CCL Industries Inc Annual Report 2012

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FY2012 Annual Report · CCL Industries Inc

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Expanding
Our Horizons

C C L I N D U S T R I E S I N C . 2 0 1 2 A N N U A L R E P O R T

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CCL iS A GLOBAL SPECiALiT y PACkAGiNG COMPANy

HEAdqUARTEREd iN T ORONTO, CANAd A

3 business segments: Label, Container and Tube
74 locations in 26 countries
6,600 employees

C C L L a bE L

C C L COn t aInEr

C C L tu bE

CCL Label is the world’s largest converter
of pressure sensitive and film materials and
sells to leading global customers in the
consumer packaging, healthcare and
consumer durable segments.

A global player in its industry, CCL Label is
driving growth in emerging markets with new
plants in Thailand, China and Brazil.

CCL Container is a leading North American
manufacturer of sustainable aluminum aerosol
containers and bottles for premium brands
in the home and personal care and food and
beverage markets.

CCL Container operates facilities in Canada,
the United States and Mexico offering
customers superior quality, high-end graphics
and innovative bottle shapes.

CCL Tube produces highly decorated extruded
plastic tubes for premium brands in the
personal care and cosmetics markets in
North America.

With added capability and best-in-class facilities
in Los Angeles, CA, and Wilkes-Barre, PA, CCL
Tube has expanded market share and moved
into a leadership position selling highly decorated
extruded tubes to its North American customers.

number of Plants (by location)

North America – 20
Latin America – 5
Europe – 22
Asia – 9
Australia – 4
Africa – 1
Russia – 3
Middle East – 4

North America – 2
Latin America – 2

North America – 2

CCL Label represents 80%
of total CCL sales.

CCL Container represents 14%
of total CCL sales.

CCL tube represents 6%
of total CCL sales.

CAUTION ABOUT FORWARD-LOOKING INFORMATION This ANNUAL REPORT contains forward-looking information and forward-looking statements, as defined under applicable securities laws, (hereinafter
collectively referred to as “forward-looking statements”) that involve a number of risks and uncertainties. Forward-looking statements include all statements that are predictive in nature or depend on future events
or conditions. Forward-looking statements are typically identified by, but not limited to, the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans” or similar expressions. Statements regarding
the operations, business, financial condition, priorities, ongoing objectives, strategies and outlook of the Company, other than statements of historical fact, are forward-looking statements. Specifically, this ANNUAL
REPORT contains forward-looking statements regarding the anticipated growth in sales, income and profitability of the Company’s segments; the Company’s improvement in market share; the Company’s capital
spending levels and planned capital expenditures in 2013; the adequacy of the Company’s financial liquidity; the Company’s targeted return on equity, earnings per share, EBITDA growth rates and dividend payout;
the Company’s effective tax rate; the Company’s ongoing business strategy; and the Company’s expectations regarding general business and economic conditions and the completion and success of the acquisition
of the label converting businesses from Avery dennison.
Forward-looking statements are not guarantees of future performance. They involve known and unknown risks and uncertainties relating to future events and conditions including, but not limited to, the uncertainty
of the recovery from the global financial crisis and its impact on the world economy and capital markets; the impact of competition; consumer confidence and spending preferences; general economic and
geopolitical conditions; currency exchange rates; interest rates and credit availability; technological change; changes in government regulations; risks associated with operating and product hazards; and CCL’s
ability to attract and retain qualified employees. Do not unduly rely on forward-looking statements as the Company’s actual results could differ materially from those anticipated in these forward-looking statements.
Forward-looking statements are also based on a number of assumptions, which may prove to be incorrect, including, but not limited to, assumptions about the following: global economic recovery and higher
consumer spending; improved customer demand for the Company’s products; continued historical growth trends, market growth in specific segments and entering into new segments; the Company’s ability to
provide a wide range of products to multinational customers on a global basis; the benefits of the Company’s focused strategies and operational approach; the Company’s ability to implement its acquisition
strategy and successfully integrate acquired businesses; the achievement of the Company’s plans for improved efficiency and lower costs, including the ability to pass on aluminum cost increases to its customers;
the availability of cash and credit; fluctuations of currency exchange rates; the Company’s continued relations with its customers; and general business and economic conditions. Should one or more risks
materialize or should any assumptions prove incorrect, then actual results could vary materially from those expressed or implied in the forward-looking statements. Further details on key risks can be found
throughout this report and particularly in Section 4: “Risk and Uncertainties.”
Except as otherwise indicated, forward-looking statements do not take into account the effect that transactions or non-recurring or other special items announced or occurring after the statements are made may
have on the business. Such statements do not, unless otherwise specified by the Company, reflect the impact of dispositions, sales of assets, monetizations, mergers, acquisitions, other business combinations or
transactions, asset write-downs or other charges announced or occurring after forward-looking statements are made. The financial impact of these transactions and non-recurring and other special items can be
complex and depends on the facts particular to each of them and therefore cannot be described in a meaningful way in advance of knowing specific facts.
The forward-looking statements are provided as of the date of this ANNUAL REPORT, and the Company does not assume any obligation to update or revise the forward-looking statements to reflect new events or
circumstances, except as required by law.

Unless the context otherwise indicates, a reference to “CCL” or “the Company” means CCL Industries Inc., its subsidiary companies and equity accounted investments.

CCL 2218 2012 AR_cover.indd 2

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aL U E - E N HaN C I Ng aC Q U I S I T IoN S .

E x p aN D I Ng

oU R

H oR Iz oN S

Donald g. Lang
Executive Chairman

geoffrey T. martin
President and
Chief Executive Officer

ST RoNg opE Ra T I Ng p E Rf oRm aN C E

automotive and industrial machine OEMs with heavy-duty

Throughout the year economic conditions remained unsettled,

durable products, including LED displays.

but CCL posted continuing good growth in both sales and

CCL Label operates 68 state-of-the-art plants that are globally

profitability across all business segments and in most of the

located to meet the sourcing needs of its international

countries in which we operate. Sales increased by 3% and

customers. Operating in 26 countries, this worldwide network

net earnings were up by 16%. Foreign currency translation

has been built through acquisitions in the developed world and

negatively impacted earnings by 6%, but our geographic reach,

greenfield sites in emerging markets. Over the last decade,

with 47% of revenues in North America, 32% in Europe and 21%

significant investment in our facilities and technologies has

in emerging markets, mitigated the downside performance.

created uniquely specialized operations with the capacity

With all business segments contributing to our success, CCL

reported a 13% increase in adjusted basic earnings per share*

(“EPS”) from $2.57 in 2011 to $2.91 in 2012.

and capability to support customers’ product launches,

development innovations and supply-chain initiatives all

around the world.

C C L L a bE L

In a low-growth global economy, CCL Label posted a solid

performance, increasing sales by 3% over 2011. Sales gains in

CCL Label is the world’s largest converter of pressure sensitive

North America were solid and Europe reported low single-digit

and film materials for decorative, functional and information

growth in a tough environment. Emerging markets registered

labels used by large global customers. With sales in excess

double-digit growth, despite a slowdown in Brazil and parts

of $1 billion and representing 80% of CCL’s total revenue,

of Southeast Asia, and now represent over 21% of CCL Label

this business segment delivers over 85% of the Company’s

total revenues. Excluding the impact of currency translation,

operating income.*

We service three main customer groups: Home & Personal

Care, Healthcare & Specialty, and Food & Beverage. Each of

these three business sectors is responsible for approximately

worldwide Label sales increased by 7% and profitability

improved by 11% compared to 2011. CCL Label’s 22% EBITDA*

margin continued to be at the high end of the range for the

specialty packaging industry.

25% to 35% of our global Label revenues. In addition, our

All business sectors and geographic regions performed to

small but growing CCL Design business services European

expectations in 2012. Our Home & Personal Care sector gained

CCL INDUSTRIES INC. 2012 Annual Report

2 0 1 2 LE T T E R T O SH A R E H O L D E R S

market share, enabling global product launches and label

plant in Sonoma, California, which will become operational in

supply-chain management programs as customers look to

early 2013. We also established a new wine label joint venture,

consolidate their purchases with fewer larger suppliers. Double-

Acrus-CCL, in Santiago, Chile, and the plant start-up there has

digit sales increases continued in Asia driven by domestic

been one of the most successful in our history. We made some

demand in China. To accommodate this growth, a much needed

progress in Australia, with demand improving slightly from the

large new plant was constructed in Bangkok, Thailand, and

lows created by the strong currency.

commenced operations in the first quarter of 2013. Growth

in Latin America slowed due to economic conditions in Brazil.

However, prospects for the region remain high and we invested

in a significant expansion at our site in Vinhedo near São Paulo,

which will be completed in 2013. Profitability at our lower-

margin European business improved significantly and closed

the gap on our U.S. operations, which had a solid year.

In 2012, our Healthcare & Specialty sector delivered very solid

results in all regions of the world despite tougher conditions in

Europe and unusual U.S. weather patterns that impacted the

agricultural chemicals market. Healthcare North America and

Australia enjoyed double-digit sales growth due to market share

gains and the addition of Graphitype, a pharmaceutical label

business located in Sydney, Australia, which was acquired in

July. Our new plant in Raleigh, North Carolina, which services

the Raleigh-Durham Triangle, the fastest-growing region of the

United States for pharmaceutical manufacturing, made good

progress in 2012 and is expanding its product line to include

CCL Design had a solid 2012 driven by the success of the

German automotive industry, although there were clear signs

of softer demand in the latter part of the year, which impacted

results in the fourth quarter.

Emerging markets continue to be a major success story, with

sales exceeding 21% of CCL Label revenues. With eight plants

in Asia, sales will exceed $100 million for the first time in 2013,

as domestic consumer demand remains robust. Next year we

will build a new greenfield site in the Philippines to service

Home & Personal Care customers with manufacturing sites

that export around the Asia Pacific region. In 2012, we set up a

small operation in Osaka to act as a staging and finishing centre

to help imports and support our small sales team in Japan. In

Latin America we will add new capacity and capability to both

our Mexican and Brazilian operations, as customers remain

confident of growth in both countries despite the declining

Brazilian real and a softer economy in Brazil. In Eastern Europe

we are expanding our operations in Poland, which was a

slit and printed-for-use blister pack foils and films under our

success story in 2012.

distribution agreement with ACG of India. We are also making

good headway servicing global customers in Asia from our new

plant in Tianjin, China.

We had another profitable year at our CCL-Kontur joint venture

in Russia, with plants in Moscow and St. Petersburg and a

newly acquired business in the important vodka-producing

CCL Label’s Food & Beverage sector posted strong results as

region of Siberia in Novosibirsk. Pacman-CCL in Dubai grew

global customers continued to adopt new decorating concepts,

rapidly across the Middle East and had a record year, making a

using CCL’s sleeves and pressure sensitive labels to replace

meaningful contribution to our results. A new facility in Jeddah,

traditional wet glue systems to “premiumize” brands. Our

Saudi Arabia, will become operational in the first half of 2013.

shrink sleeves now provide “special edition” decoration for

In April 2012, we established Acrus-CCL in Santiago, Chile, and

many of the world’s leading spirit brands. Beverage sales and

we expect this operation to be profitable in the coming year. CCL

profitability grew significantly as customers gained market

holds a 50% economic interest in all of these investments and

share using Super Stretch Sleeves and our “no look label”

is actively involved as the strategic partner. We continue to seek

solutions that include our proprietary WashOff technology to

opportunities in new geographic markets through joint ventures

enhance their brands. European sales grew rapidly on exports

and licence agreements such as those established in 2011

to developing markets in Africa and Eastern Europe. Sales in

with Master Label, the largest label converter in Indonesia, and

Asia also experienced strong growth, particularly in China. CCL

DekoPak, a well-known producer of sleeve labels in Turkey. Both

was proud to be nominated as Supplier of the Year for Diageo

companies trade under the CCL name in conjunction with their

North America, and we built a new state-of-the-art wine label

own and use our corporate identity system.

2 CCL INDUSTRIES INC. 2012 Annual Report

C C L C oN T aI N E R aN D C C L TUbE

CCL Container delivered strong results driven by solid demand

for aerosols and much improved operational execution. Sales

increased by 3% and profitability improved significantly by 32%.

Mexico achieved record performance with double-digit sales

growth and outstanding profit improvement. Our U.S. plant also

Our financial strength and stability has enabled CCL to deliver

dividends to shareholders without omission or reduction and

with regular increases for over 30 years. In 2012, we increased

our dividend by over 10%, and dividends have more than

doubled over the last decade. The 27% dividend payout ratio in

2012 continued to exceed our 25% target.

had a very solid year despite lower sales of beverage bottles.

With substantial debt capacity and the confidence of the

The Canadian plant continued to post losses but generated

financial community, CCL is well positioned to expand our

good free cash flow,* and we expect the plant to get back into

horizons. Our acquisition strategy continues to be focused on

positive territory in 2013 due to better pricing. Free cash flow

geographies and markets that can deliver growth and greater

for the segment reached an all-time high.

value for shareholders, coupled with our proven financial

CCL Tube had another outstanding year and continues to

discipline to evaluate potential transactions.

exceed all expectations. Sales were up by 3% and profits by

With over 95% of our revenue coming from outside of Canada,

13% as both plants delivered exceptional results in soft market

CCL continues to provide shareholders with considerable

conditions for the personal care and cosmetic business. Our

geographic risk diversification.

two best-in-class facilities have the leading position in North

America for highly decorated extruded tubes sold to personal

care and cosmetic customers and continue to gain share. We

commenced an expansion of our Wilkes-Barre, Pennsylvania,

site in 2012 and plan to increase capacity and capability at

both sites in the next two years as we continue to strive for

greater market share.

ST RoNg f I NaN C IaL poS I T IoN

g Lo b aL LEaD E R S H Ip I N a SU S T aI Na bL E W oR L D

CCL has 74 operations throughout 26 countries on six

continents that service customers wherever they have

needs around the world, but it is our leadership that really

leverages these worldwide assets. Our management team is

geographically diverse and entrepreneurial with one common

focus – our customers. Our operating philosophy is to “think

globally and act locally,” enabling us to secure product

We believe that low global economic growth rates will be the

supply for customers around the world while meeting specific

new norm for the next few years as governments wrestle

local market needs. Our acquisitions, joint ventures and

with many macroeconomic challenges. In such times new

licence agreements bring us knowledge of different cultures,

opportunities often arise and we ended 2012 with significant

new technologies and innovations, along with a frontier

balance sheet capacity. Cash flow from operations reached

entrepreneurial spirit. People are one of the key criteria for

$199 million and net debt to total capitalization ratio at the

assessing acquisition opportunities.

end of the year was just 14%. We took advantage of favourable

market conditions to replace our revolving debt agreement,

expanding the credit commitment with a more flexible structure

to support the Company’s worldwide initiatives.

CCL’s highly experienced board of directors brings a diverse

set of skills and knowledge to our deliberations, providing

counsel to management and strong corporate governance. In

2012 we were pleased to welcome Philip Gresh to the board

In 2012, we invested $92 million net of disposals to improve

and look forward to benefiting from his insight and knowledge

productivity, expand our product capabilities and add to our

of manufacturing and the global packaging industry. Jon Grant

geographic reach with new greenfield facilities in developing

retired from the board in 2012 and his guidance and wisdom

markets. We expect that our capital expenditures will continue

will be missed. Alan Horn, a director for over four years, was

to be at or below depreciation for the immediate future.

appointed lead director. We would like to recognize Janis Wade,

CCL INDUSTRIES INC. 2012 Annual Report

2 0 1 2 LE T T E R T O SH A R E H O L D E R S

Senior Vice President, Human Resources and Corporate

Our exciting new announcement to acquire two label converting

Communications retiring after 35 years with the Company.

businesses from Avery Dennison, with over $900 million in

The Company and its board deeply appreciates Jan’s many

revenues, has the potential to transform your company at

significant contributions to the development and direction of

many levels. It introduces a direct-to-consumer element to our

the Company in the course of her career.

business for the first time, adds to our footprint, significantly

We continue to develop initiatives to reduce the carbon

footprint of CCL’s products and services. We are converting

and generating solar power at our new Raleigh plant. Most of

our operations have moved to eliminate wooden pallets and

corrugated boxes in collaborative logistic partnerships, using

multi-trip returnable systems with suppliers and customers. Our

patented WashOff technology facilitates multiple use of glass

bottles decorated with pressure sensitive labels, thus reducing

the impact of glass going to landfill. Our Super Stretch Sleeves

expands our presence in the Durables market and brings many

interesting new technologies and a team of really great people

who we believe will be energized by the CCL way of doing things.

The acquisition will be the largest in our long history, but these

are businesses that we know well and the financial metrics fall

well within the parameters that the investment community has

seen from us over the last decade. This transaction is subject to

certain regulatory approvals and completion procedures and is

expected to close in the first half of 2013.

decorate PET beverage containers without using adhesive

We are excited about our future growth and comfortable with

or heat and facilitate the easy removal of the label for bottle

our capability to weather continuing economic uncertainty.

recycling. Our new plant in São Paulo, Brazil, was designed

We believe that our global leadership in labels underpins our

and is being built to exacting standards to minimize our carbon

shareholder value. Acquisitions are a significant component of

footprint and become a model for future facility constructions.

our success, but so is ongoing investment in our base business.

E x paN D I Ng o U R H oR Iz oN S

Over the last decade CCL has transformed itself into the

largest label company in the world and the North American

leader in highly decorated aluminum containers and plastic

tubes. We have expanded our horizons by providing new

innovative products and entering new geographies to meet our

global customers’ needs and the growth expectations of our

shareholders. Our strong financial and leadership foundation has

enabled CCL to redesign itself to become a global company with

a clear mandate and a well-executed strategy. We have continued

to prove our capacity and capability for change. Our passion

for continuous improvement, coupled with a focused capital

investment plan, has created our global network of 74 facilities

supporting our customers around the world, helping them turn

innovative concepts into products that make a difference. We

applaud our employees’ dedication to making CCL a great place

to work and believe that it is synonymous with becoming a

world-class supplier to our customers.

We would like to thank our customers and suppliers for

their continued support and recognize and thank our

6,600 employees around the world for their commitment,

creativity and constant drive for success.

Donald g. Lang
Executive Chairman

geoffrey T. martin
President and
Chief Executive Officer

* Non-IFRS measures. See section 5 of CCL’s Management’s Discussion and Analysis for more detail.

4 CCL INDUSTRIES INC. 2012 Annual Report

f I NaN C IaL HIgH L IgH T S

(In thousands of Canadian dollars, except per share and ratio data)

Sales

EBITDA*

% of sales

Restructuring and other items – net loss

Net earnings

% of sales

basic earnings per Class b share
Net earnings
Diluted earnings
Adjusted basic earnings per Class B share*
Dividends

At year end

Total assets
Net debt**
Shareholders’ equity
Net debt to total book capitalization
Return on equity (before other expenses)*
Book value per Class B share
Number of employees

A non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A.

** See table on page 23.

2012

2011

% Change

$ 1,308,551

$ 1,268,477

$ 254,619

239,106

3.2%

6.5%

18.8%

797

84,126

15.9%

19.5%

—

97,490

7.5%

2.91
2.86
2.91
0.78

$
$
$
$

6.6%

2.54
2.50
2.57
0.70

$ 1,654,083
$ 140,061
$ 887,187
13.6%
11.4%
26.35
6,600

$ 1,613,481
$ 213,270
$ 816,880
20.7%
10.7%
24.46
6,400

14.6%
14.4%
13.2%
11.4%

2.5%
(34.3%)
8.6%

7.7%
3.1%

CCL INDUSTRIES INC. 2012 Annual Report

maNa gEmE N T’S DI S C U S S IoN aN D a NaL Y S I S

Years ended December 31, 2012 and 2011 (Tabular amounts in millions of Canadian dollars, except per share data)

This Management’s Discussion and Analysis of the financial condition and results of operations (“MD&A”) of CCL Industries Inc. (“CCL” or
“the Company”) relates to the years ended December 31, 2012 and 2011. In preparing this MD&A, the Company has taken into account
information available until February 21, 2013, unless otherwise noted. This MD&A should be read in conjunction with the Company’s
December 31, 2012, year-end financial statements, which form part of the CCL Industries Inc. 2012 Annual Report dated February 21,
2013. The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and, unless
otherwise noted, both the financial statements and this MD&A are expressed in Canadian dollars as the reporting currency. The major
measurement currencies of CCL’s operations are the Canadian dollar, the U.S. dollar, the euro, the Australian dollar, the Brazilian real,
the Chinese renminbi, the Danish krone, the Japanese yen, the Mexican peso, the Polish zloty, the Russian rouble, the South African
rand, the Thai baht, the U.K. pound sterling and the Vietnamese dong. All per Class B non-voting share (“Class B share”) amounts in
this document are expressed on an undiluted basis, unless otherwise indicated. CCL’s Audit Committee and its Board of Directors have
reviewed this MD&A to ensure consistency with the approved strategy of the Company and the results of the Company.

FO R W A R D- LO O K I N G IN F O R M A T I O N

This MD&A contains forward-looking information and forward-looking statements as defined under applicable securities laws
(hereinafter collectively referred to as “forward-looking statements”) that involve a number of risks and uncertainties. Forward-looking
statements include all statements that are predictive in nature or depend on future events or conditions. Forward-looking statements
are typically identified by, but not limited to, the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans” or similar
expressions. Statements regarding the operations, business, financial condition, priorities, ongoing objectives, strategies and outlook
of the Company, other than statements of historical fact, are forward-looking statements. Specifically, this MD&A contains forward-
looking statements regarding the anticipated growth in sales, income and profitability of the Company’s segments; the Company’s
improvement in market share; the Company’s capital spending levels and planned capital expenditures in 2013; the adequacy of the
Company’s financial liquidity; the Company’s targeted
return on equity, earnings per share, EBITDA growth
rates and dividend payout; the Company’s effective
tax rate; the Company’s ongoing business strategy;
and the Company’s expectations regarding general
business and economic conditions.

I N D Ex

7 1. Corporate overview
7 A) The Company
7 B) Customers and Markets
8 C) Strategy and Financial Targets
10 D) Recent Acquisitions and Dispositions
10 E) Subsequent Event
11 F) Consolidated Annual Financial Results
13 G) Seasonality and Fourth Quarter Financial Results

16 2. business Segment Review
16 A) General
18 B) Label Segment
20 C) Container Segment
22 D) Tube Segment

23 3. financing and Risk management
23 A) Liquidity and Capital Resources
24 B) Cash Flow
25 C) Interest Rate, Foreign Exchange Management and Other Hedges
26 D) Shareholders’ Equity and Dividends
27 E) Commitments and Other Contractual Obligations
28 F) Controls and Procedures

29 4. Risks and Uncertainties

33 5. accounting policies and Non-IfRS measures
33 A) Key Performance Indicators and Non-IFRS Measures
38 B) Accounting Policies and New Standards
38 C) Critical Accounting Estimates
40 D) Related Party Transactions

40 6. outlook

6 CCL INDUSTRIES INC. 2012 Annual Report

Forward-looking statements are not guarantees of
future performance. They involve known and unknown
risks and uncertainties relating to future events and
conditions including, but not limited to, the uncertainty
of the recovery from the global financial crisis and its
impact on the world economy and capital markets;
the impact of competition; consumer confidence
and spending preferences; general economic and
geopolitical conditions; currency exchange rates;
interest rates and credit availability; technological
change; changes in government regulations; risks
associated with operating and product hazards; and
CCL’s ability to attract and retain qualified employees.
Do not unduly rely on forward-looking statements as
the Company’s actual results could differ materially
from those anticipated in these forward-looking
statements. Forward-looking statements are also
based on a number of assumptions, which may
prove to be incorrect, including, but not limited to,
assumptions about the following: global economic
recovery and higher consumer spending; improved
customer demand for the Company’s products;
continued historical growth trends, market growth in
specific segments and entering into new segments;
the Company’s ability to provide a wide range of
products to multinational customers on a global

basis; the benefits of the Company’s focused strategies and operational approach; the Company’s ability to implement its acquisition
strategy and successfully integrate acquired businesses; the achievement of the Company’s plans for improved efficiency and lower
costs, including the ability to pass on aluminum cost increases to its customers; the availability of cash and credit; fluctuations of
currency exchange rates; the Company’s continued relations with its customers; and general business and economic conditions.
Should one or more risks materialize or should any assumptions prove incorrect, then actual results could vary materially from those
expressed or implied in the forward-looking statements. Further details on key risks can be found throughout this report and particularly
in Section 4: “Risks and Uncertainties.”

Except as otherwise indicated, forward-looking statements do not take into account the effect that transactions or non-recurring or
other special items announced or occurring after the statements are made may have on the business. Such statements do not, unless
otherwise specified by the Company, reflect the impact of dispositions, sales of assets, monetizations, mergers, acquisitions, other
business combinations or transactions, asset write-downs or other charges announced or occurring after forward-looking statements
are made. The financial impact of these transactions and non-recurring and other special items can be complex and depends on the
facts particular to each of them and therefore cannot be described in a meaningful way in advance of knowing specific facts.

The forward-looking statements are provided as of the date of this MD&A and the Company does not assume any obligation to update
or revise the forward-looking statements to reflect new events or circumstances, except as required by law.

Unless the context otherwise indicates, a reference to “CCL” or “the Company” means CCL Industries Inc., its subsidiary companies
and equity accounted investments.

1 . CoRp oRaT E oV E R V I E W

a) The Company

CCL Industries Inc. is a world leader in the development of label solutions for global producers of consumer brands in the home and
personal care, healthcare, durable goods, and specialty food and beverage sectors and a specialty supplier of aluminum aerosol
cans, bottles and extruded plastic tubes for the same customers in North America. Founded in 1951, the Company has been publicly
listed under its current name since 1980. CCL’s corporate office is located in Toronto, Canada, with its operational leadership centred
in Framingham, Massachusetts, United States. The corporate office provides executive and centralized services such as finance,
accounting, internal audit, treasury, risk management, legal, tax, human resources, information technology and environmental, health
and safety. The Framingham office provides operational direction and oversees the activities of CCL’s Segments: Label, Container and
Tube. CCL employs approximately 6,600 people in 74 production facilities located in North America, Latin America, Europe, Australia,
South Africa and Asia, including equity investments in Russia, operating three facilities, the Middle East operating four facilities and
Chile operating one facility. The Company also has a label licence holder operating a plant in Turkey, and a label and tube licence
holder operating two plants in Indonesia.

b) Customers and markets

CCL’s customer base is primarily comprised of a
significant number of global consumer product,
healthcare, chemical, beverage and durable goods
companies. A strategy of many of CCL’s customers is
a continuous focus on growing their global market
positions. Recent industry trends include customer
consolidation, even among the largest players, and a
disproportionate growth in sales in emerging markets
and relatively lower growth in the developed world.

Demand for consumer staples and healthcare products
generally remains consistent throughout economic
cycles as the end use often requires daily consumption.
These markets are less volatile than consumer durables

SALES FROM CONTINUING OPS
(in millions of Canadian dollars)

NET EARNINGS
PER CLASS B SHARE
(in Canadian dollars)

1,500

1,200

900

600

300

1500

1200

900

600

300

08 09 10 11

3.5

2.8

2.1

1.4

0.7

3.5

2.8

08 09 10 11

CCL INDUSTRIES INC. 2012 Annual Report

2.1

1.4

0.7

0.0

Sale s Continuing OPS

Net Earnings pe r Cla ss B

"08

"09

"10

"11

"12

1189

1199

1192

1268

1309

"08

"09

"10

"11

"12

1.5

1.31

2.17

2.5

2.91

MA N A G E M E N T’S DI S C U S S I O N

A N D AN A L Y S I S

Years ended December 31, 2012 and 2011 (Tabular amounts in millions of Canadian dollars, except per share data)

and the information technology industry that have higher price points and can be impacted by changes in how society works. Certain
markets, such as beverage and agro-chemical products, are more seasonal in nature and affect the variability of quarterly sales and
profitability.

The state of the global economy and geopolitical events can affect consumer demand and ultimately CCL’s customers’ plans. CCL’s
customers react to these issues and to competitive activity in their product categories by developing marketing and sales promotion
strategies including the introduction of new products. These factors directly influence the demand for CCL’s products. The Company’s
growth expectations generally mirror the trends of each of the markets and product lines in which CCL’s customers compete and the
growth of the economy in each geographic region. CCL anticipates improving its market share generally in each market and category
over time, which is consistent with its overall historical trend.

The label market is large and highly fragmented with many players but with no single competitor having the substantial operating
breadth or global reach of CCL’s Label Segment. The Container Segment operates only in North America, which includes Mexico. There
are two direct competitors in the Container business in the United States and one in Mexico. The Tube Segment operates only in the
United States where there are a small number of competitors.

C) Strategy and financial Targets

CCL’s vision is to increase shareholder value through leading supply chain solutions and production innovations around the world. CCL
builds on the strength of its people in manufacturing and product development; and nurtures strong relationships with its national and
international customers and suppliers. The Company anticipates increasing its market share in most product categories by capitalizing
on the growth of its customers, by following market developments such as globalization, by new product innovation and by adapting
to consumer trends.

A key attribute of CCL’s strategy is maintaining its focus and discipline. The Company aspires to be the market leader and the highest
value-added producer in each product line and region in which it chooses to compete. CCL’s primary objective is to invest in the growth
of the Label Segment globally both organically and by acquisition. In 2012, CCL acquired the Pharmaceutical Division of Graphitype
Printing Services (“Graphitype”), a healthcare label and leaflet producer in Sydney, Australia; and started a new wholly owned wine
label plant in Sonoma, United States, and a new 50% owned wine label operation in Santiago, Chile. In 2011, CCL acquired Thunder
Press Inc. (operated under the trade name “Sertech”), a healthcare label producer in Chicago, Illinois; and a 50% interest in Pacman-
CCL, a group of label companies based in Dubai servicing the Middle East. Also in 2011, to continue servicing its global customers in
new territories, CCL signed a label licence agreement in Turkey with Dekopak Ambalaj Sanayi Ve Tic. A.S., and a label and tube licence
agreement in Indonesia with PT. Master Label.

Furthermore, CCL intends to maintain the exceptional performance of the Tube Segment, add capacity to its North America operation,
leverage its clear overlap with customers of the Label Segment and selectively seek international opportunities to expand its geographic
reach. Finally, CCL expects to continue improving the performance of the Container Segment.

The Company’s strategic objective in the past decade has been the long-term growth of earnings through the building of a global business
platform with investment in new plants and equipment, acquisitions and innovation in new product development. This approach is
intended to allow the Company to increase market share and to grow internationally with its core customers. The acquisition strategy
includes seeking attractively priced acquisitions within CCL’s core competencies and manufacturing capabilities that will be immediately
accretive to earnings. In addition, such acquisitions should generally support its strategic geographic expansion plans and/or provide
new technologies, and/or new customer relationships and products to CCL’s portfolio.

The Company’s financial strategy is to be fiscally prudent and conservative. Financial leverage has been maintained at modest levels,
and ensuring liquidity has been a cornerstone of the Company’s philosophy. This strategy continues to serve the Company well,
particularly during the recent global economic downturn, which had a dramatic adverse impact on many companies, including some of
its major competitors. During good and difficult economic times, the Company has maintained high levels of cash on hand and unused
lines of credit to reduce its financial risk and to provide flexibility when acquisition opportunities are available. The Company’s resilient
financial results, ensuing strong free cash flow, have produced a solid balance sheet capable of supporting debt levels in excess of
the current long-term private debt placements and the undrawn $196.1 million unsecured revolving line of credit. CCL has sufficient
available liquidity and a secure financial foundation for the foreseeable future.

Additionally, CCL has a continuous focus on minimizing its investment in working capital in order to maximize cash flow in support of
the growth in the business. In addition, capital expenditures are approved when they are expected to be accretive to earnings and are
selectively allocated towards the most attractive growth opportunities.

8 CCL INDUSTRIES INC. 2012 Annual Report

A key financial target is return on equity before goodwill impairment loss, restructuring and other items and tax adjustments (“ROE,”
a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below). CCL continues to execute its
strategy with a goal of achieving a comparable ROE level to its leading peers in specialty packaging. Historically, the Company has
achieved ROE levels in the low double-digit range. However, with the global economic downturn in 2009, ROE for comparable companies
and for the industry as a whole was dramatically lowered. In 2012, ROE continued its improving trend from the low posted in 2009 and
has risen to levels achieved prior to the downturn:

Return on equity

2012

11.4%

2011

10.7%

2010

9.5%

2009

7.6%

2008

11.1%

2007

13.3%

The Company believes that maintaining the current trend in ROE is dependent on the continued improvement in the global economy,
and on the success of CCL’s business strategy.

