Management's Discussion and Analysis of Financial Condition and Results of
Operations, or MD&A, provides management's views on our financial condition and
results of operations and should be read in conjunction with the accompanying
unaudited Condensed Consolidated Financial Statements and notes thereto.

NON-GAAP FINANCIAL MEASURES



We report our financial results in conformity with accounting principles
generally accepted in the United States of America, or GAAP, and also
communicate with investors using certain non-GAAP financial measures.  These
non-GAAP financial measures are not in accordance with, nor are they a
substitute for or superior to, the comparable GAAP financial measures.  These
non-GAAP financial measures are intended to supplement presentation of our
financial results that are prepared in accordance with GAAP. Based upon feedback
from investors and financial analysts, we believe that the supplemental non-GAAP
financial measures we provide are useful to their assessments of our performance
and operating trends, as well as liquidity.

Our non-GAAP financial measures exclude the impact of certain events, activities
or decisions.  The accounting effects of these events, activities or decisions,
which are included in the GAAP financial measures, may make it difficult to
assess our underlying performance in a single period.  By excluding the
accounting effects, positive or negative, of certain items (e.g., restructuring
charges, legal settlements, certain effects of strategic transactions and
related costs, losses from debt extinguishments, gains or losses from
curtailment or settlement of pension obligations, gains or losses on sales of
certain assets, and other items), we believe that we are providing meaningful
supplemental information that facilitates an understanding of our core operating
results and liquidity measures.  While some of the items we exclude from GAAP
financial measures recur, they tend to be disparate in amount, frequency, or
timing.

We use these non-GAAP financial measures internally to evaluate trends in our
underlying performance, as well as to facilitate comparison to the results of
competitors for a single period.

We use the following non-GAAP financial measures in this MD&A:

Sales change ex. currency refers to the increase or decrease in net sales,

excluding the estimated impact of foreign currency translation, and, where

applicable, currency adjustment for transitional reporting of highly ? inflationary economies (Argentina). Segment results are also adjusted for the

reclassification of sales between segments. The estimated impact of foreign

currency translation is calculated on a constant currency basis, with prior

period results translated at current period average exchange rates to exclude

the effect of currency fluctuations.

Organic sales change refers to sales change ex. currency, excluding the ? estimated impact of product line exits, acquisitions and divestitures, and,

where applicable, an extra week in our fiscal year.

We believe that sales change ex. currency and organic sales change assist investors in evaluating the sales change from the ongoing activities of our businesses and enhance their ability to evaluate our results from period to period.

Free cash flow refers to cash flow provided by operating activities, less

payments for property, plant and equipment, software and other deferred

charges, plus proceeds from sales of property, plant and equipment, plus ? (minus) net proceeds from insurance and sales (purchases) of investments. Free

cash flow is also adjusted for the cash contributions related to the

termination of our U.S. pension plan. We believe that free cash flow assists

investors by showing the amount of cash we have available for debt reductions,

dividends, share repurchases, and acquisitions.

Operational working capital as a percentage of annualized current quarter net

sales refers to trade accounts receivable and inventories, net of accounts

payable, and excludes cash and cash equivalents, short-term borrowings,

deferred taxes, other current assets and other current liabilities, as well as

net current assets or liabilities held-for-sale divided by annualized current

quarter net sales. We believe that operational working capital as a

percentage of annualized current quarter net sales assists investors in ? assessing our working capital requirements because it excludes the impact of

fluctuations attributable to our financing and other activities (which affect

cash and cash equivalents, deferred taxes, other current assets, and other

current liabilities) that tend to be disparate in amount, frequency, or timing,

and that may increase the volatility of working capital as a percentage of

sales from period to period. The items excluded from this measure are not

significantly influenced by our day-to-day activities managed at the operating


  level and do not necessarily reflect underlying trends in our operations.


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OVERVIEW AND OUTLOOK

COVID-19 Pandemic

In March 2020, the World Health Organization declared the outbreak of
coronavirus/COVID-19 (collectively referred to herein as "COVID-19") a pandemic,
which has continued to spread throughout the U.S. and the world, resulting in
governmental authorities implementing numerous containment measures, including
travel bans and restrictions, quarantines, shelter-in-place orders, and business
limitations and shutdowns.

