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, gains or losses on investments 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) and 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.


                                                                              18

  Table of Contents

                                                      Avery Dennison Corporation



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 spreading 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 continue to
work 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.



Overall, the pandemic has had a negative impact on our consolidated financial
results year-to-date. Net sales for the second quarter of 2020 were down
approximately 15% from the same period last year. However, we experienced
sequential improvement in the third quarter of 2020, with our net sales for the
period down approximately 2% from the same period last year, which was
significantly better than we anticipated at the start of the quarter. 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 and moderated in the third 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 during the rest of the second quarter and the third quarter.
Additionally, sales in our Industrial and Healthcare Materials ("IHM")
reportable segment declined significantly in the second quarter mainly due to
reduced industrial demand, particularly in automotive end markets, although we
experienced sequential improvement in the third quarter.



We expect that the pandemic will have a negative impact for the fourth quarter
and full year 2020. While we experienced sequential improvements in the third
quarter of 2020, demand is lower across our businesses. 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 macroeconomic impacts.  We are actively managing this dynamic
environment and have updated our scenario planning to reflect the unique aspects
of the pandemic.



                                                                              19

  Table of Contents

                                                      Avery Dennison Corporation



We have continued to execute various long-term productivity and temporary cost
saving actions to manage the downturn.  These have included 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
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 product
categories, and have heightened our focus on working capital management.  We
temporarily paused repurchasing shares during the second quarter of 2020 and
resumed repurchases late in the third quarter of 2020. In the initial stages of
the pandemic, we maintained our dividend rate; in October, we increased the rate
by approximately 7%. 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.



We continue to actively monitor the COVID-19 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     Nine Months Ended
                                September 26, 2020    September 26, 2020
Reported sales change                          (2) %                 (6) %
Foreign currency translation                     1                     2
Sales change ex. currency(1)                   (1)                   (4)
Acquisitions                                   (2)                   (2)
Organic sales change(1)                        (4)  %                (6) %

(1)Totals may not sum due to rounding


In the three and nine months ended September 26, 2020, net sales decreased on an
organic basis compared to the same period in the prior year primarily due to the
impact of COVID-19 on our markets and customers.



Net Income



Net income increased from approximately $141 million in the first nine months of
2019 to approximately $364 million for the first nine months of 2020.   Major
factors affecting the change in net income included the following:



? Prior-year settlement loss from U.S. pension plan termination

? Benefits from productivity initiatives , including temporary cost reduction

actions, and savings from restructuring actions, net of transition costs

? Net impact of pricing and raw material input costs






Offsetting factors:


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

? Higher restructuring charges

? Increased allowance for credit losses primarily as a result of COVID-19

? Impact of foreign currency translation






                                                                              20

  Table of Contents

                                                      Avery Dennison Corporation



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 of approximately $255
million (€238 million). We believe this acquisition enhances our research and
development capabilities, expands our product lines, and provides added
manufacturing capacity. Consistent with the time allowed to complete our
assessment, our valuation of certain acquired assets and liabilities, including
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 nine months ended September 26, 2020, we recorded $52.7 million in
restructuring charges related to our 2019/2020 actions.  These charges consisted
of severance and related costs for the reduction of approximately 2,050
positions at numerous locations across our company, which primarily included
actions in our Label and Graphic Materials ("LGM") and RBIS reportable segments.
The actions in LGM were primarily associated with the consolidation of our
graphics business in Europe, in part 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.



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.



Accounting Guidance Update

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





Cash Flow




                                                               Nine Months Ended
(In millions)                                       September 26, 2020      September 28, 2019

Net cash provided by operating activities         $              441.8    $              467.0
Purchases of property, plant and equipment                      (91.7)                 (132.9)
Purchases of software and other deferred
charges                                                         (13.8)                  (27.4)
Proceeds from sales of property, plant and
equipment                                                           .2                     7.7
Proceeds from insurance and sales (purchases)
of investments, net                                                5.2                     3.5
Contributions for U.S. pension plan
termination                                                          -                     9.5
Free cash flow                                    $              341.7    $              327.4




During the first nine 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 severance
payments related to restructuring actions. During the first nine months of 2020,
free cash flow increased compared to the same period last year primarily due to
a decrease in purchases of property, plant and equipment and reduced purchases
of software and other deferred charges, partially offset by a decrease in net
cash provided by operating activities and lower proceeds from sales of property,
plant and equipment.



