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 majority of our office-based employees are working
remotely and some of our operations 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 operational excellence 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.

Overall, we have experienced negligible disruptions to our supply chain. As the
largest customer for many of our suppliers, we have been able to secure
continuity of material supply, while benefitting from our global footprint with
dual sourcing for most commodities.  We have also strategically built inventory
of some key products to enhance our ability to meet customer needs during this
period of supply chain uncertainty.

Overall, the pandemic had a negative impact on our consolidated financial
results for the second quarter of 2020 with, among other things, total net sales
for the quarter down approximately 15% from the same period last year. While our
label and packaging materials largely serve essential categories and experienced
higher demand as a result of the pandemic in mid-March through May, demand
slowed late in the second quarter. Sales of graphics products as well as sales
in our RBIS reportable segment declined significantly in April due to lower
demand, though we experienced sequential improvement in both May and June.
Additionally, sales in our Industrial and Healthcare Materials ("IHM")
reportable segment significantly declined mainly due to reduced industrial
demand, particularly in automotive end markets.

We expect that the pandemic will have a negative impact for the full year 2020.


 We expect disruptions in certain of our businesses and operations, while some
of our businesses may be positively impacted.  We expect our RBIS reportable
segment to be the most negatively impacted as a result of widespread retail
store and apparel manufacturing closures. Likewise, we expect reduced demand in
our graphics products and IHM reportable segment's industrial categories.  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. We are actively
managing this dynamic environment and have updated our scenario planning 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 ("Revolver") because the
commercial paper markets were temporarily unavailable as a result of the
pandemic. During the second quarter, we were able to access commercial paper
markets and repaid the entire $500 million we had drawn down from our Revolver.
 Additionally, we have curtailed 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 the cash
flows generated from operations will be sufficient to meet our operating
requirements through this downturn.

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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.

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    Six Months Ended
                                     June 27, 2020       June 27, 2020
Reported sales change                         (15) %               (8) %
Foreign currency translation                     3                   2
Sales change ex. currency                     (12)                 (6)
Acquisitions                                   (2)                 (1)
Organic sales change                          (14) %               (7) %



In the three and six months ended June 27, 2020, net sales decreased on an organic basis compared to the same period in the prior year primarily due to the effects of COVID-19 on our markets and customers.

Net Income (Loss)



Net income was $214 million in the first six months of 2020 compared to a net
loss of $3.5 million in the same period last year.  Major factors affecting the
change in net income (loss) included the following:



? Prior-year settlement loss from pension termination

? Benefits from productivity initiatives, including savings from restructuring

actions, net of transition costs

? Net impact of pricing and raw material input costs

? Lower employee-related costs, including lower incentive compensation costs






Offsetting factors:

? Lower sales primarily due to the effects of COVID-19

? Higher restructuring charges

? 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 $255 million  (€232 million), $4.9 million of
which was payable as of June 27, 2020. We believe this acquisition enhances our
research and development capabilities, expands product lines, and provides added
manufacturing capacity. Consistent with the time allowed to complete our
assessment, the valuation of certain acquired assets and liabilities, including
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 six months ended June 27, 2020, we recorded $41.9 million in
restructuring charges related to our 2019/2020 actions.  These charges consisted
of severance and related costs for the reduction of approximately 1,750
positions from numerous locations across our company, which primarily included
actions in our LGM and RBIS reportable segments. The actions in LGM were
primarily associated with the consolidation of our graphics business in Europe,
partially in response to COVID-19. The actions in RBIS were primarily related to
global headcount and footprint reduction, with some actions accelerated and
expanded in response to COVID-19.



2018/2019 Actions

During the six months ended June 27, 2020, we recorded $.2 million in net restructuring reversals related to our 2018/2019 actions.





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



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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.



Accounting Guidance Updates

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





Cash Flow




                                                                       Six Months Ended
(In millions)                                                   June 27, 2020      June 29, 2019
Net cash provided by operating activities                     $         184.0    $         238.8
Purchases of property, plant and equipment                             (63.9)             (79.8)
Purchases of software and other deferred charges                       (11.0)             (13.0)
Proceeds from sales of property, plant and equipment                       .1                7.4
Proceeds from insurance and sales (purchases) of
investments, net                                                         (.4)                4.3
Contributions for pension plan termination                                 

-                7.4
Free cash flow                                                $         108.8    $         165.1




During the first six months of 2020, net cash provided by operating activities
decreased compared to the same period last year primarily due to the impact of
COVID-19 on net income and operational working capital, partially offset by
lower pension plan contributions and lower severance payments related to
 restructuring actions. Also, during the first six 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 as a result
of COVID-19 and reduced purchases of software and other deferred charges.

