Interim Chief Financial Officer, effective November 15, 2024, reporting to me. This is an Executive Level 3 position and is subject to approval by the Board of Directors (the “Board”).

Your compensation package will be reviewed in February 2025 as part of our annual process. As a result, your compensation remains as follows for now:

Base Salary: Your annualized rate of pay will remain ILS 1,680,000, paid pursuant to customary local payroll practices. Your next salary adjustment, if any, will be effective April 2025. Subsequent salary reviews will be conducted in April of each year, or on another date designated by the Company for a given year.

AIP Award: You will continue to be eligible to participate in the Company’s Annual Incentive Plan (“AIP”), with a target AIP opportunity of 50% of base salary, subject to applicable withholdings. The AIP, including eligibility criteria, may change at any time, with or without notice, in accordance with applicable law and at the discretion of the Company.

Long-Term Incentive (LTI): You will continue to be eligible for an annual LTI award with a target opportunity of 120% of base salary. Executive LTI awards are currently delivered via a mix of Performance Units and Market-Leveraged Stock Units. The LTI program, including eligibility criteria, may change at any time, with or without notice, in accordance with applicable law and at the discretion of the Company.

Other Benefits and Obligations: Your vacation entitlement remains as is. You will continue to be a participant in the Avery Dennison Executive Severance Plan and any other plans generally offered to Level 3 executives. You will also continue to be subject to the Avery Dennison Stock Ownership Policy.

US-Related Expenses: While serving as Interim Chief Financial Officer, you may be required to travel to the US for extended periods of time. As a result, the Company will pay for your accommodation, meals, incidentals and any net income tax increase as a result of


Exhibit 10.34
image_0a.jpg
Avery Dennison
Corporate Headquarters
8080 Norton Parkway
Mentor, Ohio 44060
P +1 404-534-6000

your additional time spent in the US. The Company will also pay pre-approved expenses for up to four (4) family visits from now through February 2025.
Section 16 Designation: Effective November 15, 2024, you will be designated as a Section 16 officer under U.S. securities laws. As a result, you will have obligations to report any transactions you make with respect to Company stock within two business days of the transaction. In addition to these reporting requirements, you can be subject to civil liability for certain “short-swing” transactions. You should discuss these matters with the Company’s Corporate Secretary.
As a condition of your appointment, we need to receive a signed and dated copy of this letter.

If you have any questions, please let me know.



Sincerely,

/s/ Deon Stander
Deon Stander
President & CEO




cc: Deena Baker-Nel, SVP & CHRO





Accepted by: /s/ Danny Allouche


Date: November 14, 2024



Exhibit 19
Avery Dennison Corporation
Insider Trading Compliance Policy and Procedures
*
Federal and state laws prohibit trading in the securities of a company while in possession of material nonpublic information and in breach of a duty of trust or confidence. These laws also prohibit anyone who is aware of material nonpublic information from providing this information to others who may trade. Violating such laws can undermine investor trust, harm the reputation and integrity of Avery Dennison Corporation (together with its subsidiaries, the “Company”), and result in dismissal from the Company or even serious criminal and civil charges against the individual and the Company. The Company reserves the right to take whatever disciplinary or other measure(s) it determines in its sole discretion to be appropriate in any particular situation, including disclosure of wrongdoing to governmental authorities.
Persons Covered and Administration of Policy
This Insider Trading Compliance Policy and Procedures (this “Policy”) applies to all officers, directors and employees of the Company. For purposes of this Policy, “officers” refer to those individuals who meet the definition of “officer” under Section 16 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”). Individuals subject to this Policy are responsible for ensuring that members of their household comply with this Policy. This Policy also applies to any entities controlled by individuals subject to the Policy, including any corporations, limited liability companies, partnerships or trusts, and transactions by these entities should be treated for the purposes of this Policy as if they were for the individual’s own account. The Company may determine that this Policy applies to additional persons with access to material nonpublic information, such as contractors or consultants. Officers, directors and employees, together with any other person designated as being subject to this Policy by the Corporate Secretary or his or her designee (the “Compliance Officer”), are referred to collectively as “Covered Persons.
    Questions regarding the Policy should be directed to the Compliance Officer, who is responsible for the administration of this Policy, which first became effective as of February 27, 2023.
Policy Statement
No Covered Person shall purchase or sell any type of security while in possession of material nonpublic information relating to the security or the issuer of such security in breach of a duty of trust or confidence, whether the issuer of such security is the Company or any other company. In addition, if a Covered Person is in possession of material nonpublic information about other publicly-traded companies, such as suppliers, customers, competitors or potential acquisition targets, the Covered Person may not trade in such other companies’ securities until the information becomes public or is no longer material. Further, no Covered Person shall purchase or sell any security of any other company, including another company in the Company’s industry, while in possession of material nonpublic information about that
* Last amended by the Board of Directors on January 29, 2025.



company if such information is obtained in the course of the Covered Person’s employment or service with the Company.
In addition, Covered Persons shall not directly or indirectly communicate material nonpublic information to anyone outside the Company (except in accordance with the Company’s policies regarding confidential information) or to anyone within the Company other than on a “need-to-know” basis.
Securities includes stocks, bonds, notes, debentures, options, warrants, equity and other convertible securities, as well as derivative instruments.
Purchase and sale are defined broadly under the federal securities law. Purchase includes not only the actual purchase of a security, but also any contract to purchase or otherwise acquire a security. Sale includes not only the actual sale of a security, but also any contract to sell or otherwise dispose of a security. These definitions extend to a broad range of transactions, including conventional cash-for-stock transactions, conversions, the exercise of stock options, transfers, gifts, and acquisitions and exercises of warrants or puts, calls, pledging and margin loans, or other derivative securities. Changes in the level of participation in the Company Stock Fund in the Company's Employee Savings Plan and the transfer of funds into or out of the Company Stock Fund will be treated as purchases and sales of Company stock.
The laws and regulations concerning insider trading are complex, and Covered Persons are encouraged to seek guidance prior to considering a transaction in Company securities.
Blackout Periods
No member of the Company’s Board of Directors, employee serving as an officer or in a director-level position or above or any other person so designated by the Compliance Officer (as well as any individual or entity covered by this Policy by virtue of their relationship to such individual), shall purchase or sell any security of the Company during the period beginning at the close of business on the Friday that is fifteen days before the last Saturday of the month in which the Company’s fiscal quarter ends (i.e., as applicable, the next March, June, September or December) and ending after completion of the second trading day after the public release of earnings data for such fiscal quarter or during any other trading suspension period determined by the Compliance Officer, such period, a “blackout period.” A “trading day” is a day on which U.S. national stock exchanges are open for trading. If, for example, the Company were to make an announcement on Monday, then the blackout period would terminate after the close of trading on Tuesday.
These prohibitions do not apply to:
purchases of the Company’s securities from the Company, or sales of the Company’s securities to the Company;
exercises of stock options or other equity awards or the surrender of shares to the Company in payment of the exercise price or in satisfaction of any tax withholding obligations in a manner permitted by the applicable equity award



agreement, or vesting of equity-based awards, in each case, that do not involve a market sale of the Company’s securities (the “cashless exercise” of a Company stock option or other equity award through a broker does involve a market sale of the Company’s securities, and therefore would not qualify under this exception);
bona fide gifts of the Company’s securities, unless the individual making the gift knows, or is reckless in not knowing, the recipient intends to sell the securities while the donor is in possession of material nonpublic information about the Company; or
purchases or sales of the Company’s securities made pursuant to a plan adopted to comply with the Exchange Act Rule 10b5-1 (“Rule 10b5-1”).
The Compliance Officer may recommend that directors, officers, employees or others suspend trading in Company securities because of developments that have not yet been disclosed to the public. Subject to the exceptions noted above, all of those individuals affected should not trade in the Company’s securities while the suspension is in effect, and should not disclose to others that the Company has suspended trading.
Preclearance of Trades by Directors, Officers and Employees
All transactions in the Company’s securities by individuals subject to blackout periods (each, a “Preclearance Person”) must be precleared by the Compliance Officer. Preclearance should not be understood to represent legal advice by the company that a proposed transaction complies with the law. A request for preclearance must be in writing and the Company, in its sole discretion, may adopt additional requirements for preclearance.
Notwithstanding receipt of preclearance, if the Preclearance Person becomes aware of material nonpublic information, or becomes subject to a blackout period before the transaction is effected, the transaction may not be completed. Transactions under a previously established Rule 10b5-1 Trading Plan that has been preapproved in accordance with this Policy (or was preapproved by the Compliance Officer prior to the effective date of this Policy) are not subject to further preclearance.
None of the Company, the Compliance Officer, or the Company’s other employees will have any liability for any delay in reviewing, or refusal of, a request for preclearance.
Material Nonpublic Information
Information is considered “material” if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy, sell, or hold a security, or if the information is likely to have a significant effect on the market price of the security. Material information can be positive or negative, and can relate to virtually any aspect of a company’s business or to any type of security, debt, or equity. Also, information that something is likely to happen in the future—or even just that it may happen—could be deemed material.



Examples of material information may include (but are not limited to) information about:
corporate earnings or earnings forecasts;
possible mergers, acquisitions, tender offers, or dispositions;
major new products or product developments;
important business developments, such as developments regarding strategic collaborations;
management or control changes;
significant financing developments including pending public sales or offerings of debt or equity securities;
defaults on borrowings;
bankruptcies;
cybersecurity or data security incidents; and
significant litigation or regulatory actions.
Information is “nonpublic” if it is not available to the general public. In order for information to be considered “public,” it must be widely disseminated in a manner that makes it generally available to investors in a Regulation FD-compliant method, such as through a press release, a filing with the U.S. Securities and Exchange Commission (the “SEC”) or a Regulation FD-compliant conference call. The Compliance Officer shall have sole discretion to decide whether information is public for purposes of this Policy.
The circulation of rumors, even if accurate and reported in the media, does not constitute public dissemination. In addition, even after a public announcement, a reasonable period of time may need to lapse in order for the market to react to the information.
Post-Termination Transactions
If an individual is in possession of material nonpublic information when the individual’s service terminates, the individual may not trade in the Company’s securities until that information has become public or is no longer material.
Prohibited Transactions
The Company has determined that there is a heightened legal risk and the appearance of improper or inappropriate conduct if persons subject to this Policy engage in certain types of transactions. Therefore, Covered Persons shall comply with the following policies with respect to certain transactions in the Company’s securities.



Short Sales
Short sales of the Company’s securities are prohibited by this Policy. Short sales of the Company’s securities, or sales of shares that the insider does not own at the time of sale, or sales of shares against which the insider does not deliver the shares within 20 days after the sale, evidence an expectation on the part of the seller that the securities will decline in value, and, therefore, signal to the market that the seller has no confidence in the Company or its short-term prospects. In addition, Section 16(c) of the Exchange Act prohibits Section 16 reporting persons (i.e., directors, officers, and the Company’s 10% stockholders) from making short sales of the Company’s equity securities.
Options
Transactions in puts, calls, or other derivative securities involving the Company’s equity securities, on an exchange, on an over-the-counter market, or in any other organized market, are prohibited by this Policy. A transaction in options is, in effect, a bet on the short-term movement of the Company’s stock and, therefore, creates the appearance that a Covered Person is trading based on material nonpublic information. Transactions in options, whether traded on an exchange, on an over-the-counter market, or any other organized market, also may focus a Covered Person’s attention on short-term performance at the expense of the Company’s long-term objectives.
Hedging Transactions
Hedging transactions involving the Company’s securities, such as prepaid variable forward contracts, equity swaps, collars and exchange funds, or other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities, are prohibited by this Policy. Such transactions allow the Covered Person to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the Covered Person may no longer have the same objectives as the Company’s other stockholders.
Margin Accounts and Pledging
Members of the Company’s Board of Directors and employees serving as officers are prohibited (and all other non-officer Covered Persons are strongly discouraged) from pledging Company securities as collateral for a loan, purchasing Company securities on margin (i.e., borrowing money to purchase the securities), or placing Company securities in a margin account. This prohibition does not apply to cashless exercises of stock options under the Company’s equity plans.
Rule 10b5-1 Trading Plans
The trading restrictions set forth in this Policy, other than those transactions described under “Prohibited Transactions,” do not apply to transactions under a previously established



contract, plan or instruction to trade in the Company’s securities entered into in accordance with Rule 10b5-1 (a “Trading Plan”) that:
has been submitted to and preapproved by the Compliance Officer;
includes a “Cooling Off Period” for
oSection 16 reporting persons that extends to the later of 90 days after adoption or modification of a Trading Plan or two business days after filing the Form 10-K or Form 10-Q covering the fiscal quarter in which the Trading Plan was adopted, up to a maximum of 120 days; and
oemployees and any other persons, other than the Company, that extends 30 days after adoption or modification of a Trading Plan;
for Section 16 reporting persons, includes a representation in the Trading Plan that the Section 16 reporting person is (1) not aware of any material nonpublic information about the Company or its securities and (2) adopting the Trading Plan in good faith and not as part of a plan or scheme to evade Rule 10b-5;
has been entered into in good faith at a time when the individual was not in possession of material nonpublic information about the Company and not otherwise in a blackout period, and the person who entered into the Trading Plan has acted in good faith with respect to the Trading Plan;
either (1) specifies the amounts, prices, and dates of all transactions under the Trading Plan or (2) provides a written formula, algorithm, or computer program for determining the amount, price, and date of the transactions, and (3) prohibits the individual from exercising any subsequent influence over the transactions; and
complies with all other applicable requirements of Rule 10b5-1.
The Compliance Officer may impose such other conditions on the implementation and operation of the Trading Plan as the Compliance Officer deems necessary or advisable. Individuals may not adopt more than one Trading Plan at a time except under the limited circumstances permitted by Rule 10b5-1 and subject to preapproval by the Compliance Officer.
An individual may only modify a Trading Plan outside of a blackout period and, in any event, when the individual does not possess material nonpublic information. Modifications to and terminations of a Trading Plan are subject to preapproval by the Compliance Officer and modifications of a Trading Plan that change the amount, price, or timing of the purchase or sale of the securities underlying a Trading Plan will trigger a new Cooling-Off Period.
The Company reserves the right to publicly disclose, announce, or respond to inquiries from the media regarding the adoption, modification, or termination of a Trading Plan and non-Rule 10b5-1 trading arrangements, or the execution of transactions made under a Trading Plan.



The Company also reserves the right from time to time to suspend, discontinue, or otherwise prohibit transactions under a Trading Plan if the Compliance Officer or the Board of Directors, in its discretion, determines that such suspension, discontinuation, or other prohibition is in the best interests of the Company.
Compliance of a Trading Plan with the terms of Rule 10b5-1 and the execution of transactions pursuant to the Trading Plan are the sole responsibility of the person initiating the Trading Plan, and none of the Company, the Compliance Officer, or the Company’s other employees assumes any liability for any delay in reviewing and/or refusing to approve a Trading Plan submitted for approval, nor the legality or consequences relating to a person entering into, informing the Company of, or trading under, a Trading Plan.
Interpretation, Amendment, and Implementation of this Policy
The Compliance Officer shall have the authority to interpret and update this Policy and all related policies and procedures. In particular, such interpretations and updates of this Policy, as authorized by the Compliance Officer, may include amendments to or departures from the terms of this Policy, to the extent consistent with the general purpose of this Policy and applicable securities laws.
Actions taken by the Company, the Compliance Officer, or any other Company personnel do not constitute legal advice, nor do they insulate you from the consequences of noncompliance with this Policy or with securities laws.
Certification of Compliance
Directors, officers, employees and others subject to this Policy may be asked periodically to certify their compliance with the terms and provisions of this Policy.



Exhibit 21
 
SUBSIDIARY(1)
  U.S. STATE OR COUNTRY IN
WHICH ORGANIZED

ADC PHILIPPINES, INC.PHILIPPINES
ADESPAN S.R.L.ITALY
ADHIPRESS BANGLADESH LTD.BANGLADESH
AVERY CORP.DELAWARE
AVERY DE MEXICO, S. DE R.L. DE C.V.MEXICO
AVERY DENNISON ATMA d.o.o.CROATIA
AVERY DENNISON ATMA GMBHAUSTRIA
AVERY DENNISON AUSTRALIA INTERNATIONAL HOLDINGS PTY LTD.AUSTRALIA
AVERY DENNISON AUSTRALIA PTY LTD.AUSTRALIA
AVERY DENNISON BELGIE BVBELGIUM
AVERY DENNISON BELGIUM MANAGEMENT SERVICES SRLBELGIUM
AVERY DENNISON BENELUX BVBELGIUM
AVERY DENNISON BVNETHERLANDS
AVERY DENNISON CANADA CORPORATIONCANADA
AVERY DENNISON CENTRAL EUROPE GMBHGERMANY
AVERY DENNISON CHILE S.A.CHILE
AVERY DENNISON COLOMBIA S. A.S.
COLOMBIA
AVERY DENNISON COMMERCIAL EL SALVADOR, S.A. DE C.V.EL SALVADOR
AVERY DENNISON CONVERTED PRODUCTS DE MEXICO, S.A. DE C.V.MEXICO
AVERY DENNISON CONVERTED PRODUCTS EL SALVADOR S. A. DE C. V.EL SALVADOR
AVERY DENNISON, C.A.VENEZUELA
AVERY DENNISON DE ARGENTINA S.R.L.ARGENTINA
AVERY DENNISON DO BRASIL LTDA.BRAZIL
AVERY DENNISON DOMINICAN REPUBLIC, S.R.L.DOMINICAN REPUBLIC
AVERY DENNISON ETIKET TICARET LIMITED SIRKETITURKEY
AVERY DENNISON EUROPE HOLDING (DEUTSCHLAND) GMBH & CO KGGERMANY
AVERY DENNISON FINANCE GERMANY GMBHGERMANY
AVERY DENNISON FRANCE MANAGEMENT SERVICES SAS
FRANCE
AVERY DENNISON G HOLDINGS I LLCDELAWARE
AVERY DENNISON G HOLDINGS III LLCDELAWARE
AVERY DENNISON G INVESTMENTS III LIMITEDGIBRALTAR
AVERY DENNISON G INVESTMENTS V LIMITEDGIBRALTAR
AVERY DENNISON GROUP DANMARK APSDENMARK
AVERY DENNISON GROUP SINGAPORE PTE LTDSINGAPORE
AVERY DENNISON GULF FZCOUNITED ARAB EMIRATES
AVERY DENNISON HOLDING FRANCE S.A.S.FRANCE
AVERY DENNISON HOLDING GMBHGERMANY
AVERY DENNISON HOLDING LIMITEDUNITED KINGDOM
AVERY DENNISON HOLDING LUXEMBOURG S. A. R. L.LUXEMBOURG
AVERY DENNISON HOLDING & FINANCE THE NETHERLANDS BVNETHERLANDS
AVERY DENNISON HOLDINGS LLCDELAWARE
AVERY DENNISON HONG KONG B.V.NETHERLANDS
AVERY DENNISON HONG KONG HOLDING I B.V.NETHERLANDS
AVERY DENNISON IBERICA, S.A.SPAIN
AVERY DENNISON INNOVATIONS LLCDELAWARE
AVERY DENNISON INTELLIGENT HEALTHCARE SOLUTIONS LLCDELAWARE



AVERY DENNISON INTELLIGENT LABELS EUROPE S.R.L.ROMANIA
AVERY DENNISON INTELLIGENT LABELS HK LIMITEDHONG KONG
AVERY DENNISON INVESTMENT LUXEMBOURG II SARLLUXEMBOURG
AVERY DENNISON INVESTMENTS LUXEMBOURG III SARLLUXEMBOURG
AVERY DENNISON INVESTMENTS LUXEMBOURG IV SARLLUXEMBOURG
AVERY DENNISON ISRAEL LTD.ISRAEL
AVERY DENNISON ITALIA S.R.L.ITALY
AVERY DENNISON JAPAN KKJAPAN
AVERY DENNISON KOREA LIMITEDSOUTH KOREA
AVERY DENNISON LANKA (PRIVATE) LIMITEDSRI LANKA
AVERY DENNISON LUXEMBOURG SALES SARLLUXEMBOURG
AVERY DENNISON LUXEMBOURG S.A.R.L.LUXEMBOURG
AVERY DENNISON MANAGEMENT GMBHGERMANY
AVERY DENNISON MANAGEMENT SERVICES NETHERLANDS BV
NETHERLANDS
AVERY DENNISON MATERIALS BELGIUM SRLBELGIUM
AVERY DENNISON MATERIALS EUROPE B.V.NETHERLANDS
AVERY DENNISON MATERIALS EUROPE GMBHSWITZERLAND
AVERY DENNISON MATERIALS FRANCE S.A.R.L.FRANCE
AVERY DENNISON MATERIALS GMBHGERMANY
AVERY DENNISON MATERIALS IRELAND LIMITEDIRELAND
AVERY DENNISON MATERIALS NEDERLAND BVNETHERLANDS
AVERY DENNISON MATERIALS NEW ZEALAND LIMITEDNEW ZEALAND
AVERY DENNISON MATERIALS PTY LTD
AUSTRALIA
AVERY DENNISON MATERIALS ROM SRLROMANIA
AVERY DENNISON MATERIALS RUSSIA LLCRUSSIA
AVERY DENNISON MATERIALS SALES BELGIUM SRLBELGIUM
AVERY DENNISON MATERIALS SALES FRANCE S. A. S.FRANCE
AVERY DENNISON MATERIALS SALES GERMANY GMBHGERMANY
AVERY DENNISON MATERIALS SDN BHDMALAYSIA
AVERY DENNISON MATERIALS UKRAINE LLCUKRAINE
AVERY DENNISON MATERIALS U.K. LIMITEDUNITED KINGDOM
AVERY DENNISON MAURITIUS LTD.MAURITIUS
AVERY DENNISON MEDICAL LIMITEDIRELAND
AVERY DENNISON NETHERLANDS INVESTMENT I BVNETHERLANDS
AVERY DENNISON NETHERLANDS INVESTMENT II BV
NETHERLANDS
AVERY DENNISON NETHERLANDS INVESTMENT VIII BVNETHERLANDS
AVERY DENNISON NORDIC APSDENMARK
AVERY DENNISON NTP A.S.
NORWAY
AVERY DENNISON OFFICE PRODUCTS COMPANYNEVADA
AVERY DENNISON OFFICE PRODUCTS HOLDINGS COMPANYNEVADA
AVERY DENNISON OFFICE PRODUCTS MANUFACTURING U.K. LTD.UNITED KINGDOM
AVERY DENNISON OVERSEAS CORPORATIONMASSACHUSETTS
AVERY DENNISON PENSION TRUSTEE LIMITEDUNITED KINGDOM
AVERY DENNISON PERU S. R. L.PERU
AVERY DENNISON POLSKA SP. Z O.O.POLAND
AVERY DENNISON PRAHA SPOL. S R. O.CZECH REPUBLIC
AVERY DENNISON RBIS INDIA PRIVATE LIMITEDINDIA
AVERY DENNISON RBIS PTY LTDAUSTRALIA
AVERY DENNISON RBIS (CAMBODIA) CO. LTDCAMBODIA
AVERY DENNISON RBIS (CAMBODIA) TRADING CO., LTD.CAMBODIA



AVERY DENNISON RETAIL INFORMATION SERVICES COLOMBIA S. A.S.
COLOMBIA
AVERY DENNISON RETAIL INFORMATION SERVICES DE MEXICO, S. A. DE C.V.MEXICO
AVERY DENNISON RETAIL INFORMATION SERVICES EL SALVADOR, LTDA. DE C. V.EL SALVADOR
AVERY DENNISON RETAIL INFORMATION SERVICES GUATEMALA, S. A.GUATEMALA
AVERY DENNISON RETAIL INFORMATION SERVICES HONDURAS, S. DE R.L.HONDURAS
AVERY DENNISON RETAIL INFORMATION SERVICES LLCNEVADA
AVERY DENNISON RETAIL INFORMATION SERVICES PERÚ SACPERU
AVERY DENNISON RETAIL INFORMATION SERVICES UK LTD.UNITED KINGDOM
AVERY DENNISON RETAIL INFORMATION SERVICES (PTY) LTDSOUTH AFRICA
AVERY DENNISON RFID COMPANYDELAWARE
AVERY DENNISON RIS TAIWAN LTD.TAIWAN
AVERY DENNISON RIS VIETNAM CO., LIMITEDVIETNAM
AVERY DENNISON R.I.S. FRANCE S. A. S.FRANCE
AVERY DENNISON R.I.S. IBERIA S.L.SPAIN
AVERY DENNISON R.I.S. ITALIA S.R.L.ITALY
AVERY DENNISON SCANDINAVIA ABSWEDEN
AVERY DENNISON SCANDINAVIA APSDENMARK
AVERY DENNISON SECURITY PRINTING EUROPE APSDENMARK
AVERY DENNISON SHARED SERVICES, INC.NEVADA
AVERY DENNISON SINGAPORE (PTE) LTD.SINGAPORE
AVERY DENNISON SMARTRAC DE MEXICO, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLEMEXICO
AVERY DENNISON SMARTRAC (SHANGHAI) IOT TECHNOLOGY CO. LTD.
CHINA
AVERY DENNISON SMARTRAC LATAM LTDA.BRAZIL
AVERY DENNISON SMARTRAC TECHNOLOGY (GUANGZHOU) CO., LTD
CHINA
AVERY DENNISON SOUTH AFRICA (PROPRIETARY) LIMITEDSOUTH AFRICA
AVERY DENNISON SUPPORT SERVICES GMBHSWITZERLAND
AVERY DENNISON S.R.L.ROMANIA
AVERY DENNISON TEKSTIL URUNLERI SANAYI VE TICARET LIMITED SIRKETITURKEY
AVERY DENNISON TRADING COMPANY LTD.
BANGLADESH
AVERY DENNISON TREASURY MANAGEMENT BVNETHERLANDS
AVERY DENNISON U.K. II LIMITEDUNITED KINGDOM
AVERY DENNISON U.K. LIMITEDUNITED KINGDOM
AVERY DENNISON WORLDON VIETNAM JOINT VENTURE COMPANY LIMITED
VIETNAM
AVERY DENNISON (ASIA) HOLDINGS LIMITEDMAURITIUS
AVERY DENNISON (CHANGZHOU) FILMS TECHNOLOGY CO., LTDCHINA
AVERY DENNISON (CHINA) COMPANY LIMITEDCHINA
AVERY DENNISON (GUANGZHOU) CONVERTED PRODUCTS LIMITEDCHINA
AVERY DENNISON (GUANGZHOU) CO., LTD.CHINA
AVERY DENNISON (HONG KONG) LIMITEDHONG KONG
AVERY DENNISON (INDIA) PRIVATE LIMITEDINDIA
AVERY DENNISON (IRELAND) LIMITEDIRELAND
AVERY DENNISON (KENYA) PRIVATE LIMITEDKENYA
AVERY DENNISON (KUNSHAN) MATERIALS COMPANY LIMITED
CHINA
AVERY DENNISON (SUZHOU) CO. LIMITEDCHINA
AVERY DENNISON (THAILAND) LTD.THAILAND
AVERY DENNISON (VIETNAM) LIMITEDVIETNAM



AVERY DENNISON, S.A. DE C.V.MEXICO
AVERY GRAPHIC SYSTEMS, INC.DELAWARE
AVERY LLCDELAWARE
AVERY OFFICE PRODUCTS PUERTO RICO L.L.C.PUERTO RICO
AVERY PACIFIC LLCCALIFORNIA
AVERY PROPERTIES PTY. LIMITEDAUSTRALIA
AWESOME PROFITS LIMITEDBRITISH VIRGIN ISLANDS
CB VELOCITY HOLDINGS, LLCDELAWARE
CB VELOCITY MIDCO, INC.DELAWARE
CHOICE CLEVER PROFITS LIMITEDBRITISH VIRGIN ISLANDS
CREATERO GMBHGERMANY
DENNISON INTERNATIONAL COMPANYMASSACHUSETTS
DENNISON MANUFACTURING COMPANYNEVADA
DIGIPRO BV
NETHERLANDS
ELECTRONIC IMAGING SERVICES, INC.DELAWARE
EUSTON FINANCIAL LIMITEDBRITISH VIRGIN ISLANDS
HANITA COATINGS, USA, LLC
DELAWARE
HEBEI YONGLE TAPE CO., LTDCHINA
INTEGRATED RETAIL LIMITEDUNITED KINGDOM
JAC ASIA PACIFIC SDN BHDMALAYSIA
JAC CARIBE C.S.Z.DOMINICAN REPUBLIC
JAC DO BRASIL - LOCAÇÃO DE EQUIPAMENTOS INDUSTRIAIS LTDABRAZIL
JACKSTADT FRANCE S.N.C.FRANCE
L&E AMERICAS SERVICIOS, S. A. DE C.V.MEXICO
LG GROUP, INC.DELAWARE
LG PRINT LLCDELAWARE
LION BROTHERS COMPANY, INC.DELAWARE
LION BROTHERS FAR EAST LIMITEDHONG KONG
LION BROTHERS (SHENZHEN) COMPANY LIMITEDCHINA
LION-REDCLIFFE & COMPANY LIMITEDHONG KONG
MODERN MARK INTERNATIONAL LIMITEDHONG KONG
NINGBO AVERY DENNISON SHENZHOU EMBELLISHMENT CO. LTD.CHINA
PAXAR BANGLADESH LIMITEDBANGLADESH
PAXAR B.V.NETHERLANDS
PAXAR CANADA CORPORATIONCANADA
PAXAR CORPORATIONNEW YORK
PAXAR DE EL SALVADOR S. A. DE C. V.EL SALVADOR
PAXAR DE GUATEMALA, S. A.GUATEMALA
PAXAR DE MEXICO S. A. DE C. V.MEXICO
PAXAR DO BRASIL LTDABRAZIL
PAXAR FAR EAST LIMITEDHONG KONG
PAXAR PACKAGING (GUANGZHOU) LTD.CHINA
PAXAR PAKISTAN (PRIVATE) LIMITEDPAKISTAN
PAXAR (CHINA) LTD.HONG KONG
PLYMOUTH YONGLE TAPE (SHANGHAI) CO., LTD.CHINA
PT AVERY DENNISON INDONESIAINDONESIA
PT AVERY DENNISON PACKAGING INDONESIAINDONESIA
PT AVERY DENNISON TRADING INDONESIAINDONESIA
P. T. PACIFIC LABEL INDONESIAINDONESIA
P. T. PAXAR INDONESIAINDONESIA



RIETVELD SERIGRAFIE B.V.NETHERLANDS
RVL AMERICAS, S DE R.L. DE C.V.MEXICO
RVL CENTRAL AMERICA, S. A.GUATEMALA
RVL PACKAGING FAR EAST LIMITEDHONG KONG
RVL SERVICE, S. DE R. L. DE C. V.MEXICO
SCI JO-LIO
FRANCE
SECURITY PRINTING DIVISION, INC.DELAWARE
SKILLFIELD INVESTMENTS LIMITEDBRITISH VIRGIN ISLANDS
SMARTRAC INVESTMENT B.V.NETHERLANDS
SMARTRAC SPECIALTY GMBHGERMANY
SMARTRAC TECHNOLOGY FLETCHER, INC.DELAWARE
SMARTRAC TECHNOLOGY GERMANY GMBHGERMANY
SMARTRAC TECHNOLOGY GMBHGERMANY
SMARTRAC TECHNOLOGY MALAYSIA SDN. BHDMALAYSIA
SMARTRAC TECHNOLOGY (GUANGZHOU) CO., LTD.CHINA
TEXTRACE, AGSWITZERLAND
THERMOPATCH BVNETHERLANDS
THERMOPATCH BORDUUR BVNETHERLANDS
THERMOPATCH DEUTSCHLAND GMBHGERMANY
THERMOPATCH FRANCE SASFRANCE
THERMOPATCH INTERNATIONAL BVNETHERLANDS
THERMOPATCH POLSKA SP ZOOPOLAND
THERMOPATCH SPORTS LTDUNITED KINGDOM
THERMOPATCH UK LTD.UNITED KINGDOM
THERMOPATCH (CANADA) INC.CANADA
VESTCOM PARENT HOLDINGS, INC.DELAWARE
WORLDWIDE RISK INSURANCE, INC.HAWAII
YONGLE TAPE LTDBERMUDA
 
(1)Each subsidiary listed on this Exhibit 21 is a Consolidated Subsidiary


Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-264452) and Form S-8 (Nos. 033-54411, 033-58921, 033-63979, 333-38707, 333-38709, 333-107370, 333-107371, 333-107372, 333-109814, 333-124495, 333-143897, 333-152508, 333-166832, 333-166836, 333-166837, 333-181221, 333-197631, 333-217534, 333-226484, 333-268096 and 333-281100) of Avery Dennison Corporation of our report dated February 26, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
February 26, 2025
 


Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Deon M. Stander, certify that:
1.I have reviewed this annual report on Form 10-K of Avery Dennison Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ Deon M. Stander
Deon M. Stander
President and Chief Executive Officer
February 26, 2025


Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Danny G. Allouche, certify that:
1.I have reviewed this annual report on Form 10-K of Avery Dennison Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ Danny G. Allouche
Danny G. Allouche
Senior Vice President, Chief Strategy and Corporate Development Officer, and Interim Chief Financial Officer
February 26, 2025


Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER*
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Avery Dennison Corporation (the “Company”) hereby certifies, to the best of his knowledge, that:
(i)the Annual Report on Form 10-K of the Company for the fiscal year ended December 28, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
February 26, 2025
/s/ Deon M. Stander
Deon M. Stander
President and Chief Executive Officer
*The above certification accompanies the Company’s Annual Report on Form 10-K and is furnished, not filed, as provided in SEC Release 33-8238, dated June 5, 2003.


Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER*
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Avery Dennison Corporation (the “Company”) hereby certifies, to the best of his knowledge, that:
(i)the Annual Report on Form 10-K of the Company for the fiscal year ended December 28, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
February 26, 2025
/s/ Danny G. Allouche
Danny G. Allouche
Senior Vice President, Chief Strategy and Corporate Development Officer, and Interim Chief Financial Officer
*The above certification accompanies the Company’s Annual Report on Form 10-K and is furnished, not filed, as provided in SEC Release 33-8238, dated June 5, 2003.

v3.25.0.1
Cover Page - USD ($)
$ in Billions
12 Months Ended
Dec. 28, 2024
Feb. 22, 2025
Jun. 28, 2024
Document Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 28, 2024    
Current Fiscal Year End Date --12-28    
Document Transition Report false    
Entity File Number 1-7685    
Entity Registrant Name AVERY DENNISON CORPORATION    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 95-1492269    
Entity Address, Address Line One 8080 Norton Parkway    
Entity Address, City or Town Mentor    
Entity Address, State or Province OH    
Entity Address, Postal Zip Code 44060    
City Area Code 440    
Local Phone Number 534-6000    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction Flag false    
Entity Shell Company false    
Entity Public Float     $ 17.5
Entity Common Stock, Shares Outstanding   78,994,622  
Documents Incorporated by Reference
DocumentIncorporated by reference into:
Portions of Definitive Proxy Statement for Annual Meeting of Stockholders to be held on April 24, 2025
Parts III, IV
   
Entity Central Index Key 0000008818    
Document Fiscal Year Focus 2024    
Document Fiscal Period Focus FY    
Amendment Flag false    
Common stock, $1 par value      
Document Information [Line Items]      
Title of 12(b) Security Common stock, $1 par value    
Trading Symbol AVY    
Security Exchange Name NYSE    
1.25% Senior Notes due 2025      
Document Information [Line Items]      
Title of 12(b) Security 1.25% Senior Notes due 2025    
Trading Symbol AVY25    
Security Exchange Name NASDAQ    
3.75% Senior Notes due 2034      
Document Information [Line Items]      
Title of 12(b) Security 3.75% Senior Notes due 2034    
Trading Symbol AVY34    
Security Exchange Name NASDAQ    

v3.25.0.1
Audit Information
12 Months Ended
Dec. 28, 2024
Audit Information [Abstract]  
Auditor Firm ID 238
Auditor Name PricewaterhouseCoopers LLP
Auditor Location Los Angeles, California

v3.25.0.1
Consolidated Balance Sheets - USD ($)
$ in Millions
Dec. 28, 2024
Dec. 30, 2023
Current assets:    
Cash and cash equivalents $ 329.1 $ 215.0
Trade accounts receivable, less allowances of $29.0 and $34.4 at year-end 2024 and 2023, respectively 1,466.2 1,414.9
Inventories 978.1 920.7
Other current assets 305.3 245.4
Total current assets 3,078.7 2,796.0
Property, plant and equipment, net 1,586.7 1,625.8
Goodwill 1,976.2 2,013.6
Other intangibles resulting from business acquisitions, net 755.3 849.1
Deferred tax assets 110.0 115.7
Other assets 897.3 809.6
Total assets 8,404.2 8,209.8
Current liabilities:    
Short-term borrowings and current portion of long-term debt and finance leases 592.3 622.2
Accounts payable 1,340.7 1,277.1
Accrued payroll and employee benefits 288.9 213.4
Accrued trade rebates 157.9 142.4
Income taxes payable 74.7 57.6
Other current liabilities 408.1 386.8
Total current liabilities 2,862.6 2,699.5
Long-term debt and finance leases 2,559.9 2,622.1
Long-term retirement benefits and other liabilities 434.6 500.3
Deferred tax liabilities and income taxes payable 234.8 260.0
Commitments and contingencies (see Notes 7 and 8)
Shareholders’ equity:    
Common stock, $1 par value per share, authorized – 400,000,000 shares at year-end 2024 and 2023; issued – 124,126,624 shares at year-end 2024 and 2023; outstanding – 79,800,396 and 80,495,585 shares at year-end 2024 and 2023, respectively 124.1 124.1
Capital in excess of par value 840.6 854.5
Retained earnings 5,151.2 4,691.8
Treasury stock at cost, 44,326,228 and 43,631,039 shares at year-end 2024 and 2023, respectively (3,347.5) (3,134.4)
Accumulated other comprehensive loss (456.1) (408.1)
Total shareholders’ equity 2,312.3 2,127.9
Total liabilities and shareholders' equity $ 8,404.2 $ 8,209.8

v3.25.0.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Millions
Dec. 28, 2024
Dec. 30, 2023
Statement of Financial Position [Abstract]    
Trade accounts receivable, allowances $ 29.0 $ 34.4
Common stock, par value (in dollars per share) $ 1 $ 1
Common stock, authorized shares (in shares) 400,000,000 400,000,000
Common stock, issued shares (in shares) 124,126,624 124,126,624
Common stock, outstanding shares (in shares) 79,800,396 80,495,585
Treasury stock, shares (in shares) 44,326,228 43,631,039

v3.25.0.1
Consolidated Statements of Income - USD ($)
shares in Millions, $ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Income Statement [Abstract]      
Net sales $ 8,755.7 $ 8,364.3 $ 9,039.3
Cost of products sold 6,225.0 6,086.8 6,635.1
Gross profit 2,530.7 2,277.5 2,404.2
Marketing, general and administrative expense 1,415.3 1,313.7 1,330.8
Other expense (income), net 71.6 180.9 (0.6)
Interest expense 117.0 119.0 84.1
Other non-operating expense (income), net (26.7) (30.8) (9.4)
Income before taxes 953.5 694.7 999.3
Provision for income taxes 248.6 191.7 242.2
Net income $ 704.9 $ 503.0 $ 757.1
Per share amounts:      
Net income per common share (in dollars per share) $ 8.77 $ 6.23 $ 9.28
Net income per common share, assuming dilution (in dollars per share) $ 8.73 $ 6.20 $ 9.21
Weighted average number of shares outstanding:      
Common shares (in shares) 80.4 80.7 81.6
Common shares, assuming dilution (in shares) 80.7 81.1 82.2

v3.25.0.1
Consolidated Statements of Comprehensive Income - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Statement of Comprehensive Income [Abstract]      
Net income $ 704.9 $ 503.0 $ 757.1
Foreign currency translation:      
Translation gain (loss) (46.9) (14.6) (96.6)
Pension and other postretirement benefits:      
Net gain (loss) recognized from actuarial gain/loss and prior service cost/credit (1.3) (25.2) 6.3
Reclassifications to net income 0.8 (1.0) 2.8
Cash flow hedges:      
Gain (loss) recognized on cash flow hedges (5.4) (7.0) 4.9
Reclassifications to net income 2.8 3.7 1.5
Fair value hedges:      
Changes in excluded components of fair value hedges 2.0 0.0 0.0
Other comprehensive income (loss), net of tax (48.0) (44.1) (81.1)
Total comprehensive income, net of tax $ 656.9 $ 458.9 $ 676.0

v3.25.0.1
Consolidated Statements of Shareholders' Equity - USD ($)
$ in Millions
Total
Common stock, $1 par value
Capital in excess of par value
Retained earnings
Treasury stock
Accumulated other comprehensive loss
Beginning balance at Jan. 01, 2022 $ 1,924.4 $ 124.1 $ 862.3 $ 3,880.7 $ (2,659.8) $ (282.9)
Increase (Decrease) in Stockholders' Equity            
Net income 757.1     757.1    
Other comprehensive income (loss), net of tax (81.1)         (81.1)
Repurchase of shares for treasury (379.5)       (379.5)  
Issuance of shares under stock-based compensation plans 23.2   17.0 (4.4) 10.6  
Contribution of shares to 401(k) plan 27.0     20.1 6.9  
Dividends (238.9)     (238.9)    
Ending balance at Dec. 31, 2022 2,032.2 124.1 879.3 4,414.6 (3,021.8) (364.0)
Increase (Decrease) in Stockholders' Equity            
Net income 503.0     503.0    
Other comprehensive income (loss), net of tax (44.1)         (44.1)
Repurchase of shares for treasury (137.5)       (137.5)  
Issuance of shares under stock-based compensation plans 0.6   (24.8) 8.9 16.5  
Contribution of shares to 401(k) plan 30.4     22.0 8.4  
Dividends (256.7)     (256.7)    
Ending balance at Dec. 30, 2023 2,127.9 124.1 854.5 4,691.8 (3,134.4) (408.1)
Increase (Decrease) in Stockholders' Equity            
Net income 704.9     704.9    
Other comprehensive income (loss), net of tax (48.0)         (48.0)
Repurchase of shares for treasury (247.5)       (247.5)  
Issuance of shares under stock-based compensation plans 20.6   (13.9) 7.7 26.8  
Contribution of shares to 401(k) plan 31.9     24.3 7.6  
Dividends (277.5)     (277.5)    
Ending balance at Dec. 28, 2024 $ 2,312.3 $ 124.1 $ 840.6 $ 5,151.2 $ (3,347.5) $ (456.1)

v3.25.0.1
Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Stock issued under stock-based compensation plans (in shares) 340,048 297,885 223,676
Stock issued under 401(k) Plan (in shares) 149,543 168,404 153,803
Dividends per common share (in dollars per share) $ 3.45 $ 3.18 $ 2.93
Treasury stock      
Repurchase of shares for treasury (in shares) 1,184,780 780,721 2,173,416

v3.25.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Operating Activities      
Net income $ 704.9 $ 503.0 $ 757.1
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation 197.1 187.4 177.4
Amortization 115.1 111.0 113.3
Provision for credit losses and sales returns 47.4 49.9 50.1
Stock-based compensation 28.7 22.3 47.4
Deferred taxes and other non-cash taxes (18.5) (24.4) 18.4
Other non-cash expense and loss (income and gain), net 67.2 37.1 23.5
Changes in assets and liabilities and other adjustments:      
Trade accounts receivable (107.3) (16.7) (22.1)
Inventories (90.7) 111.7 (140.7)
Accounts payable 106.7 (87.6) 68.2
Taxes on income 40.2 (18.7) 18.9
Other assets (48.0) 37.7 15.3
Other liabilities (104.0) (86.7) (165.8)
Net cash provided by operating activities 938.8 826.0 961.0
Investing Activities      
Purchases of property, plant and equipment (208.8) (265.3) (278.1)
Purchases of software and other deferred charges (31.0) (19.8) (20.4)
Proceeds from company-owned life insurance policies 0.0 48.1 0.0
Purchases of Argentine Blue Chip Swap securities (34.2) 0.0 0.0
Proceeds from sales of Argentine Blue Chip Swap securities 24.0 0.0 0.0
Proceeds from sales of property, plant and equipment 0.6 1.0 2.3
Proceeds from insurance and sales (purchases) of investments, net 10.1 1.9 1.9
Proceeds from sale of venture investment 0.0 0.0 1.1
Payments for acquisitions, net of cash acquired, and venture investments (3.8) (224.9) (39.5)
Net cash used in investing activities (243.1) (459.0) (332.7)
Financing Activities      
Net increase (decrease) in borrowings with maturities of three months or less (269.0) (36.6) 34.6
Additional long-term borrowings 539.2 394.9 0.0
Repayments of long-term debt and finance leases (308.1) (255.9) (6.3)
Dividends paid (277.5) (256.7) (238.9)
Share repurchases (247.5) (137.5) (379.5)
Net (tax withholding) proceeds related to stock-based compensation (8.4) (23.8) (25.1)
Other (4.8) (1.6) 0.0
Net cash used in financing activities (576.1) (317.2) (615.2)
Effect of foreign currency translation on cash balances (5.5) (2.0) (8.6)
Increase (decrease) in cash and cash equivalents 114.1 47.8 4.5
Cash and cash equivalents, beginning of year 215.0 167.2 162.7
Cash and cash equivalents, end of year $ 329.1 $ 215.0 $ 167.2

v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended
Dec. 28, 2024
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
We are a global materials science and digital identification solutions company. We are Making PossibleTM products and solutions that 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. We design and develop labeling and functional materials, radio-frequency identification ("RFID") inlays and tags, software applications that connect the physical and digital, and offerings that enhance branded packaging and carry or display information that improves the customer experience. We serve an array of industries worldwide, including home and personal care, apparel, general retail, e-commerce, logistics, food and grocery, pharmaceuticals and automotive.
Principles of Consolidation
Our Consolidated Financial Statements include the accounts of majority-owned and controlled subsidiaries. Intercompany accounts, transactions and profits are eliminated in consolidation.
Fiscal Year
Our fiscal years have generally consisted of 52 weeks, with every fifth or sixth fiscal year consisting of 53 weeks; our 2024, 2023 and 2022 fiscal years consisted of 52-week periods ending December 28, 2024, December 30, 2023 and December 31, 2022, respectively.
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.
Accounting Guidance Updates
Segment Disclosures
In the fourth quarter of 2024, we adopted guidance that requires additional disclosures about significant segment expenses. See Note 15, “Segment and Disaggregated Revenue Information,” for more information.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make estimates and assumptions for the reporting period and as of the date of our financial statements. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities, and the reported amounts of revenue and expense. As the effects of future events cannot be determined, actual results could differ significantly from these estimates.
Cash and Cash Equivalents
Cash and cash equivalents generally consist of cash on hand, deposits in banks, cash-in-transit, and bank drafts and short-term investments with maturities of three months or less when purchased or received. The carrying value of these assets approximates fair value due to the short maturity of these instruments.
Inventories
We state inventories at the lower of cost or net realizable value and categorize them as raw materials, work-in-progress or finished goods. Cost is determined using the first-in, first-out method. We record inventory that is damaged, obsolete, excess and slow-moving to cost of products sold and establish a lower cost basis for that inventory. Slow-moving inventory is reviewed by category and may be recognized partially or fully to cost of products sold depending on the type of product, level of usage and length of time the product has been included in inventory.
Trade Accounts Receivable
We record trade accounts receivable at the invoiced amount. Our allowances for credit losses reflect customer trade accounts receivable that are estimated to be partially or entirely uncollectible. These allowances are used to reduce gross trade receivables to their net realizable values. We record these allowances based on estimates related to the financial
condition of customers; the aging of receivable balances; our historical collection experience; and current and expected future macroeconomic and market conditions.
Property, Plant and Equipment
We generally compute depreciation using the straight-line method over the estimated useful lives of the respective assets, ranging from ten to 45 years for buildings and improvements and three to 15 years for machinery and equipment. Leasehold improvements are depreciated over the shorter of the useful life of the asset and the term of the associated lease. We expense maintenance and repair costs as incurred; we capitalize renewals and improvements. Upon the sale or retirement of assets, the accounts are relieved of the cost and the related accumulated depreciation, with any resulting gain or loss included in net income.
Leases
Our leases primarily relate to office and warehouse space, machinery, transportation, and equipment for information technology. We determine if an arrangement is a lease or contains a lease at inception. For lease accounting purposes, we do not separate lease and nonlease components, nor do we record operating or finance lease assets and liabilities for short-term leases. We have options to renew or terminate some of our leases. We evaluate renewal and termination options at the lease commencement date and over the lease term to determine if we are reasonably certain to exercise these options. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date to determine the present value of lease payments. We recognize expense for operating leases on a straight-line basis over the lease term, with variable lease payments recognized in the periods in which they are incurred.
Software
We capitalize software costs incurred during the application development stage of software development, including costs incurred for design, coding, installation to hardware, testing, and upgrades and enhancements that provide the software or hardware with additional functionalities and capabilities. We expense software costs, including internal and external training costs and maintenance costs, incurred during the preliminary project stage and the post-implementation and/or operation stage. Capitalized software, which is included in “Other assets” in the Consolidated Balance Sheets, is amortized on a straight-line basis over the estimated useful life of the software, which is generally between five and ten years.
Cloud Computing Arrangements
We capitalize certain costs incurred during the application development stage of implementation under a hosting arrangement that is a service contract. 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
We primarily invest in privately held companies and utilize the measurement alternative for equity investments that do not have readily determinable fair values, measuring them at cost less impairment plus or minus observable price changes in an orderly transaction. Venture investments that are publicly traded companies are recorded at fair value using Level 1 inputs. The carrying value of our venture investments is included in “Other assets” in the Consolidated Balance Sheets.
See Note 9, “Fair Value Measurements,” for more information.
Impairment of Long-lived Assets
We record impairment charges when the carrying amounts of long-lived assets are determined not to be recoverable. We measure recoverability by comparing the undiscounted cash flows expected from the applicable asset or asset group’s use and eventual disposition to its carrying value. We calculate the amount of impairment loss as the excess of the carrying value over the fair value. Historically, changes in market conditions and management strategy have caused us to reassess the carrying amount of our long-lived assets.
Goodwill and Other Intangibles Resulting from Business Acquisitions
We account for business combinations using the acquisition method, with the excess of the acquisition cost over the fair value of acquired net tangible assets and identified intangible assets considered goodwill. As a result, we disclose goodwill separately from other intangible assets. Other identifiable intangibles include customer relationships, patented and other developed technology, and trade names and trademarks.
We perform an annual impairment test of goodwill during the fourth quarter and, as necessary, if changes in facts and circumstances that indicate the fair value of a reporting unit may be less than its carrying value. Factors that may cause us to perform an impairment test outside of our annual assessment include significant underperformance of a business relative to expected operating results, significant adverse economic and industry trends, significant decline in our market capitalization for an extended period of time relative to net book value, or our decision to divest a portion of a reporting unit. In performing impairment tests, we have the option to first assess qualitative factors to determine whether it is necessary to perform a quantitative assessment for goodwill impairment. If the qualitative assessment indicates that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value, we perform a quantitative assessment. A quantitative assessment primarily uses the present value (discounted cash flow) method to determine the fair value of reporting units with goodwill.
We compare the fair value of each reporting unit to its carrying amount, and, to the extent the carrying amount exceeds the unit’s fair value, we recognize an impairment of goodwill for the excess up to the amount of goodwill of that reporting unit.
In consultation with outside specialists, we estimate the fair value of our reporting units using various valuation techniques, with the primary technique being a discounted cash flow analysis. A discounted cash flow analysis requires us to make various assumptions, including a reporting unit's respective forecasted sales, operating margins and growth rates, as well as discount rates. Our assumptions about discount rates are based on the weighted average cost of capital for comparable companies. Our assumptions about sales, operating margins and growth rates are based on our forecasts, business plans, economic projections, anticipated future cash flows, and marketplace data. We also make assumptions for varying perpetual growth rates for periods beyond our long-term business plan period. We base our fair value estimates on projected financial information and assumptions that we believe are reasonable. However, actual future results may differ materially from these estimates and projections. The valuation methodology we use to estimate the fair value of reporting units requires inputs and assumptions that reflect current market conditions, as well as the impact of planned business and operational strategies that require management judgment. The estimated fair value could increase or decrease depending on changes in the inputs and assumptions.
We test indefinite-lived intangible assets, consisting of trade names and trademarks, for impairment in the fourth quarter or whenever events or circumstances indicate that it is more-likely-than-not that their carrying amounts exceed their fair values. In performing the impairment tests, we have the option first to assess qualitative factors to determine whether it is necessary to perform a quantitative assessment for indefinite-lived intangible asset impairment. If we decide not to perform a qualitative assessment, or if the qualitative assessment indicates that it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is less than its carrying value, we perform a quantitative assessment. Fair value is estimated as the discounted value of future revenues using a royalty rate that a third party would pay to use the asset. Variation in the royalty rates could impact our estimate of fair value. If the carrying amount of an asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
We amortize finite-lived intangible assets, consisting of customer relationships, patented and other developed technology, trade names and trademarks, and other intangibles, on a straight-line basis over their estimated useful lives.
See Note 3, “Goodwill and Other Intangibles Resulting from Business Acquisitions,” for more information.
Foreign Currency
We translate asset and liability accounts of international operations into U.S. dollars at current rates. Revenues and expenses are translated at the weighted average currency rate for the fiscal year. We record gains and losses resulting from hedging the value of investments in certain international operations and from the translation of balance sheet accounts directly as a component of other comprehensive income.
We account for our operations in Argentina as highly inflationary because the country’s three-year cumulative inflation rate exceeds 100%. As a result, the functional currency of our Argentine subsidiary is the U.S. dollar.
Financial Instruments
We enter into foreign currency exchange derivative contracts to reduce our risk from exchange rate fluctuations associated with receivables, payables, loans and firm commitments denominated in certain foreign currencies that arise primarily as a result of our operations outside the U.S. From time to time, we enter into interest rate contracts to help manage our exposure to certain interest rate fluctuations. We also enter into futures contracts to hedge certain price fluctuations for a portion of our anticipated domestic purchases of natural gas. The maximum length of time for which we hedge our exposure to the variability in future cash flows is 36 months for forecasted foreign currency exchange and commodity transactions and 10 years for cross-currency swap transactions.
On the date we enter into a derivative contract, we determine whether the derivative will be designated as a hedge. Other derivatives not designated as hedges are recorded at fair value, with changes in fair value recognized in earnings. Our policy is not to purchase or hold any foreign currency, interest rate or commodity contracts for trading purposes.
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. For derivative instruments that are designated and qualify as cash flow hedges, the entire gain or loss on the derivative is reported as a component of “Accumulated other comprehensive loss” and reclassified into earnings in the same period(s) during which the hedged transaction impacts earnings. Gains and losses on these derivatives, representing hedge components excluded from the assessment of effectiveness, are recognized in current earnings.
Net investment hedges - Hedges of the currency exposure related to a net investment in a foreign operation. The gain or loss from the derivative financial instrument is recognized as foreign currency translation in "Accumulated other comprehensive loss" until the hedged net investment is either sold or substantially liquidated. Hedge effectiveness is based on the spot method, with no ineffectiveness expected over the duration of the hedging relationship. Excluded components are not included in the effectiveness assessment, recorded in a systematic and rational basis over the term of the contracts and recorded to “Marketing, general and administrative expense” in the Consolidated Statements of Income.
We assess, both at the inception of any hedge and on an ongoing basis, whether our hedges are highly effective. If we determine that a hedge is not highly effective, we prospectively discontinue hedge accounting. For cash flow hedges, we record gains and losses as components of other comprehensive income and reclassify them into earnings in the same period during which the hedged transaction affects earnings. In the event that the anticipated transaction is no longer highly probable to occur, we recognize the change in fair value of the hedging instrument in current period earnings. We recognize changes in fair value hedges in current period earnings. We also recognize changes in the fair value of underlying hedged items (such as recognized assets or liabilities) in current period earnings and offset the changes in the fair value of the derivative.
In the Consolidated Statements of Cash Flows, hedges are classified in the same category as the hedged item.
See Note 5, “Financial Instruments,” for more information.
Fair Value Measurements
We define fair value as the price that would be received from selling an asset or paid for transferring a liability in an orderly transaction between market participants at the measurement date. In determining fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability.
We determine fair value based on a three-tier fair value hierarchy, which we use to prioritize the inputs used in measuring fair value. These tiers consist of Level 1, which are observable inputs such as quoted prices in active markets; Level 2, which are inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, which are unobservable inputs for which little or no market data exists, requiring us to develop our own assumptions to determine the best estimate of fair value.
Revenue Recognition
Substantially all of our revenue is derived from the sale of products. Our Materials Group reportable segment sells pressure-sensitive label materials, films, performance tapes and fasteners. Our Solutions Group reportable segment sells a wide variety of branding and information solutions-oriented products, such as tickets, tags, labels (including RFID inlays), as well as related equipment, services and supplies, that provide our customers with solutions to optimize branding and engagement with their consumers and enable item visibility and traceability. We recognize revenue for an amount that reflects the consideration which we expect from the sale of our products when we satisfy a performance obligation by transferring control of our products to a customer. We consider a number of factors in determining when we have transferred control to a customer, including the following: (i) our present right to payment; (ii) the customer’s legal title to the asset; (iii) physical possession of the asset; (iv) the customer’s significant risks and rewards of ownership of the asset; and (v) the customer’s acceptance of the asset. Generally, there are no substantive differences in revenue recognition considerations among our various products. Control generally transfers to a customer upon shipment or delivery, depending on the specific terms of sale with the customer.
Our payment terms with customers are generally consistent with those used in the industries and regions in which we operate.
We accept sales returns in certain limited circumstances. We record a liability for estimated returns and a corresponding reduction to sales in the amount we expect to repay or credit customers, which we base on historical returns and outstanding customer claims. We update our estimates each reporting period.
Sales rebates, discounts and other customer concessions represent variable consideration and are common in the industries and regions in which we operate, which we account for as a reduction to sales based on estimates at the time at which products are sold. We base these estimates on our historical experience, as well as current information such as sales forecasts. We regularly review our estimates and adjust the revenue recognized from sales as necessary as additional information becomes available.
We exclude sales tax, value-added tax and other taxes we collect from customers from sales. We account for shipping and handling activities after control of a product is transferred to a customer as fulfillment costs and not as separate performance obligations. As a practical expedient, we have elected not to disclose the value of unsatisfied performance obligations for contracts with an expected length of less than one year. We generally expense sales commissions when incurred because their expected amortization period is one year or less. We record these costs in “Marketing, general and administrative expense” in the Consolidated Statements of Income.
Research and Development
Research and development costs are related to research, design and testing of new products and applications, which we expense as incurred.
Long-Term Incentive Compensation
No long-term incentive compensation expense was capitalized in 2024, 2023 or 2022.
Valuation of Stock-Based Awards
We base our stock-based compensation expense on the fair value of awards, adjusted for estimated forfeitures, amortized on a straight-line basis over the requisite service period for stock options and restricted stock units (“RSUs”). We base compensation expense for performance units (“PUs”) on the fair value of awards, adjusted for estimated forfeitures, and amortized on a straight-line basis as these awards cliff-vest at the end of the requisite service period. We base compensation expense related to market-leveraged stock units (“MSUs”) on the fair value of awards, adjusted for estimated forfeitures, and amortized on a graded-vesting basis over their respective performance periods.
Compensation expense for awards with a market condition as a performance objective, which includes MSUs and a component of PUs, is not adjusted if the condition is not met, as long as the requisite service period is met.
We estimate the fair value of stock options as of the date of grant using the Black-Scholes option-pricing model. This model requires input assumptions for our expected dividend yield, expected stock price volatility, risk-free interest rate and expected option term.
We determine the fair value of RSUs and the component of PUs that is subject to the achievement of a performance objective using a financial performance condition based on the fair market value of our common stock as of the date of grant, adjusted for foregone dividends. Over the performance period of the PUs, the estimated number of shares of our common stock issuable upon vesting is adjusted upward or downward from the target shares at the time of grant based on the probability of the performance objectives established for the award being achieved.
We determine the fair value of stock-based awards that are subject to the achievement of performance objectives based on a market condition, which includes MSUs and the other component of PUs, using the Monte-Carlo simulation method, which utilizes multiple input variables, including expected stock price volatility and other assumptions appropriate for determining fair value, to estimate the probability of satisfying the performance objectives established for the award.
Certain of these assumptions are based on management’s estimates, in consultation with outside specialists. Significant changes in assumptions for future awards and actual forfeiture rates could materially impact stock-based compensation expense and our results of operations.
Valuation of Cash-Based Awards
Cash-based awards consist of long-term incentive units (“LTI Units”) granted to eligible employees. We classify LTI Units as liability awards and remeasure them at each quarter-end over the applicable vesting or performance period. In addition to LTI Units with terms and conditions that mirror those of RSUs, we also grant certain employees LTI Units with terms and conditions that mirror those of PUs and MSUs.
Forfeitures
We estimate expected forfeitures in determining the compensation cost to be recognized each period, rather than accounting for forfeitures as they occur. We record changes in estimated forfeiture rates as cumulative adjustments in the period estimates are revised.
See Note 12, “Long-term Incentive Compensation,” for more information.
Taxes Based on Income
Because we are subject to income tax in the U.S. and multiple foreign jurisdictions, judgment is required in evaluating and estimating our worldwide provision for income taxes, accruals for taxes, deferred taxes and tax positions. Our provision for income taxes is determined using the asset and liability approach in accordance with GAAP. Under this approach, deferred taxes represent the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities. We record a valuation allowance to reduce our deferred tax assets when uncertainty regarding their realizability exists. We recognize and measure our uncertain tax positions following the more-likely-than-not threshold for recognition and measurement for tax positions we take or expect to take on a tax return.
See Note 14, “Taxes Based on Income,” for more information.
Recent Accounting Requirements
In November 2024, the FASB issued guidance expanding the disclosure requirements for certain expenses in notes to consolidated financial statements. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently assessing the impact of adopting this guidance on our financial statement disclosures.

v3.25.0.1
BUSINESS ACQUISITIONS
12 Months Ended
Dec. 28, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
BUSINESS ACQUISITIONS BUSINESS ACQUISITIONS
2023 Business Acquisitions
On November 23, 2023, we completed our business acquisition of Silver Crystal Group ("Silver Crystal"), a Canada-based provider of sports apparel customization and application solutions across in-venue, direct-to-business and e-commerce platforms. On May 22, 2023, we completed our business acquisition of LG Group, Inc. ("Lion Brothers"), a Maryland-based designer and manufacturer of apparel brand embellishments. On March 6, 2023, we completed our business acquisition of Thermopatch, Inc. ("Thermopatch"), a New York-based manufacturer specializing in labeling, embellishments and transfers for the sports, industrial laundry, workwear and hospitality industries. These acquisitions expanded the product portfolio in our Solutions Group reportable segment.
The acquisitions of Silver Crystal, Lion Brothers and Thermopatch are referred to collectively as the "2023 Acquisitions."
The aggregate purchase consideration, including purchase consideration payable, for the 2023 Acquisitions was approximately $231 million. We funded the 2023 Acquisitions using cash and commercial paper borrowings. In addition to the cash paid at closing, the sellers in one of these acquisitions are eligible for earn-out payments of up to $5 million, subject to the acquired company achieving certain post-acquisition performance targets. As of the acquisition date, we included an estimate of the fair value of these earn-out payments in the aggregate purchase consideration.
The 2023 Acquisitions were not material, individually or in the aggregate, to the Consolidated Financial Statements.
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. These acquisitions expanded the product portfolio in our Solutions Group reportable segment. 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. We funded the 2022 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 $30 million, subject to the acquired company achieving certain post-acquisition performance targets. As of the acquisition date, we included an estimate of the fair value of these earn-out payments in the aggregate purchase consideration.
The 2022 Acquisitions were not material, individually or in the aggregate, to the Consolidated Financial Statements.

v3.25.0.1
GOODWILL AND OTHER INTANGIBLES RESULTING FROM BUSINESS ACQUISITIONS
12 Months Ended
Dec. 28, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND OTHER INTANGIBLES RESULTING FROM BUSINESS ACQUISITIONS GOODWILL AND OTHER INTANGIBLES RESULTING FROM BUSINESS ACQUISITIONS
Goodwill
Results from our annual goodwill impairment test in the fourth quarter of 2024 indicated that no impairment occurred during 2024. The assumptions used in our assessment were primarily based on Level 3 inputs.
Changes in the net carrying amount of goodwill for 2024 and 2023 by reportable segment are shown below.
(In millions)Materials GroupSolutions GroupTotal
Goodwill as of December 31, 2022
$618.7 $1,243.7 $1,862.4 
Acquisitions(1)
— 135.0 135.0 
Translation adjustments12.0 4.2 16.2 
Goodwill as of December 30, 2023
630.7 1,382.9 2,013.6 
Acquisition adjustments(2)
— (2.7)(2.7)
Translation adjustments(24.6)(10.1)(34.7)
Goodwill as of December 28, 2024
$606.1 $1,370.1 $1,976.2 
(1)Goodwill acquired related to the 2023 Acquisitions. We expect substantially all of the recognized goodwill related to the 2023 Acquisitions not to be deductible for income tax purposes.
(2)Measurement period adjustments related to the finalization of the purchase price allocation for our 2023 Acquisitions.
The carrying amounts of goodwill at December 28, 2024 and December 30, 2023 were net of accumulated impairment losses of $820 million recognized in fiscal year 2009 by our Solutions Group reportable segment.
Indefinite-Lived Intangible Assets
Results from our annual indefinite-lived intangible assets impairment test in the fourth quarter indicated that no impairment occurred in 2024. The carrying value of indefinite-lived intangible assets resulting from business acquisitions, consisting of trade names and trademarks, was $154.5 million and $155.3 million at December 28, 2024 and December 30, 2023, respectively.
Finite-Lived Intangible Assets
In connection with the 2023 Acquisitions, we acquired approximately $94 million of identifiable finite-lived intangible assets, which consisted of customer relationships, patented and other developed technology, and trade names and trademarks. We utilized the income approach to estimate the fair value of acquired identifiable intangibles, primarily using Level 3 inputs. We applied significant judgment in determining the fair value of intangible assets, which included our estimates and assumptions with respect to estimated future revenue and related profit margins, customer retention rates, technology migration curves, royalty rates, discount rates and economic lives assigned to the acquired intangible assets.
The table below summarizes the amounts and weighted average useful lives of the intangible assets associated with the 2023 Acquisitions as of their respective acquisition dates.
Amount
(in millions)
Weighted average
amortization
period
(in years)
Customer relationships$68.8 11
Patented and other developed technology22.2 7
Trade names and trademarks3.0 6
Refer to Note 2, “Business Acquisitions,” for more information.
The table below sets forth our finite-lived intangible assets resulting from business acquisitions at December 28, 2024 and December 30, 2023, which continue to be amortized.
20242023
(In millions)Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Customer relationships$916.0 $438.5 $477.5 $922.5 $383.7 $538.8 
Patented and other developed technology275.2 156.8 118.4 278.3 130.2 148.1 
Trade names and trademarks17.1 12.8 4.3 17.4 11.7 5.7 
Other intangibles3.2 2.6 .6 3.2 2.0 1.2 
Total$1,211.5 $610.7 $600.8 $1,221.4 $527.6 $693.8 
Amortization expense for finite-lived intangible assets resulting from business acquisitions was $89.4 million for 2024, $86.3 million for 2023 and $81.8 million for 2022.
We expect estimated amortization expense for finite-lived intangible assets resulting from business acquisitions for each of the next five fiscal years and thereafter to be as follows:
(In millions)Estimated
Amortization
Expense
2025$88.2 
202685.4 
202785.0 
202877.2 
202961.8 
2030 and thereafter
203.2 

v3.25.0.1
DEBT
12 Months Ended
Dec. 28, 2024
Debt Disclosure [Abstract]  
DEBT DEBT
Short-Term Borrowings
We had no outstanding borrowings from U.S. commercial paper as of December 28, 2024 and $112 million of outstanding borrowings from U.S. commercial paper issuances as of December 30, 2023 with a weighted average interest rate of 5.54%.
We have a Euro-Commercial Paper Program under which we may issue unsecured commercial paper notes up to a maximum aggregate amount outstanding of $500 million. Proceeds from issuances under this program may be used for general corporate purposes. The maturities of the notes vary, but may not exceed 364 days from the date of issuance. Our payment obligations with respect to any notes issued under this program are backed by our revolving credit facility (the “Revolver”). There are no financial covenants under this program. We had no outstanding balance as of December 28, 2024 and $199.2 million outstanding under this program as of December 30, 2023 with a weighted average interest rate of 4.13%.
Short-Term Credit Facilities
In June 2024, we entered into a Credit Agreement (the "Credit Agreement") related to the Revolver to borrow up to an aggregate of $1.2 billion through its maturity date of June 26, 2029. The Revolver refinanced the prior revolving credit facility under the Fifth Amended and Restated Credit Agreement dated as of February 13, 2020, as amended. Pursuant to the Credit Agreement, the commitments under the Revolver may be increased by up to $600 million, subject to lender approvals and customary requirements. Under certain circumstances, we may request that the commitments under the Revolver be extended for one-year periods in accordance with the terms and conditions of the Credit Agreement. We use the Revolver as a back-up facility for our commercial paper program and for other corporate purposes.
No balance was outstanding under the Revolver as of December 28, 2024 or our prior revolving credit facility as of December 30, 2023. Commitment fees associated with revolving credit facilities in 2024, 2023 and 2022 were $1.5 million, $1.2 million and $0.9 million, respectively.
In addition to the Revolver, we have short-term lines of credit available in various countries of approximately $261 million in the aggregate at December 28, 2024. These lines may be cancelled at any time by us or the issuing banks. Borrowings under our short-term lines of credit were not material as of December 28, 2024 and December 30, 2023.
From time to time, we provide guarantees on certain arrangements with banks. Our exposure to these guarantees is not material.
Long-Term Borrowings
In November 2024, we issued €500 million of senior notes, due November 4, 2034, which bear an interest rate of 3.750% per year, payable annually in arrears. Our net proceeds from this issuance, after deducting underwriting discounts and offering expenses, were approximately €495 million ($539 million), which we intend to use to repay our €500 million of senior notes maturing in March 2025 and for general corporate purposes.
In August 2024, we repaid our $300 million of senior notes at maturity using cash flows from operations and commercial paper borrowings.
During 2024, we reclassified our $5 million of medium-term notes due in the third quarter of 2025, $25 million of medium-term notes due in the second quarter of 2025 and €500 million of senior notes due in the first quarter of 2025 from "Long-term debt and finance leases" to "Short-term borrowings and current portion of long-term debt and finance leases" in the Consolidated Balance Sheets.
In March 2023, we issued $400 million of senior notes, due March 15, 2033, which bear an interest rate of 5.750% per year, payable semiannually in arrears. Our net proceeds from this issuance, after deducting underwriting discounts and offering expenses, were $394.9 million, which we used to repay indebtedness under our commercial paper programs and our $250 million of senior notes that matured on April 15, 2023.
Our long-term debt, and related interest rates, at year-end 2024 and 2023 is shown below.
(In millions)20242023
Long-term debt
Medium-term notes:
Series 1995 due 2025
$30.0 $30.0 
Long-term notes:
Senior notes due 2024 at 0.85%
— 299.6 
Senior notes due 2025 at 1.25%(1)
521.1 552.6 
Senior notes due 2028 at 4.875%
497.4 496.7 
Senior notes due 2030 at 2.650%
496.7 496.1 
Senior notes due 2032 at 2.25%
495.7 495.1 
Senior notes due 2033 at 6.0%
149.3 149.2 
Senior notes due 2033 at 5.75%
395.8 395.3 
Senior notes due 2034 at 3.75%(1)
515.9 — 
Less amount classified as current(551.1)(299.6)
Total long-term debt(2)
$2,550.8 $2,615.0 
(1) These senior notes are euro-denominated. The senior notes due in 2025 and 2034 each have a face value of €500 million.
(2) Included unamortized debt issuance costs and debt discounts of $12.6 million and $7.9 million, respectively, as of year-end 2024 and $11.3 million and $7.4 million, respectively, as of year-end 2023.
At year-end 2024 and 2023, our medium-term notes had accrued interest at a weighted average fixed rate of 7.5%.
We expect maturities of our long-term debt for each of the next five fiscal years and thereafter to be as follows:
Year(In millions)
2025$551.2 
2026— 
2027— 
2028500.0 
2029— 
2030 and thereafter2,071.2 
Refer to Note 7, “Commitments and Leases,” for information related to finance leases.
Other
The Revolver contains a financial covenant requiring that we maintain a specified ratio of total debt minus unrestricted cash and cash equivalents in excess of $50 million to a certain measure of income. As of December 28, 2024 and December 30, 2023, we were in compliance with this financial covenant.
Our total interest costs in 2024, 2023 and 2022 were $124.0 million, $126.5 million and $89.8 million, respectively, of which $7.0 million, $7.5 million and $5.7 million, respectively, was capitalized as part of the cost of property, plant and equipment, capitalized software and capitalized implementation costs associated with cloud computing arrangements.
The estimated fair value of our long-term debt is primarily based on the credit spread above U.S. Treasury securities or euro government bond securities, as applicable, on notes with similar rates, credit ratings and remaining maturities. The fair value of short-term borrowings, which includes commercial paper issuances and short-term lines of credit, approximates their carrying value given their short duration. The fair value of our total debt was $3.01 billion at December 28, 2024 and $3.11 billion at December 30, 2023. Fair value amounts were determined based primarily on Level 2 inputs. Refer to Note 1, “Summary of Significant Accounting Policies,” for more information.

