Obligation Avery Dennison Corp 3.35% ( US053611AG44 ) en USD

Avery Dennison Corp

100.5 % ⇌

Etats-unis

US053611AG44 ( en USD )

3.35% par an ( paiement semestriel )

14/04/2023 - Obligation échue

Prospectus brochure de l'obligation Avery Dennison Corp US053611AG44 en USD 3.35%, échue

2 000 USD

250 000 000 USD

053611AG4

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

L'Obligation émise par Avery Dennison Corp ( Etats-unis ) , en USD, avec le code ISIN US053611AG44, paye un coupon de 3.35% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2023

L'Obligation émise par Avery Dennison Corp ( Etats-unis ) , en USD, avec le code ISIN US053611AG44, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Avery Dennison Corp ( Etats-unis ) , en USD, avec le code ISIN US053611AG44, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
TABLE OF CONTENTS
CALCULATION OF REGISTRATION FEE

Maximum
Amount of
Title of Each Class of
Maximum Amount
Offering Price
Aggregate
Amount of
Securities to be Registered

to be Registered

Per Note

Offering Price

Registration Fee(1)

3.35% Senior Notes due
2023
$250,000,000 99.898%
$249,745,000 $34,065.22

(1)
The filing fee of $34,065.22 is calculated in accordance with Rules 457(o) and 457(r) of the Securities Act of 1933, as amended.
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-169954
PROSPECTUS SUPPLEMENT
(To prospectus dated October 15, 2010)
$250,000,000
3.35% Senior Notes due 2023
We are offering $250,000,000 aggregate principal amount of 3.35% Senior Notes due 2023. Interest on the notes will be payable semi-annually in arrears on
April 15 and October 15 of each year, beginning October 15, 2013. The notes will mature on April 15, 2023 unless redeemed prior to that date. We may redeem all or
part of the notes at any time or from time to time prior to maturity at the redemption price specified in this prospectus supplement. In the event of a Change of Control
Triggering Event as described herein, the holders of the notes may require us to purchase all or part of their notes at the purchase price specified in this prospectus
supplement.
The notes will be our unsecured and unsubordinated obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness and
other liabilities from time to time outstanding. The notes will be structurally subordinated to all indebtedness and other liabilities of our subsidiaries.
The notes are new issues of securities with no established trading market. Currently, there is no public market for the notes. We do not intend to apply for
listing of the notes on a national securities exchange or for inclusion of the notes on any automated dealer quotation system. The notes will be issued in minimum
denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Investing in the notes involves risks that are described in the "Risk Factors" section of this prospectus supplement
beginning on page S-6 of this prospectus supplement.
Public offering
Underwriting
Proceeds, before

price(1)

discount

expenses

Per note

99.898%
0.650%
99.248%
Total
$ 249,745,000 $ 1,625,000 $ 248,120,000
(1)
Plus accrued interest from April 8, 2013, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
Delivery of the notes will be made in book-entry form only. The notes will be delivered on or about April 8, 2013 through the facilities of The Depository
Trust Company and its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., against payment in New York, New York.
Joint Book-Running Managers
BofA Merrill Lynch

J.P. Morgan
RBS

Wells Fargo Securities
Co-Managers
HSBC

Mitsubishi UFJ Securities
The date of this prospectus supplement is April 3, 2013.
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You should rely only on the information contained or incorporated or deemed to be incorporated by reference in this prospectus supplement, the
accompanying prospectus and any free writing prospectus that we may provide to you. Neither we nor the underwriters have authorized any other person to
provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the
underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information
appearing in this prospectus supplement, the accompanying prospectus and any free writing prospectus is accurate as of the date on its respective cover, and
that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our
business, financial condition, results of operations, cash flows and prospects may have changed since those dates.
Table of Contents

