Obligation Aver Dennison Corp 2.65% ( US053611AK55 ) en USD

Aver Dennison Corp

100 % ▲

Etats-unis

US053611AK55 ( en USD )

2.65% par an ( paiement semestriel )

29/04/2030

Prospectus brochure de l'obligation Avery Dennison Corp US053611AK55 en USD 2.65%, échéance 29/04/2030

2 000 USD

500 000 000 USD

053611AK5

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

30/10/2025 ( Dans 119 jours )

Avery Dennison Corporation est une société mondiale de matériaux et de solutions d'étiquetage et d'identification, proposant une large gamme de produits et services pour divers secteurs.

L'Obligation émise par Aver Dennison Corp ( Etats-unis ) , en USD, avec le code ISIN US053611AK55, paye un coupon de 2.65% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/04/2030

L'Obligation émise par Aver Dennison Corp ( Etats-unis ) , en USD, avec le code ISIN US053611AK55, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Aver Dennison Corp ( Etats-unis ) , en USD, avec le code ISIN US053611AK55, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-231039
CALCULATION OF REGISTRATION FEE

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

Registered

Per Security
Offering Price
Registration Fee(1)

2.650% Senior Notes due 2030
$500,000,000

99.570% $497,850,000 $
64,620.93

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents

Prospectus Supplement
(To prospectus dated April 26, 2019)
$500,000,000
Avery Dennison Corporation
2.650% Senior Notes due 2030
We are offering $500,000,000 aggregate principal amount of 2.650% Senior Notes due 2030. Interest on the notes will be payable semi-annually in
arrears on April 30 and October 30 of each year, beginning April 30, 2020. The notes will mature on April 30, 2030 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

99.570%

0.650%

98.920%
Total

$ 497,850,000
$ 3,250,000
$ 494,600,000

(1)
Plus accrued interest from March 11, 2020, 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 March 11, 2020 through the facilities of The
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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 Securities

Citigroup

J.P. Morgan

HSBC

Co-Managers

Mizuho Securities

SMBC Nikko

Goldman Sachs & Co. LLC
The date of this prospectus supplement is March 4, 2020.
Table of Contents
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
Prospectus Supplement

Page
About this Prospectus Supplement
S-ii
Forward-Looking Statements
S-iii
Incorporation of Documents by Reference
S-iv
Summary
S-1
The Offering
S-2
Summary Financial Data
S-5
Risk Factors
S-6
Use of Proceeds
S-9
Capitalization
S-10
Description of the Notes
S-11
Certain ERISA Considerations
S-27
Material U.S. Federal Income Tax Consequences
S-29
Underwriting
S-34
Legal Matters
S-39
Experts
S-39
Prospectus

Page
About this Prospectus

1
Risk Factors

1
Where You Can Find More Information

2
Incorporation of Certain Documents by Reference

3
Forward-Looking Statements

4
Avery Dennison Corporation

5
Use of Proceeds

5
Description of Securities

6
Description of Common Stock and Preferred Stock

6
Validity of the Securities

9
Experts

9
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S-i
Table of Contents
About this Prospectus Supplement
This document has two parts. The first part, which is the prospectus supplement, describes the specific terms of the offering and the notes being
offered. The second part, which is the accompanying prospectus, gives more general information, some of which may not apply to the 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 Certain 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.
It is expected that delivery of the notes will be made against payment therefor on or about March 11, 2020, which will be the fifth business day
following the date of pricing of the notes (such settlement cycle being herein referred to as T+5). Under Rule 15c6-1 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), trades in the secondary market generally are required to settle in two business days, unless the parties to any such
trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing or the next two business days will be required,
by virtue of the fact that the notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed
settlement.
Purchasers of notes who wish to trade the notes on the date of pricing or the next two business days should consult their own advisors.