Another important and related financial target is the long-term growth rate of adjusted basic earnings per share, which excludes goodwill
impairment loss, restructuring and other items, and tax adjustments and gains on business dispositions (a non-IFRS measure; see
“Key Performance Indicators and Non-IFRS Measures” in Section 5A below). Management believes that taking into account both the
relatively stable overall demand for consumer staple and healthcare products globally and the continuing benefits from the Company’s
focused strategies and operational approach, a positive growth rate in adjusted basic earnings per share is realistic under reasonable
economic circumstances.

CCL’s historical adjusted basic earnings per share excluding goodwill impairment loss, restructuring and other items and tax adjustments
and gains on business dispositions, has achieved significant positive growth except for the 2009 and 2008 years:

EPS growth rate

2012

13%

2011

18%

2010

23%

2009

(30%)

2008

2007

19%

In 2012, adjusted basic earnings per share increased by 13%. CCL recovered from the global economic recession and posted three
consecutive years of improved adjusted basic earnings per share despite the unfavourable impact from foreign currency rates. Excluding
the impact of currency translation, adjusted earnings per share increased 19%. The Company believes strong growth in earnings per
share is achievable in the future as the global economy continues to improve and CCL executes its business strategy.

The Company will continue to focus on generating cash and effectively utilizing the cash flow generated by operations and divestitures.
Earnings before interest, taxes, depreciation and amortization, excluding goodwill impairment loss, earnings in equity accounted
investments, restructuring and other items (“EBITDA,” a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures”
in Section 5A below) is considered a good indicator of cash flow and is used by many financial institutions and investment advisors to
measure operating results and for business valuations. The Company believes that EBITDA is an important measure in evaluating its
ongoing business in that it does not include the impact of interest, depreciation and amortization, income tax expenses and non-operating
one-time items. As a key indicator of cash flow, EBITDA demonstrates the Company’s ability to incur or service existing debt, to invest
in capital additions and to take advantage of organic growth opportunities and acquisitions that are accretive to earnings per share.
Historically, the Company has experienced positive growth in EBITDA, excluding discontinued operations, except for the 2009 year:

EBITDA

% of sales

2012

$ 254.6

19%

2011

2010

2009

2008

2007

$ 239.1

$ 219.8

$ 207.9

$ 216.4

$ 206.9

19%

18%

17%

18%

In 2012, EBITDA increased by approximately 6% despite the negative impact of foreign currency translation. CCL’s EBITDA margins
remain at the top end of the range of the Company’s specialty packaging peers. The Company expects positive growth in EBITDA in the
future as the global economy continues to recover and the Company carries out its global growth initiatives.

If net cash flow periodically exceeds attractive acquisition opportunities available, CCL may also repurchase its shares provided that
the repurchase is accretive to earnings per share, is at a valuation equal to or lower than valuations for acquisition opportunities, and
will not materially increase financial leverage beyond targeted levels.

The framework supporting the above performance targets is an appropriate level of financial leverage. Based on the dynamics within the
specialty packaging industry and the risks that higher leverage may bring, CCL has a comfort level up to a target of approximately 45%

CCL INDUSTRIES INC. 2012 Annual Report

MA N A G E M E N T’S DI S C U S S I O N

A N D AN A L Y S I S

Years ended December 31, 2012 and 2011 (Tabular amounts in millions of Canadian dollars, except per share data)

for its net debt to total book capitalization (a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section
5A below). As at December 31, 2012, net debt to total book capitalization was 13.6%. This current level of leverage and profitability
would imply that CCL’s debt continues to be in the investment-grade category. This leverage level is below the target, primarily due to
the Company’s conservative approach to financial risk and its ability to generate strong levels of free cash flow from operations (a non-
IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below).

The Board of Directors of CCL (“the Board”) also believes that the dividend payout (a non-IFRS measure; see “Key Performance Indicators
and Non-IFRS Measures” in Section 5A below) is an important metric. CCL has paid dividends quarterly for over thirty years without an
omission or reduction and has more than doubled the dividend since 2003. The Board views this consistency and dividend growth as
important factors in enhancing shareholder value. The Board’s target payout of dividends is approximately 25% of adjusted earnings,
defined as earnings excluding gains on dispositions, goodwill impairment loss, restructuring and other items and tax adjustments. In
2012, the dividend payout ratio was 27% (2011 – 27%) of adjusted earnings. This dividend payout ratio in excess of the Board’s target
range reflects CCL’s strong cash flow generation resulting from improved earnings. After careful review of the current year results and
considering the cash flow and income budgeted for 2013, the Board has declared an increase in the dividend of two cents per Class B
share per quarter, from $0.195 to $0.215 per Class B share per quarter ($0.86 per Class B share annualized).

The Company believes that all of the above targets are mutually compatible and consequently should drive meaningful shareholder
value over time.

CCL’s strategy and its ability to grow and achieve attractive returns for its shareholders are shaped by key internal and external factors
that are common to specialty packaging. The key performance driver is the Company’s continuous focus on customer satisfaction,
supported by its reputation for quality manufacturing, competitive price, product innovation, dependability, ethical business practices
and financial stability.

D) Recent acquisitions and Dispositions

Over the past decade, CCL has transformed itself into a focused specialty packaging business. CCL is now a global company with
increased diversification across the world economy including emerging markets, a broader customer base, new product lines and many
different currencies and geographies.

CCL continues to deploy its cash flow from operations into its core segments with both internal capital investments and strategic
acquisitions. The following acquisitions were completed over the last two years:

• In July 2012, Graphitype, a division of a privately owned label company located near Sydney, Australia, was purchased for $6.9 million.

Graphitype produces labels and patient instructional leaflets for leading pharmaceutical customers in Australia.

• In September 2011, a 50% interest in Pacman-CCL, a privately owned group of label companies based in Dubai in the United Arab
Emirates with additional operations in Cairo, Egypt; Muscat, Oman; and Jeddah, Saudi Arabia, was acquired for $17.3 million, net
of cash on hand. Albwardy Investments, the sole shareholder that previously operated Pacman-CCL under a CCL Label licence
agreement, retained the remaining 50% economic interest.

• In April 2011, Thunder Press Inc., a privately owned label company based in Chicago, Illinois, which operated under the trade name
“Sertech,” was acquired for $7.8 million, net of cash acquired. Sertech produces patient information leaflets, commonly known as
inserts and outserts, for leading pharmaceutical customers in the United States.

Strategically, CCL has positioned itself as a growing specialty packaging company with the Label Segment now surpassing the one billion
dollars in sales milestone and accounting for 80% of the Company’s total revenue. The acquisitions completed over the past few years,
in conjunction with the building of new plants in Mexico, Thailand, Poland, China, Vietnam, Brazil, Saudi Arabia, Chile, the Philippines and
the United States, have positioned the Label Segment as the global leader for pressure sensitive labels in the personal care, healthcare,
food, beverage, promotional, durables and specialty categories.

E) Subsequent Event

On January 30, 2013, CCL announced that it had signed a binding agreement to acquire the Office & Consumer Products and Designed
& Engineered Solutions businesses of Avery Dennison Corporation on a debt-free basis for US$500 million subject to customary
closing adjustments and regulatory approvals. CCL has arranged committed financing to support this acquisition subject to closing the
purchase, which is expected by mid-2013.

These businesses had combined revenues of approximately $910 million in 2012 and will broaden CCL Label’s market reach with entry
into the North American durable goods segment and direct access to a new consumer products arena.

10 CCL INDUSTRIES INC. 2012 Annual Report

f) Consolidated annual financial Results

Selected financial Information

Results of Consolidated Operations

Sales
Cost of sales
Selling, general and administrative expenses

Earnings in equity accounted investments
Net finance cost
Restructuring and other items – net loss

Earnings before income taxes
Income taxes

Net earnings

Net earnings per Class B share

Restructuring and other items loss per Class B share

Diluted earnings per Class B share

Dividends per Class B share

Total assets

Total non-current liabilities

Comments on Consolidated Results

2012

$ 1,308.6
996.2
160.4

152.0
2.2
(20.9)
—

133.3
35.8

97.5

2.91

—

2.86

0.78

$ 1,654.1

444.7

2011

1,268.5
975.0
154.6

138.9
1.2
(21.4)
(0.8)

117.9
33.8

84.1

2.54

(0.03)

2.50

0.70

1,613.5

540.4

2010

1,192.3
917.5
150.4

124.4
0.5
(25.3)
(0.2)

99.4
28.3

71.1

2.17

(0.01)

2.13

0.66

1,628.0

540.7

Sales were $1,308.6 million in 2012, an increase of 3.2% compared to $1,268.5 million recorded in 2011. The increase is primarily
attributable to an organic growth rate of 5.3%, augmented by the Sertech and Graphitype acquisitions contributing 0.5% and partially
offset by a 2.6% negative impact due to foreign currency translation. On a comparative basis, 2012 versus 2011, sales were higher in
all segments due to solid organic growth.

Consistent with CCL’s 2011 year, approximately 5% of CCL’s 2012 sales to end use customers are denominated in Canadian dollars.
Consequently, changes in foreign exchange rates can have a material impact on sales and profitability when translated into Canadian
dollars for public reporting. While the impact of foreign exchange translation moderated over the last two years, compared to the trends
of the last decade, 2012 results have continued to be adversely affected. The depreciation of the euro, Brazilian real and the Mexican
peso by 6.7%, 13.2% and 4.7%, respectively, was partially offset by a 1.0% appreciation of the U.S. dollar relative to the Canadian dollar
in 2012 compared to average exchange rates in 2011.

Earnings after cost of goods sold and selling, general and administrative expenses in 2012 were $152.0 million, up $13.1 million from
$138.9 million in 2011.

Selling, general and administrative (“SG&A”) expenses were $160.4 million for 2012, compared to $154.6 million reported in 2011.
The increase in SG&A expenses in 2012 relates primarily to higher corporate expenses and a general increase across a variety of
expense categories from the operating units. Corporate expenses for 2012 were $26.4 million, compared to $24.8 million for 2011.
The increase in corporate expenses relative to those in 2011 relates primarily to an increase in executive stock option expense and an
increase in director equity compensation expense connected to their deferred share unit plan.

Operating income (a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below) in 2012 was
$178.4 million, an improvement of 9.0% compared to $163.7 million reported in 2011. The increase in operating income in 2012 was
primarily attributable to strong organic growth, partially offset by the unfavourable impact from foreign currency translation. Excluding
the effect of unfavourable currency translation, operating income was up 12.2%. This improvement was driven by an increase in
operating income at all three Segments, Label, Container and Tube of 7.2%, 31.5% and 12.5%, respectively. Further details on the
business segments follow later in this report.

CCL INDUSTRIES INC. 2012 Annual Report

MA N A G E M E N T’S DI S C U S S I O N

A N D AN A L Y S I S

Years ended December 31, 2012 and 2011 (Tabular amounts in millions of Canadian dollars, except per share data)

EBITDA (a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below) in 2012 was $254.6 million,
an improvement of 6.5% compared to $239.1 million recorded in 2011. Excluding the unfavourable impact of currency translation,
EBITDA increased by 9.5% over the prior year.

Net finance cost was $20.9 million in 2012, a decline of $0.5 million from the $21.4 million recorded in 2011. The decrease reflects lower
net debt levels and favourable currency translation on the interest of the U.S. dollar-denominated debt, partially offset by an increase
in commitment fees and origination fees for the Company’s new largely undrawn $200 million credit facility. Net finance cost includes
interest expense net of interest earned on short-term investments, adjusted by interest from interest rate swap agreements (“IRSAs”)
and cross-currency interest rate swap agreements (“CCIRSAs”). The IRSAs and CCIRSAs are discussed later in this report in Section 3C.

No expenses for restructuring and other items were incurred for 2012; however, for 2011 the Company recorded a loss of $0.8 million
($0.8 million after tax) as follows:

• In the first quarter, a loss of $0.5 million ($0.4 million after tax) related to the closure costs to shut down a small label plant in the

United States;

• In the fourth quarter, a loss of $0.8 million (with no tax effect) related to severance costs to restructure the Paris label plant

operations; and

• In the fourth quarter, a gain of $0.5 million ($0.4 million after tax) related to the final settlement of residual lease payments and

closure costs for the Tube Segment’s building in Los Angeles, California, attributable to its move to a new location.

The negative earnings impact of these restructuring and other items in 2011 was $0.03 per Class B share.

In 2012, the consolidated effective tax rate was 27.3%, compared to 29.0% in 2011, excluding earnings in equity accounted investments.
The combined Canadian federal and provincial statutory tax rate was 25.3% for 2012 (2011 – 26.8%). The decrease in the effective tax
rate for 2012 is attributable to the positive impact of $0.3 million (2011 – negative impact of $1.0 million) for the increase in recorded
accounting benefits of certain Canadian tax losses. As previously disclosed in prior quarters, the ability to benefit the Canadian tax
losses is mainly dependent on the movement of the unrealized foreign exchange gains on the Company’s U.S. dollar-denominated debt.
This benefit will fluctuate with the movement in the Canadian dollar versus the U.S. dollar and as such this benefit would reverse fully
or in part in the future if the Canadian dollar weakens and would grow larger if it strengthens. Excluding the benefit from the Canadian
tax losses, the overall effective tax rates in 2012 and 2011 were 27.5% and 28.1%, respectively, reflecting a higher portion of the
Company’s income earned in lower tax jurisdictions in 2012.

Approximately 95% of CCL’s sales are from products sold to customers outside of Canada, and the income from these foreign operations
is subject to varying rates of taxation. The Company’s effective tax rate varies from year to year as a result of the level of income in
the various countries, recognition or reversal of tax losses, tax reassessments and income and expense items not subject to tax. The
Company’s tax rate may increase in the future since the Company may not be able to tax-benefit its future tax losses in certain countries.

Net earnings for 2012 were $97.5 million, an increase of 15.9% compared to $84.1 million recorded in 2011 due to the items
described above.

Basic earnings per Class B share were $2.91 for 2012 versus the $2.54 recorded for 2011. Diluted earnings per Class B share were
$2.86 for 2012 and $2.50 for 2011.

12 CCL INDUSTRIES INC. 2012 Annual Report

The movement in foreign currency exchange rates in 2012 versus 2011 had an estimated negative impact of $0.12 on basic earnings
per Class B share. This estimated foreign currency impact reflects the currency translation in all foreign operations and the translation
of U.S. dollar-denominated transactions in the Canadian Container operations, where almost all sales and a significant portion of input
costs are U.S. dollar-denominated.

Restructuring and other items had no impact on earnings per Class B share for 2012 compared to $0.03 per Class B share in 2011.

Adjusted basic earnings per Class B share (a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in
Section 5A below) was $2.91 for 2012, up 13.2% from $2.57 in 2011.

g) Seasonality and fourth Quarter financial Results

2012

Sales
Label
Container
Tube

Total sales

Segment operating income
Label
Container
Tube

Operating income
Corporate expenses
Earnings in equity accounted investments

Finance cost, net

Earnings before income taxes
Income taxes

Net earnings

per Class b share
Basic earnings

Diluted earnings

Qtr 1

Qtr 2

Qtr 3

Qtr 4

Year

273.9
46.1
21.4

341.4

46.2
2.4
4.0

52.6
6.5
0.8

46.9
5.2

41.7
11.3

30.4

0.91

0.89

267.3
48.1
21.7

337.1

39.1
4.3
4.5

47.9
6.5
—

41.4
5.2

36.2
10.3

25.9

0.77

0.76

250.6
45.9
20.1

316.6

32.5
3.7
3.1

39.3
6.1
0.3

33.5
5.3

28.2
6.9

21.3

0.64

0.63

252.5
41.6
19.4

313.5

$ 1,044.3
181.7
82.6

$ 1,308.6

35.0
1.7
1.9

38.6
7.3
1.1

32.4
5.2

27.2
7.3

19.9

0.59

0.58

152.8
12.1
13.5

178.4
26.4
2.2

154.2
20.9

133.3
35.8

97.5

2.91

2.86

CCL INDUSTRIES INC. 2012 Annual Report

MA N A G E M E N T’S DI S C U S S I O N

A N D AN A L Y S I S

Years ended December 31, 2012 and 2011 (Tabular amounts in millions of Canadian dollars, except per share data)

2011

Sales
Label
Container
Tube

Total sales

Segment operating income
Label
Container
Tube

Operating income
Corporate expenses
Earnings (loss) in equity accounted investments

Finance cost, net

Restructuring and other items – net loss

Earnings before income taxes
Income taxes

Net earnings

per Class b share
Basic earnings

Diluted earnings

Restructuring and other items

included in net earnings – net loss

fourth Quarter Results

Qtr 1

Qtr 2

Qtr 3

Qtr 4

Year

247.7
47.7
20.2

315.6

41.9
3.7
3.1

48.7
6.3
—

42.4
5.7

36.7
(0.5)

36.2
9.4

26.8

0.81

0.80

255.9
42.6
20.4

318.9

37.3
2.1
3.7

43.1
7.2
(0.1)

35.8
5.3

30.5
—

30.5
8.8

21.7

0.66

0.64

254.5
43.0
19.2

316.7

32.3
1.7
2.5

36.5
4.4
(0.1)

32.0
5.2

26.8
—

26.8
9.6

17.2

0.52

(0.01)

—

254.2
42.4
20.7

1,012.3
175.7
80.5

317.3

1,268.5

31.0
1.7
2.7

35.4
6.9
1.4

29.9
5.2

24.7
(0.3)

24.4
6.0

18.4

0.55

0.54

(0.02)

142.5
9.2
12.0

163.7
24.8
1.2

140.1
21.4

118.7
(0.8)

117.9
33.8

84.1

2.54

2.50

(0.03)

Sales for the fourth quarter of 2012 were $313.5 million, compared to $317.3 million recorded in the 2011 fourth quarter. Excluding
currency translation, sales for the fourth quarter in 2012 increased by 2.8% compared to the prior year period. This increase was due
to 2.3% of organic growth and 0.5% impact from acquisitions. The Label Segment increased revenue 3.9%, while the Container and
Tube Segments experienced a decline in revenue of 0.9% and 3.1%, respectively.

Operating income (a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below) in the fourth
quarter of 2012 was $38.6 million, an increase of 9.0% from $35.4 million in the fourth quarter of 2011. This increase in operating
income was attributable to a $4.0 million increase at the Label Segment partially offset by a decrease at the Tube Segment of
$0.8 million. The Label Segment was primarily driven by operating income improvements in Europe while the Tube Segment experienced
modest sales volume declines compared to a strong prior period in 2011.

EBITDA (a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below) for the fourth quarter of
2012 was $57.7 million, an improvement of 5.5% compared to the $54.7 million for 2011 comparable period.

Corporate expenses were $7.3 million in the fourth quarter of 2012, an increase of $0.4 million from $6.9 million recorded in the prior-
year period. The increase is directly attributable to the increase in directors’ deferred share unit expense.

Net finance cost was $5.2 million for the fourth quarters of 2012 and 2011. For the 2012 fourth quarter, net finance cost declined
due to the reduction in debt but was offset by the increase in standby and origination fees associated with the Company’s new
$200 million revolving credit facility.

14 CCL INDUSTRIES INC. 2012 Annual Report

No expense for restructuring and other items was recorded for the fourth quarter of 2012. For the 2011 fourth quarter restructuring
and other items, the details of which were explained earlier under the annual financial results, consisted of severance costs for the
Paris label plant of $0.8 million (with no tax effect), partially offset by a gain of $0.5 million ($0.4 million after tax) related to the final
settlement of residual lease payments and closure costs for the Tube Segment’s Los Angeles facility move.

Tax expense in the fourth quarter of 2012 was $7.3 million compared to $6.0 million in the prior year period. The effective tax rates
(excluding earnings in equity investments) for these two periods are 28.1% and 25.8%, respectively. The increase in the effective tax
rate for the 2012 fourth quarter reflects a change in the Canadian tax code with respect to upstream loans from foreign affiliates. As a
result, the Company could no longer benefit a foreign exchange gain on an intercompany loan causing an increase in the fourth-quarter
tax expense of $0.9 million.

The net earnings in the fourth quarter of 2012 were $19.9 million compared to net earnings of $18.4 million in last year’s fourth quarter.
This increase reflects the items described above.

Basic earnings per Class B share were $0.59 in the fourth quarter of 2012 compared to $0.55 in the fourth quarter of 2011. The
movement in foreign currency exchange rates in the fourth quarter of 2012 versus 2011 had an estimated negative impact of $0.04
on basic earnings per Class B share.

Restructuring and other items had no impact on basic earnings per Class B share in the fourth quarter of 2012 and a negative impact
of $0.02 per Class B share in the prior year period.

Adjusted basic earnings per Class B share (a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in
Section 5A below) were $0.59 for the fourth quarter of 2012, an improvement of 3.5% compared to $0.57 in the corresponding quarter
of 2011.

Summary of Seasonality and Quarterly Results

The seasonality of the business has evolved over the last number of years with the first and second quarters generally being the
strongest due to the number of work days and various customer-related activities. Also, there are many products that have a spring-
summer bias in North America and Europe such as agricultural chemicals and certain beverage products, which generate additional
sales volumes for CCL in the first half of the year. The last two quarters of the year are negatively affected from a sales perspective by
summer vacation in the northern hemisphere, Thanksgiving and the holiday season shutdowns at the end of the fourth quarter.

Sales and net earnings comparability between the quarters of 2012 and 2011 were primarily affected by regional economic variances,
the impact of dramatic foreign currency changes relative to the Canadian dollar, and the effect of restructuring, tax adjustments and
other items.

The Label Segment has generally experienced strong demand in its existing and newly acquired operations in the past few years.
The Segment increased sales, excluding the impact of currency translation, in all four quarters of 2012, primarily driven by strong
organic growth and augmented slightly by the Sertech and Graphitype acquisitions. Sales in the fourth quarter of 2012 improved 3.9%,
excluding currency translation, compared to the fourth quarter of 2011, driven by double-digit growth in the Asia Pacific regions and
modest improvement for the remainder of the world. The growth rate in the fourth quarter of 2012 was indicative of the macroeconomic
environment with slow growth for the developed world, slowing growth rates in Latin America, and stronger activity indicators from Asia
Pacific countries.

Return on sales (a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below) for the Label
Segment in 2012 was 14.6% compared to 14.1% in 2011. The improvement in margin reflects the current mix of products, sales gains
and cost reductions in Europe, partially offset by start-up costs of new plants. This level of return is still above CCL’s internal targets
and reflects the Segment’s continued strategy of capitalizing each operation with world-class equipment, servicing its international
customers on a global basis and meeting their unique product needs.

Sales, excluding foreign currency translation, at the Container Segment increased 4.0% for 2012 compared to 2011. This improvement
was driven by volume growth in the Mexican operations, coupled with pricing controls and better mix in the United States. For the
fourth quarter of 2012, sales declined $0.8 million compared to the fourth quarter of 2011, due to volume declines attributable to the
deliberate shutdown and refurbishment of a manufacturing line at the Cuautitlan, Mexico facility.

CCL INDUSTRIES INC. 2012 Annual Report

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A N D AN A L Y S I S

Years ended December 31, 2012 and 2011 (Tabular amounts in millions of Canadian dollars, except per share data)

The Tube Segment had another exceptional year with organic sales growth of 1.5% for 2012, excluding foreign currency translation.
The Segment capitalized on market share gains in highly decorated tubes for the premium personal care and cosmetic sector including
targeted operational initiatives that improved operating income in 2012 compared to 2011. Return on sales in the Tube Segment was
16.3% for 2012, a significant improvement compared to the 14.9% achieved in 2011. These margins in the Tube Segment are now
the highest in the Company.

Net earnings in 2012 increased 15.9% compared to 2011 due to higher operating income in all three of the Company’s Segments,
lower net finance cost, improved earnings in equity accounted investments and lower effective income tax rate, partially offset by higher
corporate expenses. Excluding the effect of currency translation, all four quarters in 2012 had higher net earnings than the comparable
quarters in prior year.

2 . bU S I N E S S S Eg mE N T R E V I E W

a) general

Over the last decade all divisions have invested significant capital and management effort in their facilities in order to develop world-class
manufacturing operations, with spending allocated to geographic expansion, cost-reduction projects, the development of innovative
products and processes, the maintenance and expansion of existing capacity and the continuous improvement in health and safety
in the workplace, including environmental activities. Also over the past decade, CCL has made numerous strategic acquisitions and
invested significantly in order to build a global network in the Label Segment, take advantage of new market and product opportunities
and improve infrastructure and operating performance across the Company. Since 2009, annual capital spending has been below
annual depreciation expense as the global manufacturing platform in the Label Segment is now largely completed. Further discussion
on capital spending is provided in the “Business Segment Review” sections below.

Although each Segment is a leader in market share or has a significant position in the markets it serves in each of its operating locales,
it also operates generally in a mature and competitive environment. In recent years, consumer products and healthcare companies
have experienced steady pressure to maintain or even reduce prices to their major retail and distribution channels, which has driven
significant consolidation in CCL’s customer base. This has resulted in many customers seeking supply-chain efficiencies and cost
savings in order to maintain profit margins. The global economic crisis experienced in 2008 and early 2009, the instability of the
economic recovery that followed and its effect on the availability of capital accentuated this trend. Volatile commodity costs have also
created challenges to manage pricing with customers. These dynamics have been an ongoing challenge for CCL and its competitors,
requiring greater management and financial control and flexible cost structures. Unlike some of its competitors, CCL has the financial
strength to invest in the equipment and innovation necessary to constantly strive to be the highest value-added producer in the markets
that it serves.

The cost of many of the key raw material inputs for CCL, such as plastic films and resins, paper, specialty chemicals and aluminum, are
largely dependent on the economics within the petrochemical and energy industries. The significant cost fluctuations for these inputs
can have an impact on the Company’s profitability. CCL generally has the ability, due to its size and the use of long-term contracts with
both its suppliers and its customers, to mitigate volatility in costs from its suppliers and, where necessary, to pass on price movements
to its customers. The success of the Company is dependent on each business managing the cost-and-price equation with suppliers and
customers. The cost of aluminum represents the largest component of the Container Segment’s product cost. The significant volatility
in aluminum costs over the past few years has made it especially challenging to manage pricing with its customers who are generally
accustomed to more stable pricing in other product lines.

Most of CCL’s facilities are in locations with adequate skilled labour, resulting in moderate pressure on wage rates and employee
benefits. CCL’s labour costs are competitive in each of its businesses. The Company uses a combination of annual and long-term
incentive plans specifically designed for corporate, divisional and plant staff to focus key employees on the objectives of achieving
annual business plans and creating shareholder value through growth, innovation, cost reductions and cash flow generation in the
longer term.

A driver common to all Segments for maximizing operating profitability is the discipline of pricing orders based on size and complexity,
including consideration for fluctuations in raw materials and packaging costs, manufacturing efficiency and available capacity. This
approach facilitates effective asset utilization and relatively higher levels of profitability. Performance is generally measured by product
against estimates used to calculate pricing, including targets for scrap and output efficiency. An analysis of total utilization versus

16 CCL INDUSTRIES INC. 2012 Annual Report

capacity available per production line or facility is also used to manage certain divisions of the business. In most of the Company’s
operations, the measurement of each sales order shipped is based on actual selling prices and production costs to calculate the amount
of actual profit margin earned and its return on sales relative to the established benchmarks. This process ensures that pricing policies
and production performance are aligned in attaining profit margin targets by order, by plant and by division.

Performance measures used by the divisions that are critical to meeting their operating objectives and financial targets are return on
sales, cash flow, days of working capital employed and return on investment. Measures used at the corporate level include operating
income, return on sales, EBITDA, net debt to total book capitalization, return on equity and adjusted basic earnings per Class B share (all
of which are non-IFRS measures; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below). Growth in earnings
per share is a key metric. In addition, the Company monitors earnings per share before restructuring and other items since the timing
and extent of restructuring and other items do not reflect or relate to the Company’s future ongoing operating performance. Performance
measures are primarily evaluated against a combination of prior year, budget, industry standards and other internal benchmarks to
promote continuous improvement in each business and process.

Management believes it has both the financial and non-financial resources, internal controls and reporting systems and processes in
place to execute its strategic plan, to manage its key performance drivers and to deliver targeted financial results over time. In addition,
the Company’s internal audit function provides another discipline to ensure that its disclosure controls and procedures and internal
control over financial reporting will be assessed on a regular basis against current corporate standards of effectiveness and compliance.

CCL is not particularly dependent upon specialized manufacturing equipment. Most of the manufacturing equipment employed by
the divisions can be sourced from many different suppliers. CCL, however, has the resources to invest in large-scale projects to build
infrastructure in current and new markets because of its financial strength relative to that of many of its competitors. Most of CCL’s
direct competitors in the Label Segment are much smaller and may not have the financial resources to stay current in maintaining
state-of-the-art facilities. Certain new manufacturing lines take many months for suppliers to construct, and any delays in delivery
and commissioning can have an impact on customer expectations and the Company’s profitability. The Company also uses strategic
partnerships as a method of obtaining proprietary technology in order to support growth plans and to expand its product offerings. CCL’s
major competitive advantage is based on its customer service and process technology, the know-how of its people and the ability to
develop proprietary technologies and manufacturing techniques.

The expertise of CCL’s employees is a key element in achieving the Company’s business plans. This know-how is broadly distributed
throughout the Company and its 74 facilities throughout the world; therefore, the Company is generally not at risk of losing its competency
through the loss of any particular employee or group of employees. Employee skills are constantly being developed through on-the-
job training and external technical education, and are enhanced by CCL’s entrepreneurial culture of considering creative alternative
applications and processes for the Company’s manufactured products.

The nature of the research carried out by the divisions can be characterized as application or process development. As a leader in
specialty packaging, the Company spends meaningful resources on assisting customers to develop new and innovative products. While
customers regularly come to CCL with concepts and request assistance to develop products, the Company also takes its own new ideas
to the market. Company and customer information is protected through the use of confidentiality agreements and by limiting access to
CCL’s manufacturing facilities. The Company values the importance of protecting its customers’ brands and products from fraudulent
use and consequently is selective in choosing appropriate customer and supplier relationships.

The Company continues to invest time and capital to upgrade and expand its information technology systems. This investment is critical
to keeping pace with customer requirements and in gaining or maintaining a competitive edge. Software packages are, in general,
off-the-shelf systems customized to meet the needs of individual business locations. The Label Segment communicates with many
customers and suppliers electronically, particularly with regard to supply-chain management solutions and when transferring and
confirming design formats and colours.

The Company has also deployed many initiatives to reduce the carbon footprint of its products and services. These range from
collaborative logistic partnerships with the Company’s customers and suppliers to reduce the usage of wooden pallets and corrugated
boxes. CCL continues to develop unique products that help its customers reduce their carbon footprint such as CCL’s Super Stretch
Sleeves that decorate PET beverage containers without adhesive or energy and CCL’s “wash off” labels for reusable bottles, which lower
the impact of glass going to landfill. The Company’s greenfield sites are designed and constructed to specific standards to reduce CCL’s
carbon footprint and some plants have adopted the use of solar power to run their facilities.

CCL INDUSTRIES INC. 2012 Annual Report

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Years ended December 31, 2012 and 2011 (Tabular amounts in millions of Canadian dollars, except per share data)

business Segment Results

Segment sales
Label
Container
Tube

Total sales

operating income*
Label
Container
Tube

Segment operating income

2012

2011

$ 1,044.3
181.7
82.6

1,012.3
175.7
80.5

$ 1,308.6

1,268.5

152.8
12.1
13.5

178.4

142.5
9.2
12.0

163.7

* T his is a non-IFRS measure. Refer to “Key Performance Indicators and Non-IFRS Measures” in Section 5A below.

Comments on business Segments

The above summary includes the results of acquisitions on reported sales and operating income from the date of acquisition.

Operating income in 2012 was $178.4 million, an improvement of 9.0% compared to $163.7 million in 2011. The increase in operating
income was attributable to the improvements in all three operating Segments in 2012 compared to 2011. Excluding the impact of
foreign currency translation, operating income increased by 12.2% over the prior year. Return on sales increased to 13.6% in 2012
compared to 12.9% in 2011.

b) Label Segment

overview

The Label Segment is the leading global producer of innovative label solutions for consumer product marketing companies in the
personal and beauty care, food and beverage, household, chemical and promotional segments of the industry, and also supplies major
pharmaceutical, healthcare, durable goods and industrial chemical companies. The Segment’s product lines include pressure sensitive,
shrink sleeve, stretch sleeve, in-mould and expanded content labels and pharmaceutical instructional leaflets. It currently operates
68 production facilities located in Canada, the United States (including Puerto Rico), Australia, Austria, Brazil, Chile, China, Denmark,
Egypt, France, Germany, Italy, Japan, Mexico, the Netherlands, Oman, the Philippines, Poland, Russia, Saudi Arabia, South Africa,
Thailand, the United Arab Emirates, the United Kingdom and Vietnam. The three plants in Russia, four plants in the Middle East and
the plant in Chile are attributable to the equity investments in CCL-Kontur, Pacman-CCL and Acrus-CCL, respectively, and are included
in the above locations.