Page
Prospectus Supplement

About this Prospectus Supplement
S-ii

Forward-Looking Statements
S-iii

Incorporation of Documents by Reference
S-iv

Summary
S-1

Risk Factors
S-6

Use of Proceeds
S-9

Capitalization
S-10

Description of the Notes
S-11

Material U.S. Federal Income Tax Consequences
S-28

Underwriting
S-32

Legal Matters
S-35

Experts
S-35
Prospectus

About this Prospectus
1

Where You Can Find More Information
1

Incorporation of Documents by Reference
2

Forward-Looking Statements
2

Avery Dennison Corporation
3

Ratio of Earnings to Fixed Charges
4

Use of Proceeds
4

Description of Securities
5

Description of Common Stock and Preferred Stock
5

Validity of the Securities
7

Experts
7
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About this Prospectus Supplement
This document is in two parts. The first part, which is the prospectus supplement, describes the specific terms of this offering and the notes offered. The second
part, which is the accompanying prospectus, gives more general information, some of which may not apply to this offering. If the description of the offering varies
between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.
Before purchasing any of the notes, you should carefully read both this prospectus supplement and the accompanying prospectus, together with the additional
information described in this prospectus supplement under "Incorporation of Documents by Reference" and in the accompanying prospectus under "Where You Can Find
More Information" and "Incorporation of Documents by Reference."
You should rely only on the information we provide or incorporate by reference in this prospectus supplement and the accompanying prospectus. Neither we
nor the underwriters have authorized any other person to provide you with different information. We are offering to sell the notes offered by this prospectus supplement,
and seeking offers to buy the notes, only in jurisdictions where offers and sales are permitted. The information contained in this prospectus supplement is accurate only
as of the date of this prospectus supplement, regardless of the time of delivery of this prospectus supplement or any sales of the notes. The information contained in any
document incorporated or deemed incorporated by reference is accurate as of the date of the applicable document.
References to the "Company", "we," "our" and "us" and similar terms mean Avery Dennison Corporation and its subsidiaries, unless the context otherwise
requires. References to "Avery Dennison" mean Avery Dennison Corporation, unless the context otherwise requires.
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Forward-Looking Statements
This prospectus supplement and the accompanying prospectus and the information incorporated or deemed incorporated herein and therein by reference may
contain "forward-looking" statements intended to qualify for the safe harbor from liability established by 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. These 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.
Certain risks and uncertainties are discussed in more detail under "Risk Factors" in this prospectus supplement and Part I, Item 1A. "Risk Factors" and Part II,
Item 7 "Management's Discussion and Analysis of Results of Operations and Financial Condition" in our Annual Report on Form 10-K for the fiscal year ended
December 29, 2012, and include, but are not limited to, risks and uncertainties relating to the following: fluctuations in demand affecting sales to customers; the
financial condition and inventory strategies of customers; changes in customer order patterns; worldwide and local economic conditions; fluctuations in cost and
availability of raw materials; our ability to generate sustained productivity improvement; our ability to achieve and sustain targeted cost reductions; impact of
competitive products and pricing; loss of significant contracts or customers; collection of receivables from customers; selling prices; business mix shifts; changes in tax
laws and regulations, and uncertainties associated with interpretations of such laws and regulations; outcome of tax audits; timely development and market acceptance
of new products, including sustainable or sustainably-sourced products; investment in development activities and new production facilities; fluctuations in foreign
currency exchange rates and other risks associated with foreign operations; integration of acquisitions and completion of pending dispositions; amounts of future
dividends and share repurchases; customer and supplier concentrations; successful implementation of new manufacturing technologies and installation of manufacturing
equipment; disruptions in information technology systems; successful installation of new or upgraded information technology systems; volatility of financial markets;
impairment of capitalized assets, including goodwill and other intangibles; credit risks; our ability to obtain adequate financing arrangements and maintain access to
capital; fluctuations in interest and tax rates; fluctuations in pension, insurance and employee benefit costs; impact of legal and regulatory proceedings, including with
respect to environmental, health and safety; changes in governmental laws and regulations; changes in political conditions; impact of epidemiological events on the
economy and our customers and suppliers; acts of war, terrorism, and natural disasters; and other factors.
The forward-looking statements included in this prospectus supplement, the accompanying prospectus and the documents incorporated and deemed