S-ii
Table of Contents
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" 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. 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.
We believe that the most significant risk factors that could affect our financial performance in the near-term include: (1) the impacts to underlying
demand for our products and/or foreign currency fluctuations from global economic conditions, political uncertainty, and changes in governmental
regulations; (2) competitors' actions, including pricing, expansion in key markets, and product offerings; (3) 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; and (4) the execution and
integration of acquisitions.
Certain risks and uncertainties that may impact us are discussed in more detail under "Risk Factors" in this prospectus supplement and "Risk
Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the
fiscal year ended December 28, 2019, and other subsequent filings, and include, but are not limited to, risks and uncertainties relating to the following:
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fluctuations in demand affecting sales to customers; worldwide and local economic and market conditions; changes in political conditions; fluctuations in
foreign currency exchange rates and other risks associated with foreign operations, including in emerging markets; changes in our markets due to
competitive conditions, technological developments, laws and regulations, and customer preferences; fluctuations in the cost and availability of raw
materials and energy; changes in governmental laws and regulations; the impact of competitive products and pricing; the financial condition and inventory
strategies of customers; our ability to generate sustained productivity improvement; our ability to achieve and sustain targeted cost reductions; loss of
significant contracts or customers; collection of receivables from customers; selling prices; business mix shift; execution and integration of acquisitions;
product and service quality; timely development and market acceptance of new products, including sustainable or sustainably-sourced products; investment
in development activities and new production facilities; amounts of future dividends and share repurchases; customer and supplier concentrations or
consolidations; fluctuations in interest and tax rates; changes in tax laws and regulations, and uncertainties associated with interpretations of such laws and
regulations; retention of tax incentives; outcome of tax audits; successful implementation of new manufacturing technologies and installation of
manufacturing equipment; disruptions in information technology systems, including cyber-attacks or other intrusions to network security; successful
installation of new or upgraded information technology systems; data security breaches; 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; the realization
of deferred tax assets; interest rates and our debt covenants; fluctuations in pension, insurance, and employee benefit costs; goodwill impairment; the
impact of legal and regulatory proceedings, including with respect to environmental, health and safety, anti-corruption and trade compliance; protection
and infringement of intellectual property; the 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.

S-iii
Table of Contents
Incorporation of Documents by Reference
We file reports, proxy statements and other information with the U.S. Securities and Exchange Commission (the "SEC"). The SEC maintains a
website at www.sec.gov that contains reports, proxy and information statements and other information about issuers, including us, who file electronically
with the SEC. Our website address is www.averydennison.com. The information on our website, however, is not, and should not be deemed to be, a part of
this prospectus supplement.
The rules of 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 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. The
following documents are incorporated by reference:

·
our Annual Report on Form 10-K for the fiscal year ended December 28, 2019 (including information specifically incorporated by reference

therein from our Annual Report to shareholders for the fiscal year ended December 28, 2019);

·
our Definitive Proxy Statement on Schedule 14A dated March 8, 2019 (but only with respect to information required by Part III of our

Annual Report on Form 10-K for the fiscal year ended December 29, 2018); and

·
our Current Reports on Form 8-K filed with the SEC on February 14, 2020 and February 28, 2020.
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
207 Goode Avenue
Glendale, California 91203
(626) 304-2000

S-iv
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Table of Contents
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 28, 2019, 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 Glendale, California, we are a FORTUNE 500 company with net sales of approximately $7.1 billion for the fiscal year ended
December 28, 2019. As of December 28, 2019, we had more than 30,000 employees in more than 50 countries who develop, manufacture and market
a wide range of products for both consumer and industrial markets. Our businesses include the production of pressure-sensitive materials and a variety
of tickets, tags, labels and other converted products. We sell most of our pressure-sensitive materials to label printers and converters that convert the
materials into labels and other products through embossing, printing, stamping and die-cutting. We sell other pressure-sensitive materials in converted
form as tapes and reflective sheeting. We also manufacture and sell a variety of other converted products and items not involving pressure-sensitive
components, such as fasteners, tickets, tags, radio-frequency identification inlays and tags, and imprinting equipment and related solutions, which
serve the apparel and other end markets.
Avery Dennison is a Delaware corporation with principal executive offices located at 207 Goode Avenue, Glendale, California 91203. 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.

S-1
Table of Contents
The Offering

Issuer
Avery Dennison Corporation, a Delaware corporation.

Securities offered
$500,000,000 aggregate principal amount of 2.650% Senior Notes due 2030.

Maturity date
The notes will mature on April 30, 2030.

Interest rate
The notes will bear interest at a rate of 2.650% per year.

Interest payment dates
Interest on the notes will be payable on April 30 and October 30 of each year, commencing
on April 30, 2020. 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
redemption date; provided, however, that if we redeem any notes on or after January 30,
2030 (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."