The safety and well-being of our employees has been and will continue to be our
top priority during this global crisis, followed immediately by continuing to
deliver high quality products and service to our customers. We created global,
regional, and local emergency response teams to manage immediate priorities,
recognizing that some of our businesses serve a critical role in supply chains
for essential goods such as food, hygiene, and pharmaceutical products, as well
as e-commerce. To support the health and well-being of our employees, customers,
partners and communities, the vast majority of our office-based employees are
working remotely and some of our operations have limited production or ceased
operations for short periods of time. We leveraged learnings from our early
experience in China to develop safety protocols for our manufacturing facilities
to re-open and/or remain operational, and established work-from-home protocols
for office workers. To support the well-being of our employees, we ensured that
they continued to receive full pay during the initial weeks of facility
closures, and, where closures were later extended in jurisdictions with weaker
social safety nets, particularly in our Retail Branding and Information
Solutions ("RBIS") reportable segment, provided longer periods of salary
continuation.

To meet our customer needs during periods of peak demand for label and packaging
materials in North America and Europe, we took a number of steps to reduce
backlogs, including leveraging our scale and global footprint to maximize
production capacity, providing pay premiums for certain hourly employees, and
temporarily allocating a portion of coating assets that normally support our
graphics business to manufacture material for labels.

To date, disruptions to our supply chain during this challenging period have not
been significant. We believe that our position as the largest customer for many
of our suppliers, our global footprint with dual sourcing for most commodities,
and our inventory build strategy can mitigate future supply chain risk.

We are unable to predict the full impact that COVID-19 will have on our results
from operations, financial condition, liquidity and cash flows due to numerous
uncertainties, including the duration and severity of the pandemic and
containment measures and the related macro-economic impacts. Overall, the
pandemic did not have a material negative impact on our consolidated financial
results for the first quarter of 2020. While our label and packaging materials
largely serve essential categories and experienced higher demand as a result of
the pandemic, sales in our RBIS reportable segment declined modestly due to
lower demand in its base business and sales in our IHM reportable segment also
declined due  to reduced industrial demand, particularly in automotive.

We expect that the pandemic will have a negative impact in our second quarter and full year 2020. We expect disruptions in certain of our businesses and operations, while some of our businesses may continue to be positively impacted.


 We expect our RBIS reportable segment to be the most negatively impacted, most
significantly in the second quarter, as a result of widespread retail store and
apparel manufacturing closures. Likewise, we expect reduced demand in our
graphics products and Industrial and Healthcare Materials reportable segment's
industrial categories, driven largely by automotive end market weakness.  We are
actively managing this dynamic environment and have updated our plans to reflect
the unique aspects of the pandemic.

We continue to execute various long-term productivity and temporary cost saving
actions to manage the downturn.  These include deferrals of planned compensation
increases, hiring freezes, overtime and temporary labor reductions, shift
reductions and furloughs, temporary production shutdowns, and travel and other
discretionary spending reductions. While our balance sheet is strong and we have
ample liquidity, during the first quarter of 2020, we drew down $500 million
under our $800 million revolving credit facility because the commercial paper
markets were temporarily unavailable as a result of the pandemic. Additionally,
we plan to curtail a portion of our planned capital spending for 2020, while
protecting our long-term investments in high value categories, and have
heightened our focus on working capital management.  We temporarily paused our
share repurchase activity and maintained our quarterly dividend at the current
rate. We expect that our current cash and cash equivalents and cash flows
generated from operations will be sufficient to meet our operating requirements
through this downturn.

We continue to actively monitor this situation and may take further actions that
alter our business operations as may be required by federal, state or local
authorities or that we determine are in the best interests of our employees,
customers, suppliers and shareholders.

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Net Sales

The factors impacting reported net sales change, as compared to the prior year period, are shown in the table below.






                                  Three Months
                                         Ended
                                March 28, 2020
Reported sales change                      (1) %
Foreign currency translation                 2
Sales change ex. currency                    1
Acquisitions                               (1)
Organic sales change                         - %



In the three months ended March 28, 2020, net sales were comparable to the same period in the prior year on an organic basis.