This Segment operates within a sector of the packaging industry made up of a very large number of competitors that manufacture
a vast array of decorative, product information and identification labels. There are some label categories that do not fall within the
Segment’s target market. The Company believes that the Label Segment is the largest consolidated operator in its defined global label
market sectors. Competition comes from single-plant businesses, often owned by private operators that compete in local markets with
CCL. There are also a few multi-plant competitors in certain regions of the world and specialists in a single market segment globally.
However, there is no major competitor that has the global reach and scale of CCL Label.

CCL Label’s mission is to be the global supply-chain leader of innovative premium package and promotional label solutions for the
world’s largest consumer product and healthcare companies. It aspires to do this from regional facilities that focus on specific customer
groups, products and manufacturing technologies in order to maximize management’s expertise and manufacturing efficiencies to
enhance customer satisfaction. The Label Segment is expected to continue to grow and expand its global reach through acquisitions,
joint ventures and greenfield start-ups as well as expand its product offerings in segments of the label industry that it has not yet entered
(see “Corporate Overview” Section 1E – “Subsequent Event”).

The Company has completed several label acquisitions over the past few years that have positioned the Label Segment as a global
leader within its multinational customer base in the personal care, healthcare, household, food, beverage, durable goods and specialty
label categories.

18 CCL INDUSTRIES INC. 2012 Annual Report

The Segment considers customers’ demand levels, particularly in North America and Western Europe, to be reasonably mature and, as
such, will continue to focus its expansion plans on innovative and higher growth product lines within those geographies with a view to
improving overall profitability. In Asia, Latin America and other emerging markets, a higher level of economic growth is expected over the
coming years, and this should provide opportunities for the Segment to improve market share and increase profitability in these regions.

The Segment produces labels predominantly from polyolefin films and paper sourced from extruding, coating and laminating companies,
using raw materials primarily from the petrochemical and paper industries. CCL Label is generally able to mitigate the cost volatility
of these components due to a combination of purchasing leverage, agreements with suppliers and its ability to pass on these cost
increases to customers. In the label industry, price changes regularly occur as specifications are constantly changed by the marketers
and, as a result, the selling price for these labels is updated, reflecting current market costs and new shapes and designs.

There is a close alignment in label demand to consumer demand for non-durable goods. Management believes the Company will attain
the sales volumes and geographic distribution and reach mirroring those of its customers over the next few years through its focused
strategy and by capitalizing on the following customer trends.

CCL Label’s global customers are requiring more of their suppliers, expecting a full range of product offerings in more geographic
regions; are requiring more integration into their supply-chain at a global level and are concerned with the integrity of their products
and the protection of their brands, particularly in markets where counterfeit products are an issue. These issues put many of CCL’s
competitors at a disadvantage, as do the investment hurdles in converting equipment and technologies to deliver products, services
and innovations. Trusted and reliable suppliers are important considerations for global consumer product companies and major
pharmaceutical companies. This is even more important in an uncertain economic environment when many smaller competitors
encounter difficulties and customers want to ensure their suppliers are financially viable.

Label Segment financial performance

Sales
Operating income
Return on sales

2012

% growth

2011

$ 1,044.3
152.8
$

14.6%

3.2%
7.2%

$
$

1,012.3
142.5

14.1%

Sales in the Label Segment for 2012 increased to $1,044.3 million, compared to $1,012.3 million in 2011. Foreign currency
translation had an unfavourable impact of 3.3%. Excluding foreign currency translation, sales for the Label Segment increased 5.9%
due to strong organic growth and 0.6% due to the positive benefit of the Sertech and Graphitype acquisitions.

North american sales and profitability for 2012 increased high single digits, excluding currency translation and start-up costs for new
plants compared to 2011. Sales and profitability for the Home & Personal Care business improved in soft market conditions. Despite
temporary quarantines at certain U.S. customers, sales and profitability for the Healthcare & Specialty business increased appreciably in
2012 compared to a strong 2011. The Sleeve business gained market share delivering double-digit sales gains with modest profitability
improvement. The Wine & Spirits business expanded significantly from a low base in 2011 and remains a new focus area.

European sales increased low single digits despite a challenging economic environment. Home & Personal Care sales in domestic
currencies increased moderately, and profitability improved significantly with strong results in Germany and Poland and a substantial
reduction in operating losses in France following the 2011 restructuring. Sales for the Healthcare & Specialty operations were flat to
2011; however, profitability declined largely due to soft market conditions in Scandinavia and customers moving production to Asia.
Sleeve sales increased slightly, but profitability was flat to the prior year. Sales and profitability for the Durable operation declined
as domestic and export volume in the German automotive industry softened particularly in the fourth quarter. Sales in the Beverage
business were up double digits; profitability improved significantly due to new business wins in exports to emerging markets. Overall,
European operating income increased in absolute terms and as a percent of sales, despite the negative impact of foreign currency
translation due to the weakened euro in 2012.

Latin america posted single-digit sales improvement excluding the impact of currency translation for 2012 compared to 2011. Although
operating profitability improved in Mexico, profitability for Latin American operations for the year was held in check due to the decline
of the Brazilian real that affected the variability of quarterly translated earnings as well as absolute margins because of the effect on
imported raw material costs. Softening demand in the second half of 2012 compared to the same period of 2011 compounded the
headwinds in Brazil. However, operating margin levels in both Brazil and the region remain above the CCL Label average.

CCL INDUSTRIES INC. 2012 Annual Report

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Years ended December 31, 2012 and 2011 (Tabular amounts in millions of Canadian dollars, except per share data)

asia pacific continued to post double-digit increases in sales and operating income in 2012 compared to 2011. Results in China were
particularly robust as all operations gained market share and losses diminished at the new healthcare operation in Tianjin. Sales and
operating results improved in Thailand in 2012, particularly in the fourth quarter of the year, as in the same period in 2011, flooding in
Bangkok had impacted many customers’ plants for a number of weeks. Vietnam recorded its first year of solid profitability. Australian
operations, including the newly acquired Graphitype, as well as CCL’s legacy healthcare and wine operations, improved revenue and
profitability compared to the 2011 year. Overall the Asia Pacific region substantially increased profitability in 2012 compared to 2011.

Operating income for the Label Segment in 2012 was $152.8 million, an increase of 7.2% compared to the $142.5 million recorded
in 2011. Excluding the impact of currency translation, 2012 operating income increased 11.0% compared to 2011. Operating income
as a percentage of sales was 14.6% in 2012 compared to the 14.1% return generated in the prior year and still remains at the high
end of CCL’s target range.

On April 12, 2012, the Company announced the creation of a new wine label joint venture, Acrus-CCL, in Chile. CCL holds a 50% equity
interest in the newly established Santiago venture dedicated to the wine industry. In 2012, CCL made equity investments totalling
$4.0 million matched by its joint venture partner.

Results from the 50% joint ventures in CCL-Kontur, Russia; Pacman-CCL, Middle East; and Acrus-CCL, Chile, are not proportionately
consolidated into the Label Segment but instead are accounted for as equity investments. CCL’s share of the joint ventures net
income is disclosed in “Earnings in Equity Accounted Investments” in the consolidated income statement. Sales at CCL-Kontur for
2012 improved and the operation posted a solid operating profit. Also, during the 2012 third quarter, CCL-Kontur acquired a 60%
interest in a small start-up label operation in Siberia. Pacman-CCL, acquired September 2011, contributed significantly to overall
equity earnings for the 2012 year. Acrus-CCL grew rapidly from a zero base incurring less than expected start-up losses. Earnings in
equity accounted investments amounted to $2.2 million for 2012 compared to $1.2 million for 2011.

The Label Segment invested $87.5 million in capital spending in 2012 compared to $74.9 million last year. The most significant
capital investments for 2012 were for capacity expansion in Home & Personal Care, particularly expenditures related to the publicly
announced expansions in Brazil and Thailand. Capital expenditures in the Label Segment are expected to continue in order to increase
its capabilities, expand geographically and replace or upgrade existing plants and equipment. Depreciation and amortization for the
Label Segment was $80.3 million in 2012 compared to $77.7 million in 2011.

C) Container Segment

overview

The Container Segment is a leading manufacturer of aluminum specialty containers for the consumer products industry in North
America, including Mexico. The key product line is recyclable aluminum aerosol cans for the personal care, home care and cosmetic
industries, plus shaped aluminum bottles for the beverage market. It operates from four plants, one each in the United States and
Canada and two in Mexico. One of the plants in Mexico is a modern, world-class facility that commenced production in late 2008. The
Segment functions in a competitive environment, which includes imports and the ability of customers, in some cases, to shift a product
to competing alternative technology.

The strategic plan for this Segment is to focus on improving overall profitability in the United States and, in particular, Canada while
minimizing investments and growing CCL’s presence in Mexico. The Segment invests significant resources in the development of
innovatively shaped and highly decorated containers. As the demand for these new, higher-value products has grown, the Segment
has adapted existing production equipment and acquired new technology in order to meet expected overall market requirements and
to maximize manufacturing efficiencies.

Aluminum represents a significant variable cost for this Segment. Aluminum is a commodity that is supplied by a limited number of
global producers and is traded in the market by financial investors and speculators. Aluminum prices have been extremely volatile in
the past few years. Aluminum has continued to have the largest impact on manufacturing costs for the Container Segment and thereby
requires increased focus on managing selling prices to CCL’s customers.

Aluminum trades as a commodity on the London Metals Exchange (“LME”) and the Container Segment in 2009 successfully introduced
pricing mechanisms in its customer contracts that pass through the fluctuations in the cost of aluminum to its customers. This new
pricing strategy began to have a positive impact in the second half of 2010 and carried through 2011 as old pricing agreements expired.

20 CCL INDUSTRIES INC. 2012 Annual Report

In specific situations, the Container Segment will hedge some of its anticipated future aluminum purchases using futures contracts
on the LME if they are matched to specific fixed-price customer contracts. The Segment hedged 23% of its 2012 volume but has only
hedged 21% of its expected 2013 requirements, and all, including matured 2012 hedges, were matched to fixed-price customer
contracts. Existing hedges are priced in the US$1,900 to US$2,400 range per metric ton. The unrealized loss on the aluminum futures
contracts as at December 31, 2012, was $0.4 million. Pricing for aluminum in 2012 ranged from US$1,900 to US$2,500 per metric
ton, compared to US$1,900 to US$2,800 per metric ton in 2011.

Management believes that the aluminum container business can continue to improve levels of profitability in the coming quarters with
increased demand, continued pricing discipline, and by driving greater operational efficiencies in the facilities. The aluminum container
continues to be generally perceived to be more esthetically pleasing by customers and consumers compared to tin plate containers.
The biggest risk for the Segment’s business base relates to customers shifting their products into containers of other materials such
as steel, glass or plastic, leading to a loss in market share. However, certain products and delivery systems can only be provided in an
aluminum container. The relative cost of steel versus aluminum containers sometimes impacts the marketers’ choice of container and
may cause volume gains or losses if customers decide to change from one product form to another. Aluminum costs remain the key
factor in determining the level of growth in the market.

In North America, there are two direct competitors in the United States and one in Mexico in the impact-extruded aluminum container
business. CCL believes that it is approximately the same size as its key United States competitor in the aerosol market and has about
50% market share. Other competition comes from South American, Asian and European imports; however, currency exchange rates
and logistical issues, such as delivery lead times and costs, significantly impact their competitiveness.

The success of new products promoted heavily in the market will have a material impact on the Segment’s sales and profitability.
Beverage products packaged in CCL’s shaped resealable aluminum bottles, for example, are directly impacted by the success or
failure of these new products in the market. Another growth opportunity is the possibility of acquiring market share from competitors
in existing product lines.

The plant in Guanajuato, Mexico, continues to grow as many global marketers that use aluminum containers have moved production of
these products to Mexico to achieve cost and logistic savings. The Company added a third production line, which became operational
in 2011, to provide additional low-cost capacity in this growing market.

Container Segment financial performance

Sales
Operating income
Return on sales

$
$

2012

181.7
12.1

6.7%

% growth

3.4%
31.5%

$
$

2011

175.7
9.2
5.2%

For 2012, the Container Segment posted sales of $181.7 million, an increase of 3.4% compared to $175.7 million in 2011. Foreign
currency translation had a negligible impact on sales. The Container Segment improved sales by volume gains in aerosols which more
than offset declining demand for beverage bottles. The Canadian plant remains loss making but improved pricing is expected to get this
operation into profitability in 2013.

The Container Segment for 2012 posted operating income of $12.1 million, an increase of 31.5% compared to $9.2 million for 2011.
The drivers of the operating income improvement were market share gains in the U.S. and Mexican plants, and operational improvements
at the Canadian operation. Solid operational execution throughout the Container Segment resulted in a much improved 6.7% return on
sales for the year compared to 5.2% for 2011.

The Container Segment invested $4.2 million of capital in 2012 compared to $3.1 million last year. All of the 2012 expenditures were
maintenance capital in nature. Depreciation and amortization in 2012 and 2011 were $13.7 million and $14.2 million, respectively.
Improved results and strong capital discipline led to record cash flow from this business in 2012, including a positive contribution from
the Canadian operation.

CCL INDUSTRIES INC. 2012 Annual Report

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Years ended December 31, 2012 and 2011 (Tabular amounts in millions of Canadian dollars, except per share data)

D) Tube Segment

overview

The Tube Segment is a leading manufacturer of highly decorated extruded plastic tubes for the personal care and cosmetics industry in
North America. It operates from two plants located in the United States. The Segment operates in a dynamic competitive environment,
which includes imports and the ability of customers to shift a product to an alternative package or to other manufacturers.

The strategic plan for the Tube Segment is based on market share growth through manufacturing excellence, exceeding customer
expectations and innovation. The Segment has invested in equipment that improves the quality of the tube, particularly options for
high-end graphic designs that appeal to marketers.

There are a handful of competitors to the Tube Segment in North America. CCL believes that it is the largest of three leading suppliers
in the U.S. and has approximately 20% market share in North America.

Polypropylene caps and closures, and to a lesser extent polyolefin resins, represent significant variable costs for this Segment. Although
resin costs fluctuate significantly, the Segment relies on contracts with suppliers to control costs and on contracts with customers to
manage pricing and to pass on price increases for movements in resins. The Company has traditionally been able to pass on these
cost increases over a period of time.

The Tube Segment has become a market leader in the U.S. extruded tube business, highly recognized for superior product and service
by its customers. The Tube Segment shares many common points of contact at key customers with the Label Segment.

Tube Segment financial performance

Sales
Operating income
Return on sales

$
$

2012

82.6
13.5
16.3%

% growth

2.6%
12.5%

$
$

2011

80.5
12.0
14.9%

Sales in the Tube Segment were at $82.6 million for 2012, an increase of 2.6% compared to $80.5 million for 2011. Foreign currency
translation had a favourable impact of 1.1%. Excluding foreign currency translation, sales for the Tube Segment increased by 1.5% due
to market share gains in highly decorated tubes for the premium personal care and cosmetic sector.

The Tube Segment posted operating income of $13.5 million, a 12.5% improvement from the $12.0 million achieved in 2011. Return
on sales reached 16.3% in 2012 compared to a 14.9% return in the prior year. The Tube Segment recorded its second consecutive
record year capitalizing on market share gains across both plants and further operational innovations. The outlook for this Segment
remains positive.

The Tube Segment invested $1.9 million in 2012 compared to $3.3 million in 2011, most of which related to new decorating equipment.
Depreciation and amortization was $7.7 million for 2012 compared to $7.4 million for 2011. A major capital program is planned in
2013 and 2014 including an expansion at the Wilkes-Barre facility and new decorating and extrusion technologies at both U.S. plants.

22 CCL INDUSTRIES INC. 2012 Annual Report

3 . fI NaN C I Ng aN D R I S K m aNa gEmE N T

a) Liquidity and Capital Resources

The Company’s capital structure is as follows:

Current debt
Long-term debt

Total debt1
Cash and cash equivalents

Net debt1
Shareholders’ equity

Net debt to total book capitalization1

December 31,
2012

December 31,
2011

$
$

84.7
244.3

329.0
(189.0)

140.0
887.2

$
$

19.8
334.2

354.0
(140.7)

213.3
816.9

13.6%

20.7%

1 Total debt, net debt and net debt to total book capitalization are non-IFRS measures. See “Key Performance Indicators and Non-IFRS Measures” in Section 5A below.

The Company continues to strengthen its financial position. As at December 31, 2012, cash and cash equivalents were $189.0 million,
which compared to $140.7 million as at December 31, 2011.

The Company’s debt structure at December 31, 2012, is primarily comprised of three private debt placements completed in 1998, 2006
and 2008 for a total of US$319.0 million (C$317.4 million) and a four-year revolving line of credit of C$200.0 million. As at December 31,
2012, the credit line was unused other than for letters of credit of $3.9 million. This debt structure changed from December 31, 2011,
with the final payment of US$9.4 million against the 1997 private debt placement and with the expiration of the CCIRSAs and related
IRSA in September of 2012. The IRSA and CCIRSAs are discussed later in this report under Section 3C. All of the remaining senior notes
are denominated in U.S. dollars primarily to hedge the Company’s net investment in U.S. operations. During the third quarter of 2013,
the Company expects to repay US$80 million of private placements from internal cash balances.

On July 11, 2012, the Company amended its bilateral revolving credit agreement with its existing lender. A $200.0 million unsecured
revolving facility replaced a $95.0 million facility and the maturity date was extended four years to July 11, 2016.

Net debt (a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below), as at December 31,
2012, decreased to $140.0 million from $213.3 million as at December 31, 2011. The decrease in net debt was primarily due to the
lower debt levels, higher cash balances and favourable currency translation on U.S. dollar-denominated debt.

Net debt to total book capitalization (a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below)
was 13.6% as at December 31, 2012, compared to 20.7% at the end of 2011, due to the aforementioned reduction in net debt and an
increase in shareholders’ equity. Further information on shareholders’ equity follows in Section 3D.

The average interest rate at year-end 2012 on all long-term debt was 6.2% (2011 – 6.2%), factoring in the related IRSA and CCIRSAs.
The IRSA and CCIRSAs are discussed later in this report under Section 3C.

Interest coverage (a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below) continues at a
high level and was 7.3 times and 6.5 times in 2012 and 2011, respectively, reflecting higher earnings and lower interest expense in 2012.

The Company’s committed credit availability at December 31, 2012, was as follows:

Lines of credit – committed, unused
Standby letters of credit outstanding

Total amounts available

200.0
3.9

196.1

In addition, the Company had uncommitted and unused lines of credit of approximately US$17.8 million at December 31, 2012. The
Company’s uncommitted lines of credit do not have a commitment expiration date and may be cancelled at any time by the Company
or the banks.

CCL INDUSTRIES INC. 2012 Annual Report

MA N A G E M E N T’S DI S C U S S I O N

A N D AN A L Y S I S

Years ended December 31, 2012 and 2011 (Tabular amounts in millions of Canadian dollars, except per share data)

The Company’s approach to managing liquidity risk is to ensure that it will always have sufficient liquidity to meet liabilities when they are
due. The Company believes its liquidity will be satisfactory for the foreseeable future due to its significant cash balances, its expected
positive operating cash flow and the availability of its unused revolving credit line. The Company anticipates funding all of its future
commitments from the above sources but may raise further funds by entering into new debt financing arrangements or issuing further
equity to satisfy its future additional obligations or investment opportunities.

In conjunction with the signing of the binding agreement to acquire the Office & Consumer Products and Design & Engineered Solutions
businesses of Avery Dennison Corporation, CCL has arranged $700 million of committed financing to support the acquisition subject to
closing the purchase, which is expected by mid-2013.

b) Cash flow

Summary of Cash flows

Cash provided by operating activities
Cash used in financing activities
Cash used for investing activities
Effect of exchange rates on cash

Increase (decrease) in cash and cash equivalents

Cash and cash equivalents – end of year

2012

199.3
(46.3)
(103.6)
(1.1)

48.3

189.0

2011

171.4
(99.1)
(104.5)
(0.3)

(32.5)

140.7

In 2012, cash provided by operating activities was $199.3 million, compared to $171.4 million in 2011. The increase in cash flow
compared to last year was primarily due to higher net earnings in the current year and an improvement in non-cash working capital
for 2012 compared to 2011. Free cash flow from operations (a non-IFRS measure; see “Key Performance Indicators and Non-IFRS
Measures” in Section 5A below) reached $107.2 million in 2012, an increase of $15.0 million or approximately 16% over the prior year.

The Company maintains a rigorous focus on its investment in non-cash working capital. Days of working capital employed (a non-IFRS
measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below) were fifteen at December 31, 2012, and
December 31, 2011.

Cash used in financing activities in 2012 was $46.3 million, consisting primarily of the net repayment of long-term debt of $17.6 million,
payment of dividends of $32.1 million, partially offset by proceeds from the issuance of stock options of $3.2 million.

Cash used for investing activities in 2012 of $103.6 million was primarily for capital expenditures of $93.6 million (see below), the
acquisition of Graphitype for $6.7 million and the investment in Acrus-CCL of $4.0 million. Consequently, cash and cash equivalents
increased by $48.3 million in 2012 to $189.0 million.

Capital spending in 2012 amounted to $93.6 million compared to $81.4 million in 2011. This spending is in line with annual
depreciation and reflects the planned expenditures for the year. Prior to 2009, the level of spending was significantly higher in order to

NET DEBT TO
TOTAL CAPITALIZATION (%)

CAPITAL SPENDING
(in millions of Canadian dollars)

BOOK VALUE
PER CLASS B SHARE
(in Canadian dollars)

08 09 10

200

150

100

08 09 10 11

24 CCL INDUSTRIES INC. 2012 Annual Report
200000

150000

100000

50000

08 09 10 11

'09

'10

'11

'12

'09

'10

'11

'12

Net Debt to total capitalization

Capital Spending

Book Value per Share

"08

"09

"10

"11

"12

37.8

31.6

24.9

20.7

13.6

"08

'09

'10

'11

'12

192800

99300

85800

81447

93555

"08

'09

'10

'11

'12

23.37

23.01

23.91

24.46

26.35

take advantage of new market opportunities and to create a global world-class manufacturing platform in the Label Segment. Capital
expenditures in 2013 are planned at levels similar to those of 2012. The Company is continuing to seek investment opportunities to
expand its business geographically, add capacity in its facilities and improve its competitiveness. As in previous years, capital spending
will be monitored closely and adjusted based on the level of cash flow generated. Depreciation and amortization in 2012 amounted to
$102.6 million, compared to $100.2 million in 2011.

C) Interest Rate, foreign Exchange management and other Hedges

The Company uses derivative financial instruments to hedge interest rate, foreign exchange and aluminum cost risks. The Company
does not utilize derivative financial instruments for speculative purposes.

As CCL operates internationally and only approximately 5% of its 2012 sales to end-use customers are denominated in Canadian dollars,
the Company has exposure to market risks from changes in foreign exchange rates. The Company partially manages these exposures
by contracting primarily in Canadian dollars, euros, U.K. pounds and U.S. dollars. Additionally, each subsidiary’s sales and expenses
are primarily denominated in its local currency, further minimizing the foreign exchange impact on the operating results. The Company
had periodically hedged a portion of its expected U.S. dollar cash inflows derived from sales into the United States from the Canadian
operations, principally the Container plant in Penetanguishene, Ontario. The Company has not utilized forward contracts since 2009
and had not entered into any forward hedges for 2012.

The Company also has exposure to market risks related to interest rate fluctuations on its debt. To mitigate this risk, the Company
maintains a combination of fixed and floating rate debt.

The Company uses IRSAs to allocate notional debt between fixed and floating rates since the underlying debt is fixed rate debt with U.S.
financial institutions. The Company believes that a balance of fixed and floating rate debt can reduce overall interest expense and is
in line with its investment in short-term assets, such as working capital, and long-term assets such as property, plant and equipment.

In 2003, the Company entered into an IRSA to convert a tranche of fixed rate debt to floating rate debt. This IRSA converted
US$42.1 million of fixed rate debt (hedging 50% of the 1997 senior notes) into floating rate debt, based on three-month LIBOR rates.
The notional amount of this IRSA decreased by US$4.7 million annually to match the decrease in the principal of the underlying senior
notes. This IRSA expired on the final payment of the 1997 private placement in September of 2012.

As the Company has developed into a global business, its financing strategy has been to leverage and hedge the assets and cash
flows of each major country with debt denominated in the local currency. Since the Company has been primarily borrowing from
U.S. institutions in U.S. dollars, the hedging of U.S. operations has been achieved. The Company has significantly increased its euro-
based assets and, consequently, had used CCIRSAs as a means to convert U.S. dollar debt into euro debt to hedge a portion of its
euro-based investment and cash flows.

In 2006, the Company entered into two CCIRSAs with a Canadian financial institution, the effect of which was to convert US$60 million
of 5.29% fixed rate debt (hedging the five-year 2006 senior notes) into EUR50 million of fixed rate debt at 3.82%. The two CCIRSAs
expired when the debt was repaid at maturity in March 2011.

Also in 2006, the Company entered into four CCIRSAs with a Canadian financial institution, the effect of which was to convert
US$59.1 million of 6.67% and 6.97% fixed rate debt (hedging 1998 senior notes and 50% of the 1997 senior notes) into EUR44.9 million
of floating rate debt, based on six-month EURIBOR rates. Two of the swaps, converting US$31.0 million into EUR23.6 million, matured
in 2010. The notional amount of the euro leg of one of the other CCIRSAs decreased by EUR3.6 million annually, with the U.S. dollar-
denominated leg of the other remaining CCIRSA decreasing by US$4.7 million annually to match the decrease in the principal of the
underlying senior notes. This CCIRSA expired on the final payment of the 1997 private placement in September of 2012.

The effect of interest earned on these swap agreements was to reduce gross interest expense by $0.2 million in 2012, compared to
a reduction of $0.7 million in 2011.

The only other material hedges in which the Company is involved are the aluminum futures contracts discussed in Section 2C: “Container
Segment.”

The Company is potentially exposed to credit risk arising from derivative financial instruments if a counterparty fails to meet its
obligations. CCL’s counterparties are large international financial institutions and, to date, no such counterparty has failed to meet
its financial obligations to the Company. As at December 31, 2012, the Company’s exposure to credit risk arising from derivative
financial instruments was nil (2011 – $0.3 million).

CCL INDUSTRIES INC. 2012 Annual Report

MA N A G E M E N T’S DI S C U S S I O N

A N D AN A L Y S I S

Years ended December 31, 2012 and 2011 (Tabular amounts in millions of Canadian dollars, except per share data)

D) Shareholders’ Equity and Dividends

Summary of Changes in Shareholders’ Equity

For the years ended December 31 31

Net earnings
Dividends
Settlement of exercised stock options and executive share loans
Purchase of shares held in trust, net of shares released
Contributed surplus on expensing of stock options and stock-based compensation plans
Book value of minority interest over purchase price
Defined benefit plan actuarial losses, net of tax
Increase in accumulated other comprehensive loss

Increase in shareholders’ equity

Shareholders’ equity
Shares outstanding at December 31 – Class A (000s)
– Class B (000s)

Book value per share*

2012

97.5
(26.0)
3.9
4.1
(0.4)
0.6
(3.0)
(6.4)

70.3

887.2
2,369
31,451
26.35

2011

84.1
(23.1)
9.8
0.2
1.7
—
(4.3)
(20.8)

47.6

816.9
2,374
31,315
24.46

* This is a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below.

In the past, the Company has utilized a share repurchase program under the normal course issuer bid (“bid”) when it enhanced
shareholder value by being accretive to earnings and when management believed it was the best use of available funds at the time. In
2008, the last time the Company acquired shares with a bid, 618,000 Class B shares were purchased for $18.1 million.

In 2012, the Company declared dividends of $26.0 million, compared to $23.1 million declared in the prior year. As previously discussed,
the dividend payout ratio in 2012 was 27% (27% in 2011) of adjusted earnings and above the Company’s targeted payout rate of
approximately 25% of adjusted earnings. However, after careful review of the current year’s results and considering the cash flow and
income budgeted for 2013, the CCL Board of Directors has declared an increase in the dividend of two cents per Class B share per
quarter, from $0.195 to $0.215 per Class B share ($0.86 per Class B share annualized).

Book value per share (a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below) as at
December 31, 2012, was $26.35, compared to $24.46 at December 31, 2011.

26 CCL INDUSTRIES INC. 2012 Annual Report

E) Commitments and other Contractual obligations

The Company’s obligations relating to debt, leases and other liabilities at the end of 2012 were as follows:

December 31, 2011

December 31, 2012

Payments Due by Period

Carrying
Amount

Contractual
Cash Flows

0–6
M onths

6–12
Months

1–2
Years

2–5
Years

More than
5 Years

Non-derivative financial liabilities
Secured bank loans
Unsecured bank loans
Unsecured senior notes
Finance lease liabilities
Other long-term obligations

2.4
16.1
333.1
2.2
0.1

1.4
8.9
316.7
1.9
0.1

1.4
8.9
317.4
1.9
0.1

0.3
1.2
—
0.2
0.1

0.4
2.8
79.6
0.2
—

Interest on unsecured
senior notes
Interest on other long-term debt

Trade and other payables
Derivative financial liabilities
Outflow – FV hedges
Outflow – CF hedges
Interest on derivatives
Accrued post-employment
benefit liabilities
Operating leases

Total contractual cash
obligations

*
—
234.0

*
—
226.2

65.3*
1.5
226.2

1.4
0.4
226.2

0.8
1.7
*

—

—
0.4
*

*
—

—
0.4
—

23.3*
36.4

—
0.3
—

0.7
5.0

9.9
0.4
—

—
0.1
—

0.7
5.0

0.5
3.0
—
0.5
—

14.8
0.4
—

—
—
—

2.9
6.9

0.2
1.9
109.4
1.0
—

—
—
128.4
—
—

33.5
0.3
—

—
—
—

5.7
—
—

—
—
—

8.5
11.9

10.5
7.6

$ 590.4

$ 555.6

$ 682.8

$ 235.8

$ 99.1

$ 29.0

$ 166.7

$ 152.2

* Accrued long-term employee benefit and post-employment benefit liability of $2.1 million, accrued interest of $6.8 million on unsecured senior notes and accrued interest

of nil on derivatives are reported in trade and other payables in 2012 (2011: $3.1 million, $7.1 million and $0.1 million, respectively).

Defined benefit post-Employment plan obligations

The Company is the sponsor of a number of defined benefit plans in nine countries that give rise to accrued post-employment benefit
obligations. The accrued benefit obligation for these plans at the end of 2012 was $99.1 million (2011 – $92.5 million) and the fair
value of the plan assets was $21.7 million (2011 – $20.7 million), for a net deficit of $77.4 million, compared to $71.8 million at the
end of 2011.

In 2012 and 2011, the Company’s net earnings were $97.5 million and $84.1 million, respectively. At the end of 2012, the Company
had $189.0 million of cash and cash equivalents on hand and significant unused lines of credit. Compared to the Company’s other
financial obligations and its current financial resources, described above, these post-employment plan obligations are relatively small.
In addition, the Company is not adding new members to the U.K. and Canadian plans so the risk of future growth in the liability of the
plans and related financial exposure is materially reduced over time.

The Company has elected to record all defined benefit post-employment plan actuarial gains or losses in other comprehensive income
immediately. Certain key assumptions have been made to determine the accrued benefit obligation, future funding requirements and
plan expenses. They are as follows and vary based on the country location and plan specifics:

• Discount rate: 2.2% to 4.8%

• Expected long-term rate of return on assets: 5.7% to 6.5%

CCL INDUSTRIES INC. 2012 Annual Report

MA N A G E M E N T’S DI S C U S S I O N

A N D AN A L Y S I S

Years ended December 31, 2012 and 2011 (Tabular amounts in millions of Canadian dollars, except per share data)

There are three major components to the defined benefit post-employment plans:

1) The Canadian executive plans consist of one registered plan and three unfunded supplemental plans that provide for pensions to the
executives in the registered plan but for amounts above the maximum benefit provided by the registered plan. The registered plan had
$4.5 million in assets and a net deficit of $4.1 million at the end of 2012 ($4.3 million and $3.3 million, respectively, at the end of
2011). The net deficit of the unfunded supplemental plans was $17.7 million at the end of 2012 (2011 – $17.2 million). The Company
anticipates paying these obligations over time out of cash on hand and cash generated from operations.

