CCL Industries Inc
Annual Report 2015

Plain-text annual report

www.cclind.com CCL IS A gLoBAL SpECIALIT y pACkA gIng CompAny hEADqUARTERED In ToR onTo, CAnADA CCL’s three business segments are Label, Avery and Container. operating in 31 countries on six continents, CCL employs approximately 13,000 people at over 119 facilities. CCL Label Avery CCL Container CCL Label is the world’s largest Avery provides world-leading software CCL Container, with plants in Canada, converter of pressure sensitive and solutions that help small businesses and United States and Mexico, is a leading extruded film materials for decorative, consumers design online or download manufacturer of sustainable, impact instructional and functional applications templates to digitally print labels, tags, extruded, aluminum aerosol containers for leading global customers in the dividers, badges and specialty card and bottles for premium brands in the consumer packaging, healthcare, 26 66 8 products from avery.com. Products are North American home and personal 28 16 56 automotive and consumer durable largely sold through distributors, mass care and food and beverage markets. segments. market and specialty retailers alongside complementary office supplies. Sales by Sector 26% 7% 67% Sales by Geography 27% 57% 16% Label Avery Container north Label America Europe Avery Emerging Container markets CCL Label represents of total CCL sales. 67% Avery represents of total CCL sales. 26% CCL Container represents of total CCL sales. 7% 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 2016; 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. 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 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. 2 0 1 5 L E T T E R T O S H A R E H O L D E R S Donald G. Lang Executive Chairman Geoffrey T. Martin president and Chief Executive officer CCL deLivered outst Anding performAnCe in 2015 with good org AniC growth, ACCretive ACquisitions And signifiCAnt mArgin exp Ansion At CCL LAbeL , substAntiAL profit gAins At Avery And A reCord yeAr At CCL ContAiner. sALes reAChed $3 biLLion for the first time in our history, $320 miLLion free CA sh fL ow* exCeeded net eArnings And return on equity peAked At 21.1% – ALL-time highs in every respeCt. our stoCk priCe moved from $126 A t the end of LA st yeAr to $224 A t the CL ose of 2015, driving mArket CApit ALizA tion in exCess of $7.5 biLLion. strong results in a fragile environment Despite the fragile global economy, CCL delivered solid 4.5% organic revenue growth with strong profitability improvement across all end markets and major economic regions of the world in which the Company operates. Reported sales increased 18% and adjusted net earnings, excluding restructuring and other costs, approached $300 million. All three reporting segments contributed to a record year, with adjusted basic earnings per share* (“adjusted EPS”) increasing 32% from $6.53 in 2014 to $8.61 in 2015. Foreign currency translation augmented earnings per share by 48 cents, although partially offset, especially in the first half of 2015, by currency transaction challenges relating to the stronger U.S. dollar and weaker euro in certain international markets. Restructuring charges and other expenses were $6 million in 2015 compared to $9 million in 2014, predominantly actions taken this year to improve the performance of recently acquired businesses and accruals for plant closures, especially the Avery facility in Meridian, Mississippi (“MS“). CCL Label Segment sales exceeded $2 billion for the first time in 2015; operating as CCL Label in three consumer packaging markets, Home & Personal Care, Healthcare & Specialty, Food & Beverage and as CCL Design in the durable goods space with particular emphasis on Automotive & Electronics. Our global network continues to build by acquisition, investment in greenfield sites and joint ventures, the latter typically in frontier geographies or gaining access to new technologies. In 2015, we commenced greenfield plant projects in Argentina, Mexico and South Korea while announcing a new venture to build a state-of-the-art in-mould label plant for injection moulded containers in the United States in partnership with Korsini-SAF from Turkey. This commitment to invest in facilities, new markets and advanced technologies gives us the scale, specialized operations and capabilities to support customers’ product launches, innovations and supply-chain initiatives around the world. CCL Label outperformed in 2015, increasing sales 18% over 2014 with good 5.7% organic growth in a fragile global economy. Emerging Markets represented approximately 19% of Segment revenue in a much changed business climate in many countries. Nevertheless, double-digit organic growth rates actually strengthened in Latin America, continued at our joint venture in Russia but, as expected, moderated significantly in Asia with gains in low single digits. In the developed world, North America posted low single-digit organic growth while Europe delivered high single-digit gains where our faster growing Food & Beverage and CCL Design businesses have 2015 Annual Report 1 2 0 1 5 LE T T E R T o S hA R Eh oL D E R S higher weighting. Excluding the impact of currency translation, worldwide sales increased 11.9% and operating income* improved 24.6% compared to 2014. All global market sectors and joint ventures performed at or above expectations. CCL Label’s 22.2% EBITDA* margin is a high water mark for the specialty packaging sector, improving 120 basis points over 2014, partly driven by better results from acquisitions completed since 2013. Home & Personal Care operations were challenged by slow growth developed world end markets for these consumer staples, despite improving economic factors in the United States and recovering post-crisis demand in southern Europe; Emerging Markets were also mixed. Double-digit gains in Latin America were, in part, due to the rise of the U.S. dollar, especially in Brazil, inflating the cost of raw materials in local currencies driving price increases across the supply chain. However, progress in Mexico was largely volume-based including market share wins. Asia recovered from the dramatic slowdown in the second half of 2014 in China; posting high single-digit 2015 organic growth along with markets in the Middle East. In difficult circumstances, the sector delivered organic growth globally broadly in line with results of key customers, augmented by the 2014 Sancoa acquisition, which strategically enhanced our position in North America. Underlying profit gains were posted everywhere except Europe, where the retail environment is more challenging for many customers. Signficantly improved results at the acquired Sancoa operations boosted North American profits where we also added capability and capacity investments for both tubes and labels. The Healthcare & Specialty sector delivered moderate sales and profit improvement globally in 2015. The North American Healthcare business had another strong year, especially in Canada, but this was somewhat offset by slow conditions reported by large agro- chemical customers, tough comparisions in the promotional business with the prior year influenced by the 2014 World Cup, and sales declines in pattern coated products. Results included a $2.0 million one time pre-tax gain on a property sale in the United States. The Sennett acquisition, now our Security Products business unit, performed better than expected for its first CCL quarter. Europe was mixed with improvements in France, Netherlands and Italy largely offset by declines in Scandinavia and the U.K., the balance modestly positive. Emerging Markets profits increased despite currency challenges in Brazil and poor results in Australia, driven by a problematic consolidation of two plants, more than offset by China moving into solid profitability after a prolonged start-up. Healthcare & Specialty remains the highest operating margin sector for CCL Label. The Food & Beverage business delivered outstanding results again in 2015, generating double-digit organic sales growth, significant profit improvement especially in Wine & Spirits, particularly in North America where the increase was substantial. Australia, Chile, Mexico, Russia and the U.K. all grew double digits in this space with excellent profit improvement; only results at the new acquisition in Germany were a little disappointing. In the beer, juice, water and carbonated soft drinks markets, strong growth continued globally for our patented, clear pressure sensitive wash-off labels for glass and PET bottles using our proprietary adhesive coating technology. The Sleeve business posted double-digit gains in sales and profits, especially in North America and Emerging Markets, most notably in Brazil. Results in Europe were also good, aided in the first half of the year by a fire at a major facility of a key competitor. We relocated to a larger facility in Turkey and started a new plant at our joint venture in Russia. Our new extruded film supply plant in Leipzig, Germany, posted a profit. The new Closures business delivered sizable profit gains as the 2014 Bandfix acquisition performed ahead of expectations. Capacity in the sector overall tightened significantly. We expect Food & Beverage growth rates to moderate in 2016 after two unusually strong years as we pause to invest in facility expansions and equipment to fuel growth capacity and bring new capabilities for the years ahead. CCL Design sales passed $350 million this year with solid organic growth augmented by acquisitions, underlined by the Worldmark transaction in the fourth quarter. Worldmark‘s combined 2015 pre- and post-acquisition revenue exceeded $200 million to leading, global OEM customers in the electronic device and IT industry, as featured on the front cover of our annual report. The new business has substantial operations in China plus manufacturing facilities in Mexico, Hungary and the U.K. with prototyping design centres in Silicon Valley and Taiwan. Worldmark brings important new end markets for CCL Design plus strong materials science development capability. In robust automotive markets globally, especially at German OEMs, core sales were up high single digits, with the Munich facility, acquired in 2013, delivering excellent results. North America posted solid performance, and we relocated the acquired INTA business to new premises where sales grew rapidly but with a significant profit drag as we corrected many operational issues. We broke ground at a major new facility in Guanajuato, Mexico, in the second half of 2015 and expect the plant to start up in late 2016. While underlying profit growth in the base business was significant, operating margins in this sector remain lower than Segment average; improved operational execution could bring important future expansion opportunities. 2 2015 Annual Report Avery Performance from our new consumer arm exceeded expectations for the second year running. We gained share in this important label category, growing sales significantly while adding comprehensively to the cost-out targets announced at the time of the acquisition. The combination delivered excellent results: $153 million operating income* on sales of $783 million, a margin of 19.5%. In 2015 Avery posted modest organic sales growth for the first time since 2000. Underlying profit gains exceeded 25%; including acquisitions and a currency tailwind, reported results increased almost 40%. Business in the United States benefited from the mix impact of higher margin Printable Media sales growth offsetting declining revenues in lower margin, back-to-school commodity binders for retail channels. We posted solid progress in Australia, Canada, Europe and Latin America despite pricing challenges in many countries with local currency devaluations to the strong U.S. dollar. The pc/nametag acquisition exceeded expectations, outperforming significantly. This encouraged us very late in the year to acquire our second direct marketing business, Mabel‘s Labels, based in Hamilton, Ontario, offering personalized identification labels designed for mothers with schoolchildren. We continue to focus on managing cost, particularly around categories facing commercial challenges, announcing the closure of our binder manufacturing plant in Meridian, MS. Simultaneously we began to plan a new state-of-the-art binder facility in Mexico and a main U.S. distribution centre in Dallas, Texas, both to come on line in late 2017, delivering $8 million in future annualized savings. Avery generates the highest return on total capital* of CCL Industries‘ three reporting Segments detailed in our financial statements. CCL Container 2015 was a record year for this business. Market demand for aerosols in the United States grew modestly, but favourable mix Segment wide and solid volume gains in Mexico drove 6% organic sales growth, doubling after positive currency translation, driving revenue to $226 million. Profits benefited from mix, lower commodity costs and a stronger U.S. dollar on export sales from Canada and Mexico more than offsetting higher raw material costs in local currency in Mexico. Operating income* reached a record $26.6 million and EBITDA* surpassed by nearly 5% the $40 million target set at the end of 2013 when announcing the planned closure of our plant in Penetanguishene, Ontario. Declines in the Canadian dollar the last three years restored profitability to this location with its entire output exported to the United States. Operating margins, however, remain below average for the Segment and customers still prefer to source locally. Exchange rates, cooperation from Canadian employees and customer understanding have created the opportunity to take time with a challenging consolidation. Preparing to absorb the transition, infrastructure investments completed at our U.S. operation in 2015 will follow in Mexico in 2016 with the consolidation now concluding in 2017. In mid-2015, our new joint venture with Rheinfelden commenced aluminum slug manufacturing in North Carolina. The plant is expected to incur start-up losses through much of 2016 until new furnaces and converting equipment build production to an optimum level. We expect the venture to contribute to profits in 2017. The aluminum aerosol industry previously had only one credible source in NAFTA countries with imports the only alternative. The new venture will supply both CCL and the industry at large. financial strength brings returns to shareholders CCL delivered record $320 million free cash flow* in 2015, approximately 107% of adjusted net earnings*. Despite a sizable acquisition in the fourth quarter, net debt to annualized EBITDA was just under one times at year-end. Working capital results remain best-in-class in our sector. Net of disposals, we invested $155 million in equipment and facilities to improve productivity, expand capabilities and add to geographic reach, compared to $164 million in depreciation and amortization expense. We expect capital expenditures in the range of depreciation and amortization for the foreseeable future with $195 million planned for 2016. CCL‘s balance sheet retains significant capacity to raise returns to shareholders. While accretive acquisitions have always been our priority, the annualized dividend payment more than doubled over the decade to 2013, and doubled again from $1.00 in March 2014 to $2.00 per Class B share by March 2016, a 33% increase over 2015 levels. Total shareholder return was 80% in 2015 and 716% measured over the past five years. With 96% of sales outside Canada, CCL provides domestic shareholders with considerable geographic risk diversification. The recent strength in the U.S. dollar, if sustained, could again provide an earnings translation tailwind in 2016. As we saw in the first half of 2015, this can also bring transaction challenges which might offset some or all of this benefit. Over the last 15 years CCL delivered shareholder value as a consolidator of small and medium-sized label businesses. In the past three years, we stepped up to handle larger transactions, the success of which is clear to see, but our balance sheet still holds considerable capacity as we go into 2016. While we expect to augment organic growth adding multiple tuck-in transactions year by year, we plan also to consider larger, transformative opportunities while keeping focus on the industry we understand. 2015 Annual Report 3 2 0 1 5 LE T T E R T o S hA R Eh oL D E R S global Leadership, governance and sustainability With 119 operations in 31 countries on 6 continents, CCL‘s management team reflects the diversity of the many places where we do business. Leadership brings deep industry experience, cultural understanding and entrepreneurial sense: a combination of energy and ideas for new directions from a younger generation tempered by wisdom from those around for three and even four decades as to where to invest and pitfalls to avoid. Our management philosophy is to “think global and act local” with authority and accountability decentralized under a common mission. Acquisitions and joint ventures bring us people with know-how in new geographies, technologies and end markets. Our corporate team‘s goals are to remain agile, minimalist, technically excellent and deeply focused on servicing the needs of all stakeholders. People will always be a key criteria for assessing acquisition opportunities. Early in 2015 Kathleen Keller-Hobson joined our Board adding further gender diversity, business and legal experience to our deliberations. CCL‘s Board of Directors continues to provide strong corporate governance acting in the interests of all shareholders while adding broad-based advice and counsel to management. CCL is committed to reducing the planetary impact of our products and services. New plants are built to exacting environmental standards involving renewable sources for energy and materials, while a number of existing plants certified operations to ISO 14001 and 16001 guidelines. Our CCL Design business develops products using low energy LED lighting systems. Many operations replaced wooden pallets and corrugated boxes with multi-trip returnable systems in collaborative logistic partnerships with suppliers and customers. Businesses using papers in the label making process offer preferred products from Forest Stewardship Council certified suppliers. Patented, wash-off, clear film pressure sensitive labels facilitate multi-trip use of glass bottles reducing waste going to landfill. CCL‘s tubes use post-consumer plastic resins and our aerosol manufacturing process has no landfill waste. Triple S® sleeves decorate PET beverage containers without adhesive or heat, allowing easy label removal in bottle recycling systems. We developed closed- loop liner waste recycling programs and down gauged films for pressure sensitive labels. Finally, in partnership with our large global consumer product customers, we participated in the “call for action“ from business at the United Nations Climate Change summit in Paris last November where governments and world leaders finally agreed targets for change. 2016 outlook Collapsing oil prices, volatile stock markets and currency exchange rates added to the air of uncertainty as 2016 began. So far we have seen no impact on CCL‘s immediate prospects with signficantly broadened exposure to many new end markets and geographies these last three years. However, like others, we are not immune to world events and economic pressures, but we do believe we are now more resilient in the face of difficulties and better able to prosper in good times. Our immediate focus is to sustain recent, dramatic, transformational improvements, conscious that these achievements are a floor for investors that have most recently joined us. Our minds are therefore also to the future and the next phase of CCL‘s development. Finally, we would like to thank our customers and suppliers for their partnership and support while recognizing the great contributions of our employees around the world – now topping 13,000 – for their creativity, entrepreneurial spirit, hard work and committment that we believe has made CCL such a dynamic and developing company. 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 2015 Annual Report F i n a n c i a l H i gHl i gHt 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 Per class B share Basic earnings Diluted earnings Adjusted basic earnings* Dividends As at December 31 Total assets Net debt* Total equity Net debt to total book capitalization* Return on equity (before other expenses)* Number of employees * A non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A. 2015 2014 % Change $ 3,039,112 $ 2,585,637 $ 608,413 $ 481,590 17.5% 26.3% 18.6% 9,104 216,566 36.3% 20.0% 6,023 295,078 9.7% 8.50 8.38 8.61 1.50 $ $ $ $ $ $ $ $ $ $ $ $ 8.4% 6.31 6.19 6.53 1.10 $ 3,582,305 $ 599,827 $ 1,621,878 $ 2,618,375 $ 437,196 $ 1,216,219 27.0% 21.1% 13,000 26.4% 20.1% 10,200 34.7% 35.4% 31.9% 36.4% 36.8% 37.2% 33.4% 27.5% 2015 Annual Report 5 M a n a g eMe n t ’ s D i s c u s s i o n a nD an a ly s i s Years ended December 31, 2015 and 2014 (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, 2015 and 2014. In preparing this MD&A, the Company has taken into account information available until February 25, 2016, unless otherwise noted. This MD&A should be read in conjunction with the Company’s December 31, 2015, year-end consolidated financial statements, which form part of the CCL Industries Inc. 2015 Annual Report dated February 25, 2016. 