Outlook

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

? We expect sales and earnings to decline in 2020 as a result of COVID-19,

although the amounts of these declines are uncertain at this time.

? We anticipate partially offsetting the negative impact of COVID-19 on volume

with approximately $150 million of net temporary cost savings.

? We estimate cash restructuring charges of approximately $60 million.

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

costs, of $60 million to $70 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 net sales by approximately 2% and our operating income by
   approximately $15 million.


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ANALYSIS OF RESULTS OF OPERATIONS FOR THE SECOND QUARTER



Income Before Taxes




                                                         Three Months Ended

(In millions, except percentages)                  June 27, 2020      June

29, 2019
Net sales                                        $       1,528.5    $       1,795.7
Cost of products sold                                    1,145.6            1,313.4
Gross profit                                               382.9              482.3

Marketing, general and administrative expense              219.4           

  265.7
Other expense, net                                          40.0                7.5
Interest expense                                            20.0               19.5

Other non-operating expense, net                              .2           

     .9
Income (loss) before taxes                       $         103.3    $         188.7

Gross profit margin                                         25.1 %             26.9 %




Gross Profit Margin

Gross profit margin for the second quarter of 2020 decreased compared to the
same period last year primarily reflecting reduced fixed cost leverage and
unfavorable product mix, partially offset by 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.



Marketing, General and Administrative Expense



Marketing, general and administrative expense decreased in the second 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 employee-related costs, including lower incentive
compensation costs.

Other Expense, Net




                                                 Three Months Ended
(In millions)                             June 27, 2020        June 29, 2019
Other expense (income), net, by type
Restructuring charges:
Severance and related costs             $          37.5      $           6.1
Asset impairment charges                            1.8                  1.4
Other items:
Transaction and related costs                        .7                    -
Other expense, net                      $          40.0      $           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 increased slightly in the second quarter of 2020 compared to
the same period last year primarily reflecting the impact of additional interest
and fees associated with drawdowns from our Revolver.



Other Non-Operating Expense, Net

Other non-operating expense decreased in the second quarter of 2020 compared to the same period last year primarily due to lower pension costs.



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Net Income and Earnings per Share






                                                                     Three Months Ended
(In millions, except per share amounts and percentages)        June 27, 2020       June 29, 2019
Income (loss) before taxes                                   $         103.3     $         188.7
Provision for (benefit from) income taxes                               22.2                44.9
Equity method investment losses                                        (1.4)                (.4)
Net income (loss)                                            $          79.7     $         143.4
Per share amounts:
Net income (loss) per common share                           $           .96     $          1.70
Net income (loss) per common share, assuming dilution                    .95                1.69

Effective tax rate                                                      21.5 %              23.8 %



Provision for Income Taxes



Our effective tax rate for the three months ended June 27, 2020 was 21.5%
compared to 23.8% in the same period last year.  The decrease in tax rate was
primarily due to higher discrete benefits related to effective settlements of
certain foreign tax audits in 2020.  Refer to Note 8, "Taxes Based on Income,"
to the unaudited Condensed Consolidated Financial Statements for more
information.



RESULTS OF OPERATIONS BY REPORTABLE SEGMENT FOR THE SECOND QUARTER





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



Label and Graphic Materials




                                                                      Three Months Ended
(In millions)                                                   June 27, 2020      June 29, 2019
Net sales including intersegment sales                        $       1,114.4    $       1,226.4
Less intersegment sales                                                (12.9)             (20.1)
Net sales                                                     $       1,101.5    $       1,206.3
Operating income(1)                                                     137.5              162.1

(1)Included charges associated with restructuring actions
in both years                                                 $          25.8    $           4.4




Net Sales

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




                                Three Months Ended
                                     June 27, 2020
Reported sales change                          (9) %
Foreign currency translation                     4
Sales change ex. currency                      (5)
Acquisitions                                     -
Organic sales change                           (5) %



In the second quarter of 2020, net sales decreased on an organic basis compared to the same period in the prior year primarily due to unfavorable volume/mix.

On an organic basis, net sales decreased by a high-single digit rate in emerging markets, a mid-single digit rate in Western Europe and a low-single digit rate in North America.