incorporated by reference herein and therein, are made only as of their respective dates, and we assume no duty to update the forward-looking statements to reflect new,
changed or unanticipated events or circumstances, other than as may be required by law.
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Incorporation of Documents by Reference
The rules of the U.S. Securities and Exchange Commission (the "SEC") allow us to "incorporate by reference" information into this prospectus supplement,
which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by
reference is deemed to be part of this prospectus supplement, and later information that we file with the SEC will automatically update and supersede that information.
Any statement contained in a previously filed document incorporated by reference shall be deemed to be modified or superseded for purposes of this prospectus
supplement to the extent that a statement contained in this prospectus supplement modifies or replaces that statement. We incorporate by reference our documents listed
below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") between the date of this prospectus supplement and the termination of the offering of the notes described in this prospectus supplement. We are not, however,
incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed "filed" with the SEC:
·
our Annual Report on Form 10-K for the fiscal year ended December 29, 2012 (including information specifically incorporated by reference therein
from our Proxy Statement on Schedule 14A dated March 8, 2013 and from our Annual Report to shareholders for the fiscal year ended December 29,
2012); and
·
our Current Reports on Form 8-K filed with the SEC on January 30, 2013 (containing items 1.01, 8.01 and 9.01), February 28, 2013 and March 29,
2013.
You may request a free copy of any of the documents incorporated by reference in this prospectus supplement (other than exhibits, unless they are specifically
incorporated by reference in the documents) by writing or telephoning us at the following address:
Corporate Secretary
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103
(626) 304-2000
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Summary
In this summary, we have highlighted certain information in this prospectus supplement and the accompanying prospectus. This summary may not contain
all of the information that is important to you. To understand the terms of the notes, as well as the considerations that are important to you in making your
investment decision, you should carefully read this entire prospectus supplement and the accompanying prospectus including the discussion under "Risk Factors"
in this prospectus supplement and Part I, Item IA. "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 29, 2012, to determine
whether an investment in the notes is appropriate for you. You should also read the documents we referred to under "Incorporation of Documents by Reference" in
this prospectus supplement.
Avery Dennison Corporation
We are a recognized industry leader that develops innovative identification and decorative solutions for businesses and consumers worldwide. Headquartered
in Pasadena, California, we are a FORTUNE 500 Company with net sales of $6.0 billion for 2012. As of December 29, 2012, we had approximately 29,800 employee
in over 50 countries who develop, manufacture and market a wide range of products for both consumer and industrial markets. Our businesses include the production o
pressure-sensitive materials, and a variety of tickets, tags, labels and other converted products, and office and consumer products. Some pressure-sensitive materials
are sold to label printers and converters that "convert" the materials into labels and other products through embossing, printing, stamping and die-cutting. Some are sold
by us in converted form as printable media, tapes and reflective sheeting. We also manufacture and sell a variety of office and consumer products, other converted
products and items not involving pressure-sensitive components, such as binders, organizing systems, markers, fasteners and business forms, as well as tickets, tags,
radio-frequency identification inlays and tags, and imprinting equipment and related services for retailers and apparel manufacturers.
On January 29, 2013, Avery Dennison and certain of its wholly-owned subsidiaries entered into a Purchase Agreement, dated as of January 29, 2013 (the
"Purchase Agreement"), with CCL Industries Inc. and certain of its subsidiaries (collectively, "CCL"). Under the terms and subject to the conditions set forth in the
Purchase Agreement, CCL agreed to purchase the Company's Office and Consumer Products business (the "OCP Business") and Designed and Engineered Solutions
business (the "DES Business") for a total purchase price of $500 million in cash, subject to adjustment in accordance with the terms of the Purchase Agreement. The
Company's financial statements incorporated by reference into this prospectus supplement reflect the operating results of the OCP Business as discontinued operations.
The DES Business' operating results are expected to be classified as discontinued operations beginning in the first quarter of 2013.
Avery Dennison is a Delaware corporation whose principal executive offices are located at 150 North Orange Grove Boulevard, Pasadena, California 91103
Our main telephone number is (626) 304-2000. Our website address is www.averydennison.com. The information on or accessible from our website is not and should
not be considered part of, nor is it incorporated by reference into, this prospectus supplement or the accompanying prospectus.