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 Chilean peso, the U.S. dollar, the euro, the Argentinian peso, the Australian dollar, the Brazilian real, the Chinese renminbi, the Danish krone, the Egyptian pound, the Japanese yen, the Korean won, the Mexican peso, the Philippine peso, the Polish zloty, the Russian ruble, the South African rand, the Swiss franc, the Thai baht, the Turkish lira, the U.A.E. dirham, 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 (the “Board”) have reviewed this MD&A to ensure consistency with the approved strategy of the Company and the results of the Company. i nDeX 7 1. corporate overview 7 A) The Company 8 B) Customers and Markets 8 C) Strategy and Financial Targets 11 D) Recent Acquisitions and Dispositions 12 E) Subsequent Events 12 F) Consolidated Annual Financial Results 15 g) Seasonality and Fourth Quarter Financial Results 18 2. Business segment Review 18 A) general 21 B) Label Segment 24 C) Avery Segment 25 D) Container Segment 27 E) Joint Ventures 28 3. Financing and Risk Management 28 A) Liquidity and Capital Resources 29 B) Cash Flow 29 C) Interest Rate, Foreign Exchange Management and other Hedges 30 D) Equity and Dividends 31 E) Commitments and other Contractual obligations 32 F) Controls and Procedures 32 4. Risks and uncertainties 38 5. accounting Policies and non-iFRs Measures 38 A) Key Performance Indicators and Non-IFRS Measures 43 B) Accounting Policies and New Standards 44 C) Critical Accounting Estimates 44 D) Related Party Transactions 45 6. outlook 6 2015 Annual Report F oRw A R D- L o oK I Ng IN F oR M AT IoN 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. include all Forward-looking statements 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 2016; 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. 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 . c oR P oRat e o VeRVi eW a) the company CCL Industries Inc. is the world’s largest converter of pressure sensitive and extruded film materials for a wide range of decorative, instructional and functional applications for large global customers in the consumer packaging, healthcare, automotive and consumer durables markets. Extruded plastic tubes, folded instructional leaflets, precision printed and die cut metal components with LED displays and other complementary products and services are sold in parallel to specific end- use markets. Avery is the world’s largest supplier of labels, specialty converted media and software solutions to enable short run digital printing in businesses and homes alongside complementary office products sold through distributors and mass market retailers. CCL’s Container Segment is a leading producer of impact extruded aluminum aerosol cans and bottles for consumer packaged goods customers in the United States, Canada and Mexico. Founded in 1951, the Company has been publicly listed under its current name since 1980. CCL’s corporate offices are located in Toronto, Canada, and Framingham, Massachusetts, United States. The corporate offices provide executive and centralized services such as finance, accounting, internal audit, treasury, risk management, legal, tax, human resources, information technology and environmental, health and safety and oversight of operations. CCL employs approximately 13,000 people in 119 production facilities located in North America, Latin America, Europe, Australia, Asia and the Middle East, including equity investments in Russia operating five facilities, the Middle East operating five facilities, Chile operating one facility, Thailand operating one facility and the United States, operating one aluminum slug facility supporting the Container Segment. The Company also has a label and tube license holder operating two plants in Indonesia. 2015 Annual Report 7 M a n a g eMe n t ’ s D i s c u s s i o n a nD an a ly s i s Years ended December 31, 2015 and 2014 (Tabular amounts in millions of Canadian dollars, except per share data) B) customers and Markets The state of the global economy and geopolitical events can affect consumer demand and ultimately CCL’s customers’ plans to promote competitive activity in their categories by developing marketing and sales 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. Avery has a dominant market-leading position for its products in North America, Europe and Australia. It also has a small developing presence in Latin America. The Container Segment operates only in North America including Mexico. There are three direct competitors in the Container business in the United States and one in Mexico. c) strategy and Financial targets CCL’s vision is to increase shareholder value through leading supply chain solutions and product innovations around the world. CCL builds on the strength of its people in marketing, manufacturing and product development; and nurtures strong relationships with its international, national, and regional customers and suppliers. The Company anticipates increasing its market share in most product categories by capitalizing on consumer insights and the growth of its customers, by following market developments such as globalization, new product innovation, branding and 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 customer sector 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. The Avery Segment has similar objectives aligned to applications in labels and specialty converted media that enable short run digital printing in businesses and homes. In 2015, the Label Segment augmented its Healthcare & Specialty operation in the United States with the acquisition of a specialty security printing business, and significantly expanded CCL Design with three acquisitions increasing its product depth and geographic presence in China, germany, Hungary, Mexico, the United States and the United Kingdom. The Avery Segment acquired two companies enhancing its printable media suite of software enabled digital print products for small business, home consumers as well as meeting planners in North America. CCL expects to continue improving the performance of the Container Segment, realizing further operational and financial advances subsequent to the completion of the restructuring plan in mid-2017. Furthermore, with the qualification of the Rheinfelden joint venture aluminum slug supply approved, the operation is proceeding to ramp up capacity and production with the expectation of reaching profitability in 2017. 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. The acquisition strategy includes seeking attractively priced targets 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, customer relationships and products to CCL’s portfolio. The Company’s financial strategy is to be fiscally prudent and conservative. The Company’s reported resilient financial results, ensuing strong cash flow, resulted in a strong balance sheet. 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. Just prior to the 2015 year end, CCL negotiated an amended syndicated US$1.2 billion unsecured revolving credit facility, which at December 31, 2015, provided US$720 million of undrawn capacity. 8 2015 Annual Report CCL maintains 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. The Company’s financial discipline and prudent allocation of capital has ensured sufficient available liquidity and a secure financial foundation for the foreseeable future. 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. Despite a substantial increase in the company’s equity base from retained earnings over the last five years, RoE increased dramatically compared to 2010 due to significant accretive earnings from acquisitions, as well as improved results in its legacy operations. 2015 RoE of 21.1% was a record for CCL: Return on equity 2015 21.1% 2014 20.1% 2013 15.8% 2012 11.4% 2011 10.7% 2010 9.5% Another metric used by the investment community as a comparative measure is return on total capital before goodwill impairment loss, restructuring and other items and tax adjustments (“RoTC,” a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below). The chart below details performance since 2010. CCL targets delivering returns in excess of its cost of capital and has improved its performance consistently since 2010. RoTC of 15.4% for 2015 was also a record despite the late fourth quarter debt financed acquisition of worldmark Ltd. (“worldmark”): Return on total capital 2015 15.4% 2014 14.1% 2013 11.9% 2012 9.5% 2011 8.3% 2010 6.7% The long-term growth rate of adjusted basic earnings per Class B share is another important and related financial target. This measure excludes goodwill impairment loss, restructuring and other items, tax adjustments, gains on business dispositions and non-cash acquisition accounting adjustments (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 has achieved significant positive growth in its adjusted basic earnings per share since 2010: EPS growth rate 2015 32% 2014 47% 2013 52% 2012 13% 2011 18% 2010 23% In 2015, adjusted basic earnings increased by 32% to $8.61 per Class B share. Improved earnings from acquired businesses over the past three years, in particular the new Avery Segment, contributed meaningfully to the significant increase in adjusted basic earnings per share. Excluding the impact of currency translation, adjusted basic earnings per share increased 22.8%. The Company believes continuing growth in earnings per share is achievable in the future as the global economy stabilizes; as operating efficiencies are solidified for the Container and Avery Segments post-restructuring and as CCL executes its global business strategies for the Label and Avery Segments. 2015 Annual Report 9 M a n a g eMe n t ’ s D i s c u s s i o n a nD an a ly s i s Years ended December 31, 2015 and 2014 (Tabular amounts in millions of Canadian dollars, except per share data) The Company will continue to focus on generating cash and effectively utilizing the cash flow generated by operations and divestitures. Earnings before net finance cost, taxes, depreciation and amortization, excluding goodwill impairment loss, earnings in equity accounted investments, non-cash acquisition accounting adjustments, 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. 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: EBITDA % of sales 2015 2014 2013 2012 2011 2010 $ 608.4 $ 481.6 $ 355.6 $ 254.6 $ 239.1 $ 219.8 20% 19% 19% 19% 19% 18% In 2015, EBITDA increased by approximately 19%, excluding the positive impact of foreign currency translation to an all-time best 20% of sales. 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 Company carries out its global growth initiatives. The framework supporting the above performance indicators 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 4.0 times net debt to EBITDA (a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below). As at December 31, 2015, net debt to EBITDA was 0.99 times compared to 0.91 times at December 31, 2014, despite the significant acquisitions made during the fourth quarter of 2015. This current level of leverage and profitability, including the expectation of significant future deleveraging from operating cash flow, would imply that CCL’s debt would be in the investment-grade category. This leverage level is consistent with management’s conservative approach to financial risk and the Company’s 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). This leverage level also allows the Company the flexibility to quickly execute its acquisition growth strategy, including larger targets, without significantly exposing its credit quality. The Board also believes that the dividend payout ratio (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 doubled the annualized rate since March 2014. The Board views this consistency and dividend growth as important factors in enhancing shareholder value. For 2015, as in 2014, the dividend payout ratio was 17% of adjusted earnings. This dividend payout ratio reflects the strong net earnings generated by newly acquired businesses in 2014 and 2015, as well as the improved results for the legacy operations of the Company. After careful review of the current year results and considering the cash flow and income budgeted for 2016, the Board has declared a 33.3% increase in the annual dividend; twelve and a half cents per Class B share per quarter, from $0.375 to $0.50 per Class B share per quarter ($2.00 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 the businesses it operates. 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. 10 2015 Annual Report D) Recent acquisitions and Dispositions CCL is a global company with significant diversification across the world economy including emerging markets, a broad customer base, with distinct product lines, and many different currencies. 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 February 2015, INT America LLC (“INTA”), a privately owned company based in Michigan, USA, for $2.9 million. INTA expanded CCL Design North America’s product offering in the automotive durable labels sector. • In February 2015, pc/nametag Inc. and Meetings Direct, LLC (“PCN”), privately owned companies with common shareholders, based in wisconsin, USA, for $37.6 million. PCN added to Avery North America’s printable media depth in the meetings and events planning industry. • In July 2015, Fritz Brunnhoefer GmbH (“FritzB”), a privately owned company based in Nurnburg, Germany, for $7.6 million. This new business expanded CCL Design’s presence in the german industrial and aerospace durable goods markets. • In October 2015, the assets of privately owned Sennett Security Products LLC and its wholly owned subsidiary Banknote Corporation of America Inc. (“BCA”) based in North Carolina, USA, for $45.7 million. This acquisition broadened the Label Segment’s technology base and product offering to include security labels, cards and document components. • In November 2015, the global operations of private equity owned Worldmark headquartered in East Kilbride, Scotland, for approximately $252.6 million. worldmark is a leading supplier of functional labels for the electronics sector. • In December 2015, Mabel’s Labels Inc. and Mabel’s Labels Retail Inc. (“Mabel’s”), privately owned companies with common shareholders based in ontario, Canada, for approximately $12.0 million. Mabel’s expanded the Avery Segment’s printable media platform into web-to-print personalized identification labels for children and families. • In February 2014, Sancoa and TubeDec (“Sancoa”), privately owned companies with a common controlling shareholder based in New Jersey, USA, for $73.1 million. Sancoa produces labels and tubes and is an integral part of the North American Home & Personal Care business. • In February 2014, DekoPak Ambalaj SAN. Ve Tic. A.S. (“Dekopak”), a privately owned company based in Istanbul, Turkey, for $4.7 million. Dekopak is a leading producer of shrink sleeve labels for global and domestic customers in Turkey. • In September 2014, Bandfix AG (“Bandfix”), a privately owned company based in Zurich, Switzerland, for $17.9 million. Bandfix produces Specialty labels for European customers, complementing CCL’s Healthcare & Specialty business. • In November 2014, Label Connections Ltd. (“LCL”), a privately owned company based in St. Neots, England, for $2.8 million. LCL is a leading supplier to the commercial graphic arts sector and was the first acquisition within the Avery Segment. • In December 2014, Druckerei Nilles GmbH (“Nilles”), a privately owned company based in Trittenheim, Germany, for $16.2 million. The Nilles wine label business was added to CCL’s Food & Beverage operations and the Nilles e-commerce platform became a new business unit within the Avery Segment. Strategically, CCL has positioned itself as a growing specialty packaging company. The acquisitions completed over the past few years, in conjunction with the building of new plants in Argentina, Thailand, Philippines, Korea and Russia have positioned the Label Segment as the global leader for labels in the personal care, healthcare, food & beverage, durables and specialty categories. Furthermore with the addition of Avery, CCL is now the world’s largest supplier of labels, specialty converted media and software solutions to enable short run digital printing in businesses and homes alongside complementary office products. 2015 Annual Report 11 M a n a g eMe n t ’ s D i s c u s s i o n a nD an a ly s i s Years ended December 31, 2015 and 2014 (Tabular amounts in millions of Canadian dollars, except per share data) e) subsequent events on January 21, 2016, CCL announced it had completed three transactions for the Label Segment. CCL acquired privately owned woelco Ag (“woelco”), a supplier of durable labels to the Industrial and Automotive customers near Stuttgart, germany, together with its subsidiaries in the United States and China, for approximately $27.0 million. CCL also acquired Label Art Ltd. and Label Art Digital Ltd., (“LAL”), privately owned companies with common shareholders, based in Dublin, Ireland, for approximately $15.0 million. LAL is a leading pressure sensitive label producer in Ireland with a focus on Healthcare & Specialty customers. Finally, CCL invested $6.0 million in cash to increase its stake to 75% in the tube manufacturing joint venture in Bangkok, Thailand, with Taisei Kako Co. Ltd. of Japan. Results for this business will be consolidated with a minority interest adjustment on a go-forward basis. 2015 3,039.1 2,179.7 415.1 444.3 3.5 (25.6) (6.0) 416.2 121.1 295.1 8.50 0.11 8.38 8.61 1.50 3,582.3 1,047.6 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2014 2,585.6 1,891.5 358.9 335.2 3.7 (25.6) (9.1) 304.2 87.6 216.6 6.31 0.22 6.19 6.53 1.10 2,618.4 802.0 $ $ $ $ $ $ $ $ $ 2013 1,889.4 1,414.0 256.7 218.7 1.9 (25.6) (45.2) 149.8 46.2 103.6 3.04 1.03 2.99 4.43 0.86 2,401.6 839.0 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 Basic earnings per Class B share Restructuring and other items loss per Class B share Diluted earnings per Class B share Adjusted basic earnings per Class B share Dividends per Class B share Total assets Total non-current liabilities 12 2015 Annual Report comments on consolidated Results Sales were a record $3,039.1 million in 2015, an increase of 17.5% compared to $2,585.6 million recorded in 2014. This improvement in sales can be attributed to acquisition related growth of 5.7% augmented by organic growth of 4.5% and the positive 7.3% impact from foreign currency translation. Consistent with CCL’s 2014 year, approximately 4.0% of CCL’s 2015 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. The 2015 and 2014 results have been positively impacted by the weakening of the Canadian dollar. The appreciation of the U.S. dollar and the U.K. pound by 15.8%, and 7.4%, respectively, was slightly offset by a 3.3%, 2.9% and 17.5% depreciation of the euro, Mexican peso and Brazilian real, respectively, relative to the Canadian dollar in 2015 compared to average exchange rates in 2014. Partially offsetting this translation trend, some of CCL’s foreign operations were negatively impacted by their local currency depreciation to the U.S. dollar on transactions. Earnings after cost of goods sold and selling, general and administrative (“Sg&A”) expenses in 2015 were $444.3 million, up $109.1 million from $335.2 million in 2014; primarily reflecting the impact of eleven acquisitions made over the last two years and significant organic growth in legacy operations in the current year with the corresponding incremental profitability. Sg&A expenses were $415.1 million for 2015, compared to $358.9 million reported in 2014. The increase in Sg&A expenses in 2015 relates primarily to the significant acquisitions made over the last two years as well as higher corporate expenses. Corporate expenses for 2015 were $52.3 million, compared to $34.7 million for 2014. The increase in corporate expenses relative to those in 2014 relates predominantly to an increase in executive long-term compensation expenses and an increase in director equity compensation expense connected to their deferred share unit (“DSU”) plan and is directly a result of the gain in the Company’s share price in 2015. Late in the fourth quarter of 2015, the settlement method for the director DSU plan was amended from a cash-settled plan to an equity-settled plan, specifically with treasury shares. Therefore future remeasurement to fair value will no longer be recorded, thereby no impact to corporate expenses, pending shareholder approval at the 2016 annual general meeting. operating income (a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below) for 2015 was $496.6 million, an