Item 1.01 Entry into a Material Definitive Agreement.

On January 24, 2023, Avery Dennison Corporation, a Delaware corporation (the "Company"), entered into Amendment No. 2 to Credit Agreement (the "Amendment") with the lenders party thereto, Bank of America, N.A., as administrative agent (the "Administrative Agent"), and Mizuho Bank, Ltd., as syndication agent, which amends that certain Fifth Amended and Restated Credit Agreement dated as of February 13, 2020 (as amended by that certain First Amendment dated as of August 9, 2021, the "Existing Credit Agreement," and as further amended by the Amendment, the "Credit Agreement,"), to (i) replace the benchmark reference rate of Eurocurrency Rate with (x) Term SOFR for borrowings denominated in U.S. Dollars, and (y) Alternative Currency Term Rate (which is SONIA for borrowings denominated in Sterling, EURIBOR for borrowings denominated in Euros, or such benchmark reference rate with respect to any other currency (other than Euros, Sterling, or U.S. Dollars) as approved by the Administrative Agent), (ii) utilize the one-year maturity extension option under the Existing Credit Agreement to extend the maturity date from February 13, 2025 to February 13, 2026, and (iii) incur additional revolving commitments in the amount of $400 million for total commitments under the Credit Agreement of $1,200 million. The terms "Alternative Currency Term Rate," "EURIBOR," "Eurocurrency Rate," "SONIA," and "Term SOFR" have meanings customary for financings of this type.

The Credit Agreement contains customary affirmative and negative covenants, including limitations on mergers, asset sales, liens, investments, and subsidiary indebtedness.

The summary of the Credit Agreement contained herein is qualified in its entirety by reference to the terms of the Credit Agreement, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.





Exhibit
Number                                   Exhibit Title

 10.1          Amendment No. 2 to Credit Agreement, dated as of January 24, 2023,
             by and among Avery Dennison Corporation, a Delaware corporation, as
             the borrower, Bank of America, N.A., as the administrative agent, and
             the other lenders party thereto.

  104        Cover Page Interactive Data File (formatted as Inline XBRL and
             contained in Exhibit 101)

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