AVERY DENNISON CORPORATION (NYSE:AVY) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive
Agreement.

On March3, 2017, Avery Dennison Corporation, a Delaware
corporation (the Company), closed the previously announced sale
of 500,000,000 aggregate principal amount of the Companys 1.250%
Senior Notes due 2025 (the Notes). The net proceeds from the
offering, after deducting the underwriting discount and estimated
offering expenses, were approximately 495.6 million. Of the net
proceeds, approximately 200 million are being used to repay
commercial paper borrowings with maturities under 180 days that
we used to finance a portion of our acquisition of the European
business of Mactac in August2016 with the remainder being used
for general corporate purposes, which may include the repayment
of other indebtedness, including our 6.625% Guaranteed Notes due
2017, acquisitions, including the acquisitions of Hanita Coatings
and Yongle Tape Company Ltd., capital expenditures, working
capital and any other corporate purpose.

The offering of the Notes was registered under an effective
Registration Statement on FormS-3 (Registration No.333-211029).
The Notes were issued to an indenture, dated as of November20,
2007, as supplemented by a fourth supplemental indenture, dated
as of March3, 2017 (as supplemented, the Indenture), between the
Company and The Bank of New York Mellon Trust Company, N.A., as
Trustee. The Notes will bear interest at a rate of 1.250% per
year, payable annually in arrears in cash on March3 of each year,
beginning on March3, 2018. The Notes will mature on March3, 2025.
The Company may redeem some or all of the Notes at any time, at a
price equal to the greater of (a)50% 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 December3,
2024, the redemption price for the Notes will be equal to 50% of
the principal amount of the Notes to be redeemed, plus accrued
and unpaid interest to, but not including, the redemption date.
If a change of control triggering event as described in the
Indenture occurs, the Company will 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 the Companys unsecured and unsubordinated
obligations. The Notes rank equally in right of payment with all
of the Companys other existing and future unsecured and
unsubordinated indebtedness and other liabilities; senior in
right of payment to all of the Companys existing and future
subordinated indebtedness, if any; effectively junior to all of
the Companys 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 Companys subsidiaries. A copy of the Indenture
is attached hereto, and is hereby filed. 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 4.2 and 4.3, respectively.

Attached hereto as exhibits are the agreements and opinions
relating to the offering. The exhibits are expressly incorporated
herein and into the Registration Statement on FormS-3, and any
amendments thereto, filed by the Company on April29, 2016.

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

The disclosures in Item 1.01 above are incorporated in this
section by reference.

Item 9.01 Financial Statements and Exhibits.

About AVERY DENNISON CORPORATION (NYSE:AVY)

Avery Dennison Corporation (Avery Dennison) is engaged in the production of pressure-sensitive materials and a range of tickets, tags, labels and other converted products. The Company’s 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. The Company’s operational segments include Pressure-sensitive Materials (PSM), Retail Branding and Information Solutions (RBIS), and Vancive Medical Technologies (Vancive). It also sells pressure-sensitive materials in converted form as tapes and reflective sheeting. It also manufactures and sells a range of other converted products and items not involving pressure-sensitive components, such as fasteners, tickets, tags, radio-frequency identification (RFID) inlays and tags, and imprinting equipment and related services, which it markets to retailers, and apparel manufacturers and brand owners.

AVERY DENNISON CORPORATION (NYSE:AVY) Recent Trading Information

AVERY DENNISON CORPORATION (NYSE:AVY) closed its last trading session down -0.01 at 81.76 with 590,361 shares trading hands.