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The Offering
Issuer
Avery Dennison Corporation, a Delaware corporation
Securities offered
$250,000,000 aggregate principal amount of 3.35% Senior Notes due 2023.
Maturity
The notes will mature on April 15, 2023.
Interest rate
The notes will bear interest at a rate of 3.35% per year.
Interest payment dates
Interest on the notes will be payable on April 15 and October 15 of each year, commencing on October 15, 2013. Interest
will accrue from the issue date of the notes.
Optional redemption
At our option, we may redeem the notes, in whole or in part, 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) a "make-whole" amount described
elsewhere in this prospectus supplement, plus in either case accrued and unpaid interest to, but not including, the redemptio
date; provided, however, that if we redeem any notes on or after January 15, 2023 (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 to, but not including, the redemption date. See "Description of the Notes--
Optional Redemption."
Change of control offer
In the event of a Change of Control Triggering Event as described herein, we will be required to offer to repurchase the
notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the
repurchase date. See "Description of the Notes--Change of Control Offer."
Ranking
The notes will:

· rank equally in right of payment 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;

· be effectively junior to all of our secured indebtedness, if any, to the extent of the value of the assets securing such
indebtedness; and

· be structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries.

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As of December 29, 2012, as adjusted to give effect to this offering and any other transactions set forth under
"Capitalization," we had indebtedness and capitalized lease obligations of approximately $1.2 billion and no outstanding
secured indebtedness. As of December 29, 2012, our subsidiaries had approximately $335.6 million of indebtedness and
capitalized lease obligations.
Covenants
The indenture contains covenants that, among other things, restrict our ability to:

· incur debt secured by liens; and

· enter into sale and leaseback transactions.

These covenants are, however, subject to significant exceptions. See "Description of the Notes--Covenants."

The indenture governing the notes will otherwise permit us to incur additional indebtedness. In addition, our subsidiaries
may also create and issue debt securities that will be structurally senior to the notes.
Further issues
Avery Dennison may from time to time, without notice to or the consent of the holders of the notes, create and issue
additional debt securities having the same terms as and ranking equally and ratably with the notes in all respects, as
described under "Description of the Notes--Further Issues," provided that in certain cases such additional notes may be
issued under a different CUSIP number.
Form and denomination
The notes will be issued in fully registered form in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.
Book-entry form
The notes will be issued in book-entry form and will be represented by permanent global certificates deposited with, or on
behalf of, The Depository Trust Company ("DTC") and registered in the name of Cede & Co., DTC's nominee. Beneficial
interests in the notes will be shown on, and transfers will be effected only through, records maintained by DTC or its
nominee; and these interests may not be exchanged for certificated notes, except in limited circumstances. See "Description
of the Notes--Book-Entry Procedures."
Use of proceeds
We estimate that we will receive net proceeds from this offering of approximately $247.5 million, after deducting
underwriting discounts and estimated offering expenses.

We intend to use the net proceeds of the offering for repaying existing indebtedness under our commercial paper program.
No listing
We do not intend to list the notes on any securities exchange.
Trustee
The Bank of New York Mellon Trust Company, N.A.

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Risk factors
You should carefully consider all of the information in this prospectus supplement and the accompanying prospectus. See
"Risk Factors" in this prospectus supplement, and Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for
the fiscal year ended December 29, 2012, which is incorporated herein by reference. See also "Forward-Looking
Statements."
For a complete description of the terms of the notes, see "Description of the Notes."

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