Net Income (Loss)


Net income was $134 million in the first three months of 2020 compared to a net
loss of $147 million in the same period last year.  Major factors affecting the
change in net income included the following:



? Prior year settlement loss from pension termination

? Net impact of pricing and raw material input costs

? Benefits from productivity initiatives, including savings from restructuring


   actions, net of transition costs




Offsetting factors:

? Impact of increased allowance for credit losses primarily as a result of

COVID-19

? Impact of foreign currency translation






Acquisition

On February 28, 2020, we completed the acquisition of Smartrac's Transponder
(RFID Inlay) division ("Smartrac"), a manufacturer of radio-frequency
identification ("RFID") products, for consideration, subject to customary
adjustments, of approximately $253 million (€230 million), approximately $7
million of which became payable as of March 28, 2020. We believe this
acquisition will enhance our research and development capabilities, expand
product lines, and provide added manufacturing capacity. Consistent with the
time allowed to complete our assessment, the valuation of certain acquired
assets and liabilities, including tangible and intangible assets, environmental
liabilities and income taxes, is preliminary. This acquisition was not material
to our unaudited Condensed Consolidated Financial Statements.

Cost Reduction Actions

2019/2020 Actions

During the three months ended March 28, 2020, we recorded $2.6 million in restructuring charges related to our 2019/2020 actions. These charges consisted of severance and related costs for the reduction of approximately 60 positions.





2018/2019 Actions

During the three months ended March 28, 2020, we recorded $.2 million in net restructuring reversals related to our 2018/2019 actions.


Restructuring charges were included in "Other expense (income), net" in the
unaudited Condensed Consolidated Statements of Income. Refer to Note 6, "Cost
Reduction Actions," to the unaudited Condensed Consolidated Financial Statements
for more information.



U.S. Pension Plan Termination

In connection with its termination in 2019, we settled approximately $753
million of liabilities of the Avery Dennison Pension Plan (the "ADPP") by
entering into an agreement to purchase annuities primarily from American General
Life Insurance Company and through a combination of annuities and direct funding
to the Pension Benefit Guaranty Corporation for a small portion of former
employees and their beneficiaries.

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Accounting Guidance Updates

Refer to Note 1, "General," to the unaudited Condensed Consolidated Financial Statements for this information.





Cash Flow




                                                                    Three Months Ended
(In millions)                                                 March 28, 2020     March 30, 2019
Net cash provided by operating activities                   $            4.4    $          35.4
Purchases of property, plant and equipment                            (33.2)             (41.8)
Purchases of software and other deferred charges                       (6.2)              (5.5)
Proceeds from sales of property, plant and equipment                       -                7.3
Proceeds from insurance and sales (purchases) of
investments, net                                                        (.3)                4.5
Contributions for pension plan termination                                

-                7.4
Free cash flow                                              $         (35.3)    $           7.3




During the first three months of 2020, net cash provided by operating activities
decreased compared to the same period last year primarily due to changes in
operational working capital, partially offset by lower payroll and incentive
compensation payments, lower pension plan contributions, and lower restructuring
payments.  During the first three months of 2020, free cash flow decreased
compared to the same period last year due to a decrease in net cash provided by
operating activities, lower proceeds from sales of property, plant and equipment
and lower proceeds from sales of investments, partially offset by a decrease in
purchases of property, plant and equipment.

Outlook

Certain factors that we believe may contribute to our 2020 results are described below:

Though the impact of COVID-19 on global demand for our products cannot be

? reasonably estimated at this time, we expect sales and earnings to decline in

2020 as a result of the pandemic.

? We anticipate partially offsetting this negative impact with significant

temporary cost savings.

? We anticipate incremental savings from restructuring actions, net of transition

costs, of $50 million to $60 million.

? We expect our full year effective tax rate to be in the mid-twenty percent

range.

? Based on recent foreign currency exchange rates, we expect foreign currency

translation to reduce our operating income by approximately $28 million.

ANALYSIS OF RESULTS OF OPERATIONS FOR THE FIRST QUARTER



Income Before Taxes




                                                                   Three Months Ended

(In millions, except percentages)                           March 28, 2020
    March 30, 2019
Net sales                                                 $        1,723.0    $        1,740.1
Cost of products sold                                              1,237.9             1,274.7
Gross profit                                                         485.1               465.4

Marketing, general and administrative expense                        281.0 

             276.3
Other expense, net                                                     4.9                 7.5
Interest expense                                                      18.8                19.5

Other non-operating expense, net                                      (.5) 

             446.5
Income (loss) before taxes                                $          180.9    $        (284.4)

Gross profit margin                                                   28.2 %              26.7 %




Gross Profit Margin

Gross profit margin for the first quarter of 2020 increased compared to the same period last year primarily reflecting the net benefit of pricing and raw material input costs and benefits from productivity initiatives, including material re-engineering and savings from restructuring actions, net of transition costs, partially offset by unfavorable product mix and higher employee-related costs.