v3.25.0.1
FINANCIAL INSTRUMENTS
12 Months Ended
Dec. 28, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
FINANCIAL INSTRUMENTS FINANCIAL INSTRUMENTS
We use various derivative financial instruments to manage risks in foreign currency exchange rates, commodity prices and interest rates. We recognize derivative financial instruments as either assets or liabilities at fair value in the Consolidated Balance Sheets.
Fair Value Hedges
During 2024, we entered into foreign currency forward contracts to hedge a portion of our €500 million of senior notes due in the first quarter of 2025 and €500 million of senior notes due in the fourth quarter of 2034 to offset changes in the fair value of the hedged item attributable to foreign currency risk. The foreign currency forward contracts hedging our €500 million of senior notes due in the fourth quarter of 2034 have a maturity date of December 2025.
Cash Flow Hedges
During 2020, we entered into U.S. dollar to euro cross-currency swap contracts with a total notional amount of $250 million to effectively convert our fixed-rate U.S. dollar-denominated debt into euro-denominated debt, including semiannual interest payments and the payment of principal at maturity. During the term of the contract, which ends on April 30, 2030, we pay fixed-rate interest in euros and receive fixed-rate interest in U.S. dollars.
We designate commodity forward contracts on forecasted purchases of commodities as cash flow hedges.
During 2024, we entered into interest rate forward-starting swap contracts that we designated as cash flow hedges that were terminated upon the issuance of our €500 million of senior notes due in the fourth quarter of 2034. The resulting gain will be amortized to interest expense over the term of the hedged fixed-rate interest payments.
Net Investment Hedges
During 2024, we entered into foreign currency forward contracts and zero-cost collars, combining each pair as net investment hedges for accounting purposes. The objective of the hedging activity is to minimize the effect of foreign currency exchange rates on our net investment in certain foreign operations between the sold put strike and the purchased call strike rates of the contracts. The notional amount of these hedges are approximately €420 million and €500 million with maturity dates in March 2025 and December 2025, respectively.
Other Derivatives
Our outstanding foreign currency exchange contracts as of December 28, 2024 were recorded in various currencies, primarily the U.S. dollar, Canadian dollar, euro, Chinese renminbi, British pound sterling and Hong Kong dollar. For other derivative instruments not designated as hedging instruments, the gain or loss is recognized in current earnings.
Derivative Financial Statement Impacts
The following table shows the fair value and balance sheet locations of other derivatives as of December 28, 2024 and December 30, 2023:
(In millions)Notional Amount
Other Current Assets
Other Non-Current Assets
Other Current Liabilities
Other Non-Current Liabilities
Type of Hedge
December 28, 2024
Derivatives designated as hedges:
Foreign currency forward contracts
$958.9 $.2 $— $36.7 $— Fair value
Cross-currency swap contracts
250.0 — 10.9 — — Cash flow
Commodity contracts2.9 .4 — .4 — Cash flow
Foreign currency forward contracts with collars
958.9 17.8 — .2 — Net investment
Total$18.4 $10.9 $37.3 $— 
Derivatives not designated as hedges:
Foreign currency exchange contracts$1,741.8 $11.9 $— $4.2 $— 
December 30, 2023
Derivatives designated as hedges:
Cross-currency swap contracts$250.0 $— $2.3 $— $— Cash flow
Commodity contracts5.8 — — 1.4 .2 Cash flow
Total$— $2.3 $1.4 $.2 
Derivatives not designated as hedges:
Foreign currency exchange contracts
$1,336.6 $6.3 $— $6.0 $— 
The following tables show the components of the net gains (losses) recognized in income related to derivative instruments:
(In millions)202420232022
Gain (loss) on derivatives designated as fair value hedges:
Foreign currency forward contracts - Marketing, general and administrative expense
$(36.4)$— $— 
The impact of the hedged items associated with the derivative in the table above are recorded to the same income statement line as the derivative instrument. The net gains (losses) recognized in income related to our cross-currency swap contracts and commodity contracts were not material in 2024, 2023 or 2022.
The gain recognized in translation for the net investment hedges was approximately $15 million for the year ended December 28, 2024.
The following table shows the components of the net gains (losses) recognized in income related to the derivative instruments not designated as hedges:
(In millions)
Statements of Income Location
202420232022
Foreign currency exchange contracts
Cost of products sold$3.2 $3.4 $5.6 
Foreign currency exchange contracts
Marketing, general and administrative expense(15.2)5.5 (4.3)
$(12.0)$8.9 $1.3 

v3.25.0.1
PENSION AND OTHER POSTRETIREMENT BENEFITS
12 Months Ended
Dec. 28, 2024
Retirement Benefits [Abstract]  
PENSION AND OTHER POSTRETIREMENT BENEFITS PENSION AND OTHER POSTRETIREMENT BENEFITS
Defined Benefit Plans
We sponsor a number of defined benefit plans, the accrual of benefits under some of which has been frozen, covering eligible employees in the U.S. and certain other countries. Benefits payable to an employee are based primarily on years of service and the employee’s compensation during the course of his or her employment with our company.
We are also obligated to pay unfunded termination indemnity benefits to certain employees outside the U.S., which are subject to applicable agreements, laws and regulations. No costs related to these benefits have been included in the disclosures below because they have not been significant.
Plan Assets
Assets in our non-U.S. plans are invested in accordance with locally accepted practices and primarily include equity securities, fixed income securities, insurance contracts and cash. Asset allocations and investments vary by country and plan. Our target plan asset investment allocation for our non-U.S. plans in the aggregate is approximately 25% in equity securities, 61% in fixed income securities and cash, and 14% in insurance contracts and other investments, subject to periodic fluctuations among these asset classes.
Fair Value Measurements
The valuation methodologies we use for assets measured at fair value are described below.
Cash is valued at nominal value. Cash equivalents and mutual funds are valued at fair value as determined by quoted market prices, based upon the net asset value (“NAV”) of shares held at year-end. Pooled funds are structured as collective trusts, not publicly traded and valued by calculating NAV per unit based on the NAV of the underlying funds/trusts as a practical expedient for the fair value of the pooled funds. The pooled funds are categorized by the investment strategy, which is primarily equity and fixed income securities. The pooled funds categorized as other investments are primarily investments in real estate funds. Insurance contracts are valued at book value, which approximates fair value and is calculated using the prior-year balance plus or minus investment returns and changes in cash flows.
These methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While we believe these valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following table sets forth, by level within the fair value hierarchy (as applicable), non-U.S. plan assets at fair value:
Fair Value Measurements Using
(In millions)TotalQuoted
Prices
in Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Other
Unobservable
Inputs
(Level 3)
2024
Cash$2.1 $2.1 $— $— 
Insurance contracts39.0 — — 39.0 
Pooled funds – real estate investment trusts5.3 — — 5.3 
Pooled funds – fixed income securities(1)
381.0 
Pooled funds – equity securities(1)
174.2 
Pooled funds – other investments(1)
57.9 
Total non-U.S. plan assets at fair value
$659.5 
2023 
Cash$1.3 $1.3 $— $— 
Insurance contracts42.6 — — 42.6 
Pooled funds – real estate investment trusts6.4 — — 6.4 
Pooled funds – fixed income securities(1)
389.8 
Pooled funds – equity securities(1)
169.4 
Pooled funds – other investments(1)
53.7 
Total non-U.S. plan assets at fair value
$663.2 
(1) Pooled funds that are measured at fair value using the NAV per unit (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table reconcile to total non-U.S. plan assets.
The following table presents a reconciliation of Level 3 non-U.S. plan asset activity during 2024 and 2023:
Level 3 Assets
(In millions)Insurance ContractsPooled Funds –
Real Estate
Investment Trusts
Total
Balance at December 31, 2022
$37.1 $8.3 $45.4 
Net realized and unrealized gain (loss)1.3 (2.3)(1.0)
Purchases3.5 — 3.5 
Settlements(2.8)— (2.8)
Acquisition
1.1 — 1.1 
Impact of changes in foreign currency exchange rates2.4 .4 2.8 
Balance at December 30, 2023
42.6 6.4 49.0 
Net realized and unrealized gain (loss)1.1 (1.0).1 
Purchases3.7 — 3.7 
Settlements(5.8)— (5.8)
Impact of changes in foreign currency exchange rates(2.6)(.1)(2.7)
Balance at December 28, 2024
$39.0 $5.3 $44.3 
Plan Assumptions
Discount Rate
In consultation with our actuaries, we annually review and determine the discount rates used to value our pension and other postretirement obligations. The assumed discount rate for each pension plan reflects market rates for high quality corporate bonds currently available. Our discount rate is determined by evaluating yield curves consisting of large populations of high quality corporate bonds. The projected pension benefit payment streams are then matched with bond portfolios to determine a rate that reflects the liability duration unique to our plans.
We use the full yield curve approach to estimate the service and interest cost components of net periodic benefit cost for our pension and other postretirement benefit plans. Under this approach, we apply multiple discount rates from a yield curve composed of the rates of return on several hundred high-quality, fixed income corporate bonds available at the measurement date. We believe that this approach provides a more precise measurement of service and interest cost by aligning the timing of a plan’s liability cash flows to its corresponding rates on the yield curve.
Long-term Return on Assets
We determine the long-term rate of return assumption for plan assets by reviewing the historical and expected returns of both the equity and fixed income markets, taking into account our asset allocation, the correlation between returns in our asset classes, and our mix of active and passive investments. Additionally, we evaluate current market conditions, including interest rates, and review market data for reasonableness and appropriateness.
Measurement Date
We measure the actuarial value of our benefit obligations and plan assets using the calendar month-end closest to our fiscal year-end and adjust for any contributions or other significant events between the measurement date and our fiscal year-end.
Plan Balance Sheet Reconciliations
The following table provides a reconciliation of benefit obligations, plan assets, funded status of the plans and accumulated other comprehensive loss for our defined benefit plans:
Plan Benefit Obligations
Pension Benefits
20242023
(In millions)U.S.
Non-U.S.
U.S.
Non-U.S.
Change in projected benefit obligations
Projected benefit obligations at beginning of year$49.3 $679.9 $51.8 $586.9 
Service cost— 13.8 — 10.5 
Interest cost2.2 24.1 2.4 24.7 
Participant contributions
— 4.7 — 4.5 
Amendments— 5.1 — (.1)
Actuarial (gain) loss(.5)2.8 1.4 51.3 
Acquisition
— — — 1.2 
Benefits paid(6.4)(24.5)(6.3)(25.3)
Settlements— (6.0)— (.6)
Foreign currency translation— (35.5)— 26.8 
Projected benefit obligations at end of year$44.6 $664.4 $49.3 $679.9 
Accumulated benefit obligations at end of year$44.6 $608.0 $49.3 $628.7 
Plan Assets
Pension Benefits
20242023
(In millions)U.S.
Non-U.S.
U.S.Non-U.S.
Change in plan assets
Plan assets at beginning of year$— $663.2 $— $585.3 
Actual return on plan assets— 41.6 — 54.6 
Acquisition
— — — 1.1 
Employer contributions6.4 15.5 6.3 17.2 
Participant contributions— 4.7 — 4.5 
Benefits paid(6.4)(24.5)(6.3)(25.3)
Settlements— (6.0)— (.6)
Foreign currency translation— (35.0)— 26.4 
Plan assets at end of year$— $659.5 $— $663.2 
Funded Status
Pension Benefits
20242023
(In millions)U.S.
Non-U.S.
U.S.
Non-U.S.
Funded status of the plans
Other assets$— $84.7 $— $67.8 
Other accrued liabilities(6.1)(3.2)(6.1)(.2)
Long-term retirement benefits and other liabilities(1)
(38.5)(86.4)(43.2)(84.3)
Plan assets less than benefit obligations$(44.6)$(4.9)$(49.3)$(16.7)
(1) In accordance with our funding strategy, we have the option to fund certain of our U.S. liabilities with proceeds from our company-owned life insurance policies.
Pension Benefits
20242023
U.S.
Non-U.S.
U.S.
Non-U.S.
Weighted average assumptions used to determine year-end benefit obligations
Discount rate5.43 %3.95 %4.86 %3.78 %
Compensation rate increase— 2.80 — 2.73 
For U.S. and non-U.S. plans combined, the projected benefit obligations and fair values of plan assets for pension plans with projected benefit obligations in excess of plan assets were $290 million and $156 million, respectively, at year-end 2024 and $210 million and $76 million, respectively, at year-end 2023.
For U.S. and non-U.S. plans combined, the accumulated benefit obligations and fair values of plan assets for pension plans with accumulated benefit obligations in excess of plan assets were $274 million and $151 million, respectively, at year-end 2024 and $162 million and $43 million, respectively, at year-end 2023.
Accumulated Other Comprehensive Loss
The following table shows the pre-tax amounts recognized in “Accumulated other comprehensive loss” in the Consolidated Balance Sheets:
Pension Benefits
20242023
(In millions)U.S.
Non-U.S.
U.S.
Non-U.S.
Net actuarial loss$8.9 $69.4 $9.6 $73.2 
Prior service (credit) cost— 2.3 — (3.4)
Net amount recognized in accumulated other comprehensive loss$8.9 $71.7 $9.6 $69.8 
The following table shows the pre-tax amounts recognized in “Other comprehensive loss (income)”:
Pension Benefits
202420232022
(In millions)U.S.
Non-U.S.
U.S.
Non-U.S.
U.S.
Non-U.S.
Net actuarial (gain) loss$(.2)$(3.4)$.9 $32.6 $(5.6)$(.8)
Prior service credit— 5.1 — (.1)— — 
Amortization of unrecognized:
Net actuarial (gain) loss
(.5)(.4)(.4)2.1 (.8)(2.5)
Prior service credit (cost)— .5 — .4 — .4 
Settlements— .1 — .1 (.1).1 
Net amount recognized in other comprehensive loss (income)$(.7)$1.9 $.5 $35.1 $(6.5)$(2.8)
Plan Income Statement Reconciliations
The following table shows the components of net periodic benefit cost:
Pension Benefits
202420232022
(In millions)U.S.
Non-U.S.
U.S.
Non-U.S.
U.S.
Non-U.S.
Service cost$— $13.8 $— $10.5 $— $16.5 
Interest cost2.2 24.1 2.4 24.7 1.2 10.8 
Actuarial (gain) loss(.2)— .5 — (3.5)— 
Expected return on plan assets— (37.4)— (33.2)— (21.9)
Amortization of actuarial loss.5 .4 .4 (2.1).8 2.5 
Amortization of prior service (credit) cost— (.5)— (.4)— (.4)
Recognized loss (gain) on settlements
— (.1)— (.1).1 (.1)
Net periodic benefit cost (credit)$2.5 $.3 $3.3 $(.6)$(1.4)$7.4 
Service cost and components of net periodic benefit cost other than service cost were included in “Marketing, general and administrative expense” and “Other non-operating expense (income), net” in the Consolidated Statements of Income, respectively.
The following table shows the weighted average assumptions used to determine net periodic cost:
Pension Benefits
202420232022
U.S.
Non-U.S.
U.S.
Non-U.S.
U.S.
Non-U.S.
Discount rate4.86 %3.78 %5.06 %4.36 %2.19 %1.57 %
Expected return on assets— 5.04 — 4.71 — 3.00 
Compensation rate increase— 2.73 — 2.75 — 2.33 
Plan Contributions
We make contributions to our defined benefit plans sufficient to meet the minimum funding requirements of applicable laws and regulations, plus additional amounts, if any, we determine to be appropriate. The following table sets forth our expected contributions in 2025:
(In millions)
U.S. pension plans$6.2 
Non-U.S. pension plans
17.5 
Future Benefit Payments
The future benefit payments shown below reflect the expected service periods for eligible participants.
Pension
Benefits
(In millions)U.S.
Non-U.S.
2025$6.2 $23.5 
20265.7 29.3 
20275.5 27.3 
20285.0 26.6 
20294.7 26.6 
2030-203417.0 152.5 
Postretirement Health Benefits
We provide postretirement health benefits to certain of our retired U.S. employees up to the age of 65 under a cost-sharing arrangement and provide supplemental Medicare benefits to certain of our U.S. retirees over the age of 65. Our postretirement health benefit plan was closed to new participants retiring after December 31, 2021. Our policy is to fund the cost of these postretirement benefits from operating cash flows. While we do not intend to terminate these postretirement health benefits, we may do so at any time, subject to applicable laws and regulations. At year-end 2024, our postretirement health benefits obligation and related loss recorded in “Accumulated other comprehensive loss” were approximately $2 million and $9 million, respectively. At year-end 2023, our postretirement health benefits obligation and related loss recorded in “Accumulated other comprehensive loss” were approximately $2 million and $10 million, respectively. Net periodic benefit cost was not material in 2024, 2023 or 2022.
Defined Contribution Plans
We sponsor various defined contribution plans worldwide, the largest of which is the Avery Dennison Corporation Employee Savings Plan (“Savings Plan”), a 401(k) plan for our U.S. employees.
We recognized expense of $31.9 million, $30.3 million and $27.3 million in 2024, 2023 and 2022, respectively, related to our employer contributions and employer match of participant contributions to the Savings Plan.
Other Retirement Plans
We have deferred compensation plans and programs that permit eligible employees to defer a portion of their compensation. The compensation voluntarily deferred by the participant, together with certain employer contributions, earns specified and variable rates of return. As of year-end 2024 and 2023, we had accrued $99.0 million and $88.2 million, respectively, for our obligations under these plans. A portion of the interest on certain of our contributions may be forfeited by participants if their employment terminates before age 55 other than by reason of death or disability.
Our Directors Deferred Equity Compensation Program allows our non-employee directors to elect to receive their cash compensation in deferred stock units (“DSUs”) issued under our equity plan. Additionally, two legacy deferred compensation plans had DSUs that were issued under our then-active equity plans. Dividend equivalents, representing the value of dividends per share paid on shares of our common stock and calculated with reference to the number of DSUs held as of a quarterly dividend record date, are credited in the form of additional DSUs on the applicable dividend payable date. DSUs are converted into shares of our common stock, less fractional shares, and issued to a participating director upon his or her separation from our Board. Approximately 0.04 million and 0.1 million DSUs were outstanding as of year-end 2024 and 2023, respectively, with an aggregate value of $8 million and $19 million, respectively.
We hold company-owned life insurance policies, the proceeds from which are payable to us upon the death of covered participants. The cash surrender values of these policies, net of outstanding loans, which are included in “Other assets” in the Consolidated Balance Sheets, were $247.4 million and $228.4 million at year-end 2024 and 2023, respectively.

v3.25.0.1
COMMITMENTS AND LEASES
12 Months Ended
Dec. 28, 2024
Leases [Abstract]  
COMMITMENTS AND LEASES COMMITMENTS AND LEASES
Supplemental cost information related to leases is shown below.
(In millions)202420232022
Operating lease costs$75.1 $73.6 $70.8 
Lease costs related to finance leases were not material in 2024, 2023 or 2022.
Supplemental balance sheet information related to leases is shown below.
(In millions)Balance Sheet Location20242023
Assets
OperatingOther assets$227.5 $200.2 
Finance(1)
Property, plant and equipment, net32.5 29.6 
Total leased assets$260.0 $229.8 
Liabilities
Current:
OperatingOther current liabilities$49.6 $45.4 
FinanceShort-term borrowings and current portion of long-term debt and finance leases4.3 6.3 
Non-current:
OperatingLong-term retirement benefits and other liabilities176.1 152.3 
FinanceLong-term debt and finance leases9.1 7.0 
Total lease liabilities$239.1 $211.0 
(1) Finance lease assets are net of accumulated amortization of $18.7 million and $14.6 million as of December 28, 2024 and December 30, 2023, respectively.
Supplemental cash flow information related to leases is shown below.
(In millions)202420232022
Cash paid for amounts included in measurement of operating lease liabilities
$61.0 $55.8 $60.5 
Operating lease assets obtained in exchange for operating lease liabilities93.0 92.4 37.2 
Cash flows related to finance leases were not material in 2024, 2023 or 2022.
Weighted average remaining lease term and discount rate information related to leases as of December 28, 2024 and December 30, 2023 is shown below.
20242023
Weighted average remaining lease term (in years):
Operating6.77.1
Finance3.63.1
Weighted average discount rate (percentage):
Operating4.6 %4.1 %
Finance4.7 4.2 
Operating and finance lease liabilities by maturity date from December 28, 2024 are shown below.
(In millions)Operating LeasesFinance Leases
2025$55.6 $5.3 
202647.8 3.6 
202737.0 2.8 
202826.3 1.8 
202921.8 .9 
2030 and thereafter72.5 .5 
Total lease payments261.0 14.9 
Less: imputed interest(35.3)(1.6)
Present value of lease liabilities$225.7 $13.3 
As of December 28, 2024, we had no significant operating or finance leases that had not yet commenced.
COMMITMENTS AND LEASES COMMITMENTS AND LEASES
Supplemental cost information related to leases is shown below.
(In millions)202420232022
Operating lease costs$75.1 $73.6 $70.8 
Lease costs related to finance leases were not material in 2024, 2023 or 2022.
Supplemental balance sheet information related to leases is shown below.
(In millions)Balance Sheet Location20242023
Assets
OperatingOther assets$227.5 $200.2 
Finance(1)
Property, plant and equipment, net32.5 29.6 
Total leased assets$260.0 $229.8 
Liabilities
Current:
OperatingOther current liabilities$49.6 $45.4 
FinanceShort-term borrowings and current portion of long-term debt and finance leases4.3 6.3 
Non-current:
OperatingLong-term retirement benefits and other liabilities176.1 152.3 
FinanceLong-term debt and finance leases9.1 7.0 
Total lease liabilities$239.1 $211.0 
(1) Finance lease assets are net of accumulated amortization of $18.7 million and $14.6 million as of December 28, 2024 and December 30, 2023, respectively.
Supplemental cash flow information related to leases is shown below.
(In millions)202420232022
Cash paid for amounts included in measurement of operating lease liabilities
$61.0 $55.8 $60.5 
Operating lease assets obtained in exchange for operating lease liabilities93.0 92.4 37.2 
Cash flows related to finance leases were not material in 2024, 2023 or 2022.
Weighted average remaining lease term and discount rate information related to leases as of December 28, 2024 and December 30, 2023 is shown below.
20242023
Weighted average remaining lease term (in years):
Operating6.77.1
Finance3.63.1
Weighted average discount rate (percentage):
Operating4.6 %4.1 %
Finance4.7 4.2 
Operating and finance lease liabilities by maturity date from December 28, 2024 are shown below.
(In millions)Operating LeasesFinance Leases
2025$55.6 $5.3 
202647.8 3.6 
202737.0 2.8 
202826.3 1.8 
202921.8 .9 
2030 and thereafter72.5 .5 
Total lease payments261.0 14.9 
Less: imputed interest(35.3)(1.6)
Present value of lease liabilities$225.7 $13.3 
As of December 28, 2024, we had no significant operating or finance leases that had not yet commenced.

v3.25.0.1
CONTINGENCIES
12 Months Ended
Dec. 28, 2024
Commitments and Contingencies Disclosure [Abstract]  
CONTINGENCIES CONTINGENCIES
Legal Proceedings
We are involved in various lawsuits, claims, inquiries and other regulatory and compliance matters, most of which are routine to the nature of our business. When it is probable that a loss will be incurred and where a range of the loss can be reasonably estimated, the best estimate within the range is accrued. When the best estimate within the range cannot be determined, the low end of the range is accrued. The ultimate resolution of these claims could affect future results of operations should our exposure be materially different from our estimates or should we incur liabilities that were not previously accrued. Probable insurance reimbursements are not offset against potential liabilities.
Because of the uncertainties associated with claims resolution and litigation, future expenses to resolve legal proceedings could be higher than the liabilities we have accrued. If information were to become available that allowed us to reasonably estimate an amount higher or lower than what we have accrued in the range of potential expenses determined to be probable, we would adjust our accrued liabilities accordingly. Additional lawsuits, claims, inquiries and other regulatory and compliance matters could arise in the future. The range of expenses for resolving any future matters would be assessed as they arise; until then, a range of potential expenses for their resolution cannot be determined. Based upon current information, we believe that the impact of the resolution of legal proceedings would not be, individually or in the aggregate, material to our financial position, results of operations or cash flows.
We were party to a litigation in which ADASA Inc. (“Adasa”), an unrelated third party, alleged that certain of the RFID products within our Solutions Group reportable segment infringed its patent. The case was filed on October 24, 2017 in the United States District Court in the District of Oregon (Eugene Division) and was captioned ADASA Inc. v. Avery Dennison Corporation. We recorded a contingent liability in the amount of $26.6 million related to this matter in the second quarter of 2021 based on a jury verdict issued on May 14, 2021.
We appealed the first instance judgment associated with the jury verdict – which resulted in additional potential liability for the RFID tags sold during the period from the jury verdict to the issuance of the first instance judgment, a higher royalty applicable to tags sold after the judgment and a royalty on additional late-disclosed tags, as well as sanctions, prejudgment interest, costs, and attorneys’ fees, as well as an ongoing royalty on in-scope tags sold after October 14, 2021 – to the United States Court of Appeals for the Federal Circuit (the “CAFC”). During the fourth quarter of 2022, the CAFC issued its opinion, reversing the grant of summary judgment of validity as to anticipation and obviousness, vacating the sanctions ruling, and remanding the case for retrial with respect to validity for anticipation and obviousness over the prior art. The CAFC affirmed subject-matter eligibility and damages if liability was determined on retrial. On remand, the trial court was required to reconsider the amount of sanctions consistent with the CAFC's instruction to limit sanctions to the late-disclosed tags.
After the U.S. Supreme Court denied our writ of certiorari petition on May 30, 2023, the retrial began on July 10, 2023. On July 18, 2023, the jury in the retrial issued a verdict that Adasa’s patent is valid. We increased our contingent liability to reflect our then-best estimate of the anticipated judgment to $80.4 million as of July 1, 2023, with an expectation to continue adjusting our accrual quarterly, as appropriate. As of December 30, 2023, our contingent liability for this matter was $82.9 million.
On January 25, 2024, the district court issued a revised sanctions order lowering the sanctions against us from approximately $20 million to $5.2 million based on a rate of $0.0025/late-reported tag, which was consistent with the amount we had accrued. In February 2024, the district court issued its decision denying our motion for judgment as a matter of law
and our motion for a new trial. On March 7, 2024, the Court issued an amended final judgment, assessing damages, pre- and post-judgment interest, costs, attorneys' fees, sanctions, and ongoing royalties.
On April 25, 2024, we entered into a Settlement Agreement, License and Mutual Release with Adasa pursuant to which, among other things, (i) we agreed to pay $75.0 million to Adasa without any concessions or admissions of liability; (ii) Adasa agreed to grant us a worldwide, nonexclusive, nontransferable fully-paid up, and ongoing royalty-free perpetual license, without the right to sublicense, to the patents at issue in the litigation; and (iii) the parties mutually released all claims against one another. We paid the agreed-upon settlement amount to Adasa on April 26, 2024. No court approval of the settlement was required; however, as required by the settlement agreement, Adasa filed a Stipulation of Satisfaction of Judgment with the trial court on April 29, 2024.
Environmental Expenditures
Environmental expenditures are generally expensed. When it is probable that a loss will be incurred and where a range of the loss can be reasonably estimated, the best estimate within the range is accrued. When the best estimate within the range cannot be determined, the low end of the range is accrued. The ultimate resolution of these matters could affect future results of operations should our exposure be materially different from our estimates or should we incur liabilities that were not previously accrued. Probable insurance reimbursements are not offset against potential liabilities. We review our estimates of the costs of complying with environmental laws related to remediation and cleanup of various sites, including sites in which governmental agencies have designated us as a potentially responsible party (“PRP”). However, environmental expenditures for newly acquired assets and those that extend or improve the economic useful life of existing assets are capitalized and amortized over the shorter of the estimated useful life of the acquired asset or the remaining life of the existing asset.
As of December 28, 2024, we have been designated by the U.S. Environmental Protection Agency (“EPA”) and/or other responsible state agencies as a PRP at ten waste disposal or waste recycling sites that are the subject of separate investigations or proceedings concerning alleged soil and/or groundwater contamination. No settlement of our liability related to any of these sites has been agreed upon. We are participating with other PRPs at these sites and anticipate that our share of remediation costs will be determined pursuant to agreements that we negotiate with the EPA or other governmental authorities.
These estimates could change as a result of changes in planned remedial actions, remediation technologies, site conditions, the estimated time to complete remediation, environmental laws and regulations, and other factors. Because of the uncertainties associated with environmental assessment and remediation activities, our future expenses to remediate these sites could be higher than the liabilities we have accrued. If information were to become available that allowed us to reasonably estimate an amount higher or lower than what we have accrued in the range of potential expenses, we would adjust our environmental liabilities accordingly. In addition, we may be identified as a PRP at additional sites in the future. The range of expenses for remediation of any future-identified sites would be addressed as they arise; until then, a range of expenses for their remediation cannot be determined.
The activity related to our environmental liabilities in 2024 and 2023 is shown below:
(In millions)20242023
Balance at beginning of year$24.5 $24.3 
Charges, net of reversals1.9 2.5 
Payments(13.4)(2.3)
Balance at end of year$13.0 $24.5 
Approximately $5 million and $11 million, respectively, of this balance was classified as short-term and included in “Other current liabilities” in the Consolidated Balance Sheets as of December 28, 2024 and December 30, 2023.

v3.25.0.1
FAIR VALUE MEASUREMENTS
12 Months Ended
Dec. 28, 2024
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
Assets and liabilities carried at fair value, measured on a recurring basis, as of December 28, 2024, were as follows:
Fair Value Measurements Using
(In millions)TotalQuoted
Prices in
Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Other
Unobservable
Inputs
(Level 3)
Assets
Investments$48.0 $24.2 $23.8 $— 
Derivative assets41.2 .4 40.8 — 
Bank drafts5.2 5.2 — — 
Liabilities
Derivative liabilities$41.5 $.4 $41.1 $— 
Contingent consideration liabilities4.8 — — 4.8 
Assets and liabilities carried at fair value, measured on a recurring basis, as of December 30, 2023 were as follows:
Fair Value Measurements Using
(In millions)TotalQuoted
Prices in
Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Other
Unobservable
Inputs
(Level 3)
Assets
Investments$37.8 $19.6 $18.2 $— 
Derivative assets8.6 — 8.6 — 
Bank drafts5.3 5.3 — — 
Liabilities
Derivative liabilities$7.6 $1.6 $6.0 $— 
Contingent consideration liabilities10.0 — — 10.0 
Investments included fixed income securities (primarily U.S. government and corporate debt securities) measured at fair value using quoted prices/bids and a money market fund measured at fair value using NAV. As of December 28, 2024, investments of $1.5 million, $38.1 million, and $8.4 million were included in “Cash and cash equivalents,” “Other current assets,” and "Other assets," respectively, in the Consolidated Balance Sheets. As of December 30, 2023, investments of $2.7 million and $35.1 million were included in “Cash and cash equivalents” and “Other current assets,” respectively, in the Consolidated Balance Sheets. Derivatives that are exchange-traded are measured at fair value using quoted market prices and classified within Level 1 of the valuation hierarchy. Derivatives measured based on foreign currency exchange rate inputs that are readily available in public markets are classified within Level 2 of the valuation hierarchy. Bank drafts (maturities greater than three months) are valued at face value due to their short-term nature and were included in “Other current assets” in the Consolidated Balance Sheets.
Contingent consideration liabilities relate to estimated earn-out payments associated with certain acquisitions completed in 2023, 2022 and 2021, which are subject to the acquired companies achieving certain post-acquisition performance targets. These liabilities were recorded based on the expected payments and have been classified as Level 3. Activity related to contingent consideration was immaterial in 2024 and 2023.
In addition to the investments described above, we hold venture investments that had a total carrying value of approximately $45 million and $71 million as of December 28, 2024 and December 30, 2023, respectively, which was included in “Other assets” in the Consolidated Balance Sheets. Starting in the second quarter of 2024, we began revaluing certain venture investments based on Level 1 inputs; the fair value of these investments was $8.4 million as of December 28, 2024. Related to these investments, we recognized $19.2 million in net losses in 2024, no net gains or losses in 2023 and net gains of $13.5 million in 2022 in “Other expense (income), net” in the Consolidated Statements of Income.