                                                                              21

  Table of Contents

                                                      Avery Dennison Corporation



Outlook

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

? We expect net sales to decline as a result of COVID-19, although the amount of

the decline is 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 restructuring charges of approximately $60 million, including asset

impairment charges recognized during the first nine months of 2020.

? 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 approximately 24%.

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

? translation to reduce our net sales by approximately 1% and our operating

income by approximately $9 million.

? We anticipate capital and software expenditures of $165 million to $175


   million.



ANALYSIS OF RESULTS OF OPERATIONS FOR THE THIRD QUARTER





Income Before Taxes




                                                              Three Months Ended

(In millions, except percentages)                  September 26, 2020
September 28, 2019
Net sales                                        $            1,729.1    $            1,761.4
Cost of products sold                                         1,244.9                 1,289.7
Gross profit                                                    484.2                   471.7

Marketing, general and administrative expense                   258.3      

            265.3
Other expense (income), net                                      12.4                     6.7
Interest expense                                                 15.6                    19.0

Other non-operating expense (income), net                          .1      

               .8
Income before taxes                              $              197.8    $              179.9

Gross profit margin                                              28.0 %                  26.8 %




Gross Profit Margin

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



Marketing, General and Administrative Expense



Marketing, general and administrative expense decreased in the third quarter of
2020 compared to the same period last year primarily due to benefits from
productivity initiatives, including temporary cost reduction actions,and savings
from restructuring actions, net of transition costs, partially offset by higher
employee-related costs.



                                                                              22

  Table of Contents

                                                      Avery Dennison Corporation



Other Expense (Income), Net




                                                     Three Months Ended
(In millions)                            September 26, 2020        September 28, 2019
Other expense (income), net, by type
Restructuring charges:
Severance and related costs             $               6.5      $                3.3
Asset impairment charges                                4.4                         -
Other items:
Loss on investment                                      1.5                         -
Legal settlement                                          -                       3.4
Other expense (income), net             $              12.4      $                6.7



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 in the third quarter of 2020 compared to the same
period last year primarily reflecting lower borrowing rates from recently issued
long-term debt.


Other Non-Operating Expense (Income), Net

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

Net Income and Earnings per Share






                                                            Three Months Ended
(In millions, except per share amounts and
percentages)                                     September 26, 2020      September 28, 2019
Income before taxes                             $             197.8     $  

179.9


Provision for (benefit from) income taxes                      46.3                    34.6
Equity method investment (losses) gains                       (1.0)        

           (.7)
Net income                                      $             150.5     $             144.6
Per share amounts:
Net income per common share                     $              1.80     $              1.72
Net income per common share, assuming
dilution                                                       1.79                    1.71

Effective tax rate                                             23.4 %                  19.2 %



Provision for (Benefit from) Income Taxes



Our effective tax rate for the three months ended September 26, 2020 was 23.4%
compared to 19.2% in the same period last year.  The tax rate increase was
primarily due to higher discrete benefits related to effective settlements of
certain foreign tax audits in 2019.  Refer to Note 8, "Taxes Based on Income,"
to the unaudited Condensed Consolidated Financial Statements for more
information.



                                                                              23

  Table of Contents

                                                      Avery Dennison Corporation

RESULTS OF OPERATIONS BY REPORTABLE SEGMENT FOR THE THIRD QUARTER





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



Label and Graphic Materials




                                                               Three Months Ended
(In millions)                                       September 26, 2020      September 28, 2019

Net sales including intersegment sales            $            1,165.2    $

           1,203.3
Less intersegment sales                                         (19.8)                  (18.2)
Net sales                                         $            1,145.4    $            1,185.1
Operating income(1)                                              173.1                   159.0

(1)Included charges associated with
restructuring actions in both years               $                1.4    $

               1.2




Net Sales

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




                                Three Months Ended
                                September 26, 2020
Reported sales change                          (3) %
Foreign currency translation                     1
Sales change ex. currency(1)                   (3)
Acquisitions                                     -
Organic sales change(1)                        (3) %


(1)Totals may not sum due to rounding





In the third 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 and
raw material deflation-related price reductions.  On an organic basis, net sales
were comparable in emerging markets, increased by a low-single digit rate in
North America and decreased by approximately 10% in Western Europe.



Operating Income



Operating income increased in the third quarter of 2020 compared to the same
period last year primarily due to benefits from productivity initiatives,
including temporary cost reduction actions, material re-engineering, and savings
from restructuring actions, net of transition costs, as well as, benefits from
raw material deflation, net of pricing, partially offset by higher
employee-related costs and unfavorable volume/mix.



