Item 1.01 Entry into a Material Definitive Agreement.

On March 15, 2023, Avery Dennison Corporation, a Delaware corporation (the "Company"), closed its previously announced issuance of $400,000,000 aggregate principal amount of 5.750% senior notes due 2033 (the "Notes"). The net proceeds from the offering, after deducting underwriting discounts and estimated offering expenses, were approximately $394.8 million. The Company intends to use the net proceeds of the offering to repay existing indebtedness under its commercial paper programs, to repay the $250 million aggregate principal amount of its 3.350% senior notes due 2023 when they mature on April 15, 2023 and for general corporate purposes.

The offering of the Notes was registered under an effective Registration Statement on Form S-3 filed by the Company on April 22, 2022 (Registration No. 333-264452). The Notes were issued pursuant to an indenture, dated as of November 20, 2007, as supplemented by a ninth supplemental indenture, dated as of March 15, 2023 (as supplemented, the "Indenture"), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. The Notes bear interest at a rate of 5.750% per year and will mature on March 15, 2033. The Notes are payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2023.

The Company may redeem the Notes, in whole or in part, at any time, at a redemption price equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed and (b) a "make-whole" amount as described in the Indenture, plus in either case accrued and unpaid interest to, but not including, the redemption date; provided, however, that, if the Company redeems any Notes on or after December 15, 2023, 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 to, but not including, the redemption date.

In the event of a change of control triggering event as described in the Indenture, the Company would be required to offer to repurchase the Notes at a price equal to 101% of the principal amount plus accrued and unpaid interest to, but not including, the repurchase date.

The Notes are unsecured and unsubordinated obligations of the Company. The Notes rank equally and ratably with all of the Company's other existing and future unsecured and unsubordinated indebtedness and other liabilities; senior in right of payment to all of the Company's future subordinated indebtedness, if any; effectively junior to all of the Company's future secured indebtedness, if any, to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all existing and future indebtedness and other liabilities of the Company's subsidiaries. The descriptions of the Indenture and the Notes contained herein are summaries and are qualified in their entirety by the Indenture and Notes attached hereto as Exhibits 4.1 and 4.2, which are incorporated by reference.

Attached hereto as exhibits are the agreements and opinion relating to the offering. The exhibits are expressly incorporated by reference and into the aforementioned Registration Statement on Form S-3, and any amendments thereto.

Item 2.03 Creation of Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

The disclosure in Item 1.01 above is incorporated in this section by reference.

Item 9.01 Financial Statements and Exhibits.





Exhibit
Number                                   Exhibit Title

4.1            Indenture between Avery Dennison Corporation and The Bank of New
             York Trust Company, N.A., as Trustee, dated as of November 20, 2007
             (incorporated by reference to Exhibit 4.2 to the Company's Current
             Report on Form 8-K filed on November 20, 2007).

4.2            Ninth Supplemental Indenture between Avery Dennison Corporation and
             The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as
             of March 15, 2023 (including Form of 5.750% Senior Notes due 2033 on
             Exhibit A thereto).

5.1            Opinion of Latham & Watkins LLP.

23.1           Consent of Latham & Watkins LLP (included in Exhibit 5.1).

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

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