Operating Income



Operating income decreased in the second quarter of 2020 compared to the same
period last year primarily due to unfavorable volume/mix and higher
restructuring charges, partially offset by benefits from productivity
initiatives, including material re-engineering and savings from restructuring
actions, net of transition costs, and benefits from raw material deflation,

net
of pricing.

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Retail Branding and Information Solutions






                                                                      Three Months Ended
(In millions)                                                   June 27, 2020      June 29, 2019
Net sales including intersegment sales                        $         300.5    $         423.3
Less intersegment sales                                                 (5.6)              (5.0)
Net sales                                                     $         294.9    $         418.3
Operating (loss) income(1)                                             (10.7)               50.4

(1)Included charges associated with restructuring actions in both years and transaction and related costs in 2020 $ 12.9 $

           1.7




Net Sales

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




                                Three Months Ended
                                     June 27, 2020
Reported sales change                         (30) %
Foreign currency translation                     1
Sales change ex. currency(1)                  (28)
Acquisitions                                   (7)
Organic sales change(1)                       (36) %


(1)Total does not sum due to rounding


In the second quarter of 2020, net sales decreased ex. currency compared to the
same period in the prior year due to a decline of approximately 40% in the base
business due to temporary closures of apparel manufacturing sites and lower
demand for apparel, partially offset by a 10% increase in RFID solutions in the
segment including the benefit of the Smartrac acquisition. On an organic basis,
sales in the segment related to RFID solutions decreased by more than 20%.

Operating Income



Operating income decreased in the second quarter of 2020 compared to the same
period last year primarily due to lower volume, partially offset by benefits
from productivity initiatives, including savings from restructuring actions, net
of transition costs, and lower employee-related costs, including lower incentive
compensation costs.


Industrial and Healthcare Materials






                                                                           Three Months Ended
(In millions)                                                        June 27, 2020       June 29, 2019

Net sales including intersegment sales                             $       

 133.3     $         174.0
Less intersegment sales                                                      (1.2)               (2.9)
Net sales                                                          $         132.1     $         171.1
Operating income(1)                                                            7.5                16.5

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

   1.5     $           1.4




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Net Sales

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




                                Three Months Ended
                                     June 27, 2020
Reported sales change                         (23) %
Foreign currency translation                     2
Sales change ex. currency                     (21)
Acquisitions                                     -
Organic sales change                          (21) %




In the second quarter of 2020, net sales decreased on an organic basis compared
to the same period in the prior year primarily due to a decline in industrial
categories of approximately 30%.



Operating Income



Operating income decreased in the second quarter of 2020 compared to the same
period last year primarily due to lower volume, partially offset by benefits
from productivity initiatives, favorable product mix and lower employee-related
costs, including lower incentive compensation costs.



ANALYSIS OF RESULTS OF OPERATIONS FOR THE SIX MONTHS YEAR-TO-DATE





Income Before Taxes


                                                          Six Months Ended

(In millions, except percentages)                  June 27, 2020      June

29, 2019
Net sales                                        $       3,251.5    $       3,535.8
Cost of products sold                                    2,383.5            2,588.1
Gross profit                                               868.0              947.7

Marketing, general and administrative expense              500.4           

  542.0
Other expense, net                                          44.9               15.0
Interest expense                                            38.8               39.0

Other non-operating expense, net                            (.3)           

  447.4
Income (loss) before taxes                       $         284.2    $        (95.7)

Gross profit margin                                         26.7 %             26.8 %




Gross Profit Margin

Gross profit margin for the first six months of 2020 was comparable to the same
period last year as reduced fixed cost leverage was offset by 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.


Marketing, General and Administrative Expense



Marketing, general and administrative expense decreased in the first six months
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 employee-related costs, including lower incentive
compensation costs, partially offset by increased allowance for credit losses.



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Other Expense, Net


                                                                       Six Months Ended
(In millions)                                                   June 27, 2020       June 29, 2019
Other expense (income), net, by type
Restructuring charges:
Severance and related costs                                   $          39.9     $          16.5
Asset impairment charges and lease cancellation costs                     1.8                 1.7
Other items:
Transaction and related costs                                             3.2
Gain on sales of assets                                                     -               (3.2)
Other expense, net                                            $          44.9     $          15.0



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 six months of 2020 compared to
the same period last year reflecting lower borrowing rates on our outstanding
indebtedness, partially offset by fees paid for borrowings under the Revolver.