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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 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 future subordinated indebtedness, if any;

· be effectively junior to all of our future 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.

As of December 28, 2019, our subsidiaries had approximately $99.7 million of indebtedness

and finance lease obligations. As of December 28, 2019, as adjusted to give effect to the
offering and the use of proceeds therefrom, we had indebtedness and finance lease

S-2
Table of Contents

obligations of approximately $2.0 billion and no outstanding secured indebtedness.

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 otherwise permits 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
We may from time to time, without notice to or the consent of the holders of the notes, create
and issue additional notes having the same terms as and 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), as described under "Description of the
Notes--Further Issues," 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.

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."
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Use of proceeds
We estimate that we will receive net proceeds from the offering of approximately $493.6
million, after deducting underwriting discounts and estimated offering expenses.

We intend to use the net proceeds of the offering to repay existing indebtedness under our

commercial paper program and to repay the $250.0 million aggregate principal amount of our
5.375% senior notes when they mature on April 15, 2020.

Listing
We do not intend to list the notes on any securities exchange.

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Table of Contents
Trustee
The Bank of New York Mellon Trust Company, N.A.

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 28, 2019, 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."

S-4
Table of Contents
Summary Financial Data
The following table presents our summary historical consolidated financial data as of the dates and for the periods indicated. The consolidated
balance sheet data as of December 28, 2019 and December 29, 2018, and statement of income data for each of the three fiscal years ended
December 28, 2019, December 29, 2018 and December 30, 2017 are derived from our audited consolidated financial statements incorporated by
reference into this prospectus supplement, which have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm.
The consolidated balance sheet data as of December 30, 2017 are derived from our audited consolidated financial statements not incorporated by
reference into this prospectus supplement.
You should read this information in conjunction with the consolidated financial statements and related notes and "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 28, 2019,
which is incorporated by reference into this prospectus supplement. Our historical results of operations are not necessarily indicative of future results
of operations.

Fiscal Year Ended

Dec. 28,
Dec. 29,
Dec. 30,

2019

2018

2017

(in millions)

Consolidated Statement of Income Data:

Net sales

$ 7,070.1
$ 7,159.0
$ 6,613.8
Cost of products sold

5,166.0
5,243.5
4,801.6
Gross profit

1,904.1
1,915.5
1,812.2
Marketing, general and administrative expense

1,080.4
1,127.5
1,105.2
Interest expense

75.8

58.5

63.0
Other expense, net

53.2

69.9

36.5
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Other non-operating expense, net(1)

445.2

104.8

18.0
Income before taxes

249.5

554.8

589.5
(Benefit from) provision for income taxes

(56.7)

85.4

307.7
Equity method investment losses

(2.6)

(2.0)

--
Net income

303.6

467.4

281.8
Consolidated Balance Sheet Data (at period end):

Total assets(2)

$ 5,488.8
$ 5,177.5
$ 5,136.9
Short-term borrowings and current portion of long-term debt and finance leases

440.2

194.6

265.4
Long-term debt and finance leases

1,499.3
1771.6
1,316.3
Total shareholders' equity

1,204.0

955.1
1,046.2

(1)
Other non-operating expense, net, for 2019 and 2018 included approximately $444 million and $94 million, respectively, of pension settlement
charges primarily related to the termination of the Avery Dennison Pension Plan, our defined benefit plan in the U.S.
(2)
In the first quarter of 2019, we adopted Accounting Standards Codification ("ASU") No. 2016-02, Leases. This ASU requires lessees to
recognize on their balance sheets the rights and obligations created by leases. As allowed under this ASU, we elected to adopt it using a
modified retrospective approach. This approach applies to all leases that existed at or commenced after the date of our initial application. As
such, prior year comparative periods have not been adjusted.