2) The unfunded U.S. deferred compensation plan had accrued liability of $31.6 million at December 31, 2012 (2011 – $28.9 million).

The Company anticipates paying these obligations over time out of cash on hand and cash generated from operations.

3) The U.K. plan had $17.3 million in plan assets at the end of 2012 (2011 – $16.4 million) and a net deficit of $8.3 million at the end
of 2012 (2011 – $9.1 million). There are no active employees enrolled as members of the plan as all of the members of the plan were
employed by businesses previously owned by CCL. Consequently, the plan is capped with the exception of inflationary pension increases,
movements in the actuarial liabilities of plan members and the market value of the assets of the plan.

In 2009, the Company offered enhanced transfer values to certain members of the U.K. defined benefit pension plan in an effort to reduce
its exposure to the actuarial deficit in the U.K. plan. In 2009, the Company contributed a one-time lump sum of $0.9 million to the plan,
plus a further $3.1 million to buy out certain members who accepted the Company’s buyout offer. A further $0.5 million was contributed
early in 2010 for this same buyout offer. Settlements related to this transfer exercise in 2010 reduced the plan’s assets by $2.9 million
and in 2009 by $10.7 million. Another buyout offer was made in late 2011, the results of which were negligible. The Company expects to
continue to investigate ways to unwind this plan over time, including increasing its annual contributions. The Company anticipates that it
will fund its obligation out of cash on hand and cash generated by operations in future years.

In 2012, pension expense for all of the plans was $4.0 million ($4.2 million in 2011) and funding was $3.1 million ($3.1 million in 2011).
Actuarial losses recognized directly in equity in 2012 were $3.6 million ($4.9 million in 2011).

The Company believes that its current financial resources combined with its expected future cash flows from operations will be sufficient
to satisfy the obligations under these plans in future years even if there are unfavourable developments related to the key assumptions
made to determine future funding requirements.

other obligations and Commitments

The Company has no material “off-balance sheet” financing obligations except for typical long-term operating lease agreements. The
nature of these commitments is described in note 26 of the consolidated financial statements. Additionally, a majority of the Company’s
post-employment obligations are defined contribution pension plans. There are no defined benefit plans funded with CCL stock.

f) Controls and procedures

Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported
to senior management, including the President and Chief Executive Officer (“CEO”) and the Senior Vice President and Chief Financial
Officer (“CFO”) on a timely basis so that appropriate decisions can be made regarding public disclosure. CCL’s Disclosure Committee
reviews all external reports and documents of CCL before publication to enhance the Company’s disclosure controls and procedures.

As at December 31, 2012, based on the continued evaluation of the disclosure controls and procedures, the CEO and the CFO have
concluded that CCL’s disclosure controls and procedures, as defined in National Instrument 52-109 Certificate of Disclosure in Issuers
Annual and Interim Filings (“NI 52-109”), are effective to ensure that information required to be disclosed in reports and documents
that CCL files or submits under Canadian securities legislation is recorded, processed, summarized and reported within the time
periods specified.

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with IFRS. Management is responsible for establishing and
maintaining adequate internal control over financial reporting. NI 52-109 requires CEOs and CFOs to certify that they are responsible
for establishing and maintaining internal control over financial reporting for the issuer, that internal control has been designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance
with IFRS, that the internal control over financial reporting is effective, and that the issuer has disclosed any changes in its internal
control during its most recent interim period that has materially affected or is reasonably likely to materially affect its internal control
over financial reporting.

28 CCL INDUSTRIES INC. 2012 Annual Report

Based on the evaluation of the design and operating effectiveness of CCL’s internal control over financial reporting, the CEO and the
CFO concluded that the Company’s internal control over financial reporting was effective as at December 31, 2012.

There were no material changes in internal control over financial reporting in the financial year ended December 31, 2012.

4 . R I S K S aN D U N C E R TaI N T I E S

The Company is subject to the usual commercial risks and uncertainties from operating as a Canadian public company and as a supplier
of goods and services to the non-durable consumer packaging and consumer durable industries on a global basis. A number of these
potential risks and uncertainties that could have a material adverse effect on the business, financial condition and results of operations
of the Company are listed below, generally in order of importance as follows:

Uncertainty Resulting from Sustained global Economic Crisis

The Company is dependent on the global economy and overall consumer confidence, disposable income and purchasing trends. A global
economic downturn or period of economic uncertainty can erode consumer confidence and may materially reduce consumer spending.
Any decline in consumer spending may negatively affect the demand for customers’ products. This decline directly influences the demand
for the Company’s packaging components used in its customers’ products, and may negatively affect the Company’s consolidated
earnings. The global economic conditions have affected interest rates and credit availability, which may have a negative impact on
earnings from higher interest costs or the inability to secure additional indebtedness to fund operations or refinance maturing obligations
as they come due. In addition, the sustained global economic crisis may have an unpredictable adverse impact on the Company’s
suppliers of manufacturing equipment and raw materials, which in turn may have a negative impact on the availability of manufacturing
equipment and the cost of raw materials. Although the Company has a strong statement of financial position, diverse businesses and
a broad geographic presence, it may not be able to manage a reduction in its earnings and cash flow that may arise from lower sales,
increased cost of raw materials and decreased profits if the global economic environment deteriorates for an extended period.

potential Risks Relating to Significant operations in foreign Countries

The Company operates plants in North America, Europe, Latin America, Asia, South Africa, Australia and the Middle East. Sales to
customers located outside of Canada in 2012 were 95% of the Company’s total sales, a level similar to that in 2011. Non-Canadian
operating results are translated into Canadian dollars at the average exchange rate for the period covered. The Company has significant
operating bases in both the United States and Europe. In 2012, 42% and 32% of total sales were to customers in United States and
Europe, respectively. The Company’s operating results and cash flows could be negatively impacted by slower or declining growth
rates in these key markets. The sales from business units in Latin America, Asia, South Africa and Australia in 2012 were 21% of the
Company’s total sales. In addition, the Company has equity accounted investments in Chile, Russia and the Middle East. There are
risks associated with operating a decentralized organization in 74 facilities in countries around the world with a variety of different
cultures and values. Operations outside of Canada, the United States and Europe are perceived generally to have greater political and
economic risks and include CCL’s operations in Latin America, Asia, South Africa, Russia and the Middle East. These risks include, but
are not limited to, fluctuations in currency exchange rates, inflation, unexpected changes in foreign law and regulations, government
nationalization of certain industries, currency controls, potential adverse tax consequences and locally accepted business practices and
standards that may not be similar to accepted business practices and standards in North America and Europe. Although the Company
has controls and procedures intended to mitigate these risks, these risks cannot be entirely eliminated and may have a material adverse
effect on the consolidated financial results of the Company.

Competitive Environment

The Company faces competition from other packaging suppliers in all the markets in which it operates. There can be no assurance
that the Company will be able to compete successfully against its current or future competitors or that such competition will not have
a material adverse effect on the business, financial condition and results of operations of the Company. This competitive environment
may preclude the Company from passing on higher material, labour and energy costs to its customers. Any significant increase in
in-house manufacturing by customers of the Company could adversely affect the business, financial condition and results of operations
of the Company. In addition, the Company’s consolidated financial results may be negatively impacted by competitors developing new
products or processes that are of superior quality, fit CCL’s customers’ needs better, or have lower costs, or by consolidation within
CCL’s competitors or further pricing pressure on the industry by the large retail chains.

CCL INDUSTRIES INC. 2012 Annual Report

MA N A G E M E N T’S DI S C U S S I O N

A N D AN A L Y S I S

Years ended December 31, 2012 and 2011 (Tabular amounts in millions of Canadian dollars, except per share data)

Sustainability of profitability of the Container Segment

The Company’s Container Segment operated at a substantial loss in 2009 and 2010; however, it posted a return to profitability in
2011 and continued its uptrend in 2012. The main drivers of the previous losses were largely due to the higher sales mix of low-
margin household products, the effect of the weaker U.S. dollar, and the negative impact of aluminum hedges and lower volumes.
If the Segment is not able to sustain increased prices to maintain and improve its margins, pass cost increases on to its customers,
improve operations, and maintain and grow sales volumes to utilize production capacity, it could have a material adverse effect on
the business, financial condition and results of operations of the Company. In addition, foreign currency could have a material adverse
effect on the Container Segment’s results, as the Canadian plant sells almost all of its production to the U.S. market in U.S. dollars.

foreign Exchange Exposure and Hedging activities

Sales of the Company’s products to customers outside Canada account for 95% of the revenue of the Company. Because the prices for
such products are quoted in foreign currencies, any increase in the value of the Canadian dollar relative to such currencies, in particular
the U.S. dollar and the euro, reduces the amount of Canadian dollar revenues and operating income reported by the Company in its
consolidated financial statements. The Company also buys inputs for its products in world markets in several currencies. Exchange rate
fluctuations are beyond the Company’s control and there can be no assurance that such fluctuations will not have a material adverse
effect on the reported results of the Company. The use of derivatives to provide hedges of certain exposures, such as interest rate
swaps, forward foreign exchange contracts and aluminum futures contracts could impact negatively on the Company’s operations.

Retention of Key personnel and Experienced Workforce

Management believes that an important competitive advantage of the Company has been, and is expected to continue to be, the know-
how and expertise possessed by its personnel at all levels of the Company. While the machinery and equipment used by the Company
are generally available to competitors of the Company, the experience and training of the Company’s workforce allows the Company
to obtain a level of efficiency and a level of flexibility that management believes to be high relative to levels in the industries in which it
competes. To date, the Company has been successful in recruiting, training and retaining its personnel over the long-term, and while
management believes that the know-how of the Company is widely distributed throughout the Company, the loss of the services of
certain of its experienced personnel could have a material adverse effect on the business, financial condition and results of operations
of the Company.

The operations of the Company are dependent on the abilities, experience and efforts of its senior management team. To date, the
Company has been successful in recruiting and retaining competent senior management. Loss of certain members of the executive
team of the Company could have a disruptive effect on the implementation of the Company’s business strategy and the efficient running
of day-to-day operations. This could have a material adverse effect on the business, financial condition and results of operations of
the Company.

acquired businesses

As part of its growth strategy, the Company continues to pursue acquisition opportunities where such transactions are economically and
strategically justified. However, there can be no assurance that the Company will be able to identify attractive acquisition opportunities in
the future or have the required resources to complete desired acquisitions, or that it will succeed in effectively managing the integration
of acquired businesses. The failure to implement the acquisition strategy, to successfully integrate acquired businesses or joint ventures
into the Company’s structure, or to control operating performance and achieve synergies, may have a material adverse effect on the
business, financial condition and results of operations of the Company.

In addition, there may be liabilities that the Company has failed or was unable to discover in its due diligence prior to the consummation
of the acquisition. In particular, to the extent that prior owners of acquired businesses failed to comply with or otherwise violated
applicable laws, including environmental laws, the Company, as a successor owner, may be financially responsible for these violations.
A discovery of any material liabilities could have a material adverse effect on the business, financial condition and results of operations
of the Company.

Long-term growth Strategy

The Company has experienced significant and steady growth since the global economic downturn of 2009. The Company’s organic
growth initiatives coupled with its international acquisitions over the last number of years can place a strain on a number of aspects of its
operating platform including; human infrastructure, operational capacity and information systems. The Company’s ability to continually
adapt and augment all aspects of its operational platform is critical to realizing its long-term growth strategy. If the Company cannot
adjust to its anticipated growth, results of operations may be materially adversely affected.

30 CCL INDUSTRIES INC. 2012 Annual Report

Exposure to Income Tax Reassessments

The Company operates in many countries throughout the world. Each country has its own income tax regulations and many of these
countries have additional income and other taxes applied at state, provincial and local levels. The Company’s international investments
are complex and subject to interpretation in each jurisdiction from a legal and tax perspective. The Company’s tax filings are subject to
audit by local authorities and the Company’s positions in these tax filings may be challenged. The Company may not be successful in
defending these positions and could be involved in lengthy and costly litigation during this process and could be subject to additional
income taxes, interest and penalties. The Company may not be able to receive a tax benefit from its taxable losses in domestic or foreign
jurisdictions, depending on the timing and extent of such losses. This outcome could have a material adverse effect on the business,
financial condition and results of operations of the Company.

fluctuations in operating Results

While the Company’s operating results over the past several years have indicated a general upward trend in sales and net earnings,
operating results within particular product forms, within particular facilities of the Company and within particular geographic markets
have undergone fluctuations in the past and, in management’s view, are likely to do so in the future. Operating results may fluctuate
in the future as a result of many factors in addition to the global economic conditions, and they include the volume of orders received
relative to the manufacturing capacity of the Company, the level of price competition (from competing suppliers both in domestic and
in other lower-cost jurisdictions), variations in the level and timing of orders, the cost of raw materials and energy, the ability to develop
innovative packaging solutions and the mix of revenue derived in each of the Company’s businesses. Operating results may also be
impacted by the inability to achieve planned volumes through normal growth and successful renegotiation of current contracts with
customers and by the inability to deliver expected benefits from cost reduction programs derived from the restructuring of certain
business units. Any of these factors or a combination of these factors could have a material adverse effect on the business, financial
condition and results of operations of the Company.

Insurance Coverage

Management believes that insurance coverage of the Company’s facilities addresses all material insurable risks, provides coverage that
is similar to that which would be maintained by a prudent owner/operator of similar facilities and is subject to deductibles, limits and
exclusions that are customary or reasonable given the cost of procuring insurance and current operating conditions. However, there
can be no assurance that such insurance will continue to be offered on an economically feasible basis or at current premium levels,
that the Company will be able to pass through any increased premium costs or that all events that could give rise to a loss or liability are
insurable, or that the amounts of insurance will at all times be sufficient to cover each and every loss or claim that may occur involving
the assets or operations of the Company.

Dependence on Customers

The Company has a modest dependence on certain customers. The Company’s largest customer accounted for approximately 12.1% of
consolidated revenue for fiscal 2012. The five largest customers of the Company represented approximately 32.4% of the total revenue
for 2012 and the largest 15 customers represented approximately 47.8% of the total revenue. Several hundred customers make up the
remainder of total revenue. Although the Company has strong partnership relationships with its customers, there can be no assurance
that the Company will maintain its relationship with any particular customer or continue to provide services to any particular customer at
current levels. A loss of any significant customer, or a decrease in the sales to any such customer, could have a material adverse effect
on the business, financial condition and results of operations of the Company. Consolidation within the consumer products marketer
base could have a negative impact on the Company’s business, depending on the nature and scope of any such consolidation.

Environmental, Health and Safety Requirements and other Considerations

The Company is subject to numerous federal, provincial, state and municipal statutes, regulations, by-laws, guidelines and policies, as
well as permits and other approvals related to the protection of the environment and workers’ health and safety. The Company maintains
active health and safety and environmental programs for the purpose of preventing injuries to employees and pollution incidents at its
manufacturing sites. The Company also carries out a program of environmental compliance audits, including independent third-party
pollution liability assessment for acquisitions, to assess the adequacy of compliance at the operating level and to establish provisions,
as required, for environmental site remediation plans. The Company has environmental insurance for most of its operating sites, with
certain exclusions for historical matters.

CCL INDUSTRIES INC. 2012 Annual Report

MA N A G E M E N T’S DI S C U S S I O N

A N D AN A L Y S I S

Years ended December 31, 2012 and 2011 (Tabular amounts in millions of Canadian dollars, except per share data)

Despite these programs and insurance coverage, further proceedings or inquiries from regulators on employee health and safety
requirements, particularly in Canada, the United States and the European Economic Community (collectively, the “EHS Requirements”),
could have a material adverse effect on the business, financial condition and results of operations of the Company. In addition,
changes to existing EHS Requirements, the adoption of new EHS Requirements in the future, or changes to the enforcement of EHS
Requirements, as well as the discovery of additional or unknown conditions at facilities owned, operated or used by the Company,
could require expenditures that might materially affect the business, financial condition and results of operations of the Company, to
the extent not covered by indemnity, insurance or a covenant not to sue. Furthermore, while the Company has generally benefited from
increased regulations on its customers’ products, the demand for the services or products of the Company may be adversely affected
by the amendment or repeal of laws or by changes to the enforcement policies of the regulatory agencies concerning such laws.

operating and product Hazards

The Company’s revenues are dependent on the continued operation of its facilities and its customers. The operation of manufacturing
plants involves many risks, including the failure or substandard performance of equipment, natural disasters, suspension of operations
and new governmental statutes, regulations, guidelines and policies. The operations of the Company and its customers are also
subject to various hazards incidental to the production, use, handling, processing, storage and transportation of certain hazardous
materials. These hazards can cause personal injury, severe damage to and destruction of property and equipment and environmental
damage. Furthermore, the Company may become subject to claims with respect to workplace exposure, workers’ compensation and
other matters. The Company’s pharmaceutical and specialty food product operations are subject to stringent federal, state, provincial
and local health, food and drug regulations and controls, and may be impacted by consumer product liability claims and the possible
unavailability and/or expense of liability insurance. The Company prints information on its labels and containers that, if incorrect,
could give rise to product liability claims. A determination by applicable regulatory authorities that any of the Company’s facilities are
not in compliance with any such regulations or controls in any material respect may have a material adverse effect on the Company. A
successful product liability claim (or a series of claims) against the Company in excess of its insurance coverage could have a material
adverse effect on the business, financial condition and results of operations of the Company. There can be no assurance as to the
actual amount of these liabilities or the timing thereof. The occurrence of material operational problems, including, but not limited to,
the above events, could have a material adverse effect on the business, financial condition and results of operations of the Company.

New product Developments

The packaging industry is continually evolving based on CCL’s competitors’ ingenuity, consumer preferences and new product
identification and information technologies. To the extent that any such new developments result in the decrease in the use of any
of the Company’s products, this could have a material adverse effect on the business, financial condition and results of operations of
the Company.

Labour Relations

While labour relations between the Company and its employees have been stable in the recent past and there have been no material
disruptions in operations as a result of labour disputes, the maintenance of a productive and efficient labour environment cannot be
assured. Accordingly, a strike, lockout or deterioration of labour relationships could have a material adverse effect on the business,
financial condition and results of operations of the Company.

Legal proceedings

Any alleged failure by the Company to comply with applicable laws and regulations in the countries of operation may lead to the
imposition of fines and penalties or the denial, revocation or delay in the renewal of permits and licences issued by governmental
authorities. In addition, governmental authorities, as well as third parties, may claim that the Company is liable for environmental
damages. A significant judgment against the Company, the loss of a significant permit or other approval or the imposition of a significant
fine or penalty could have a material adverse effect on the business, financial condition and results of operations of the Company.
Moreover, the Company may from time to time be notified of claims that it may be infringing patents, copyrights or other intellectual
property rights owned by other third parties. Any litigation could result in substantial costs and diversion of resources, and could have
a material adverse effect on the business, financial condition and results of operations of the Company. In the future, third parties may
assert infringement claims against the Company or its customers. In the event of an infringement claim, the Company may be required
to spend a significant amount of money to develop a non-infringing alternative or to obtain licences. The Company may not be successful
in developing such an alternative or obtaining a licence on reasonable terms, if at all. In addition, any such litigation could be lengthy
and costly and could have a material adverse effect on the business, financial condition and results of operations of the Company.

32 CCL INDUSTRIES INC. 2012 Annual Report

The Company may also be subject to claims arising from its failure to manufacture a product to the specifications of its customers or
from personal injury arising from a consumer’s use of a product or component manufactured by the Company. While the Company
will seek indemnity from its customers for claims made against the Company by consumers, and while the Company maintains what
management believes to be appropriate levels of insurance to respond to such claims, there can be no assurance that the Company
will be fully indemnified by its customers nor that insurance coverage will continue to be available or, if available, adequate to cover
all costs arising from such claims. In addition, the Company could become subject to claims relating to its prior businesses, including
environmental and tax matters. There can be no assurance that insurance coverage will be adequate to cover all costs arising from
such claims.

Defined benefit post-Employment plans

The Company is the sponsor of a number of defined benefit plans in nine countries that give rise to accrued post-employment benefit
obligations. Although the Company believes that its current financial resources combined with its expected future cash flows from
operations and returns on post-employment plan assets will be sufficient to satisfy the obligations under these plans in future years, the
cash outflow and higher expenses associated with these plans may be higher than expected and may have a material adverse impact
on the financial condition of the Company.

Impairment in the Carrying Value of goodwill

As of December 31, 2012, the Company has over $350 million of goodwill on its statement of financial position, the value of which
is reviewed for impairment at least annually. The assessment of the value of goodwill depends on a number of key factors requiring
estimates and assumptions about earnings growth, operating margins, discount rates, economic projections, anticipated future cash
flows and market capitalization. There can be no assurance that future reviews of goodwill will not result in an impairment charge.
Although it does not affect cash flow, an impairment charge does have the effect of reducing the Company’s earnings, total assets and
shareholders’ equity.

Subsequent Event

On January 30, 2013, CCL announced it had signed a binding agreement to acquire the Office & Consumer Products and Designed
& Engineered Solutions businesses of Avery Dennison Corporation on a debt-free basis for US$500 million subject to customary
closing adjustments and regulatory approvals. CCL has arranged committed financing to support this acquisition subject to closing
the purchase, which is expected by mid-2013. Although management has reasonable confidence, there can be no certainty that this
transaction will close within the predicted timeframe and/or with terms announced.

5 . aC CoU N T I Ng p oL I C I E S aN D NoN - IfR S mEaS U R E S

a) Key performance Indicators and Non-IfRS measures

CCL measures the success of the business using a number of key performance indicators, many of which are in accordance with IFRS
as described throughout this report. The following performance indicators are not measurements in accordance with IFRS and should
not be considered as an alternative to or replacement of net earnings or any other measure of performance under IFRS. These non-
IFRS measures do not have any standardized meaning and may not be comparable to similar measures presented by other issuers. In
fact, these additional measures are used to provide added insight into CCL’s results and are concepts often seen in external analysts’
research reports, financial covenants in banking agreements and note agreements, purchase and sales contracts on acquisitions and
divestitures of the business, and in discussions and reports to and from the Company’s shareholders and the investment community.
These non-IFRS measures will be found throughout this report and are referenced alphabetically in the definition section below.

adjusted basic Earnings per Class b Share – An important non-IFRS measure to assist in understanding the ongoing earnings
performance of the Company excluding items of a one-time or non-recurring nature. It is not considered a substitute for basic net
earnings per Class B share, but it does provide additional insight into the ongoing financial results of the Company. This non-IFRS
measure is defined as basic net earnings per Class B share excluding gains on dispositions, goodwill impairment loss, restructuring
and other items and tax adjustments.

CCL INDUSTRIES INC. 2012 Annual Report

MA N A G E M E N T’S DI S C U S S I O N

A N D AN A L Y S I S

Years ended December 31, 2012 and 2011 (Tabular amounts in millions of Canadian dollars, except per share data)

Earnings per Class B Share

Basic earnings
Loss from restructuring and other items
and tax adjustments included above

Adjusted basic earnings

Fourth Quarter

Year-to-Date

2012

0.59

—

0.59

2011

0.55

0.02

0.57

2012

2.91

—

2.91

2011

2.54

0.03

2.57

book Value per Share – A measure of the shareholders’ equity at book value per the combined Class A and Class B shares. It is
calculated by dividing shareholders’ equity by the actual number of Class A and Class B shares issued and outstanding, excluding
amounts and shares related to shares held in trust and the executive share purchase plan.

The following table reconciles the calculation of the book value per share using IFRS measures reported in the consolidated statement
of financial position as at the periods ended as indicated.

Book Value per Share

As at December 31 (in millions of Canadian dollars, except per share data)

Total shareholders’ equity, end of period

Number of shares issued, end of period (000s)
Less: Shares held in trust

Executive share purchase plan loans

Total adjusted number of shares issued and outstanding (000s)

Book value per share

2012

2011

887.2

816.9

33,820
(145)
—

33,675

33,690

(271)
(25)

33,394

26.35

24.46

Days of Working Capital Employed – A measure indicating the relative liquidity and asset intensity of the Company’s working capital.
It is calculated by multiplying the net working capital by the number of days in the quarter and then dividing by the quarterly sales.
Net working capital includes trade and other receivables, inventories, and prepaid expenses, trade and other payables, and income
taxes recoverable and payable.

The following table reconciles the net working capital used in the days of working capital employed measure to IFRS measures reported
in the consolidated statement of financial position as at the periods ended as indicated.

Days of Working Capital Employed

As at December 31 (in millions of Canadian dollars)

Trade and other receivables
Inventories
Prepaid expenses
Income taxes recoverable
Trade and other payables
Income taxes payable

Net working capital

Days in quarter
Fourth quarter sales

Days of working capital employed

34 CCL INDUSTRIES INC. 2012 Annual Report

2012

191.5
90.2
6.2
—
(226.2)
(10.8)

50.9

92
313.5

2011

192.0
86.9
5.3
0.8
(233.9)

—

51.1

92
317.3

Dividend payout – The ratio of earnings paid out to the shareholders. It provides an indication of how well earnings support the dividend
payments. Dividend payout is defined as dividends declared divided by earnings, excluding goodwill impairment loss, restructuring and other
items and tax adjustments, expressed as a percentage.

Dividend Payout

(in millions of Canadian dollars)

Dividends declared per shareholders’ equity

Adjusted earnings

Dividend payout

2012

26.0

97.5

27%

Year-to-Date

2011

23.1

84.9

27%

Earnings per Share growth Rate – A measure indicating the percentage change in adjusted basic earnings per Class B share (see definition
above).

EbITDa – A critical financial measure used extensively in the packaging industry and other industries to assist in understanding and
measuring operating results. It is also considered as a proxy for cash flow and a facilitator for business valuations. This non-IFRS
measure is defined as earnings before net finance cost, taxes, depreciation and amortization, goodwill impairment loss, earnings in
equity accounted investments, restructuring and other items. The Company believes that EBITDA is an important measure as it allows
the assessment of CCL’s ongoing business without the impact of net finance costs, depreciation and amortization and income tax
expenses, as well as non-operating factors and one-time items. As a proxy for cash flow, it is intended to indicate the Company’s ability
to incur or service debt and to invest in property, plant and equipment, and it allows comparison of CCL’s business to that of its peers
and competitors who may have different capital or organizational structures. EBITDA is a measure tracked by financial analysts and
investors to evaluate financial performance and is a key metric in business valuations. EBITDA is considered an important measure by
lenders to the Company and is included in the financial covenants for CCL’s bank lines of credit.

The following table reconciles EBITDA measures to IFRS measures reported in the consolidated income statements for the periods
ended as indicated.

EBITDA

(in millions of Canadian dollars)

Net earnings
Corporate expense
Earnings in equity accounted investments
Finance cost, net
Restructuring and other items – net loss
Income taxes

Operating income (a non-IFRS measure)
Less: Corporate expense
Add: Depreciation and amortization

EBITDA (a non-IFRS measure)

2012

19.9
7.3
(1.1)
5.2
—
7.3

38.6
(7.3)
26.4

57.7

Fourth Quarter

2011

18.4
6.9
(1.4)
5.2
0.3
6.0

35.4
(6.9)
26.2

54.7

2012

97.5
26.4
(2.2)
20.9
—
35.8

178.4
(26.4)
102.6

Year-to-Date

2011

84.1
24.8
(1.2)
21.4
0.8
33.8

163.7
(24.8)
100.2

254.6

239.1

free Cash flow from operations – A measure indicating the relative amount of cash generated by the Company during the year and
available to fund dividends, debt repayments and acquisitions. It is calculated as cash flow from operations less capital expenditures,
net of proceeds from the sale of property, plant and equipment.

CCL INDUSTRIES INC. 2012 Annual Report

MA N A G E M E N T’S DI S C U S S I O N

A N D AN A L Y S I S

Years ended December 31, 2012 and 2011 (Tabular amounts in millions of Canadian dollars, except per share data)

The following table reconciles the free cash flow from operations measure to IFRS measures reported in the consolidated statements
of cash flows for the periods ended as indicated.

Free Cash Flow from Operations

(in millions of Canadian dollars)

Cash provided by operating activities
Less: Additions to property, plant and equipment
Add: Proceeds on disposal of property, plant and equipment

Free cash flow from operations

2012

199.3
(93.6)
1.5

107.2

2011

171.4
(81.4)
2.2

92.2

Interest Coverage – A measure indicating the relative amount of operating income earned by the Company compared to the amount of
interest expense incurred by the Company. It is calculated as operating income (see definition below), including discontinued items, less
corporate expense, divided by net interest expense on a twelve-month rolling basis.

The following table reconciles the interest coverage measure to IFRS measures reported in the consolidated statements of earnings for the
periods ended as indicated.

Interest Coverage

(in millions of Canadian dollars)

Operating income (a non-IFRS measure: see definition below)
Less: Corporate expense

Net interest expense on a 12-month rolling basis

Interest coverage

2012

178.4
(26.4)

152.0

20.9

7.3

2011

163.7
(24.8)

138.9

21.4

6.5

Net Debt – A measure indicating the financial indebtedness of the Company assuming that all cash on hand is used to repay a portion of the
outstanding debt. It is defined as current debt including cash advances, plus long-term debt, less cash and cash equivalents.

Net Debt to Total book Capitalization – A measure that indicates the financial leverage of the Company. It measures the relative use of
debt versus equity in the book capital of the Company. Net debt to total book capitalization is defined as net debt (see definition above)
divided by net debt plus shareholders’ equity, expressed as a percentage.

operating Income – A measure indicating the profitability of the Company’s business units defined as income before corporate expenses,
net finance costs, goodwill impairment loss, earnings in equity accounted investments, restructuring and other items and tax.

See the definition of EBITDA above for a reconciliation of operating income measures to IFRS measures reported in the consolidated
statements of earnings for the periods ended as indicated.

Restructuring and other Items and Tax adjustments – A measure of significant non-recurring items that are included in net earnings.
The impact of restructuring and other items and tax adjustments on a per share basis is measured by dividing the after-tax income of
the restructuring and other items and tax adjustments by the average number of shares outstanding in the relevant period. Management
will continue to disclose the impact of these items on the Company’s results because the timing and extent of such items do not reflect
or relate to the Company’s ongoing operating performance. Management evaluates the operating income of its Segments before the
effect of these items.

Return on Equity before goodwill Impairment Loss, Restructuring and other Items and Tax adjustments (“RoE”) – A measure that
provides insight into the effective use of shareholder capital in generating ongoing net earnings. ROE is calculated by dividing annual net
income before goodwill impairment loss, restructuring and other items (net of tax) and tax adjustments by the average of the beginning
and the end-of-year shareholders’ equity.

36 CCL INDUSTRIES INC. 2012 Annual Report

The following table reconciles net earnings used in calculating the ROE measure to IFRS measures reported in the consolidated statement
of financial position and in the consolidated income statements for the periods ended as indicated.

Return on Equity

(in millions of Canadian dollars)

Net earnings
Restructuring and other items – net loss (net of tax)

Adjusted net earnings

Average shareholders’ equity

Return on equity

2012

97.5
—

97.5

852.0

Year-to-Date

2011

84.1
0.8

84.9

793.1

11.4%

10.7%

Return on Sales – A measure indicating relative profitability of sales to customers. It is defined as operating income (see above definition)
divided by sales, expressed as a percentage.

The following table reconciles the return on sales measure to IFRS measures reported in the consolidated statements of earnings in
the industry segmented information as per note 6 of the Company’s annual financial statements for the periods ended as indicated.

Return on Sales

Year-to-Date
(in millions of Canadian dollars)

Label
Container
Tube

Total operations

2012

$ 1,044.3
181.7
82.6

$ 1,308.6

Sales

2011

$ 1,012.3
175.7
80.5

$ 1,268.5

Operating Income

Return on Sales

2012

$ 152.8
12.1
13.5

$ 178.4

2011

$ 142.5
9.2
12.0

$ 163.7

2012

14.6%
6.7%
16.3%

13.6%

2011

14.1%
5.2%
14.9%

12.9%

Total Debt – A measure indicating the financial indebtedness of the Company. It is defined as current debt, including bank advances, plus
long-term debt.

The following table reconciles total debt used in the total debt measure to IFRS measures reported in the consolidated statement of financial
position as at the periods ended as indicated.

Total Debt

At December 31 (in millions of Canadian dollars)

Current debt, including bank advances
Plus: Long-term debt

Total debt

2012

84.7
244.3

329.0

2011

19.8
334.2

354.0

Total Debt to Total book Capitalization – A measure that indicates the financial leverage of the Company. It measures the relative use of
debt versus equity in the book capital of the Company. Total debt to total book capitalization is defined as total debt (see definition above)
divided by total debt plus shareholders’ equity, expressed as a percentage.