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Marketing, General and Administrative Expense



Marketing, general and administrative expense increased in the first quarter of
2020 compared to the same period last year primarily due to increased allowances
for credit losses, partially offset by benefits from productivity initiatives,
including savings from restructuring actions, net of transition costs, and

lower
employee-related costs.

Other Expense , Net




                                                 Three Months Ended
(In millions)                            March 28, 2020       March 30, 2019
Other expense (income), net, by type
Restructuring charges:
Severance and related costs             $           2.4     $           10.4
Lease cancellation costs                              -                   .3
Other items:
Transaction and related costs                       2.5                    -
Gain on sales of assets                               -                (3.2)
Other expense, net                      $           4.9     $            7.5



Refer to Note 6, "Cost Reduction Actions," to the unaudited Condensed Consolidated Financial Statements for more information regarding restructuring charges.





Interest Expense

Interest expense decreased slightly in the first quarter of 2020 compared to the same period last year reflecting lower borrowing rates on our outstanding indebtedness.

Other Non-Operating Expense, Net


Other non-operating expense decreased in the first quarter of 2020 compared to
the same period last year primarily due to the prior year impact of the ADPP
termination.

Net Income and Earnings per Share






                                                                    Three Months Ended

(In millions, except per share amounts and percentages)      March 28, 2020      March 30, 2019
Income (loss) before taxes                                 $          180.9    $        (284.4)
Provision for (benefit from) income taxes                              46.3             (138.4)
Equity method investment losses                                        (.4)                (.9)
Net income (loss)                                          $          134.2    $        (146.9)
Per share amounts:
Net income (loss) per common share                         $           1.61    $         (1.74)
Net income (loss) per common share, assuming dilution                  1.60

             (1.74)

Effective tax rate                                                     25.6 %              48.7 %



Provision for Income Taxes


Our effective tax rate for the three months ended March 28, 2020 was 25.6%,
compared to 48.7% in the same period last year.  The decrease in tax rate was
primarily due to the tax effects of the settlement charges associated with the
termination of the ADPP in the three months ended March 30, 2019.  Refer to Note
8, "Taxes Based on Income," to the unaudited Condensed Consolidated Financial
Statements for more information.



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We currently expect our effective tax rate for fiscal year 2020 to be in the
mid-twenty percent range.  Our effective tax rate can vary from quarter to
quarter due to the recognition of discrete events, such as changes in tax
reserves, settlements of income tax audits, changes in tax laws and regulations,
return-to-provision adjustments, tax impacts related to stock-based payments, as
well as recurring factors, such as changes in the mix of earnings in countries
with differing statutory tax rates, and the execution of tax planning
strategies.  Our effective tax rate may be negatively impacted if the duration
or severity of COVID-19 is longer or more detrimental than currently estimated.




We continue to pursue planning opportunities in certain foreign jurisdictions
primarily to react to the loss of concessionary tax rates.  We believe that we
are on track to realize these opportunities.  We continue to evaluate certain
key factors that may significantly influence the amount of benefit to be
recognized in fiscal year 2020.

RESULTS OF OPERATIONS BY REPORTABLE SEGMENT FOR THE FIRST QUARTER





Operating income refers to income before taxes, interest and other non-operating
expenses.



Label and Graphic Materials




                                                                     Three Months Ended
(In millions)                                                 March 28, 2020      March 30, 2019
Net sales including intersegment sales                      $        1,203.2    $        1,199.5
Less intersegment sales                                               (22.4)              (21.2)
Net sales                                                   $        1,180.8    $        1,178.3
Operating income(1)                                                    171.9               139.5

(1)Included charges associated with restructuring actions in both years, transaction and related costs in 2020, and gain on sales of assets in 2019

                   $            1.9    $            7.6




Net Sales

The factors impacting reported net sales change are shown in the table below.