v3.25.0.1
NET INCOME PER COMMON SHARE
12 Months Ended
Dec. 28, 2024
Earnings Per Share [Abstract]  
NET INCOME PER COMMON SHARE NET INCOME PER COMMON SHARE
Net income per common share was computed as follows:
(In millions, except per share amounts)202420232022
(A) Net income$704.9 $503.0 $757.1 
(B) Weighted average number of common shares outstanding80.4 80.7 81.6 
Dilutive shares (additional common shares issuable under stock-based awards).3 .4 .6 
(C) Weighted average number of common shares outstanding, assuming dilution80.7 81.1 82.2 
Net income per common share (A) ÷ (B)$8.77 $6.23 $9.28 
Net income per common share, assuming dilution (A) ÷ (C)$8.73 $6.20 $9.21 
Certain stock-based compensation awards were excluded from the computation of net income per common share, assuming dilution, because they would not have had a dilutive effect. Stock-based compensation awards excluded from the computation totaled 0.1 million shares in 2024 and 2023 and were not significant in 2022.

v3.25.0.1
SUPPLEMENTAL EQUITY AND COMPREHENSIVE INCOME INFORMATION
12 Months Ended
Dec. 28, 2024
Stockholders' Equity Note [Abstract]  
SUPPLEMENTAL EQUITY AND COMPREHENSIVE INCOME INFORMATION SUPPLEMENTAL EQUITY AND COMPREHENSIVE INCOME INFORMATION
Common Stock and Share Repurchase Program
Our Amended and Restated Certificate of Incorporation authorizes five million shares of $1 par value preferred stock (of which no shares are outstanding), with respect to which our Board may fix the series and terms of issuance, and 400 million shares of $1 par value voting common stock.
From time to time, our Board authorizes the repurchase of shares of our outstanding common stock. Repurchased shares may be reissued under our long-term incentive plan or used for other corporate purposes. In 2024, we repurchased approximately 1.2 million shares of our common stock at an aggregate cost of $247.5 million. In 2023, we repurchased approximately 0.8 million shares of our common stock at an aggregate cost of $137.5 million.
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 and in addition to any amount outstanding under our previous Board authorization. Shares of our common stock in the aggregate amount of $346.9 million remained authorized for repurchase under this Board authorization as of December 28, 2024. Board authorizations remain in effect until shares in the amount authorized thereunder have been repurchased.
Treasury Shares Reissuance
We fund a portion of our employee-related costs using shares of our common stock held in treasury. We reduce capital in excess of par value based on the grant date fair value of vesting awards and record net gains or losses associated with using treasury shares to retained earnings.
Accumulated Other Comprehensive Loss
The changes in “Accumulated other comprehensive loss” (net of tax) for 2024 and 2023 were as follows:
(In millions)
Foreign
Currency
Translation(1)
Pension and
Other
Postretirement
Benefits
Cash Flow
Hedges
Fair Value Hedges
Total
Balance as of December 31, 2022$(314.0)$(51.3)$1.3 $— $(364.0)
Other comprehensive income (loss) before reclassifications, net of tax(14.6)(25.2)(7.0)— (46.8)
Reclassifications to net income, net of tax— (1.0)3.7 — 2.7 
Net current-period other comprehensive income (loss), net of tax(14.6)(26.2)(3.3)— (44.1)
Balance as of December 30, 2023$(328.6)$(77.5)$(2.0)$— $(408.1)
Other comprehensive income (loss) before reclassifications, net of tax(46.9)(1.3)(5.4)2.0 (51.6)
Reclassifications to net income, net of tax— .8 2.8 — 3.6 
Net current-period other comprehensive income (loss), net of tax(46.9)(.5)(2.6)2.0 (48.0)
Balance as of December 28, 2024$(375.5)$(78.0)$(4.6)$2.0 $(456.1)
(1) The 2024 changes in foreign currency translation included a pretax gain related to the foreign currency forward contracts and zero-cost collars accounted for as net investment hedges. Refer to Note 5, "Financial Instruments," to the Consolidated Financial Statements for more information.
The following table sets forth the income tax expense (benefit) allocated to each component of other comprehensive income (loss):
(In millions)202420232022
Foreign currency translation:
Translation gain (loss)
$.1 $1.2 $(7.0)
Pension and other postretirement benefits:
Net gain (loss) recognized from actuarial gain/loss and prior service cost/credit(.6)(8.2).5 
Reclassifications to net income.4 (.3)1.1 
Cash flow hedges:
Gain (loss) recognized on cash flow hedges(1.7)(2.2)1.6 
Reclassifications to net income.9 1.2 .4 
Fair value hedges:
Changes in excluded components of fair value hedges.6 — — 
Income tax expense (benefit) allocated to components of other comprehensive income (loss)
$(.3)$(8.3)$(3.4)

v3.25.0.1
LONG-TERM INCENTIVE COMPENSATION
12 Months Ended
Dec. 28, 2024
Share-Based Payment Arrangement [Abstract]  
LONG-TERM INCENTIVE COMPENSATION LONG-TERM INCENTIVE COMPENSATION
Stock-Based Awards
Stock-Based Compensation
We grant our annual stock-based compensation awards to eligible employees in March and non-employee directors in May. Certain awards granted to retirement-eligible employees one or more years before their retirement date vest upon retirement; these awards are accounted for as fully vested one year from the date of grant.
Our 2017 Incentive Award Plan, a long-term incentive plan for employees and non-employee directors, allows us to grant stock-based compensation awards – including stock options, RSUs, PUs, MSUs and DSUs – or a combination of these and other awards. Under this plan, 5.4 million shares were made available for issuance, with each full value award counted as 1.5 shares for purposes of the number of shares authorized for issuance. Full value awards include RSUs, PUs and MSUs.
Stock-based compensation expense and the related recognized tax benefit were as follows:
(In millions)202420232022
Stock-based compensation expense$28.7 $22.3 $47.4 
Tax benefit2.6 2.4 6.7 
This expense was included in “Marketing, general and administrative expense” in the Consolidated Statements of Income.
As of December 28, 2024, we had approximately $38 million of unrecognized compensation expense related to unvested stock-based awards, which is expected to be recognized over the remaining weighted average requisite service period of approximately two years.
Stock Options
Stock options may be granted to employees and non-employee directors at no less than 100% of the fair market value of our common stock on the date of the grant and generally vest over a four-year period. Options expire ten years from the date of grant.
The fair value of stock options is estimated as of the date of grant using the Black-Scholes option-pricing model. This model requires input assumptions for our expected dividend yield, expected stock price volatility, risk-free interest rate and the expected option term.
The weighted average grant date fair value per share for stock options granted in 2023 was $47.65. No stock options were granted in fiscal years 2024 or 2022.
The following assumptions are used in estimating the fair value of granted stock options:
Risk-free interest rate is based on the 52-week average of the Treasury-Bond rate that has a term corresponding to the expected option term. For 2023, it was 3.84%.
Expected stock price volatility represents an average of the implied and historical volatility. For 2023, it was 23.90%.
Expected dividend yield is based on the current annual dividend divided by the 12-month average of our monthly stock price prior to grant. For 2023, it was 1.84%.
Expected option term is determined based on historical experience under our long-term incentive plans. For 2023, it was 6.31 years.
The following table summarizes information related to stock options:
Number of
options
(in thousands)
Weighted average
exercise price
Weighted average
remaining
contractual life
(in years)
Aggregate
intrinsic value
(in millions)
Outstanding at December 30, 2023204.1 $109.92 4.36$18.7 
Exercised(141.1)73.96 
Outstanding at December 28, 202463.0 $190.54 8.68$— 
Options vested and expected to vest at December 28, 202454.8 190.54 8.68— 
Options exercisable at December 28, 2024— $— $— 
The total intrinsic value of stock options exercised was $19.5 million in 2024. We received approximately $10 million in 2024 from the exercise of stock options, and the tax benefit associated with these exercised options was $4.8 million. There were no stock option exercises in 2023 and the stock option exercises in 2022 were immaterial. The intrinsic value of a stock option is based on the amount by which the market value of our stock exceeds the exercise price of the option.
Performance Units (“PUs”)
PUs are performance-based awards granted to eligible employees under our equity plan. PUs are payable in shares of our common stock at the end of a three- or four-year cliff vesting period provided that the designated performance objectives are achieved at the end of the period. Over the performance period, the estimated number of shares of our common stock issuable upon vesting is adjusted upward or downward based on the probability of achieving the performance objectives established for the award. The number of shares issued generally ranges from 0% to 200% of the target shares at the time of grant; however the shares issued for certain special PU awards can range up to 300% of the target shares at
time of grant. The weighted average grant date fair value for PUs was $224.82, $180.12 and $163.97 in 2024, 2023 and 2022, respectively.
The following table summarizes information related to awarded PUs:
Number of
 PUs
(in thousands)
Weighted
 average
grant-date
 fair value
Unvested at December 30, 2023300.7 $174.54 
Granted at target68.3 224.82 
Adjustment for above-target performance(1)
37.7 197.75 
Vested(104.2)197.75 
Forfeited/cancelled(10.4)184.82 
Unvested at December 28, 2024292.1 $181.94 
(1) Reflects adjustments for above-target performance for the 2021-2023 PUs.
The fair value of vested PUs was $20.6 million in 2024, $22.7 million in 2023 and $20.2 million in 2022.
Market-Leveraged Stock Units (“MSUs”)
MSUs are performance-based awards granted to eligible employees under our equity plan. MSUs are payable in shares of our common stock over a four-year period provided that the designated performance objective is achieved as of the end of each vesting period. MSUs accrue dividend equivalents during the vesting period, which are earned and paid only at vesting provided that, at a minimum, threshold-level performance is achieved. The number of shares earned is based upon our absolute total shareholder return at each vesting date and can range from 0% to 200% of the target amount of MSUs subject to vesting. Each of the four vesting periods represents one tranche of MSUs and the fair value of each of these four tranches was determined using the Monte-Carlo simulation model, which utilizes multiple input variables, including expected stock price volatility and other assumptions, to estimate the probability of achieving the performance objective established for the award. The weighted average grant date fair value for MSUs was $259.75, $192.53 and $141.80 in 2024, 2023 and 2022, respectively.
The following table summarizes information related to awarded MSUs:
Number of
MSUs
(in thousands)
Weighted
average
grant-
date fair
value
Unvested at December 30, 2023195.5 $167.16 
Granted at target55.2 259.75 
Adjustments for above-target performance(1)
20.6 129.76 
Vested(99.2)147.25 
Forfeited/cancelled(8.4)198.29 
Unvested at December 28, 2024163.7 $202.83 
(1) Reflects adjustments for above-target performance for each of the tranches of MSUs vesting in 2024.
The fair value of vested MSUs was $14.6 million in 2024, $16.1 million in 2023 and $19.9 million in 2022.
Restricted Stock Units (“RSUs”)
RSUs are service-based awards granted to eligible employees and non-employee directors under our equity plan. RSUs granted to employees generally vest over a period between one and four years. RSUs granted to non-employee directors generally vest in one year. The vesting of RSUs is subject to continued service through the applicable vesting date. If that condition is not met, unvested RSUs are generally forfeited. The weighted average grant date fair value for RSUs was $210.74, $175.88 and $168.34 in 2024, 2023 and 2022, respectively.
The following table summarizes information related to awarded RSUs:
Number of
RSUs
(in thousands)
Weighted
average
grant-date
fair value
Unvested at December 30, 202366.5 $171.68 
Granted53.7 210.74 
Vested(18.4)175.42 
Forfeited/cancelled(6.9)196.80 
Unvested at December 28, 202494.9 $191.22 
The fair value of vested RSUs was $3.2 million, $2.7 million and $2.8 million in 2024, 2023 and 2022, respectively.
Cash-Based Awards
Long-Term Incentive Units (“LTI Units”)
LTI Units are cash-based awards granted to employees under our long-term incentive unit plan. LTI Units are service-based awards that generally vest ratably over a four-year period. The settlement value equals the number of vested LTI Units multiplied by the average of the high and low market prices of our common stock on the vesting date. The compensation expense related to these awards is amortized on a straight-line basis and the fair value is remeasured using the estimated percentage of units expected to be earned multiplied by the average of the high and low market prices of our common stock at each quarter-end.
We also grant cash-based awards in the form of performance and market-leveraged LTI Units to eligible employees. Performance LTI Units are payable in cash at the end of a three-year cliff vesting period provided that certain performance objectives are achieved at the end of the performance period. Market-leveraged LTI Units are payable in cash and vest ratably over a period of four years. The number of performance and market-leveraged LTI Units earned at vesting is adjusted upward or downward based upon the probability of achieving the performance objectives established for the respective award and the actual number of units issued can range from 0% to 200% of the designated target units subject to vesting. Performance and market-leveraged LTI Units are remeasured using the estimated percentage of units expected to be earned multiplied by the average of the high and low market prices of our common stock at each quarter-end over their respective performance periods. The compensation expense related to performance LTI Units is amortized on a straight-line basis over their respective performance periods. The compensation expense related to market-leveraged LTI Units is amortized on a graded-vesting basis over their respective performance periods.
The compensation expense related to LTI Units was $14.9 million in 2024, $16.3 million in 2023 and $11.5 million in 2022. This expense was included in “Marketing, general and administrative expense” in the Consolidated Statements of Income. The total recognized tax benefit related to LTI Units was $3.6 million in 2024, $3.9 million in 2023 and $2.7 million in 2022.

v3.25.0.1
COST REDUCTION ACTIONS
12 Months Ended
Dec. 28, 2024
Restructuring and Related Activities [Abstract]  
COST REDUCTION ACTIONS COST REDUCTION ACTIONS
Restructuring Charges
We have plans that provide eligible employees with severance benefits in the event of an involuntary termination. We calculate severance using the benefit formulas under the applicable plans. We record restructuring charges from qualifying cost reduction actions for severance and other exit costs (including asset impairment charges and lease and other contract cancellation costs) when they are probable and estimable.
2025 Actions
In the fourth quarter 2024, we recorded $13.1 million in restructuring charges related to our 2025 actions. These charges consisted of severance and related costs for the reduction of approximately 90 positions, as well as asset impairment charges, at numerous locations across our company, reflecting actions in our Solutions Group reportable segment.
2023 Actions
During 2024, we recorded $28.8 million in restructuring charges, net of reversals, related to our 2023 actions. 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. During 2023, we recorded $49.0 million in restructuring charges, net of reversals, related to these actions. These charges consisted of severance and related costs for the reduction of approximately 1,450 positions, as well as asset impairment charges, at numerous locations across our company.
In the third quarter of 2023, we approved a restructuring plan (the "2023 Plan") to further optimize the European footprint of our Materials Group reportable segment by reducing operations in a manufacturing facility in Belgium. The cumulative charges associated with the 2023 Plan consisted of severance and related costs for the reduction of approximately 210 positions, as well as asset impairment charges. We recorded $30.4 million in 2023 in restructuring charges related to the 2023 Plan. The activities related to the 2023 Plan are expected to be substantially completed by mid-2025.
Accruals for severance and related costs and lease cancellation costs were included in “Other current liabilities” and "Long-term retirement benefits and other liabilities" in the Consolidated Balance Sheets. Asset impairment charges were based on the estimated market value of the assets, less selling costs, if applicable. Restructuring charges were included in “Other expense (income), net” in the Consolidated Statements of Income.
During 2024, restructuring charges and payments were as follows:
(In millions)Accrual at
December 30,
2023
Charges,
Net of
Reversals
Cash
Payments
Non-cash
Impairment
Foreign
Currency
Translation
Accrual at
December 28,
2024
2025 Actions
Severance and related costs$— $10.0 $— $— $— $10.0 
Asset impairment charges— 3.1 — (3.1)— — 
2023 Actions
Severance and related costs27.7 25.4 (43.3)— (.6)9.2 
Asset impairment charges— 3.0 — (3.0)— — 
Lease cancellation costs— .4 (.6)— — (.2)
Total$27.7 $41.9 $(43.9)$(6.1)$(.6)$19.0 
During 2023, restructuring charges and payments were as follows:
(In millions)Accrual at
December 31,
2022
Charges,
Net of
Reversals
Cash
Payments
Non-cash
Impairment
Foreign
Currency
Translation
Accrual at
December 30,
2023
2023 Actions
Severance and related costs$— $72.1 $(45.1)$— $.7 $27.7 
Asset impairment charges— 8.3 — (8.3)— — 
2019/2020 Actions
Severance and related costs5.1 (1.0)(4.1)— — — 
Total$5.1 $79.4 $(49.2)$(8.3)$.7 $27.7 
The table below shows the total amount of restructuring charges incurred by reportable segment and Corporate.
(In millions)202420232022
Restructuring charges by reportable segment and Corporate
Materials Group$5.7 $52.4 $(1.0)
Solutions Group35.8 23.2 7.9 
Corporate.4 3.8 .8 
Total$41.9 $79.4 $7.7 

v3.25.0.1
TAXES BASED ON INCOME
12 Months Ended
Dec. 28, 2024
Income Tax Disclosure [Abstract]  
TAXES BASED ON INCOME TAXES BASED ON INCOME
Taxes based on income were as follows:
(In millions)2024
2023
2022
Current:
U.S. federal tax$36.0 $42.5 $29.4 
State taxes10.6 9.0 8.8 
Foreign taxes
214.9 160.8 177.7 
261.5 212.3 215.9 
Deferred:
U.S. federal tax(8.7)(29.0)5.8 
State taxes(3.3)(3.5).9 
Foreign taxes
(.9)11.9 19.6 
(12.9)(20.6)26.3 
Provision for income taxes$248.6 $191.7 $242.2 
The principal items accounting for the difference between taxes computed at the U.S. federal statutory rate and taxes recorded were as follows:
(In millions)202420232022
Tax provision computed at U.S. federal statutory rate(1)
$200.2 $145.9 $209.9 
Increase (decrease) in taxes resulting from:
State taxes, net of federal tax benefit2.7 2.6 11.8 
Foreign earnings taxed at different rates(1)
49.5 50.4 51.7 
GILTI high-tax exclusion election, net(2)
(6.2)(10.0)(11.9)
Valuation allowance15.9 2.6 (5.0)
U.S. federal research and development tax credits(7.7)(8.3)(6.5)
Tax contingencies and audit settlements1.9 11.9 (4.3)
Other items, net(7.7)(3.4)(3.5)
Provision for income taxes$248.6 $191.7 $242.2 
(1) All years included certain U.S. international tax provisions and foreign earnings taxed in the U.S., net of credits.
(2) In 2024, we recognized $6.2 million from our current year GILTI exclusion election. In 2023, we recognized $4.4 million from our 2023 GILTI exclusion election and $5.6 million related to the election made on our 2022 U.S. federal tax return. In 2022, we recognized $11.9 million of benefit related to a GILTI exclusion election made on our 2021 U.S. federal tax return.
Income before taxes from our U.S. and foreign operations was as follows:
(In millions)202420232022
U.S.$211.4 $187.2 $232.4 
Foreign
742.1 507.5 766.9 
Income before taxes$953.5 $694.7 $999.3 
Our effective tax rate was 26.1%, 27.6% and 24.2% for fiscal years 2024, 2023 and 2022, respectively.
Our 2024 provision for income taxes included (i) $15.9 million of net tax charge related to the tax on global intangible low-taxed income ("GILTI") of our foreign subsidiaries and the recognition of foreign withholding taxes on current year earnings, partially offset by the benefit from foreign-derived intangible income (“FDII”); (ii) $15.9 million of tax charge from valuation allowances due to the uncertainty of the realization of certain deferred tax assets; and (iii) excess tax benefits associated with stock-based payments, and return-to-provision benefits related to our 2023 U.S. federal tax return, partially offset by net tax charge primarily from the recognition of uncertain tax positions and tax audit settlements in certain foreign jurisdictions.
Our 2023 provision for income taxes included (i) $16.4 million of net tax charge related to the tax on GILTI of our foreign subsidiaries and the recognition of foreign withholding taxes on current year earnings, partially offset by the benefit from FDII; (ii) $14.7 million of return-to-provision benefit primarily related to our GILTI exclusion election and benefits from additional foreign tax credits recognized under temporary relief granted by the Internal Revenue Service ("IRS") in July 2023, related to our 2022 U.S. federal tax return, (iii) $10.5 million of tax charge related to non-deductible expenses resulting from the impact of the Argentine peso remeasurement loss; and (iv) $9.5 million of net tax charge primarily from the
recognition of uncertain tax positions in certain foreign jurisdictions, partially offset by decreases in certain tax reserves as a result of closing tax years.
Our 2022 provision for income taxes included (i) $18.8 million of net tax charge related to the tax on GILTI of our foreign subsidiaries and the recognition of foreign withholding taxes on current year earnings, partially offset by the benefit from FDII; (ii) $17.3 million of return-to-provision benefit, including $11.9 million related to a GILTI exclusion election and a lower net tax charge from other international inclusion items related to our 2021 U.S. federal tax return; and (iii) net tax benefit primarily from decreases in certain tax reserves, including interest and penalties, as a result of closing tax years and the settlement of certain foreign tax audits.
Deferred Taxes
Deferred taxes reflect the temporary differences between the amounts at which assets and liabilities are recorded for financial reporting purposes and the amounts utilized for tax purposes. The primary components of the temporary differences that gave rise to our deferred tax assets and liabilities were as follows:
(In millions)20242023
Accrued expenses not currently deductible$29.8 $44.5 
Net operating loss carryforwards137.9 138.9 
Tax credit carryforwards14.8 9.0 
Capitalized research expenses81.7 59.9 
Stock-based compensation8.8 10.9 
Pension and other postretirement benefits31.1 34.2 
Inventory reserve19.2 16.4 
Lease liabilities44.7 43.3 
Other assets31.6 27.9 
Valuation allowance(72.7)(62.0)
Total deferred tax assets(1)
326.9 323.0 
Depreciation and amortization(306.0)(317.2)
Repatriation accrual(24.2)(24.5)
Foreign operating loss recapture(3.1)(3.4)
Lease assets(44.3)(43.4)
Total deferred tax liabilities(1)
(377.6)(388.5)
Total net deferred tax assets (liabilities)$(50.7)$(65.5)
(1) Reflect gross amounts before jurisdictional netting of deferred tax assets and liabilities.
We assess available positive and negative evidence to estimate if sufficient future taxable income is expected to be generated to use existing deferred tax assets. On the basis of our assessment, we record valuation allowances only with respect to the portion of the deferred tax asset that is not more-likely-than-not to be realized. Our assessment of the future realizability of our deferred tax assets relies heavily on our forecasted earnings in certain jurisdictions determined by the manner in which we operate our business and the relevant carryforward periods. Any changes to our operations may affect our assessment of deferred tax assets considered realizable if the positive evidence no longer outweighs the negative evidence.
Net operating loss carryforwards of foreign subsidiaries at December 28, 2024 and December 30, 2023 were $466 million and $481 million, respectively. Tax credit carryforwards of both domestic and foreign subsidiaries at December 28, 2024 and December 30, 2023 totaled $15 million and $9 million, respectively. If unused, foreign net operating losses and tax credit carryforwards will expire as follows:
(In millions)
Net Operating Losses(1)
Tax Credits
Year of Expiry
2025$2.6 $.2 
20262.3 .2 
20273.1 .4 
20286.6 .8 
202928.5 .4 
2030-204423.6 11.7 
Indefinite life/no expiry399.4 1.1 
Total$466.1 $14.8 
(1) Net operating losses are presented before tax effects and valuation allowance.
Certain indefinite-lived foreign net operating losses may require decades to be fully utilized under our current business model.
At December 28, 2024, we had net operating loss carryforwards in certain states of $575 million before tax effects. Based on our estimates of future state taxable income, it is more-likely-than-not that the majority of these carryforwards will not be realized before they expire. Accordingly, a valuation allowance has been recorded on $548 million of these carryforwards.
As of December 28, 2024, our provision for income taxes did not materially benefit from applicable tax holidays in foreign jurisdictions.
Unrecognized Tax Benefits
As of December 28, 2024, our unrecognized tax benefits totaled $81 million, $74 million of which, if recognized, would reduce our annual effective income tax rate. As of December 30, 2023, our unrecognized tax benefits totaled $88 million, $75 million of which, if recognized, would reduce our annual effective income tax rate.
Where applicable, we accrue potential interest and penalties related to unrecognized tax benefits in income tax expense. The interest and penalties we recognized during fiscal years 2024, 2023 and 2022 were not material, individually or in aggregate, to the Consolidated Statements of Income. We have $17 million and $16 million of accrued interest and penalties, net of tax benefit, in the Consolidated Balance Sheets at December 28, 2024 and December 30, 2023, respectively.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is set forth below.
(In millions)20242023
Balance at beginning of year$88.0 $69.5 
Additions for tax positions of current year11.4 15.4 
Additions (reductions) for tax positions of prior years, net(7.2)8.0 
Settlements with tax authorities(4.6)(1.8)
Expirations of statutes of limitations(3.7)(3.9)
Changes due to translation of foreign currencies(2.8).8 
Balance at end of year$81.1 $88.0 
It is reasonably possible that, during the next 12 months, we may realize a decrease in our uncertain tax positions, including interest and penalties, of approximately $6 million, primarily as a result of closing tax years.
The amount of income taxes we pay is subject to ongoing audits by taxing jurisdictions around the world. Our estimate of the potential outcome of any uncertain tax issue is subject to our assessment of the relevant risks, facts, and circumstances existing at the time. We believe we have adequately provided for reasonably foreseeable outcomes related to these matters. However, our future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved, which may impact our effective tax rate. The final determination of tax audits and any related legal proceedings could materially differ from amounts reflected in our tax provision for income taxes and the related liabilities. To date, we and our U.S. subsidiaries have completed the IRS’ Compliance Assurance Process through 2021. With limited exceptions, we are no longer subject to income tax examinations by tax authorities for years prior to 2010.

v3.25.0.1
SEGMENT AND DISAGGREGATED REVENUE INFORMATION
12 Months Ended
Dec. 28, 2024
Segment Reporting [Abstract]  
SEGMENT AND DISAGGREGATED REVENUE INFORMATION SEGMENT AND DISAGGREGATED REVENUE INFORMATION
Segment Reporting
We have the following reportable segments:
Materials Group – manufactures and sells pressure-sensitive label materials, films for graphic and reflective products, performance tapes and other adhesive products for industrial, medical and other applications, as well as fastener solutions.
Solutions Group – designs, manufactures and sells a wide variety of branding and information solutions, including brand and price tickets, tags and labels (including RFID inlays), and related services, supplies and equipment.
Our President and Chief Executive Officer is the chief operating decision maker ("CODM") and is responsible for the allocation of resources and evaluation of performance of our reportable segments. The CODM's oversight includes establishing performance targets to advance our long-term strategy and increase stockholder value, allocating capital to our reportable segments to achieve those targets, developing compensation programs to incentivize segment leaders to achieve those targets, and analyzing key performance metrics to track progress against those targets. The CODM reviews the performance of each segment by comparing each reportable segment’s current period results with its annual operating plan targets, its most recent quarterly forecast, and the prior year to assess how segment results impacted our company’s overall results.
Disaggregated Revenue Information
Disaggregated revenue information is shown below in the manner that best reflects how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Revenue from our Materials Group reportable segment is attributed to geographic areas based on the location from which products are shipped. Revenue from our Solutions Group reportable segment is shown by product group.
(In millions)202420232022
Net sales to unaffiliated customers
Materials Group:
U.S.$1,715.6 $1,687.8 $1,892.1 
Europe, the Middle East and North Africa
2,091.0 2,007.1 2,396.2 
Asia1,388.0 1,315.2 1,390.3 
Latin America489.7 474.2 470.1 
Other
328.7 327.0 346.4 
Total Materials Group6,013.0 5,811.3 6,495.1 
Solutions Group:
Apparel and other
1,875.5 1,661.4 1,851.2 
Identification Solutions and Vestcom867.2 891.6 693.0 
Total Solutions Group2,742.7 2,553.0 2,544.2 
Net sales to unaffiliated customers$8,755.7 $8,364.3 $9,039.3 
Revenue from our Materials Group reportable segment by product group is shown below.
(In millions)202420232022
Net sales to unaffiliated customers
Materials Group:
 Labels, graphics and reflectives $5,266.0 $5,076.8 $5,725.7 
 Tapes and adhesives 676.0 665.3 696.3 
 Other 71.0 69.2 73.1 
Total Materials Group$6,013.0 $5,811.3 $6,495.1 
Our total company revenue by geographic area is shown below. Revenue is attributed to geographic areas based on the location from which products are shipped.
(In millions)202420232022
Net sales to unaffiliated customers
U.S.$2,613.4 $2,578.3 $2,565.9 
Europe, the Middle East and North Africa
2,418.6 2,306.7 2,683.6 
Asia2,763.1 2,545.2 2,817.2 
Latin America599.8 582.3 605.7 
Other
360.8 351.8 366.9 
Net sales to unaffiliated customers$8,755.7 $8,364.3 $9,039.3 
Net sales to unaffiliated customers in Asia included sales in China (including Hong Kong) of $1.40 billion in 2024, $1.30 billion in 2023 and $1.50 billion in 2022.
No single customer represented 10% or more of our net sales in year-end 2024, 2023 or 2022. Our ten largest customers by net sales in the aggregate represented approximately 16% of our net sales during 2024, 2023 and 2022.
Segment Information
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. Segment adjusted operating income is defined as income before taxes adjusted for other expense (income), net; interest expense, other non-operating expense (income), net; and other items. Segment results and reconciliation to income before taxes are presented below.
(In millions)202420232022
Materials Group
Net sales to unaffiliated customers
$6,013.0 $5,811.3 $6,495.1 
Segment expense(1)
5,088.3 5,022.1 5,649.2 
Segment adjusted operating income$924.7 $789.2 $845.9 
Solutions Group
Net sales to unaffiliated customers
$2,742.7 $2,553.0 $2,544.2 
Segment expense(1)
2,453.4 2,301.0 2,234.1 
Segment adjusted operating income$289.3 $252.0 $310.1 
(1) Segment expense included cost of sales and marketing, general and administrative expense and excluded other expense (income), net, and other items.
(In millions)202420232022
Segment adjusted operating income
Materials Group
$924.7 $789.2 $845.9 
Solutions Group289.3 252.0 310.1 
Total1,214.0 1,041.2 1,156.0 
Corporate expense(91.9)(77.4)(82.6)
Other expense (income), net and other items(78.3)(180.9).6 
Interest expense(117.0)(119.0)(84.1)
Other non-operating expense (income), net26.7 30.8 9.4 
Income before taxes$953.5 $694.7 $999.3 
Additional Segment Information
Additional financial information by reportable segment is shown below.
Intersegment sales are recorded at or near market prices and are eliminated in determining consolidated net sales. We do not disclose total assets by reportable segment since we neither generate nor review that information internally. As our reporting structure is neither organized nor reviewed internally by country, results by individual country are not provided.
(In millions)202420232022
Intersegment sales
Materials Group
$162.8 $157.1 $137.1 
Solutions Group52.3 35.5 37.4 
Intersegment sales$215.1 $192.6 $174.5 
Capital expenditures(1)(2)
Materials Group
$96.3 $117.8 $153.5 
Solutions Group120.8 148.7 144.0 
Capital expenditures$217.1 $266.5 $297.5 
Depreciation and amortization expense(1)
Materials Group
$130.9 $127.8 $135.8 
Solutions Group181.3 170.6 154.9 
Depreciation and amortization expense$312.2 $298.4 $290.7 
(1) Corporate capital expenditures and depreciation and amortization expense are allocated to the reportable segments based on their percentage of consolidated net sales.
(2) Capital expenditures for property, plant and equipment included accruals.
Entity-wide Information
Other expense (income), net by type were as follows:
(In millions)202420232022
Other expense (income), net by type
Restructuring charges, net of reversals:
Severance and related costs, net of reversals
$35.4 $70.8 $7.6 
Asset impairment and lease cancellation charges
6.5 8.6 .1 
Other items:
Losses from Argentine peso remeasurement and Blue Chip Swap transactions16.4 29.9 — 
(Gain) loss on venture investments
19.2 1.5 (13.5)
Outcomes of legal matters and settlements, net(1)
(6.2)64.3 6.3 
Transaction and related costs.3 5.3 .3 
(Gain) loss on sales of assets
— .5 (1.4)
Other expense (income), net$71.6 $180.9 $(.6)
(1) Amount for 2023 included an additional contingent liability related to the Adasa litigation in the amount of $56.3 million. Refer to Note 8, “Contingencies” for more information.
Long-lived assets (including property, plant and equipment, net, and operating lease assets) in our U.S. and non-U.S. operations were as follows:
(In millions)20242023
Long-lived assets
U.S.$642.7 $662.8 
Non-U.S.
1,171.5 1,163.2 
Long-lived assets
$1,814.2 $1,826.0 
Long-lived assets located in China (including Hong Kong) were approximately $288 million in 2024 and $305 million in 2023.