Retail Branding and Information Solutions






                                                              Three Months Ended
(In millions)                                      September 26, 2020      September 28, 2019

Net sales including intersegment sales            $             433.4     $

            412.4
Less intersegment sales                                         (7.3)                   (5.6)
Net sales                                         $             426.1     $             406.8
Operating income(1)                                              47.0                    45.7

(1)Included charges associated with
restructuring actions in both years and loss
on investment in 2020                             $               4.4     $               1.2




                                                                              24

  Table of Contents

                                                      Avery Dennison Corporation



Net Sales

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




                                Three Months Ended
                                September 26, 2020
Reported sales change                            5 %
Foreign currency translation                     1
Sales change ex. currency(1)                     5
Acquisitions                                  (10)
Organic sales change(1)                        (5) %


(1)Totals may not sum due to rounding


In the third quarter of 2020, net sales increased ex. currency compared to the
same period in the prior year due to approximately 65 % increase in sales of
RFID solutions in the segment, including the benefit of the Smartrac
acquisition, partially offset by an approximately 12% decline in the base
business due to lower demand for apparel. The substantial majority of our sales
of RFID solutions are reported within our RBIS reportable segment. On an organic
basis, net sales in the segment related to RFID solutions increased by a
high-teens rate. Company-wide, sales of RFID solutions increased on an organic
basis by approximately 20%.



Operating Income

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

Industrial and Healthcare Materials






                                                              Three Months Ended
(In millions)                                      September 26, 2020      September 28, 2019

Net sales including intersegment sales            $             159.6     $

            171.0
Less intersegment sales                                         (2.0)                   (1.5)
Net sales                                         $             157.6     $             169.5
Operating income(1)                                              12.5                    17.7

(1)Included charges associated with
restructuring in both years                       $               6.6     $                .9




Net Sales

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




                                Three Months Ended
                                September 26, 2020
Reported sales change                          (7) %
Foreign currency translation                   (1)
Sales change ex. currency(1)                   (8)
Acquisitions                                     -
Organic sales change(1)                        (8) %


(1)Totals may not sum due to rounding





In the third quarter of 2020, net sales decreased on an organic basis compared
to the same period in the prior year primarily due to a mid-single digit decline
in industrial categories and an approximately 11% decline in healthcare
categories.



Operating Income

Operating income decreased in the third quarter of 2020 compared to the same
period last year primarily due to lower volume and higher restructuring charges,
partially offset by benefits from productivity initiatives, including temporary
cost reduction actions and savings from restructuring actions, net of transition
costs, as well as favorable product mix.



                                                                              25

  Table of Contents

                                                      Avery Dennison Corporation

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





Income Before Taxes




                                                              Nine Months Ended

(In millions, except percentages)                  September 26, 2020
September 28, 2019
Net sales                                        $            4,980.6    $            5,297.2
Cost of products sold                                         3,628.4                 3,877.8
Gross profit                                                  1,352.2                 1,419.4

Marketing, general and administrative expense                   758.7      

            807.3
Other expense (income), net                                      57.3                    21.7
Interest expense                                                 54.4                    58.0

Other non-operating expense (income), net                        (.2)      

            448.2
Income before taxes                              $              482.0    $               84.2

Gross profit margin                                              27.1 %                  26.8 %




Gross Profit Margin

Gross profit margin for the first nine months of 2020 increased from the same
period last year primarily reflecting the benefit of pricing and raw material
input costs and benefits from productivity initiatives, including temporary cost
reduction actions, material re-engineering and savings from restructuring
actions, net of transition costs, partially offset by reduced fixed cost
leverage and unfavorable product mix.



Marketing, General and Administrative Expense



Marketing, general and administrative expense decreased in the first nine months
of 2020 compared to the same period last year primarily due to benefits from
productivity initiatives, including temporary cost reduction actions, and
savings from restructuring actions, net of transition costs, as well as,
favorable foreign currency translation, partially offset by the impact of the
Smartrac acquisition and increased allowance for credit losses.



Other Expense (Income), Net




                                                                       Nine Months Ended
(In millions)                                               September 26, 2020      September 28, 2019
Other expense (income), net, by type
Restructuring charges:
Severance and related costs                              $                46.4     $              19.8
Asset impairment charges and lease cancellation costs                     

6.2                     1.7
Other items:
Loss on investment                                                         1.5                       -
Transaction and related costs                                              3.2                       -
Legal settlement                                                             -                     3.4
Gain on sales of assets                                                      -                   (3.2)
Other expense (income), net                              $                57.3     $              21.7



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 in the first nine 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.