The following table reconciles the total debt to total book capitalization measure to IFRS measures reported in the consolidated
statement of financial position as at the periods ended as indicated.

CCL INDUSTRIES INC. 2012 Annual Report

MA N A G E M E N T’S DI S C U S S I O N

A N D AN A L Y S I S

Years ended December 31, 2012 and 2011 (Tabular amounts in millions of Canadian dollars, except per share data)

Total Debt to Total Book Capitalization

At December 31 (in millions of Canadian dollars)

Total debt (see previous table)

Shareholders’ equity

Total debt to total book capitalization

b) accounting policies and New Standards

accounting policies

2012

329.0

887.2

2011

354.0

816.9

27.1%

30.2%

The above analysis and discussion of the Company’s financial condition and results of operation are based on its consolidated financial
statements prepared in accordance with IFRS.

A summary of the Company’s significant accounting policies is set out in note 3 of the consolidated financial statements.

Recently Issued New accounting Standards, Not Yet Effective

A number of new or revised accounting standards have recently been issued by the International Accounting Standards Board (“IASB”)
but are not yet effective. These standards have not been applied in preparing these consolidated financial statements. The Company
is currently evaluating the impact of these standards on its consolidated financial statements.

IFRS 9, Financial Instruments (“IFRS 9”), will replace IAS 39, Financial Instruments: Recognition and Measurement (“IAS 39”).
IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value. The approach
in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow
characteristics of the financial assets. The new standard also requires a single impairment method to be used, replacing the multiple
impairment methods in IAS 39. Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried
forward unchanged to IFRS 9. Mandatory Effective Date of IFRS 9 and Transition Disclosures, issued in December 2011, deferred the
effective date to annual periods beginning on or after January 1, 2015, with earlier adoption permitted.

IFRS 10, Consolidated Financial Statements (“IFRS 10”), will replace SIC-12, Consolidation – Special Purpose Entities and IAS 27,
Consolidated and Separate Financial Statements. IFRS 10 establishes principles for the presentation and preparation of consolidated
financial statements when an entity controls one or more entities. IFRS 10 is effective for periods beginning on or after January 1, 2013.

IFRS 11, Joint Arrangements (“IFRS 11”), will replace guidance in IAS 31, Interests in Joint Ventures. IFRS 11 provides focus on the rights
and obligations of the joint arrangement, rather than its legal form in the current standard. IFRS 11 also addresses inconsistencies in
the reporting of joint arrangements by requiring a single method to account for interest in jointly controlled entities. IFRS 11 is effective
for periods beginning on or after January 1, 2013.

IFRS 13, Fair Value Measurement (“IFRS 13”), replaces the fair value guidance that is currently contained within individual IFRS with a
single source of fair value measurement guidance. IFRS 13 is effective for periods beginning on or after January 1, 2013.

IAS 19, Employee Benefits (“IAS 19”), eliminates the use of the “corridor” approach and requires that all remeasurement impacts be
recognized in other comprehensive income. It also enhances the disclosure requirements by providing more information regarding
the characteristics of defined benefit plans and the risk that entities are exposed to through participation in those plans. This revised
standard is effective for periods beginning on or after January 1, 2013.

C) Critical accounting Estimates

The presentation of financial statements requires management to make estimates and assumptions that affect the reported amounts
of revenue and expenses during the year, and of assets and liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements. In particular, the amounts recorded for inventories, redundant assets, bad debts, derivatives, income taxes,
restructuring, pension and other post-retirement benefits, contingencies and litigation, environmental matters, outstanding self-insured
claims, depreciation and amortization of property, plant and equipment, and the valuation of goodwill are based on estimates. Actual
results could differ from those estimates.

38 CCL INDUSTRIES INC. 2012 Annual Report

Inventory Valuation

Inventories are valued at the lower of cost and net realizable value on the first-in, first-out basis. The cost of work in process and finished
goods includes materials, direct labour applied to the product and the applicable share of overhead. In determining the net realizable
value, the Company estimates and establishes reserves for excess, obsolete or unmarketable inventory. The reserve is based upon
the aging of the inventory, the historical experience, the current business environment and the Company’s judgment regarding the
future demand for the inventory. If actual demand and market conditions are less favourable than those projected, additional inventory
reserves may be needed and the results from operations could be materially affected. A change in the provision would be recorded in
the carrying value of inventory and cost of goods sold.

accounts Receivable

The Company records an allowance for doubtful accounts related to accounts receivable that management believes may become
impaired. The allowance is based upon the aging of the receivables, the Company’s knowledge of the financial condition of its customers,
the historical experience, and the current business environment. If actual collection of receivables and market conditions are less
favourable than those projected, additional allowance for doubtful accounts may be needed and the results from operations could be
materially affected. A change in the allowance would be recorded in selling, general and administrative expenses.

goodwill

Goodwill represents the excess of the purchase price of the Company’s interest in the businesses acquired over the fair value of the
underlying net identifiable tangible and intangible assets arising on acquisitions. Goodwill is not amortized but is required to be tested
for impairment at least annually or if events or changes in circumstances indicate that the carrying amount may not be recoverable.

The Company performs the annual impairment test in the fourth quarter of each year. Impairment testing for Label and Container
Segments was done by a comparison of the unit’s carrying amount to its estimated value in use, determined by discounting future
cash flows from the continuing use of the unit. Key assumptions used in the determination of the value in use include growth rates of
2.5%–4.2% for Container and Label and a discount rate ranging from 9.0%–10.5%. Discount rates reflect current market assumptions
and risks related to the Segments and are based upon the weighted average cost of capital for the Segment. The Company’s historical
growth rates are used as a basis in determining the growth rate applied for impairment testing. Significant management judgment is
required in preparing the forecasts of future operating results that are used in the discounted cash flow method of valuation. In 2012
and 2011, it was determined that the carrying amount of goodwill was not impaired. Since the process of determining fair values
requires management judgment regarding projected results and market multiples, a change in these assumptions could impact the
fair value of the reporting units resulting in an impairment charge.

Long-Lived assets

Long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. Performance of this evaluation involves management estimates of the associated business plans,
economic projections and anticipated cash flows. Specifically, management considers forecasted operating cash flows, which are
subject to change due to economic conditions, technological changes or changes in operating performance. An impairment loss would
be recognized if the carrying amount of the asset held for use exceeded the discounted cash flow or fair value. Changes in these
estimates in the future may result in an impairment charge.

Employee benefits

The Company accrues its obligation under employee benefit plans and related costs net of plan assets. Pension costs are determined
periodically by independent actuaries. The actuarial determination of the accrued benefit obligations for the plans uses the projected
unit credit method and incorporates management’s best estimate of future salary escalation, retirement age, inflation and other
actuarial factors. The cost is then charged as services are rendered. Since these assumptions, which are disclosed in note 20 of the
consolidated financial statements, involve forward-looking estimates and are long-term in nature, they are subject to uncertainty, actual
results may differ, and the differences may be material.

CCL INDUSTRIES INC. 2012 Annual Report

MA N A G E M E N T’S DI S C U S S I O N

A N D AN A L Y S I S

Years ended December 31, 2012 and 2011 (Tabular amounts in millions of Canadian dollars, except per share data)

D) Related party Transactions

The Company has entered into a number of agreements with its subsidiaries that govern the management and commercial and cost-
sharing arrangements with and among the subsidiaries. These inter-company structures are established on terms typical of arm’s length
agreements. A summary of the Company’s related party transactions are set out in note 27 of the consolidated financial statements.

6 . oU T Lo oK

CCL reported another strong year, its third consecutive annual improvement since the economic downturn of 2009, achieving an
impressive 12.8% three-year compounded growth rate of adjusted basic earnings per share. In 2012, each of CCL’s three operating
segments, Label, Container and Tube increased revenue and operating income compared to 2011.

From a regional economic perspective, the prolonged unsteadiness of the European economy is predicted to extend at least through
2013. Despite the difficult environment, CCL has continued to grow due to its limited presence in southern Europe and its focus on
end markets that have demonstrated some resilience to the economic pressures. The North American economy made solid progress
throughout the year as unemployment dropped slowly but steadily. Current economic indicators point to continuing low growth for 2013.
Latin America experienced strong economic activity through the first half of 2012, but demand levels and currency values deteriorated
through the second half of the year but stabilized at a new lower base going into 2013. Asia, the Middle East and other frontier markets
are again expected to outperform the developed world economies in the coming year. Emerging market sales are now over 20% of the
Company’s revenue base.

CCL in the coming year will continue to execute its global growth strategy for its Label Segment pursuing expansion plans in new and
existing markets with its core customers where the opportunity meets the Company’s long-term profitability objectives. The Company is
confident this strategy will continue to generate strong cash flows that will support additional investment opportunities and allow CCL
to further expand its geographic and market segment reach.

The Label Segment expects its previously announced new capacity investments in Brazil, Thailand and the new wine label plant in
Sonoma, California to commence trading in the first half of 2013.

The Container Segment recorded another year of strong improvement for 2012, driven by strong performance at the U.S. and Mexican
operations. Further market share gains are expected in the Mexican operations, while the U.S. and Canadian operations will maintain
pricing discipline, and continue to drive cost reduction and productivity initiatives for the Segment in order to drive its momentum on
into 2013.

The Tube Segment had an outstanding year for 2012 recording its second consecutive year of record operating results. Additional
capacity is slated for the Wilkes-Barre facility and new decorating equipment for Los Angeles in order to expand market share in highly
decorated tubes for the premium personal care and cosmetic sector.

The Company remains focused on vigilantly managing working capital and prioritizing capital to higher-growth organic opportunities
or unique acquisitions that are expected to enhance shareholder value. The Company has significant cash on hand of $189 million,
unused credit lines of $196 million and access to additional committed liquidity to support its growth strategy. The Company expects
capital expenditures for 2013 to be between $85 million and $95 million.

The immediate outlook for the first quarter of 2013 is supported by a good order backlog at year-end and steady intake during the first
weeks of the new year. With financial results that have increased year-over-year for nine consecutive quarters, comparative performance
improvement is increasingly more challenging. Furthermore, currency volatility in Europe and Latin America remains closely watched
going into 2013.

Finally, on January 30, 2013, CCL announced it had signed a binding agreement to acquire the Office & Consumer Products and Design
& Engineered Solutions businesses of Avery Dennison Corporation on a debt-free basis for US$500 million subject to customary closing
adjustments and regulatory approvals. Committed financing is in place with a syndicate of banks subject to closing the purchase. CCL’s
management team is completing its transition and integration plan to support this expanded global label offering.

40 CCL INDUSTRIES INC. 2012 Annual Report

maNa gEmE N T’S RE Sp oN S IbI L I T Y f oR T H E f I NaN C IaL STaT EmE N T S

Years ended December 31, 2005 and 2004 (In thousands of Canadian dollars except per share data)

The accompanying consolidated financial statements of CCL Industries Inc. and all information in this Annual Report are the responsibility
of management and have been approved by the Board of Directors.

The consolidated financial statements have been prepared by management in accordance with International Financial Reporting
Standards. When alternative accounting methods exist, management has chosen those it deems to be the most appropriate to ensure fair
and consistent presentation. Financial statements are not precise since they include certain amounts based on estimates and judgments.
Management has determined such amounts on a reasonable basis in order to ensure that the consolidated financial statements are
presented fairly in all material aspects. Management has prepared the financial information presented elsewhere in this Annual Report
and has ensured that it is consistent with the consolidated financial statements.

CCL maintains financial and operating systems that include appropriate and effective internal controls. Such systems are designed to
provide reasonable assurance that the financial information is reliable and relevant, and that CCL’s assets are appropriately accounted
for and adequately safeguarded.

The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and is ultimately
responsible for reviewing and approving the consolidated financial statements. The Board of Directors carries out this responsibility
through its Audit Committee.

The Audit Committee is appointed by the Board of Directors and meets periodically with management, as well as the internal and
external auditors, to discuss internal controls over the financial reporting process, auditing matters and financial reporting issues, to
satisfy itself that each party is properly discharging its responsibilities, and to review the Management’s Discussion and Analysis, the
consolidated financial statements and the external auditors’ report. The Audit Committee reports its findings to the Board of Directors
for consideration when approving the annual financial statements for issuance to the shareholders. The Audit Committee also considers,
for review by the Board of Directors and approval by the shareholders, the engagement or re-appointment of the external auditors.

The consolidated financial statements have been audited by KPMG LLP, the external auditors, in accordance with Canadian generally
accepted auditing standards, on behalf of the shareholders. KPMG LLP have full and free access to, and meet periodically with, the
Audit Committee.

geoffrey T. martin
President and Chief Executive Officer

Sean p. Washchuk
Senior Vice President and Chief Financial Officer

February 21, 2013

CCL INDUSTRIES INC. 2012 Annual Report

KPMG LLP
Chartered Accountants
KPMG LLP
Bay Adelaide Centre
Chartered Accountants
333 Bay Street Suite 4600
Bay Adelaide Centre
Toronto ON M5H 2S5
333 Bay Street Suite 4600
Toronto ON M5H 2S5

I N D EpE N D E N T a U D I ToR S’ REp oR T

Years ended December 31, 2005 and 2004 (In thousands of Canadian dollars except per share data)

Telephone
Fax
Telephone
Internet
Fax
Internet

(416) 777-8500
(416) 777-8818
www.kpmg.ca

To the Shareholders of CCL Industries Inc.

INDEPENDENT AUDITORS’ REPORT

Auditors’ Responsibility

To the Shareholders of CCL Industries Inc.

INDEPENDENT AUDITORS’ REPORT

Management’s Responsibility for the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of CCL Industries Inc., which comprise the consolidated
statements of financial position as at December 31, 2012 and December 31, 2011, the consolidated income statements, statements
of comprehensive income, changes in equity and cash flows for the years then ended, and notes comprising a summary of significant
To the Shareholders of CCL Industries Inc.
accounting policies and other explanatory information.

We have audited the accompanying consolidated financial statements of CCL Industries Inc., which
comprise the consolidated statements of financial position as at December 31, 2012 and December 31,
2011, the consolidated income statements, statements of comprehensive income, changes in equity and
cash flows for the years then ended, and notes comprising a summary of significant accounting policies
and other explanatory information.

Management is responsible for the preparation and fair presentation of these consolidated financial
statements in accordance with International Financial Reporting Standards, and for such internal control
as management determines is necessary to enable the preparation of consolidated financial statements
that are free from material misstatement, whether due to fraud or error.

We have audited the accompanying consolidated financial statements of CCL Industries Inc., which
management’s Responsibility for the Consolidated financial Statements
comprise the consolidated statements of financial position as at December 31, 2012 and December 31,
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with
2011, the consolidated income statements, statements of comprehensive income, changes in equity and
International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the
cash flows for the years then ended, and notes comprising a summary of significant accounting policies
preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
and other explanatory information.
auditors’ Responsibility
Management’s Responsibility for the Consolidated Financial Statements
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in
Management is responsible for the preparation and fair presentation of these consolidated financial
accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements
statements in accordance with International Financial Reporting Standards, and for such internal control
and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from
as management determines is necessary to enable the preparation of consolidated financial statements
material misstatement.
that are free from material misstatement, whether due to fraud or error.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of
Auditors’ Responsibility
the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control
Our responsibility is to express an opinion on these consolidated financial statements based on our
relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures
audits. We conducted our audits in accordance with Canadian generally accepted auditing standards.
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal
Those standards require that we comply with ethical requirements and plan and perform the audit to
control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
obtain reasonable assurance about whether the consolidated financial statements are free from material
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
misstatement.
We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
opinion
the consolidated financial statements. The procedures selected depend on our judgment, including the
In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of CCL
assessment of the risks of material misstatement of the consolidated financial statements, whether due
Industries Inc. as at December 31, 2012 and December 31, 2011, and its consolidated financial performance and its consolidated
to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s
cash flows for the years then ended in accordance with International Financial Reporting Standards.
preparation and fair presentation of the consolidated financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by management, as well
as evaluating the overall presentation of the consolidated financial statements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the consolidated financial statements. The procedures selected depend on our judgment, including the
assessment of the risks of material misstatement of the consolidated financial statements, whether due
to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s
preparation and fair presentation of the consolidated financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by management, as well
as evaluating the overall presentation of the consolidated financial statements.

Our responsibility is to express an opinion on these consolidated financial statements based on our
audits. We conducted our audits in accordance with Canadian generally accepted auditing standards.
Those standards require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial statements are free from material
misstatement.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide
a basis for our audit opinion.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide
a basis for our audit opinion.
February 21, 2013
Toronto, Canada

KPMG Canada provides services to KPMG LLP.

KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG
network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity.

KPMG Canada provides services to KPMG LLP.

42 CCL INDUSTRIES INC. 2012 Annual Report

C oN SoL I DaT E D STaT EmE N T S o f f I NaN C IaL p oS I T IoN

(In thousands of Canadian dollars)

As at December 31

assets
Current assets
Cash and cash equivalents
Trade and other receivables

Inventories

Prepaid expenses

Income taxes recoverable

Derivative instruments

Total current assets

Property, plant and equipment
Goodwill
Deferred tax assets
Equity accounted investments

Intangible assets

Other assets

Total non-current assets

Total assets

Liabilities
Current liabilities
Trade and other payables
Current portion of long-term debt

Income taxes payable
Derivative instruments

Total current liabilities

Long-term debt
Deferred tax liabilities
Employee benefits
Provisions and other long-term liabilities

Total non-current liabilities

Total liabilities

Equity
Share capital
Contributed surplus
Retained earnings
Accumulated other comprehensive loss

Total equity attributable to shareholders of the Company

Note

2012

2011

6
7
8

10
11,12
15
9
11
13

14
18

18
15
20

$ 188,972
191,538
90,194
6,205
—
—

$ 140,698
192,003
86,932
5,304
802
820

476,909

679,857
353,350
54,686
42,878
29,620
16,783

426,559

688,099
355,788
54,152
38,464
34,853
15,566

1,177,174

1,186,922

$ 1,654,083

$ 1,613,481

$ 226,248
84,701
10,771
435

$ 233,963
19,750
—
2,530

322,155

244,332
110,607
81,082
8,720

444,741

766,896

226,702
9,584
697,937
(47,036)

887,187

256,243

334,218
118,827
77,806
9,507

540,358

796,601

218,663
9,421
629,469
(40,673)

816,880

Total liabilities and equity

$ 1,654,083

$ 1,613,481

See accompanying explanatory notes to the consolidated financial statements.

On behalf of the Board:

Donald g. Lang
Director

geoffrey T. martin
Director

CCL INDUSTRIES INC. 2012 Annual Report

C oN SoL I DaT E D

I N Co mE STaT EmE N T S

(In thousands of Canadian dollars, except per share information)

Years ended December 31

Sales
Cost of sales

Gross profit
Selling, general and administrative expenses
Restructuring and other items
Earnings in equity accounted investments

Results from operating activities

Finance cost
Finance income

Net finance cost

Earnings before income tax
Income tax expense

Net earnings for the year

attributable to:
Shareholders of the Company

Net earnings for the year

Earnings per share
Basic earnings per Class B share

Diluted earnings per Class B share

See accompanying explanatory notes to the consolidated financial statements.

C oN SoL I DaT E D STaT EmE N T S o f C o m pR E H E N S I V E IN Co mE

(In thousands of Canadian dollars)

Years ended December 31

Net earnings for the year
other comprehensive income (loss), net of tax:
Foreign currency translation adjustment for foreign operations, net of tax recovery of
$579 for the year ended December 31, 2012 (2011 – tax expense of $405)
Net gain (loss) on hedges of net investment in foreign operations, net of tax expense of
$951 for the year ended December 31, 2012 (2011 – tax recovery of $1,427)
Effective portion of changes in fair value of cash flow hedges, net of tax expense of
$22 for the year ended December 31, 2012 (2011 – tax recovery of $863)
Net change in fair value of cash flow hedges transferred to the income statement, net of
tax recovery of $373 for the year ended December 31, 2012 (2011 – tax expense of $241)
Actuarial losses on defined benefit post-employment plans, net of tax recovery of
$663 for the year ended December 31, 2012 (2011 – tax recovery of $590)

other comprehensive loss, net of tax

Total comprehensive income

attributable to:
Shareholders of the Company

Total comprehensive income for the year

See accompanying explanatory notes to the consolidated financial statements.

44 CCL INDUSTRIES INC. 2012 Annual Report

Note

2012

2011

$ 1,308,551
996,111

$ 1,268,477
974,943

19
19

312,440
160,385
—
(2,165)

154,220

21,958
(1,039)

20,919

133,301
35,811

293,534
154,605
797
(1,224)

139,356

22,827
(1,443)

21,384

117,972
33,846

97,490

84,126

97,490

2.91

2.86

84,126

2.54

2.50

2012

2011

97,490

84,126

(13,662)

(11,738)

6,413

(217)

1,103

(2,985)

(9,348)

(6,638)

(2,795)

314

(4,350)

(25,207)

88,142

58,919

88,142

58,919

C oN SoL I DaT E D S TaT EmE N T S o f C HaNgE S I N E Q U I T Y

(In thousands of Canadian dollars)

Years ended December 31

Share capital
Class A shares, beginning of year
Conversion of Class A to Class B

Class A shares, end of year

Class B shares, beginning of year
Conversion of Class A to Class B
Stock options exercised

Class B shares, end of year

Executive share purchase plan loans, beginning of year
Repayment of executive share purchase plan loans

Executive share purchase plan loans, end of year

Shares held in trust, beginning of year
Shares redeemed from trust
Shares purchased and held in trust

Shares held in trust, end of year

Share capital, end of year

Note

2012

4,517
(10)

4,507

223,440
10
3,673

227,123

(233)
233

—

(9,061)
4,321
(188)

(4,928)

2011

4,517
—

4,517

213,691
—
9,749

223,440

(233)
—

(233)

(9,309)
425
(177)

(9,061)

226,702

218,663

Accumulated other comprehensive loss
Accumulated other comprehensive loss, beginning of year
Other comprehensive loss

Accumulated other comprehensive loss, end of year

Contributed surplus
Contributed surplus, beginning of year
Stock option expense
Stock options exercised
Stock-based compensation plan
Book value of minority interest over purchase price

Contributed surplus, end of year

Retained earnings, beginning of year
Net earnings
Defined benefit plan actuarial losses, net of tax
Dividends:
Class A
Class B

Total dividends to shareholders

Retained earnings, end of year

Total shareholders’ equity, end of year

See accompanying explanatory notes to the consolidated financial statements.

(40,673)
(6,363)

(47,036)

9,421
1,770
(516)
(1,659)
568

9,584

629,469
97,490
(2,985)

(1,732)
(24,305)

(26,037)

697,937

(19,816)
(20,857)

(40,673)

7,688
1,190
(1,313)
1,856
—

9,421

572,789
84,126
(4,350)

(1,543)
(21,553)

(23,096)

629,469

$ 887,187

$ 816,880

CCL INDUSTRIES INC. 2012 Annual Report

C oN SoL I DaT E D STaT EmE N T S o f C aS H f LoW S

(In thousands of Canadian dollars)

Years ended December 31

Cash provided by (used for)

operating activities
Net earnings
Adjustments for:
Depreciation and amortization
Earnings in equity accounted investments, net of dividends received
Restructuring and other items
Net finance costs
Current income tax expense
Equity-settled share-based payment transactions
Deferred taxes
Gain on sale of property, plant and equipment

Change in inventories
Change in trade and other receivables
Change in prepaid expenses
Change in trade and other payables
Change in income taxes payable
Change in employee benefits
Change in other assets and liabilities

Interest paid
Income taxes paid

Cash provided by operating activities

financing activities
Proceeds on issuance of long-term debt
Repayment of long-term debt
Decrease in bank advances
Proceeds from issuance of shares
Repayment of executive share purchase plan loans
Dividends paid

Cash used for financing activities

Investing activities
Additions to property, plant and equipment
Proceeds on disposal of property, plant and equipment
Business acquisitions

Cash used for investing activities

Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Translation adjustments on cash and cash equivalents

Cash and cash equivalents at end of year

See accompanying explanatory notes to the consolidated financial statements.

46 CCL INDUSTRIES INC. 2012 Annual Report

2012

2011

97,490

84,126

102,564
(593)
—
20,919
38,984
4,432
(3,173)
(297)

260,326
(3,029)
465
(901)
(718)
5,127
2,384
(10,559)

253,095
(21,235)
(32,538)

199,322

1,744
(19,299)
—
3,157
233
(32,088)

(46,253)

(93,555)
1,500
(11,591)

100,177
(840)
797
21,384
31,655
3,472
2,191
(1,146)

241,816
(8,505)
(16,454)
688
109
165
7,238
(2,270)

222,787
(21,930)
(29,481)

171,376

7,872
(91,291)
(497)
8,126

(23,343)

(99,133)

(81,447)
2,171
(25,156)

—

(103,646)

(104,432)

49,423
140,698
(1,149)

(32,189)
173,197
(310)

$ 188,972

$ 140,698

N oT E S To T H E C oN SoL I DaT E D f I NaN C IaL STaT EmE N T S

Years ended December 31, 2012 and 2011 (In thousands of Canadian dollars, except share and per share information)

1 . REp oR T I Ng E N T I T Y

CCL Industries Inc. (the “Company”) is a public company, listed on the Toronto Stock Exchange, and is incorporated and domiciled in
Canada. These consolidated financial statements of the Company as at and for the year ended December 31, 2012, comprise the
Company and its subsidiaries and the Company’s interest in associates. The Company has manufacturing facilities around the world
and is primarily involved in the manufacture of labels, containers and tubes.

2 . baS I S o f pR Ep aRaT IoN

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”)
and its interpretations adopted by the International Accounting Standards Board (“IASB”).

These consolidated financial statements were authorized for issue by the Company’s Board of Directors on February 21, 2013.

(b) basis of measurement

These consolidated financial statements have been prepared on the historical cost basis except for the following items in the statements
of financial position:

• derivative financial instruments are measured at fair value

• financial instruments at fair value through profit or loss are measured at fair value

• liabilities for cash-settled share-based payment arrangements are measured at fair value

• assets related to the defined benefit plans are measured at fair value and liabilities related to the defined benefit plans are calculated

by qualified actuaries using the projected unit credit method

These consolidated financial statements are presented in Canadian dollars, which is the Company’s functional currency. All financial
information presented in Canadian dollars has been rounded to the nearest thousand, unless otherwise noted.

(d) Use of estimates and judgments

The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the
application of accounting policies and the reported amounts of sales and expenses during the year and of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Judgment is used mainly in determining whether a balance or transaction should be recognized in the consolidated financial statements.
Estimates and assumptions are used mainly in determining the measurement of recognized transactions and balances.

In the process of applying the entity’s accounting policies, management makes various judgments, apart from those involving
estimations, that can significantly affect the amounts it recognizes in the financial statements.

Judgments, estimates and assumptions are continually evaluated and are based on historical experience and other factors including
expectations of future events that are believed to be reasonable under the circumstances.

The Company has applied judgment in its assessment of the classification of financial instruments, the recognition of tax losses and
provisions, the determination of cash-generating units (“CGU”), the identification of the indicators of impairment for property and
equipment intangible assets, the level of componentization of property and equipment and the allocation of purchase price adjustments
on business combinations.

Estimates are used when determining the amounts recorded for inventory and bad debt allowances, depreciation and amortization of
property, plant and equipment and intangible assets, outstanding self-insurance claims, pension and other post-employment benefits,
income and other taxes, provisions, certain fair value measures including those related to the valuation of business combinations,
share-based payments and financial instruments and in the valuation of goodwill.

CCL INDUSTRIES INC. 2012 Annual Report

NO T E S T O T H E CO N S O L I D A T E D FI N A N C I A L ST A T E M E N T S

Years ended December 31, 2012 and 2011 (In thousands of Canadian dollars, except share and per share information)

3 . SIgN IfI CaN T aC CoU N T I Ng p oL I C I E S

The accounting policies set out below have been applied consistently to all comparative information presented in these consolidated
financial statements.

The accounting policies have been applied consistently by the Company’s subsidiaries.

(a) basis of consolidation

(i) business combinations

The Company measures goodwill as the fair value of the consideration transferred including the recognized amount of any non-
controlling interest in the acquiree, less the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities
assumed, all measured as of the acquisition date. When the excess is negative, a bargain purchase gain is recognized immediately in
profit or loss. The Company elects on a transaction-by-transaction basis to measure non-controlling interest either at its fair value or at
its proportionate share of the recognized amount of the identifiable net assets at the acquisition date. Transaction costs, other than
those associated with the issue of debt or equity securities, that the Company incurs in connection with a business combination are
expensed as incurred.

(ii) Subsidiaries

Subsidiaries are entities controlled by the Company. Control exists when the Company has the power to govern the financial and
operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are currently
exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from
the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed, when
necessary, to align them with the policies adopted by the Company.

(iii) associates and joint ventures

Associates are those entities in which the Company has significant influence, but not control, over the financial and operating policies.
Significant influence is presumed to exist when the Company holds between 20% and 50% of the voting power of another entity.

Joint ventures are those entities over whose activities the Company has joint control established by contractual arrangements.

Investments in associates and joint ventures are accounted for using the equity method and are recognized initially at cost. The
Company’s investments include goodwill identified on acquisition, net of any accumulated impairment losses. The consolidated financial
statements include the Company’s share of the income and expenses and equity movements of equity accounted investees, after
adjustments to align the accounting policies with those of the Company, from the date that significant influence commences until the
date that it ceases. When the Company’s share of losses exceeds its interest in an equity accounted investee, the carrying amount of
that interest (including any long-term investments) is reduced to nil and the recognition of further losses is discontinued except to the
extent that the Company has an obligation or has made payments on behalf of the investee.

(iv) Transactions eliminated on consolidation

Inter-company balances and transactions, and any unrealized income and expenses arising from inter-company transactions, are
eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with equity accounted
investees are eliminated against the investment to the extent of the Company’s interest in the investee. Unrealized losses are eliminated
in the same way as are unrealized gains, but only to the extent that there is no evidence of impairment.

(b) foreign currency

(i) foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of the Company’s entities using exchange rates
at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated
to the functional currency using the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference
between amortized cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during
the period, and the amortized cost in foreign currency translated at the exchange rate at the end of the period. Non-monetary assets
and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the
exchange rate at the date that the fair value was determined. Foreign currency differences arising on translation are recognized in the
income statement, except for differences arising on the translation of a financial liability designated as a hedge of the net investment

48 CCL INDUSTRIES INC. 2012 Annual Report

in a foreign operation, or qualifying cash flow hedges, which are recognized directly in other comprehensive income (see note 3(b)(iii)
below). Foreign currency-denominated non-monetary items, measured at historical cost, have been translated at the rate of exchange
at the transaction date.

(ii) foreign operations

The financial statements of each of the Company’s subsidiaries are measured using the currency of the primary economic environment
in which the entity operates.

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated
into Canadian dollars using exchange rates at the reporting date. The income and expenses of foreign operations are translated into
Canadian dollars using the average exchange rates for the period.

Foreign currency differences are recognized directly in other comprehensive income and presented within the foreign currency
translation adjustment.

When a foreign operation is disposed of, the amount in other comprehensive income related to the foreign operation is fully transferred
to the income statement. A disposal occurs when the entire interest in the foreign operation is disposed of, or in the case of a partial
disposal, the partial disposal results in the loss of control of a subsidiary or the loss of significant influence. For any partial disposal
of the Company’s interest in a subsidiary that includes a foreign operation, the Company re-attributes the proportionate share of the
relevant amounts in other comprehensive income to non-controlling interests. For any other partial disposal of a foreign operation, the
Company reclassifies to the income statement only the proportionate share of the relevant amount in other comprehensive income.

Foreign exchange gains and losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of
which is neither planned nor likely in the foreseeable future, are considered to form part of a net investment in a foreign operation and
are recognized directly in other comprehensive income and presented within the foreign currency translation adjustment.

(iii) Hedge of net investment in foreign operation

The Company applies hedge accounting to the foreign currency exposure arising between the functional currency of the foreign operation
and the parent entity’s functional currency (Canadian dollars), regardless of whether the net investment is held directly or through an
intermediate parent.

Foreign currency differences arising on the translation of a financial liability designated as a hedge of a net investment in a foreign
operation are recognized directly in other comprehensive income, to the extent that the hedge is effective. To the extent that the hedge
is ineffective, such differences are recognized in the income statement. When the hedged part of a net investment is disposed of or
partially disposed of, the associated cumulative amount in equity is transferred to the income statement as an adjustment to the income
statement on disposal in accordance with the policy described in note 3(b)(ii) above.

(i) Non-derivative financial instruments

Non-derivative financial instruments comprise cash and cash equivalents, trade and other receivables, trade and other payables
and long-term debt.