increase of 34.3% compared to $369.9 million for 2014. Foreign currency translation positively impacted consolidated operating income by 7.6% for 2015 compared to 2014. The Label, Avery and Container Segments each improved operating income for 2015 by 30.7%, 39.8% and 48.6%, respectively compared to 2014. Further details on the business segments follow later in this report. EBITDA (a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below) in 2015 was $608.4 million, an improvement of 26.3% compared to $481.6 million recorded in 2014. Excluding the impact of currency translation, EBITDA increased by 18.9% over the prior year. Net finance cost was $25.6 million for 2015 and 2014 consisting of an increase in interest expense due to an increase in drawn debt offset by the increase in interest income due to higher cash balances for the year. 2015 Annual Report 13 M a n a g eMe n t ’ s D i s c u s s i o n a nD an a ly s i s Years ended December 31, 2015 and 2014 (Tabular amounts in millions of Canadian dollars, except per share data) For the full year 2015, restructuring cost and other items represented an expense of $6.0 million ($3.7 million after tax) as follows: • For the Avery Segment, $4.6 million ($3.0 million after tax), the majority of which was for the closure of the Meridian, Mississippi, binder manufacturing plant and final European severance costs. • For the Label Segment, $1.4 million ($0.7 million after tax) of which $2.7 million related to severance and other costs associated with the worldmark acquisition, $1.2 million of severance costs for the closure of a plant in France, $1.1 million of restructuring expenses related to the Bandfix acquisition partially offset by $3.6 million of forgone contingent consideration to be paid pertaining to the Dekopak acquisition. The negative earnings impact of these restructuring and other items in 2015 was $0.11 per Class B share. For the full year 2014, restructuring cost and other items represented an expense of $9.1 million ($7.5 million after tax) as follows: • For the Avery Segment, $1.6 million ($1.3 million after tax) representing the final European severance costs in CCL’s reorganization plan and trailing transaction fees associated with the acquisition of the business. • For the Label Segment, $7.5 million ($6.2 million after tax) primarily costs associated with the closure of a plant in France, severance expenses associated with the Designed & Engineered Solutions (“DES”) and Sancoa business acquisitions and transaction costs related to the six Label Segment acquisitions closed in 2014. The negative earnings impact of these restructuring and other items in 2014 was $0.22 per Class B share. In 2015, the consolidated effective tax rate was 29.3%, compared to 29.2% in 2014, excluding earnings in equity accounted investments. The combined Canadian federal and provincial statutory tax rate was 25.3% for 2015 (2014 – 25.3%). The slight increase in the effective tax rate for 2015 can be attributed to a release of valuation allowances, primarily due to the renewed profitability in Canada, offset by an increase in withholding taxes and other discrete tax addbacks in higher taxed jurisdictions. over 96% 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 if the Company earns a higher percentage of its income in higher tax jurisdictions or if the Company is not able to tax-benefit its future tax losses in certain countries. Net earnings for 2015 were $295.1 million, an increase of 36.2% compared to $216.6 million recorded in 2014 due to the items described above. Basic earnings per Class B share were $8.50 for 2015 versus the $6.31 recorded for 2014. Diluted earnings per Class B share were $8.38 for 2015 and $6.19 for 2014. 14 2015 Annual Report Adjusted basic earnings per Class B share (a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below) was $8.61 for 2015, up 31.9% from $6.53 in 2014. The movement in foreign currency exchange rates in 2015 versus 2014 had an estimated positive translation impact of $0.48 on adjusted 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 operation, where almost all sales and a significant portion of input costs are U.S. dollar-denominated. g) seasonality and Fourth Quarter Financial Results 2015 Sales Label Avery Container Total sales Segment operating income Label Avery Container $ $ $ Operating income Corporate expenses Restructuring and other items Earnings in equity accounted investments Finance cost, net Earnings before income taxes Income taxes Net earnings Per Class B share Basic earnings Diluted earnings Adjusted basic earnings $ $ $ $ Qtr 1 Qtr 2 Qtr 3 Qtr 4 Year 486.1 160.2 59.6 705.9 81.8 26.6 8.7 117.1 13.4 0.9 (0.5) 103.3 6.3 97.0 28.9 68.1 1.97 1.93 1.99 $ $ $ $ $ $ $ 468.9 198.2 54.4 721.5 71.9 45.3 5.4 122.6 13.0 — (0.2) 109.8 6.2 103.6 30.3 73.3 2.12 2.09 2.12 $ $ $ $ $ $ $ 522.2 233.1 57.6 812.9 81.6 46.5 6.2 134.3 12.4 0.9 (1.2) 122.2 6.3 115.9 34.1 81.8 2.36 2.33 2.34 $ $ $ $ $ $ $ 553.1 191.2 54.5 798.8 81.9 34.4 6.3 122.6 13.5 4.2 (1.6) 106.5 6.8 99.7 27.8 71.9 2.05 2.03 2.16 $ $ $ $ $ $ $ 2,030.3 782.7 226.1 3,039.1 317.2 152.8 26.6 496.6 52.3 6.0 (3.5) 441.8 25.6 416.2 121.1 295.1 8.50 8.38 8.61 2015 Annual Report 15 M a n a g eMe n t ’ s D i s c u s s i o n a nD an a ly s i s Years ended December 31, 2015 and 2014 (Tabular amounts in millions of Canadian dollars, except per share data) 2014 Sales Label Avery Container Total sales Segment operating income Label Avery Container $ $ $ Operating income Corporate expenses Restructuring and other items Earnings in equity accounted investments Finance cost, net Earnings before income taxes Income taxes Net earnings Per Class B share Basic earnings Diluted earnings Adjusted basic earnings Fourth Quarter Results $ $ $ $ Qtr 1 Qtr 2 Qtr 3 Qtr 4 Year 423.8 132.9 53.0 609.7 69.5 13.1 6.0 88.6 6.3 0.9 (0.1) 81.5 6.7 74.8 22.2 52.6 1.54 1.51 1.56 $ $ $ $ $ $ $ 423.8 174.2 52.4 650.4 56.0 28.4 4.8 89.2 7.4 1.1 (1.0) 81.7 6.3 75.4 20.1 55.3 1.61 1.58 1.63 $ $ $ $ $ $ $ 437.3 204.7 47.7 689.7 59.2 44.9 3.0 107.1 11.1 — (0.5) 96.5 6.6 89.9 26.8 63.1 1.83 1.79 1.83 $ $ $ $ $ $ $ 433.4 154.6 47.8 635.8 58.0 22.9 4.1 85.0 9.9 7.1 (2.1) 70.1 6.0 64.1 18.5 45.6 1.33 1.31 1.51 $ $ $ $ $ $ $ 1,718.3 666.4 200.9 2,585.6 242.7 109.3 17.9 369.9 34.7 9.1 (3.7) 329.8 25.6 304.2 87.6 216.6 6.31 6.19 6.53 Sales for the fourth quarter of 2015 improved 25.6% to $798.8 million, compared to $635.8 million recorded in the 2014 fourth quarter. Excluding currency translation, sales for the fourth quarter of 2015 increased by 15.9% compared to the prior year period. This increase was due to 7.1% of organic growth and 8.8% impact from acquisitions. The Label, Avery and Container Segments posted sales increases of 27.6%, 23.7% and 14.0%, respectively. operating income (a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below) in the fourth quarter of 2015 was $122.6 million, an increase of 44.2% from $85.0 million in the fourth quarter of 2014. For the fourth quarter of 2015 compared to the same period in 2014, the Label, Avery and Container Segments recorded improvements in operating income of 41.2%, 50.2% and 53.7% respectively. The improvement in the Label Segment was driven by strong results in North America and emerging markets; enhanced by the acquired BCA and worldmark businesses. Results for the Container Segment benefited from solid organic growth particularly in Mexico and a sharp appreciation of the U.S. dollar as all production from the Canadian plant is sold in the United States. operating income at the Avery segment was a stellar $34.4 million for the fourth quarter of 2015 compared to $22.9 million in the prior year period. Avery generated a fourth quarter return on sales of 18.0% (a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below), due to significantly improved results for North America. Foreign currency translation contributed an improvement of 9.8% to the consolidated operating income. EBITDA (a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below) for the fourth quarter of 2015 was $153.2 million, an increase of 37.2% compared to the $111.7 million for the 2014 comparable period. 16 2015 Annual Report Corporate expenses were $13.5 million in the fourth quarter of 2015, compared to $9.9 million recorded in the prior-year period. The change is attributable to increased executive long term variable compensation expense and director equity compensation expense connected to their DSU plan which is directly a result of the gain in the Company’s share price in the fourth quarter of 2015. Net finance cost was $6.8 million for the fourth quarter of 2015 compared to $6.0 million for the fourth quarter of 2014. This increase was attributable to the additional interest expense associated with the $270.0 million drawn on the revolving credit facility to fund the acquisition of worldmark during the fourth quarter of 2015. For the fourth quarter of 2015, restructuring cost and other items represented an expense of $4.2 million ($3.7 million after tax) entirely for the Label Segment. Severance costs of $2.8 million associated with the worldmark acquisition and severance costs of $1.4 million related to the closure of a plant in France. The negative earnings impact of these restructuring and other items for the 2015 fourth quarter was $0.11 per Class B share. For the fourth quarter of 2014, restructuring cost and other items represented a loss of $7.1 million ($6.1 million after tax) as follows: • For the Avery Segment, $1.5 million ($1.1 million after tax) representing the final European severance costs in CCL’s reorganization plan and trailing transaction fees associated with the acquisition of the business. • For the Label Segment, $5.6 million ($5.0 million after tax) primarily for costs associated with the closure of a plant in France, severance expenses associated with the DES business and transaction costs related to the Label Segment acquisitions closed in 2014. The negative earnings impact of these restructuring and other items for the 2014 fourth quarter was $0.18 per Class B share. Tax expense in the fourth quarter of 2015 was $27.8 million compared to $18.5 million in the prior year period. The effective tax rates for these two periods are 28.4% and 29.8%, respectively. The decrease in the effective tax rate, excluding earnings in equity accounted investments, resulted from a higher portion of the Company’s taxable income being earned in lower tax jurisdictions. The net earnings in the fourth quarter of 2015 were $71.9 million compared to net earnings of $45.6 million in last year’s fourth quarter. This increase reflects the items described above. Basic earnings per Class B share were $2.05 in the fourth quarter of 2015 compared to $1.33 in the fourth quarter of 2014. The movement in foreign currency exchange rates in the fourth quarter of 2015 compared to 2014 had an estimated positive impact on the translation of CCL’s basic earnings of $0.12 per Class B share. Adjusted basic earnings per Class B share (a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below) were $2.16 for the fourth quarter of 2015, an improvement of 43.0% compared to $1.51 in the corresponding quarter of 2014. summary of seasonality and Quarterly Results Historically, the seasonality of the Label and Container Segments had evolved such that the first and second quarters were generally 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. However, with the addition of Avery, the third quarter will be the strongest for CCL sales as Avery benefits from the “back-to-school” surge in North America. The final quarter of the year is negatively affected from a sales perspective in the Northern Hemisphere by Thanksgiving and globally by the Christmas and New Year holiday season shutdowns. Sales and net earnings comparability between the quarters of 2015 and 2014, were primarily affected by regional economic variances, the impact of dramatic foreign currency changes relative to the Canadian dollar, the timing of acquisitions and the effect of restructuring, tax adjustments and other items. 2015 Annual Report 17 M a n a g eMe n t ’ s D i s c u s s i o n a nD an a ly s i s Years ended December 31, 2015 and 2014 (Tabular amounts in millions of Canadian dollars, except per share data) 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 2015, primarily driven by organic growth and acquisitions. The Avery Segment quarterly results mirrored its expected seasonal pattern for 2015, posting robust results for the third quarter of the year reflecting the “back-to-school” intensity in North America. However, since the Avery acquisition in July of 2013, management has implemented initiatives that have reduced the magnitude of the third quarter back-to-school spike attributable to ring binder sales volumes. Therefore operating results for the other three quarters of 2015 improved over 2014 more significantly than the increase for the third quarter of 2015 compared to the third quarter 2014. 2015 annual return on sales in the Avery segment was a remarkable 19.5%. This seasonal pattern should continue in 2016. The Container Segment’s quarterly results were true to its seasonal pattern, however, the year-over-year sharp depreciation in the Canadian dollar to the U.S. dollar in the fourth quarter of 2015 bolstered the results for the Segment as all the production in the Canadian plant is sold to U.S. based customers. Net earnings in 2015 increased 36.2% compared to 2014. Adjusted basic earnings per Class B share (a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below), which excludes the impact of restructuring charges, was a record $8.61 for 2015, up 31.9% from $6.53 in 2014. 2 . Bu s i n e s s s e gMe n t ReVi eW a) general over the last decade, all divisions invested significant capital and management effort 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 management. CCL also makes strategic acquisitions for global competitive advantage, servicing large customers, taking advantage of new geographic markets, finding adjacent and new product opportunities, adding new customer segments, building infrastructure and improving operating performance across the Company. Since 2009, average annual capital spending has been broadly in line with annual depreciation expense. The new Avery Segment is less capital intensive as a percentage of sales than CCL’s legacy business. 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. Avery reaches its consumers, including small businesses, through distribution channels that include mass-market merchandisers, retail superstores, wholesalers, e-tailers, contract stationers, catalog retailing and direct to consumer e-commerce. Merger activity and store closures in these distribution channels can lead to short-term volume declines as customer inventory positions are consolidated. Avery is the leading brand in its core markets, with the principal competition being lower priced private label products. Avery has experienced secular decline in its core mailing address label product as e-mail and internet-based digital communication has grown rapidly. In response, Avery has developed innovative new products targeted at applications such as shipping labels and product identification. Avery has successfully launched its proprietary direct to consumer e-commerce label design software platform “wePrintTM”. In 2014, the acquisitions of LCL and Nilles expanded Avery’s digital print capabilities to the commercial graphic arts sector and e-commerce platform to custom designed roll fed labels in new markets around the world. In 2015, the acquisitions of PCN and Mabel’s further expanded Avery digital print offering to the meetings and events planning industry and personalized identification labels for children and families. growth in these new printable media products and in new markets for existing products has slightly exceeded the decline in volume for mailing applications and reestablished a growth rate for the Segment ahead of CCL’s expectation. It is also CCL’s expectation that Avery will continue to open up new revenue streams in short run digital printing applications. 18 2015 Annual Report 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 supply and demand economics within the petrochemical, energy and base metals 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. Consequently, the Container Segment successfully introduced pricing mechanisms in its customer contracts that passes through the fluctuations in the cost of aluminum as the commodity price changes on the London Metals Exchange (“LME”). 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 contracts based on size and complexity, including consideration for fluctuations in raw materials and packaging costs, manufacturing run lengths 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 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, leverage ratio, return on equity, return on total capital, free cash flow 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 adjusted earnings per per Class B share is a key metric that the Company monitors. It represents 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 strong customer service, process technology, the know-how of its people, market leading brand awareness and loyalty, and the ability to develop proprietary technologies and manufacturing techniques. 2015 Annual Report 19 M a n a g eMe n t ’ s D i s c u s s i o n a nD an a ly s i s Years ended December 31, 2015 and 2014 (Tabular amounts in millions of Canadian dollars, except per share data) 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 119 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 Label and Container Segments 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. Avery has a strong commitment to understanding its ultimate end users, actively seeking product feedback and using consumer focus groups to drive product development initiatives. Furthermore, it leverages the Label Segment’s applications and technology to deliver product innovation that aligns with consumer printable media trends. 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. A core attribute of Avery’s printable media products is the customized software to enable short run digital printing in businesses and homes. Avery recognizes that it is critical to relentlessly innovate in its software solutions to maintain its market leading position with consumers. Avery launched “wePrintTM” expanding its direct to consumer software solutions, and acquired Nilles’, PCN’s and Mabel’s e-commerce platforms to leverage acquired digital print software into the pre-existing Avery suite. within the Avery Segment, most products are sold under the market leading “Avery” brand, and with equal prominence in German speaking countries, the “Zweckform” brand name. The Company recognizes that in order to maintain the pre-eminent positions for Avery and Zweckform, it must continually invest in promoting these brands. The Company also acquired two important, distinct, ‘direct to consumer’ brands in 2015 with “pc/nametag” and “Mabel’s Labels”. Unique consumer insights result in successful easy-to-use products supported by the largest end user website in CCL’s industry, advertising, promotions and other brand development activities in a variety of communication mediums. Product quality, innovation and performance are recognized attributes to the success of these brands. The Company has deployed many initiatives to reduce the carbon footprint of its products and services. These include 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 patented “wash off” labels for reusable bottles, which lowers 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. 