                                                                              26

  Table of Contents

                                                      Avery Dennison Corporation

Other Non-Operating Expense (Income), Net



Other non-operating expense decreased in the first nine 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






                                                             Nine Months Ended
(In millions, except per share amounts and
percentages)                                      September 26, 2020      September 28, 2019
Income before taxes                             $              482.0    $               84.2
Provision for (benefit from) income taxes                      114.8       

(58.9)


Equity method investment (losses) gains                        (2.8)       

           (2.0)
Net income                                      $              364.4    $              141.1
Per share amounts:
Net income per common share                     $               4.37    $               1.68
Net income per common share, assuming
dilution                                                        4.34                    1.66

Effective tax rate                                              23.8 %                (70.0) %



Provision for (Benefit from) Income Taxes



Our effective tax rate for the nine months ended September 26, 2020 was 23.8%
compared to (70.0)% in the same period last year.  The change in tax rate was
due to the tax benefits from the settlement charges associated with the
termination of the ADPP in the nine months ended September 28, 2019.  Refer to
Note 8, "Taxes Based on Income," to the unaudited Condensed Consolidated
Financial Statements for more information.



We estimate our effective tax rate for fiscal year 2020 to be approximately 24%.


 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.  We do not currently expect our effective tax rate to be
significantly impacted by COVID-19.  However, this expectation may change 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 factors
that may significantly influence the amount of benefit to be recognized in
fiscal year 2020.



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





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



Label and Graphic Materials




                                                               Nine Months Ended
(In millions)                                       September 26, 2020      September 28, 2019

Net sales including intersegment sales            $            3,475.5    $

           3,629.2
Less intersegment sales                                         (55.1)                  (59.5)
Net sales                                         $            3,420.4    $            3,569.7
Operating income(1)                                              483.1                   460.6

(1)Included charges associated with
restructuring actions in both years,
transaction and related costs in 2020, and
gain on sale of assets in 2019                    $               28.3    $

              13.2




                                                                              27

  Table of Contents

                                                      Avery Dennison Corporation



Net Sales

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




                                 Nine Months Ended
                                September 26, 2020
Reported sales change                          (4) %
Foreign currency translation                     2
Sales change ex. currency(1)                   (2)
Acquisitions                                     -
Organic sales change(1)                        (2) %


(1) Totals may not sum due to rounding





In the first nine 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-single digit rate in emerging
markets, increased by a low-single digit rate in North America and decreased by
a mid-single digit rate in Western Europe.



Operating Income


Operating income increased in the first nine months of 2020 compared to the same
period last year primarily due to benefits from productivity initiatives,
including temporary cost reduction actions, material re-engineering and savings
from restructuring actions, net of transition costs, as well as, benefits from
raw material deflation, net of pricing. These benefits were partially offset by
unfavorable volume/mix, higher restructuring charges, unfavorable foreign
currency translation, increased allowance for credit losses and higher
employee-related costs.



Retail Branding and Information Solutions






                                                               Nine Months Ended
(In millions)                                       September 26, 2020      September 28, 2019

Net sales including intersegment sales            $            1,142.3    $

           1,238.2
Less intersegment sales                                         (19.4)                  (14.8)
Net sales                                         $            1,122.9    $            1,223.4
Operating income(1)                                               67.2                   147.5

(1)Included charges associated with
restructuring actions in both years,
transaction and related costs and loss on
investment in 2020,  and gain on sale of
assets in 2019                                    $               20.6    $                 .9




Net Sales

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




                                 Nine Months Ended
                                September 26, 2020
Reported sales change                          (8) %
Foreign currency translation                     1
Sales change ex. currency(1)                   (7)
Acquisitions                                   (7)
Organic sales change(1)                       (14) %


(1) Totals may not sum due to rounding


In the first nine months of 2020, net sales decreased ex. currency compared to
the same period in the prior year due to an approximately 20% decline in the
base business driven by temporary closures of apparel manufacturing sites and
lower demand for apparel, partially offset by a nearly 30% increase in RFID
solutions in the segment including the benefit of the Smartrac acquisition. The
substantial majority of our sales of RFID solutions are reported within our RBIS
reportable segment. On an organic basis, sales in the segment

                                                                              28

  Table of Contents

                                                      Avery Dennison Corporation

related to RFID solutions increased by a low-single digit rate. Company-wide, sales of RFID solutions increased on an organic basis at a mid-single digit rate.