S-5
Table of Contents
Risk Factors
An investment in the notes is subject to risk. Before you decide to invest in the notes, you should consider the risk factors below as well as the risk
factors discussed in Part I, Item 1A. "Risk Factors" and Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of
Operations" in our Annual Report on Form 10-K for the fiscal year ended December 28, 2019, which is incorporated herein by reference.
Risk Related to the Notes
The notes will be subject to prior claims of any of our secured creditors, if any, and your right to receive payments on the notes will be structurally
subordinated to our subsidiaries' existing and future liabilities.
The notes are our senior unsecured obligations. Holders of our secured indebtedness will have claims that are prior to your claims as holders of the
notes, to the extent of the value of the assets securing such indebtedness. The indenture governing the notes permits us and our subsidiaries to incur
additional secured indebtedness. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding, our pledged assets would be
available to satisfy obligations of our secured indebtedness before any payment could be made on the notes. To the extent that these assets could not satisfy
in full our secured indebtedness, the holders of the indebtedness would have a claim for any shortfall that would rank equally in right of payment with the
notes. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the notes. As a result, holders of the
notes may receive less, ratably, than holders of our secured indebtedness.
In addition, we currently conduct a substantial portion of our operations through our subsidiaries, and our subsidiaries have significant liabilities. We
may, and in some cases we have plans to, conduct additional operations through our subsidiaries in the future and, accordingly, the obligations of our
subsidiaries could increase. Our cash flow and our ability to service our debt, including the notes, therefore partially depends upon the earnings of our
subsidiaries, and we depend on the distribution of earnings, loans or other payments by those subsidiaries to us.
Our subsidiaries are separate legal entities. Our subsidiaries will not guarantee the notes. Accordingly, our subsidiaries have no obligation to pay any
amounts due on the notes or, subject to existing or future contractual obligations between us and our subsidiaries, to provide us with funds to meet our
payment obligations, whether by dividends, distributions, loans or other payments. In addition, any payment of dividends, distributions, loans or advances
by our subsidiaries to us could be subject to statutory or contractual restrictions and taxes. Payments to us by our subsidiaries would also be contingent
upon our subsidiaries' earnings and other business considerations.
As of December 28, 2019, our subsidiaries had approximately $99.7 million of indebtedness and finance lease obligations. As of December 28,
2019, as adjusted to give effect to the offering and the use of proceeds therefrom, we had indebtedness and finance lease obligations of approximately $2.0
billion and no outstanding secured indebtedness.
Our right to receive any assets of any of our subsidiaries upon liquidation or reorganization, and, as a result, the right of the holders of the notes to
participate in those assets, will be effectively subordinated to the claims of that subsidiary's creditors, including trade creditors and preferred stockholders,
if any. The notes do not restrict the ability of our subsidiaries to incur additional liabilities. In addition, even if we were a creditor of any of our
subsidiaries, our rights as a creditor would be subordinate to any security interest of other creditors in the assets of our subsidiaries and any indebtedness of
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our subsidiaries senior to indebtedness held by us.
The limited covenants applicable to the notes may not provide protection against some events or developments that may affect our ability to repay the
notes or the trading prices for the notes.
The indenture governing the notes, among other things, does not:

·
require us to maintain any financial ratios or specific levels of net worth or liquidity and, accordingly, does not protect holders of the notes in

the event that we experience significant adverse changes in our financial condition or results of operations;

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limit our ability to incur indebtedness, including secured indebtedness (subject to compliance with the lien covenant), that is equal in right of

payment to the notes;

·
limit our subsidiaries' ability to incur indebtedness that would be structurally senior to the notes;

·
restrict our ability to repurchase or prepay our securities; or

·
restrict our ability to make investments or to repurchase or pay dividends or make other payments in respect of our common stock or other