20 2015 Annual Report In addition to CCL’s dedication to preserving the environment, the Company recognizes it must be a socially responsible organization. CCL is committed to fair labour practices, maintaining a safe workplace and giving back to its employees and the communities in which it operates. The Company’s confidential ethics hotline allows employees to safely voice concerns and CCL’s Employee Assistance Program provides reassuring advice and support for anxieties outside the workplace. Business segment Results Segment sales Label Avery Container Total sales Operating income* Label Avery Container Segment operating income 2015 2014 $ 2,030.3 782.7 226.1 $ 3,039.1 $ $ 317.2 152.8 26.6 496.6 $ $ $ $ 1,718.3 666.4 200.9 2,585.6 242.7 109.3 17.9 369.9 * This 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 2015 was $496.6 million, an improvement of 34.3% compared to $369.9 million in 2014. The increase in operating income was attributable to the improvements in all of CCL’s Segments, Label, Avery and Container in 2015 compared to 2014. Excluding the impact of foreign currency translation, operating income increased by 26.7% over the prior year. Return on sales (a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below) increased to 16.3% in 2015 compared to 14.3% in 2014, primarily reflecting stellar results achieved in the Avery and Label Segments for 2015. B) label segment overview The Label Segment is the leading global producer of innovative label solutions for consumer product marketing companies in the personal care, food & beverage, household chemical and promotional segments of the industry, and also supplies regulated labels to major pharmaceutical, healthcare and industrial chemical customers plus long life labels to automotive, electronics and other durable goods companies. The Segment’s product lines include pressure sensitive, shrink sleeve, stretch sleeve, in-mould, precision printed and die cut metal and plastic components, expanded content labels, pharmaceutical instructional leaflets and plastic tubes. It currently operates 105 production facilities located in Canada, the United States (including Puerto Rico), Argentina, Australia, Austria, Brazil, Chile, China, Denmark, Egypt, France, Hungary, germany, Ireland, Italy, Japan, Korea, Mexico, the Netherlands, oman, Pakistan, Philippines, Poland, Russia, Saudi Arabia, Switzerland, Thailand, Turkey, United Arab Emirates, the United Kingdom and Vietnam. The five plants in Russia, five plants in the Middle East, one plant in Chile and a plant in Thailand are connected to the equity investments in CCL-Kontur, Pacman-CCL, Acrus-CCL and CCL-Taisei 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 most of its defined global label market sectors. Competition largely comes from single-plant businesses, often owned by private operators who 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 product breadth, global reach and scale of CCL Label. 2015 Annual Report 21 M a n a g eMe n t ’ s D i s c u s s i o n a nD an a ly s i s Years ended December 31, 2015 and 2014 (Tabular amounts in millions of Canadian dollars, except per share data) 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, healthcare and durable goods 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. 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, automotive, durable goods and specialty label categories. 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 still expected over the coming years, despite the slower conditions experienced in the second half of 2014 and all of 2015. 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 partly sourced from extruding, coating and laminating companies, using raw materials primarily from the petrochemical and paper industries. CCL Label also extrudes films and coats and laminates pressure sensitive materials and is generally able to mitigate the cost volatility of third party sourced materials 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. CCL Design now represents a significant fourth component of the Label Segment. Recent acquisitions of INTA, FritzB, woelco and most notably worldmark significantly expanded CCL Design, solidifying its global footprint and technological capabilities. There is a close alignment in label demand to consumer staples other than CCL Design, which is completely aligned to the automotive, electronics and durable goods industry. Management believes the Company will attain the sales volumes, geographic distribution and reach, mirroring those of its customers over the next few years through its focused strategy and by capitalizing on 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; further integration into their supply-chain at a global level and protection of their brands, particularly in markets where counterfeiting is rife. These requirements 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, major pharmaceutical companies and oEMs in the durable goods business. 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 2015 % Growth $ $ 2,030.3 317.2 15.6% 18.2% 30.7% $ $ 2014 1,718.3 242.7 14.1% Sales in the Label Segment for 2015 increased to $2,030.3 million, compared to $1,718.3 million in 2014. Foreign currency translation had a favourable impact of 6.3%. The Label Segment increased 5.7% from strong organic growth and 6.2% due to the positive benefit of seven acquisitions since the beginning of the 2014 year. 22 2015 Annual Report Sales in 2015 for North America increased low single digits compared to 2014, excluding the impact of currency translation and the acquisitions of Sancoa, INTA and BCA. The stronger U.S. dollar significantly augmented Canadian dollar reported revenues but profit margins were negatively impacted as raw materials are largely imported from the United States. Healthcare & Specialty results were mixed with significant improvement in Healthcare, partially offset by a soft Ag-Chem market reported by many global customers and slow promotional sales compared to a world Cup influenced prior year. Profitability was aided $2.0 million pre-tax by a fourth quarter gain on sale of a property in Memphis. The Home & Personal care business increased, benefiting from foreign currency translation and a full twelve months of Sancoa’s sales, offsetting a slow consumer market for these staples. Sales in the Food and Beverage sector improved on market share wins in both the Sleeve and wine & Spirit operations. Sales for CCL Design, increased only modestly despite continued strong demand in the automotive market but operating margins improved significantly year-over-year due to cost reduction and productivity initiatives. overall profitability, excluding the acquisitions, was up significantly due to strong performance in Healthcare & Specialty, good results in Home & Personal Care benefitting from strong improvement at Sancoa, a return to profitability in the Sleeve operation and substantial gains in the wine & Spirits sector. Including the results of the aforementioned acquisitions, return on sales improved notably in North America. European sales were up high single digits for 2015, excluding currency translation and the impact of acquisitions in the region compared to 2014. Solid results for the Home & Personal Care businesses in the UK, germany and Poland were more than offset by share loss and operational challenges of adjusting to customers moving production from locations in France. Healthcare & Specialty sales, excluding foreign currency translation, were up modestly compared to 2014 and profitability improved with good performances in France, Italy and the Netherlands partly offset by declines in the UK and Scandinavia. Results in Food & Beverage in local currencies, excluding the Dekopak acquisition, were again strong on continued good performance in the Sleeve business, new applications for pressure sensitive Beverage labels plus excellent results in the new Closures sector with solid contribution from Bandfix. Results in wine & Spirits improved in the UK but the Nilles performance in germany was a little disappointing. Sales and profitability improved significantly at the CCL Design business due to market share gains and the global success of german automobile oEM customers. Profitability improved significantly and especially comparatively as the prior year was impacted by a large german customer’s insolvency that resulted in a receivable write-off of $1.7 million. overall, European operating income, excluding acquisitions and currency translation, increased maintaining a comparable return on sales. The newly acquired businesses: FritzB and the European portion of worldmark met management expectations for the year but did not contribute meaningfully to results. Sales in Latin America increased double digits for 2015 compared to 2014 excluding the impact of currency translation. Sales improved in both Mexico and Brazil in all lines of business driven by market share gains and price increases attempting to recover the impact of local currency declines and its impact on imported raw material costs, especially in Brazil. operating income increased significantly in absolute terms and as a percent of sales, despite a lag in recovering the full impact of rising input costs, the economic recession in Brazil and start-up costs for CCL Design in Mexico and the new Home & Personal Care plant in Argentina. Results for the Latin American portion of worldmark met management expectations for the year but did not contribute meaningfully to results. Asia Pacific sales excluding currency translation and the Asian portion of the worldmark acquisition, increased low-single digits for 2015 compared to 2014. For the year, operations in China delivered solid sales growth in all lines of business due to market share wins on slower but still solid domestic demand. operating income improved significantly on productivity gains and the Tianjin Healthcare operation swinging to an operating profit in 2015 compared to an operating loss in 2014. ASEAN profitability expanded on a very significant increase in Thailand aided by rich mix and foreign exchange gains on customer contracts priced in euros. Results in Vietnam improved significantly while start-up costs were incurred in Korea and the Philippines. Australian results improved in wine & Spirits but poor performance in Healthcare, driven by a problematic facility consolidation, more than offset these gains. Sales in South Africa declined on currency related challenges and an unusually strong prior year that included a large Beverage product launch. overall profitability in the Asia Pacific region increased, inclusive of the start-up expenses for the Korean and Philippines operation. Results for the Asian portion of worldmark met management expectations for the year and will have a significant impact on the importance weighting of the region going forward. operating income for the Label Segment improved 30.7% to $317.2 million for 2015 compared to $242.7 million for 2014. Foreign currency translation had a positive effect of 6.1% on 2015 operating income compared to 2014. operating income as a percentage of sales was 15.6% in 2015 compared to the 14.1% return generated in the prior year. The exceptional return on sales stemmed from the significant margin improvements at the DES and the Sancoa acquisitions as well as strong performance from the Food & Beverage business. 2015 Annual Report 23 M a n a g eMe n t ’ s D i s c u s s i o n a nD an a ly s i s Years ended December 31, 2015 and 2014 (Tabular amounts in millions of Canadian dollars, except per share data) The Label Segment invested $145.9 million in capital spending in 2015 compared to $106.7 million last year partly offset by the sale of properties in New Jersey and Tennessee and some equipment disposals. The most significant capital investments for 2015 were related to the Home & Personal Care and CCL Design businesses in North America and the Food & Beverage sector globally. Capital expenditures in the Label Segment are expected to continue in line with depreciation in order to increase its capabilities, expand geographically and replace or upgrade existing plants and equipment. Depreciation and amortization for the Label Segment was $132.8 million in 2015 compared to $118.6 million in 2014. c) avery segment Avery is the world’s largest supplier of labels, specialty converted media and software solutions to enable short run digital printing in businesses and homes alongside complementary office products sold through distributors and mass market retailers. The products are split into two primary lines, (1) Printable Media including address labels, shipping labels, marketing and product identification labels, indexes and dividers, business cards, name badges and specialty media labels supported by customized software solutions, and (2) BoPwI including binders, sheet protectors and writing instruments. The majority of products in the Printable Media category are used by businesses and individual consumers consistently throughout a year; however, in the BoPwI category, North American consumers engage in the back-to-school surge during the third quarter. Most products are sold under the market-leading “Avery” brand and, with equal prominence in german-speaking countries, under the “Zweckform” brand name that is better known by consumers in this part of Europe as well as the direct to consumer “pc/nametag”, and from 2016, “Mabel’s Labels” brands. Avery operates ten manufacturing and four distribution facilities. Sales for Avery are principally generated in North America, Europe and Australia with a market leading position. There is a small developing presence in Latin America. Avery markets its products to consumers and small businesses through many channels that include the mass-market merchandisers, retail superstores, wholesalers, “e-tailers” and contract stationers. The business reaches consumers through marketing activities including avery.com, pcnametag.com and mabelslabels.com. Subsequent to CCL’s acquisition on July 1, 2013, Avery implemented a comprehensive restructuring plan to right size operations and the management organization. In addition to headcount reductions throughout the acquired business, the Company reduced its North American supply chain infrastructure closing the two facilities in Massachusetts. operations from these two facilities were reallocated to the remaining footprint in the United States and Mexico, and a new state-of-the-art manufacturing and distribution facility in whitby, ontario. The final steps associated with this restructuring initiative and the closure of the Meridian, Mississippi, manufacturing and distribution centre were announced in the third quarter of 2015. The label production from this facility will consolidate into the existing facility in Tijuana, Mexico, by mid-2016 and the binder manufacturing will transition to a new Mexican plant concluding after the 2017 back-to-school season. The majority of the aforementioned restructuring charges were taken in 2013 and 2014, but final charges of $4.6 million were recorded in 2015, with the expectation of reducing annual costs for Avery by approximately $8.0 million from 2018 onward. Although Avery remains the clear market leader in its industry, over the last decade it has experienced secular declines in its core mailing address label and other product lines vulnerable to the rise of internet-based digital communication and data storage mediums. In 2015, Avery posted a modest organic growth rate for the first time since 2000 under either CCL or prior ownership. growth in new printable media products and new markets for existing products exceeded the decline in products challenged by secular decline. avery segment Financial Performance Sales Operating income Return on sales $ $ 2015 782.7 152.8 19.5% % Growth 17.5% 39.8% $ $ 2014 666.4 109.3 16.4% Sales in the Avery Segment for 2015 were $782.7 million, an increase of 17.5% compared to the $666.4 million posted in 2014. Foreign currency translation had a favourable influence of 10.4%, the LCL, Nilles and PCN acquisition added 6.2% and organic growth added 0.9% for 2015. north american sales were up low single digits for 2015, excluding currency translation and the impact of acquisitions in the region compared to 2014. Printable Media products outperformed expectations with innovations and new distribution channels offsetting projected declines in the BoPwI category, particularly in the back-to-school oriented low margin ring binders. overall profitability improved dramatically across all categories due to new product and marketing initiatives, price increases, cost cutting and productivity programs implemented in 2013 and 2014. The newly acquired PCN recorded sales and profits above management expectations for 2015. Mabel’s acquired on the last day of the fiscal year will begin posting operating results in 2016. Return on sales in this region remains above the Segment average. 24 2015 Annual Report international sales are mostly generated from products in the Printable Media category, representing approximately 21.5% of the Avery Segment sales for 2015. Sales, excluding acquisitions and currency translation, declined mid-single digits with soft consumer markets in all geographies. A weaker euro and Australian dollar to the Canadian dollar also had a significant impact on absolute sales for 2015 compared to 2014 and the stronger U.S. dollar presented pricing and margin challenges with materials imported from the United States in certain countries. Profitability improved modestly compared to 2014 due to cost reduction programs and productivity initiatives. The acquired operations of LCL were consolidated with existing UK operations; results for the acquired Nilles digital print business did not materially impact results. operating income for 2015 increased 39.8% to $152.8 million compared to $109.3 million in 2014. Return on sales was an outstanding 19.5% for 2015 compared to 16.4% for 2014, reflecting the financial benefits achieved following the restructuring initiatives since the July 2013 acquisition. The Avery Segment invested $13.8 million in capital spending for 2015 compared to $25.0 million for 2014. The expenditures in 2015 were primarily for equipment additions in North America to reduce supply chain cost within the BoPwI category and equipment to support digital print capabilities for Printable Media, significantly offset by the sale of the property in Chicopee, Massachusetts. In 2014, expenditures were primarily for equipment upgrades and the purchase of the key manufacturing facility in germany. Depreciation and amortization for the Avery Segment was $15.1 million for 2015 compared to $12.9 million for 2014. Capital expenditures for the Avery segment in 2016 will largely be in support of the aforementioned restructuring initiative to build a new binder manufacturing facility in Mexico. D) 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. 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. In North America, there are three 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 Container Segment currently operates from five plants, two each in the United States and Mexico and one in Canada. The Canadian operation for the last number of years has exported its entire output into the United States while posting operating losses since the economic downturn in 2009 through 2013. Therefore, during the fourth quarter of 2013, the decision was made to close the Canadian operation and redistribute the sales volume to the existing Container operations. The immediate plan for this Segment is to focus on improving overall profitability in the United States and growing CCL’s presence in Mexico, while redeploying the equipment from the Canadian operation through mid-2017. In December 2014, CCL contributed a 50% equity investment in Rheinfelden Americas, LLC (“Rheinfelden”), a newly established joint venture with Rheinfelden Semis gmbH, a leading german producer of aluminum slugs. This new facility in North Carolina will provide an alternate source of aluminum slugs in North America. Product innovation remains a strategic focus for the Segment, investing significant resources in the development of innovatively shaped and highly decorated containers for existing and new customer applications. 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 and the associated “premiums” charged over and above for its supply have been extremely volatile in the past few years and continue to have the largest impact on manufacturing costs for the Container Segment requiring disciplined focus on managing selling prices to CCL’s customers. 2015 Annual Report 25 M a n a g eMe n t ’ s D i s c u s s i o n a nD an a ly s i s Years ended December 31, 2015 and 2014 (Tabular amounts in millions of Canadian dollars, except per share data) Aluminum trades as a commodity on the LME and the Container Segment uses pricing mechanisms in its customer contracts that pass through the fluctuations in the cost of aluminum to its customers. 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 14.2% of its 2015 volume but has only hedged 12.6% and 4.9% of its expected 2016 and 2017 requirements, respectively, and all, including matured 2015 hedges, were matched to fixed-price customer contracts. Existing hedges are priced in the US$1,630 to US$1,810 range per metric ton. The unrealized loss on the aluminum futures contracts as at December 31, 2015, was $1.1 million. Pricing for aluminum in 2015 ranged from US$1,420 to US$1,920 per metric ton, compared to US$1,640 to US$2,120 per metric ton in 2014. Management believes that the aluminum container business can continue to improve levels of profitability in the coming years with increased demand, continued pricing discipline and by driving greater operational efficiencies with a newly reorganized manufacturing footprint in the United States and Mexico. The aluminum container continues to be generally perceived as 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. 