v3.25.0.1
SUPPLEMENTAL FINANCIAL INFORMATION
12 Months Ended
Dec. 28, 2024
Supplemental Financial Information  
SUPPLEMENTAL FINANCIAL INFORMATION SUPPLEMENTAL FINANCIAL INFORMATION
Inventories
Inventories at year-end were as follows:
(In millions)20242023
Raw materials$435.0 $415.4 
Work-in-progress224.9 238.2 
Finished goods318.2 267.1 
Inventories$978.1 $920.7 
Property, Plant and Equipment, Net
Major classes of property, plant and equipment, stated at cost, at year-end were as follows:
(In millions)20242023
Land$35.1 $35.9 
Buildings and improvements852.3 817.9 
Machinery and equipment2,903.4 2,799.5 
Construction-in-progress202.7 317.1 
Property, plant and equipment3,993.5 3,970.4 
Accumulated depreciation(2,406.8)(2,344.6)
Property, plant and equipment, net$1,586.7 $1,625.8 
Software
Capitalized software costs at year-end were as follows:
(In millions)20242023
Cost$360.0 $362.4 
Accumulated amortization(249.3)(257.9)
Software, net$110.7 $104.5 
Software amortization expense was $25.1 million in 2024, $23.4 million in 2023 and $29.5 million in 2022.
Cloud Computing Arrangements
Capitalized implementation costs at year-end were as follows:
(In millions)20242023
Cost$97.1 $59.8 
Accumulated amortization(17.9)(9.4)
Capitalized implementation costs, net
$79.2 $50.4 
Capitalized implementation cost amortization expense was $8.0 million in 2024 and $4.5 million in 2023.
Allowance for Credit Losses
Given the short-term nature of trade receivables, our allowance for credit losses is based on the financial condition of customers, the aging of receivable balances, our historical collections experience, and current and expected future macroeconomic and market conditions. Balances are written off in the period in which they are determined to be uncollectible.
The activity related to our allowance for credit losses was as follows:
(In millions)20242023
Balance at beginning of year$34.4 $34.4 
Provision for credit losses
4.6 4.4 
Amounts written off(8.9)(6.3)
Other, including foreign currency translation(1.1)1.9 
Balance at end of year$29.0 $34.4 
The provision for credit losses was $6.9 million in 2022.
Research and Development
Research and development expense, which was included in “Marketing, general and administrative expense” in the Consolidated Statements of Income, was as follows:
(In millions)202420232022
Research and development expense$137.8 $135.8 $136.1 
Supplemental Cash Flow Information
Cash paid for interest and income taxes was as follows:
(In millions)202420232022
Interest$111.8 $109.9 $80.9 
Income taxes, net of refunds226.8 234.9 204.8 
Foreign Currency Effects
Gains and losses resulting from foreign currency transactions are included in income in the period incurred. Transactions in foreign currencies (including receivables, payables and loans denominated in currencies other than the functional currency), including hedging impacts, were not material in 2024, 2023 or 2022.
Deferred Revenue
Deferred revenue primarily relates to constrained variable consideration on supply agreements for sales of products, as well as to payments received in advance of performance under a contract. Deferred revenue is recognized as revenue as or when we perform under a contract.
The following table shows the amounts and balance sheet locations of deferred revenue as of December 28, 2024 and December 30, 2023:
(In millions)December 28, 2024December 30, 2023
Other current liabilities$15.5 $18.1 
Long-term retirement benefits and other liabilities1.2 1.3 
Total deferred revenue$16.7 $19.4 
Revenue recognized from amounts included in deferred revenue as of December 30, 2023 was $17.5 million in 2024. Revenue recognized from amounts included in deferred revenue as of December 31, 2022 was $21.0 million in 2023. Revenue recognized from amounts included in deferred revenue as of January 1, 2022 was $23.5 million in 2022. This revenue was included in “Net sales” in the Consolidated Statements of Income.
Supplier Finance Programs
We have agreements with third-party financial institutions to facilitate payments to suppliers. These third-party financial institutions offer voluntary supply chain finance programs that enable certain of our suppliers, at the supplier’s sole discretion, to sell our payment obligations to a financial institution on terms directly negotiated with the financial institution. Participating suppliers decide which payment obligations are sold to the financial institution and we have no economic interest in a supplier’s decision to sell these payment obligations. We make payments to the financial institution on the invoice due date, regardless of whether an individual invoice is sold by the supplier to the financial institution. Our obligations to our suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers' decisions to sell amounts under these arrangements. Amounts due under our supply chain finance programs are included in accounts payable in our Consolidated Balance Sheets and activities related to these programs are presented as operating activities in our Consolidated Statements of Cash Flows. As of December 28, 2024 and December 30, 2023, the amounts due to financial institutions for suppliers that participate in these programs were $384.6 million and $397.4 million, respectively.
The activity related to our supplier finance programs was as follows:
(In millions)2024
Balance at beginning of year$397.4 
Invoices confirmed during the year
1,339.3 
Invoices paid during the year
(1,328.9)
Other, including foreign currency translation(23.2)
Balance at end of year$384.6 
Argentine Blue Chip Swap Transactions
During 2019, the Argentine government instituted exchange controls restricting the ability of entities and individuals to exchange Argentine pesos for foreign currencies or remit foreign currency out of Argentina. Due to these currency exchange restrictions, markets in Argentina use a legal trading mechanism known as the Blue Chip Swap that allows entities to transfer U.S. dollars in and out of Argentina. During 2024, we entered into Blue Chip Swap transactions that resulted in losses of approximately $10 million that we recorded in "Other expense (income), net" in our Consolidated Statements of Income. Purchases and the proceeds from sales of Argentine Blue Chip Swap securities were included in investing activities in our Consolidated Statements of Cash Flows.

v3.25.0.1
Pay vs Performance Disclosure - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Net income $ 704.9 $ 503.0 $ 757.1

v3.25.0.1
Insider Trading Arrangements
3 Months Ended
Dec. 28, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false

v3.25.0.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 28, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true

v3.25.0.1
Cybersecurity Risk Management and Strategy Disclosure
12 Months Ended
Dec. 28, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]
Our cybersecurity risk management program, which is designed to protect the confidentiality, integrity and availability of our critical systems and information, includes a comprehensive cybersecurity incident response plan.
We design and assess our program based on the ISO 27000 and the National Institute of Standards and Technology (NIST) SP-800 and Cybersecurity Framework. We use these frameworks to help us identify, assess and manage cybersecurity risks relevant to our business and do not intend to suggest that we meet any particular technical standards, specifications or requirements.
Our cybersecurity risk management program complements our overall enterprise risk management program, using similar methodologies and governance processes to identify risks and mitigating strategies.
Our 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 information technology environment; an 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.
We have not experienced cybersecurity events that have materially affected our operations, results of operations, or financial condition. However, we face certain ongoing risks from cybersecurity threats that, if realized, would be reasonably likely to materially affect us, including our operations, results of operations, or financial condition.
Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block]
We design and assess our program based on the ISO 27000 and the National Institute of Standards and Technology (NIST) SP-800 and Cybersecurity Framework. We use these frameworks to help us identify, assess and manage cybersecurity risks relevant to our business and do not intend to suggest that we meet any particular technical standards, specifications or requirements.
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block]
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 cybersecurity risk management program and engaging with management on cybersecurity and other risks related to our information technology controls and security. 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. Management updates the Audit Committee, if and as needed, regarding any significant cybersecurity events, as well as events that may have had lesser potential impact.
Our cybersecurity leadership team ("CSLT"), which includes leaders accountable for security operations, incident response, risk and compliance, data security, application security, digital solutions security, vulnerability management and operational technology security, is responsible for assessing and managing our risks from cybersecurity threats. The team has primary responsibility for our overall 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 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 information technology environment.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] 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 cybersecurity risk management program and engaging with management on cybersecurity and other risks related to our information technology controls and security.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] Management updates the Audit Committee, if and as needed, regarding any significant cybersecurity events, as well as events that may have had lesser potential impact.
Cybersecurity Risk Role of Management [Text Block] Our cybersecurity leadership team ("CSLT"), which includes leaders accountable for security operations, incident response, risk and compliance, data security, application security, digital solutions security, vulnerability management and operational technology security, is responsible for assessing and managing our risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our external cybersecurity consultants.
Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]
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 cybersecurity risk management program and engaging with management on cybersecurity and other risks related to our information technology controls and security. 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. Management updates the Audit Committee, if and as needed, regarding any significant cybersecurity events, as well as events that may have had lesser potential impact.
Our cybersecurity leadership team ("CSLT"), which includes leaders accountable for security operations, incident response, risk and compliance, data security, application security, digital solutions security, vulnerability management and operational technology security, is responsible for assessing and managing our risks from cybersecurity threats. The team has primary responsibility for our overall 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 information technology environments.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] Information security personnel maintain a variety of technical and managerial security certifications and have broad security experience in manufacturing, finance, software and information technology environments.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] 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 cybersecurity risk management program and engaging with management on cybersecurity and other risks related to our information technology controls and security.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true

v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
12 Months Ended
Dec. 28, 2024
Accounting Policies [Abstract]  
Nature of Operations
Nature of Operations
We are a global materials science and digital identification solutions company. We are Making PossibleTM products and solutions that 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. We design and develop labeling and functional materials, radio-frequency identification ("RFID") inlays and tags, software applications that connect the physical and digital, and offerings that enhance branded packaging and carry or display information that improves the customer experience. We serve an array of industries worldwide, including home and personal care, apparel, general retail, e-commerce, logistics, food and grocery, pharmaceuticals and automotive.
Principles of Consolidation
Principles of Consolidation
Our Consolidated Financial Statements include the accounts of majority-owned and controlled subsidiaries. Intercompany accounts, transactions and profits are eliminated in consolidation.
Fiscal Year
Fiscal Year
Our fiscal years have generally consisted of 52 weeks, with every fifth or sixth fiscal year consisting of 53 weeks; our 2024, 2023 and 2022 fiscal years consisted of 52-week periods ending December 28, 2024, December 30, 2023 and December 31, 2022, respectively.
Accounting Guidance Updates and Recent Accounting Requirements
Accounting Guidance Updates
Segment Disclosures
In the fourth quarter of 2024, we adopted guidance that requires additional disclosures about significant segment expenses. See Note 15, “Segment and Disaggregated Revenue Information,” for more information.
Recent Accounting Requirements
In November 2024, the FASB issued guidance expanding the disclosure requirements for certain expenses in notes to consolidated financial statements. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently assessing the impact of adopting this guidance on our financial statement disclosures.
Use of Estimates
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make estimates and assumptions for the reporting period and as of the date of our financial statements. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities, and the reported amounts of revenue and expense. As the effects of future events cannot be determined, actual results could differ significantly from these estimates.
Cash and Cash Equivalents
Cash and Cash Equivalents
Cash and cash equivalents generally consist of cash on hand, deposits in banks, cash-in-transit, and bank drafts and short-term investments with maturities of three months or less when purchased or received. The carrying value of these assets approximates fair value due to the short maturity of these instruments.
Inventories
Inventories
We state inventories at the lower of cost or net realizable value and categorize them as raw materials, work-in-progress or finished goods. Cost is determined using the first-in, first-out method. We record inventory that is damaged, obsolete, excess and slow-moving to cost of products sold and establish a lower cost basis for that inventory. Slow-moving inventory is reviewed by category and may be recognized partially or fully to cost of products sold depending on the type of product, level of usage and length of time the product has been included in inventory.
Trade Accounts Receivable
Trade Accounts Receivable
We record trade accounts receivable at the invoiced amount. Our allowances for credit losses reflect customer trade accounts receivable that are estimated to be partially or entirely uncollectible. These allowances are used to reduce gross trade receivables to their net realizable values. We record these allowances based on estimates related to the financial
condition of customers; the aging of receivable balances; our historical collection experience; and current and expected future macroeconomic and market conditions.
Property, Plant and Equipment
Property, Plant and Equipment
We generally compute depreciation using the straight-line method over the estimated useful lives of the respective assets, ranging from ten to 45 years for buildings and improvements and three to 15 years for machinery and equipment. Leasehold improvements are depreciated over the shorter of the useful life of the asset and the term of the associated lease. We expense maintenance and repair costs as incurred; we capitalize renewals and improvements. Upon the sale or retirement of assets, the accounts are relieved of the cost and the related accumulated depreciation, with any resulting gain or loss included in net income.
Leases
Leases
Our leases primarily relate to office and warehouse space, machinery, transportation, and equipment for information technology. We determine if an arrangement is a lease or contains a lease at inception. For lease accounting purposes, we do not separate lease and nonlease components, nor do we record operating or finance lease assets and liabilities for short-term leases. We have options to renew or terminate some of our leases. We evaluate renewal and termination options at the lease commencement date and over the lease term to determine if we are reasonably certain to exercise these options. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date to determine the present value of lease payments. We recognize expense for operating leases on a straight-line basis over the lease term, with variable lease payments recognized in the periods in which they are incurred.
Software
Software
We capitalize software costs incurred during the application development stage of software development, including costs incurred for design, coding, installation to hardware, testing, and upgrades and enhancements that provide the software or hardware with additional functionalities and capabilities. We expense software costs, including internal and external training costs and maintenance costs, incurred during the preliminary project stage and the post-implementation and/or operation stage. Capitalized software, which is included in “Other assets” in the Consolidated Balance Sheets, is amortized on a straight-line basis over the estimated useful life of the software, which is generally between five and ten years.
Cloud Computing Arrangements
Cloud Computing Arrangements
We capitalize certain costs incurred during the application development stage of implementation under a hosting arrangement that is a service contract. 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
Venture Investments
We primarily invest in privately held companies and utilize the measurement alternative for equity investments that do not have readily determinable fair values, measuring them at cost less impairment plus or minus observable price changes in an orderly transaction. Venture investments that are publicly traded companies are recorded at fair value using Level 1 inputs. The carrying value of our venture investments is included in “Other assets” in the Consolidated Balance Sheets.
Impairment of Long-lived Assets
Impairment of Long-lived Assets
We record impairment charges when the carrying amounts of long-lived assets are determined not to be recoverable. We measure recoverability by comparing the undiscounted cash flows expected from the applicable asset or asset group’s use and eventual disposition to its carrying value. We calculate the amount of impairment loss as the excess of the carrying value over the fair value. Historically, changes in market conditions and management strategy have caused us to reassess the carrying amount of our long-lived assets.
Goodwill and Other Intangibles Resulting from Business Acquisitions
Goodwill and Other Intangibles Resulting from Business Acquisitions
We account for business combinations using the acquisition method, with the excess of the acquisition cost over the fair value of acquired net tangible assets and identified intangible assets considered goodwill. As a result, we disclose goodwill separately from other intangible assets. Other identifiable intangibles include customer relationships, patented and other developed technology, and trade names and trademarks.
We perform an annual impairment test of goodwill during the fourth quarter and, as necessary, if changes in facts and circumstances that indicate the fair value of a reporting unit may be less than its carrying value. Factors that may cause us to perform an impairment test outside of our annual assessment include significant underperformance of a business relative to expected operating results, significant adverse economic and industry trends, significant decline in our market capitalization for an extended period of time relative to net book value, or our decision to divest a portion of a reporting unit. In performing impairment tests, we have the option to first assess qualitative factors to determine whether it is necessary to perform a quantitative assessment for goodwill impairment. If the qualitative assessment indicates that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value, we perform a quantitative assessment. A quantitative assessment primarily uses the present value (discounted cash flow) method to determine the fair value of reporting units with goodwill.
We compare the fair value of each reporting unit to its carrying amount, and, to the extent the carrying amount exceeds the unit’s fair value, we recognize an impairment of goodwill for the excess up to the amount of goodwill of that reporting unit.
In consultation with outside specialists, we estimate the fair value of our reporting units using various valuation techniques, with the primary technique being a discounted cash flow analysis. A discounted cash flow analysis requires us to make various assumptions, including a reporting unit's respective forecasted sales, operating margins and growth rates, as well as discount rates. Our assumptions about discount rates are based on the weighted average cost of capital for comparable companies. Our assumptions about sales, operating margins and growth rates are based on our forecasts, business plans, economic projections, anticipated future cash flows, and marketplace data. We also make assumptions for varying perpetual growth rates for periods beyond our long-term business plan period. We base our fair value estimates on projected financial information and assumptions that we believe are reasonable. However, actual future results may differ materially from these estimates and projections. The valuation methodology we use to estimate the fair value of reporting units requires inputs and assumptions that reflect current market conditions, as well as the impact of planned business and operational strategies that require management judgment. The estimated fair value could increase or decrease depending on changes in the inputs and assumptions.
We test indefinite-lived intangible assets, consisting of trade names and trademarks, for impairment in the fourth quarter or whenever events or circumstances indicate that it is more-likely-than-not that their carrying amounts exceed their fair values. In performing the impairment tests, we have the option first to assess qualitative factors to determine whether it is necessary to perform a quantitative assessment for indefinite-lived intangible asset impairment. If we decide not to perform a qualitative assessment, or if the qualitative assessment indicates that it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is less than its carrying value, we perform a quantitative assessment. Fair value is estimated as the discounted value of future revenues using a royalty rate that a third party would pay to use the asset. Variation in the royalty rates could impact our estimate of fair value. If the carrying amount of an asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
We amortize finite-lived intangible assets, consisting of customer relationships, patented and other developed technology, trade names and trademarks, and other intangibles, on a straight-line basis over their estimated useful lives.
Foreign Currency
Foreign Currency
We translate asset and liability accounts of international operations into U.S. dollars at current rates. Revenues and expenses are translated at the weighted average currency rate for the fiscal year. We record gains and losses resulting from hedging the value of investments in certain international operations and from the translation of balance sheet accounts directly as a component of other comprehensive income.
We account for our operations in Argentina as highly inflationary because the country’s three-year cumulative inflation rate exceeds 100%. As a result, the functional currency of our Argentine subsidiary is the U.S. dollar.
Financial Instruments
Financial Instruments
We enter into foreign currency exchange derivative contracts to reduce our risk from exchange rate fluctuations associated with receivables, payables, loans and firm commitments denominated in certain foreign currencies that arise primarily as a result of our operations outside the U.S. From time to time, we enter into interest rate contracts to help manage our exposure to certain interest rate fluctuations. We also enter into futures contracts to hedge certain price fluctuations for a portion of our anticipated domestic purchases of natural gas. The maximum length of time for which we hedge our exposure to the variability in future cash flows is 36 months for forecasted foreign currency exchange and commodity transactions and 10 years for cross-currency swap transactions.
On the date we enter into a derivative contract, we determine whether the derivative will be designated as a hedge. Other derivatives not designated as hedges are recorded at fair value, with changes in fair value recognized in earnings. Our policy is not to purchase or hold any foreign currency, interest rate or commodity contracts for trading purposes.
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. For derivative instruments that are designated and qualify as cash flow hedges, the entire gain or loss on the derivative is reported as a component of “Accumulated other comprehensive loss” and reclassified into earnings in the same period(s) during which the hedged transaction impacts earnings. Gains and losses on these derivatives, representing hedge components excluded from the assessment of effectiveness, are recognized in current earnings.
Net investment hedges - Hedges of the currency exposure related to a net investment in a foreign operation. The gain or loss from the derivative financial instrument is recognized as foreign currency translation in "Accumulated other comprehensive loss" until the hedged net investment is either sold or substantially liquidated. Hedge effectiveness is based on the spot method, with no ineffectiveness expected over the duration of the hedging relationship. Excluded components are not included in the effectiveness assessment, recorded in a systematic and rational basis over the term of the contracts and recorded to “Marketing, general and administrative expense” in the Consolidated Statements of Income.
We assess, both at the inception of any hedge and on an ongoing basis, whether our hedges are highly effective. If we determine that a hedge is not highly effective, we prospectively discontinue hedge accounting. For cash flow hedges, we record gains and losses as components of other comprehensive income and reclassify them into earnings in the same period during which the hedged transaction affects earnings. In the event that the anticipated transaction is no longer highly probable to occur, we recognize the change in fair value of the hedging instrument in current period earnings. We recognize changes in fair value hedges in current period earnings. We also recognize changes in the fair value of underlying hedged items (such as recognized assets or liabilities) in current period earnings and offset the changes in the fair value of the derivative.
In the Consolidated Statements of Cash Flows, hedges are classified in the same category as the hedged item.
Fair Value Measurements
Fair Value Measurements
We define fair value as the price that would be received from selling an asset or paid for transferring a liability in an orderly transaction between market participants at the measurement date. In determining fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability.
We determine fair value based on a three-tier fair value hierarchy, which we use to prioritize the inputs used in measuring fair value. These tiers consist of Level 1, which are observable inputs such as quoted prices in active markets; Level 2, which are inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, which are unobservable inputs for which little or no market data exists, requiring us to develop our own assumptions to determine the best estimate of fair value.
Revenue Recognition
Revenue Recognition
Substantially all of our revenue is derived from the sale of products. Our Materials Group reportable segment sells pressure-sensitive label materials, films, performance tapes and fasteners. Our Solutions Group reportable segment sells a wide variety of branding and information solutions-oriented products, such as tickets, tags, labels (including RFID inlays), as well as related equipment, services and supplies, that provide our customers with solutions to optimize branding and engagement with their consumers and enable item visibility and traceability. We recognize revenue for an amount that reflects the consideration which we expect from the sale of our products when we satisfy a performance obligation by transferring control of our products to a customer. We consider a number of factors in determining when we have transferred control to a customer, including the following: (i) our present right to payment; (ii) the customer’s legal title to the asset; (iii) physical possession of the asset; (iv) the customer’s significant risks and rewards of ownership of the asset; and (v) the customer’s acceptance of the asset. Generally, there are no substantive differences in revenue recognition considerations among our various products. Control generally transfers to a customer upon shipment or delivery, depending on the specific terms of sale with the customer.
Our payment terms with customers are generally consistent with those used in the industries and regions in which we operate.
We accept sales returns in certain limited circumstances. We record a liability for estimated returns and a corresponding reduction to sales in the amount we expect to repay or credit customers, which we base on historical returns and outstanding customer claims. We update our estimates each reporting period.
Sales rebates, discounts and other customer concessions represent variable consideration and are common in the industries and regions in which we operate, which we account for as a reduction to sales based on estimates at the time at which products are sold. We base these estimates on our historical experience, as well as current information such as sales forecasts. We regularly review our estimates and adjust the revenue recognized from sales as necessary as additional information becomes available.
We exclude sales tax, value-added tax and other taxes we collect from customers from sales. We account for shipping and handling activities after control of a product is transferred to a customer as fulfillment costs and not as separate performance obligations. As a practical expedient, we have elected not to disclose the value of unsatisfied performance obligations for contracts with an expected length of less than one year. We generally expense sales commissions when incurred because their expected amortization period is one year or less. We record these costs in “Marketing, general and administrative expense” in the Consolidated Statements of Income.
Research and Development
Research and Development
Research and development costs are related to research, design and testing of new products and applications, which we expense as incurred.
Long-Term Incentive Compensation
Long-Term Incentive Compensation
No long-term incentive compensation expense was capitalized in 2024, 2023 or 2022.
Valuation of Stock-Based Awards
We base our stock-based compensation expense on the fair value of awards, adjusted for estimated forfeitures, amortized on a straight-line basis over the requisite service period for stock options and restricted stock units (“RSUs”). We base compensation expense for performance units (“PUs”) on the fair value of awards, adjusted for estimated forfeitures, and amortized on a straight-line basis as these awards cliff-vest at the end of the requisite service period. We base compensation expense related to market-leveraged stock units (“MSUs”) on the fair value of awards, adjusted for estimated forfeitures, and amortized on a graded-vesting basis over their respective performance periods.
Compensation expense for awards with a market condition as a performance objective, which includes MSUs and a component of PUs, is not adjusted if the condition is not met, as long as the requisite service period is met.
We estimate the fair value of stock options as of the date of grant using the Black-Scholes option-pricing model. This model requires input assumptions for our expected dividend yield, expected stock price volatility, risk-free interest rate and expected option term.
We determine the fair value of RSUs and the component of PUs that is subject to the achievement of a performance objective using a financial performance condition based on the fair market value of our common stock as of the date of grant, adjusted for foregone dividends. Over the performance period of the PUs, the estimated number of shares of our common stock issuable upon vesting is adjusted upward or downward from the target shares at the time of grant based on the probability of the performance objectives established for the award being achieved.
We determine the fair value of stock-based awards that are subject to the achievement of performance objectives based on a market condition, which includes MSUs and the other component of PUs, using the Monte-Carlo simulation method, which utilizes multiple input variables, including expected stock price volatility and other assumptions appropriate for determining fair value, to estimate the probability of satisfying the performance objectives established for the award.
Certain of these assumptions are based on management’s estimates, in consultation with outside specialists. Significant changes in assumptions for future awards and actual forfeiture rates could materially impact stock-based compensation expense and our results of operations.
Valuation of Cash-Based Awards
Cash-based awards consist of long-term incentive units (“LTI Units”) granted to eligible employees. We classify LTI Units as liability awards and remeasure them at each quarter-end over the applicable vesting or performance period. In addition to LTI Units with terms and conditions that mirror those of RSUs, we also grant certain employees LTI Units with terms and conditions that mirror those of PUs and MSUs.
Forfeitures
We estimate expected forfeitures in determining the compensation cost to be recognized each period, rather than accounting for forfeitures as they occur. We record changes in estimated forfeiture rates as cumulative adjustments in the period estimates are revised.
Taxes Based on Income
Taxes Based on Income
Because we are subject to income tax in the U.S. and multiple foreign jurisdictions, judgment is required in evaluating and estimating our worldwide provision for income taxes, accruals for taxes, deferred taxes and tax positions. Our provision for income taxes is determined using the asset and liability approach in accordance with GAAP. Under this approach, deferred taxes represent the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities. We record a valuation allowance to reduce our deferred tax assets when uncertainty regarding their realizability exists. We recognize and measure our uncertain tax positions following the more-likely-than-not threshold for recognition and measurement for tax positions we take or expect to take on a tax return.
Supplier Finance Programs
Supplier Finance Programs
We have agreements with third-party financial institutions to facilitate payments to suppliers. These third-party financial institutions offer voluntary supply chain finance programs that enable certain of our suppliers, at the supplier’s sole discretion, to sell our payment obligations to a financial institution on terms directly negotiated with the financial institution. Participating suppliers decide which payment obligations are sold to the financial institution and we have no economic interest in a supplier’s decision to sell these payment obligations. We make payments to the financial institution on the invoice due date, regardless of whether an individual invoice is sold by the supplier to the financial institution. Our obligations to our suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers' decisions to sell amounts under these arrangements. Amounts due under our supply chain finance programs are included in accounts payable in our Consolidated Balance Sheets and activities related to these programs are presented as operating activities in our Consolidated Statements of Cash Flows.

v3.25.0.1
GOODWILL AND OTHER INTANGIBLES RESULTING FROM BUSINESS ACQUISITIONS (Tables)
12 Months Ended
Dec. 28, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Changes in Net Carrying Amount of Goodwill
Changes in the net carrying amount of goodwill for 2024 and 2023 by reportable segment are shown below.
(In millions)Materials GroupSolutions GroupTotal
Goodwill as of December 31, 2022
$618.7 $1,243.7 $1,862.4 
Acquisitions(1)
— 135.0 135.0 
Translation adjustments12.0 4.2 16.2 
Goodwill as of December 30, 2023
630.7 1,382.9 2,013.6 
Acquisition adjustments(2)
— (2.7)(2.7)
Translation adjustments(24.6)(10.1)(34.7)
Goodwill as of December 28, 2024
$606.1 $1,370.1 $1,976.2 
(1)Goodwill acquired related to the 2023 Acquisitions. We expect substantially all of the recognized goodwill related to the 2023 Acquisitions not to be deductible for income tax purposes.
(2)Measurement period adjustments related to the finalization of the purchase price allocation for our 2023 Acquisitions.
Schedule of the Amounts and Weighted Average Useful Lives of Finite-Lived Intangible Assets
The table below summarizes the amounts and weighted average useful lives of the intangible assets associated with the 2023 Acquisitions as of their respective acquisition dates.
Amount
(in millions)
Weighted average
amortization
period
(in years)
Customer relationships$68.8 11
Patented and other developed technology22.2 7
Trade names and trademarks3.0 6
Schedule of Finite-Lived Intangible Assets Resulting from Business Acquisitions
The table below sets forth our finite-lived intangible assets resulting from business acquisitions at December 28, 2024 and December 30, 2023, which continue to be amortized.
20242023
(In millions)Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Customer relationships$916.0 $438.5 $477.5 $922.5 $383.7 $538.8 
Patented and other developed technology275.2 156.8 118.4 278.3 130.2 148.1 
Trade names and trademarks17.1 12.8 4.3 17.4 11.7 5.7 
Other intangibles3.2 2.6 .6 3.2 2.0 1.2 
Total$1,211.5 $610.7 $600.8 $1,221.4 $527.6 $693.8 
Schedule of Estimated Amortization Expense for Finite Lived Intangible Assets Resulting From Business Acquisitions
We expect estimated amortization expense for finite-lived intangible assets resulting from business acquisitions for each of the next five fiscal years and thereafter to be as follows:
(In millions)Estimated
Amortization
Expense
2025$88.2 
202685.4 
202785.0 
202877.2 
202961.8 
2030 and thereafter
203.2 

v3.25.0.1
DEBT (Tables)
12 Months Ended
Dec. 28, 2024
Debt Disclosure [Abstract]  
Schedule of Long-Term Debt, Including its Respective Interest Rates, at Year-End
Our long-term debt, and related interest rates, at year-end 2024 and 2023 is shown below.
(In millions)20242023
Long-term debt
Medium-term notes:
Series 1995 due 2025
$30.0 $30.0 
Long-term notes:
Senior notes due 2024 at 0.85%
— 299.6 
Senior notes due 2025 at 1.25%(1)
521.1 552.6 
Senior notes due 2028 at 4.875%
497.4 496.7 
Senior notes due 2030 at 2.650%
496.7 496.1 
Senior notes due 2032 at 2.25%
495.7 495.1 
Senior notes due 2033 at 6.0%
149.3 149.2 
Senior notes due 2033 at 5.75%
395.8 395.3 
Senior notes due 2034 at 3.75%(1)
515.9 — 
Less amount classified as current(551.1)(299.6)
Total long-term debt(2)
$2,550.8 $2,615.0 
(1) These senior notes are euro-denominated. The senior notes due in 2025 and 2034 each have a face value of €500 million.
(2) Included unamortized debt issuance costs and debt discounts of $12.6 million and $7.9 million, respectively, as of year-end 2024 and $11.3 million and $7.4 million, respectively, as of year-end 2023.
Schedule of Maturities of Long Term Debt for each of the Next Five Fiscal Years and Thereafter
We expect maturities of our long-term debt for each of the next five fiscal years and thereafter to be as follows:
Year(In millions)
2025$551.2 
2026— 
2027— 
2028500.0 
2029— 
2030 and thereafter2,071.2 

v3.25.0.1
FINANCIAL INSTRUMENTS (Tables)
12 Months Ended
Dec. 28, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Offsetting Assets
The following table shows the fair value and balance sheet locations of other derivatives as of December 28, 2024 and December 30, 2023:
(In millions)Notional Amount
Other Current Assets
Other Non-Current Assets
Other Current Liabilities
Other Non-Current Liabilities
Type of Hedge
December 28, 2024
Derivatives designated as hedges:
Foreign currency forward contracts
$958.9 $.2 $— $36.7 $— Fair value
Cross-currency swap contracts
250.0 — 10.9 — — Cash flow
Commodity contracts2.9 .4 — .4 — Cash flow
Foreign currency forward contracts with collars
958.9 17.8 — .2 — Net investment
Total$18.4 $10.9 $37.3 $— 
Derivatives not designated as hedges:
Foreign currency exchange contracts$1,741.8 $11.9 $— $4.2 $— 
December 30, 2023
Derivatives designated as hedges:
Cross-currency swap contracts$250.0 $— $2.3 $— $— Cash flow
Commodity contracts5.8 — — 1.4 .2 Cash flow
Total$— $2.3 $1.4 $.2 
Derivatives not designated as hedges:
Foreign currency exchange contracts
$1,336.6 $6.3 $— $6.0 $— 
Schedule of Offsetting Liabilities
The following table shows the fair value and balance sheet locations of other derivatives as of December 28, 2024 and December 30, 2023:
(In millions)Notional Amount
Other Current Assets
Other Non-Current Assets
Other Current Liabilities
Other Non-Current Liabilities
Type of Hedge
December 28, 2024
Derivatives designated as hedges:
Foreign currency forward contracts
$958.9 $.2 $— $36.7 $— Fair value
Cross-currency swap contracts
250.0 — 10.9 — — Cash flow
Commodity contracts2.9 .4 — .4 — Cash flow
Foreign currency forward contracts with collars
958.9 17.8 — .2 — Net investment
Total$18.4 $10.9 $37.3 $— 
Derivatives not designated as hedges:
Foreign currency exchange contracts$1,741.8 $11.9 $— $4.2 $— 
December 30, 2023
Derivatives designated as hedges:
Cross-currency swap contracts$250.0 $— $2.3 $— $— Cash flow
Commodity contracts5.8 — — 1.4 .2 Cash flow
Total$— $2.3 $1.4 $.2 
Derivatives not designated as hedges:
Foreign currency exchange contracts
$1,336.6 $6.3 $— $6.0 $— 
Derivative Instruments, Gain (Loss)
The following tables show the components of the net gains (losses) recognized in income related to derivative instruments:
(In millions)202420232022
Gain (loss) on derivatives designated as fair value hedges:
Foreign currency forward contracts - Marketing, general and administrative expense
$(36.4)$— $— 
Schedule of Components of the Net Gains (Losses) Recognized in Income Related to Derivative Instruments
The following table shows the components of the net gains (losses) recognized in income related to the derivative instruments not designated as hedges:
(In millions)
Statements of Income Location
202420232022
Foreign currency exchange contracts
Cost of products sold$3.2 $3.4 $5.6 
Foreign currency exchange contracts
Marketing, general and administrative expense(15.2)5.5 (4.3)
$(12.0)$8.9 $1.3 