Other Non-Operating Expense, Net



Other non-operating expense decreased in the first six months 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




                                                                      Six Months Ended
(In millions, except per share amounts and percentages)        June 27, 2020      June 29, 2019
Income (loss) before taxes                                   $         284.2    $        (95.7)
Provision for (benefit from) income taxes                               68.5             (93.5)
Equity method investment losses                                        (1.8)              (1.3)
Net income (loss)                                            $         213.9    $         (3.5)
Per share amounts:
Net income (loss) per common share                           $          2.56    $         (.04)
Net income (loss) per common share, assuming dilution                   2.55              (.04)

Effective tax rate                                                      24.1 %             97.7 %



Provision for Income Taxes



Our effective tax rate for the six months ended June 27, 2020 was 24.1% compared
to 97.7% in the same period last year.  The change in tax rate was primarily due
to the tax effects of the settlement charges associated with the termination of
the ADPP in the six months ended June 29, 2019.  Refer to Note 8, "Taxes Based
on Income," to the unaudited Condensed Consolidated Financial Statements for
more information.



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 a variety of factors, such as changes in the mix of earnings in
countries with differing statutory tax rates, 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 and
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.



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RESULTS OF OPERATIONS BY REPORTABLE SEGMENT FOR THE SIX MONTHS YEAR-TO-DATE





Label and Graphic Materials


                                                                       Six Months Ended
(In millions)                                                   June 27, 2020      June 29, 2019
Net sales including intersegment sales                        $       2,310.3    $       2,425.9
Less intersegment sales                                                (35.3)             (41.3)
Net sales                                                     $       2,275.0    $       2,384.6
Operating income(1)                                                     310.0              301.6

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

                                $          26.9    $          12.0




Net Sales

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


                                Six Months Ended
                                   June 27, 2020
Reported sales change                        (5) %
Foreign currency translation                   3
Sales change ex. currency                    (2)
Acquisitions                                   -
Organic sales change                         (2) %




In the first six months of 2020, net sales decreased on an organic basis
compared to the same period in the prior year due to the combined effects of
lower volume/mix and raw material deflation-related price reductions.  On an
organic basis, net sales decreased by a low-to-mid-single digit rate in emerging
markets and a low-single digit rate in Western Europe and increased by a
low-single digit rate in North America.



Operating Income


Operating income increased in the first six months of 2020 compared to the same
period last year primarily due to benefits from raw material deflation, net of
pricing, and benefits from productivity initiatives, including material
re-engineering and savings from restructuring actions, net of transition costs.

These benefits were partially offset by unfavorable volume/mix, higher restructuring charges, increased allowance for credit losses and unfavorable foreign currency translation.

Retail Branding and Information Solutions




                                                                       Six Months Ended
(In millions)                                                   June 27, 2020      June 29, 2019
Net sales including intersegment sales                        $         708.9    $         825.8
Less intersegment sales                                                (12.1)              (9.2)
Net sales                                                     $         696.8    $         816.6
Operating income(1)                                                      20.2              101.8

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

                                $          16.2    $          (.3)




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Net Sales

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


                                Six Months Ended
                                   June 27, 2020
Reported sales change                       (15) %
Foreign currency translation                   1
Sales change ex. currency(1)                (13)
Acquisitions                                 (5)
Organic sales change(1)                     (19) %


(1)Total does not sum due to rounding


In the first six months of 2020, net sales decreased ex. currency compared to
the same period in the prior year due to an approximately 25% decline in the
base business driven by temporary closures of apparel manufacturing sites and
lower demand for apparel, partially offset by a nearly 20% increase in RFID
solutions in the segment including the benefit of the Smartrac acquisition. On
an organic basis, sales in the segment related to RFID solutions decreased by a
mid-to-high-single digit rate.



Operating Income


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

Industrial and Healthcare Materials




                                                                            Six Months Ended
(In millions)                                                        June 27, 2020      June 29, 2019

Net sales including intersegment sales                             $       

 282.5    $         340.1
Less intersegment sales                                                      (2.8)              (5.5)
Net sales                                                          $         279.7    $         334.6
Operating income(1)                                                           22.4               30.1

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

   2.0    $           3.3




Net Sales

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


                                Six Months Ended
                                   June 27, 2020
Reported sales change                       (16) %
Foreign currency translation                   2
Sales change ex. currency                   (14)
Acquisitions                                   -
Organic sales change                        (14) %



In the first six months of 2020, net sales decreased on an organic basis compared to the same period in the prior year primarily due to a rate of decline in the high teens in industrial categories.