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 re-sealable 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. container segment Financial Performance Sales Operating income Return on sales $ $ 2015 226.1 26.6 11.8% % Growth 12.5% 48.6% $ $ 2014 200.9 17.9 8.9% For 2015, the Container Segment posted sales of $226.1 million compared to $200.9 million in 2014. The 12.5% increase in sales can be attributed to organic growth of 6.2% and a 6.3% positive impact of currency translation. Volume declines principally in the Canadian operation were offset by price and mix improvements in the U.S. operation. Volumes in Mexico improved, and strong export demand priced in U.S. dollars and currency related domestic price increases more than offset the impact of a weaker peso on imported aluminum. Prior year results for the Mexican operation were negatively impacted by start-up costs associated with the first production line moved from the Canadian plant. The Segment also benefitted from significantly lower aluminum costs and “mid-west premiums” year-over-year on spot sales to customers without contractual pricing agreements. As a result operating income improved 48.6%, and return on sales improved to 11.8% for 2015 compared to return on sales of 8.9% for 2014. At current exchange rates the planned closure of the Canadian operation and redistribution of its manufacturing equipment to existing operations in the U.S. and Mexico has been postponed until the second half of 2017; consequently, there were no equipment relocation expenses incurred in 2015 compared to $0.5 million in 2014. The Company has budgeted a further $3.5 million of move costs to be incurred over the balance of the relocation initiative. when announcing, in late 2013, the closure of the Canadian facility and redistribution of the business to the remaining plants, management had expected annualized operating improvements totalling $10.0 million. These savings have now been realized through exchange rate benefits and other operational improvements. The Container Segment invested $12.5 million of capital in 2015 compared to $20.1 million last year. The majority of the 2015 expenditures were for the previously announced facility expansion and installation of new manufacturing equipment at the U.S. operation to enable the efficient redistribution of part of the Canadian plant’s equipment. Depreciation and amortization in 2015 and 2014 were $15.2 million and $14.1 million, respectively. 26 2015 Annual Report e) Joint Ventures For the years ended December 31 Sales (at 100%) Label joint ventures Earnings (losses) in equity accounted investments Label joint ventures Rheinfelden 2015 106.7 106.7 9.1 (2.4) 6.7 $ $ $ $ $ $ $ $ 2014 84.6 84.6 7.3 — 7.3 +/- 26.1% 26.1% 24.7% n.m. (8.2)% The following investments affected the financial comparisons for the year ended December 31, 2015: • In July 2015, the Company signed a binding agreement with Korsini-SAF to create a North American “in-mould” label joint venture. The partners will invest approximately $20.0 million between them, in a combination of debt and equity, each owning 50% of the new company. The initial capital investment was completed in January of 2016, while trading is not expected to commence until early 2017. • In January 2014, the Company acquired an additional 12.5% equity interest in Acrus-CCL, the Chilean wine label joint venture, for US $1.2 million increasing its total ownership to 62.5% of the equity. • In December 2014, CCL contributed a 50% equity investment in Rheinfelden, a newly established joint venture with Rheinfelden Semis gmbH, a leading german producer of aluminum slugs. The initial equity investment of $4.5 million by both parties along with $13.5 million in debt financing will be used to create an alternate source of aluminum slugs in North America. Results from the joint ventures in CCL-Kontur, Russia; Pacman-CCL, Middle East; Acrus-CCL, Chile; CCL-Taisei, Thailand; and Rheinfelden Americas, United States, are not proportionately consolidated into the Label or Container 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 increased significantly at CCL-Kontur, while profit almost doubled net of translation for 2015 compared to 2014 as share gains partly derived from interest rate increases following the ruble’s depreciation negatively affected the liquidity of many local competitors. Results included start-up losses at the new shrink sleeve manufacturing facility financed entirely by bank debt. Pacman-CCL posted significantly improved profitability and contributed meaningfully to overall earnings for 2015. For 2015, Acrus-CCL posted significant sales gains and more than doubled profitability compared to 2014. The construction of CCL-Taisei’s new tube plant is complete and nominal trading commenced during the second half of 2015; however start-up losses partially offset profitability improvements at the other label joint ventures. Rheinfelden Americas, the aluminum slug joint venture incurred expected start-up losses for the year, which are expected to continue for much of 2016 with profitability targeted for 2017. with qualification of the new plant’s output in late 2015, a second round of debt financing has been authorized to acquire capital equipment for production optimization. Earnings in equity accounted investments amounted to $3.5 million for 2015 compared to $3.7 million for 2014. 2015 Annual Report 27 M a n a g eMe n t ’ s D i s c u s s i o n a nD an a ly s i s Years ended December 31, 2015 and 2014 (Tabular amounts in millions of Canadian dollars, except per share data) 3 . Fi n a n c i n g a nD Ri sK Ma n ag eMe n t a) liquidity and capital Resources The Company’s leverage ratio is as follows: For the years ended December 31 Current debt Long-term debt Total debt(1) Cash and cash equivalents Net debt(1) EBITDA Net debt to EBITDA(1) $ $ $ 2015 167.1 838.4 1,005.5 (405.7) 599.8 608.4 0.99 $ $ $ 2014 59.1 600.0 659.1 (221.9) 437.2 481.6 0.91 (1) Total debt, net debt and net debt to EBITDA are non-IFRS measures. See “Key Performance Indicators and Non-IFRS Measures” in Section 5A below. In December of 2015, the Company signed an amended five-year US$1.2 billion revolving credit facility with a syndicate of banks. outstanding debt on the previous revolving and non-revolving syndicated credit facilities were rolled into this amended facility. This amended facility incurs interest at the applicable domestic rate plus an interest rate margin linked to the Company’s net debt to EBITDA. The Company’s debt structure at December 31, 2015, was comprised of three private debt placements completed in 1998, 2006 and 2008 for a total of US$239.0 million (C$330.8 million) and outstanding debt totalling $653.9 million under the amended revolving facility. on March 7, 2016, US$110.0 million of private placement debt comes to maturity; consequently, the current portion of long- term debt has increased compared to December 31, 2014. outstanding contingent letters of credit totalled $3.6 million; accordingly there was US$720.4 million of unused availability on the revolving credit facility at December 31, 2015. In addition, the Company had uncommitted and unused lines of credit of approximately US$5.0 million at December 31, 2015. 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. The Company may elect to repay the aforementioned private placement debt coming due in early 2016 with unused lines of credit or cash on its balance sheet. Net debt (a non-IFRS financial measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below) was $599.8 million at December 31, 2015, $162.6 million higher than the net debt of $437.2 million at December 31, 2014. The increase in net debt was primarily attributable to the additional debt drawn to acquire worldmark and the translation impact on foreign currency denominated debt partially offset by the increase in cash and cash equivalents. Net debt to EBITDA (a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below) increased slightly to 0.99 times as at December 31, 2015, compared to 0.91 times at the end of 2014 due to the increase in net debt relative to the increase in EBITDA. However, the measure remains very strong just below 1.0 times. The Company’s overall average finance rate was 3.1% as at December 31, 2015, compared to 3.6% as at December 31, 2014. The decrease in the average finance rate was caused by the Company’s increase in drawn debt under the syndicated credit facility, which incurs interest at lower variable rates. The Company is unable to repay, without prohibitive penalties, its fixed rate private placements, which incur an average finance rate of 6.2%. 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 17.4 times and 13.1 times in 2015 and 2014, respectively, indicative of improved earnings for CCL and the low cost of financing under the revolving credit facility. 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. 28 2015 Annual Report B) cash Flow summary of cash Flows Cash provided by operating activities Cash provided by (used in) financing activities Cash used for investing activities Effect of exchange rates on cash Increase in cash and cash equivalents Cash and cash equivalents – end of year 2015 475.3 190.8 (511.3) 29.0 183.8 405.7 $ $ $ 2014 403.5 (138.2) (255.2) 2.7 12.8 221.9 $ $ $ In 2015, cash provided by operating activities was $475.3 million, compared to $403.5 million in 2014. Free cash flow from operations (a non-IFRS measure; see “Key Performance Indicators and Non-IFRS Measures” in Section 5A below) reached $320.7 million for 2015 compared to $264.1 million in the prior year. The increase in operating cash flow and free cash flow from operations was primarily attributable to an increase in net earnings, continued improvement in non-cash working capital items partially offset by an increase in income taxes paid. 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 9 days at December 31, 2015, and December 31, 2014. Cash provided by financing activities in 2015 was $190.8 million, consisting of net debt borrowings of $224.8 million, primarily used to finance the worldmark acquisition and proceeds from the issuance of shares of $18.3 million due to the exercise of stock options partially offset by dividend payments of $52.3 million. In 2014, financing activities consumed $138.2 million primarily for the repayment of syndicated debts. Cash used for investing activities in 2015 of $511.3 million was primarily for the acquisitions totalling $356.7 million and net capital expenditures of $154.6 million (see below). Consequently, cash and cash equivalents increased by $183.8 million in 2015 to $405.7 million. Capital spending in 2015 amounted to $172.2 million and proceeds from capital dispositions were $17.6 million, resulting in net capital expenditures of $154.6 million, compared to $139.3 million in 2014. Net capital spending was slightly less than annual depreciation and amortization expense. 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 2015 amounted to $164.1 million, compared to $146.4 million in 2014. c) interest Rate, Foreign exchange Management and other Hedges The Company periodically 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, less than 5% of its 2015 sales to end-use customers are denominated in Canadian dollars, and 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 does not use financial instruments to hedge its U.S. dollar foreign exchange risk. Container Segment U.S. dollar-denominated sales to the United States from its Canadian operation are now largely balanced by U.S. dollar denominated purchases at the Label and Avery Segment operations located in Canada. 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 interest rate swap agreements (“IRSAs”) to allocate notional debt between fixed and floating rates. 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. 2015 Annual Report 29 M a n a g eMe n t ’ s D i s c u s s i o n a nD an a ly s i s Years ended December 31, 2015 and 2014 (Tabular amounts in millions of Canadian dollars, except per share data) As at December 31, 2015, the Company had an IRSA in place converting US$80.0 million of floating rate debt (hedging a portion of the non-revolving syndicated credit facility) into fixed rate debt as the majority of the Company’s debt is floating rate debt. This IRSA expires in September 2016. 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, 2015, the Company’s exposure to credit risk arising from derivative financial instruments was nil. The effect of interest on these swap agreements was to increase net finance cost by $0.8 million in 2015 (2014 – increase by $0.7 million). As at December 31, 2015, the Company had US$447.0 million, EUR 61.6 million and gBP134.0 million drawn under the private debt placement and revolving credit facility, which are hedging a portion of its US$-based, euro-based and gBP-based investments and cash flows. The only other material hedges in which the Company is involved are the aluminum futures contracts discussed in Section 2D: “Container Segment.” D) equity and Dividends summary of changes in equity For the years ended December 31 Net earnings Dividends Settlement of exercised stock options Shares released from trust, net of purchase of shares for trust Contributed surplus on expensing of stock options and stock-based compensation plans Defined benefit plan actuarial losses, net of tax Increase in accumulated other comprehensive income Increase in equity Equity Shares issued at December 31 – Class A (000s) – Class B (000s) $ $ $ 2015 295.1 (52.1) 22.3 6.5 24.3 1.2 108.4 405.7 1,621.9 2,368 32,729 $ $ $ 2014 216.6 (37.7) 10.7 0.2 14.3 (9.1) 3.1 198.1 1,216.2 2,368 32,325 In 2015, the Company declared dividends of $52.1 million, compared to $37.7 million declared in the prior year. As previously discussed, the dividend payout ratio in 2015 was 17% (2014 – 17%) of adjusted earnings and below the Company’s targeted payout rate of approximately 25% of adjusted earnings. After careful review of the current year’s results and considering the cash flow and income budgeted for 2016, the CCL Board of Directors has declared a 33.3% increase in the dividend; twelve and a half cents per Class B share per quarter, from $0.375 to $0.50 per Class B share ($2.00 per Class B share annualized). If 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 Company did not repurchase any of its shares for cancellation in 2015. 30 2015 Annual Report e) commitments and other contractual obligations The Company’s obligations relating to debt, leases and other liabilities at the end of 2015 were as follows: December 31, 2014 December 31, 2015 Payments Due by Period Carrying Amount Carrying Amount Contractual Cash Flows 0–6 Months 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 Unsecured syndicated bank credit facility Other long-term obligations Interest on unsecured senior notes Interest on unsecured syndicated bank credit facility Interest on other long-term debt Trade and other payables Derivative financial liabilities Outflow – CF hedges Interest on derivatives Accrued post-employment benefit liabilities Operating leases 2.4 10.8 276.8 5.7 362.6 0.8 * — — 519.4 0.8 * * — $ 1.3 $ 11.4 330.5 8.0 1.3 11.4 330.8 8.0 $ 0.5 0.1 152.2 1.5 $ 0.5 10.5 — 1.4 $ 653.9 0.4 * — — 711.0 1.4 * * — 653.9 0.4 27.0* 46.8* 1.6 711.0 1.1 0.4* — 0.2 — 4.9 0.6 711.0 1.1 0.2 — 0.2 6.8 5.3 0.5 — — 0.2 44.7* 95.1 1.5 10.8 1.5 10.8 0.3 0.2 — 2.6 — — 12.2 10.6 0.3 — — — 5.2 17.8 $ $ — 0.5 178.6 2.3 653.9 — 8.0 26.0 0.2 — — — — 0.1 — 0.2 — — — — — — — — 15.7 32.7 20.8 23.0 Total contractual cash obligations $ 1,179.3 $ 1,717.9 $ 1,933.5 $ 884.6 $ 37.7 $ 49.2 $ 917.9 $ 44.1 * Accrued long-term employee benefit and post-employment benefit liability of $2.1 million, accrued interest of $7.3 million on unsecured senior notes and unsecured syndicated bank credit facility and accrued interest of nil on derivatives are reported in trade and other payables in 2015 (2014 – $2.6 million, $6.5 million and nil, respectively). Pension obligations our Company sponsors a number of defined benefit plans in countries that give rise to accrued post-employment benefit obligations. The accrued benefit obligation for these plans at the end of 2015 was $200.8 million (2014 – $180.8 million) and the fair value of the plan assets was $67.2 million (2014 – $63.0 million), for a net deficit of $133.6 million (2014 – $117.8 million). Contributions to defined benefit plans during 2015 were $5.2 million (2014 – $4.0 million). The Company expects to contribute $19.7 million to the pension plans in 2016, inclusive of defined contribution plans. These estimated funding requirements will be adjusted annually, based on various market factors such as interest rates, expected returns and staffing assumptions, including compensation and mortality. The Company’s contributions are funded through cash flows generated from operations. Management anticipates that future cash flows from operations will be sufficient to fund expected future contributions. Details of the Company’s pension plans and related obligations are set out in note 19, Employee Benefits, of the consolidated financial statements. other obligations and commitments The company has provided various loan guarantees for its joint ventures and associates totaling $40.8 million. There are no other material “off-balance sheet” financing obligations except for typical long-term operating lease agreements. The nature of these commitments is described in note 25 of the consolidated financial statements. There are no defined benefit plans funded with CCL stock. 2015 Annual Report 31 M a n a g eMe n t ’ s D i s c u s s i o n a nD an a ly s i s Years ended December 31, 2015 and 2014 (Tabular amounts in millions of Canadian dollars, except per share data) 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, 2015, 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. 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, 2015. There were no material changes in internal control over financial reporting in the financial year ended December 31, 2015. 4 . Ri sK s a nD u n c eR ta i 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 durables 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 as follows: uncertainty Resulting from a 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 due to 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. 32 2015 Annual Report Potential Risks Relating to significant operations in Foreign countries The Company operates plants in North America, Europe, Latin America, Asia, Australia and the Middle East. Sales to customers located outside of Canada in 2015 were 96% of the Company’s total sales, a level similar to that in 2014. 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 2015, 53% and 27% 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 2015 were 16% of the Company’s total sales. In addition, the Company has equity accounted investments in Chile, Russia, Thailand, the United States and the Middle East. There are risks associated with operating a decentralized organization in 119 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, 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 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. Restructuring of the container segment The Container Segment has commenced a restructuring plan that encompasses the closure of its Canadian operations and redistribution of its operations to the Segment’s other locations in the United States and Mexico. The success or failure of this restructuring initiative could have a material impact on the financial condition and results of operations of the Company. Foreign exchange exposure and Hedging activities Sales of the Company’s products to customers outside Canada account for approximately 96% 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 will 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. 2015 Annual Report 33 M a n a g eMe n t ’ s D i s c u s s i o n a nD an a ly s i s Years ended December 31, 2015 and 2014 (Tabular amounts in millions of Canadian dollars, except per share data) 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. integration and Restructuring of Worldmark The Company acquired the global operations of worldmark on November 6, 2015, and immediately commenced detailed investigations and analysis of the restructuring that will be required at worldmark. worldmark has 1,900 employees, six manufacturing plants in China, one in each of Hungary, Mexico and Scotland and strategically located design and prototyping centres around the world. The size, geographic scope and complexity of worldmark’s operations exceeds the typical acquisition of CCL and therefore integration and restructuring initiative is more complex and time consuming. The initial assessment has resulted in a restructuring charge of $2.7 million for the year ended December 31, 2015. The restructuring and integration initiative will continue for the next twelve months. A failure to integrate and restructure the acquired business in a timely and effective manner 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. Another key aspect to CCL’s growth strategy includes increased development of the Company’s presence in emerging markets that could create exposure to unstable political conditions, economic volatility and social challenges. If the Company cannot adjust to its anticipated growth, results of operations may be materially adversely affected. 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. This outcome could have a material adverse effect on the business, financial condition and results of operations of the Company. 