Non-derivative financial instruments are recognized initially at fair value plus, for instruments not at fair value through profit or loss,
any directly attributable transaction costs. Subsequent to initial recognition non-derivative financial instruments are measured as
described below.

The carrying values of cash and cash equivalents, trade and other receivables, and trade and other payables approximate fair values
due to the short-term maturities of these financial instruments.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when,
the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the
liability simultaneously.

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets
are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and
receivables are measured at amortized cost using the effective interest method, less any impairment losses.

CCL INDUSTRIES INC. 2012 Annual Report

NO T E S T O T H E CO N S O L I D A T E D FI N A N C I A L ST A T E M E N T S

Years ended December 31, 2012 and 2011 (In thousands of Canadian dollars, except share and per share information)

Loans and receivables comprise trade and other receivables. The carrying value of trade and other receivables is net of an allowance
for doubtful accounts. The allowance is based upon the aging of the receivables, the Company’s knowledge of the financial condition
of its customers, historical experience and the current business environment.

Cash and cash equivalents comprise cash on hand and short-term investments with original maturity dates of 90 days or less.

Financial assets at fair value through profit or loss

An instrument is classified at fair value through profit or loss if it is held for trading or is designated as such upon initial recognition.
Financial instruments are designated at fair value through profit or loss if the Company manages such investments and makes purchase
and sale decisions based on their fair value in accordance with the Company’s documented risk management or investment strategy.
Upon initial recognition, the attributable transaction costs are recognized in the income statement when incurred. Financial instruments
at fair value through profit or loss are measured at fair value, and changes therein are recognized in the income statement.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale, are not classified in any
of the previous categories and are included in other assets.

These items are initially recognized at fair value plus transaction costs and are subsequently carried at fair value with changes recognized
in other comprehensive income. When an investment is derecognized the accumulated gain or loss recognized in other comprehensive
income is transferred to the income statement.

Non-derivative financial liabilities

The Company initially recognizes debt securities issued and subordinated liabilities on the date that they are originated. All other
financial liabilities (including liabilities designated at fair value through profit or loss) are recognized initially on the trade date at which
the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes a financial liability when its
contractual obligations are discharged, are cancelled or expire.

Financial liabilities are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition
these financial liabilities are measured at amortized cost using the effective interest method. Fair value, which is determined for
disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted at the market rate
of interest at the reporting date. For finance leases the market rate of interest is determined by reference to similar lease agreements.

(ii) Derivative financial instruments, including hedge accounting

The Company uses derivative financial instruments to manage its foreign currency and interest rate risk exposure and price risk
exposure related to the purchase of raw materials. Embedded derivatives are separated from the host contract and accounted for
separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related, a separate
instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the combined instrument
is not measured at fair value through the income statement.

On initial designation of the hedge, the Company formally documents the relationship between the hedging instrument(s) and hedged
item(s), including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that
will be used to assess the effectiveness of the hedging relationship. The Company makes an assessment, both at the inception of the
hedging relationship and on an ongoing basis, whether the hedging instruments are expected to be “highly effective” in offsetting the
changes in the fair value or cash flows of the respective hedged items during the period for which the hedge is designated, and whether
the actual results of each hedge are within a range of 80% to 125%. For a cash flow hedge of a forecast transaction, the transaction should
be highly probable to occur and should present an exposure to variations in cash flows that could ultimately affect reported net income.

Derivatives are recognized initially at fair value; attributable transaction costs are recognized in profit or loss as incurred. Subsequent
to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described below.

The fair value of forward exchange contracts is based on their listed market price, if available. If a listed market price is not available,
then fair value is estimated by discounting the difference between the contractual forward price and the current forward price for the
residual maturity of the contract using a risk-free interest rate (based on government bonds).

The fair value of interest rate swaps is based on broker quotes. Those quotes are tested for reasonableness by discounting estimated
future cash flows based on the terms and maturity of each contract and using market interest rates for a similar instrument at the
measurement date.

50 CCL INDUSTRIES INC. 2012 Annual Report

Fair values reflect the credit risk of the instrument and include adjustments to take account of the credit risk of the Group entity and
counterparty when appropriate.

Cash flow hedges

When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular risk
associated with a recognized asset or liability or a highly probable forecast transaction that could affect profit or loss, the effective
portion of changes in the fair value of the derivative is recognized in other comprehensive income and presented in the hedging reserve
in equity. The amount recognized in other comprehensive income is removed and included in profit or loss in the same period that the
hedged cash flows affect profit or loss under the same line item in the statement of comprehensive income as the hedged item. Any
ineffective portion of changes in the fair value of the derivative is recognized immediately in the income statement.

If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated, exercised, or the designation is
revoked, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognized in other comprehensive
income and presented in unrealized gains or losses on cash flow hedges in equity remains there until the forecast transaction affects
profit or loss. When the hedged item is a non-financial asset, the amount recognized in other comprehensive income is transferred to the
carrying amount of the asset when the asset is recognized. If the forecast transaction is no longer expected to occur, then the balance in
other comprehensive income is recognized immediately in profit or loss. In other cases, the amount recognized in other comprehensive
income is transferred to the income statement in the same period that the hedged item affects profit or loss.

Fair value hedges

Fair value hedges are hedges of the fair value of recognized assets, liabilities or unrecognized firm commitments. Changes in the fair
value of derivatives that are designated as fair value hedges are recorded in the income statement together with any changes in the
fair value of the hedged item that are attributable to the hedged risk.

Separable embedded derivatives

Changes in the fair value of separable embedded derivatives are recognized immediately in the income statement.

(d) property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the
cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended
use, and the costs of dismantling and removing the items and restoring the site on which they are located. Purchased software that is
integral to the functionality of the related equipment is capitalized as part of that equipment.

The fair value of property, plant and equipment recognized as a result of a business combination is based on the amount for which a
property could be exchanged on the date of valuation between knowledgeable, willing parties in an arm’s length transaction.

Borrowing costs related to the acquisition, construction or production of qualifying assets is capitalized as part of the cost of the assets.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major
components) of property, plant and equipment.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal
with the carrying amount of property, plant and equipment and are recognized within selling, general and administrative expenses in
the income statement.

The cost of replacing a part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable
that the future economic benefits embodied within the part will flow to the Company, and its cost can be measured reliably. The carrying
amount of the replaced part is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in
profit or loss as incurred.

CCL INDUSTRIES INC. 2012 Annual Report

NO T E S T O T H E CO N S O L I D A T E D FI N A N C I A L ST A T E M E N T S

Years ended December 31, 2012 and 2011 (In thousands of Canadian dollars, except share and per share information)

(ii) Depreciation

Depreciation is calculated based on the cost of the asset, or other amount substituted for cost, less its residual value.

Depreciation is recognized in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property,
plant and equipment, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied
in the asset. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that
the Company will obtain ownership by the end of the lease term.

The estimated useful lives for the current and comparative periods are as follows:

• buildings

Up to 40 years

• machinery and equipment

Up to 15 years

• fixtures and fittings

• minor components

Up to 10 years

Up to 5 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

(e) Intangible assets

(i) goodwill

Goodwill arises on the acquisition of subsidiaries and is tested for impairment annually or more frequently if events or circumstances
indicate that the carrying amount may not be recoverable. For measurement of goodwill at initial recognition, see note 3(a)(i).

In respect of acquisitions prior to January 1, 2010, goodwill is included on the basis of its deemed cost, which represents the amount
recorded under previous Canadian generally accepted accounting principles (“GAAP”).

Subsequent measurement

Goodwill is measured at cost less accumulated impairment losses. In respect of equity accounted investments, the carrying amount of
goodwill is included in the carrying amount of the investment.

(ii) other intangible assets

Intangible assets consist primarily of the value of acquired customer contracts and relationships. Impairment losses for intangible assets
where the carrying value is not recoverable are measured based on fair value. Fair value is calculated by using discounted cash flows.

The fair value of customer relationships acquired in a business combination is determined using the multi-period excess earnings method,
whereby the subject asset is valued after deducting a fair return on all other assets that are part of creating the related cash flows.

Amortization is recognized in the income statement on a straight-line basis over the estimated useful lives of intangible assets, other than
goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative years are as follows:

• patents and trademarks

Up to 10 years

• software

• customer relationships

Up to 5 years

Up to 15 years

(f) Leased assets

Leases for which the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Upon initial
recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease
payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.

Assets under operating leases are not recognized in the Company’s statement of financial position.

(g) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the first-in, first-out principle
and includes expenditures incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing
them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate
share of production overheads based on normal operating capacity.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling.

52 CCL INDUSTRIES INC. 2012 Annual Report

The fair value of inventories acquired in a business combination is determined based on the estimated selling price in the ordinary
course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to
complete and sell the inventories.

Estimates regarding obsolete and slow-moving inventory are also computed.

(h) Impairment

(i) financial assets, including receivables

A financial asset not carried at fair value through the income statement is assessed at each reporting date to determine whether there
is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or
more events have occurred after the initial recognition of the asset that have a negative effect on the estimated future cash flows of
that asset that can be estimated reliably.

The Company considers evidence of impairment for loans and receivables and held-to-maturity investment securities at both a specific
asset and collective level. All individually significant loans and receivables and held-to-maturity investment securities are assessed
for specific impairment. All individually significant loans and receivables and held-to-maturity investment securities found not to be
specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified.

In assessing collective impairment, the Company uses historical trends of the probability of default, timing of recoveries and the amount
of loss incurred, adjusted for management’s judgment as to whether current economic and credit conditions are such that the actual
losses are likely to be greater or less than suggested by historical trends.

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying
amount, and the present value of the estimated future cash flows discounted at the original effective interest rate and reflected in an
allowance account against accounts receivable. Losses are recognized in the income statement. When a subsequent event causes the
amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

An impairment loss in respect of an available-for-sale financial asset is calculated by reference to its fair value and is recognized by
transferring the cumulative loss that has been recognized in other comprehensive income, and presented in unrealized gains or losses
on available-for-sale financial assets in equity, to profit or loss. The cumulative loss that is removed from other comprehensive income
and recognized in profit or loss is the difference between the acquisition cost, net of any principal repayment and amortization, and the
current fair value, less any impairment loss previously recognized in profit or loss.

An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized.
For financial assets measured at amortized cost and for available-for-sale financial assets that are debt securities, the reversal is
recognized in the income statement. For available-for-sale financial assets that are equity securities, the reversal is recognized directly
in other comprehensive income.

(ii) Non-financial assets

The carrying amounts of non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date
to determine whether there is any indication of impairment. If any such indication exists, the impairment would be recognized in the
income statement.

Impairments are recorded when the recoverable amount of assets is less than their carrying amount. The recoverable amount is the
higher of an asset’s or a cash-generating unit’s fair value less cost to sell or its value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually
are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of
the cash inflows of other assets or groups of assets. For the purposes of goodwill impairment testing, goodwill acquired in a business
combination is allocated to the CGU, or the group of CGU, that is expected to benefit from the synergies of the combination. This
allocation is subject to an operating segment ceiling test and reflects the lowest level at which that goodwill is monitored for internal
reporting purposes. An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable
amount. Impairment losses are recognized in profit or loss. Impairment losses, other than those relating to goodwill, are evaluated for
potential reversals when events or changes in circumstances warrant such consideration.

CCL INDUSTRIES INC. 2012 Annual Report

NO T E S T O T H E CO N S O L I D A T E D FI N A N C I A L ST A T E M E N T S

Years ended December 31, 2012 and 2011 (In thousands of Canadian dollars, except share and per share information)

The carrying values of all intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that
their carrying amounts may not be recoverable. Additionally, the carrying values of goodwill are tested annually for impairment.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognized in prior years are
assessed at each reporting date for any indications that the losses have decreased or no longer exist. An impairment loss is reversed
if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the
extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or
amortization, if no impairment loss had been recognized.

Goodwill that forms part of the carrying amount of an equity accounted investment is not recognized separately and therefore is not
tested for impairment separately. Instead, the entire amount of the equity accounted investment is tested for impairment as a single
asset when there is objective evidence that the equity accounted investment may be impaired.

(i) Employee benefits

(i) Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and
will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans
are recognized as an employee benefit expense in the income statement in the period that the service is rendered by the employee.

(ii) Defined benefit plans

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Company’s net obligation in
respect of defined benefit post-employment plans is calculated separately for each plan by estimating the amount of future benefit that
employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present
value using a discount rate comparable to high-quality corporate bonds. Any unrecognized past service costs and the fair value of any
plan assets are deducted. The calculation is performed annually by a qualified actuary using the projected unit credit method. When the
calculation results in a benefit to the Company, the recognized asset is limited to the total of any unrecognized past service costs and
the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the
plan. An economic benefit is available to the Company if it is realizable during the life of the plan, or on settlement of the plan liabilities.

When the benefits of a plan are improved, the portion of the increased benefit relating to past service by employees is recognized in
the income statement on a straight-line basis over the average period until the benefits become vested. To the extent that the benefits
vest immediately, the expense is recognized immediately in the income statement.

The Company recognizes all actuarial gains and losses arising from defined benefit plans directly in other comprehensive income
immediately and reports them in retained earnings.

(iii) Termination benefits

Termination benefits are recognized as an expense when the Company is demonstrably committed, without realistic possibility of
withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date or provide termination benefits
as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognized as an
expense if the Company has made an offer of voluntary redundancy, it is probable that the offer will be accepted and the number of
acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting period, then they are discounted
to their present value.

(iv) Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are recognized as the related service is provided.

(v) Share-based payment transactions

For equity-settled share-based plans, the grant date fair value of options granted to employees is recognized as an employee expense,
with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the options. The amount
recognized as an expense is adjusted to reflect the actual number of share options for which the related service and non-market vesting
conditions are expected to be met. The fair value of employee stock options is measured using the Black-Scholes model. Measurement
inputs include share price on measurement date, exercise price of the instrument, expected volatility, weighted average expected life
of the instrument, expected dividends, and the risk-free interest rate. Service and non-market performance conditions attached to the
transactions are not taken into account in determining fair value.

54 CCL INDUSTRIES INC. 2012 Annual Report

The fair value of the amount payable for deferred share units (“DSU”), which are settled in cash, is recognized as an expense with a
corresponding increase in liabilities when they are issued. The fair value of a DSU is measured using the average of the high and low
trading prices of the Class B shares for the five trading days immediately preceding the date of issue and is remeasured, using a similar
five-day average, at the financial statement date and at the settlement date. Any changes in the fair value of the liability are recognized
as personnel expense in the income statement. The value of DSU received in lieu of dividends is also recognized as a personnel cost
in the income statement.

(j) provisions

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated
reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by
discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and
the risks specific to the liability. The unwinding of the discount is recognized as finance cost.

(k) Revenue

Revenue from sale of goods is measured at the fair value of the consideration received or receivable, net of returns, trade discounts
and volume rebates. Revenue is recognized and related costs transferred to cost of sales when the significant risks and rewards of
ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of
goods can be estimated reliably, there is no continuing management involvement with the goods, and the amount of revenue can be
measured reliably. Generally, this would be at the time the goods are shipped. At that time, persuasive evidence of an arrangement
exists, the price to the customer is fixed and ultimate collection is reasonably assured. A provision for sales returns and allowances is
recognized when the underlying products are sold. The provision is based on an evaluation of product currently under quality assurance
review as well as historical sales returns experience.

(l) Lease payments

Payments made under operating leases are recognized in the income statement on a straight-line basis over the term of the lease.
Lease incentives received are recognized as an integral part of the total lease expense, over the term of the lease.

Minimum lease payments made under finance leases are apportioned between the finance cost and the reduction of the outstanding
liability. The finance cost is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the
remaining balance of the liability.

(m) finance income and costs

Finance income comprises interest income on invested funds including available-for-sale financial assets, gains on the disposal of
available-for-sale financial assets, changes in the fair value of financial assets at fair value through profit or loss, and gains on hedging
instruments that are recognized in the income statement. Interest income is recognized as it accrues in the income statement, using
the effective interest method.

Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions, changes in the fair value of financial
assets at fair value through profit or loss, impairment losses recognized on financial assets, and losses on hedging instruments that are
recognized in the income statement. All borrowing costs are recognized in the income statement using the effective interest method,
except for those amounts capitalized as part of the cost of qualifying property, plant and equipment.

(n) Taxation

Income tax expense comprises current and deferred tax. Income tax expense is recognized in the income statement except to the extent
that it relates to items recognized either in other comprehensive income or directly in equity. In this case, the tax is also recognized in
other comprehensive income or directly in equity, respectively.

(i) Current tax

Current tax expense is based on the results for the period as adjusted for items that are not taxable or not deductible. Current tax is
calculated using tax rates and laws that were enacted or substantively enacted at the end of the reporting period and includes any
adjustments to taxes payable in respect of previous years. Management periodically evaluates positions taken in tax returns with
respect to situations in which applicable tax regulation is subject to interpretation. Provisions are established where appropriate on
the basis of amounts expected to be paid to the tax authorities.

CCL INDUSTRIES INC. 2012 Annual Report

NO T E S T O T H E CO N S O L I D A T E D FI N A N C I A L ST A T E M E N T S

Years ended December 31, 2012 and 2011 (In thousands of Canadian dollars, except share and per share information)

(ii) Deferred tax

Deferred tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the consolidated statement of financial position. Deferred tax is calculated using tax rates and laws
that have been enacted or substantively enacted at the end of the reporting period and which are expected to apply when the related
deferred tax asset is realized or the deferred tax liability is settled.

(iii) Deferred tax liabilities

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax liabilities are recognized for taxable
temporary differences arising on investments in subsidiaries and associates except where the reversal of the temporary difference can
be controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future.

(iv) Deferred tax assets

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is
probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill or in respect of temporary
differences that arise on initial recognition of assets and liabilities acquired other than in a business combination and that affects
neither accounting nor taxable profit or loss.

(o) Share capital

All shares are recorded as equity. When share capital is repurchased, the amount of the consideration paid, which includes directly
attributable costs, net of any tax effect, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares
and are presented as a deduction from total equity. When repurchased shares are sold or reissued subsequently, the amount received
is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is transferred to retained earnings.

(p) Earnings per share

The Company presents basic and diluted earnings per share (“EPS”) data for its Class B shares. Basic EPS is calculated by dividing the
profit or loss attributable to shareholders of the Company by the weighted average number of shares outstanding during the period.
Diluted EPS is determined by adjusting the profit or loss attributable to shareholders and the weighted average number of shares
outstanding for the effects of all potentially dilutive shares, which primarily comprise share options granted to employees.

(q) Segment reporting

A segment is a distinguishable component of the Company that is engaged either in providing related products (business segment)
or in providing products within a particular economic environment (geographical segment), which is subject to risks and returns that
are different from those of other segments. Segment information is presented in respect of the Company’s business and geographical
segments. The Company’s primary format for segment reporting is based on business segments. The business segments are determined
based on the Company’s management and internal reporting structure.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on
a reasonable basis. Unallocated items comprise mainly other investments and related revenue, loans and borrowings and related
expenses, corporate assets (primarily the Company’s headquarters) and head office expenses.

Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment and intangible assets,
other than goodwill.

(r) New standards and interpretations not yet effective

IFRS 9, Financial Instruments (“IFRS 9”), was issued by the IASB in October 2010 and will replace IAS 39, Financial Instruments:
Recognition and Measurement (“IAS 39”). IFRS 9 uses a single approach to determine whether a financial asset is measured at
amortized cost or fair value. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its
business model and the contractual cash flow characteristics of the financial assets. The new standard also requires a single impairment
method to be used, replacing the multiple impairment methods in IAS 39. Most of the requirements in IAS 39 for classification and
measurement of financial liabilities were carried forward unchanged to IFRS 9. Mandatory Effective Date of IFRS 9 and Transition
Disclosures, issued in December 2011, deferred the effective date to periods beginning on or after January 1, 2015, with earlier

56 CCL INDUSTRIES INC. 2012 Annual Report

adoption permitted. This standard has not been applied in preparing these consolidated financial statements. The Company is currently
evaluating the impact of IFRS 9 on its consolidated financial statements.

IFRS 10, Consolidated Financial Statements (“IFRS 10”), was issued by the IASB in May 2011 and will replace SIC-12, Consolidation –
Special Purpose Entities and IAS 27, Consolidated and Separate Financial Statements. IFRS 10 establishes principles for the
presentation and preparation of consolidated financial statements when an entity controls one or more entities. IFRS 10 is effective
for periods beginning on or after January 1, 2013, and has not been applied in preparing these consolidated financial statements.
The Company is currently evaluating the impact of IFRS 10 on its consolidated financial statements.

IFRS 11, Joint Arrangements (“IFRS 11”), was issued by the IASB in May 2011, and will replace guidance in IAS 31, Interests in Joint
Ventures. IFRS 11 provides focus on the rights and obligations of the joint arrangement, rather than its legal form in the current
standard. IFRS 11 also addresses inconsistencies in the reporting of joint arrangements by requiring a single method to account for
interest in jointly controlled entities. IFRS 11 is effective for periods beginning on or after January 1, 2013, and has not been applied
in preparing these consolidated financial statements. The Company is currently evaluating the impact of IFRS 11 on its consolidated
financial statements.

IFRS 13, Fair Value Measurement (“IFRS 13”), was issued by the IASB in May 2011 and replaces the fair value guidance that is currently
contained within individual IFRS with a single source of fair value measurement guidance. IFRS 13 is effective for periods beginning
on or after January 1, 2013, and has not been applied in preparing these consolidated financial statements. The Company is currently
evaluating the impact of IFRS 13 on its consolidated financial statements.

IAS 1, Presentation of Financial Statements (“IAS 1”), was amended by the IASB in June 2011. This amendment retains the “one or two
statement” approach to presenting the statements of income and comprehensive income at the option of the entity and only revises
the way other comprehensive income is presented. This revised standard is effective for periods beginning on or after July 1, 2012,
and has not been applied in preparing these consolidated financial statements. The Company is currently evaluating the impact of the
amended IAS 1 on its financial statements.

IAS 19, Employee Benefits (“IAS 19”), was amended by the IASB in June 2011. This amendment eliminates the use of the “corridor”
approach and requires that all remeasurement impacts be recognized in other comprehensive income. It also enhances the disclosure
requirements by providing more information regarding the characteristics of defined benefit plans and the risk that entities are exposed
to through participation in those plans. This revised standard is effective for periods beginning on or after January 1, 2013, and has
not been applied in preparing these consolidated financial statements. The Company is currently evaluating the impact of the revised
IAS 19 on its consolidated financial statements.

4 . SEg mE N T R Ep oR T I Ng

business segments

The Company has three reportable segments, as described below, which are the Company’s main business units. The business units
offer different products and services and are managed separately as they require different technology and marketing strategies. For
each of the business units, the Company’s chief executive officer and the chief operating decision maker review internal management
reports regularly.

The Company’s reportable segments are:

• Label – Includes the production of innovative label solutions for consumer product marketing companies in the personal and
beauty care, food and beverage, battery, household, chemical and promotional segments of the industry, and it also supplies major
pharmaceutical, healthcare, durable goods and industrial chemical companies. Label’s product lines include pressure sensitive,
shrink sleeve, stretch sleeve, in-mould and expanded content labels and pharmaceutical instructional leaflets.

• Container – Includes the manufacturing of specialty containers for the consumer products industry in North America, including
Mexico. The key product line is recyclable aluminum aerosol cans and bottles for the personal care, home care and cosmetic
industries, plus shaped aluminum bottles for the beverage market.

• Tube – Includes the manufacturing of highly decorated extruded tubes for the personal care and cosmetics industry in North America.

CCL INDUSTRIES INC. 2012 Annual Report

NO T E S T O T H E CO N S O L I D A T E D FI N A N C I A L ST A T E M E N T S

Years ended December 31, 2012 and 2011 (In thousands of Canadian dollars, except share and per share information)

Label
Container
Tube

Corporate expenses
Restructuring and other items
Earnings in equity accounted investments
Finance cost
Finance income
Income tax expense

Net earnings

2012

$ 1,044,316
181,680
82,555

Sales

2011

Operating Income

2012

2011

$ 1,012,304
175,660
80,513

$ 152,828
12,118
13,472

$ 142,523
9,159
12,012

$ 1,308,551

$ 1,268,477

$ 178,418

$ 163,694

(26,363)
—
2,165
(21,958)
1,039
(35,811)

(24,765)
(797)

1,224
(22,827)
1,443
(33,846)

97,490

84,126

Total Assets

Total Liabilities

Depreciation
and Amortization

Capital Expenditures

2012

2011

2012

2011

2012

2011

2012

2011

Label
Container
Tube
Equity accounted
investments

Corporate

Total

geographical segments

$ 1,174,850 $ 1,150,706 $ 287,436 $ 277,622 $ 80,326 $ 77,710 $ 87,509 $ 74,864
3,146
3,269

34,708 13,686
7,707
14,626

104,502
74,827

115,450
94,120

39,437
2,664

14,199
7,426

4,168
1,878

42,878
257,026

38,463

214,742

—
—
437,359 469,645

—
845

—
842

—
—

—
168

$ 1,654,083 $ 1,613,481 $ 766,896 $ 796,601 $ 102,564 $ 100,177 $ 93,555 $ 81,447

The Label, Container and Tube segments are managed on a worldwide basis but operate in the following geographical areas:

• Canada,

• United States and Puerto Rico,

• Mexico and Brazil,

• Europe,

• Asia, Australia and Africa.

Canada
United States and Puerto Rico
Mexico and Brazil
Europe
Asia, Australia and Africa

Consolidated

2012

$ 123,768
482,821
144,561
421,555
135,846

Sales

2011

$ 108,138
460,428
150,417
435,749
113,745

Property, Plant and
Equipment and Goodwill

2012

98,797
298,348
147,678
368,503
119,881

2011

$ 111,228
307,985
135,725
379,519
109,430

$ 1,308,551

$ 1,268,477

$ 1,033,207

$ 1,043,887

The geographical segment is determined by the location of the Company’s country of operation.

Transactions with two significant customers in 2012 accounted for approximately $158.0 million and $156.4 million (2011 –
$155.2 million and $158.0 million, respectively) of the Company’s total sales.

58 CCL INDUSTRIES INC. 2012 Annual Report

5 . a C Q U I S I T IoN S o f S UbS I D IaR I E S

In July 2012, the Company acquired the Pharmaceutical Division of Graphitype Printing Services, a privately owned printing company
located near Sydney, Australia. The acquired business produces label and patient instructional leaflets for leading pharmaceutical
customers in Australia and operates under the name of CCL Label. The acquisition will strengthen CCL’s position in Australia with
sites now located in both the pharmaceutical manufacturing centers of Melbourne and Sydney. The purchase price was approximately
$6.9 million. Total goodwill amounted to $3.9 million and is not deductible for tax purposes.

In August 2012, the Company acquired the remaining 2% of shares in a Mexican subsidiary that it did not already own for $1.0 million.
The $0.6 million excess of the book value over the purchase consideration was recorded in contributed surplus.

In April 2011, the Company acquired 100% of the shares of Thunder Press Inc., a privately owned label company located near Chicago,
U.S.A., that operated under the trade name Sertech. The acquired business produces patient instructional leaflets, commonly known
as inserts and outserts for leading pharmaceutical customers in the United States. The acquisition increases CCL’s exposure to the
healthcare sector and brings the Company closer to its customers in the mid-west region of the United States. The purchase price was
$7.8 million, net of cash acquired of $0.8 million and inclusive of a promissory note of $1.0 million. During the fourth quarter of 2011,
CCL accrued an additional $1.0 million, payable to the seller as consideration for the filing of a joint election to structure the transaction
as an asset sale for tax purposes. The total amount of goodwill and intangibles of $6.1 million is deductible for tax purposes.

6 . C aS H aN D CaS H E Q U I VaL E N T S

Bank balances
Short-term investments

Cash and cash equivalents

7 . TRaD E aN D oT H E R R E C E I Va bL E S

Trade receivables
Other receivables

Trade and other receivables

8 . IN V E N ToR I E S

Raw material
Work in progress
Finished goods

Total inventories

Dec 31, 2012

Dec 31, 2011

$ 111,388
77,584

67,560
73,138

$ 188,972

$ 140,698

Dec 31, 2012

Dec 31, 2011

$ 179,171
12,367

$ 178,531
13,472

$ 191,538

$ 192,003

Dec 31, 2012

Dec 31, 2011

38,204
8,042
43,948

36,975
8,152
41,805

90,194

86,932

The total amount of inventories recognized as an expense in 2012 was $996.1 million (2011 – $975.0 million), including depreciation
of $96.2 million (2011 – $93.5 million). During 2012 and 2011, there were no inventory write-downs or reversal of write-downs.

9 . EQ U I T Y aC CoU N T E D I N V E S TmE N T S

In April 2012, the Company announced the creation of a new wine label joint venture, Acrus-CCL, in Chile. CCL holds a 50% equity
interest in the newly established Santiago venture dedicated to the wine industry. CCL’s equity investment totalled $4.0 million in 2012
and was matched by its joint venture partner.

In September 2011, the Company completed the purchase of a 50% interest in Pacman-CCL from Albwardy Investment (“Albwardy”).
The acquisition represents an expansion into new territories for the Company. Pacman-CCL is based in Dubai, United Arab Emirates, with
additional operations in Cairo, Egypt; Muscat, Oman; and Jeddah, Saudi Arabia. Albwardy retains the remaining 50% economic interest
in Pacman-CCL and, along with the Company, jointly controls Pacman-CCL. The Company is accounting for Pacman-CCL using the equity
method. The total purchase price of US$18.5 million, less a US$2.0 million deposit paid in the second quarter of 2011, was settled on
closing. Goodwill and intangibles arising on the transaction amount to $10.0 million.

CCL INDUSTRIES INC. 2012 Annual Report

NO T E S T O T H E CO N S O L I D A T E D FI N A N C I A L ST A T E M E N T S

Years ended December 31, 2012 and 2011 (In thousands of Canadian dollars, except share and per share information)

In 2007, the Company, along with a Russian partner, invested in a pressure sensitive label business, CCL-Kontur that services the
territories of Russia and the Commonwealth of Independent States. CCL owns 50% of CCL-Kontur with the Russian partner having
operating control of the business and, consequently, the investment is being accounted for using the equity method.

Summary financial information for equity accounted investments, not adjusted for the percentage ownership held by the Company is
as follows:

December 31, 2012
Pacman-CCL

CCL-Kontur

Acrus-CCL

December 31, 2011
Pacman-CCL

CCL-Kontur

Acrus-CCL

Current
Assets

17,727

7,768

4,089

14,063

8,201

—

Non-
Current
Assets

10,103

14,501

12,586

7,984

7,747

—

Current
Liabilities

5,593

4,833

9,724

4,765

4,207

—

Non-
Current
Liabilities

934

1,949

1,421

838

—

1 0 . p Ro pE R T Y, pLaN T aN D E Q U Ip mE N T

Cost
Balance at January 1, 2011
Acquisitions through business combinations
Other additions
Disposals
Effect of movements in exchange rates

Land and
Buildings

Machinery
and
Equipment

$ 246,101
—
13,437
(17)
(971)

$ 900,932
3,133
66,621
(13,812)
(23,518)

Total
Sales

30,894

27,868

2,855

8,447

30,837

—

Fixtures,
Fittings
and Other

17,996
174
1,389
(54)
(1,924)

Earnings
(Loss)

5,344

1,390

(2,404)

1,758

690

—

Total

$ 1,165,029
3,307
81,447
(13,883)
(26,413)

Balance at December 31, 2011

258,550

933,356

17,581

1,209,487

Acquisitions through business combinations
Other additions
Disposals
Effect of movements in exchange rates

—
5,227
(8)
(2,868)

1,815
87,360
(5,622)
(10,865)

—
968
(101)
(1,534)

1,815
93,555
(5,731)
(15,267)

Balance at December 31, 2012

$ 260,901

$ 1,006,044

16,914

$ 1,283,859

accumulated depreciation and impairment losses
Balance at January 1, 2011
Depreciation for the year
Disposals
Effect of movements in exchange rates

Balance at December 31, 2011

Depreciation for the year
Disposals
Effect of movements in exchange rates

Balance at December 31, 2012

Carrying amounts
At December 31, 2011
At December 31, 2012

60 CCL INDUSTRIES INC. 2012 Annual Report

61,288
9,875
(2)
(899)

70,262

10,112
(2)
(1,604)

$ 388,105
82,055
(12,806)
(17,477)

439,877

84,876
(4,430)
(6,492)

11,233
1,876
(50)
(1,810)

11,249

1,575
(96)
(1,325)

$ 460,626
93,806
(12,858)
(20,186)

521,388

96,563
(4,528)
(9,421)

78,768

$ 513,831

11,403

$ 604,002

$ 188,288
$ 182,133

$ 493,479
$ 492,213

$
$

6,332
5,511

$ 688,099
$ 679,857

1 1 . IN TaNgIbL E aS S E T S

Cost
Balance at January 1, 2011
Additions
Disposals
Effect of movements in exchange rates

Balance at December 31, 2011

Additions
Effect of movements in exchange rates

Customer
Relationships

Patents and
Trademarks

Software

Total

Goodwill

64,508
2,600
—
1,571

68,679

2,137
(1,824)

6,925
244
(191)
(17)

6,961

101
42

14,208
338
(196)
643

14,993

60
(4,825)

85,641
3,182
(387)
2,197

90,633

2,298
(6,607)

$ 350,527
3,548
—
1,713

355,788

3,884
(6,322)

Balance at December 31, 2012

$ 68,992

7,104

10,228

86,324

$ 353,350

amortization and impairment losses
Balance at January 1, 2011
Amortization for the year
Disposals
Effect of movements in exchange rates

Balance at December 31, 2011

Amortization for the year
Effect of movements in exchange rates

28,491
5,792
—
1,591

35,874

5,838
(470)

5,791
136
(77)
(56)

5,794

113
(632)

13,306
443
(193)
556

14,112

50
(3,975)

$ 47,588
6,371
(270)
2,091

55,780

6,001
(5,077)

Balance at December 31, 2012

41,242

5,275

10,187

56,704

—
—
—
—

—

—
—

—

Carrying amounts
At December 31, 2011
At December 31, 2012

1 2 . go oD W I L L

$
$

32,805
27,750

$
$

1,167
1,829

$
$

881
41

$
$

34,853
29,620

$ 355,788
$ 353,350

Impairment testing for cash-generating units containing goodwill

For the purpose of impairment testing, goodwill is allocated to the Company’s operating segments, which represent the lowest level
within the Company at which the goodwill is monitored for internal management purposes.