Operating Income


Operating income decreased in the first six months of 2020 compared to the same
period last year primarily due to lower volume, partially offset by benefits
from productivity initiatives, including savings from restructuring actions, net
of transition costs, lower employee-related costs, including lower incentive
compensation costs, and lower restructuring charges.



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FINANCIAL CONDITION



Liquidity



Operating Activities




                                                                    Six Months Ended
(In millions)                                                June 27, 2020      June 29, 2019
Net income (loss)                                          $         213.9    $         (3.5)
Depreciation                                                          74.6               70.4
Amortization                                                          23.2               19.0

Provision for credit losses and sales returns                         38.8               26.8
Stock-based compensation                                               1.4               16.5
Pension plan settlements and related charges                             -              446.9
Deferred taxes and other non-cash taxes                               16.4 

(166.6)


Other non-cash expense and loss (income and gain), net                16.7               10.3
Changes in assets and liabilities and other adjustments            (201.0) 

(181.0)


Net cash provided by operating activities                  $         184.0 

  $         238.8




During the first six months of 2020, net cash provided by operating activities
decreased compared to the same period last year primarily due to the impact of
COVID-19 on net income and operational working capital, partially offset by
lower pension plan contributions and lower severance payments related to
restructuring actions.



Investing Activities




                                                                   Six Months Ended
(In millions)                                               June 27, 2020      June 29, 2019

Purchases of property, plant and equipment                $        (63.9)    $        (79.8)
Purchases of software and other deferred charges                   (11.0)  

(13.0)


Proceeds from sales of property, plant and equipment                   .1                7.4
Proceeds from insurance and sales (purchases) of
investments, net                                                     (.4)                4.3

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

                                         (252.8)              (6.5)
Net cash used in investing activities                     $       (328.0)
 $        (87.6)

Purchases of Property, Plant and Equipment

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

Purchases of Software and Other Deferred Charges

During the first six months of 2020 and 2019, we invested in information technology upgrades worldwide. During the first six 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 six 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.



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

During the first six months of 2020, we had lower proceeds from insurance associated with our corporate-owned life insurance policies and lower 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 six months of 2020, we paid consideration, net of cash
acquired, of approximately $250 million to acquire Smartrac, which we funded
through commercial paper borrowings.  During the first six months of 2019, we
paid $6.5 million for investments in unconsolidated businesses.

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Financing Activities




                                                                       Six Months Ended
(In millions)                                                   June 27,

2020 June 29, 2019 Net increase in borrowings (maturities of three months or less)

                                                         $          92.5    $         112.9
Additional borrowings under revolving credit facility                   500.0                  -
Repayments of revolving credit facility                               (500.0)                  -
Additional long-term borrowings                                         493.7                  -
Repayments of long-term debt and finance leases                       (267.6)             (16.5)
Dividends paid                                                         (96.8)             (92.7)
Share repurchases                                                      (45.2)            (116.6)

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

                                                           (20.5)             (20.4)
Payments of contingent consideration                                        -              (1.6)
Net cash provided by (used in) financing activities           $         156.1    $       (134.9)

Borrowings and Repayment of Debt



Given the seasonality of our cash flow from operating activities, during the
first six 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 quarter of 2020, commercial
paper borrowings were also used to fund the Smartrac acquisition, which
borrowings were repaid using the net proceeds of $494.4 million from the $500
million of senior notes we issued in March 2020. We used the remaining proceeds
from these notes to repay the $250 million aggregate principal amount of senior
notes that matured in April 2020.  In the second quarter of 2020, we also repaid
$15 million of medium-term notes that matured in June 2020.



In the first quarter of 2020, in light of the uncertainty regarding the
availability of commercial paper related to COVID-19, which we typically rely
upon to fund our day-to-day operational needs, and in light of the relatively
favorable terms under our recently-extended $800 million revolving credit
facility (the "Revolver"), we borrowed $500 million from the Revolver with a
six-month duration. This amount was repaid in June 2020.



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

Dividends Paid



We paid dividends of $1.16 per share in the first six months of 2020 compared to
$1.10 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 six months of 2020 and 2019, we repurchased approximately .4
million and 1.2 million shares of our common stock, respectively.  In the first
quarter of 2020, we temporarily paused share repurchase activity as a result of
COVID-19. We had not resumed the repurchase of shares as of the date of the
filing of this Form 10-Q.