securities ranking junior to the notes.
For these reasons, you should not consider the lien and sale-leaseback covenants in the indenture as significant factors in evaluating whether to
invest in the notes.
Our credit ratings may not reflect all risks of your investment in the notes and our ratings may be downgraded in the future.
The credit ratings assigned to the notes are limited in scope, and do not address all material risks relating to an investment in the notes, but rather
reflect only the view of each rating agency at the time its rating is issued. We cannot assure you that these credit ratings will remain in effect for any given
period of time or that a rating will not be lowered, suspended or withdrawn entirely by the applicable rating agency, if, in the rating agency's sole
judgment, circumstances so warrant. A rating is not a recommendation to buy, sell or hold any security. Each agency's rating should be evaluated
independently of any other agency's rating. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings
are under further review for a downgrade, could affect the trading prices for, or liquidity of, the notes and increase our corporate borrowing costs.
In addition, we are subject to periodic review by independent credit rating agencies. An increase in the level of our outstanding indebtedness, or other
events that could have an adverse impact on our business, properties, financial condition, results of operations or prospects, may cause these rating agencies
to downgrade our credit rating generally, and the ratings on the notes, which could adversely impact the trading prices for, or the liquidity of, the notes.
Any downgrade could also adversely affect our cost of borrowing, limit our access to the capital markets or result in more restrictive covenants in future
debt agreements.
We may not be able to repurchase the notes upon a Change of Control Triggering Event.
Upon a Change of Control and a Rating Event (in each case, as defined in "Description of the Notes") (a "Change of Control Triggering Event"), we
will be required to make an offer to each holder of notes to repurchase all or any part of such holder's notes at a price equal to 101% of their principal
amount, plus accrued and unpaid interest, if any, to, but not including, the date of purchase. If we experience a Change of Control Triggering Event, we
may not have sufficient financial resources available to satisfy our obligations to repurchase the notes. In addition, our ability to repurchase the notes may
be limited by law or the terms of other agreements relating to our indebtedness outstanding at the time. Any failure to purchase the notes as required under
the indenture governing the notes would result in a default under the indenture, which could have material adverse consequences for us and the holders of
the notes.
An active trading market may not develop for the notes.
The notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the notes on any securities
exchange or for inclusion of the notes on any automated dealer quotation system. The underwriters have advised us that they presently intend to make a
secondary market in the notes as permitted by applicable law. However, the underwriters are not obligated to make a market in the notes and may cease
their market-making activities at any time at their discretion and without notice. In addition, the liquidity of the trading market in the notes, and the market
prices quoted for the notes, may be adversely affected by changes

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in the overall market for securities and by changes in the financial performance or the outlook or market expectations of our future performance, and/or
companies in our industry generally. As a result, we cannot assure you that an active trading market will develop or be maintained for the notes, as to the
liquidity of any markets that do develop or as to your ability to sell any notes you may own or the prices at which you may be able to sell your notes.
An increase in market interest rates could result in a decrease in the value of the notes.
In general, as market interest rates rise, notes bearing interest at a fixed rate generally decline in value because the premium, if any, over market
interest rates declines. Consequently, if you purchase fixed rate notes and market interest rates increase, the market value of your fixed rate notes may
decline. We cannot predict the future level of market interest rates.
We may redeem the notes at our option, which may adversely affect your return on the notes.
The notes are redeemable at our option, and we may, therefore, choose to redeem all or part of the notes at any time prior to the maturity date,
including at times when prevailing interest rates are relatively low. In the event that we redeem the notes prior to maturity, you may not be able to reinvest
the proceeds you receive from the redemption in a comparable security at an effective interest rate as high as the interest rate on your notes being
redeemed.
Trading in the clearing systems is subject to minimum denomination requirements.
The terms of the notes provide that notes will be issued with a minimum denomination of $2,000 and multiples of $1,000 in excess thereof. 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 any integral 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 involvement in the form of definitive notes unless and until its holding satisfies the minimum denomination requirement.

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Use of Proceeds
We estimate that we will receive net proceeds from the offering of approximately $493.6 million, after deducting the underwriting discount and
estimated offering expenses.
We intend to use the net proceeds of the offering to repay existing indebtedness under our commercial paper program and to repay the $250.0 million
aggregate principal amount of our 5.375% senior notes when they mature on April 15, 2020.
The indebtedness under our commercial paper program had a weighted average interest rate of approximately 1.234% as of December 28, 2019, with
varying short-term maturity dates. The proceeds from this short-term commercial paper indebtedness were used to finance our acquisition of Smartrac's
Transponder (RFID Inlay) Division on February 28, 2020, for approximately 227.5 million and for working capital purposes. Certain of the underwriters
may own some of the commercial paper and, to the extent the proceeds are used to pay down such commercial paper, those underwriters may receive a
portion of the proceeds.

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Capitalization
The following table sets forth, as of December 28, 2019, our cash and cash equivalents and our consolidated capitalization on

·
an actual basis; and

·
an as adjusted basis to give effect to the offering of the notes offered hereby and the use of proceeds therefrom.
You should read the following table together with the information set forth under "Summary--Summary Financial Data" in this prospectus
supplement and the consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of
Operations" in our Annual Report on Form 10-K for the fiscal year ended December 28, 2019, which are incorporated by reference in this prospectus
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