v3.25.0.1
PENSION AND OTHER POSTRETIREMENT BENEFITS (Tables)
12 Months Ended
Dec. 28, 2024
Retirement Benefits [Abstract]  
Schedule Plan Assets at Fair Value
The following table sets forth, by level within the fair value hierarchy (as applicable), non-U.S. plan assets at fair value:
Fair Value Measurements Using
(In millions)TotalQuoted
Prices
in Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Other
Unobservable
Inputs
(Level 3)
2024
Cash$2.1 $2.1 $— $— 
Insurance contracts39.0 — — 39.0 
Pooled funds – real estate investment trusts5.3 — — 5.3 
Pooled funds – fixed income securities(1)
381.0 
Pooled funds – equity securities(1)
174.2 
Pooled funds – other investments(1)
57.9 
Total non-U.S. plan assets at fair value
$659.5 
2023 
Cash$1.3 $1.3 $— $— 
Insurance contracts42.6 — — 42.6 
Pooled funds – real estate investment trusts6.4 — — 6.4 
Pooled funds – fixed income securities(1)
389.8 
Pooled funds – equity securities(1)
169.4 
Pooled funds – other investments(1)
53.7 
Total non-U.S. plan assets at fair value
$663.2 
(1) Pooled funds that are measured at fair value using the NAV per unit (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table reconcile to total non-U.S. plan assets.
Schedule of Reconciliation of Level 3 Assets
The following table presents a reconciliation of Level 3 non-U.S. plan asset activity during 2024 and 2023:
Level 3 Assets
(In millions)Insurance ContractsPooled Funds –
Real Estate
Investment Trusts
Total
Balance at December 31, 2022
$37.1 $8.3 $45.4 
Net realized and unrealized gain (loss)1.3 (2.3)(1.0)
Purchases3.5 — 3.5 
Settlements(2.8)— (2.8)
Acquisition
1.1 — 1.1 
Impact of changes in foreign currency exchange rates2.4 .4 2.8 
Balance at December 30, 2023
42.6 6.4 49.0 
Net realized and unrealized gain (loss)1.1 (1.0).1 
Purchases3.7 — 3.7 
Settlements(5.8)— (5.8)
Impact of changes in foreign currency exchange rates(2.6)(.1)(2.7)
Balance at December 28, 2024
$39.0 $5.3 $44.3 
Schedule of Reconciliation of Projected Benefit Obligations
The following table provides a reconciliation of benefit obligations, plan assets, funded status of the plans and accumulated other comprehensive loss for our defined benefit plans:
Plan Benefit Obligations
Pension Benefits
20242023
(In millions)U.S.
Non-U.S.
U.S.
Non-U.S.
Change in projected benefit obligations
Projected benefit obligations at beginning of year$49.3 $679.9 $51.8 $586.9 
Service cost— 13.8 — 10.5 
Interest cost2.2 24.1 2.4 24.7 
Participant contributions
— 4.7 — 4.5 
Amendments— 5.1 — (.1)
Actuarial (gain) loss(.5)2.8 1.4 51.3 
Acquisition
— — — 1.2 
Benefits paid(6.4)(24.5)(6.3)(25.3)
Settlements— (6.0)— (.6)
Foreign currency translation— (35.5)— 26.8 
Projected benefit obligations at end of year$44.6 $664.4 $49.3 $679.9 
Accumulated benefit obligations at end of year$44.6 $608.0 $49.3 $628.7 
Schedule of Reconciliation of Plan Assets
Pension Benefits
20242023
(In millions)U.S.
Non-U.S.
U.S.Non-U.S.
Change in plan assets
Plan assets at beginning of year$— $663.2 $— $585.3 
Actual return on plan assets— 41.6 — 54.6 
Acquisition
— — — 1.1 
Employer contributions6.4 15.5 6.3 17.2 
Participant contributions— 4.7 — 4.5 
Benefits paid(6.4)(24.5)(6.3)(25.3)
Settlements— (6.0)— (.6)
Foreign currency translation— (35.0)— 26.4 
Plan assets at end of year$— $659.5 $— $663.2 
Schedule of Funded Status of Plans
Pension Benefits
20242023
(In millions)U.S.
Non-U.S.
U.S.
Non-U.S.
Funded status of the plans
Other assets$— $84.7 $— $67.8 
Other accrued liabilities(6.1)(3.2)(6.1)(.2)
Long-term retirement benefits and other liabilities(1)
(38.5)(86.4)(43.2)(84.3)
Plan assets less than benefit obligations$(44.6)$(4.9)$(49.3)$(16.7)
(1) In accordance with our funding strategy, we have the option to fund certain of our U.S. liabilities with proceeds from our company-owned life insurance policies.
Schedule of Weighted-Average Assumptions Used to Determine Year-End Benefit Obligations
Pension Benefits
20242023
U.S.
Non-U.S.
U.S.
Non-U.S.
Weighted average assumptions used to determine year-end benefit obligations
Discount rate5.43 %3.95 %4.86 %3.78 %
Compensation rate increase— 2.80 — 2.73 
Schedule of Pre-Tax Amounts, Recognized in Accumulated Other Comprehensive Loss
The following table shows the pre-tax amounts recognized in “Accumulated other comprehensive loss” in the Consolidated Balance Sheets:
Pension Benefits
20242023
(In millions)U.S.
Non-U.S.
U.S.
Non-U.S.
Net actuarial loss$8.9 $69.4 $9.6 $73.2 
Prior service (credit) cost— 2.3 — (3.4)
Net amount recognized in accumulated other comprehensive loss$8.9 $71.7 $9.6 $69.8 
Schedule of Pre-Tax Amounts, Recognized in Other comprehensive loss (income)
The following table shows the pre-tax amounts recognized in “Other comprehensive loss (income)”:
Pension Benefits
202420232022
(In millions)U.S.
Non-U.S.
U.S.
Non-U.S.
U.S.
Non-U.S.
Net actuarial (gain) loss$(.2)$(3.4)$.9 $32.6 $(5.6)$(.8)
Prior service credit— 5.1 — (.1)— — 
Amortization of unrecognized:
Net actuarial (gain) loss
(.5)(.4)(.4)2.1 (.8)(2.5)
Prior service credit (cost)— .5 — .4 — .4 
Settlements— .1 — .1 (.1).1 
Net amount recognized in other comprehensive loss (income)$(.7)$1.9 $.5 $35.1 $(6.5)$(2.8)
Schedule of Components of Net Periodic Benefit Cost (credit)
The following table shows the components of net periodic benefit cost:
Pension Benefits
202420232022
(In millions)U.S.
Non-U.S.
U.S.
Non-U.S.
U.S.
Non-U.S.
Service cost$— $13.8 $— $10.5 $— $16.5 
Interest cost2.2 24.1 2.4 24.7 1.2 10.8 
Actuarial (gain) loss(.2)— .5 — (3.5)— 
Expected return on plan assets— (37.4)— (33.2)— (21.9)
Amortization of actuarial loss.5 .4 .4 (2.1).8 2.5 
Amortization of prior service (credit) cost— (.5)— (.4)— (.4)
Recognized loss (gain) on settlements
— (.1)— (.1).1 (.1)
Net periodic benefit cost (credit)$2.5 $.3 $3.3 $(.6)$(1.4)$7.4 
Schedule of Weighted-Average Assumptions Used to Determine Net Periodic Cost
The following table shows the weighted average assumptions used to determine net periodic cost:
Pension Benefits
202420232022
U.S.
Non-U.S.
U.S.
Non-U.S.
U.S.
Non-U.S.
Discount rate4.86 %3.78 %5.06 %4.36 %2.19 %1.57 %
Expected return on assets— 5.04 — 4.71 — 3.00 
Compensation rate increase— 2.73 — 2.75 — 2.33 
Schedule of Defined Benefit Plan Contributions The following table sets forth our expected contributions in 2025:
(In millions)
U.S. pension plans$6.2 
Non-U.S. pension plans
17.5 
Schedule of Anticipated Future Benefit Payments
The future benefit payments shown below reflect the expected service periods for eligible participants.
Pension
Benefits
(In millions)U.S.
Non-U.S.
2025$6.2 $23.5 
20265.7 29.3 
20275.5 27.3 
20285.0 26.6 
20294.7 26.6 
2030-203417.0 152.5 

v3.25.0.1
COMMITMENTS AND LEASES (Tables)
12 Months Ended
Dec. 28, 2024
Leases [Abstract]  
Schedule of Supplemental Cost Information Related to Leases
Supplemental cost information related to leases is shown below.
(In millions)202420232022
Operating lease costs$75.1 $73.6 $70.8 
Schedule of Supplemental Balance Sheet Information Related to Leases
Supplemental balance sheet information related to leases is shown below.
(In millions)Balance Sheet Location20242023
Assets
OperatingOther assets$227.5 $200.2 
Finance(1)
Property, plant and equipment, net32.5 29.6 
Total leased assets$260.0 $229.8 
Liabilities
Current:
OperatingOther current liabilities$49.6 $45.4 
FinanceShort-term borrowings and current portion of long-term debt and finance leases4.3 6.3 
Non-current:
OperatingLong-term retirement benefits and other liabilities176.1 152.3 
FinanceLong-term debt and finance leases9.1 7.0 
Total lease liabilities$239.1 $211.0 
(1) Finance lease assets are net of accumulated amortization of $18.7 million and $14.6 million as of December 28, 2024 and December 30, 2023, respectively.
Schedule of Supplemental Cash Flow Information Related to Leases
Supplemental cash flow information related to leases is shown below.
(In millions)202420232022
Cash paid for amounts included in measurement of operating lease liabilities
$61.0 $55.8 $60.5 
Operating lease assets obtained in exchange for operating lease liabilities93.0 92.4 37.2 
Schedule of Weighted Average Remaining Lease Term and Discount Rate Information
Weighted average remaining lease term and discount rate information related to leases as of December 28, 2024 and December 30, 2023 is shown below.
20242023
Weighted average remaining lease term (in years):
Operating6.77.1
Finance3.63.1
Weighted average discount rate (percentage):
Operating4.6 %4.1 %
Finance4.7 4.2 
Schedule of Operating Lease Liabilities by Maturity Date
Operating and finance lease liabilities by maturity date from December 28, 2024 are shown below.
(In millions)Operating LeasesFinance Leases
2025$55.6 $5.3 
202647.8 3.6 
202737.0 2.8 
202826.3 1.8 
202921.8 .9 
2030 and thereafter72.5 .5 
Total lease payments261.0 14.9 
Less: imputed interest(35.3)(1.6)
Present value of lease liabilities$225.7 $13.3 
Schedule of Finance Lease Liabilities by Maturity Date
Operating and finance lease liabilities by maturity date from December 28, 2024 are shown below.
(In millions)Operating LeasesFinance Leases
2025$55.6 $5.3 
202647.8 3.6 
202737.0 2.8 
202826.3 1.8 
202921.8 .9 
2030 and thereafter72.5 .5 
Total lease payments261.0 14.9 
Less: imputed interest(35.3)(1.6)
Present value of lease liabilities$225.7 $13.3 

v3.25.0.1
CONTINGENCIES (Tables)
12 Months Ended
Dec. 28, 2024
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Activity Related to Environmental Liabilities
The activity related to our environmental liabilities in 2024 and 2023 is shown below:
(In millions)20242023
Balance at beginning of year$24.5 $24.3 
Charges, net of reversals1.9 2.5 
Payments(13.4)(2.3)
Balance at end of year$13.0 $24.5 

v3.25.0.1
FAIR VALUE MEASUREMENTS (Tables)
12 Months Ended
Dec. 28, 2024
Fair Value Disclosures [Abstract]  
Schedule of Assets and Liabilities Carried at Fair Value
Assets and liabilities carried at fair value, measured on a recurring basis, as of December 28, 2024, were as follows:
Fair Value Measurements Using
(In millions)TotalQuoted
Prices in
Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Other
Unobservable
Inputs
(Level 3)
Assets
Investments$48.0 $24.2 $23.8 $— 
Derivative assets41.2 .4 40.8 — 
Bank drafts5.2 5.2 — — 
Liabilities
Derivative liabilities$41.5 $.4 $41.1 $— 
Contingent consideration liabilities4.8 — — 4.8 
Assets and liabilities carried at fair value, measured on a recurring basis, as of December 30, 2023 were as follows:
Fair Value Measurements Using
(In millions)TotalQuoted
Prices in
Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Other
Unobservable
Inputs
(Level 3)
Assets
Investments$37.8 $19.6 $18.2 $— 
Derivative assets8.6 — 8.6 — 
Bank drafts5.3 5.3 — — 
Liabilities
Derivative liabilities$7.6 $1.6 $6.0 $— 
Contingent consideration liabilities10.0 — — 10.0 

v3.25.0.1
NET INCOME PER COMMON SHARE (Tables)
12 Months Ended
Dec. 28, 2024
Earnings Per Share [Abstract]  
Schedule of Net Income Per Common Share
Net income per common share was computed as follows:
(In millions, except per share amounts)202420232022
(A) Net income$704.9 $503.0 $757.1 
(B) Weighted average number of common shares outstanding80.4 80.7 81.6 
Dilutive shares (additional common shares issuable under stock-based awards).3 .4 .6 
(C) Weighted average number of common shares outstanding, assuming dilution80.7 81.1 82.2 
Net income per common share (A) ÷ (B)$8.77 $6.23 $9.28 
Net income per common share, assuming dilution (A) ÷ (C)$8.73 $6.20 $9.21 

v3.25.0.1
SUPPLEMENTAL EQUITY AND COMPREHENSIVE INCOME INFORMATION (Tables)
12 Months Ended
Dec. 28, 2024
Stockholders' Equity Note [Abstract]  
Schedule of Changes in Accumulated Other Comprehensive Loss
The changes in “Accumulated other comprehensive loss” (net of tax) for 2024 and 2023 were as follows:
(In millions)
Foreign
Currency
Translation(1)
Pension and
Other
Postretirement
Benefits
Cash Flow
Hedges
Fair Value Hedges
Total
Balance as of December 31, 2022$(314.0)$(51.3)$1.3 $— $(364.0)
Other comprehensive income (loss) before reclassifications, net of tax(14.6)(25.2)(7.0)— (46.8)
Reclassifications to net income, net of tax— (1.0)3.7 — 2.7 
Net current-period other comprehensive income (loss), net of tax(14.6)(26.2)(3.3)— (44.1)
Balance as of December 30, 2023$(328.6)$(77.5)$(2.0)$— $(408.1)
Other comprehensive income (loss) before reclassifications, net of tax(46.9)(1.3)(5.4)2.0 (51.6)
Reclassifications to net income, net of tax— .8 2.8 — 3.6 
Net current-period other comprehensive income (loss), net of tax(46.9)(.5)(2.6)2.0 (48.0)
Balance as of December 28, 2024$(375.5)$(78.0)$(4.6)$2.0 $(456.1)
(1) The 2024 changes in foreign currency translation included a pretax gain related to the foreign currency forward contracts and zero-cost collars accounted for as net investment hedges. Refer to Note 5, "Financial Instruments," to the Consolidated Financial Statements for more information.
The following table sets forth the income tax expense (benefit) allocated to each component of other comprehensive income (loss):
(In millions)202420232022
Foreign currency translation:
Translation gain (loss)
$.1 $1.2 $(7.0)
Pension and other postretirement benefits:
Net gain (loss) recognized from actuarial gain/loss and prior service cost/credit(.6)(8.2).5 
Reclassifications to net income.4 (.3)1.1 
Cash flow hedges:
Gain (loss) recognized on cash flow hedges(1.7)(2.2)1.6 
Reclassifications to net income.9 1.2 .4 
Fair value hedges:
Changes in excluded components of fair value hedges.6 — — 
Income tax expense (benefit) allocated to components of other comprehensive income (loss)
$(.3)$(8.3)$(3.4)

v3.25.0.1
LONG-TERM INCENTIVE COMPENSATION (Tables)
12 Months Ended
Dec. 28, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of Stock-Based Compensation Expense and the Related Recognized Tax Benefit
Stock-based compensation expense and the related recognized tax benefit were as follows:
(In millions)202420232022
Stock-based compensation expense$28.7 $22.3 $47.4 
Tax benefit2.6 2.4 6.7 
Schedule of Information Related to Stock Options
The following table summarizes information related to stock options:
Number of
options
(in thousands)
Weighted average
exercise price
Weighted average
remaining
contractual life
(in years)
Aggregate
intrinsic value
(in millions)
Outstanding at December 30, 2023204.1 $109.92 4.36$18.7 
Exercised(141.1)73.96 
Outstanding at December 28, 202463.0 $190.54 8.68$— 
Options vested and expected to vest at December 28, 202454.8 190.54 8.68— 
Options exercisable at December 28, 2024— $— $— 
Schedule of Information Related to Awarded PUs
The following table summarizes information related to awarded PUs:
Number of
 PUs
(in thousands)
Weighted
 average
grant-date
 fair value
Unvested at December 30, 2023300.7 $174.54 
Granted at target68.3 224.82 
Adjustment for above-target performance(1)
37.7 197.75 
Vested(104.2)197.75 
Forfeited/cancelled(10.4)184.82 
Unvested at December 28, 2024292.1 $181.94 
(1) Reflects adjustments for above-target performance for the 2021-2023 PUs.
Schedule of Information Related to Awarded MSUs
The following table summarizes information related to awarded MSUs:
Number of
MSUs
(in thousands)
Weighted
average
grant-
date fair
value
Unvested at December 30, 2023195.5 $167.16 
Granted at target55.2 259.75 
Adjustments for above-target performance(1)
20.6 129.76 
Vested(99.2)147.25 
Forfeited/cancelled(8.4)198.29 
Unvested at December 28, 2024163.7 $202.83 
(1) Reflects adjustments for above-target performance for each of the tranches of MSUs vesting in 2024.
Schedule of Information Related to Awarded RSUs
The following table summarizes information related to awarded RSUs:
Number of
RSUs
(in thousands)
Weighted
average
grant-date
fair value
Unvested at December 30, 202366.5 $171.68 
Granted53.7 210.74 
Vested(18.4)175.42 
Forfeited/cancelled(6.9)196.80 
Unvested at December 28, 202494.9 $191.22 

v3.25.0.1
COST REDUCTION ACTIONS (Tables)
12 Months Ended
Dec. 28, 2024
Restructuring and Related Activities [Abstract]  
Schedule of Restructuring Charges and Payments
During 2024, restructuring charges and payments were as follows:
(In millions)Accrual at
December 30,
2023
Charges,
Net of
Reversals
Cash
Payments
Non-cash
Impairment
Foreign
Currency
Translation
Accrual at
December 28,
2024
2025 Actions
Severance and related costs$— $10.0 $— $— $— $10.0 
Asset impairment charges— 3.1 — (3.1)— — 
2023 Actions
Severance and related costs27.7 25.4 (43.3)— (.6)9.2 
Asset impairment charges— 3.0 — (3.0)— — 
Lease cancellation costs— .4 (.6)— — (.2)
Total$27.7 $41.9 $(43.9)$(6.1)$(.6)$19.0 
During 2023, restructuring charges and payments were as follows:
(In millions)Accrual at
December 31,
2022
Charges,
Net of
Reversals
Cash
Payments
Non-cash
Impairment
Foreign
Currency
Translation
Accrual at
December 30,
2023
2023 Actions
Severance and related costs$— $72.1 $(45.1)$— $.7 $27.7 
Asset impairment charges— 8.3 — (8.3)— — 
2019/2020 Actions
Severance and related costs5.1 (1.0)(4.1)— — — 
Total$5.1 $79.4 $(49.2)$(8.3)$.7 $27.7 
Schedule of Restructuring Charges Incurred by Reportable Segment and Corporate
The table below shows the total amount of restructuring charges incurred by reportable segment and Corporate.
(In millions)202420232022
Restructuring charges by reportable segment and Corporate
Materials Group$5.7 $52.4 $(1.0)
Solutions Group35.8 23.2 7.9 
Corporate.4 3.8 .8 
Total$41.9 $79.4 $7.7 

v3.25.0.1
TAXES BASED ON INCOME (Tables)
12 Months Ended
Dec. 28, 2024
Income Tax Disclosure [Abstract]  
Schedule of Taxes Based on Income
Taxes based on income were as follows:
(In millions)2024
2023
2022
Current:
U.S. federal tax$36.0 $42.5 $29.4 
State taxes10.6 9.0 8.8 
Foreign taxes
214.9 160.8 177.7 
261.5 212.3 215.9 
Deferred:
U.S. federal tax(8.7)(29.0)5.8 
State taxes(3.3)(3.5).9 
Foreign taxes
(.9)11.9 19.6 
(12.9)(20.6)26.3 
Provision for income taxes$248.6 $191.7 $242.2 
Schedule of the Principal Items Accounting for the Difference Between Taxes Computed at the U.S. Federal Statutory Rate
The principal items accounting for the difference between taxes computed at the U.S. federal statutory rate and taxes recorded were as follows:
(In millions)202420232022
Tax provision computed at U.S. federal statutory rate(1)
$200.2 $145.9 $209.9 
Increase (decrease) in taxes resulting from:
State taxes, net of federal tax benefit2.7 2.6 11.8 
Foreign earnings taxed at different rates(1)
49.5 50.4 51.7 
GILTI high-tax exclusion election, net(2)
(6.2)(10.0)(11.9)
Valuation allowance15.9 2.6 (5.0)
U.S. federal research and development tax credits(7.7)(8.3)(6.5)
Tax contingencies and audit settlements1.9 11.9 (4.3)
Other items, net(7.7)(3.4)(3.5)
Provision for income taxes$248.6 $191.7 $242.2 
(1) All years included certain U.S. international tax provisions and foreign earnings taxed in the U.S., net of credits.
(2) In 2024, we recognized $6.2 million from our current year GILTI exclusion election. In 2023, we recognized $4.4 million from our 2023 GILTI exclusion election and $5.6 million related to the election made on our 2022 U.S. federal tax return. In 2022, we recognized $11.9 million of benefit related to a GILTI exclusion election made on our 2021 U.S. federal tax return.
Schedule of Income Before Taxes from the U.S. and International Operations
Income before taxes from our U.S. and foreign operations was as follows:
(In millions)202420232022
U.S.$211.4 $187.2 $232.4 
Foreign
742.1 507.5 766.9 
Income before taxes$953.5 $694.7 $999.3 
Schedule of Components of the Temporary Differences The primary components of the temporary differences that gave rise to our deferred tax assets and liabilities were as follows:
(In millions)20242023
Accrued expenses not currently deductible$29.8 $44.5 
Net operating loss carryforwards137.9 138.9 
Tax credit carryforwards14.8 9.0 
Capitalized research expenses81.7 59.9 
Stock-based compensation8.8 10.9 
Pension and other postretirement benefits31.1 34.2 
Inventory reserve19.2 16.4 
Lease liabilities44.7 43.3 
Other assets31.6 27.9 
Valuation allowance(72.7)(62.0)
Total deferred tax assets(1)
326.9 323.0 
Depreciation and amortization(306.0)(317.2)
Repatriation accrual(24.2)(24.5)
Foreign operating loss recapture(3.1)(3.4)
Lease assets(44.3)(43.4)
Total deferred tax liabilities(1)
(377.6)(388.5)
Total net deferred tax assets (liabilities)$(50.7)$(65.5)
(1) Reflect gross amounts before jurisdictional netting of deferred tax assets and liabilities.
Schedule of Tax Credit and Net Operating Loss Carryforwards If unused, foreign net operating losses and tax credit carryforwards will expire as follows:
(In millions)
Net Operating Losses(1)
Tax Credits
Year of Expiry
2025$2.6 $.2 
20262.3 .2 
20273.1 .4 
20286.6 .8 
202928.5 .4 
2030-204423.6 11.7 
Indefinite life/no expiry399.4 1.1 
Total$466.1 $14.8 
(1) Net operating losses are presented before tax effects and valuation allowance.
Schedule of Unrecognized Tax Benefits Roll Forward
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is set forth below.
(In millions)20242023
Balance at beginning of year$88.0 $69.5 
Additions for tax positions of current year11.4 15.4 
Additions (reductions) for tax positions of prior years, net(7.2)8.0 
Settlements with tax authorities(4.6)(1.8)
Expirations of statutes of limitations(3.7)(3.9)
Changes due to translation of foreign currencies(2.8).8 
Balance at end of year$81.1 $88.0 

v3.25.0.1
SEGMENT AND DISAGGREGATED REVENUE INFORMATION (Tables)
12 Months Ended
Dec. 28, 2024
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment Revenue from our Materials Group reportable segment is attributed to geographic areas based on the location from which products are shipped. Revenue from our Solutions Group reportable segment is shown by product group.
(In millions)202420232022
Net sales to unaffiliated customers
Materials Group:
U.S.$1,715.6 $1,687.8 $1,892.1 
Europe, the Middle East and North Africa
2,091.0 2,007.1 2,396.2 
Asia1,388.0 1,315.2 1,390.3 
Latin America489.7 474.2 470.1 
Other
328.7 327.0 346.4 
Total Materials Group6,013.0 5,811.3 6,495.1 
Solutions Group:
Apparel and other
1,875.5 1,661.4 1,851.2 
Identification Solutions and Vestcom867.2 891.6 693.0 
Total Solutions Group2,742.7 2,553.0 2,544.2 
Net sales to unaffiliated customers$8,755.7 $8,364.3 $9,039.3 
Additional financial information by reportable segment is shown below.
Intersegment sales are recorded at or near market prices and are eliminated in determining consolidated net sales. We do not disclose total assets by reportable segment since we neither generate nor review that information internally. As our reporting structure is neither organized nor reviewed internally by country, results by individual country are not provided.
(In millions)202420232022
Intersegment sales
Materials Group
$162.8 $157.1 $137.1 
Solutions Group52.3 35.5 37.4 
Intersegment sales$215.1 $192.6 $174.5 
Capital expenditures(1)(2)
Materials Group
$96.3 $117.8 $153.5 
Solutions Group120.8 148.7 144.0 
Capital expenditures$217.1 $266.5 $297.5 
Depreciation and amortization expense(1)
Materials Group
$130.9 $127.8 $135.8 
Solutions Group181.3 170.6 154.9 
Depreciation and amortization expense$312.2 $298.4 $290.7 
(1) Corporate capital expenditures and depreciation and amortization expense are allocated to the reportable segments based on their percentage of consolidated net sales.
(2) Capital expenditures for property, plant and equipment included accruals.
Other expense (income), net by type were as follows:
(In millions)202420232022
Other expense (income), net by type
Restructuring charges, net of reversals:
Severance and related costs, net of reversals
$35.4 $70.8 $7.6 
Asset impairment and lease cancellation charges
6.5 8.6 .1 
Other items:
Losses from Argentine peso remeasurement and Blue Chip Swap transactions16.4 29.9 — 
(Gain) loss on venture investments
19.2 1.5 (13.5)
Outcomes of legal matters and settlements, net(1)
(6.2)64.3 6.3 
Transaction and related costs.3 5.3 .3 
(Gain) loss on sales of assets
— .5 (1.4)
Other expense (income), net$71.6 $180.9 $(.6)
(1) Amount for 2023 included an additional contingent liability related to the Adasa litigation in the amount of $56.3 million. Refer to Note 8, “Contingencies” for more information.
Schedule of Revenue from External Customers by Products
Revenue from our Materials Group reportable segment by product group is shown below.
(In millions)202420232022
Net sales to unaffiliated customers
Materials Group:
 Labels, graphics and reflectives $5,266.0 $5,076.8 $5,725.7 
 Tapes and adhesives 676.0 665.3 696.3 
 Other 71.0 69.2 73.1 
Total Materials Group$6,013.0 $5,811.3 $6,495.1 
Schedule of Disaggregation of Revenue
Our total company revenue by geographic area is shown below. Revenue is attributed to geographic areas based on the location from which products are shipped.
(In millions)202420232022
Net sales to unaffiliated customers
U.S.$2,613.4 $2,578.3 $2,565.9 
Europe, the Middle East and North Africa
2,418.6 2,306.7 2,683.6 
Asia2,763.1 2,545.2 2,817.2 
Latin America599.8 582.3 605.7 
Other
360.8 351.8 366.9 
Net sales to unaffiliated customers$8,755.7 $8,364.3 $9,039.3 
Reconciliation of Operating Profit (Loss) from Segments to Consolidated Segment results and reconciliation to income before taxes are presented below.
(In millions)202420232022
Materials Group
Net sales to unaffiliated customers
$6,013.0 $5,811.3 $6,495.1 
Segment expense(1)
5,088.3 5,022.1 5,649.2 
Segment adjusted operating income$924.7 $789.2 $845.9 
Solutions Group
Net sales to unaffiliated customers
$2,742.7 $2,553.0 $2,544.2 
Segment expense(1)
2,453.4 2,301.0 2,234.1 
Segment adjusted operating income$289.3 $252.0 $310.1 
(1) Segment expense included cost of sales and marketing, general and administrative expense and excluded other expense (income), net, and other items.
(In millions)202420232022
Segment adjusted operating income
Materials Group
$924.7 $789.2 $845.9 
Solutions Group289.3 252.0 310.1 
Total1,214.0 1,041.2 1,156.0 
Corporate expense(91.9)(77.4)(82.6)
Other expense (income), net and other items(78.3)(180.9).6 
Interest expense(117.0)(119.0)(84.1)
Other non-operating expense (income), net26.7 30.8 9.4 
Income before taxes$953.5 $694.7 $999.3 
Schedule of Long-lived Assets by Geographical Area
Long-lived assets (including property, plant and equipment, net, and operating lease assets) in our U.S. and non-U.S. operations were as follows:
(In millions)20242023
Long-lived assets
U.S.$642.7 $662.8 
Non-U.S.
1,171.5 1,163.2 
Long-lived assets
$1,814.2 $1,826.0 

v3.25.0.1
SUPPLEMENTAL FINANCIAL INFORMATION (Tables)
12 Months Ended
Dec. 28, 2024
Supplemental Financial Information  
Schedule of Inventories
Inventories at year-end were as follows:
(In millions)20242023
Raw materials$435.0 $415.4 
Work-in-progress224.9 238.2 
Finished goods318.2 267.1 
Inventories$978.1 $920.7 
Schedule of Property, Plant and Equipment
Major classes of property, plant and equipment, stated at cost, at year-end were as follows:
(In millions)20242023
Land$35.1 $35.9 
Buildings and improvements852.3 817.9 
Machinery and equipment2,903.4 2,799.5 
Construction-in-progress202.7 317.1 
Property, plant and equipment3,993.5 3,970.4 
Accumulated depreciation(2,406.8)(2,344.6)
Property, plant and equipment, net$1,586.7 $1,625.8 
Schedule of Capitalized Software Costs
Capitalized software costs at year-end were as follows:
(In millions)20242023
Cost$360.0 $362.4 
Accumulated amortization(249.3)(257.9)
Software, net$110.7 $104.5 
Schedule of Hosting Arrangement, Service Contract, Implementation Cost
Capitalized implementation costs at year-end were as follows:
(In millions)20242023
Cost$97.1 $59.8 
Accumulated amortization(17.9)(9.4)
Capitalized implementation costs, net
$79.2 $50.4 
Schedule of Allowance for Credit Losses
The activity related to our allowance for credit losses was as follows:
(In millions)20242023
Balance at beginning of year$34.4 $34.4 
Provision for credit losses
4.6 4.4 
Amounts written off(8.9)(6.3)
Other, including foreign currency translation(1.1)1.9 
Balance at end of year$29.0 $34.4 
Schedule of Research and Development Expense
Research and development expense, which was included in “Marketing, general and administrative expense” in the Consolidated Statements of Income, was as follows:
(In millions)202420232022
Research and development expense$137.8 $135.8 $136.1 
Schedule of Cash Paid for Interest and Income taxes
Cash paid for interest and income taxes was as follows:
(In millions)202420232022
Interest$111.8 $109.9 $80.9 
Income taxes, net of refunds226.8 234.9 204.8 
Schedule of Balance Sheet Locations of Deferred Revenue
The following table shows the amounts and balance sheet locations of deferred revenue as of December 28, 2024 and December 30, 2023:
(In millions)December 28, 2024December 30, 2023
Other current liabilities$15.5 $18.1 
Long-term retirement benefits and other liabilities1.2 1.3 
Total deferred revenue$16.7 $19.4 
Schedule of Supplier Finance Program
The activity related to our supplier finance programs was as follows:
(In millions)2024
Balance at beginning of year$397.4 
Invoices confirmed during the year
1,339.3 
Invoices paid during the year
(1,328.9)
Other, including foreign currency translation(23.2)
Balance at end of year$384.6 

v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Summary Of Significant Accounting Policies [Line Items]      
Stock-based compensation expense capitalized $ 0 $ 0 $ 0
Foreign Exchange And Commodity Transactions      
Summary Of Significant Accounting Policies [Line Items]      
Maximum length of time for which exposure is hedged to the variability in future cash flows 36 months    
Currency Swap      
Summary Of Significant Accounting Policies [Line Items]      
Maximum length of time for which exposure is hedged to the variability in future cash flows 10 years 10 years 10 years
Minimum      
Summary Of Significant Accounting Policies [Line Items]      
Software estimated useful lives (in years) 5 years    
Cloud computing arrangements, useful life including renewal periods 5 years    
Minimum | Buildings and improvements      
Summary Of Significant Accounting Policies [Line Items]      
Property and equipment estimated useful lives (in years) 10 years    
Minimum | Machinery and equipment      
Summary Of Significant Accounting Policies [Line Items]      
Property and equipment estimated useful lives (in years) 3 years    
Maximum      
Summary Of Significant Accounting Policies [Line Items]      
Software estimated useful lives (in years) 10 years    
Cloud computing arrangements, useful life including renewal periods 10 years    
Maximum | Buildings and improvements      
Summary Of Significant Accounting Policies [Line Items]      
Property and equipment estimated useful lives (in years) 45 years    
Maximum | Machinery and equipment      
Summary Of Significant Accounting Policies [Line Items]      
Property and equipment estimated useful lives (in years) 15 years    

v3.25.0.1
BUSINESS ACQUISITIONS (Details) - USD ($)
$ in Millions
1 Months Ended 9 Months Ended
Jan. 31, 2022
Nov. 23, 2023
2023 Business Acquisitions    
Acquisitions [Line Items]    
Purchase consideration   $ 231
Business combination contingent consideration maximum amount   $ 5
2022 Business Acquisitions    
Acquisitions [Line Items]    
Purchase consideration $ 35  
Business combination contingent consideration maximum amount $ 30  

v3.25.0.1
GOODWILL AND OTHER INTANGIBLES RESULTING FROM BUSINESS ACQUISITIONS - Narrative (Details) - USD ($)
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Indefinite-Lived Intangible Assets [Line Items]      
Goodwill, impairment $ 0    
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract]      
Impairment of indefinite-lived intangible assets 0    
Indefinite-lived intangible assets, carrying value 154,500,000 $ 155,300,000  
Finite-Lived Intangible Assets Acquired      
Finite-lived intangible assets acquired   94,000,000  
Amortization expense on finite-lived intangible assets from business acquisition 89,400,000 86,300,000 $ 81,800,000
Solutions Group      
Indefinite-Lived Intangible Assets [Line Items]      
Accumulated impairment losses $ 820,000,000 $ 820,000,000  

v3.25.0.1
GOODWILL AND OTHER INTANGIBLES RESULTING FROM BUSINESS ACQUISITIONS - Goodwill Rollforward (Details) - USD ($)
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Changes in the net carrying amount of goodwill    
Goodwill, beginning balance $ 2,013,600,000 $ 1,862,400,000
Acquisitions   135,000,000.0
Acquisition adjustment (2,700,000)  
Translation adjustments (34,700,000) 16,200,000
Goodwill, ending balance 1,976,200,000 2,013,600,000
Business acquisition, goodwill, expected tax deductible amount   0
Materials Group    
Changes in the net carrying amount of goodwill    
Goodwill, beginning balance 630,700,000 618,700,000
Acquisitions   0
Acquisition adjustment 0  
Translation adjustments (24,600,000) 12,000,000.0
Goodwill, ending balance 606,100,000 630,700,000
Solutions Group    
Changes in the net carrying amount of goodwill    
Goodwill, beginning balance 1,382,900,000 1,243,700,000
Acquisitions   135,000,000.0
Acquisition adjustment (2,700,000)  
Translation adjustments (10,100,000) 4,200,000
Goodwill, ending balance $ 1,370,100,000 $ 1,382,900,000

v3.25.0.1
GOODWILL AND OTHER INTANGIBLES RESULTING FROM BUSINESS ACQUISITIONS - Schedule of the Amounts and Useful Lives of Finite-Lived Intangible Assets (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Finite-Lived Intangible Assets [Line Items]    
Amount   $ 94.0
2023 Business Acquisitions | Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Amount $ 68.8  
Weighted average amortization period 11 years  
2023 Business Acquisitions | Patented and other developed technology    
Finite-Lived Intangible Assets [Line Items]    
Amount $ 22.2  
Weighted average amortization period 7 years  
2023 Business Acquisitions | Trade names and trademarks    
Finite-Lived Intangible Assets [Line Items]    
Amount $ 3.0  
Weighted average amortization period 6 years  