34 2015 Annual Report Realization of Deferred tax assets The Company needs to generate sufficient taxable income in future periods in certain foreign and domestic tax jurisdictions, to realize the tax benefit. If there is a significant change in time period within which the underlying temporary difference or loss carryforwards become taxable or deductible, the Company may have to revise its valuation allowance against deferred tax assets. This could result in an increase in the effective tax rate and could have a material adverse effect on future results. Changes in statutory tax rate may change the deferred tax asset or liability, with either a positive or negative impact on the effective tax rate. The computation and assessment of the ability to realize of the deferred tax asset balance is complex and requires significant judgement. New legislation or change in underlying assumptions may have a material adverse effect on the business, financial condition and results 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 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 two largest customers combined accounted for approximately 14% of consolidated revenue for fiscal 2015. The five largest customers of the Company represented approximately 26% of the total revenue for 2015 and the largest 25 customers represented approximately 51% 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 and office retail superstores 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. 2015 Annual Report 35 M a n a g eMe n t ’ s D i s c u s s i o n a nD an a ly s i s Years ended December 31, 2015 and 2014 (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 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. Decline in address Mailing labels Since the advent of email, traditional mail volumes have declined and more significantly over the past decade. Address labels used for traditional mail has historically been a core product for the Avery business. There is a direct correlation of address label sales volumes to the quantity of mail in circulation in each of the markets in which Avery operates. Accordingly, a further dramatic decline in traditional mail volume, without the introduction of offsetting new consumer printable media applications in Avery, could have a material adverse effect on the business, financial condition and results of operations of the Company. new Product Developments The packaging and printable media industries are continually evolving based on the ingenuity of the Company’s competitors, 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, a material adverse effect on the business, financial condition and results of operations of the Company could occur. 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. 36 2015 Annual Report 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 licenses 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 licenses. The Company may not be successful in developing such an alternative or obtaining a license 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. 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 ten 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. Material Disruption of information technology systems The Company is increasingly dependent on information technology systems to manufacture its products, process transactions, respond to customer questions, manage inventory, purchase, sell and ship goods on a timely basis and maintain cost-efficient operations as well as maintain its e-commerce websites. Any material disruption or slowdown of the systems, including a disruption or slowdown caused by CCL’s failure to successfully upgrade its systems, system failures, viruses or other causes, could have a material adverse effect on the business, financial condition and results of operations of the Company. If changes in technology cause the Company’s information systems to become obsolete, or if CCL’s information systems are inadequate to handle the Company’s growth, CCL could incur losses and costs due to interruption of its operations. CCL maintains information within its IT networks and on the cloud proprietary to operating its business as well as confidential personal employee and customer information. The secure maintenance of this information is critical to the operations and reputation of the Company. CCL invests in hardware and software to prevent the risk of intrusion, tampering and theft. Any such unauthorized breach of the Company’s IT infrastructure could compromise the data maintained causing a significant disruption in operations or meaningful harm to CCL’s reputation resulting in a material adverse effect on financial results. impairment in the carrying Value of goodwill and indefinite life intangible assets As of December 31, 2015, the Company had over $1.0 billion of goodwill and indefinite life intangible assets on its statement of financial position, the value of which is reviewed for impairment at least annually. The assessment of the value of goodwill and intangible assets 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 and intangible assets 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 equity. 2015 Annual Report 37 M a n a g eMe n t ’ s D i s c u s s i o n a nD an a ly s i s Years ended December 31, 2015 and 2014 (Tabular amounts in millions of Canadian dollars, except per share data) share Price Volatility Changes in CCL’s stock price may affect the Company’s access to, or cost of financing from capital markets and may affect stock-based compensation arrangements. CCL’s stock price has appreciated significantly over the last five years, and is influenced by the financial results of the Company, changes in the overall stock market, demand for equity securities, relative peer group performance, market expectation of future financial performance and competitive dynamics among many other things. There is no assurance that CCL’s share price will not be volatile in the future. increase in interest Rates At December 31, 2015, approximately 55% of CCL’s outstanding debt was subject to variable interest rates. Increases in short-term interest rates would directly impact the amount of interest the Company pays. Significant increases in short-term interest rates will increase borrowing costs and could have a material adverse impact on the financial results of the Company. 5. ac c o u n t i n g P o l i c i e s a nD n o n-iF R s Me a s uRe 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. Earnings per Class B Share Basic earnings Net loss from restructuring and other items Adjusted basic earnings Fourth Quarter Year-to-Date 2015 2.05 0.11 2.16 $ $ 2014 1.33 0.18 1.51 $ $ 2015 8.50 0.11 8.61 $ $ 2014 6.31 0.22 6.53 $ $ 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, prepaid expenses, trade and other payables, and income taxes recoverable and payable. 38 2015 Annual Report leverage Ratio (or “net debt to EBITDA”) is a measure that indicates the financial leverage of the Company. It indicates the Company’s ability to service its existing debt. Leverage ratio is calculated as net debt (see calculation below) divided by EBITDA. Leverage Ratio For the years ended December 31 Current debt Long-term debt Total debt Cash and cash equivalents Net debt EBITDA Net debt to EBITDA $ $ $ $ $ 2015 167.1 838.4 1,005.5 (405.7) 599.8 608.4 0.99 $ $ $ $ $ 2014 59.1 600.0 659.1 (221.9) 437.2 481.6 0.91 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. 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 income statements 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 earnings before goodwill impairment loss, restructuring and other items, and tax adjustments by the average of the beginning and the end-of-year equity. The following table reconciles net earnings used in calculating the RoE measure to IFRS measures reported in the consolidated statements of financial position and in the consolidated income statements for the periods ended as indicated. Return on Equity Net earnings Restructuring and other items, (net of tax) Adjusted net earnings Average equity Return on equity $ $ $ 2015 295.1 3.7 298.8 1,419.0 21.1% Year-to-Date 2014 216.6 7.5 224.1 1,117.2 20.1% $ $ $ 2015 Annual Report 41 M a n a g eMe n t ’ s D i s c u s s i o n a nD an a ly s i s Years ended December 31, 2015 and 2014 (Tabular amounts in millions of Canadian dollars, except per share data) Return on total capital before goodwill impairment loss, restructuring and other items and tax adjustments (“Rotc”) – A measure of the returns the Company is achieving on capital employed. RoTC is calculated by dividing annual net income before goodwill impairment loss, restructuring and other items, and tax adjustments by the average of the beginning and the end-of-year equity and net debt. The following table reconciles net earnings used in calculating the RoTC measure to IFRS measures reported in the consolidated statements of financial position and in the consolidated income statements for the periods ended as indicated. Return on Total Capital Net earnings Restructuring and other items (net of tax) Adjusted net earnings Average total capital Return on total capital $ $ $ 2015 295.1 3.7 298.8 1,937.6 15.4% Year-to-Date 2014 216.6 7.5 224.1 1,587.3 14.1% $ $ $ Return on sales – A measure indicating relative profitability of sales to customers. It is defined as operating income (see definition above) 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 4 of the Company’s annual financial statements for the periods ended as indicated. $ $ $ $ Three Months Ended December 31 Twelve Months Ended December 31 2015 553.1 191.2 54.5 798.8 81.9 34.4 6.3 $ $ $ 122.6 $ 14.8% 18.0% 11.6% 15.3% 2014 433.4 154.6 47.8 635.8 58.0 22.9 4.1 85.0 13.4% 14.8% 8.6% 13.4% 2015 2014 $ $ $ $ 2,030.3 782.7 226.1 3,039.1 317.2 152.8 26.6 496.6 $ $ $ $ 1,718.3 666.4 200.9 2,585.6 242.7 109.3 17.9 369.9 15.6% 19.5% 11.8% 16.3% 14.1% 16.4% 8.9% 14.3% Return on Sales Sales Label Avery Container Total sales Operating income Label Avery Container Total operating income Return on sales Label Avery Container Total return on sales 42 2015 Annual Report 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 Current debt, including bank advances Plus: Long-term debt Total debt B) accounting Policies and new standards accounting Policies 2015 167.1 838.4 1,005.5 $ $ $ $ 2014 59.1 600.0 659.1 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 In July 2014, the complete IFRS 9, Financial Instruments (“IFRS 9”) was issued by the IASB. IFRS 9 introduces new requirements for the classification and measurement of financial assets. Under IFRS 9, financial assets are classified and measured based on the business model in which they are held and the characteristics of their contractual cash flows. The standard introduces additional changes relating to financial liabilities. It also amends the impairment model by introducing a new ‘expected credit loss’ model for calculating impairment. IFRS 9 also includes a new general hedge accounting standard that aligns hedge accounting more closely with risk management. This new standard does not fundamentally change the types of hedging relationships or the requirement to measure and recognize ineffectiveness; however, it will provide for more hedging strategies that are used for risk management to qualify for hedge accounting and introduce more judgment to assess the effectiveness of a hedging relationship. This standard is effective for annual periods beginning on or after January 1, 2018; however, early adoption is permitted. The Company is currently evaluating the impact of IFRS 9 on its consolidated financial statements. In May 2014, IFRS 15, Revenue from Contracts with Customers (“IFRS 15”) was issued and provides guidance on the timing and amount of revenue that should be recognized. It also requires more informative and relevant disclosures. The standard provides a single, principles-based five-step model to be applied to all contracts with customers. This standard is effective for annual periods beginning January 1, 2017; however, early adoption is permitted. The Company is currently evaluating the impact of IFRS 15 on its consolidated financial statements. In December 2014, the IASB issued amendments to IAS 1, Presentation of Financial Statements as part of its major initiative to improve presentation and disclosure in financial reports. The amendments are effective for annual periods beginning on or after January 1, 2016; however, early adoption is permitted. The Company intends to adopt these amendments in its financial statements for the annual period beginning on January 1, 2016. The Company is currently evaluating the impact of IAS 1 on its consolidated financial statements. In January 2016, IFRS 16, Leases was issued by the IASB. This standard introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. A lessee is required to recognize a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. This standard substantially carries forward the lessor accounting requirements of IAS 17, while requiring enhanced disclosures to be provided by lessors. other areas of the lease accounting model have been impacted, including the definition of a lease. The new standard is effective for annual periods beginning on or after January 1, 2019. The Company intends to adopt IFRS 16 in its financial statements for the annual period beginning on January 1, 2019. The Company is currently evaluating the impact of IFRS 16 on its consolidated financial statements. 2015 Annual Report 43 M a n a g eMe n t ’ s D i s c u s s i o n a nD an a ly s i s Years ended December 31, 2015 and 2014 (Tabular amounts in millions of Canadian dollars, except per share data) c) critical accounting estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of sales and expenses during the year and the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. In particular, estimates are used when determining the amounts recorded for 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 also in the valuation of goodwill and intangible assets. goodwill and indefinite 44 2015 Annual Report 6. o u t lo oK CCL posted its second consecutive record year in 2015; revenue increased 17.5%, exceeding $3.0 billion for the first time and adjusted basic earnings per share improved 31.9% to $8.61. The Company was also very successful with its acquisition growth plan completing six acquisitions for gross proceeds of approximately $357 million. The Label segment posted sales that crested $2.0 billion for first time and robust 30.7% improvement in operating income. Acquisitions of INTA, FritzB, woelco and, most notably, worldmark significantly expanded CCL Design, solidifying its global footprint and technological capabilities. Avery’s financial results once again exceeded management’s expectations, including modest organic growth for the first time since 2000 which contributed to the robust 19.5% return on sales. Avery acquired further strategic ‘web-to-print’ businesses with PCN and Mabel’s providing additional avenues for growth. Finally, the Container Segment, although still committed to its restructuring initiative, slowed the pace of the transition to reduce the potential for operational disruptions and posted record absolute profitability and an 11.8% return on sales, its highest in a decade. The 2015 year started with renewed European financial challenges, a decline in consumer consumption in emerging markets and a rapidly declining oil price that continued into early 2016. The U.S. economy continued to add jobs, the automotive and housing markets did not deteriorate and the American consumer showed signs of renewed optimism in the second half of 2015 and into 2016. Financial results in emerging markets in Asia and most notably Latin America were surprisingly good for CCL in 2015 despite currency challenges and volatile domestic demand; expectations for 2016 remain unchanged. 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. with the acquisition of worldmark and woelco in early 2016, CCL Design is a now a global durable label enterprise with influential presence in Asia with prominence in the automotive, electronics and industrial label markets. CCL Design will undergo further restructuring to optimize worldmark’s international infrastructure within CCL to enhance financial returns. At Avery, the final restructuring initiative was completed with the announced closure of the Meridian, Mississippi, manufacturing facility for a charge of $4.6 million. Construction of a new binder manufacturing facility will commence in earnest in early 2016; however the final transition to the new facility will be completed after the 2017 back-to-school season ends. CCL remains committed to this initiative that should drive additional cost reductions and efficiency gains totalling $8.0 million annually. New product initiatives, consumer digital print momentum and cross selling initiatives from Avery’s four acquisitions over the past two years provide incremental opportunities for growth in the Segment. It is management’s expectation that Avery will continue to find complementary acquisitions that add new territories, expand channels to market and complement the product offerings in the core digital print domain. The 2016 year will continue as a year of transition for the Container Segment. Attention will be given to prepare for the redistribution of capacity from the Canadian operation to the U.S. and Mexico. Furthermore, with continued investment in Rheinfelden in 2016, the Segment plans on developing by 2017 a sustainable and profitable secondary source of aluminum slugs for its North American manufacturing requirements. 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 $405.7 million and unused credit lines of US$720.4 million. The Company expects capital expenditures for 2016 to be approximately $195.0 million, in line with depreciation expense. orders in the first weeks of 2016 have continued solid. Further deterioration of oil prices, financial markets and exchange rate instability creates only fragile confidence in 2016 global gDP growth. Continued focus will be given to monitoring volatile foreign currency markets; notwithstanding the current depreciation of the Canadian dollar to the U.S. dollar should act as a tailwind to translated results. 2015 Annual Report 45 i nDePe nDe n t a uDi t oR s ’ R eP oR t to the shareholders of ccl industries inc. we have audited the accompanying consolidated financial statements of CCL Industries Inc. (“the Company”), which comprise the consolidated statement of financial position as at December 31, 2015 and December 31, 2014, 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’s Responsibility for the consolidated Financial statements 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. auditors’ Responsibility our responsibility is to express an opinion on these consolidated financial statements based on our audit. we conducted our audit 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. 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. we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. opinion In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2015 and December 31, 2014, and of its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards. chartered Professional accountants, licensed Public accountants February 24, 2016 Toronto, Canada 46 2015 Annual Report co n s o l iD at eD s tat eMe n t s oF Fi n a n c i a l P o s i t i o n (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 Total current assets Non-current assets Property, plant and equipment Goodwill Intangible assets Deferred tax assets Equity accounted investments 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 Non-current liabilities Long-term debt Deferred tax liabilities Employee benefits Provisions and other long-term liabilities Derivative instruments Total non-current liabilities Total liabilities Equity Share capital Contributed surplus Retained earnings Accumulated other comprehensive income Total equity attributable to shareholders of the Company Acquisitions Commitments Subsequent events 2015 2014 $ 405,692 524,621 260,600 20,562 18,389 1,229,864 1,085,506 876,838 285,340 12,293 61,502 30,962 2,352,441 $ 221,873 380,965 192,286 14,949 11,810 821,883 925,512 563,730 226,567 4,183 54,652 21,848 1,796,492 $ 3,582,305 $ 2,618,375 $ 710,999 167,103 33,652 1,095 912,849 838,416 59,860 135,216 13,833 253 1,047,578 1,960,427 276,882 50,584 1,182,686 111,726 1,621,878 $ 519,440 59,058 21,419 280 600,197 600,011 43,453 138,594 19,413 488 801,959 1,402,156 248,087 26,241 938,526 3,365 1,216,219 Note 6 7 8 10 11,12 11 14 9 13 17 23 17 14 19 23 15 28 5 25 30 Total liabilities and equity $ 3,582,305 $ 2,618,375 See accompanying explanatory notes to the consolidated financial statements. On behalf of the Board: Donald g. lang Director geoffrey t. Martin Director 2015 Annual Report 47 co n s o l iD at eD i n c oMe s tat 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 Finance cost Finance income Net finance cost Earnings before income tax Income tax expense Net earnings Attributable to: Shareholders of the Company Net earnings Earnings per share Basic earnings per Class B share Diluted earnings per Class B share See accompanying explanatory notes to the consolidated financial statements. Note 2015 2014 $ 3,039,112 2,179,694 $ 2,585,637 1,891,506 859,418 415,086 6,023 (3,477) 441,786 28,172 (2,535) 25,637 416,149 121,071 295,078 295,078 295,078 8.50 8.38 $ $ $ $ $ 694,131 358,962 9,104 (3,686) 329,751 26,705 (1,152) 25,553 304,198 87,632 216,566 216,566 216,566 6.31 6.19 $ $ $ $ $ 29 18 18 21 16 16 48 2015 Annual Report co n s o l iD at eD s tat eMe n t s oF c oM P ReHe n s iVe i n c oMe (In thousands of Canadian dollars) Years ended December 31 Net earnings Other comprehensive income (loss), net of tax: Items that may subsequently be reclassified to income: Foreign currency translation adjustment for foreign operations, net of tax expense of $11,244 for the year ended December 31, 2015 (2014 – tax expense of $4,802) Net losses on hedges of net investment in foreign operations, net of tax recovery of $13,307 for the year ended December 31, 2015 (2014 – tax recovery of $6,103) Effective portion of changes in fair value of cash flow hedges, net of tax recovery of $784 for the year ended December 31, 2015 (2014 – tax recovery of $14) Net change in fair value of cash flow hedges transferred to the income statement, net of tax recovery of $547 for the year ended December 31, 2015 (2014 – tax recovery of $152) Actuarial gains (losses) on defined benefit post-employment plans, net of tax expense of $535 for the year ended December 31, 2015 (2014 – tax recovery of $2,336) Other comprehensive income (loss), net of tax Total comprehensive income Attributable to: Shareholders of the Company Total comprehensive income See accompanying explanatory notes to the consolidated financial statements. 