The aggregate carrying amounts of goodwill allocated to each unit are as follows:

Label
Container

Dec 31, 2012

Dec 31, 2011

$ 340,615
12,735

$ 343,050
12,738

$ 353,350

355,788

Impairment testing for Label and Container segments was done by a comparison of the unit’s carrying amount to its estimated value-
in-use, determined by discounting future cash flows from the continuing use of the unit. Key assumptions used in the determination of
the value-in-use include growth rates of 2.5%–4.2% for Container and Label and a discount rate ranging from 9.0%–10.5%. Discount
rates reflect current market assumptions and risks related to the segments and are based upon the weighted average cost of capital for
the segment. The Company’s historical growth rates are used as a basis in determining the growth rate applied for impairment testing.

The estimated value-in-use of all units exceeded their carrying values. As a result, no goodwill impairment was recorded.

CCL INDUSTRIES INC. 2012 Annual Report

NO T E S T O T H E CO N S O L I D A T E D FI N A N C I A L ST A T E M E N T S

Years ended December 31, 2012 and 2011 (In thousands of Canadian dollars, except share and per share information)

1 3 . o T H E R aS S E T S

Long-term investments
Other

Dec 31, 2012

Dec 31, 2011

13,300
3,483

12,522
3,044

16,783

15,566

Long-term investments primarily consist of government and corporate bonds held by a wholly owned captive insurance company. This
subsidiary acts as a reinsurer of property, casualty and marine risk of affiliated companies. Included in other are long-term receivables.

1 4 . TRaD E aN D oT H E R p aYa bL E S

Trade payables
Other payables

1 5 . DEfE R R E D Ta x

(a) Unrecognized deferred tax assets

Deferred tax assets have not been recognized in respect of the following items:

Deductible temporary differences
Tax losses
Income tax credits

Dec 31, 2012

Dec 31, 2011

$ 130,371
95,877

$ 133,180
100,783

$ 226,248

$ 233,963

Dec 31, 2012

Dec 31, 2011

455
25,004
1,830

1,547
22,542
2,668

27,289

26,757

The unrecognized deferred tax assets on tax losses of $2,550 will expire between 2013 and 2025, $11,790 will expire beyond 2025 and
$10,664 may be carried forward indefinitely. The deductible temporary differences do not expire under current tax legislation. Deferred tax
assets have not been recognized in respect of these items because it is not probable that future taxable income will be available against
which the Company can utilize the benefits therefrom. Income tax credits of $500 expire in 2013 and $1,330 expire between 2013 and 2017.

In 2011, $154 of previously unrecognized tax losses were recognized as management considered it probable that future taxable income
will be available against which they can be utilized. An additional $1,388 of previously unrecognized tax losses were recognized in 2012,
following a further change in the estimates of future taxable income.

(b) Recognized deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

Dec 31, 2012

Dec 31, 2011

Dec 31, 2012

Dec 31, 2011

Dec 31, 2012

Dec 31, 2011

Assets

Liabilities

Net (Assets)/Liabilities

Property, plant and
equipment
Intangible assets
Derivatives
Inventory reserves
Employee benefit plans
Share-based payments
Provisions
Other items
Tax loss carry-forwards

2,037
872
449
1,797
24,111
3,309
7,253
—
14,858

—
1,343
—
1,518
25,363
3,044
7,067
—
15,817

55,006
46,888
7,868
—
—
—
—
845
—

56,592
47,349
7,159
—
—
—
—
7,727
—

52,969
46,016
7,419
(1,797)
(24,111)
(3,309)
(7,253)
845
(14,858)

54,686 $

54,152

$ 110,607 $

118,827

55,921 $

56,592
46,006
7,159
(1,518)
(25,363)
(3,044)
(7,067)
7,727
(15,817)

64,675

62 CCL INDUSTRIES INC. 2012 Annual Report

Balance
Dec 31, 2011
Liability/(Asset)

Recognized
in Income
Statement

Acquisitions

Translation
and Others

Recognized
in Other
Comprehensive
Income

balance
Dec 31, 2012
Liability/(asset)

Property, plant and
equipment
Intangible assets
Derivatives
Inventory reserves
Employee benefit plans
Share-based payments
Provisions
Other items
Tax loss carry-forwards

56,592
46,006
7,159
(1,518)
(25,363)
(3,044)
(7,067)
7,727
(15,817)

(2,964)
(32)
(507)
(300)
1,480
(289)
(265)
(1,236)
940

—
614
—
—
—
—
—
—
—

(659)
(572)
—
21
435
24
79
(5,646)
19

64,675

(3,173)

614

(6,299)

—
—
767
—
(663)
—
—
—
—

104

52,969
46,016
7,419
(1,797)
(24,111)
(3,309)
(7,253)
845
(14,858)

$ 55,921

Balance
Jan 1, 2010
Liability/(Asset)

Recognized
in Income
Statement

Acquisitions

Translation
and Others

Property, plant and
equipment
Intangible assets
Derivatives
Inventory reserves
Employee benefit plans
Share-based payments
Provisions
Other items
Tax loss carry-forwards

54,328
44,332
11,161
(1,339)
(22,627)
(1,959)
(7,557)
7,599
(19,818)

1,508
1,020
(1,905)
(157)
(1,894)
(1,068)
588
85
4,014

64,120

2,191

—

—
—
—
—
—
—
—
—

756
654
—
(22)
(224)
(17)
(98)
43
(13)

—

1,079

Recognized
in Other
Comprehensive
Income

Balance
Dec 31, 2011
Liability/(Asset)

—

—
—
(2,097)
—
(618)
—
—
—

56,592
46,006
7,159
(1,518)
(25,363)
(3,044)
(7,067)
7,727
(15,817)

(2,715)

64,675

The aggregate amount of temporary differences associated with investments in subsidiaries and joint ventures for which deferred tax
liabilities have not been recognized as at December 31, 2012, is $425 million (2011 – $350 million).

The aggregate amount of temporary differences associated with investments in subsidiaries and joint ventures for which deferred tax
assets have not been recognized as at December 31, 2012, is $33 million (2011 – $22 million).

1 6 . SHaR E Ca pI TaL

Shares issued:

Shares (000s)

Balance, January 1, 2011
Stock options exercised

Balance, December 31, 2011
Stock options exercised
Conversion of Class A to Class B shares

2,374
—

2,374
—
(5)

Class A

Amount

4,517
—

4,517
—
(10)

Shares (000s)

30,912
403

31,315
131
5

Class B

Amount

Total

$ 213,691
9,749

$ 218,208
9,749

223,440
3,673
10

227,957
3,673
—

Balance, December 31, 2012

2,369

4,507

31,451

$ 227,123

$ 231,630

At December 31, 2012, the authorized share capital comprised an unlimited number of Class A voting shares and an unlimited number
of Class B non-voting shares. The Class A and Class B shares have no par value. All issued shares are fully paid. Both Class A and
Class B shares are classified as equity.

CCL INDUSTRIES INC. 2012 Annual Report

NO T E S T O T H E CO N S O L I D A T E D FI N A N C I A L ST A T E M E N T S

Years ended December 31, 2012 and 2011 (In thousands of Canadian dollars, except share and per share information)

(i) Class a

The holders of Class A shares receive dividends set at $0.05 per share per annum less than Class B shares, are entitled to one vote
per share at meetings of the Company and their shares are convertible at any time into Class B shares.

(ii) Class b

Class B shares rank equally in all material respects with Class A shares, except as follows:

(a) The holders of Class B shares are entitled to receive material and attend, but not to vote at, regular shareholder meetings.

(b) Holders of Class B shares are entitled to voting privileges when consideration for the Class A shares, under a takeover bid when

voting control has been acquired, exceeds 115% of the market price of the Class B shares.

(c) Holders of Class B shares are entitled to receive, or have set aside for payment, dividends declared by the Board of Directors from

time to time, set at $0.05 per share per annum greater than Class A shares.

Dividends

The annual dividends per share were as follows:

Class A share
Class B share

Shares held in trust

2012

0.73
0.78

$
$

2011

0.65
0.70

$
$

During 2010, the Company granted awards totalling 251,820 Class B shares of the Company. Shares to be used to satisfy this obligation
had been purchased in prior years in the open market and are restricted in nature. These awards were dependent on the Company’s
performance and continuing employment and 132,127 shares were distributed to employees during 2012. The fair value of these stock
awards were amortized over the vesting period and recognized as compensation expense as they were earned.

1 7 . E aR N I NgS pE R S HaR E

basic earnings per share

The calculation of basic earnings per share for the year ended December 31, 2012, was based on profit attributable to Class A shares
of $6.8 million (2011 – $5.9 million) and Class B shares of $90.7 million (2011 – $78.2 million) and a weighted average number of
Class A shares outstanding of 2,373,817 (2011 – 2,374,025) and Class B shares outstanding of 31,109,722 (2011 – 30,736,519).

Weighted average number of shares

Issued and outstanding shares at January 1
Effect of stock options exercised
Effect of repayment of share purchase loans
Conversion of Class A to Class B shares
Effect of shares held in trust

Class a
Shares

2012

Class b
Shares

2,374,025
—
—
(208)
—

31,019,221
64,224
23,958
208
2,111

Class A
Shares

2,374,025
—
—
—
—

2011

Class B
Shares

30,621,521
113,785
—
—
1,213

Weighted average number of shares at December 31

2,373,817

31,109,722

2,374,025

30,736,519

Diluted earnings per share

The calculation of diluted earnings per share for the year ended December 31, 2012, was based on profit attributable to Class A shares
of $6.7 million (2011 – $5.8 million) and Class B shares of $90.8 million (2011 – $78.3 million) and a weighted average number of
Class A shares outstanding of 2,373,817 (2011 – 2,374,025) and Class B shares outstanding of 31,722,762 (2011 – 31,284,006).

64 CCL INDUSTRIES INC. 2012 Annual Report

Weighted average number of shares (diluted)

Weighted average number of shares (basic)
Effect of share loans
Effect of deferred share units on issue
Effect of reciprocal shareholdings
Effect of share options on issue

Weighted average number of shares (diluted)

Dec 31, 2012

Dec 31, 2011

33,483,539
—
86,027
263,783
263,230

33,110,544
17,607
69,201
262,795
197,884

34,096,579

33,658,031

The average market value of the Company’s shares for purposes of calculating the dilutive effect of share options was based on quoted
market prices for the year that the options were outstanding.

1 8 . L o aN S aN D b oR RoW I NgS

This note provides information about the contractual terms of the Company’s interest-bearing loans and borrowings, which are measured
at amortized cost. For more information about the Company’s exposure to interest rate, foreign currency and liquidity risk, see note 24.

Current liabilities
Current portion of unsecured senior notes
Current portion of finance lease liabilities
Current portion of other loans

Short-term operating credit lines available

Short-term operating credit lines used

Non-current liabilities
Unsecured senior notes
Finance lease liabilities
Other loans

Dec 31, 2012

Dec 31, 2011

79,565
480
4,656

84,701

17,792

—

9,512
413
9,825

19,750

31,277

—

$ 237,175
1,445
5,712

$ 323,603
1,796
8,819

$ 244,332

$ 334,218

Interest rates charged on the credit lines are based on rates varying with London Interbank Offered Rate (“LIBOR”), the prime rate and
similar market rates for other currencies.

In July 2012, CCL signed an amended bilateral four-year revolving debt agreement, which replaced an agreement expiring in January
2013. Under the new agreement, CCL expanded the unsecured credit commitment from $95.0 million to $200.0 million, improved the
terms and conditions with a more flexible structure and extended the expiration date to July 2016.

There were no borrowings under the $200.0 million unsecured revolving line of credit as at December 31, 2012, and no borrowings
under its predecessor, the $95.0 million unsecured revolving line of credit, as at December 31, 2011. However, each was utilized to
support letters of credit. The unused portion of the current $200 million revolving line of credit was $196.1 million at December 31,
2012 (December 31, 2011 – $91.4 million).

Other loans include term bank loans and industrial revenue bonds at various rates and repayment terms.

In March 2011, the Company made a scheduled debt repayment of US$60.0 million. The US dollar amount had been converted into
euro-based debt using two cross-currency interest rate swap agreements (“CCIRSAs”). The two CCIRSAs matured the same day as the
US$60.0 million debt.

CCL INDUSTRIES INC. 2012 Annual Report

NO T E S T O T H E CO N S O L I D A T E D FI N A N C I A L ST A T E M E N T S

Years ended December 31, 2012 and 2011 (In thousands of Canadian dollars, except share and per share information)

In each of September 2011 and September 2012, the Company made a scheduled debt repayment of US$9.4 million. Half of both the
US dollar amounts had been converted into euro-based debt using CCIRSAs. The CCIRSAs matured the same day as the US$9.4 million
payments.

As at December 31, 2012, the carrying amount of financial and non-financial assets pledged as collateral, against $3.2 million of long-
term debt, amounted to $23.8 million.

1 9 . f I NaN C E I N Co mE aN D CoS T

Recognized in income statement

Interest expense on financial liabilities measured at amortized cost
Interest recognized on other financial instruments

Finance cost

Interest income on cash and cash equivalents
Interest income on loans and receivables and other financial instruments

Finance income

Net finance cost recognized in income statement

The above financial income and expense includes the following in respect of assets
(liabilities) not at fair value through profit or loss:
Total interest income on financial assets

Total interest expense on financial liabilities

2012

21,463
495

21,958

904
135

1,039

2011

22,914
(87)

22,827

1,370
73

1,443

20,919

21,384

1,039

21,958

1,443

22,827

2 0 . E m pLoY E E bE N EfI T S

The Company maintains a registered funded defined benefit pension plan in Canada for designated executives and a registered funded
defined benefit pension plan in the U.K. that is closed to new members. It also maintains non-registered, unfunded supplemental
retirement arrangements for designated Canadian executives and three retired U.S. executives, and a post-employment deferred
compensation plan for designated executives in the U.S. In Germany and Austria, it has unfunded defined benefit plans. In France,
Italy, Mexico and Thailand, the Company accrues for unfunded legislated retirement benefits. The Company has defined contribution
post-employment plans in Canada, the U.S., Australia, Austria, Brazil, Denmark, the Netherlands, Thailand, the U.K. and Vietnam. The
Company also has long-term incentive plans with cash and share-based payments, long-service leave plans and jubilee plans in various
countries around the world.

The expense for the defined contribution post-employment plans was $10.9 million in 2012 (2011 – $8.5 million), of which $0.1 million
(2011 – $0.1 million) was for key management personnel.

In 2011, the Company offered enhanced transfer values to certain members of the U.K. defined benefit pension plan. Assets and the
associated accrued benefit obligation for the members accepting the offer were transferred out of the plan in early 2012. The total payout
in 2012 was $1.4 million (GBP0.9 million).

The most recent actuarial valuation of the U.K. defined benefit pension plan for funding purposes was as of January 1, 2011. The next
required actuarial valuation will be as of January 1, 2014.

The most recent actuarial valuation for funding purposes for the executive defined benefit pension plan in Canada was as of January 1,
2012. The next required actuarial valuation will be as of January 1, 2015.

The Company has chosen to recognize all defined benefit post-employment plan actuarial gains or losses in other comprehensive
income immediately.

66 CCL INDUSTRIES INC. 2012 Annual Report

Present value of unfunded defined benefit obligations
Present value of wholly or partly funded defined benefit obligations

Total present value of obligations
Fair value of plan assets

Recognized liability for defined benefit obligations
Liability for long-service leave and jubilee plans
Liability for long-term incentive plan
Cash-settled share-based payment liability

Total employee benefits
Total employee benefits reported in other payables

Dec 31, 2012

Dec 31, 2011

65,026
34,073

99,099
(21,748)

77,351
1,782
—
4,051

83,184
2,102

59,319
33,154

92,473
(20,703)

71,770
1,677
5,559
2,417

81,423
3,617

Total employee benefits reported in non-current liabilities

81,082

77,806

Information for December 31 regarding the defined benefit post-employment plans, including the defined benefit pension plans,
supplemental retirement plans and other post-employment defined benefit plans discussed above is as follows:

2012

Accrued benefit obligation:
Balance, beginning of year
Current service cost

Interest cost

Employee contributions
Benefits paid
Actuarial (gain)/loss
Settlement loss
Effect of movements in exchange rates

Canada/U.S.

U.K.

Germany

Other

Total

—

54,610
586
2,207
1,576
(1,430)
1,840

(692)

25,562
—
1,169
—
(1,527)
(11)
(233)
601

7,055
212
316
—
(281)
1,377
—
(6)

5,246
417
250
—
(277)
469
—
63

92,473
1,215
3,942
1,576
(3,515)
3,675
(233)
(34)

Balance, end of year

58,697

25,561

8,673

6,168

99,099

Plan assets:
Fair value, beginning of year
Expected return on plan assets
Actuarial gains
Employee contributions
Employer contributions
Benefits paid
Settlements
Effect of movements in exchange rates

Fair value, end of year

Funded status, net deficit of plans

Accrued benefit liability

4,281 $
275
—
—
1,336
(1,430)
—
—

4,462

(54,235)

16,422
931
27
—
1,307
(1,527)
(277)
403

17,286

(8,275)

—

—
—
—
106
175
(281)
—

—

(8,673)

—

—
—
—
—
277
(277)
—

—

(6,168)

20,703
1,206
27
106
3,095
(3,515)
(277)
403

21,748

(77,351)

CCL INDUSTRIES INC. 2012 Annual Report

NO T E S T O T H E CO N S O L I D A T E D FI N A N C I A L ST A T E M E N T S

Years ended December 31, 2012 and 2011 (In thousands of Canadian dollars, except share and per share information)

Canada/U.S.

U.K.

Germany

Other

Total

2011

Accrued benefit obligation:
Balance, beginning of year
Current service cost

Interest cost

Employee contributions
Benefits paid
Actuarial (gain)/loss
Effect of movements in exchange rates

49,977
418
2,584
624
(1,401)
1,748
660

22,044
—
1,202
—
(536)
2,458
394

7,011
244
325
—
(264)
(189)
(72)

Balance, end of year

54,610

25,562

7,055

Plan assets:
Fair value, beginning of year
Expected return on plan assets
Actuarial losses
Employee contributions
Employer contributions
Benefits paid
Effect of movements in exchange rates

Fair value, end of year

Funded status, net deficit of plans

Accrued benefit liability

4,408
284
(326)
—
1,316
(1,401)
—

4,281

(50,329)

15,132
990
(471)
—
1,031
(536)
276

16,422

(9,140)

—

$ —

—
—
—
103
161
(264)

(7,055)

The Company’s net benefit plan expense is as follows:

2012

Current service cost
Interest cost
Expected return on plan assets
Settlement loss

Canada/U.S.

U.K.

Germany

586
2,207
(275)
—

—
1,169
(931)
44

212
316
—
—

Net defined benefit plan expense

2,518

282

528

—

5,243
453
239
—
(639)
126
(176)

84,275
1,115
4,350
624
(2,840)
4,143
806

5,246

92,473

— $
—
—
—
639
(639)

— $

19,540
1,274
(797)
103
3,147
(2,840)
276

20,703

(5,246)

(71,770)

Other

417
250
—
—

667

Total

1,215
3,942
(1,206)
44

3,995

Net defined benefit plan expense
recorded in:
Cost of sales
Selling, general and administrative
expenses

2,518

Net defined benefit plan expense

2,518

2011

Current service cost
Interest cost
Expected return on plan assets

Canada/U.S.

418
2,584
(284)

—

195

391

586

282

U.K.

—
1,202
(990)

333

528

Germany

244
325
—

569

276

667

Other

453
239
—

692

3,409

3,995

Total

1,115
4,350
(1,274)

4,191

Net defined benefit plan expense

2,718

212

Net defined benefit plan expense
recorded in:
Cost of sales
Selling, general and administrative
expenses

Net defined benefit plan expense

2,718

68 CCL INDUSTRIES INC. 2012 Annual Report

—

245

433

678

2,718

212

324

569

259

692

3,513

4,191

Actuarial losses recognized directly in equity are as follows:

Cumulative amount at January 1
Recognized during the year in other comprehensive income

Cumulative amount at December 31

Plan assets consist of the following:

2012

7,327
3,648

10,975

2011

2,387
4,940

7,327

Canada/U.S.

U.K.

Germany

Other

2012

Equity securities
Debt securities
Real estate
Other

Total

2011

Equity securities
Debt securities
Real estate
Other

Total

48%
36%
0%
16%

100%

Canada/U.S.

52%
32%
0%
16%

100%

53%
37%
7%
3%

100%

U.K.

52%
38%
7%
3%

100%

—
—
—
—

Total

52%
37%
6%
5%

100%

Germany

Other

Total

—
—
—
—

52%
37%
6%
5%

100%

No plan assets are directly invested in the Company’s own shares or directly in any property occupied by, or other assets used by,
the Company.

The expected rates of return on assets are based on long-term expected rates of return for a portfolio invested in accordance with the
plans’ target asset mix and include consideration of long-term historical returns. The Company considers input from its investment
advisors and actuaries when determining the rates. While the Company believes equities offer the best return over the long term, it
also believes diversification is necessary and invests in bonds, hedge funds, property and cash as well.

The actual returns on plans assets are as follows:

2012
2011

Canada/U.S.

$
$

275
(42)

$
$

U.K.

958
519

Germany

$
$

—
—

$
$

Other

—
—

$
$

Total

1,233
477

The weighted average economic assumptions used to determine post-employment benefit obligations are as follows:

Canada/U.S.

U.K.

Germany

Other

December 31, 2012
Discount rate
Expected rate of compensation increase

December 31, 2011
Discount rate
Expected rate of compensation increase

2.22%
3.00%

2.69%
3.00%

4.40%
n.a.

4.70%
n.a.

3.31%
2.00%

4.80%
2.00%

4.32%
2.97%

5.21%
2.92%

Total

3.02%
2.79%

3.56%
2.80%

CCL INDUSTRIES INC. 2012 Annual Report

NO T E S T O T H E CO N S O L I D A T E D FI N A N C I A L ST A T E M E N T S

Years ended December 31, 2012 and 2011 (In thousands of Canadian dollars, except share and per share information)

The weighted average economic assumptions used to determine post-employment plan expenses are as follows:

Canada/U.S.

U.K.

Germany

Other

Total

December 31, 2012
Discount rate
Expected long-term rate of return on
plan assets
Expected rate of compensation increase

December 31, 2011
Discount rate
Expected long-term rate of return on
plan assets
Expected rate of compensation increase

The history for the plans is as follows:

Present value of the defined benefit obligation
Fair value of the plan assets

Plan deficit

Experience gains/(losses) on plan liabilities

Experience gains/(losses) on plan assets

2.69%

6.50%
3.00%

3.88%

6.50%
3.00%

4.70%

5.70%
n.a.

5.40%

6.30%
n.a.

4.80%

n.a.
2.00%

4.65%

n.a.
2.00%

5.21%

n.a.
2.87%

5.19%

n.a.
2.69%

3.54%

5.87%
2.79%

4.43%

6.35%
2.76%

2012

99,099
21,748

77,351

430

2011

92,473
20,703

71,770

359

(797)

2010

84,275
19,540

64,735

850

781

The Company expects to contribute $1.4 million to the funded defined benefit plans and pay $1.7 million in benefits for the unfunded
plans in 2013.

2 1 . p E R SoN N E L Ex pE N S E S

Wages and salaries
Compulsory social security contributions
Contributions to defined contribution plans
Expenses related to defined benefit plans
Equity-settled share-based payment transactions

2 2 . IN Co mE Ta x Ex pE N S E

Current tax expense
Current tax on earnings before earnings in equity accounted investments for the year

Deferred tax expense (benefit) (note 15)
Origination and reversal of temporary differences
Impact of tax rate reduction
Recognition of previously unrecognized tax losses and deductible temporary differences

Total income tax expense

70 CCL INDUSTRIES INC. 2012 Annual Report

2012

2011

$ 282,980
32,096
10,867
3,995
4,432

$ 268,063
32,257
8,530
4,191
3,472

$ 334,370

$ 316,513

2012

2011

38,984

31,655

(1,394)
(522)
(1,257)

(3,173)

35,811

2,425
(39)
(195)

2,191

33,846

Reconciliation of effective tax rate

Combined Canadian federal and provincial income tax rates

The income tax expense on the Company’s earnings differs from the amount
determined by the Company’s statutory rates as follows:
Net earnings for the year
Add: income tax expense
Deduct: earnings in equity accounted investments

Earnings before income tax and equity accounted investments

Income tax using the Company’s domestic combined
Canadian federal and provincial income tax rates
Effect of tax rates in foreign jurisdictions
Impact of tax rate reduction
Capital gain offset against losses
Recognition of previously unrecognized tax losses and
deductible temporary differences
Losses for which no deferred tax asset was recognized
Impact of favourable tax settlements from prior years
Non-deductible expenses and other items

Income tax recognized directly in other comprehensive income
Derivatives
Actuarial gains and losses

Total income tax recognized directly in equity

2012

25.3%

2011

26.8%

97,490
35,811
2,165

84,126
33,846
1,224

131,136

116,748

33,138
4,586
(522)
507

(1,257)
2,235
—
(2,876)

31,288
1,770
(39)
1,361

(195)
4,849
(1,200)
(3,988)

35,811

33,846

767
(663)

104

(2,097)
(618)

(2,715)

The Company is subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the worldwide
provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. The
Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. If the final
tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and
deferred income tax assets and liabilities in the period in which such determination is made.

2 3 . SHaR E- b aS E D p aYmE N T S

At December 31, 2012, the Company had three share-based compensation plans, which are described below:

(i) Employee stock option plan

Under the employee stock option plan, the Company may grant options to employees, officers and inside directors of the Company for
up to 4,500,000 Class B non-voting shares. The Company does not grant options to outside directors. The exercise price of each option
equals the market price of the Company’s stock on the date of grant, and an option’s maximum term is 10 years. Before December
2003, options vested 20% on the grant date and 20% each year following the grant date. The term of these options was 5 or 10 years.
Beginning December 2003, options granted began to vest a year from grant date, with 25% vesting one year from grant date and 25%
each subsequent year. The term of these options is five years from the grant date. In general, the grants are conditional upon continued
employment. No market conditions affect vesting. Granted options are not entitled to dividends and may not be transferred or assigned
by the option holder.

There are several exceptions to the above vesting schedule. In 2008, an option grant of 25,000 shares was made upon the acquisition
of Clear Image Labels Pty. Ltd. by the Company. These options vested after three years and expire after five years. In 2007 and 2008,
options were granted for 125,000 shares as part of the Company’s long-term incentive plan. They vested based on 2008–2010
Company performance and continued employment, and expire in 2013. Of these options, 25,000 have been forfeited and, of the
remaining 100,000 options, 50% vested in 2011 and 50% vested in 2012.

CCL INDUSTRIES INC. 2012 Annual Report

NO T E S T O T H E CO N S O L I D A T E D FI N A N C I A L ST A T E M E N T S

Years ended December 31, 2012 and 2011 (In thousands of Canadian dollars, except share and per share information)

For options and share awards granted for stock-based compensation, $4.4 million (2011 – $3.3 million) has been recognized in the
financial statements as an expense with a corresponding offset to contributed surplus. The fair value of options granted has been
estimated using the Black-Scholes model and the following assumptions:

Risk-free interest rate
Expected life
Expected volatility
Expected dividends

2012

1.43%

4.5 years

31%

0.78

2011

1.41%
4.5 years
31%
0.70

The expected life of the stock options is estimated by observing general historical stock option holder behaviour. Expected volatility is
estimated based on the historical patterns of volatility of the Company’s shares.

A summary of the status of the Company’s Employee Stock Option Plan as of December 31, 2012 and 2011, and changes during the
years ended on those dates is presented below:

Outstanding at beginning of year
Granted
Exercised
Forfeited
Expired

Outstanding at end of year

Options exercisable at end of year

2012
Weighted
average
Exercise price

26.93
35.65
24.24
—
44.25

29.02

27.70

Shares
(000s)

1,094
275
(131)
—
(10)

1,228

657

2011

Weighted
Average
Exercise Price

25.34
30.50
20.89
27.27
—

26.93

27.62

Shares
(000s)

1,572
25
(403)
(100)
—

1,094

567

The weighted average share price at the date of exercise in 2012 was $36.55 (2011 – $29.69).

The following table summarizes information about the employee stock options outstanding at December 31, 2012.

Range of
Exercisable Prices

$18.51–$19.00
$19.01–$25.00
$25.01–$30.00
$30.01–$36.00
$36.01–$38.42

$18.51–$38.42

(ii) Deferred share units

Options Outstanding

Options Exercisable

Options
Outstanding
(000s)

Weighted
Average
Remaining
Contractual Life

Weighted
Average
Exercise Price

Options
Exercisable
(000s)

Weighted
Average
Exercise Price

87
215
400
371
155

0.2 years
1.2 years
2.5 years
3.5 years
0.3 years

18.51
20.90
26.90
34.57
38.42

1,228

2.1 years

29.02

87
150
188
77
155

657

18.51
20.89
26.89
31.71
38.42

27.70

The Company maintains a deferred share unit plan. Under this plan, non-employee members of the Company’s Board of Directors may
elect to receive DSUs, in lieu of cash remuneration, for director fees that would otherwise be payable to such directors or any portion
thereof. The number of units received is equivalent to the fees earned and is based on the fair market value of a Class B non-voting
share of the Company’s capital stock on the date of issue of the DSU. When dividends are paid on Class B non-voting shares of the
Company, the equivalent value per DSU is calculated and the holder receives additional DSUs in lieu of actual cash dividends based
on the fair market value of a Class B non-voting share of the Company. DSUs cannot be redeemed or paid out until such time as the
director ceases to be a director. A DSU entitles the holder to receive, on a deferred payment basis, either the number of Class B non-
voting shares of the Company equating to the number of his or her DSUs or, at the election of the Company, a cash amount equal to
the fair market value of an equal number of Class B non-voting shares of the Company on the redemption date.

72 CCL INDUSTRIES INC. 2012 Annual Report

The Company accounts for the DSUs as cash-settled share-based payment transactions.

The Company had 96,423 DSUs outstanding as at December 31, 2012, valued at $4.1 million based on a five-day average of the Class B
non-voting shares of the Company of $42.01. The amount recognized as an expense in 2012 totaled $1.8 million (2011 – $0.8 million).

(iii) Restricted share units

The Company has shares held in trust to be used to satisfy future employee benefits related to its long-term incentive plan as outlined
in note 16.

Executive share purchase plan

Under the executive share purchase plan, which was discontinued in December 2001, the Company provided assistance to senior
officers and executives of the Company to invest in Class B shares of the Company in the open market by providing interest-free loans.
The loans had a 10-year term and were repayable only when the shares were sold or upon completion of employment. The executive
share purchase plan loans were deducted from shareholders’ equity. The remaining loan was repaid early in 2012. It had a value of
$0.2 million at the end of 2011. The loan was secured by 25,000 Class B shares of the Company with a quoted value at December 31,
2011, of $31.31 per Class B share, totalling $0.8 million.