                                Three Months Ended
                                    March 28, 2020
Reported sales change                            - %
Foreign currency translation                     2
Sales change ex. currency                        2
Acquisitions                                   (1)
Organic sales change(1)                          2 %

(1)Total does not sum due to rounding





In the first quarter of 2020, net sales increased on an organic basis compared
to the same period in the prior year primarily due to higher volume/mix, which
more than offset raw material-related price reductions. On an organic basis, net
sales increased by mid-single digit rates in North America and low-single digits
in emerging markets and were comparable to prior year in Western Europe.



Operating Income



Operating income increased in the first quarter of 2020 compared to the same
period last year primarily due to benefits from higher volume and raw material
deflation, net of pricing and unfavorable product mix, benefits from
productivity initiatives, including material re-engineering and savings from
restructuring actions, net of transition costs, and lower restructuring charges.
These benefits were partially offset by increased allowance for credit losses.

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Retail Branding and Information Solutions






                                                                     Three Months Ended
(In millions)                                                 March 28, 2020       March 30, 2019
Net sales including intersegment sales                      $          401.1     $          402.5
Less intersegment sales                                                (6.5)                (4.2)
Net sales                                                   $          394.6     $          398.3
Operating income(1)                                                     31.5                 51.4

(1)Included charges associated with restructuring actions in both years, transaction and related costs in 2020, and gain on sales of assets of 2019

                  $            2.5     $          (2.0)




Net Sales

The factors impacting reported net sales change are shown in the table below.




                                Three Months Ended
                                    March 28, 2020
Reported sales change                          (1) %
Foreign currency translation                     1
Sales change ex. currency                        -
Acquisitions                                   (1)
Organic sales change                           (1) %




In the first quarter of 2020, net sales decreased on an organic basis compared
to the same period in the prior year due to a mid-to-high single digit decline
in the base business due to manufacturing closures and lower demand in apparel,
which more than offset a low double-digit increase in RFID solutions.



Operating Income



Operating income decreased in the first quarter of 2020 compared to the same
period last year primarily due to higher long-term growth-related investments,
an increased allowance for credit losses, and lower volume, partially offset by
lower raw material costs and benefits from productivity initiatives, including
savings from restructuring actions, net of transition costs.



Industrial and Healthcare Materials






                                                                     Three Months Ended
(In millions)                                                 March 28, 2020       March 30, 2019
Net sales including intersegment sales                      $          149.2     $          166.1
Less intersegment sales                                                (1.6)                (2.6)
Net sales                                                   $          147.6     $          163.5
Operating income(1)                                                     14.9                 13.6

(1)Included charges associated with restructuring in
both years                                                  $             .5     $            1.9




Net Sales

The factors impacting reported net sales change are shown in the table below.




                                Three Months Ended
                                    March 28, 2020
Reported sales change                         (10) %
Foreign currency translation                     2
Sales change ex. currency                      (8)
Acquisitions                                     -
Organic sales change                           (8) %




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In the first quarter of 2020, net sales decreased on an organic basis compared to the same period in the prior year due to a mid-single digit decrease in industrial categories and a low-single digit decrease in healthcare categories.





Operating Income

Operating income increased in the first quarter of 2020 compared to the same
period last year primarily due to benefits from productivity initiatives,
including savings from restructuring actions, net of transition costs, and lower
restructuring charges, partially offset by lower volume.



FINANCIAL CONDITION



Liquidity



Operating Activities




                                                                    Three Months Ended
(In millions)                                                March 28, 2020      March 30, 2019
Net income (loss)                                          $          134.2    $        (146.9)
Depreciation                                                           36.8                34.9
Amortization                                                           10.7                 9.6

Provision for credit losses and sales returns                          31.2                14.8
Stock-based compensation                                                6.3                 7.6
Pension plan settlements and related charges                              -               446.9
Deferred taxes and other non-cash taxes                                 6.4             (172.8)
Other non-cash expense and loss (income and gain), net                  4.4                 3.3
Changes in assets and liabilities and other adjustments             (225.6)             (162.0)
Net cash provided by operating activities                  $            4.4

   $           35.4




During the first three months of 2020, net cash provided by operating activities
decreased compared to the same period last year primarily due to changes in
operational working capital, partially offset by lower payroll and incentive
compensation payments, lower pension plan contributions, and lower restructuring
payments.