2015 2014 $ 295,078 $ 216,566 209,278 45,278 (100,576) (42,685) (1,446) 1,105 1,161 109,522 404,600 404,600 404,600 $ $ $ 33 450 (9,049) (5,973) 210,593 210,593 210,593 $ $ $ 2015 Annual Report 49 co n s o l iD at eD s tat eMe n t s oF cHa n g e s i n e Qu i t y (In thousands of Canadian dollars) Class A Shares (note 15) Class B Shares (note 15) Shares Held in Trust Total Share Capital Contributed Surplus Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Equity Balances, January 1, 2014 $ 4,504 $ 246,843 $ (14,158) $ 237,189 $ 11,919 $ 768,738 $ 289 $ 1,018,135 Net earnings – 2014 Dividends declared Class A Class B Defined benefit plan actuarial losses, net of tax Stock-based compensation plan Shares redeemed from trust Shares purchased and held in trust Stock option expense Stock options exercised Income tax effect related to stock options Other comprehensive income — — — — — — — — — — — — — — — — — — — 10,678 — — — — — — — 434 (214) — — — — — — — — — — — — — 5,228 434 — (214) — 10,678 — — — 3,071 (1,886) 7,909 — 216,566 (2,486) (35,243) (9,049) — — — — — — — — — — — — — — — — — 3,076 216,566 (2,486) (35,243) (9,049) 5,228 434 (214) 3,071 8,792 7,909 3,076 Balances, December 31, 2014 $ 4,504 $ 257,521 $ (13,938) $ 248,087 $ 26,241 $ 938,526 — $ — $ — $ — $ 295,078 $ $ 3,365 $ 1,216,219 — $ 295,078 — $ $ — — Net earnings – 2015 Dividends declared Class A Class B Defined benefit plan actuarial gains, net of tax — Stock-based compensation plan — Shares redeemed from trust — Shares purchased and held in trust Stock option expense Stock options exercised Income tax effect related to stock options Other comprehensive — — — — income — — — — — — — — 22,286 — — — — — — 7,091 (582) — — — — — — — — 7,091 (582) — 22,286 — — — — (3,433) (48,646) — 22,738 (7,091) — 4,153 (3,970) 8,513 1,161 — — — — — — — — — — — — — — — (3,433) (48,646) 1,161 22,738 — (582) 4,153 18,316 8,513 — — 108,361 108,361 Balances, December 31, 2015 $ 4,504 $ 279,807 $ (7,429) $ 276,882 $ 50,584 $ 1,182,686 $ 111,726 $ 1,621,878 See accompanying explanatory notes to the consolidated financial statements. 50 2015 Annual Report co n s o l iD at eD s tat eMe n t s oF c a sH Fl o W 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 Net finance costs Current income tax expense Deferred tax expense Equity-settled share-based payment transactions 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 receivable and payable Change in employee benefits Change in other assets and liabilities Net interest paid Income taxes paid Cash provided by operating activities Financing activities Proceeds on issuance of long-term debt Repayment of long-term debt Proceeds from issuance of shares Repayment of executive share purchase plan loans Dividends paid Cash (used for) provided by financing activities Investing activities Additions to property, plant and equipment Proceeds on disposal of property, plant and equipment Business acquisitions (note 5) Cash used for investing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Translation adjustments on cash and cash equivalents Cash and cash equivalents at end of year See accompanying explanatory notes to the consolidated financial statements. 2015 2014 $ 295,078 $ 216,566 164,081 (618) 25,637 121,677 (606) 8,425 (2,863) 610,811 (38,268) (83,103) (225) 129,445 (6,608) (3,378) 2,827 611,501 (23,909) (112,332) 475,260 324,610 (99,845) 18,316 — (52,296) 190,785 (172,214) 17,595 (356,703) (511,322) 154,723 221,873 29,096 146,421 (1,498) 25,553 78,810 8,822 8,726 (1,122) 482,278 2,934 5,758 (847) 15,446 (1,534) 29,526 (19,363) 514,198 (24,163) (86,505) 403,530 138,663 (249,903) 8,792 2,186 (37,943) (138,205) (153,657) 14,312 (115,876) (255,221) 10,104 209,095 2,674 $ 405,692 $ 221,873 2015 Annual Report 51 no t e s t o tHe co n s o l iD at eD F i n a n c i a l s tat eMe n t s Years ended December 31, 2015 and 2014 (In thousands of Canadian dollars, except share and per share information) 1 . R eP oR t i n g 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 years ended December 31, 2015 and 2014 comprise the results of the Company and its subsidiaries and the Company’s interest in joint ventures and associates. The Company has manufacturing facilities around the world and is primarily involved in the manufacture of labels, containers and consumer printable media products. 2 . B a s i s oF P ReP aRat i o n (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 25, 2016. (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 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; and • 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. (c) Functional and presentation currency 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 the reported amounts 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 Company’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 (“CgUs”), the identification of the indicators of impairment for property and equipment and 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 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 also in the valuation of goodwill and intangible assets. 52 2015 Annual Report 3 . si g n iFi c a n t ac c o u n t i n g P o l 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. (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 to measure, on a transaction-by-transaction basis, 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 is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. 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 arrangements The Company’s interests in equity-accounted investees comprise of interests in associates and joint ventures. Associates are those entities in which the Company has significant influence, but not control or joint 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. The Company classifies its interest in joint arrangements as either joint operations (if the Company has rights to the assets, and has obligations for the liabilities, relating to an arrangement) or joint ventures (if the Company has the rights only to the net assets of an arrangement). when making this assessment, the Company considers the structure of the arrangements, the legal form of any separate vehicles, the contractual terms of the arrangements and other facts and circumstances. 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 unrealized gains, but only to the extent that there is no evidence of impairment. 2015 Annual Report 53 no t e s t o tHe co n s o l iD at eD F i n a n c i a l s tat eMe n t s Years ended December 31, 2015 and 2014 (In thousands of Canadian dollars, except share and per share information) (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 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 a 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. (c) Financial instruments (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. 54 2015 Annual Report Non-derivative financial instruments are recognized initially at fair value, plus any directly attributable transaction costs, for instruments not at fair value through profit or loss. 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. 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, 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. 2015 Annual Report 55 no t e s t o tHe co n s o l iD at eD F i n a n c i a l s tat eMe n t s Years ended December 31, 2015 and 2014 (In thousands of Canadian dollars, except share and per share information) (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. 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. 56 2015 Annual Report (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 are 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. (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 Up to 10 years • minor components 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). 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. 2015 Annual Report 57 no t e s t o tHe co n s o l iD at eD F i n a n c i a l s tat eMe n t s Years ended December 31, 2015 and 2014 (In thousands of Canadian dollars, except share and per share information) (ii) other intangible assets Intangible assets consist of patents, trademarks, brands, software and 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 brands and customer relationships acquired in a business combination are 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 indefinite life intangible assets, such as brands and 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 Up to 5 years • customer relationships Up to 15 years • brands (f) leases Indefinite useful life 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. 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. Assets under operating leases are not recognized in the Company’s statement of financial position. 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. (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. 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. 58 2015 Annual Report 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 those 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 and 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 CgUs, 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. The carrying values of finite-life 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 and indefinite life intangibles 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. 2015 Annual Report 59 no t e s t o tHe co n s o l iD at eD F i n a n c i a l s tat eMe n t s Years ended December 31, 2015 and 2014 (In thousands of Canadian dollars, except share and per share information) (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. The Company determines the net interest expense on the net defined benefit liability for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability, taking into account any changes in the net defined benefit liability during the period as a result of the contributions and benefit balances. Net interest expense and other expenses related to the defined benefit plans are recognized in profit or loss. Previously, interest income on plan assets were based on their long-term expected return. (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. For equity settled share-based deferred share unit (“DSU”) plans, the grant date fair value of deferred share units is recognized as an employee expense with a corresponding increase in equity. The grant date fair value is not subsequently remeasured. The value of DSUs received in lieu of dividends is also recognized as a personnel cost in the income statement. 60 2015 Annual Report For cash settled share-based DSU plans, the fair value of the amount payable for deferred share units 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 DSUs 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 a 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 products currently under quality assurance review as well as historical sales returns experience. (l) 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. (m) 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 such cases, 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. (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. 2015 Annual Report 61 no t e s t o tHe co n s o l iD at eD F i n a n c i a l s tat eMe n t s Years ended December 31, 2015 and 2014 (In thousands of Canadian dollars, except share and per share information) (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 affect neither accounting nor taxable profit or loss. (n) 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. (o) 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. (p) 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) and that 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. (q) new standards and interpretations not yet effective In July 2014, the complete IFRS 9, Financial Instruments (“IFRS 9”) was issued by the IASB. IFRS 9 introduces new requirements for the classification and measurement of financial assets. Under IFRS 9, financial assets are classified and measured based on the business model in which they are held and the characteristics of their contractual cash flows. The standard introduces additional changes relating to financial liabilities. It also amends the impairment model by introducing a new ‘expected credit loss’ model for calculating impairment. IFRS 9 also includes a new general hedge accounting standard that aligns hedge accounting more closely with risk management. This new standard does not fundamentally change the types of hedging relationships or the requirement to measure and recognize ineffectiveness; however, it will provide for more hedging strategies that are used for risk management to qualify for hedge accounting and introduce more judgment to assess the effectiveness of a hedging relationship. This standard is effective for annual periods beginning on or after January 1, 2018; however, early adoption is permitted. The Company is currently evaluating the impact of IFRS 9 on its consolidated financial statements. 62 2015 Annual Report In May 2014, IFRS 15, Revenue from Contracts with Customers (“IFRS 15”) was issued and provides guidance on the timing and amount of revenue that should be recognized and also requires more informative and relevant disclosures. The standard provides a single, principles-based five-step model to be applied to all contracts with customers. This standard is effective for annual periods beginning January 1, 2017; however, early adoption is permitted. The Company is currently evaluating the impact of IFRS 15 on its consolidated financial statements. In December 2014, the IASB issued amendments to IAS 1, Presentation of Financial Statements as part of its major initiative to improve presentation and disclosure in financial reports. The amendments are effective for annual periods beginning on or after January 1, 2016; however, early adoption is permitted. The Company intends to adopt these amendments in its financial statements for the annual period beginning on January 1, 2016. The Company is currently evaluating the impact of IAS 1 on its consolidated financial statements. In January 2016, IFRS 16, Leases was issued by the IASB. This standard introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. A lessee is required to recognize a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. This standard substantially carries forward the lessor accounting requirements of IAS 17, while requiring enhanced disclosures to be provided by lessors. other areas of the lease accounting model have been impacted, including the definition of a lease. The new standard is effective for annual periods beginning on or after January 1, 2019. The Company intends to adopt IFRS 16 in its financial statements for the annual period beginning on January 1, 2019. The Company is currently evaluating the impact of IFRS 16 on its consolidated financial statements. 4 . se gMe n t ReP oR t i n g 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 pressure sensitive and extruded film materials for a wide range of decorative, instructional and functional applications for large global customers in the consumer packaging, healthcare, automotive and consumer durables markets. Extruded and laminated plastic tubes, folded instructional leaflets, precision printed and die cut metal components with LED displays and other complementary products and services are sold in parallel to specific end-user markets. • Avery – Includes the manufacturing and selling of various consumer products, including labels, binders, dividers, sheet protectors and writing instruments in North America, Latin America, Asia Pacific and Europe. • 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. 2015 Annual Report 63 no t e s t o tHe co n s o l iD at eD F i n a n c i a l s tat eMe n t s Years ended December 31, 2015 and 2014 (In thousands of Canadian dollars, except share and per share information) Label Avery Container Corporate expenses Restructuring and other items Earnings in equity accounted investments Finance cost Finance income Income tax expense Net earnings 2015 Sales 2014 $ 2,030,322 782,686 226,104 $ 1,718,347 666,413 200,877 $ 2015 317,252 152,753 26,593 Operating Income $ 2014 242,723 109,274 17,888 $ 3,039,112 $ 2,585,637 $ 496,598 $ 369,885 (52,266) (6,023) 3,477 (28,172) 2,535 (121,071) (34,716) (9,104) 3,686 (26,705) 1,152 (87,632) $ 295,078 $ 216,566 Total Assets Total Liabilities Depreciation and Amortization Capital Expenditures 2015 2014 2015 2014 2015 2014 2015 2014 Label Avery Container Equity accounted investments Corporate 615,893 173,688 61,502 446,053 $ 2,285,169 $ 1,668,565 $ 490,337 162,460 596,902 $ 436,527 $ 132,796 $ 118,679 $ 145,974 $ 106,739 24,957 230,293 20,077 50,929 189,567 54,701 13,765 12,475 15,123 15,191 12,882 14,064 54,652 242,361 — 1,082,303 — 721,361 — 971 — 796 — — — 1,884 Total $ 3,582,305 $ 2,618,375 $ 1,960,427 $ 1,402,156 $ 164,081 $ 146,421 $ 172,214 $ 153,657 geographical segments The Label, Avery and Container segments are managed on a worldwide basis but operate in the following geographical areas: • Canada; • United States and Puerto Rico; • Mexico, Brazil and Argentina; • Europe; • Asia, Australia and Africa. Canada United States and Puerto Rico Mexico, Brazil and Argentina Europe Asia, Australia and Africa Consolidated $ 2015 176,502 1,567,008 220,140 809,576 265,886 $ Sales 2014 174,964 1,266,140 193,995 727,248 223,290 Property, Plant and Equipment and Goodwill $ 2015 130,594 787,173 183,296 537,574 323,707 $ 2014 103,399 581,383 180,542 473,029 150,889 $ 3,039,112 $ 2,585,637 $ 1,962,344 $ 1,489,242 The geographical segment is determined by the location of the Company’s country of operation. 64 2015 Annual Report 5. acQu i s i t i o n s In February 2015, the Company acquired pc/nametag Inc. and Meetings Direct, LLC (collectively referred to as “PCN”); two (a) privately owned companies with common shareholders. PCN is an important addition to the Avery Segment adding depth to its meeting supplies and promotional materials product offerings. The purchase price was $37.6 million net of cash acquired and inclusive of a $2.5 million promissory note due February 2016. The following table summarizes the allocation of the consideration to the fair value of the assets acquired and liabilities assumed: (In millions of Canadian dollars) Cash consideration Promissory note Total consideration Trade and other receivables Inventories Other current assets Property, plant and equipment Other long-term assets Goodwill Intangible assets Trade and other payables Deferred tax Net assets acquired $ $ $ $ 35.1 2.5 37.6 1.8 2.1 0.3 5.3 0.2 20.0 16.4 (2.2) (6.3) 37.6 The fair value of intangible asset has been measured on a provisional basis pending completion of the valuation. goodwill is comprised of the excess fair value of the consideration paid over the fair value of the net assets acquired. Factors that make up the amount of goodwill recognized include expected synergies from combining operations, the expertise of the assembled workforce and cost saving opportunities in the delivery of certain shared administrative and other services. The total amount of goodwill is $20.0 million of which $5.0 million is deductible for tax purposes. (b) In February 2015, the Company acquired INT America LLC (“INTA”); a private company based in Detroit, Michigan, expanding CCL Design’s presence in the North American automotive durables market. The purchase price was $2.9 million after a reduction of $1.9 million for post-closing adjustments. In July 2015, the Company acquired Fritz Brunnhoefer gmbH (“FritzB”) based in Nurnberg, germany, for a net cash (c) purchase price of $7.6 million, inclusive of the cost of a manufacturing facility. The acquisition builds on the Company’s developing presence in the german durable goods market. The total amount of goodwill is $2.6 million and is not deductible for tax purposes. (d) In october 2015, the Company acquired assets of Sennett Security Products LLC and the equity of its subsidiary, Banknote Corporation of America Inc. (collectively referred to as “BCA”), based in greensboro, North Carolina for approximately $45.7 million. The acquisition expands CCL Label’s offerings to include security labels and other high security cards and document components. 