Operating Income

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



Industrial and Healthcare Materials






                                                              Nine Months Ended
(In millions)                                      September 26, 2020     September 28, 2019

Net sales including intersegment sales            $             442.1    $ 

           511.1
Less intersegment sales                                         (4.8)                  (7.0)
Net sales                                         $             437.3    $             504.1
Operating income(1)                                              34.9                   47.8

(1)Included charges associated with
restructuring in both years                       $               8.6    $               4.2




Net Sales

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




                                 Nine Months Ended
                                September 26, 2020
Reported sales change                         (13) %
Foreign currency translation                     1
Sales change ex. currency(1)                  (12)
Acquisitions                                     -
Organic sales change(1)                       (12) %


(1) Totals may not sum due to rounding





In the first nine months of 2020, net sales decreased on an organic basis
compared to the same period in the prior year primarily due to a mid-teens rate
decline in industrial categories and a mid-single digit decline in healthcare
categories.



Operating Income

Operating income decreased in the first nine months of 2020 compared to the same
period last year primarily due to lower volume and higher restructuring charges,
partially offset by benefits from productivity initiatives, including temporary
cost reduction actions and savings from restructuring actions, net of transition
costs.



                                                                              29

  Table of Contents

                                                      Avery Dennison Corporation



FINANCIAL CONDITION



Liquidity



Operating Activities




                                                               Nine Months Ended
(In millions)                                       September 26, 2020      September 28, 2019
Net income                                        $              364.4    $              141.1
Depreciation                                                     113.7                   105.3
Amortization                                                      36.1                    28.1

Provision for credit losses and sales returns                     50.4                    42.4
Stock-based compensation                                          12.1                    25.5
Pension plan settlements and related charges                         -                   446.9
Deferred taxes and other non-cash taxes                           17.1                 (176.4)
Other non-cash expense and loss (income and
gain), net                                                        35.3                    17.5
Changes in assets and liabilities and other
adjustments                                                    (187.3)                 (163.4)
Net cash provided by operating activities         $              441.8    $

             467.0




During the first nine 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 severance
payments related to restructuring actions.



Investing Activities




                                                               Nine Months Ended
(In millions)                                       September 26, 2020      September 28, 2019

Purchases of property, plant and equipment        $             (91.7)    $            (132.9)
Purchases of software and other deferred
charges                                                         (13.8)                  (27.4)
Proceeds from sales of property, plant and
equipment                                                           .2                     7.7
Proceeds from insurance and sales (purchases)
of investments, net                                                5.2                     3.5
Payments for acquisition, net of cash
acquired, and investments in businesses                        (262.8)                   (6.5)
Net cash used in investing activities             $            (362.9)    $

           (155.6)



Purchases of Property, Plant and Equipment

During the first nine 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 nine months of 2020 and 2019, we invested in information technology upgrades worldwide. During the first nine 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 nine 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 nine months of 2020, we had lower net purchases of investments and lower proceeds from insurance associated with our corporate-owned life insurance policies compared to the same period last year.





                                                                              30

  Table of Contents

                                                      Avery Dennison Corporation

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



During the first nine months of 2020, we paid consideration, net of cash
acquired, of approximately $255 million to acquire Smartrac, which we initially
funded through commercial paper borrowings, and we invested in certain strategic
unconsolidated businesses.  During the first nine months of 2019, we made
investments in certain strategic unconsolidated businesses.



Financing Activities




                                                                    Nine Months Ended
(In millions)                                            September 26, 2020      September 28, 2019
Net increase (decrease) in borrowings (maturities
of three months or less)                               $             (57.1)    $               68.9
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                     (268.9)

                 (17.7)
Dividends paid                                                      (145.2)                 (141.3)
Share repurchases                                                    (52.2)                 (204.3)
Net (tax withholding) proceeds related to
stock-based compensation                                             (20.0)                  (17.4)
Payments of contingent consideration                                      -                   (1.6)
Net cash used in financing activities                  $             (49.7)

   $            (313.4)



Borrowings and Repayment of Debt



Given the seasonality of our cash flow from operating activities, during the
first nine 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, with those
borrowings subsequently repaid using the net proceeds of $493.7 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 uncertainty as a result of COVID-19
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
our recently-extended $800 million 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 $1.74 per share in the first nine months of 2020 compared
to $1.68 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. In October 2020, we
increased our quarterly dividend to $.62, representing an increase of
approximately 7%.