Investing Activities




                                                                  Three Months Ended
(In millions)                                               March 28, 2020     March 30, 2019

Purchases of property, plant and equipment                $         (33.2)    $        (41.8)
Purchases of software and other deferred charges                     (6.2)              (5.5)
Proceeds from sales of property, plant and equipment                     -                7.3
Proceeds from insurance and sales (purchases) of
investments, net                                                      (.3)                4.5

Payments for acquisition, net of cash acquired, and investments in businesses

                                          (245.9)              (6.5)
Net cash used in investing activities                     $        (285.6)
  $        (42.0)

Purchases of Property, Plant and Equipment

During the first three months of 2020, we invested in equipment to support growth in North America, Asia and Europe and to improve manufacturing productivity. During the first three months of 2019, we invested in equipment to support growth in Asia and North America and to improve manufacturing productivity.

Purchases of Software and Other Deferred Charges

During the first three months of 2020 and 2019, we invested in information technology upgrades worldwide. During the first three months of 2019, we also invested in enterprise resource planning system implementations in North America.

Proceeds from Sales of Property, Plant and Equipment



During the first three months of 2019, the majority of the proceeds from sales
of property, plant and equipment was related to the sale of three properties in
North America, Asia and Europe.

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Proceeds from Insurance and Sales (Purchases) of Investments, Net

During the first three months of 2020, we had lower proceeds from insurance associated with our corporate-owned life insurance policies and higher net purchases of investments compared to the same period last year.

Payments for Acquisition, Net of Cash Acquired, and Investments in Businesses



During the first three months of 2020, we paid consideration, net of cash
acquired, of approximately $246 million to acquire Smartrac, which we funded
through commercial paper borrowings at that time.  During the first three months
of 2019, we paid $6.5 million for investments in unconsolidated businesses.




Financing Activities




                                                                    Three Months Ended
(In millions)                                                 March 28,

2020 March 30, 2019 Net (decrease) increase in borrowings (maturities of three months or less)

$        (106.0)    $         155.4
Additional borrowings under revolving credit facility                  500.0                  -
Additional long-term borrowings                                        494.4                  -
Repayments of long-term debt and finance leases                        (1.1)              (1.8)
Dividends paid                                                        (48.4)             (43.9)
Share repurchases                                                     (45.2)             (88.7)

Net (tax withholding) proceeds related to stock-based compensation

                                                          (20.0)             (20.1)
Payments of contingent consideration                                       -              (1.6)

Net cash provided by (used in) financing activities $ 773.7 $ (.7)

Borrowings and Repayment of Debt



Given the seasonality of our cash flow from operating activities, during the
first three months of 2020 and 2019, our commercial paper borrowings were used
to fund dividend payments, share repurchases, and capital expenditures, and for
other general corporate purposes. During the first three months of 2020,
commercial paper borrowings were also used to fund the Smartrac acquisition,
which we paid down using the net proceeds of $494.4 million from the $500
million of senior notes we issued in March 2020. Subsequent to the end of the
first quarter of 2020, we used the remaining proceeds from these notes to repay
the $250 million aggregate principal amount of senior notes that matured on
April 15, 2020.



In light of recent uncertainty regarding the availability of commercial paper,
which we typically rely upon to fund day-to-day operational needs, and the
relatively favorable terms under our recently-extended $800 million revolving
credit facility (the "Revolver"), in March 2020, we borrowed $500 million from
the Revolver with a six-month duration.



Refer to Note 4, "Debt" to the unaudited Condensed Consolidated Financial Statements for more information.

Dividends Paid



We paid dividends of $.58 per share in the first three months of 2020 compared
to $.52 per share in the same period last year. In April 2019, we increased our
quarterly dividend to $.58 per share, representing an increase of approximately
12% from our previous dividend rate of $.52 per share.



Share Repurchases

During the first three months of 2020 and 2019, we repurchased approximately .4 million and .9 million shares of our common stock, respectively.

Net (Tax Withholding) Proceeds Related to Stock-Based Compensation

During the first three months of 2020, tax withholding for stock-based compensation decreased compared to the same period in 2019 as a result of fewer equity awards vesting, partially offset by lower proceeds from fewer stock option exercises compared to the same period in 2019.