v3.25.0.1
GOODWILL AND OTHER INTANGIBLES RESULTING FROM BUSINESS ACQUISITIONS - Schedule of Finite-Lived Intangible Assets (Details) - USD ($)
$ in Millions
Dec. 28, 2024
Dec. 30, 2023
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 1,211.5 $ 1,221.4
Accumulated Amortization 610.7 527.6
Net Carrying Amount 600.8 693.8
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 916.0 922.5
Accumulated Amortization 438.5 383.7
Net Carrying Amount 477.5 538.8
Patented and other developed technology    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 275.2 278.3
Accumulated Amortization 156.8 130.2
Net Carrying Amount 118.4 148.1
Trade names and trademarks    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 17.1 17.4
Accumulated Amortization 12.8 11.7
Net Carrying Amount 4.3 5.7
Other intangibles    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 3.2 3.2
Accumulated Amortization 2.6 2.0
Net Carrying Amount $ 0.6 $ 1.2

v3.25.0.1
GOODWILL AND OTHER INTANGIBLES RESULTING FROM BUSINESS ACQUISITIONS - Expected Amortization (Details)
$ in Millions
Dec. 28, 2024
USD ($)
Estimated Amortization Expense  
2025 $ 88.2
2026 85.4
2027 85.0
2028 77.2
2029 61.8
2030 and thereafter $ 203.2

v3.25.0.1
DEBT - Short-Term Borrowings (Details) - USD ($)
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Short-term borrowings from Commercial paper    
Short-term debt [Line Items]    
U.S. commercial paper $ 0 $ 112,000,000
Weighted average interest rate (as a percent)   5.54%
Short-term borrowings from Euro-Commercial paper    
Short-term debt [Line Items]    
Weighted average interest rate (as a percent)   4.13%
Maximum borrowing capacity $ 500,000,000  
Maturities of the notes 364 days  
Euro-commercial paper $ 0 $ 199,200,000

v3.25.0.1
DEBT - Short-Term Credit Facilities (Details) - USD ($)
1 Months Ended 12 Months Ended
Jun. 29, 2024
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Jun. 30, 2024
Uncommitted lines of credit          
Line of Credit Facility [Line Items]          
Uncommitted lines of credit   $ 261,000,000      
Revolving Credit Facility | Line of Credit          
Line of Credit Facility [Line Items]          
Maximum borrowing capacity         $ 1,200,000,000
Line of credit facility, increase limit         $ 600,000,000
Commitments under the revolver, extended period 1 year        
Line of Credit          
Line of Credit Facility [Line Items]          
Amount outstanding   0 $ 0    
Commitment fees   $ 1,500,000 $ 1,200,000 $ 900,000  

v3.25.0.1
DEBT - Long-Term Borrowings (Details)
€ in Millions
1 Months Ended 12 Months Ended
Nov. 30, 2024
EUR (€)
Nov. 30, 2024
USD ($)
Aug. 31, 2024
USD ($)
Mar. 31, 2023
USD ($)
Dec. 28, 2024
USD ($)
Dec. 28, 2024
EUR (€)
Dec. 30, 2023
Debt Instrument [Line Items]              
Weighted-average interest rate           7.50% 7.50%
3.75% Senior Notes due 2034              
Debt Instrument [Line Items]              
Face amount | € € 500         € 500  
Stated interest rate (in percent) 3.75%            
Proceeds from issuance of senior notes € 495 $ 539,000,000          
Repayments of debt | € € 500            
Senior Notes              
Debt Instrument [Line Items]              
Repayments of senior notes     $ 300,000,000        
Medium-Term Note | Medium-Term Note Due In Third Quarter Of 2025              
Debt Instrument [Line Items]              
Medium term notes         $ 5,000,000    
Medium-Term Note | Medium-Term Note Due In Second Quarter Of 2025              
Debt Instrument [Line Items]              
Medium term notes         $ 25,000,000    
Senior notes due 2033 at 5.750%              
Debt Instrument [Line Items]              
Face amount       $ 400,000,000      
Stated interest rate (in percent)       5.75%      
Proceeds from issuance of senior notes       $ 394,900,000      
Senior notes due 2023 at 3.4%              
Debt Instrument [Line Items]              
Repayments of debt       $ 250,000,000      

v3.25.0.1
DEBT - Schedule of Long-Term Debt, Including its Respective Interest Rates, at Year-End (Details)
€ in Millions, $ in Millions
Dec. 28, 2024
EUR (€)
Dec. 28, 2024
USD ($)
Dec. 30, 2023
USD ($)
Long-term Debt, Unclassified      
Series 1995 due 2025   $ 30.0 $ 30.0
Less amount classified as current   (551.1) (299.6)
Total long-term debt   2,550.8 2,615.0
Unamortized debt issuance cost   12.6 11.3
Unamortized debt discount   7.9 7.4
Senior notes due 2024 at 0.85%      
Long-term Debt, Unclassified      
Senior notes   $ 0.0 299.6
Interest rate of senior notes 0.85% 0.85%  
Senior notes due 2025 at 1.25%      
Long-term Debt, Unclassified      
Senior notes   $ 521.1 552.6
Interest rate of senior notes 1.25% 1.25%  
Senior notes issued | € € 500    
Senior notes due 2028 at 4.875%      
Long-term Debt, Unclassified      
Senior notes   $ 497.4 496.7
Interest rate of senior notes 4.875% 4.875%  
Senior notes due 2030 at 2.650%      
Long-term Debt, Unclassified      
Senior notes   $ 496.7 496.1
Interest rate of senior notes 2.65% 2.65%  
Senior notes due 2032 at 2.25%      
Long-term Debt, Unclassified      
Senior notes   $ 495.7 495.1
Interest rate of senior notes 2.25% 2.25%  
Senior notes due 2033 at 6.0%      
Long-term Debt, Unclassified      
Senior notes   $ 149.3 149.2
Interest rate of senior notes 6.00% 6.00%  
Senior notes due 2033 at 5.75%      
Long-term Debt, Unclassified      
Senior notes   $ 395.8 395.3
Interest rate of senior notes 5.75% 5.75%  
Senior Notes Due 2034 at 3.75%      
Long-term Debt, Unclassified      
Senior notes   $ 515.9 $ 0.0
Interest rate of senior notes 3.75% 3.75%  

v3.25.0.1
DEBT - Schedule of Maturities of Long-Term Debt (Details)
$ in Millions
Dec. 28, 2024
USD ($)
Debt Disclosure [Abstract]  
2025 $ 551.2
2026 0.0
2027 0.0
2028 500.0
2029 0.0
2030 and thereafter $ 2,071.2

v3.25.0.1
DEBT - Other (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Debt Disclosure [Abstract]      
Financial covenant unrestricted cash and cash equivalents over debt $ 50.0    
Interest costs 124.0 $ 126.5 $ 89.8
Interest costs capitalized 7.0 7.5 $ 5.7
Fair value of debt $ 3,010.0 $ 3,110.0  

v3.25.0.1
FINANCIAL INSTRUMENTS - Narrative (Details)
€ in Millions, $ in Millions
12 Months Ended
Dec. 28, 2024
USD ($)
Dec. 28, 2024
EUR (€)
Dec. 28, 2024
USD ($)
Nov. 30, 2024
EUR (€)
Jan. 02, 2021
USD ($)
Financial Instruments [Line Items]          
Gain recognized in translation for the net investment hedges | $ $ 15.0        
1.25% Senior Notes due 2025          
Financial Instruments [Line Items]          
Senior notes issued   € 500      
3.75% Senior Notes due 2034          
Financial Instruments [Line Items]          
Senior notes issued   500   € 500  
Cross Currency Swap Contract | Cash Flow Hedging | Designated as Hedging Instrument          
Financial Instruments [Line Items]          
Notional amount | $         $ 250.0
Foreign currency forward contracts | Designated as Hedging Instrument          
Financial Instruments [Line Items]          
Notional amount | $     $ 958.9    
Foreign Exchange Forward, Maturity Date March 2025 | Net Investment Hedging | Designated as Hedging Instrument          
Financial Instruments [Line Items]          
Notional amount   420      
Foreign Exchange Forward, Maturity Date December 2025 | Net Investment Hedging | Designated as Hedging Instrument          
Financial Instruments [Line Items]          
Notional amount   € 500      

v3.25.0.1
FINANCIAL INSTRUMENTS - Balance Sheet Locations of Other Derivatives, Fair Value (Details) - USD ($)
$ in Millions
Dec. 28, 2024
Dec. 30, 2023
Designated as Hedging Instrument | Other Current Assets    
Other Derivatives, Fair Value [Line Items]    
Derivative assets $ 18.4 $ 0.0
Designated as Hedging Instrument | Other Non-Current Assets    
Other Derivatives, Fair Value [Line Items]    
Derivative assets 10.9 2.3
Designated as Hedging Instrument | Other current liabilities    
Other Derivatives, Fair Value [Line Items]    
Derivative liability 37.3 1.4
Designated as Hedging Instrument | Other Non-Current Liabilities    
Other Derivatives, Fair Value [Line Items]    
Derivative liability 0.0 0.2
Foreign currency forward contracts | Designated as Hedging Instrument    
Other Derivatives, Fair Value [Line Items]    
Notional amount 958.9  
Foreign currency forward contracts | Designated as Hedging Instrument | Other Current Assets    
Other Derivatives, Fair Value [Line Items]    
Derivative assets 0.2  
Foreign currency forward contracts | Designated as Hedging Instrument | Other Non-Current Assets    
Other Derivatives, Fair Value [Line Items]    
Derivative assets 0.0  
Foreign currency forward contracts | Designated as Hedging Instrument | Other current liabilities    
Other Derivatives, Fair Value [Line Items]    
Derivative liability 36.7  
Foreign currency forward contracts | Designated as Hedging Instrument | Other Non-Current Liabilities    
Other Derivatives, Fair Value [Line Items]    
Derivative liability 0.0  
Currency Swap | Designated as Hedging Instrument    
Other Derivatives, Fair Value [Line Items]    
Notional amount 250.0 250.0
Currency Swap | Designated as Hedging Instrument | Other Current Assets    
Other Derivatives, Fair Value [Line Items]    
Derivative assets 0.0 0.0
Currency Swap | Designated as Hedging Instrument | Other Non-Current Assets    
Other Derivatives, Fair Value [Line Items]    
Derivative assets 10.9 2.3
Currency Swap | Designated as Hedging Instrument | Other current liabilities    
Other Derivatives, Fair Value [Line Items]    
Derivative liability 0.0 0.0
Currency Swap | Designated as Hedging Instrument | Other Non-Current Liabilities    
Other Derivatives, Fair Value [Line Items]    
Derivative liability 0.0 0.0
Commodity contracts | Designated as Hedging Instrument    
Other Derivatives, Fair Value [Line Items]    
Notional amount 2.9 5.8
Commodity contracts | Designated as Hedging Instrument | Other Current Assets    
Other Derivatives, Fair Value [Line Items]    
Derivative assets 0.4 0.0
Commodity contracts | Designated as Hedging Instrument | Other Non-Current Assets    
Other Derivatives, Fair Value [Line Items]    
Derivative assets 0.0 0.0
Commodity contracts | Designated as Hedging Instrument | Other current liabilities    
Other Derivatives, Fair Value [Line Items]    
Derivative liability 0.4 1.4
Commodity contracts | Designated as Hedging Instrument | Other Non-Current Liabilities    
Other Derivatives, Fair Value [Line Items]    
Derivative liability 0.0 0.2
Foreign currency forward contracts with collars | Designated as Hedging Instrument    
Other Derivatives, Fair Value [Line Items]    
Notional amount 958.9  
Foreign currency forward contracts with collars | Designated as Hedging Instrument | Other Current Assets    
Other Derivatives, Fair Value [Line Items]    
Derivative assets 17.8  
Foreign currency forward contracts with collars | Designated as Hedging Instrument | Other Non-Current Assets    
Other Derivatives, Fair Value [Line Items]    
Derivative assets 0.0  
Foreign currency forward contracts with collars | Designated as Hedging Instrument | Other current liabilities    
Other Derivatives, Fair Value [Line Items]    
Derivative liability 0.2  
Foreign currency forward contracts with collars | Designated as Hedging Instrument | Other Non-Current Liabilities    
Other Derivatives, Fair Value [Line Items]    
Derivative liability 0.0  
Foreign currency exchange contracts | Not Designated as Hedging Instrument    
Other Derivatives, Fair Value [Line Items]    
Notional amount 1,741.8 1,336.6
Foreign currency exchange contracts | Not Designated as Hedging Instrument | Other Current Assets    
Other Derivatives, Fair Value [Line Items]    
Derivative assets 11.9 6.3
Foreign currency exchange contracts | Not Designated as Hedging Instrument | Other Non-Current Assets    
Other Derivatives, Fair Value [Line Items]    
Derivative assets 0.0 0.0
Foreign currency exchange contracts | Not Designated as Hedging Instrument | Other current liabilities    
Other Derivatives, Fair Value [Line Items]    
Derivative liability 4.2 6.0
Foreign currency exchange contracts | Not Designated as Hedging Instrument | Other Non-Current Liabilities    
Other Derivatives, Fair Value [Line Items]    
Derivative liability $ 0.0 $ 0.0

v3.25.0.1
FINANCIAL INSTRUMENTS - Components of the Net Gains (Losses) Recognized in Income Related to Derivative Instruments (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]      
Foreign currency forward contracts - Marketing, general and administrative expense $ (36.4) $ 0.0 $ 0.0

v3.25.0.1
FINANCIAL INSTRUMENTS - Components of the Net Gains (Losses) Recognized in Income Related to Derivative Instruments Not Designated as Hedges (Details) - Other Derivatives - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Other Derivatives, Fair Value [Line Items]      
Fair value and cash flow hedges $ (12.0) $ 8.9 $ 1.3
Foreign currency exchange contracts | Cost of products sold      
Other Derivatives, Fair Value [Line Items]      
Fair value and cash flow hedges 3.2 3.4 5.6
Foreign currency exchange contracts | Marketing, general and administrative expense      
Other Derivatives, Fair Value [Line Items]      
Fair value and cash flow hedges $ (15.2) $ 5.5 $ (4.3)

v3.25.0.1
PENSION AND OTHER POSTRETIREMENT BENEFITS - Narrative (Details) - USD ($)
$ in Millions
Dec. 28, 2024
Dec. 30, 2023
Defined Benefit Plan Disclosure [Line Items]    
Projected benefit obligation in excess of plan assets $ 290 $ 210
Fair value of plan assets, benefit obligations in excess of plan assets 156 76
Accumulated benefit obligations 274 162
Fair value of plan assets $ 151 $ 43
Pooled funds - equity securities | Foreign Plan    
Defined Benefit Plan Disclosure [Line Items]    
Target assets allocation 25.00%  
Fixed income securities and cash | Foreign Plan    
Defined Benefit Plan Disclosure [Line Items]    
Target assets allocation 61.00%  
Other investments | Foreign Plan    
Defined Benefit Plan Disclosure [Line Items]    
Target assets allocation 14.00%  

v3.25.0.1
PENSION AND OTHER POSTRETIREMENT BENEFITS - Defined Benefit Plans (Details) - Foreign Plan - USD ($)
$ in Millions
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]      
Total non-U.S. plan assets at fair value $ 659.5 $ 663.2 $ 585.3
Cash | Total      
Defined Benefit Plan Disclosure [Line Items]      
Total non-U.S. plan assets at fair value 2.1 1.3  
Insurance contracts | Total      
Defined Benefit Plan Disclosure [Line Items]      
Total non-U.S. plan assets at fair value 39.0 42.6  
Pooled funds – real estate investment trusts | Total      
Defined Benefit Plan Disclosure [Line Items]      
Total non-U.S. plan assets at fair value 5.3 6.4  
Pooled funds - fixed income securities | Total      
Defined Benefit Plan Disclosure [Line Items]      
Total non-U.S. plan assets at fair value 381.0 389.8  
Pooled funds - equity securities | Total      
Defined Benefit Plan Disclosure [Line Items]      
Total non-U.S. plan assets at fair value 174.2 169.4  
Pooled funds - other investments | Total      
Defined Benefit Plan Disclosure [Line Items]      
Total non-U.S. plan assets at fair value 57.9 53.7  
Quoted Prices in Active Markets (Level 1) | Cash      
Defined Benefit Plan Disclosure [Line Items]      
Total non-U.S. plan assets at fair value 2.1 1.3  
Quoted Prices in Active Markets (Level 1) | Insurance contracts      
Defined Benefit Plan Disclosure [Line Items]      
Total non-U.S. plan assets at fair value 0.0 0.0  
Quoted Prices in Active Markets (Level 1) | Pooled funds – real estate investment trusts      
Defined Benefit Plan Disclosure [Line Items]      
Total non-U.S. plan assets at fair value 0.0 0.0  
Significant Other Observable Inputs (Level 2) | Cash      
Defined Benefit Plan Disclosure [Line Items]      
Total non-U.S. plan assets at fair value 0.0 0.0  
Significant Other Observable Inputs (Level 2) | Insurance contracts      
Defined Benefit Plan Disclosure [Line Items]      
Total non-U.S. plan assets at fair value 0.0 0.0  
Significant Other Observable Inputs (Level 2) | Pooled funds – real estate investment trusts      
Defined Benefit Plan Disclosure [Line Items]      
Total non-U.S. plan assets at fair value 0.0 0.0  
Significant Other Unobservable Inputs (Level 3) | Cash      
Defined Benefit Plan Disclosure [Line Items]      
Total non-U.S. plan assets at fair value 0.0 0.0  
Significant Other Unobservable Inputs (Level 3) | Insurance contracts      
Defined Benefit Plan Disclosure [Line Items]      
Total non-U.S. plan assets at fair value 39.0 42.6  
Significant Other Unobservable Inputs (Level 3) | Pooled funds – real estate investment trusts      
Defined Benefit Plan Disclosure [Line Items]      
Total non-U.S. plan assets at fair value $ 5.3 $ 6.4  

v3.25.0.1
PENSION AND OTHER POSTRETIREMENT BENEFITS - Reconciliation for Assets Measure at Fair Value Using Level 3 (Details) - Significant Other Unobservable Inputs (Level 3) - Foreign Plan - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Reconciliation of Level 3 assets [Roll Forward]    
Balance at the beginning of the year $ 49.0 $ 45.4
Net realized and unrealized gain (loss) 0.1 (1.0)
Purchases 3.7 3.5
Settlements (5.8) (2.8)
Acquisition   1.1
Impact of changes in foreign currency exchange rates (2.7) 2.8
Balance at the end of the year 44.3 49.0
Insurance contracts    
Reconciliation of Level 3 assets [Roll Forward]    
Balance at the beginning of the year 42.6 37.1
Net realized and unrealized gain (loss) 1.1 1.3
Purchases 3.7 3.5
Settlements (5.8) (2.8)
Acquisition   1.1
Impact of changes in foreign currency exchange rates (2.6) 2.4
Balance at the end of the year 39.0 42.6
Pooled Funds – Real Estate Investment Trusts    
Reconciliation of Level 3 assets [Roll Forward]    
Balance at the beginning of the year 6.4 8.3
Net realized and unrealized gain (loss) (1.0) (2.3)
Purchases 0.0 0.0
Settlements 0.0 0.0
Acquisition   0.0
Impact of changes in foreign currency exchange rates (0.1) 0.4
Balance at the end of the year $ 5.3 $ 6.4

v3.25.0.1
PENSION AND OTHER POSTRETIREMENT BENEFITS - Change in Projected Benefit Obligations (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
U.S.      
Change in projected benefit obligations [Roll Forward]      
Projected benefit obligations at beginning of year $ 49.3 $ 51.8  
Service cost 0.0 0.0 $ 0.0
Interest cost 2.2 2.4 1.2
Participant contributions 0.0 0.0  
Amendments 0.0 0.0  
Actuarial (gain) loss (0.5) 1.4  
Acquisition 0.0 0.0  
Benefits paid (6.4) (6.3)  
Settlements 0.0 0.0  
Foreign currency translation 0.0 0.0  
Projected benefit obligations at end of year 44.6 49.3 51.8
Accumulated benefit obligations at end of year 44.6 49.3  
Foreign Plan      
Change in projected benefit obligations [Roll Forward]      
Projected benefit obligations at beginning of year 679.9 586.9  
Service cost 13.8 10.5 16.5
Interest cost 24.1 24.7 10.8
Participant contributions 4.7 4.5  
Amendments 5.1 (0.1)  
Actuarial (gain) loss 2.8 51.3  
Acquisition 0.0 1.2  
Benefits paid (24.5) (25.3)  
Settlements (6.0) (0.6)  
Foreign currency translation (35.5) 26.8  
Projected benefit obligations at end of year 664.4 679.9 $ 586.9
Accumulated benefit obligations at end of year $ 608.0 $ 628.7  

v3.25.0.1
PENSION AND OTHER POSTRETIREMENT BENEFITS - Change in Plan Assets (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
U.S.    
Change in plan assets    
Plan assets at beginning of year $ 0.0 $ 0.0
Actual return on plan assets 0.0 0.0
Acquisition 0.0 0.0
Employer contributions 6.4 6.3
Participant contributions 0.0 0.0
Benefits paid (6.4) (6.3)
Settlements 0.0 0.0
Foreign currency translation 0.0 0.0
Plan assets at end of year 0.0 0.0
Foreign Plan    
Change in plan assets    
Plan assets at beginning of year 663.2 585.3
Actual return on plan assets 41.6 54.6
Acquisition 0.0 1.1
Employer contributions 15.5 17.2
Participant contributions 4.7 4.5
Benefits paid (24.5) (25.3)
Settlements (6.0) (0.6)
Foreign currency translation (35.0) 26.4
Plan assets at end of year $ 659.5 $ 663.2

v3.25.0.1
PENSION AND OTHER POSTRETIREMENT BENEFITS - Funded Status of the Plan (Details) - USD ($)
$ in Millions
Dec. 28, 2024
Dec. 30, 2023
U.S.    
Funded status of the plans    
Other assets $ 0.0 $ 0.0
Other accrued liabilities (6.1) (6.1)
Long-term retirement benefits and other liabilities (38.5) (43.2)
Plan assets less than benefit obligations $ (44.6) $ (49.3)
Weighted average assumptions used to determine year-end benefit obligations    
Discount rate 5.43% 4.86%
Compensation rate increase 0.00% 0.00%
Foreign Plan    
Funded status of the plans    
Other assets $ 84.7 $ 67.8
Other accrued liabilities (3.2) (0.2)
Long-term retirement benefits and other liabilities (86.4) (84.3)
Plan assets less than benefit obligations $ (4.9) $ (16.7)
Weighted average assumptions used to determine year-end benefit obligations    
Discount rate 3.95% 3.78%
Compensation rate increase 2.80% 2.73%

v3.25.0.1
PENSION AND OTHER POSTRETIREMENT BENEFITS - Pre-tax Amount Recognized in Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Millions
Dec. 28, 2024
Dec. 30, 2023
U.S.    
Pretax amounts recognized in accumulated other comprehensive loss    
Net actuarial loss $ 8.9 $ 9.6
Prior service (credit) cost 0.0 0.0
Net amount recognized in accumulated other comprehensive loss 8.9 9.6
Foreign Plan    
Pretax amounts recognized in accumulated other comprehensive loss    
Net actuarial loss 69.4 73.2
Prior service (credit) cost 2.3 (3.4)
Net amount recognized in accumulated other comprehensive loss $ 71.7 $ 69.8

v3.25.0.1
PENSION AND OTHER POSTRETIREMENT BENEFITS - Pre-tax Amount Recognized in Other Comprehensive Loss (Income) (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
U.S.      
Defined Benefit Plan Disclosure [Line Items]      
Net actuarial (gain) loss $ (0.2) $ 0.9 $ (5.6)
Prior service credit 0.0 0.0 0.0
Net actuarial (gain) loss (0.5) (0.4) (0.8)
Prior service credit (cost) 0.0 0.0 0.0
Settlements 0.0 0.0 (0.1)
Net amount recognized in other comprehensive loss (income) (0.7) 0.5 (6.5)
Foreign Plan      
Defined Benefit Plan Disclosure [Line Items]      
Net actuarial (gain) loss (3.4) 32.6 (0.8)
Prior service credit 5.1 (0.1) 0.0
Net actuarial (gain) loss (0.4) 2.1 (2.5)
Prior service credit (cost) 0.5 0.4 0.4
Settlements 0.1 0.1 0.1
Net amount recognized in other comprehensive loss (income) $ 1.9 $ 35.1 $ (2.8)

v3.25.0.1
PENSION AND OTHER POSTRETIREMENT BENEFITS - Components of Net Periodic Benefit Cost (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
U.S.      
Components of net periodic benefit cost (credit)      
Service cost $ 0.0 $ 0.0 $ 0.0
Interest cost 2.2 2.4 1.2
Actuarial (gain) loss (0.2) 0.5 (3.5)
Expected return on plan assets 0.0 0.0 0.0
Amortization of actuarial loss 0.5 0.4 0.8
Amortization of prior service (credit) cost 0.0 0.0 0.0
Recognized loss (gain) on settlements 0.0 0.0 0.1
Net periodic benefit cost (credit) 2.5 3.3 (1.4)
Foreign Plan      
Components of net periodic benefit cost (credit)      
Service cost 13.8 10.5 16.5
Interest cost 24.1 24.7 10.8
Actuarial (gain) loss 0.0 0.0 0.0
Expected return on plan assets (37.4) (33.2) (21.9)
Amortization of actuarial loss 0.4 (2.1) 2.5
Amortization of prior service (credit) cost (0.5) (0.4) (0.4)
Recognized loss (gain) on settlements (0.1) (0.1) (0.1)
Net periodic benefit cost (credit) $ 0.3 $ (0.6) $ 7.4

v3.25.0.1
PENSION AND OTHER POSTRETIREMENT BENEFITS - Weighted-Average Assumptions for Determining Net Periodic Cost (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
U.S.      
Defined Benefit Plan Disclosure [Line Items]      
Discount rate 4.86% 5.06% 2.19%
Expected return on assets 0.00% 0.00% 0.00%
Compensation rate increase 0.00% 0.00% 0.00%
Company's contributions to the defined benefit plan in the next fiscal year $ 6.2    
Foreign Plan      
Defined Benefit Plan Disclosure [Line Items]      
Discount rate 3.78% 4.36% 1.57%
Expected return on assets 5.04% 4.71% 3.00%
Compensation rate increase 2.73% 2.75% 2.33%
Company's contributions to the defined benefit plan in the next fiscal year $ 17.5    

v3.25.0.1
PENSION AND OTHER POSTRETIREMENT BENEFITS - Future Benefit Payments (Details)
$ in Millions
Dec. 28, 2024
USD ($)
U.S.  
Future Benefit Payments [Line Items]  
2025 $ 6.2
2026 5.7
2027 5.5
2028 5.0
2029 4.7
2030-2034 17.0
Foreign Plan  
Future Benefit Payments [Line Items]  
2025 23.5
2026 29.3
2027 27.3
2028 26.6
2029 26.6
2030-2034 $ 152.5

v3.25.0.1
PENSION AND OTHER POSTRETIREMENT BENEFITS - Postretirement Health Benefits, Defined Contribution and Other Retirement Plans (Details)
shares in Thousands, $ in Millions
12 Months Ended
Dec. 28, 2024
USD ($)
compensationPlan
shares
Dec. 30, 2023
USD ($)
shares
Dec. 31, 2022
USD ($)
Defined contribution and other retirement plans      
Recognized defined contribution plan cost $ 31.9 $ 30.3 $ 27.3
Deferred compensation plan accrued $ 99.0 $ 88.2  
Minimum age of participant for termination of employment to determine forfeiture of interest on contribution 55 years    
Number of legacy deferred compensation plans | compensationPlan 2    
DSUs outstanding under deferred compensation plans (in shares) | shares 40 100  
Value of DSUs outstanding under deferred compensation plans $ 8.0 $ 19.0  
Cash surrender value included in other assets 247.4 228.4  
Postretirement Health Coverage      
Defined contribution and other retirement plans      
Postretirement health benefits obligation 2.0 2.0  
Accumulated other comprehensive loss relating to postretirement health benefits obligation $ 9.0 $ 10.0  

v3.25.0.1
COMMITMENTS AND LEASES - Supplemental Cost Information Related to Leases (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Leases [Abstract]      
Operating lease costs $ 75.1 $ 73.6 $ 70.8

v3.25.0.1
COMMITMENTS AND LEASES - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($)
$ in Millions
Dec. 28, 2024
Dec. 30, 2023
Assets    
Operating $ 227.5 $ 200.2
Finance 32.5 29.6
Total leased assets $ 260.0 $ 229.8
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Other assets Other assets
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Property, plant and equipment, net Property, plant and equipment, net
Current:    
Operating lease, current liabilities $ 49.6 $ 45.4
Finance lease, current liabilities 4.3 6.3
Non-current:    
Operating lease, non-current liabilities 176.1 152.3
Finance lease, non-current liabilities 9.1 7.0
Total lease liabilities $ 239.1 $ 211.0
Operating lease, current liabilities (balance sheet location) Other current liabilities Other current liabilities
Finance lease, current liabilities (balance sheet location) Short-term borrowings and current portion of long-term debt and finance leases Short-term borrowings and current portion of long-term debt and finance leases
Operating lease, non-current liabilities (balance sheet location) Long-term retirement benefits and other liabilities Long-term retirement benefits and other liabilities
Finance lease, non-current liabilities (balance sheet location) Long-Term Debt and Lease Obligation Long-Term Debt and Lease Obligation
Accumulated amortization, finance lease assets $ 18.7 $ 14.6

v3.25.0.1
COMMITMENTS AND LEASES - Supplemental Cash Flow Information Related to Leases (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Leases [Abstract]      
Cash paid for amounts included in measurement of operating lease liabilities $ 61.0 $ 55.8 $ 60.5
Operating lease assets obtained in exchange for operating lease liabilities $ 93.0 $ 92.4 $ 37.2

v3.25.0.1
COMMITMENTS AND LEASES - Schedule of Weighted Average Remaining Lease Term and Discount Rate Information (Details)
Dec. 28, 2024
Dec. 30, 2023
Weighted average remaining lease term (in years):    
Operating 6 years 8 months 12 days 7 years 1 month 6 days
Finance 3 years 7 months 6 days 3 years 1 month 6 days
Weighted average discount rate (percentage):    
Operating 4.60% 4.10%
Finance 4.70% 4.20%

v3.25.0.1
COMMITMENTS AND LEASES - Schedule of Maturities of Lease Liabilities (Details)
$ in Millions
Dec. 28, 2024
USD ($)
Operating Leases  
2025 $ 55.6
2026 47.8
2027 37.0
2028 26.3
2029 21.8
2030 and thereafter 72.5
Total lease payments 261.0
Less: imputed interest (35.3)
Present value of lease liabilities 225.7
Finance Leases  
2025 5.3
2026 3.6
2027 2.8
2028 1.8
2029 0.9
2030 and thereafter 0.5
Total lease payments 14.9
Less: imputed interest (1.6)
Present value of lease liabilities $ 13.3

v3.25.0.1
CONTINGENCIES - Narrative (Details)
$ in Millions
Apr. 25, 2024
USD ($)
Jan. 25, 2024
USD ($)
Jan. 24, 2024
USD ($)
Dec. 28, 2024
USD ($)
site
Dec. 30, 2023
USD ($)
Jul. 01, 2023
USD ($)
Jul. 03, 2021
USD ($)
Loss Contingencies [Line Items]              
Environmental site contingency number of sites | site       10      
Short term environmental liabilities       $ 5.0 $ 11.0    
Environmental Loss Contingency, Current, Statement of Financial Position [Extensible Enumeration]       Other current liabilities Other current liabilities    
Infringement of patent              
Loss Contingencies [Line Items]              
Contingent liability         $ 82.9 $ 80.4 $ 26.6
Patent infringement, sanction   $ 5.2 $ 20.0        
Contingency loss based on royalty (usd per unit)   0.0025          
Litigation settlement, amount awarded to other party $ 75.0            

v3.25.0.1
CONTINGENCIES - Activity (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Environmental Liabilities Associated with Remediation [Roll Forward]    
Balance at beginning of year $ 24.5 $ 24.3
Charges, net of reversals 1.9 2.5
Payments (13.4) (2.3)
Balance at end of year $ 13.0 $ 24.5
Environmental Loss Contingency, Statement of Financial Position [Extensible Enumeration] Long-term retirement benefits and other liabilities Long-term retirement benefits and other liabilities

v3.25.0.1
FAIR VALUE MEASUREMENTS - Recurring Fair Value Measurements (Details) - USD ($)
$ in Millions
Dec. 28, 2024
Dec. 30, 2023
Assets    
Derivative Asset, Statement of Financial Position [Extensible Enumeration] Assets  
Liabilities    
Derivative Liability, Statement of Financial Position [Extensible Enumeration] Liabilities and Equity  
Recurring    
Assets    
Investments $ 48.0 $ 37.8
Derivative assets 41.2 8.6
Bank drafts 5.2 5.3
Liabilities    
Derivative liabilities 41.5 7.6
Contingent consideration liabilities 4.8 10.0
Quoted Prices in Active Markets (Level 1) | Recurring    
Assets    
Investments 24.2 19.6
Derivative assets 0.4 0.0
Bank drafts 5.2 5.3
Liabilities    
Derivative liabilities 0.4 1.6
Contingent consideration liabilities 0.0 0.0
Significant Other Observable Inputs (Level 2) | Recurring    
Assets    
Investments 23.8 18.2
Derivative assets 40.8 8.6
Bank drafts 0.0 0.0
Liabilities    
Derivative liabilities 41.1 6.0
Contingent consideration liabilities 0.0 0.0
Significant Other Unobservable Inputs (Level 3) | Recurring    
Assets    
Investments 0.0 0.0
Derivative assets 0.0 0.0
Bank drafts 0.0 0.0
Liabilities    
Derivative liabilities 0.0 0.0
Contingent consideration liabilities $ 4.8 $ 10.0

v3.25.0.1
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Fair value, assets and liabilities measured on a recurring basis [Line Items]      
Equity securities without readily determinable fair value, amount $ 45.0 $ 71.0  
Loss on private venture companies 19.2 0.0  
Gain on private venture companies   0.0 $ 13.5
Recurring      
Fair value, assets and liabilities measured on a recurring basis [Line Items]      
Investments 48.0 37.8  
Investments 8.4    
Recurring | Quoted Prices in Active Markets (Level 1)      
Fair value, assets and liabilities measured on a recurring basis [Line Items]      
Investments 24.2 19.6  
Investments 8.4    
Cash and cash equivalents | Recurring      
Fair value, assets and liabilities measured on a recurring basis [Line Items]      
Investments 1.5 2.7  
Other Current Assets | Recurring      
Fair value, assets and liabilities measured on a recurring basis [Line Items]      
Investments $ 38.1 $ 35.1  