Share Repurchases

During the first nine months of 2020 and 2019, we repurchased approximately .4
million and 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 resumed the repurchase of shares late in the third quarter of 2020.



Analysis of Selected Balance Sheet Accounts

Long-lived Assets

In the nine months ended September 26, 2020, goodwill increased by approximately $129 million to $1.06 billion, which reflected the preliminary valuation of goodwill associated with the Smartrac acquisition and the impact of foreign currency translation.





In the nine months ended September 26, 2020, other intangibles resulting from
business acquisitions, net, increased by approximately $68 million to $194.1
million, which reflected the valuation of other intangibles from the Smartrac
acquisition and the impact of foreign currency translation, partially offset by
current year amortization expense.



                                                                              31

  Table of Contents

                                                      Avery Dennison Corporation

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 September 26, 2020, the balance of our shareholders' equity was $1.33 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






                         Nine Months Ended
(In millions)           September 26, 2020
Change in net sales    $             (103)




International operations generated approximately 75% of our net sales during the
nine months ended September 26, 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
nine months of 2020 compared to the same period last year was primarily related
to sales in Brazil and China, euro-denominated sales, and sales in India.



Effect of Foreign Currency Transactions





The impact on net income 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 

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




(In millions, except percentages)                 September 26, 2020      September 28, 2019
(A) Working capital                             $              558.5    $               65.5
Reconciling items:
Cash and cash equivalents                                    (284.7)                 (224.2)
Other current assets                                         (214.5)                 (220.0)
Short-term borrowings and current portion of
long-term debt and finance leases                              124.1                   514.2
Accrued payroll and employee benefits and
other current liabilities                                      759.1                   712.5
(B) Operational working capital                 $              942.5    $              848.0
(C) Third-quarter net sales, annualized         $            6,916.4    $  

7,045.6


Operational working capital, as a percentage
of annualized current-quarter net sales:
(B) ÷ (C)                                                       13.6 %                  12.0 %




                                                                              32

  Table of Contents

                                                      Avery Dennison Corporation



Accounts Receivable Ratio

The average number of days sales outstanding was 65 days in the first nine
months of 2020 compared to 63 days in the first nine months of 2019, calculated
using the average of the three quarter-end trade accounts receivable balances
divided by the average daily sales for the first nine months.  The increase in
the average number of days sales outstanding primarily reflected the impact of
COVID-19 on sales, partially offset by focused collection results.



Inventory Ratio



Average inventory turnover was 6.9 in the first nine months of 2020 compared to
7.7 in the first nine months of 2019, calculated using the annualized cost of
sales (year-to-date cost of products sold, divided by three and multiplied by
four) divided by the three-quarter average inventory balance at quarter-end.

The decrease in average inventory turnover primarily reflected lower cost of products sold due to lower volume and inventory build to meet unpredictable customer demands, both as a result of COVID-19, partially offset by focused efforts to optimize inventory balances relative to demand.

Accounts Payable Ratio



The average number of days payable outstanding was 73 days in the first nine
months of 2020 compared to 74 days in the first nine months of 2019, calculated
using the three-quarter average accounts payable balance divided by the average
daily cost of products sold for the first nine months. The decrease in the
average number of days payable outstanding from the prior year primarily
reflected lower purchase levels related to inventory optimization efforts,
partially offset by longer payment terms and the impact of foreign currency

translation.



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 September 26,
2020, we had cash and cash equivalents of $284.7 million held in accounts at
third-party financial institutions.



Our cash balances are held in numerous locations throughout the world. At September 26, 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
September 26, 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 September 26, 2020 and December 28, 2019,
our ratio was substantially below the maximum ratio required by the Revolver.



In March 2020, we issued $500 million of senior notes, due April 2030. These
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 our $250 million 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.



                                                                              33

  Table of Contents

                                                      Avery Dennison Corporation



Capital from Debt

The carrying value of our total debt increased by approximately $205 million in
the first nine months of 2020 to $2.14 billion, primarily reflecting the
issuance of senior notes in March 2020, partially offset by long- and
medium-term debt repayments in the second quarter of 2020 and 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 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 for this information. 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 for this information.

© Edgar Online, source Glimpses