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Analysis of Selected Balance Sheet Accounts

Long-lived Assets

In the three months ended March 28, 2020, goodwill increased by approximately $97 million to $1.03 billion, which reflected the preliminary valuation of goodwill associated with the Smartrac acquisition, partially offset by the impact of foreign currency translation.


In the three months ended March 28, 2020, other intangibles resulting from
business acquisitions, net, increased by approximately $71 million to $197.6
million, which reflected the preliminary valuation of other intangibles from the
Smartrac acquisition, partially offset by current year amortization expense and
the impact of foreign currency translation.



Refer to Note 3, "Goodwill and Other Intangibles Resulting from Business Acquisitions," to the unaudited Condensed Consolidated Financial Statements for more information.





Shareholders' Equity Accounts

As of March 28, 2020, the balance of our shareholders' equity was $1.17 billion.
Refer to Note 10, "Supplemental Equity and Comprehensive Income Information," to
the unaudited Condensed Consolidated Financial Statements for more information.



Impact of Foreign Currency Translation






                         Three Months Ended
(In millions)                March 28, 2020
Change in net sales    $               (34)




International operations generated approximately 75% of our net sales during the
three months ended March 28, 2020.  Our future results are subject to changes in
political and economic conditions in the regions in which we operate and the
impact of fluctuations in foreign currency exchange and interest rates.



The unfavorable impact of foreign currency translation on net sales in the first
three months of 2020 compared to the same period last year was primarily related
to euro-denominated sales and sales in China and Brazil.



Effect of Foreign Currency Transactions



The impact on net income (loss) from transactions denominated in foreign
currencies is largely mitigated because the costs of our products are generally
denominated in the same currencies in which they are sold.  In addition, to
reduce our income and cash flow exposure to transactions in foreign currencies,
we enter into foreign exchange forward, option and swap contracts where
available and appropriate. Refer to Note 7, "Financial Instruments," to the
unaudited Condensed Consolidated Financial Statements for more information.

Analysis of Selected Financial Ratios



We utilize the financial ratios discussed below to assess our financial
condition and operating performance.  We believe this information assists our
investors in understanding drivers of our cash flow other than net income (loss)
and capital expenditures.



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                                                      Avery Dennison Corporation

Operational Working Capital Ratio


Operational working capital, as a percentage of annualized current-quarter net
sales, is reconciled to working capital below. Our objective is to minimize our
investment in operational working capital, as a percentage of annualized
current-quarter net sales, to maximize cash flow and return on investment.
Operational working capital, as a percentage of annualized current-quarter net
sales, in the first quarter of 2020, was higher compared to the first quarter of
2019.




(In millions, except percentages)                               March 28, 2020      March 30, 2019
(A) Working capital                                           $          353.5    $          283.2
Reconciling items:
Cash and cash equivalents                                              (742.0)             (225.7)
Other current assets                                                   (225.8)             (211.0)

Short-term borrowings and current portion of long-term debt and finance leases

                                                  832.3               350.3

Accrued payroll and employee benefits and other current liabilities

                                                              697.0               656.5
(B) Operational working capital                               $          915.0    $          853.3
(C) First-quarter net sales, annualized                       $        

6,892.0 $ 6,960.4 Operational working capital, as a percentage of annualized current-quarter net sales: (B) ÷ (C)


13.3 %              12.3 %




Accounts Receivable Ratio

The average number of days sales outstanding was 65 days in the first three
months of 2020 compared to 63 days in the first three months of 2019, calculated
using the trade accounts receivable balance at quarter-end divided by the
average daily sales for the quarter.  The increase in the average number of days
sales outstanding primarily reflected delays in collections at the end of the
quarter due to the impact of COVID-19 on many of our customers, partially offset
by a higher allowance for credit losses.



Inventory Ratio



Average inventory turnover was 6.9 in the first three months of 2020 compared to
7.4 in the first three months of 2019, calculated using the annualized cost of
sales (year-to-date cost of products sold, multiplied by four) divided by the
inventory balance at quarter-end.  The decrease in average inventory turnover
primarily reflected short-term manufacturing facility closures and planned
inventory pre-build as a result of COVID-19.