Analysis of Selected Balance Sheet Accounts

Long-lived Assets


In the six months ended June 27, 2020, goodwill increased by approximately $109
million to $1.04 billion, which reflected the preliminary valuation of goodwill
associated with the Smartrac acquisition, partially offset by the impact of
foreign currency translation.



In the six months ended June 27, 2020, other intangibles resulting from business
acquisitions, net, increased by approximately $69 million to $195.5 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.



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Shareholders' Equity Accounts

As of June 27, 2020, the balance of our shareholders' equity was $1.21 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






                         Six Months Ended
(In millions)               June 27, 2020
Change in net sales    $             (93)




International operations generated approximately 75% of our net sales during the
six months ended June 27, 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
six 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.


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 second quarter of 2020, was higher compared to the second quarter
of 2019.




(In millions, except percentages)                              June 27, 2020      June 29, 2019
(A) Working capital                                          $         415.1    $          98.7
Reconciling items:
Cash and cash equivalents                                            (262.6)            (247.3)
Other current assets                                                 (220.8)            (226.9)

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

                                                268.6              558.5

Accrued payroll and employee benefits and other current liabilities

                                                            684.4              664.6
(B) Operational working capital                              $         884.7    $         847.6
(C) Second-quarter net sales, annualized                     $       6,114.0    $       7,182.8
Operational working capital, as a percentage of
annualized current-quarter net sales: (B) ÷ (C)                         14.5 %             11.8 %




Accounts Receivable Ratio

The average number of days sales outstanding was 65 days in the first six months
of 2020 compared to 63 days in the first six months of 2019, calculated using
the average of the two quarter-end trade accounts receivable balances divided by
the average daily sales for the first six months.  The increase in the average
number of days sales outstanding primarily reflected the impact of COVID-19 on
sales and the timing of collections, partially offset by a higher allowance

for
credit losses.



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Inventory Ratio

Average inventory turnover was 6.6 in the first six months of 2020 compared to
7.6 in the first six months of 2019, calculated using the annualized cost of
sales (year-to-date cost of products sold, multiplied by two) divided by the
two-quarter average inventory balance at quarter-end.  The decrease in average
inventory turnover primarily reflected lower cost of products sold and higher
inventory levels as a result of lower demand and planned inventory pre-build in
response to COVID-19.



Accounts Payable Ratio

The average number of days payable outstanding was 76 days in the first six
months of 2020 compared to 73 days in the first six months of 2019, calculated
using the two-quarter average accounts payable balance divided by the average
daily cost of products sold for the first six months. The increase in the
average number of days payable outstanding from the prior year primarily
reflected lower cost of products sold and longer payment terms, partially offset
by lower purchase levels as a result of COVID-19 and price deflation.



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 our operational needs. At June 27,
2020, we had cash and cash equivalents of $262.6 million held in accounts at
third-party financial institutions.



Our cash balances are held in numerous locations throughout the world. At June
27, 2020, the majority of our cash and cash equivalents was held by our foreign
subsidiaries.



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.



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 the
first quarter of 2020, in light of the uncertainty regarding the availability of
commercial paper, which we typically rely upon to fund our day-to-day
operational needs, and the relatively favorable terms under the Revolver, we
drew down $500 million from the Revolver with a six-month duration.  This amount
was repaid in June 2020.  No balance was outstanding under the Revolver as of
June 27, 2020 or 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 that fiscal quarter. As of June 27, 2020 and December 28, 2019, this
ratio was substantially below the maximum ratio required by 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. Our net proceeds from the offering, after deducting underwriting
discounts and offering expenses, were $493.7 million, which we used to repay
both existing indebtedness under our commercial paper program used to fund our
Smartrac acquisition and the $250 million aggregate principal amount of senior
notes that matured in April 2020.



In the second quarter of 2020, we also repaid $15 million of medium-term notes that matured in June 2020.





Capital from Debt

The carrying value of our total debt increased by approximately $327 million in
the first six months of 2020 to $2.27 billion, primarily reflecting the issuance
of senior notes in March 2020 and a net increase in commercial paper borrowings,
partially offset by note repayments in the second quarter of 2020.



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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 we pay 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 believe 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.  There has been
no change to the credit ratings assigned to us as a result of COVID-19. 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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