2 4 . f I NaN C IaL I N S T R UmE N T S

(a) Cash flow hedges

During 2006, the Company entered into a CCIRSA, the hedging item, that converted fixed rate unsecured U.S. dollar-denominated senior
notes (the hedged item) into Canadian dollar-denominated fixed rate debt in order to reduce the Company’s exposure to U.S. dollar-
denominated debt and interest payments. The fair value of the swap was recorded in current liabilities at the end of 2010. The foreign
exchange component of the change in the value of the swap offset the foreign exchange component of the U.S. dollar-denominated
debt on the income statement, and the balance was recorded in other comprehensive income. No ineffectiveness was recognized in
the income statement as this was a fully effective hedge. This swap matured in March 2011.

Notional Principal Amount

Interest Rate

Fixed
Rate

Paid
(CAD)

Received
(USD)

USD60.0 million CAD70.4 million

4.50%

5.29%

Fair value
December 31

2012
(CAD)

—

2011
(CAD)

—

Maturity

Effective Date

March 8, 2011

March 29, 2006

The Company has in place numerous aluminum derivative contracts (hedging item) that are used to fix the price the Company is
required to pay for its anticipated aluminum manufacturing requirements (hedged item). Aluminum is the major raw material used in the
Container segment. The Company uses these contracts along with fixed price customer contracts to minimize the impact of aluminum
price fluctuations. The Company does not enter into these contracts for speculative purposes.

The changes in value of the aluminum derivative contracts are recorded on the statement of financial position in accumulated other
comprehensive income. Any ineffective portion is recorded in selling, general and administrative expenses. For 2012 and 2011, no
ineffectiveness was recognized. Payments made or proceeds received upon the settlement of these contracts are recorded in cost of
goods sold.

Prices for aluminum fluctuate in response to changes in supply and demand, market uncertainty and a variety of other factors beyond
the Company’s control. A USD100/MT increase (decrease) in the price of aluminum would have resulted in a $0.5 million (2011 –
$0.7 million) decrease (increase) in other comprehensive income and no impact on the earnings from operations (2011 – nil) of the
Company. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.

(b) fair value hedges

During 2006, the Company entered into a CCIRSA (hedging item) that converted fixed rate unsecured U.S. dollar-denominated senior
notes (hedged item) into Canadian dollar-denominated floating rate debt in order to reduce the Company’s exposure to the U.S. dollar-
denominated debt and create a better balance between fixed and floating interest rate exposures. The fair value of the swap was
recorded in current and non-current liabilities when negative in value and current and non-current assets when positive in value. Change
in fair value of the debt was accounted for in current and non-current liabilities and offset the swap fair value on the income statement.
No ineffectiveness was recognized in the income statement as this was a fully effective hedge. This swap matured in September 2012.

CCL INDUSTRIES INC. 2012 Annual Report

NO T E S T O T H E CO N S O L I D A T E D FI N A N C I A L ST A T E M E N T S

Years ended December 31, 2012 and 2011 (In thousands of Canadian dollars, except share and per share information)

Notional Principal Amount

Interest Rate

Fair value
December 31

Fixed
Rate

Floating
Rate

Paid
(CAD)

Received
(USD)

2012
(CAD)

2011
(CAD)

Maturity

Effective Date

USD28.1 million* CAD32.6 million

3-month
BA +
2.01%

* There was an annual principal payment on this swap.

6.97%

—

(539.5)

September 16, 2012 December 29, 2006

During 2003, the Company entered into an interest rate swap agreement (“IRSA”), the hedging item, in order to redistribute the
Company’s exposure to fixed and floating interest rates with a view to reducing interest costs over the long term. The hedged item was
50% of a fixed rate unsecured U.S. dollar-denominated senior note. Fair value of this IRSA was recorded in current and non-current
liabilities when negative in value and current and non-current assets when positive in value. Change in fair value of the debt was
accounted for in current and non-current liabilities and offset the IRSA’s fair values on the income statement. No ineffectiveness was
recognized in the income statement as this was a fully effective hedge. This swap matured in September 2012.

Interest Rate

Fair value
December 31

Notional Principal
Amount

Currency

Paid
(USD)

Received
(USD)

2012
(CAD)

2011
(CAD)

Maturity

Effective Date

$42.1 million*

USD

3-month
LIBOR +
2.97%

6.97%

—

110.9

September 16, 2012 December 16, 2003

* There was an annual principal payment on this swap.

During 2006, the Company entered into CCIRSAs, the hedging items, that converted Canadian dollar-denominated fixed rate and
Canadian dollar-denominated floating rate debt into euro-denominated fixed rate debt and euro-denominated floating rate debt in
order to hedge the Company’s exposure to its net investment in self-sustaining euro-denominated operations, with a view to reducing
foreign exchange fluctuations and interest expense. Fair value of these CCIRSAs was recorded in current and non-current liabilities when
negative in value and current and non-current assets when positive in value. The offset was recorded in other comprehensive income.
These were 100% fully effective hedges as the notional amounts of the hedging items equalled the portion of the net investment balance
being hedged. No ineffectiveness was recognized in the income statement. One of the swaps matured in March 2011. A second swap
matured in September 2012.

Notional Principal Amount

Interest Rate

Fixed
Rate

Paid
(EUR)

Received
(CAD)

CAD70.4 million EUR50.0 million

3.82%

4.50%

Notional Principal Amount

Interest Rate

Fair value
December 31

2012
(CAD)

—

2011
(CAD)

—

Fair value
December 31

Maturity

Effective Date

March 8, 2011

March 29, 2006

Floating

Rate

Floating

Rate

Paid

(EUR)

Received

(CAD)

2012

(CAD)

2011

(CAD)

Maturity

Effective Date

CAD32.6 million* EUR21.3 million

6-month
EURIBOR +
1.99%

3-month
BA +
2.01%

* There is an annual principal payment on this swap.

—

709.1

September 16, 2012 December 29, 2006

74 CCL INDUSTRIES INC. 2012 Annual Report

US$319.0 million (2011 – US$323.7 million) of unsecured U.S. dollar-denominated senior notes (hedging item) have been used to
hedge the Company’s exposure to its net investment in self-sustaining U.S. dollar-denominated operations with a view to reducing
foreign exchange fluctuations. The foreign exchange effect of both the senior notes and the net investment in U.S. dollar-denominated
subsidiaries is reported in other comprehensive income. These have been and continue to be 100% fully effective hedges as the notional
amounts of the hedging items equal the portion of the net investment balance being hedged. No ineffectiveness has been recognized
in the income statement.

(d) Credit risk

Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting
date was:

Cash and cash equivalents
Trade and other receivables
Available-for-sale financial assets
Derivative instruments: assets

Impairment losses

The aging of trade receivables at the reporting date was:

Under 31 days
Between 31 and 90 days
Greater than 90 days

Dec 31, 2012

Dec 31, 2011

$ 188,972
191,538
9,812
—

$ 140,698
192,003
10,790
820

$ 390,322

$ 344,311

Dec 31, 2012

Dec 31, 2011

$ 99,323
73,868
9,462

$ 107,645
65,138
9,074

$ 182,653

$ 181,857

The movement in the allowance for impairment in respect of trade receivables during the year was as follows:

Balance at January 1
Increase during the year

Balance at December 31

Dec 31, 2012

Dec 31, 2011

3,326
156

3,482

3,322
4

3,326

Based on historical default rates, the Company believes that no impairment allowance is necessary in respect of trade receivables not
past due.

CCL INDUSTRIES INC. 2012 Annual Report

NO T E S T O T H E CO N S O L I D A T E D FI N A N C I A L ST A T E M E N T S

Years ended December 31, 2012 and 2011 (In thousands of Canadian dollars, except share and per share information)

(e) Liquidity risk

Exposure to liquidity risk

The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of
netting agreements:

(in millions of Canadian dollars)

December 31, 2011

December 31, 2012

Payments Due by Period

Carrying
Amount

Contractual
Cash Flows

0–6
M onths

6–12
Months

1–2
Years

2–5
Years

More than
5 Years

Non-derivative financial liabilities
Secured bank loans
Unsecured bank loans
Unsecured senior notes
Finance lease liabilities
Other long-term obligations

2.4
16.1
333.1
2.2
0.1

1.4
8.9
316.7
1.9
0.1

1.4
8.9
317.4
1.9
0.1

0.3
1.2
—
0.2
0.1

0.4
2.8
79.6
0.2
—

Interest on unsecured
senior notes
Interest on other long-term debt

Trade and other payables
Derivative financial liabilities
Outflow – FV hedges
Inflow – FV hedges
Outflow – CF hedges
Interest on derivatives
Accrued post-employment
benefit liabilities
Operating leases

Total contractual cash
obligations

*
—
234.0

*
—
226.2

65.3*
1.5
226.2

1.4
0.4
226.2

0.8
—
1.7
*

—

—
—
0.4
*

*
—

—
—
0.4
—

23.3*
36.4

—
—
0.3
—

0.7
5.0

9.9
0.4
—

—
—
0.1
—

0.7
5.0

0.5
3.0
—
0.5
—

14.8
0.4
—

—
—
—
—

2.9
6.9

0.2
1.9
109.4
1.0
—

—
—
128.4
—
—

33.5
0.3
—

—
—
—
—

5.7
—
—

—
—
—
—

8.5
11.9

10.5
7.6

$ 590.4

$ 555.6

$ 682.8

$ 235.8

$ 99.1

$ 29.0

$ 166.7

$ 152.2

* Accrued long-term employee benefit and post-employment benefit liability of $2.1 million, accrued interest of $6.8 million on unsecured senior notes and accrued interest

of nil on derivatives are reported in trade and other payables in 2012 (2011: $3.1 million, $7.1 million and $0.1 million, respectively).

The following tables indicate the periods in which the cash flows associated with derivatives that are cash flow hedges are expected
to impact the income statement:

(in millions of Canadian dollars)

December 31, 2011

December 31, 2012

Payments Due by Period

Assets
Liabilities

Total

Carrying
Amount

Contractual
Cash Flows

0–6
M onths

6–12
Months

1–2
Years

2–5
Years

More than
5 Years

—
1.7

—
0.4

—
0.3

—
0.1

(1.7) $

(0.4) $

(0.3) $

(0.1) $

—
—

—

—
—

—

—
—

—

76 CCL INDUSTRIES INC. 2012 Annual Report

(f) Currency risk

Exposure to currency risk

The Company’s exposure to foreign currency risk was as follows based on notional amounts:

U.S.
Dollar

Cash and cash equivalents 112,035
Trade and other receivables 59,396
85,652
Trade and other payables
318,384
Long-term debt

Sensitivity analysis

Dec 31, 2012

Dec 31, 2011

great
britain
pound

6,245
6,646
4,325
—

Euro

36,574
41,049
44,122
1,587

U.S.
Dollar

63,130
63,746
89,766
323,175

Great
Britain
Pound

5,148
5,722
4,847
—

Euro

27,778
41,270
43,986
5,295

A five percent weakening of the Canadian dollar, as indicated below, against the following currencies at December 31 would have
increased (decreased) equity and income by the amounts shown below. This analysis assumes that all other variables, in particular
interest rates, remain constant.

Euro
U.S. dollar
Great Britain pound

2012

9,535
(630)
8,105

Equity

2011

18,679
(2,664)
250

2012

496
277
(3)

Income Statement

2011

(739)
273
(43)

A five percent strengthening of the Canadian dollar against the above currencies at December 31 would have had the equal but opposite
effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.

(g) Interest rate risk

An increase of 100 basis points in interest rates at the reporting date would have increased net income by $1.0 million (2011 –
$0.6 million) and have no impact on other comprehensive income. This analysis assumes that all other variables, in particular foreign
currency rates, remain constant.

CCL INDUSTRIES INC. 2012 Annual Report

NO T E S T O T H E CO N S O L I D A T E D FI N A N C I A L ST A T E M E N T S

Years ended December 31, 2012 and 2011 (In thousands of Canadian dollars, except share and per share information)

(h) fair values versus carrying amounts

The fair value of financial assets and liabilities, together with the carrying amounts shown in the statement of financial position, are
as follows:

Assets carried at fair value:
Available-for-sale financial assets
Interest rate swaps used for hedging

Assets carried at amortized cost:
Loans and receivables
Cash and cash equivalents

Liabilities carried at fair value:
Derivative financial liabilities

Liabilities carried at amortized cost:
Secured bank loans
Unsecured senior notes
Finance lease liabilities
Unsecured bank loans
Trade and other payables
Other

Carrying
amount

9,812
—

9,812

191,538
188,972

380,510

435

1,426
316,740
1,925
8,913
226,248
29

Dec 31, 2012

Dec 31, 2011

fair
Value

Carrying
Amount

Fair
Value

9,812
—

9,812

10,790
820

11,610

10,790
820

11,610

191,538
188,972

380,510

435

1,426
357,075
1,925
8,913
226,248
29

192,003
140,698

332,701

2,530

2,407
333,115
2,209
16,091
233,963
146

192,003
140,698

332,701

2,530

2,407
384,186
2,209
16,091
233,963
146

$ 555,281

$ 595,616

$ 587,931

$ 639,002

The basis for determining fair values is disclosed in note 3.

The interest rates used to discount estimated cash flows for the unsecured senior notes are based on the government yield curve at
the reporting date plus an adequate credit.

(i) fair value hierarchy

The table below summarizes financial instruments carried at fair value, by valuation method.

The different levels have been defined as follows:

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as

prices) or indirectly (i.e., derived from prices)

• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

78 CCL INDUSTRIES INC. 2012 Annual Report

December 31, 2012
Available-for-sale financial assets
Derivative financial assets

Derivative financial liabilities

December 31, 2011
Available-for-sale financial assets
Derivative financial assets

Derivative financial liabilities

Level 1

Level 2

Level 3

—
—

—

—
—

—

9,812
—

9,812

435

9,377

10,790
820

11,610

2,530

9,080

—
—

—

—
—

—

Total

9,812
—

9,812

435

9,377

10,790
820

11,610

2,530

9,080

2 5 . f I NaN C IaL R I S K m aNa gEmE N T

The Company has exposure to the following risks from its use of financial instruments:

• credit risk

• liquidity risk

• market risk

This note presents information about the Company’s exposure to each of the above risks, the Company’s objectives, policies and
processes for measuring and managing risk, and the Company’s management of capital. Further quantitative disclosures are included
throughout these consolidated financial statements.

The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate
risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly
to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards
and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and
obligations.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Company’s receivables from customers and investment securities.

The Company has established a credit policy under which each new customer is analyzed individually for creditworthiness before the
Company’s payment and delivery terms and conditions are offered. The Company’s review includes external ratings, where available,
and in some cases bank references. Purchase limits are established for each customer, which represent the maximum open amount
without requiring approval from senior management; these limits are reviewed quarterly. Customers that fail to meet the Company’s
benchmark creditworthiness may transact with the Company only on a prepayment basis.

The Company is potentially exposed to credit risk arising from derivative financial instruments if a counterparty fails to meet its
obligations. These counterparties are large international financial institutions and, to date, no such counterparty has failed to meet
its financial obligations to the Company. As at December 31, 2012, the Company did not have any exposure to credit risk arising from
derivative financial instruments.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages
liquidity by monitoring expected cash flows and ensuring the availability of credit to ensure, as far as possible, that it will always have
sufficient liquidity to meet its liabilities when they are due. The financial obligations of the Company include trade and other payables,
long-term debts and other long-term items. The contractual maturity of trade payables is six months or less. Long-term debts have
varying maturities extending to 2018.

CCL INDUSTRIES INC. 2012 Annual Report

NO T E S T O T H E CO N S O L I D A T E D FI N A N C I A L ST A T E M E N T S

Years ended December 31, 2012 and 2011 (In thousands of Canadian dollars, except share and per share information)

market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and commodity prices, will affect
the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and
control market risk exposures within acceptable parameters, while optimizing the return.

The Company uses derivatives to manage market risks. Generally the Company seeks to apply hedge accounting in order to manage
volatility in profit or loss. The Company does not utilize derivative financial instruments for speculative purposes.

(i) Currency risk

The Company operates internationally, giving rise to exposure to market risks from changes in foreign exchange rates. The Company
partially manages these exposures by contracting primarily in Canadian dollars, euros, U.K. pounds and U.S. dollars. Additionally, each
subsidiary’s sales and expenses are primarily denominated in its local currency, further minimizing the foreign exchange impact on
the operating results.

In other cases, borrowings are done by non-Canadian-dollar-based subsidiaries in their own functional currencies such that the principal
and interest are denominated in a currency that matches the cash flows generated by those subsidiaries. These provide natural hedges
that do not require the application of hedge accounting.

(ii) Interest rate risk

The Company is exposed to market risks related to interest rate fluctuations on its debt. To mitigate this risk, the Company maintains
a combination of fixed and floating rate debt.

(iii) Commodity price risk

Aluminum is the major raw material used in the Container segment. Prices for aluminum fluctuate in response to changes in supply
and demand, market uncertainty and a variety of other factors beyond the Company’s control. The Company uses customer specific
aluminum derivative instruments (hedging items) along with fixed price contracts (hedged items) to minimize the impact of aluminum
price fluctuations.

Aluminum derivative contracts are accounted for as cash flow hedges and changes in value are recorded on the statement of financial
position in other comprehensive income. Any ineffective portion is recorded in selling, general and administrative expenses. Payments
made or proceeds received upon the settlement of these contracts are recorded in cost of goods sold.

Capital management

The Company’s objective is to maintain a strong capital base throughout the economic cycle so as to maintain investor, creditor and
market confidence and to sustain the future development of the business. This capital structure supports the Company’s objective to
provide an attractive financial return to its shareholders equal to that of its leading specialty packaging peers (between 12% and 14%
up until 2009 but lower since the global recession).

The Company defines capital as total shareholders’ equity and measures the return on capital (or return on equity) by dividing annual
net earnings before goodwill impairment loss and restructuring and other items by the average of the beginning and the end-of-year
shareholders’ equity. In 2012, the return on capital was 11.4% (2011 – 10.7%) and was well within the range of the Company’s leading
specialty packaging peers.

Management and the Board maintain a balance between the expected higher return on capital that might be possible with a higher
level of financial debt and the advantages and security afforded by a lower level of financial leverage. The Company believes that an
optimum level of net debt (defined as current debt, including bank advances, plus long-term debt, less cash and cash equivalents) to
total book capitalization (defined as net debt plus shareholders’ equity) is a maximum of 45%. This ratio was 14% at December 31,
2012 (2011 – 21%) and therefore the Company has further capacity to invest in the business with additional debt without exceeding
the optimum level. In comparison, the weighted average interest rate on interest-bearing borrowings (excluding liabilities with imputed
interest) was 6.2% (2011 – 6.2%).

The Company has provided a growing level of dividends to its shareholders over the last few years, generally related to its growth in
earnings. Dividends are declared bearing in mind the Company’s current earnings, cash flow and financial leverage.

There were no changes in the Company’s approach to capital management during the year.

The Company is subject to certain covenants on its unsecured senior notes. This includes a covenant requiring a minimum consolidated
net worth. The Company monitors the ratios on a quarterly basis and at December 31, 2012, was in compliance with all its covenants.

80 CCL INDUSTRIES INC. 2012 Annual Report

2 6 . opE RaT I Ng L EaS E S

Non-cancellable operating lease rentals are payable as follows:

Less than one year
Between one and five years
More than five years

2012

9,988
18,846
7,604

2011

8,992
16,413
5,804

36,438

31,209

The Company enters into operating leases in the ordinary course of business, primarily for real property and equipment. Payments
and other terms for these leases vary per agreement. During the year ended December 31, 2012, $11.2 million was recognized as an
expense in the income statement in respect of operating leases (2011 – $9.8 million).

2 7 . RE LaT E D p aR T I E S

Transactions with key management personnel

In March 2008, a US$1.5 million interest-bearing unsecured demand loan was provided to an executive officer. During 2012, interest
accrued on this loan at a rate of 4.17% (2011 – 5.68%). At December 31, 2012, the principal and accrued interest balance was
US$1.9 million (2011 – US$1.8 million) and is included in other assets.

beneficial ownership

The directors and officers of CCL Industries Inc. as a group beneficially own, control, or direct, directly or indirectly, approximately
2,244,030 of the issued and outstanding Class A voting shares, representing 94.7% of the issued and outstanding Class A voting shares.

2 8 . KE Y m aNa gEmE N T pE R SoN N E L Co m pE N SaT IoN

Short-term employee compensation and benefits
Share-based payments
Post-employment benefits

2 9 . a C C UmU LaT E D oT H E R Co m pR E H E N S I V E LoS S

Unrealized foreign currency translation losses, net of tax expense of $1,407
(2011 – tax expense of $1,035)
Losses on derivatives designated as cash flow hedges, net of tax recovery of $118
(2011 – tax recovery of $513)

2012

8,692
1,953
416

11,061

2011

5,317
473
352

6,142

2012

2011

(46,834)

(39,585)

(202)

(1,088)

(47,036)

(40,673)

3 0 . SUbS E Q U E N T E V E N T S

In January 2013, the Company announced that it had signed a binding agreement to acquire the Office & Consumer Products and
Designed & Engineered Solutions businesses of Avery Dennison Corporation on a debt-free basis for US$500.0 million cash subject
to customary closing adjustments. A syndicate of banks has committed to provide debt financing to close the transaction. The two
businesses had combined revenues of approximately $910.0 million in the calendar year of 2012. The transaction is subject to
regulatory approval and is expected to close by mid-2013.

The Board of Directors has declared a dividend of $0.2150 on the Class B non-voting shares and $0.2025 on the Class A voting shares,
which will be payable to shareholders of record at the close of business on March 15, 2013, to be paid on March 28, 2013.

CCL INDUSTRIES INC. 2012 Annual Report

SIx YEaR f I NaN C IaL SUm m aR Y

(In thousands of Canadian dollars, except per share and ratio data)

2012

2011

2010

2009*

2008*

2007*

Sales and Net Earnings
Sales 1
Depreciation and
amortization 1
Finance cost/

$ 1,308,551

$ 1,268,477

$ 1,192,318

$ 1,198,984

$ 1,189,025

$ 1,144,260

102,564

100,177

95,406

100,004

85,144

75,912

Interest expense1

Net earnings
Basic net earnings
per Class B share

20,919
97,490

2.91

21,384
84,1262

2.542

25,285
71,0933

2.173

29,323
42,1744

1.314

23,949
47,9865

23,157
$ 147,9156

1.505

4.596

financial position
Current assets
Current liabilities
Working capital7
Total assets
Net debt
Shareholders’ equity $
Net debt to equity ratio
Net debt to total
book capitalization

476,909
322,155
154,754
1,654,083
140,061
887,187
0.16

$ 426,559
256,243
170,316
1,613,481
213,270
$ 816,880
0.26

$ 440,836
317,985
122,851
1,627,974
248,702
$ 769,327
0.32

$ 399,154
266,743
132,411
1,645,497
347,545
$ 752,757
0.46

$ 407,947
276,711
131,236
1,766,674
456,253
$ 750,518
0.61

$ 391,023
244,966
146,057
1,488,190
306,775
$ 717,859
0.43

13.6%

20.7%

24.4%

31.6%

37.8%

29.9%

Number of Shares (000s)
Class A – Dec. 31
Class B – Dec. 31
Weighted average
for the year

2,369
31,451

2,374
31,315

2,374
30,912

2,374
30,674

2,374
30,181

2,379
30,501

33,484

33,111

32,830

32,340

32,090

32,284

Cash flow
Cash provided
by operations
Additions to plant,
property and
equipment
Business acquisitions
Dividends
Dividends per
Class B share

199,322

$ 171,376

$ 168,399

150,280

216,348

162,194

93,555
11,591
32,088

81,447
25,156
23,343

85,794
1,246
20,730

99,310
5,327
18,964

192,801
40,677
17,512

163,453
105,575
15,233

0.78

0.70

0.66

0.60

0.56

0.48

* Amounts presented are as reported under previous Canadian GAAP and have not been restated for IFRS.

1 Excluding discontinued operations
2 After pre-tax restructuring and other items – net loss of $0.8 million.
3 After pre-tax restructuring and other items – net loss of $0.2 million.
4 After pre-tax restructuring and other items – net loss of $7.3 million.
5 After pre-tax restructuring and other items – net loss of $3.1 million and goodwill impairment loss of $31.4 million .
6 After pre-tax restructuring and other items – net gain of $4.1 million.
7 Current assets minus liabilities.

82 CCL INDUSTRIES INC. 2012 Annual Report

2 0 1 2 b U S I N E S S LEaD E R S H Ip

North america

John pedroli
President,
CCL Industries North America
Charlotte, North Carolina, U.S.A.

ben Rubino
President,
Home and Personal Care
Worldwide
Shelton, Connecticut, U.S.A.

Jim Sellors
Group Vice President,
Healthcare and Specialty,
CCL Label North America
and Australia
Toronto, Ontario, Canada

Eric Schaffer
Vice President and
General Manager,
Promotional Products,
CCL Label North America
Cold Spring, Kentucky, U.S.A.

2 0 1 2 C C L of fI C E R S

Eric frantz
Vice President and
General Manager,
CCL Container
Hermitage, Pennsylvania, U.S.A.

andy Iseli
Vice President and
General Manager,
CCL Tube
Los Angeles, California, U.S.A.

asia pacific

Jim anzai
Vice President and
Managing Director,
CCL Label Asia
Bangkok, Thailand

guy Kiraly
Managing Director,
CCL Label China
Shanghai, PR China

Latin america

Luis Jocionis
Vice President and
Managing Director,
CCL Label Brazil
Sao Paolo, Brazil

ben Lilienthal
Vice President and
Managing Director,
CCL Mexico
Mexico City, Mexico

Europe

günther birkner
President,
Food and Beverage Worldwide
Hohenems, Austria

Tommy Nielsen
Group Vice President,
Healthcare and Specialty
CCL Label Europe
Randers, Denmark

Dale Hambilton
Vice President and
Managing Director,
Global Sleeve Development
King’s Lynn, U.K.

Scott mitchell Harris
Managing Director,
Healthcare and Specialty,
U.K. and France
Paris, France

Lee pretsell
Managing Director,
CCL Label Home and
Personal Care Europe
Paris, France

peter fleissner
Managing Director,
CCL Design
Solingen, Germany

Werner Ehrmann
Vice President,
Technology Development
Holzkirchen, Germany

Donald g. Lang
Executive Chairman

geoffrey T. martin
President and
Chief Executive Officer

bohdan I. Sirota
Senior Vice President,
General Counsel and Secretary

Susan V. Snelgrove
Vice President, Risk and
Environmental Management

Lalitha Vaidyanathan
Senior Vice President, Finance,
Administration and IT,
CCL Operations

Janis m. Wade
Senior Vice President,
Human Resources and
Corporate Communications

Sean p. Washchuk
Senior Vice President and
Chief Financial Officer

CCL INDUSTRIES INC. 2012 Annual Report

2 0 1 2 bo aR D o f DI R E C ToR S

george V. bayly
Director since 2010

Corporate Director
Illinois, U.S.A.

paul J. block
Director since 1997

Chairman and CEO,
Proteus Capital Associates
New York, U.S.A.

philip m. gresh
Director since 2012

Corporate Director
Florida, U.S.A.

Edward E. guillet
Director since 2008

Independent Human Resources
Consultant
California, U.S.A.

Donald g. Lang
Director since 1991

Executive Chairman,
CCL Industries Inc.
Ontario, Canada

alan D. Horn
Director since 2008

President and CEO,
Rogers Telecommunications
Limited and Chairman,
Rogers Communications Inc.
Ontario, Canada

Stuart W. Lang
Director since 1991

Head Football Coach for
Guelph University
Ontario, Canada

geoffrey T. martin
Director since 2005

President and CEO,
CCL Industries Inc.
Massachusetts, U.S.A.

Douglas W. muzyka
Director since 2006

Chief Science and Technology
Officer, EI DuPont de Nemours
Pennsylvania, U.S.A.

Thomas C. peddie
Director since 2003

Executive Vice President and CFO,
Corus Entertainment Inc.
Ontario, Canada

SHaR E HoL D E R S’

INf oRm aT IoN

auditors

KPMG LLP
Chartered Accountants

Legal Counsel

McMillan LLP

Transfer agent

CIBC Mellon Trust Company
c/o Canadian Stock Transfer Company Inc.
P.O. Box 700
Postal Station B
Montreal, QC H3B 3K3
E-mail:
AnswerLine: (416) 682-3860 or

inquiries@canstockta.com

Fax:
Website:

(800) 387-0825
(888) 249-6189
www.canstockta.com

financial Information

annual meeting of Shareholders

The Annual Meeting of Shareholders
will be held on May 2, 2013, at 1:00 p.m.
CCL Industries Inc.
105 Gordon Baker Road
5th Floor
Toronto, ON M2H 3P8

Class b Share Information

Stock Symbol CCL.B

Listed TSx

Opening price 2012
Closing price 2012
Number of trades
Trading volume (shares)
Trading value
Annual dividends declared

Institutional investors, analysts and registered representatives requiring
additional information may contact:

Shares outstanding at December 31, 2012

Sean Washchuk
Senior Vice President and CFO
(416) 756-8526

Additional copies of this report can be obtained from:

CCL Industries Inc.
Investor Relations Department
105 Gordon Baker Road
Suite 500
Willowdale, ON M2H 3P8
Tel:
Fax:
E-mail: ccl@cclind.com
Website: www.cclind.com

(416) 756-8500
(416) 756-8555

84 CCL INDUSTRIES INC. 2012 Annual Report

$
$

31.76
42.99
25,661
5,579,758
204,456,449.22
0.78

2,369,025
31,450,621

Class A
Class B

There are two classes of CCL shares. Class A shares are voting and
Class B shares are non-voting. Share attributes of both classes are listed
on page 64 of this report.

This report is printed on recyclable, acid-free and chlorine free paper.
Printed in Canada.

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C C L ’s C OrP Or a tE sO C IaL rEsP On sIbI L It y

C C L EmP L Oy s 6 , 6 0 0 P E O P L E a rOu n d tH E wOrLd In 7 4 PrOd uCtI On f aC I L ItI Es In 2 6 C Ou n t rI Es

On 6 C On tInEn t s . w E a rE C Om mIt tEd tO rEm aInIn g s tEa d f a s t In Ou r rO L E a s a gL Ob aL

In d u s t r y L Ea dEr tHat P LaC Es H IgH ImP Or ta nC E On En s u rIn g Ou r wOr kP LaC E EnC Ou r a gEs

L Ea r nIn g a n d In nOvatI On wH I L E aLsO PrOvIdIn g a n En vIrOn mEn t C On d uC IvE tO

C On tIn uOu s ImPrOvEmEn t.

At CCL, we believe our employees are truly our greatest asset.

on the plant floor and outdoors for our roadways and parking

We engage all employees in the ethical management and

lots. in 2012, a new sustainability data collection system was

success of the Company through our Global Business Ethics

implemented to track trends related to energy and resource use

Guide. CCL strives to maintain workplaces that provide fair

to target areas of improvement and to enable all of our plants

treatment, are free of violence, harassment and discrimination

to share best practices.

that respect our employees’ human rights. We are dedicated to

promoting equity in the workplace that will not limit or prevent

employees from maximizing their potential.

Our employees are passionate about the communities in which

they live and work supporting numerous local causes around

the world. For 10 years CCL has been a supporter of the

Protecting the health and safety of our employees is a high

Ronald Mcdonald House Toronto, helping them create a home

priority at CCL. This is underscored by the Environment and

away from home for seriously ill children and their families;

Health and Safety Committee of the Board of directors that

allowing parents and children to heal better, together. in

regularly reviews the Company’s performance in this area.

support of continuous learning, since 2000, we have been

We continually deploy initiatives that lessen our impact on

awarding five scholarships each year to the children of our

the environment. Last year, CCL opened a new facility that

employees to assist them in achieving their goals for higher

runs solely on solar power; harnessing the sun’s energy

education. We have awarded over 60 scholarships totalling

for use today and banking excess for future use. LEd lighting

approximately $500,000.

technology has become the new standard being used indoors

CCL 2218 2012 AR_cover.indd 3

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CCL Industries Inc.
105 Gordon Baker Rd., Suite 500
Willowdale, Ontario M2H 3P8
Tel: (416) 756-8500
Fax: (416) 756-8555

Visit our website at
www.cclind.com

CCL 2218 2012 AR_cover.indd 2

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