Accounts Payable Ratio



The average number of days payable outstanding was 76 days in the first three
months of 2020 compared to 74 days in the first three months of 2019, calculated
using the accounts payable balance at quarter-end divided by the average daily
cost of products sold for the quarter. The increase in the average number of
days payable outstanding from the prior year primarily reflected timing of
vendor payments and inventory pre-build.



Capital Resources



Capital resources include cash flows from operations, cash and cash equivalents,
and debt financing, including access to commercial paper supported by our
Revolver. We use these resources to fund operational needs. At March 28, 2020,
we had cash and cash equivalents of $742 million held in accounts at third-party
financial institutions.


Our cash balances are held in numerous locations throughout the world. At March 28, 2020, the majority of our cash and cash equivalents was held in the U.S.





To meet U.S. cash requirements, we have several cost-effective liquidity options
available.  These options include borrowing funds at reasonable rates, including
borrowings from foreign subsidiaries, and repatriating foreign earnings and
profits. However, if we were to repatriate incremental foreign earnings and
profits, we may be subject to withholding taxes imposed by foreign tax
authorities and additional U.S. taxes due to the impact of foreign currency
movements related to these earnings and profits.



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  Table of Contents

                                                      Avery Dennison Corporation



In February 2020, we amended and restated our $800 million Revolver, extending
its maturity date to February 13, 2025. The maturity date may be extended for a
one-year period under certain circumstances. The commitments under the Revolver
may be increased by up to $400 million, subject to lender approvals and
customary requirements. The Revolver is used as a back-up facility for our
commercial paper program and can be used for other corporate purposes.  In light
of recent uncertainty regarding the availability of commercial paper, which we
typically rely upon to fund day-to-day operational needs, and the relatively
favorable terms under the Revolver, in March 2020, we drew down $500 million
from the Revolver with a six-month duration.  This balance remained  outstanding
as of March 28, 2020.  No balance was outstanding under the Revolver as of
December 28, 2019.



The Revolver contains a financial covenant that requires us to maintain a
maximum leverage ratio (calculated as a ratio of consolidated debt to
consolidated EBITDA as defined in the agreement) of not more than 3.50 to 1.00;
provided that, in the event of an acquisition by us that exceeds $250 million,
the maximum leverage ratio increases to 4.00 to 1.00 for the fiscal quarter in
which the acquisition occurs and three consecutive fiscal quarters immediately
following such fiscal quarter. As of March 28, 2020 and December 28, 2019, we
were in compliance with our financial covenants under the Revolver.



In March 2020, we issued $500 million of senior notes, due April 2030. The
senior notes bear an interest rate of 2.65% per year, payable semiannually in
arrears. The net proceeds from the offering, after deducting underwriting
discounts and offering expenses, were $494.4 million, which we used to repay
existing indebtedness under our commercial paper program, used to fund our
Smartrac acquisition and, subsequent to the end of the first quarter of 2020,
the $250 million aggregate principal amount of senior notes that matured on
April 15, 2020.



Capital from Debt

The carrying value of our total debt increased by approximately $881 million in
the first three months of 2020 to $2.82 billion, primarily reflecting the
borrowings under the Revolver and the issuance of senior notes in March 2020,
partially offset by a net decrease in commercial paper borrowings.



Credit ratings are a significant factor in our ability to raise short- and
long-term financing.  The credit ratings assigned to us also impact the interest
rates paid and our access to commercial paper, credit facilities, and other
borrowings.  A downgrade of our short-term credit ratings could impact our
ability to access the commercial paper markets.  If our access to commercial
paper markets were to become limited, as it did in the first quarter of 2020 as
a result of COVID-19, we expect that the Revolver and our other credit
facilities would be available to meet our short-term funding requirements.  When
determining a credit rating, we believe that rating agencies primarily consider
our competitive position, business outlook, consistency of cash flows, debt
level and liquidity, geographic dispersion and management team.  We remain
committed to maintaining an investment grade rating.



Off-Balance Sheet Arrangements, Contractual Obligations, and Other Matters

Refer to Note 12, "Commitments and Contingencies," to the unaudited Condensed Consolidated Financial Statements. Except as indicated therein, we have no material off-balance sheet arrangements as described in Item 303 (a)(4) of Regulation S-K.

RECENT ACCOUNTING REQUIREMENTS

Refer to Note 1, "General," to the unaudited Condensed Consolidated Financial Statements.

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