v3.25.0.1
NET INCOME PER COMMON SHARE (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Net Income Per Common Share      
Net income $ 704.9 $ 503.0 $ 757.1
Weighted average number of common shares outstanding (in shares) 80.4 80.7 81.6
Dilutive shares (additional common shares issuable under stock-based awards) (in shares) 0.3 0.4 0.6
Weighted average number of common shares outstanding, assuming dilution (in shares) 80.7 81.1 82.2
Net income per common share (in dollars per share) $ 8.77 $ 6.23 $ 9.28
Net income per common share, assuming dilution (in dollars per share) $ 8.73 $ 6.20 $ 9.21
Antidilutive securities excluded from computation of earnings per share (in shares) 0.1 0.1 0.0

v3.25.0.1
SUPPLEMENTAL EQUITY AND COMPREHENSIVE INCOME INFORMATION - Narrative (Details) - USD ($)
$ / shares in Units, $ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Apr. 30, 2022
Class of Stock [Line Items]        
Preferred stock, shares authorized (in shares) 5,000,000      
Preferred stock, par value (in dollars per share) $ 1      
Preferred stock, outstanding shares (in shares) 0      
Common stock, authorized shares (in shares) 400,000,000 400,000,000    
Common stock, par value (in dollars per share) $ 1 $ 1    
Repurchase of common stock, value $ 247.5 $ 137.5 $ 379.5  
Share repurchase authorized amount       $ 750.0
Share repurchase remained authorized amount $ 346.9      
Treasury stock        
Class of Stock [Line Items]        
Repurchase of shares for treasury (in shares) 1,184,780 780,721 2,173,416  
Repurchase of common stock, value $ 247.5 $ 137.5 $ 379.5  

v3.25.0.1
SUPPLEMENTAL EQUITY AND COMPREHENSIVE INCOME INFORMATION - Change in Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Beginning balance $ 2,127.9 $ 2,032.2 $ 1,924.4
Other comprehensive income (loss) before reclassifications, net of tax (51.6) (46.8)  
Reclassifications to net income, net of tax 3.6 2.7  
Net current-period other comprehensive income (loss), net of tax (48.0) (44.1) (81.1)
Ending balance 2,312.3 2,127.9 2,032.2
Total      
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Beginning balance (408.1) (364.0) (282.9)
Net current-period other comprehensive income (loss), net of tax (48.0) (44.1) (81.1)
Ending balance (456.1) (408.1) (364.0)
Foreign Currency Translation      
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Beginning balance (328.6) (314.0)  
Other comprehensive income (loss) before reclassifications, net of tax (46.9) (14.6)  
Reclassifications to net income, net of tax 0.0 0.0  
Net current-period other comprehensive income (loss), net of tax (46.9) (14.6)  
Ending balance (375.5) (328.6) (314.0)
Pension and Other Postretirement Benefits      
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Beginning balance (77.5) (51.3)  
Other comprehensive income (loss) before reclassifications, net of tax (1.3) (25.2)  
Reclassifications to net income, net of tax 0.8 (1.0)  
Net current-period other comprehensive income (loss), net of tax (0.5) (26.2)  
Ending balance (78.0) (77.5) (51.3)
Cash Flow Hedges      
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Beginning balance (2.0) 1.3  
Other comprehensive income (loss) before reclassifications, net of tax (5.4) (7.0)  
Reclassifications to net income, net of tax 2.8 3.7  
Net current-period other comprehensive income (loss), net of tax (2.6) (3.3)  
Ending balance (4.6) (2.0) 1.3
Fair Value Hedges      
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Beginning balance 0.0 0.0  
Other comprehensive income (loss) before reclassifications, net of tax 2.0 0.0  
Reclassifications to net income, net of tax 0.0 0.0  
Net current-period other comprehensive income (loss), net of tax 2.0 0.0  
Ending balance $ 2.0 $ 0.0 $ 0.0

v3.25.0.1
SUPPLEMENTAL EQUITY AND COMPREHENSIVE INCOME INFORMATION - Income Tax (Benefit) Expense Allocated to Each Component of Other Comprehensive loss (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Foreign currency translation:      
Translation gain (loss) $ 0.1 $ 1.2 $ (7.0)
Pension and other postretirement benefits:      
Net gain (loss) recognized from actuarial gain/loss and prior service cost/credit (0.6) (8.2) 0.5
Reclassifications to net income 0.4 (0.3) 1.1
Cash flow hedges:      
Gain (loss) recognized on cash flow hedges (1.7) (2.2) 1.6
Reclassifications to net income 0.9 1.2 0.4
Fair value hedges:      
Changes in excluded components of fair value hedges 0.6 0.0 0.0
Income tax expense (benefit) allocated to components of other comprehensive income (loss) $ (0.3) $ (8.3) $ (3.4)

v3.25.0.1
LONG-TERM INCENTIVE COMPENSATION - Narrative (Details)
$ / shares in Units, $ in Millions
12 Months Ended
Dec. 28, 2024
USD ($)
tranche
vestingPeriod
$ / shares
shares
Dec. 30, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Long-Term Incentive Compensation [Line Items]      
Aggregate number of shares available under the plan (in shares) | shares 5,400,000    
Fungible share ratio (in shares) | shares 1.5    
Unrecognized compensation cost related to share based compensation cost $ 38.0    
Unrecognized compensation cost weighted average recognition period 2 years    
Weighted average grant date fair value (in dollars per share) | $ / shares $ 0 $ 47.65 $ 0
Risk-free interest rate (as a percent)   3.84%  
Expected stock price volatility (as a percent)   23.90%  
Expected dividend yield (as a percent)   1.84%  
Expected option term   6 years 3 months 21 days  
Total intrinsic value of stock options exercised $ 19.5 $ 0.0 $ 0.0
Proceeds from exercises of stock options 10.0    
Tax benefit associated with option exercises $ 4.8    
Stock Options      
Long-Term Incentive Compensation [Line Items]      
Vesting period 4 years    
Option expiration period 10 years    
Stock Options | Minimum      
Long-Term Incentive Compensation [Line Items]      
Purchase price of common stock as a percentage of its fair market value granted to non-employee directors and employees 100.00%    
Performance units (PUs)      
Long-Term Incentive Compensation [Line Items]      
Maximum special performance units issued (as a percent) 300.00%    
Granted at target (in usd per share) | $ / shares $ 224.82 $ 180.12 $ 163.97
Fair value $ 20.6 $ 22.7 $ 20.2
Performance units (PUs) | Minimum      
Long-Term Incentive Compensation [Line Items]      
Vesting period 3 years    
Shares issued (as a percent) 0.00%    
Performance units (PUs) | Maximum      
Long-Term Incentive Compensation [Line Items]      
Vesting period 4 years    
Shares issued (as a percent) 200.00%    
Market-leveraged stock units (MSUs)      
Long-Term Incentive Compensation [Line Items]      
Vesting period 4 years    
Granted at target (in usd per share) | $ / shares $ 259.75 $ 192.53 $ 141.80
Fair value $ 14.6 $ 16.1 $ 19.9
Number of vesting periods | vestingPeriod 4    
Number of tranches represented by each vesting period | tranche 1    
Number of tranches represented by the entire vesting period | tranche 4    
Market-leveraged stock units (MSUs) | Minimum      
Long-Term Incentive Compensation [Line Items]      
Shares issued (as a percent) 0.00%    
Market-leveraged stock units (MSUs) | Maximum      
Long-Term Incentive Compensation [Line Items]      
Shares issued (as a percent) 200.00%    
Restricted stock units (RSUs)      
Long-Term Incentive Compensation [Line Items]      
Granted at target (in usd per share) | $ / shares $ 210.74 $ 175.88 $ 168.34
Fair value $ 3.2 $ 2.7 $ 2.8
Restricted stock units (RSUs) | Directors      
Long-Term Incentive Compensation [Line Items]      
Vesting period 1 year    
Restricted stock units (RSUs) | Minimum | Employees      
Long-Term Incentive Compensation [Line Items]      
Vesting period 1 year    
Restricted stock units (RSUs) | Maximum | Employees      
Long-Term Incentive Compensation [Line Items]      
Vesting period 4 years    
Long-term incentive units      
Long-Term Incentive Compensation [Line Items]      
Cash-based payment arrangement, expense $ 14.9 16.3 11.5
Cash-based payment arrangement, tax benefit $ 3.6 $ 3.9 $ 2.7
Long-term incentive units | Maximum      
Long-Term Incentive Compensation [Line Items]      
Cash-based compensation, award vesting period 4 years    
Market-leveraged long-term incentive units | Maximum      
Long-Term Incentive Compensation [Line Items]      
Cash-based compensation, award vesting period 4 years    
Performance long-term incentive units | Minimum      
Long-Term Incentive Compensation [Line Items]      
Cash-based compensation, award vesting period 3 years    
Cash-based compensation award (as percent) 0.00%    
Performance long-term incentive units | Maximum      
Long-Term Incentive Compensation [Line Items]      
Cash-based compensation award (as percent) 200.00%    

v3.25.0.1
LONG-TERM INCENTIVE COMPENSATION - Stock-Based Compensation Expense and the Related Recognized Tax Benefit (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]      
Stock-based compensation expense $ 28.7 $ 22.3 $ 47.4
Tax benefit $ 2.6 $ 2.4 $ 6.7

v3.25.0.1
LONG-TERM INCENTIVE COMPENSATION - Stock Option Information (Details) - USD ($)
$ / shares in Units, $ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Number of options (in thousands)    
Outstanding beginning balance (in shares) 204,100  
Exercised (in shares) (141,100)  
Outstanding ending balance (in shares) 63,000.0 204,100
Options vested and expected to vest (in shares) 54,800  
Options exercisable (in shares) 0  
Weighted average exercise price    
Outstanding beginning balance (in usd per share) $ 109.92  
Exercised (in usd per share) 73.96  
Outstanding ending balance (in usd per share) 190.54 $ 109.92
Options vested and expected to vest (in usd per share) 190.54  
Options exercisable (in usd per share) $ 0  
Weighted average remaining contractual life (in years)    
Outstanding 8 years 8 months 4 days 4 years 4 months 9 days
Options vested or expected to vest 8 years 8 months 4 days  
Options exercisable  
Aggregate intrinsic value (in millions)    
Outstanding $ 0.0 $ 18.7
Options vested and expected to vest 0.0  
Options exercisable $ 0.0  

v3.25.0.1
LONG-TERM INCENTIVE COMPENSATION - Number of Awards, Weighted-average Grant-date Fair Value (Details) - $ / shares
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Performance units (PUs)      
Number of awards      
Unvested at beginning of period (in shares) 300,700    
Granted at target (in shares) 68,300    
Adjustments for above-target performance (in shares) 37,700    
Vested (in shares) (104,200)    
Forfeited/cancelled (in shares) (10,400)    
Unvested at end of period (in shares) 292,100 300,700  
Weighted average grant-date fair value      
Beginning balance (in usd per share) $ 174.54    
Granted at target (in usd per share) 224.82 $ 180.12 $ 163.97
Adjustment for above-target performance (in used per share) 197.75    
Vested (in usd per share) 197.75    
Forfeited/cancelled (in usd per share) 184.82    
Ending balance (in usd per share) $ 181.94 $ 174.54  
Market-leveraged stock units (MSUs)      
Number of awards      
Unvested at beginning of period (in shares) 195,500    
Granted at target (in shares) 55,200    
Adjustments for above-target performance (in shares) 20,600    
Vested (in shares) (99,200)    
Forfeited/cancelled (in shares) (8,400)    
Unvested at end of period (in shares) 163,700 195,500  
Weighted average grant-date fair value      
Beginning balance (in usd per share) $ 167.16    
Granted at target (in usd per share) 259.75 $ 192.53 141.80
Adjustment for above-target performance (in used per share) 129.76    
Vested (in usd per share) 147.25    
Forfeited/cancelled (in usd per share) 198.29    
Ending balance (in usd per share) $ 202.83 $ 167.16  
Restricted stock units (RSUs)      
Number of awards      
Unvested at beginning of period (in shares) 66,500    
Granted at target (in shares) 53,700    
Vested (in shares) (18,400)    
Forfeited/cancelled (in shares) (6,900)    
Unvested at end of period (in shares) 94,900 66,500  
Weighted average grant-date fair value      
Beginning balance (in usd per share) $ 171.68    
Granted at target (in usd per share) 210.74 $ 175.88 $ 168.34
Vested (in usd per share) 175.42    
Forfeited/cancelled (in usd per share) 196.80    
Ending balance (in usd per share) $ 191.22 $ 171.68  

v3.25.0.1
COST REDUCTION ACTIONS - Narrative (Details)
$ in Millions
3 Months Ended 12 Months Ended
Dec. 28, 2024
USD ($)
position
Sep. 30, 2023
position
Dec. 28, 2024
USD ($)
position
Dec. 30, 2023
USD ($)
position
Dec. 31, 2022
USD ($)
Restructuring Cost and Reserve [Line Items]          
Restructuring charges     $ 41.9 $ 79.4 $ 7.7
2025 Actions          
Restructuring Cost and Reserve [Line Items]          
Restructuring charges $ 13.1        
Net number of position reduced as a result of cost reduction actions | position 90        
2023 Actions          
Restructuring Cost and Reserve [Line Items]          
Restructuring charges     $ 28.8 $ 49.0  
Net number of position reduced as a result of cost reduction actions | position     1,280 1,450  
2023 Actions | Materials Group          
Restructuring Cost and Reserve [Line Items]          
Restructuring charges       $ 30.4  
Net number of position reduced as a result of cost reduction actions | position   210      

v3.25.0.1
COST REDUCTION ACTIONS - Restructuring Charges and Payments (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Cost Reduction Actions    
Beginning balance $ 27.7 $ 5.1
Charges, Net of Reversals 41.9 79.4
Cash Payments (43.9) (49.2)
Non-cash Impairment (6.1) (8.3)
Foreign Currency Translation (0.6) 0.7
Ending balance 19.0 27.7
2025 Actions | Severance and related costs    
Cost Reduction Actions    
Beginning balance 0.0  
Charges, Net of Reversals 10.0  
Cash Payments 0.0  
Non-cash Impairment 0.0  
Foreign Currency Translation 0.0  
Ending balance 10.0 0.0
2025 Actions | Asset impairment charges    
Cost Reduction Actions    
Beginning balance 0.0  
Charges, Net of Reversals 3.1  
Cash Payments 0.0  
Non-cash Impairment (3.1)  
Foreign Currency Translation 0.0  
Ending balance 0.0 0.0
2023 Actions | Severance and related costs    
Cost Reduction Actions    
Beginning balance 27.7 0.0
Charges, Net of Reversals 25.4 72.1
Cash Payments (43.3) (45.1)
Non-cash Impairment 0.0 0.0
Foreign Currency Translation (0.6) 0.7
Ending balance 9.2 27.7
2023 Actions | Asset impairment charges    
Cost Reduction Actions    
Beginning balance 0.0 0.0
Charges, Net of Reversals 3.0 8.3
Cash Payments 0.0 0.0
Non-cash Impairment (3.0) (8.3)
Foreign Currency Translation 0.0 0.0
Ending balance 0.0 0.0
2023 Actions | Lease cancellation costs    
Cost Reduction Actions    
Beginning balance 0.0  
Charges, Net of Reversals 0.4  
Cash Payments (0.6)  
Non-cash Impairment 0.0  
Foreign Currency Translation 0.0  
Ending balance (0.2) 0.0
2019/2020 Actions | Severance and related costs    
Cost Reduction Actions    
Beginning balance $ 0.0 5.1
Charges, Net of Reversals   (1.0)
Cash Payments   (4.1)
Non-cash Impairment   0.0
Foreign Currency Translation   0.0
Ending balance   $ 0.0

v3.25.0.1
COST REDUCTION ACTIONS - Restructuring Charges by Reportable Segment and Corporate (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]      
Restructuring charges $ 41.9 $ 79.4 $ 7.7
Corporate expense      
Restructuring Cost and Reserve [Line Items]      
Restructuring charges 0.4 3.8 0.8
Materials Group | Operating Segments      
Restructuring Cost and Reserve [Line Items]      
Restructuring charges 5.7 52.4 (1.0)
Solutions Group | Operating Segments      
Restructuring Cost and Reserve [Line Items]      
Restructuring charges $ 35.8 $ 23.2 $ 7.9

v3.25.0.1
TAXES BASED ON INCOME - Schedule of Taxes Based on Income (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Current:      
U.S. federal tax $ 36.0 $ 42.5 $ 29.4
State taxes 10.6 9.0 8.8
Foreign taxes 214.9 160.8 177.7
Total 261.5 212.3 215.9
Deferred:      
U.S. federal tax (8.7) (29.0) 5.8
State taxes (3.3) (3.5) 0.9
Foreign taxes (0.9) 11.9 19.6
Total (12.9) (20.6) 26.3
Provision for income taxes $ 248.6 $ 191.7 $ 242.2

v3.25.0.1
TAXES BASED ON INCOME - Increase (Decrease) in Taxes (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Income Tax Disclosure [Line Items]      
Tax provision computed at the U.S. federal statutory rate $ 200.2 $ 145.9 $ 209.9
Increase (decrease) in taxes resulting from:      
State taxes, net of federal tax benefit 2.7 2.6 11.8
Foreign earnings taxed at different rates 49.5 50.4 51.7
GILTI high-tax exclusion election, net (6.2) (10.0) (11.9)
Valuation allowance 15.9 2.6 (5.0)
U.S. federal research and development tax credits (7.7) (8.3) (6.5)
Tax contingencies and audit settlements 1.9 11.9 (4.3)
Other items, net (7.7) (3.4) (3.5)
Provision for income taxes $ 248.6 191.7 $ 242.2
Tax Year 2023      
Increase (decrease) in taxes resulting from:      
GILTI high-tax exclusion election, net   (4.4)  
Tax Year 2022      
Increase (decrease) in taxes resulting from:      
GILTI high-tax exclusion election, net   $ (5.6)  

v3.25.0.1
TAXES BASED ON INCOME - Income (Loss) from Continuing Operations before Taxes (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Income (loss) before taxes      
U.S. $ 211.4 $ 187.2 $ 232.4
Foreign 742.1 507.5 766.9
Income before taxes $ 953.5 $ 694.7 $ 999.3

v3.25.0.1
TAXES BASED ON INCOME - Narrative (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Income Tax Disclosure [Line Items]      
Effective tax rate (as a percent) 26.10% 27.60% 24.20%
Effective income tax rate reconciliation, GILTI, FDII, net, amount $ 15.9 $ 16.4 $ 18.8
Tax charge from valuation allowance 15.9 2.6 (5.0)
Effective income tax rate reconciliation, prior year income taxes (benefit)   14.7 17.3
Effective income Tax rate reconciliation, nondeductible expense   10.5  
Net tax charge primarily from the recognition of uncertain tax positions   9.5  
GILTI high-tax exclusion election, net (6.2) (10.0) (11.9)
Tax credit carryforwards 14.8 9.0  
Net operating losses 466.0 481.0  
Unrecognized tax benefits 81.1 88.0 $ 69.5
Unrecognized tax benefits, if recognized, would reduce annual effective income tax rate 74.0 75.0  
Accrued interest and penalties for uncertain tax positions, net of tax benefit 17.0 $ 16.0  
Reasonably possible decrease in uncertain tax positions, including interest and penalties 6.0    
State      
Income Tax Disclosure [Line Items]      
Net operating losses 575.0    
Operating loss carryforwards, valuation allowance $ 548.0    

v3.25.0.1
TAXES BASED ON INCOME - Schedule of Components of the Temporary Differences (Details) - USD ($)
$ in Millions
Dec. 28, 2024
Dec. 30, 2023
Income Tax Disclosure [Abstract]    
Accrued expenses not currently deductible $ 29.8 $ 44.5
Net operating loss carryforwards 137.9 138.9
Tax credit carryforwards 14.8 9.0
Capitalized research expenses 81.7 59.9
Stock-based compensation 8.8 10.9
Pension and other postretirement benefits 31.1 34.2
Inventory reserve 19.2 16.4
Lease liabilities 44.7 43.3
Other assets 31.6 27.9
Valuation allowance (72.7) (62.0)
Total deferred tax assets 326.9 323.0
Depreciation and amortization (306.0) (317.2)
Repatriation accrual (24.2) (24.5)
Foreign operating loss recapture (3.1) (3.4)
Lease assets (44.3) (43.4)
Total deferred tax liabilities (377.6) (388.5)
Total net deferred tax assets (liabilities) $ (50.7) $ (65.5)

v3.25.0.1
TAXES BASED ON INCOME - Net Operating Loss and Tax Carryforwards (Details) - USD ($)
$ in Millions
Dec. 28, 2024
Dec. 30, 2023
Net operating loss and credit carryforward [Line Items]    
Net operating losses $ 466.0 $ 481.0
Tax Credits 14.8 $ 9.0
Total    
Net operating loss and credit carryforward [Line Items]    
Net operating losses 466.1  
Tax Credits 14.8  
2025    
Net operating loss and credit carryforward [Line Items]    
Net operating losses 2.6  
Tax Credits 0.2  
2026    
Net operating loss and credit carryforward [Line Items]    
Net operating losses 2.3  
Tax Credits 0.2  
2027    
Net operating loss and credit carryforward [Line Items]    
Net operating losses 3.1  
Tax Credits 0.4  
2028    
Net operating loss and credit carryforward [Line Items]    
Net operating losses 6.6  
Tax Credits 0.8  
2029    
Net operating loss and credit carryforward [Line Items]    
Net operating losses 28.5  
Tax Credits 0.4  
2030-2044    
Net operating loss and credit carryforward [Line Items]    
Net operating losses 23.6  
Tax Credits 11.7  
Indefinite life/no expiry    
Net operating loss and credit carryforward [Line Items]    
Net operating losses 399.4  
Tax Credits $ 1.1  

v3.25.0.1
TAXES BASED ON INCOME - Unrecognized Tax Benefits (Details) - USD ($)
$ in Millions
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]      
Unrecognized tax benefits $ 81.1 $ 88.0 $ 69.5
Unrecognized tax benefits, if recognized, would reduce annual effective income tax rate 74.0 75.0  
Accrued interest and penalties for uncertain tax positions, net of tax benefit 17.0 $ 16.0  
Reasonably possible decrease in uncertain tax positions, including interest and penalties $ 6.0    

v3.25.0.1
TAXES BASED ON INCOME - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Unrecognized Tax Benefits [Roll Forward]    
Balance at beginning of year $ 88.0 $ 69.5
Additions for tax positions of current year 11.4 15.4
Additions (reductions) for tax positions of prior years, net (7.2) 8.0
Settlements with tax authorities (4.6) (1.8)
Expirations of statutes of limitations (3.7) (3.9)
Changes due to translation of foreign currencies (2.8) 0.8
Balance at end of year $ 81.1 $ 88.0

v3.25.0.1
SEGMENT AND DISAGGREGATED REVENUE INFORMATION - Net Sales to Unaffiliated Customers (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Net sales to unaffiliated customers      
Net sales to unaffiliated customers $ 8,755.7 $ 8,364.3 $ 9,039.3
U.S.      
Net sales to unaffiliated customers      
Net sales to unaffiliated customers 2,613.4 2,578.3 2,565.9
Europe, the Middle East and North Africa      
Net sales to unaffiliated customers      
Net sales to unaffiliated customers 2,418.6 2,306.7 2,683.6
Asia      
Net sales to unaffiliated customers      
Net sales to unaffiliated customers 2,763.1 2,545.2 2,817.2
Latin America      
Net sales to unaffiliated customers      
Net sales to unaffiliated customers 599.8 582.3 605.7
Other      
Net sales to unaffiliated customers      
Net sales to unaffiliated customers 360.8 351.8 366.9
Operating Segments | Materials Group      
Net sales to unaffiliated customers      
Net sales to unaffiliated customers 6,013.0 5,811.3 6,495.1
Operating Segments | Materials Group | U.S.      
Net sales to unaffiliated customers      
Net sales to unaffiliated customers 1,715.6 1,687.8 1,892.1
Operating Segments | Materials Group | Europe, the Middle East and North Africa      
Net sales to unaffiliated customers      
Net sales to unaffiliated customers 2,091.0 2,007.1 2,396.2
Operating Segments | Materials Group | Asia      
Net sales to unaffiliated customers      
Net sales to unaffiliated customers 1,388.0 1,315.2 1,390.3
Operating Segments | Materials Group | Latin America      
Net sales to unaffiliated customers      
Net sales to unaffiliated customers 489.7 474.2 470.1
Operating Segments | Materials Group | Other      
Net sales to unaffiliated customers      
Net sales to unaffiliated customers 328.7 327.0 346.4
Operating Segments | Solutions Group      
Net sales to unaffiliated customers      
Net sales to unaffiliated customers 2,742.7 2,553.0 2,544.2
Operating Segments | Solutions Group | Apparel and other      
Net sales to unaffiliated customers      
Net sales to unaffiliated customers 1,875.5 1,661.4 1,851.2
Operating Segments | Solutions Group | Identification Solutions and Vestcom      
Net sales to unaffiliated customers      
Net sales to unaffiliated customers $ 867.2 $ 891.6 $ 693.0

v3.25.0.1
SEGMENT AND DISAGGREGATED REVENUE INFORMATION - Material Group Revenue By Product (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Revenue from External Customer [Line Items]      
Net sales to unaffiliated customers $ 8,755.7 $ 8,364.3 $ 9,039.3
Materials Group | Operating Segments      
Revenue from External Customer [Line Items]      
Net sales to unaffiliated customers 6,013.0 5,811.3 6,495.1
Materials Group | Labels, graphics and reflectives | Operating Segments      
Revenue from External Customer [Line Items]      
Net sales to unaffiliated customers 5,266.0 5,076.8 5,725.7
Materials Group | Tapes and adhesives | Operating Segments      
Revenue from External Customer [Line Items]      
Net sales to unaffiliated customers 676.0 665.3 696.3
Materials Group | Other | Operating Segments      
Revenue from External Customer [Line Items]      
Net sales to unaffiliated customers $ 71.0 $ 69.2 $ 73.1

v3.25.0.1
SEGMENT AND DISAGGREGATED REVENUE INFORMATION - Narrative (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]      
Net sales $ 8,755.7 $ 8,364.3 $ 9,039.3
Long-lived assets $ 1,814.2 $ 1,826.0  
Ten Customer | Net Sales | Revenue from rights concentration risk      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Concentration risk percentage 16.00% 16.00% 16.00%
China Including Hong Kong      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Net sales $ 1,400.0 $ 1,300.0 $ 1,500.0
Long-lived assets $ 288.0 $ 305.0  

v3.25.0.1
SEGMENT AND DISAGGREGATED REVENUE INFORMATION - Segment Results and Reconciliation to Income before Taxes (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Segment and disaggregated revenue information [Line Items]      
Net sales $ 8,755.7 $ 8,364.3 $ 9,039.3
Operating Segments      
Segment and disaggregated revenue information [Line Items]      
Segment adjusted operating income 1,214.0 1,041.2 1,156.0
Materials Group | Operating Segments      
Segment and disaggregated revenue information [Line Items]      
Net sales 6,013.0 5,811.3 6,495.1
Segment expense 5,088.3 5,022.1 5,649.2
Segment adjusted operating income 924.7 789.2 845.9
Solutions Group | Operating Segments      
Segment and disaggregated revenue information [Line Items]      
Net sales 2,742.7 2,553.0 2,544.2
Segment expense 2,453.4 2,301.0 2,234.1
Segment adjusted operating income $ 289.3 $ 252.0 $ 310.1

v3.25.0.1
SEGMENT AND DISAGGREGATED REVENUE INFORMATION - Segment Expenses (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Revenue from External Customer [Line Items]      
Other expense (income), net and other items $ (71.6) $ (180.9) $ 0.6
Interest expense (117.0) (119.0) (84.1)
Other non-operating expense (income), net 26.7 30.8 9.4
Income before taxes 953.5 694.7 999.3
Operating Segments      
Revenue from External Customer [Line Items]      
Segment adjusted operating income 1,214.0 1,041.2 1,156.0
Corporate And Reconciling Items      
Revenue from External Customer [Line Items]      
Corporate expense (91.9) (77.4) (82.6)
Other expense (income), net and other items (78.3) (180.9) 0.6
Interest expense (117.0) (119.0) (84.1)
Other non-operating expense (income), net 26.7 30.8 9.4
Materials Group | Operating Segments      
Revenue from External Customer [Line Items]      
Segment adjusted operating income 924.7 789.2 845.9
Solutions Group | Operating Segments      
Revenue from External Customer [Line Items]      
Segment adjusted operating income $ 289.3 $ 252.0 $ 310.1

v3.25.0.1
SEGMENT AND DISAGGREGATED REVENUE INFORMATION - Additional Financial Information by Reportable Segment (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Segment and disaggregated revenue information [Line Items]      
Net sales to unaffiliated customers $ 8,755.7 $ 8,364.3 $ 9,039.3
Capital expenditures 217.1 266.5 297.5
Depreciation and amortization expense 312.2 298.4 290.7
Intersegment sales      
Segment and disaggregated revenue information [Line Items]      
Net sales to unaffiliated customers (215.1) (192.6) (174.5)
Materials Group      
Segment and disaggregated revenue information [Line Items]      
Capital expenditures 96.3 117.8 153.5
Depreciation and amortization expense 130.9 127.8 135.8
Materials Group | Intersegment sales      
Segment and disaggregated revenue information [Line Items]      
Net sales to unaffiliated customers (162.8) (157.1) (137.1)
Solutions Group      
Segment and disaggregated revenue information [Line Items]      
Capital expenditures 120.8 148.7 144.0
Depreciation and amortization expense 181.3 170.6 154.9
Solutions Group | Intersegment sales      
Segment and disaggregated revenue information [Line Items]      
Net sales to unaffiliated customers $ (52.3) $ (35.5) $ (37.4)

v3.25.0.1
SEGMENT AND DISAGGREGATED REVENUE INFORMATION - Other Expense (Income), Net by Type (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Restructuring charges, net of reversals:      
Restructuring charges $ 41.9 $ 79.4 $ 7.7
Other items:      
Losses from Argentine peso remeasurement and Blue Chip Swap transactions 16.4 29.9 0.0
(Gain) loss on venture investments 19.2 1.5 (13.5)
Outcomes of legal matters and settlements, net (6.2) 64.3 6.3
Transaction and related costs 0.3 5.3 0.3
(Gain) loss on sales of assets 0.0 0.5 (1.4)
Other expense (income), net 71.6 180.9 (0.6)
Infringement of patent      
Other items:      
Outcomes of legal matters and settlements, net   56.3  
Severance and related costs      
Restructuring charges, net of reversals:      
Restructuring charges 35.4 70.8 7.6
Asset impairment and lease cancellation charges      
Restructuring charges, net of reversals:      
Restructuring charges $ 6.5 $ 8.6 $ 0.1

v3.25.0.1
SEGMENT AND DISAGGREGATED REVENUE INFORMATION - Long-lived Assets (Details) - USD ($)
$ in Millions
Dec. 28, 2024
Dec. 30, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets $ 1,814.2 $ 1,826.0
U.S.    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets 642.7 662.8
Non-U.S.    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets $ 1,171.5 $ 1,163.2

v3.25.0.1
SUPPLEMENTAL FINANCIAL INFORMATION - Inventories (Details) - USD ($)
$ in Millions
Dec. 28, 2024
Dec. 30, 2023
Inventories    
Raw materials $ 435.0 $ 415.4
Work-in-progress 224.9 238.2
Finished goods 318.2 267.1
Inventories $ 978.1 $ 920.7

v3.25.0.1
SUPPLEMENTAL FINANCIAL INFORMATION - Property, Plant and Equipment, Net (Details) - USD ($)
$ in Millions
Dec. 28, 2024
Dec. 30, 2023
Property, plant and equipment    
Property, plant and equipment $ 3,993.5 $ 3,970.4
Accumulated depreciation (2,406.8) (2,344.6)
Property, plant and equipment, net 1,586.7 1,625.8
Land    
Property, plant and equipment    
Property, plant and equipment 35.1 35.9
Buildings and improvements    
Property, plant and equipment    
Property, plant and equipment 852.3 817.9
Machinery and equipment    
Property, plant and equipment    
Property, plant and equipment 2,903.4 2,799.5
Construction-in-progress    
Property, plant and equipment    
Property, plant and equipment $ 202.7 $ 317.1

v3.25.0.1
SUPPLEMENTAL FINANCIAL INFORMATION - Software (Details) - Total software - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Capitalized software costs      
Cost $ 360.0 $ 362.4  
Accumulated amortization (249.3) (257.9)  
Software, net 110.7 104.5  
Software amortization expense $ 25.1 $ 23.4 $ 29.5

v3.25.0.1
SUPPLEMENTAL FINANCIAL INFORMATION - Cloud Computing Arrangements (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Inventory Disclosure [Abstract]    
Cost $ 97.1 $ 59.8
Accumulated amortization (17.9) (9.4)
Capitalized implementation costs, net 79.2 50.4
Capitalized implementation cost expense $ 8.0 $ 4.5

v3.25.0.1
SUPPLEMENTAL FINANCIAL INFORMATION - Allowance of credit losses (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Change in Allowance for Credit Losses      
Balance at beginning of year $ 34.4 $ 34.4  
Provision for credit losses 4.6 4.4 $ 6.9
Amounts written off (8.9) (6.3)  
Other, including foreign currency translation (1.1) 1.9  
Balance at end of year 29.0 34.4 34.4
Reversal of credit losses $ (4.6) $ (4.4) $ (6.9)

v3.25.0.1
SUPPLEMENTAL FINANCIAL INFORMATION - Research and Development, Supplemental Cash Flow Information and Deferred Revenue (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Research and Development      
Research and development expense $ 137.8 $ 135.8 $ 136.1
Cash paid for interest and income taxes      
Interest 111.8 109.9 80.9
Income taxes, net of refunds 226.8 234.9 $ 204.8
Deferred Revenue      
Other current liabilities 15.5 18.1  
Long-term retirement benefits and other liabilities 1.2 1.3  
Total deferred revenue $ 16.7 $ 19.4  

v3.25.0.1
SUPPLEMENTAL FINANCIAL INFORMATION - Narrative (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Supplemental Financial Information      
Revenue recognized during the period $ 17.5 $ 21.0 $ 23.5
Supplier Finance Program, Obligation, Current, Statement of Financial Position [Extensible Enumeration] Accounts payable Accounts payable  
Supplier finance program, obligation, current $ 384.6 $ 397.4  
Loss on blue chip swap transactions $ 10.0    

v3.25.0.1
SUPPLEMENTAL FINANCIAL INFORMATION - Supplier Finance Programs (Details)
$ in Millions
12 Months Ended
Dec. 28, 2024
USD ($)
Supplier Finance Program, Obligation [Roll Forward]  
Balance at beginning of year $ 397.4
Invoices confirmed during the year 1,339.3
Invoices paid during the year (1,328.9)
Other, including foreign currency translation (23.2)
Balance at end of year $ 384.6

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