2015 Annual Report 65 no t e s t o tHe co n s o l iD at eD F i n a n c i a l s tat eMe n t s Years ended December 31, 2015 and 2014 (In thousands of Canadian dollars, except share and per share information) The following table summarizes the preliminary allocation of the consideration to the fair value of the assets acquired and liabilities assumed: (In millions of Canadian dollars) Cash consideration Trade and other receivables Inventories Property, plant and equipment Goodwill and intangible assets Trade and other payables Deferred tax Net assets acquired $ $ $ 45.7 3.0 4.4 10.9 30.1 (0.8) (1.9) 45.7 The determination of the fair value of assets and liabilities acquired is based upon preliminary estimates and assumptions as the Company continues to collect information. The Company will continue to review information prior to finalizing the fair value of the assets acquired and liabilities assumed. The actual fair values of the assets acquired and liabilities assumed may differ from the amounts noted above. goodwill is comprised of the excess fair value of the consideration paid over the fair value of the net assets acquired. Factors that make up the amount of goodwill recognized include expected synergies from the acquisition, the expertise and the knowledge of the assembled workforce and cost saving opportunities in the delivery of certain shared administrative and other services. The total amount of goodwill and intangible assets amounted to $30.1 million of which approximately $11.7 million of goodwill is deductible for tax purposes. In November 2015, the Company acquired worldmark Ltd. (“worldmark”), headquartered in Scotland, for approximately (e) $252.6 million, net of cash received. worldmark has six manufacturing facilities in China, one each in Mexico, Hungary and Scotland and sales offices and prototyping design centres around the world. The worldmark acquisition enhances CCL Label’s presence in the electronic device and IT sector. The following table summarizes the preliminary allocation of the consideration to the fair value of the assets acquired and liabilities assumed: (In millions of Canadian dollars) Cash consideration Trade and other receivables Inventories Other current assets Property, plant and equipment Goodwill and intangible assets Trade and other payables Net assets acquired $ $ $ 252.6 52.7 19.8 6.1 40.4 191.7 (58.1) 252.6 The determination of the fair value of assets and liabilities acquired is based upon preliminary estimates and assumptions as the Company continues to collect information. The Company will continue to review information prior to finalizing the fair value of the assets acquired and liabilities assumed. The actual fair values of the assets acquired and liabilities assumed may differ from the amounts noted above. goodwill is comprised of the excess fair value of the consideration paid over the fair value of the net assets acquired. Factors that make up the amount of goodwill recognized include expected synergies from the acquisition, the expertise and the knowledge of the assembled workforce and cost saving opportunities in the delivery of certain shared administrative and other services. goodwill is not deductible for tax purposes. 66 2015 Annual Report (f) In December 2015, the Company acquired Mabel’s Labels, Inc. and Mabel’s Labels Retail, Inc. (collectively referred to as “Mabel’s”), two privately held companies with common shareholders, based in Hamilton, ontario, Canada. The purchase price, subject to customary closing conditions, was approximately $12.0 million. Mabel’s expands the Avery Segment’s printable media platform into web-to-print personalized identifiable labels for families with children. The new business will continue to trade as Mabel’s Label’s, Inc. and report within CCL’s Avery Segment. Total goodwill is not deductible for tax purposes. The following table summarizes the combined sales and earnings that PCN, INTA, FritzB, BCA, worldmark and Mabel’s contributed to the Company since their respective acquisition dates: (In millions of Canadian dollars) Sales Net earnings (g) Pro forma information $ $ 91.5 6.1 The unaudited pro forma consolidated financial information below has been prepared following the accounting policies of the Company as if the acquisitions took place January 1, 2015. The unaudited pro forma consolidated financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations and financial position that would have been achieved had the pro forma events taken place on the dates indicated, or the future consolidated results of operations or financial position of the consolidated company. Future results may vary significantly from the pro forma results presented. The historical consolidated financial information has been adjusted in preparing the unaudited pro forma consolidated financial information to give effect to events that are: (i) directly attributable to the acquisition; (ii) factually supportable; and (iii) with respect to revenues and earnings, expected to have a continuing impact on the results of the Company. As such, the impact from acquisition-related expenses is not included in the accompanying unaudited pro forma consolidated financial information. The unaudited pro forma consolidated financial information does not reflect any cost savings (or associated costs to achieve such savings) from operating efficiencies, synergies or other restructuring that could result from the acquisition. The following table summarizes the sales and earnings of the Company combined with PCN, INTA, FritzB, BCA, worldmark and Mabel’s as though the acquisitions took place on January 1, 2015: (In millions of Canadian dollars) Sales Net earnings 6. c a sH a nD c a sH e Qu iV a l e n t s Bank balances Restricted cash Short-term investments Cash and cash equivalents Year ended December 31, 2015 $ $ 3,262.6 320.7 December 31, 2015 December 31, 2014 $ 356,596 1,141 47,955 $ 193,261 — 28,612 $ 405,692 $ 221,873 2015 Annual Report 67 no t e s t o tHe co n s o l iD at eD F i n a n c i a l s tat eMe n t s Years ended December 31, 2015 and 2014 (In thousands of Canadian dollars, except share and per share information) 7. t RaDe a nD otHeR Re c e iV aBl e s Trade receivables Other receivables Trade and other receivables 8 . inVe n toRi e s Raw material Work in progress Finished goods Total inventories December 31, 2015 December 31, 2014 $ $ 494,080 30,541 524,621 $ $ 364,195 16,770 380,965 December 31, 2015 December 31, 2014 $ 115,535 23,157 121,908 $ 83,299 15,045 93,942 $ 260,600 $ 192,286 The total amount of inventories recognized as an expense in 2015 was $2,179.7 million (2014 – $1,891.5 million), including depreciation of $151.9 million (2014 – $136.6 million). 9. e Qu i t y ac c o u n t eD i nVe s tMe n t s Summary financial information for equity accounted investments, including joint ventures and associates, not adjusted for the percentage ownership held by the Company is as follows: At December 31, 2015 Net earnings Other comprehensive income Total comprehensive income Carrying amount of investments in associates and joint ventures At December 31, 2014 Net earnings Other comprehensive income (loss) Total comprehensive income (loss) Carrying amount of investments in associates and joint ventures Associates Joint Ventures Total $ $ $ $ $ $ 2,805 9,900 12,705 21,326 $ $ $ 3,888 6,158 10,046 40,176 Associates Joint Ventures 2,289 (10,559) (8,270) 20,785 $ $ $ 5,029 4,049 9,078 33,867 $ $ $ $ $ $ 6,693 16,058 22,751 61,502 Total 7,318 (6,510) 808 54,652 68 2015 Annual Report 1 0. PR oPeR t y, Pl a n t a nD e Qu iP Me n t Cost Balance at January 1, 2014 Acquisitions through business combinations Other additions Disposals Effect of movements in exchange rates $ Land and Buildings 375,840 21,882 39,952 (23,297) 7,937 Machinery and Equipment Fixtures, Fittings and Other Total $ $ 1,184,338 21,019 109,919 (11,875) 46,509 21,777 736 3,786 (1,123) (1,446) $ 1,581,955 43,637 153,657 (36,295) 53,000 Balance at December 31, 2014 $ 422,314 $ 1,349,910 $ 23,730 $ 1,795,954 Acquisitions through business combinations Other additions Disposals Effect of movements in exchange rates Balance at December 31, 2015 Accumulated depreciation and impairment losses Balance at January 1, 2014 Depreciation for the year Disposals Effect of movements in exchange rates 15,283 14,033 (10,942) 46,055 45,057 156,464 (22,850) 158,727 486,743 $ 1,687,308 98,979 16,839 (10,949) 2,333 $ 613,201 117,382 (11,172) 29,918 $ $ $ $ 231 1,717 (481) 1,456 60,571 172,214 (34,273) 206,238 26,653 $ 2,200,704 13,774 2,422 (984) (1,301) $ 725,954 136,643 (23,105) 30,950 Balance at December 31, 2014 $ 107,202 $ 749,329 $ 13,911 $ 870,442 Depreciation for the year Disposals Effect of movements in exchange rates 18,568 (841) 16,013 130,704 (18,355) 96,130 Balance at December 31, 2015 $ 140,942 $ 957,808 Carrying amounts At December 31, 2014 At December 31, 2015 $ $ 315,112 345,801 $ $ 600,581 729,500 2,644 (345) 238 151,916 (19,541) 112,381 16,448 $ 1,115,198 9,819 10,205 $ 925,512 $ 1,085,506 $ $ $ 2015 Annual Report 69 no t e s t o tHe co n s o l iD at eD F i n a n c i a l s tat eMe n t s Years ended December 31, 2015 and 2014 (In thousands of Canadian dollars, except share and per share information) 1 1 . in ta n g iBl e a s s e t s Customer Relationships Patents and Trademarks Software Brands Total Goodwill Cost Balance at January 1, 2014 Acquisitions through business combinations Additions Effect of movements in exchange rates Balance at December 31, 2014 Acquisitions through business combinations Additions Effect of movements in exchange rates Balance at December 31, 2015 $ 110,455 $ 13,129 $ 10,777 $ 140,810 $ 275,171 $ 494,231 12,756 1,196 7,784 105 274 (5,491) — 6 365 — — 10,093 12,861 1,476 12,751 57,974 — 11,525 $ 132,191 $ 8,017 $ 11,148 $ 150,903 $ 302,259 $ 563,730 31,380 — 15,058 — 236 1,383 — 103 758 — — 31,380 339 245,235 — 26,757 43,956 67,873 $ 178,629 $ 9,636 $ 12,009 $ 177,660 $ 377,934 $ 876,838 Amortization and impairment losses Balance at $ January 1, 2014 Amortization for the year Effect of movements in exchange rates 50,485 9,104 (298) $ 6,618 555 $ 10,499 119 $ (1,723) 333 Balance at December 31, 2014 $ 59,291 $ 5,450 $ 10,951 $ — — — — — — — $ 67,602 9,778 $ (1,688) $ 75,692 $ 12,165 4,737 92,594 226,567 285,340 $ $ $ $ $ $ — — — — — — — 563,730 876,838 232 1,231 130 733 6,913 $ 11,814 $ 2,567 2,723 $ $ 197 195 $ 150,903 $ 177,660 Amortization for the year Effect of movements in exchange rates Balance at December 31, 2015 Carrying amounts At December 31, 2014 At December 31, 2015 $ $ $ 11,803 2,773 73,867 72,900 104,762 $ $ $ 70 2015 Annual Report 1 2 . go oDWi l l a nD i nDeFi n i t e - l iFe i n ta n g iBl e a s s e t s impairment testing for cash-generating units containing goodwill and indefinite-life intangible assets For the purpose of impairment testing, goodwill and indefinite-life intangible assets are 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: Goodwill Label Avery Container Indefinite-life intangible assets – brands Avery December 31, 2015 December 31, 2014 $ $ $ 747,629 116,423 12,786 $ 472,902 78,071 12,757 876,838 $ 563,730 177,660 $ 150,903 Impairment testing for goodwill and indefinite-life intangible assets was done by a comparison of the asset’s carrying amount to its estimated value in use, determined by discounting the CgUs future cash flows. Key assumptions used in the determination of the value in use include a growth rate of 2%–5%, and a pre-tax discount rate of 15%–20%. Discount rates reflect current market assumptions and risks related to the CgUs and are based upon the weighted average cost of capital. The Company’s historical growth rates are used as a basis in determining the growth rate applied for impairment testing. The Company completed its impairment test as at September 30, 2015. The estimated value in use of Label, Avery and Container assets exceeded their carrying values. As a result, no goodwill and indefinite-life intangible assets impairment was recorded. 1 3 . t RaDe a nD otHeR P ayaBl e s Trade payables Other payables 1 4 . D eFeR ReD 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 December 31, 2015 December 31, 2014 $ $ 379,600 331,399 $ 269,229 250,211 710,999 $ 519,440 December 31, 2015 December 31, 2014 $ $ 9,778 39,337 436 8,708 20,111 680 $ 49,551 $ 29,499 2015 Annual Report 71 no t e s t o tHe co n s o l iD at eD F i n a n c i a l s tat eMe n t s Years ended December 31, 2015 and 2014 (In thousands of Canadian dollars, except share and per share information) The unrecognized deferred tax assets on tax losses of $12,087 will expire between 2016 and 2026, $4,598 will expire beyond 2026 and $22,652 may be carried forward indefinitely. The deductible temporary differences do not expire under current tax legislation. The increase in the unrecognized deferred tax assets relating to tax losses are due to current year acquisitions. 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 $436 expire in 2016 and 2017. In 2015, $4,938 (2014 – nil) of previously unrecognized deferred tax assets in respect of tax losses were recognized as management considered it probable that future taxable income will be available against which they can be utilized. (b) Recognized deferred tax assets and liabilities Deferred tax assets and liabilities are attributable to the following: Assets Liabilities Net (Assets)/Liabilities December 31, 2015 December 31, 2014 December 31, 2015 December 31, 2014 December 31, 2015 December 31, 2014 $ Property, plant and equipment Intangible assets Derivatives Inventory reserves Employee benefit plans Share-based payments Provisions Other items Tax loss carry-forwards Balance before offset Offset of tax 1,977 271 49 8,546 49,770 21,049 15,833 — 6,219 103,714 (91,421) $ 971 50 142 6,760 41,899 15,513 12,370 — 2,556 80,261 (76,078) $ 73,638 77,593 24 — — — — 26 — 151,281 (91,421) $ 62,202 55,704 1,392 — — — — 233 — 119,531 (76,078) $ 71,661 77,322 (25) (8,546) (49,770) (21,049) (15,833) 26 (6,219) 47,567 — $ 61,231 55,654 1,250 (6,760) (41,899) (15,513) (12,370) 233 (2,556) 39,270 — Balance after offset $ 12,293 $ 4,183 $ 59,860 $ 43,453 $ 47,567 $ 39,270 Balance December 31, 2014 Liability/(Asset) Recognized in Income Statement Acquisitions Translation and Others Recognized in Other Comprehensive Income/Equity Balance December 31, 2015 Liability/(Asset) $ $ Property, plant and equipment Intangible assets Derivatives Inventory reserves Employee benefit plans Share-based payments Provisions Other items Tax loss carry-forwards 61,231 55,654 1,250 (6,760) (41,899) (15,513) (12,370) 233 (2,556) $ 1,086 5,686 1,043 (1,017) (1,928) (97) (1,780) (221) (3,378) $ (40) 8,232 — (36) — — — — — $ 9,384 7,750 (18) (733) (6,478) 3,074 (1,683) 14 (285) — — (2,300) — 535 (8,513) — — — $ 71,661 77,322 (25) (8,546) (49,770) (21,049) (15,833) 26 (6,219) $ 39,270 $ (606) $ 8,156 $ 11,025 $ (10,278) $ 47,567 72 2015 Annual Report Balance December 31, 2013 Liability/(Asset) Recognized in Income Statement Acquisitions Translation and Others Recognized in Other Comprehensive Income/Equity Balance December 31, 2014 Liability/(Asset) $ $ Property, plant and equipment Intangible assets Derivatives Inventory reserves Employee benefit plans Share-based payments Provisions Other items Tax loss carry-forwards 55,092 50,049 2,684 (5,045) (35,660) (6,018) (14,417) (404) (7,735) $ $ $ (137) 4,196 (274) (1,554) (1,707) (1,344) 3,742 593 5,307 2,165 — — 175 (478) — (881) 44 — 4,111 1,409 3 (336) (1,718) (242) (814) — (128) $ — — (1,163) — (2,336) (7,909) — — — 61,231 55,654 1,250 (6,760) (41,899) (15,513) (12,370) 233 (2,556) $ 38,546 $ 8,822 $ 1,025 $ 2,285 $ (11,408) $ 39,270 The aggregate amount of temporary differences associated with investments in subsidiaries and joint ventures for which deferred tax liabilities were not recognized as at December 31, 2015, is $732 million (2014 – $689 million). The aggregate amount of temporary differences associated with investments in subsidiaries and joint ventures for which deferred tax assets were not recognized as at December 31, 2015, is $16 million (2014 – $16 million). 1 5. s HaRe c aPi ta l Shares issued Balance, January 1, 2014 Stock options exercised Balance, December 31, 2014 Stock options exercised Class A Shares (000s) 2,368 — 2,368 — $ $ Balance, December 31, 2015 2,368 $ Amount 4,504 — 4,504 — 4,504 Class B Shares (000s) 32,021 304 32,325 404 $ $ Amount 246,843 10,678 257,521 22,286 $ $ Total 251,347 10,678 262,025 22,286 32,729 $ 279,807 $ 284,311 At December 31, 2015, 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. (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. 2015 Annual Report 73 no t e s t o tHe co n s o l iD at eD F i n a n c i a l s tat eMe n t s Years ended December 31, 2015 and 2014 (In thousands of Canadian dollars, except share and per share information) Dividends The annual dividends per share were as follows: Class A share Class B share shares held in trust 2015 1.45 1.50 $ $ 2014 1.05 1.10 $ $ During 2013, the Company granted awards totalling 190,300 Class B shares of the Company. Shares to be used to satisfy this obligation were purchased in the open market and are restricted in nature. These share awards are dependent on the Company’s performance and continuing employment. The grant date fair value of these stock awards were amortized over the vesting period and recognized as compensation expense. In 2015, 94,468 shares were distributed to employees. 1 6. eaRn i n g s PeR sHaRe Basic earnings per share The calculation of basic earnings per share for the year ended December 31, 2015, was based on profit attributable to Class A shares of $20.0 million (2014 – $14.8 million) and Class B shares of $275.1 million (2014 – $201.8 million) and a weighted average number of Class A shares outstanding of 2,367,525 (2014 – 2,367,525) and Class B shares outstanding of 32,348,527 (2014 – 31,997,181). Weighted average number of shares Issued and outstanding shares at January 1 Effect of stock options exercised Effect of reciprocal shares purchased Effect of reciprocal shares vested Class A Shares 2,367,525 — — — 2015 Class B Shares 32,132,729 181,464 (1,092) 35,426 Class A Shares 2,367,525 — — — 2014 Class B Shares 31,819,938 169,931 (559) 7,871 Weighted average number of shares at December 31 2,367,525 32,348,527 2,367,525 31,997,181 Diluted earnings per share The calculation of diluted earnings per share for the year ended December 31, 2015, was based on profit attributable to Class A shares of $19.7 million (2014 – $14.5 million) and Class B shares of $275.4 million (2014 – $202.0 million) and a weighted average number of Class A shares outstanding of 2,367,525 (2014 – 2,367,525) and Class B shares outstanding of 32,842,319 (2014 – 32,648,658). Weighted average number of shares (diluted) Weighted average number of shares (basic) Effect of deferred share units on issue Effect of reciprocal shareholdings Effect of share options on issue Weighted average number of shares (diluted) December 31, 2015 December 31, 2014 34,716,052 94,700 154,251 244,841 34,364,706 103,047 193,781 354,649 35,209,844 35,016,183 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. 74 2015 Annual Report 1 7. l oa n s a nD BoR R oWi n g s Current liabilities Current portion of unsecured senior notes (i) Current portion of unsecured syndicated bank credit facility (ii) Current portion of finance lease liabilities Current portion of other loans (iii) Short-term operating credit lines available (iv) Short-term operating credit lines used Non-current liabilities Unsecured syndicated bank credit facility (ii) Unsecured senior notes (i) Finance lease liabilities Other loans (iii) (i) senior notes December 31, 2015 December 31, 2014 $ $ $ $ $ 152,225 — 2,905 11,973 167,103 29,097 10,336 653,905 178,226 5,089 1,196 $ $ $ $ $ — 46,405 1,600 11,053 59,058 26,249 8,770 316,172 276,832 4,100 2,907 $ 838,416 $ 600,011 The Company has three private debt placements completed in 1998, 2006 and 2008 for a total of US$239.0 million ($330.8 million) with interest rates ranging from 5.57% to 7.09%. US$110.0 million matures on March 7, 2016, US$51.0 million matures on July 8, 2018, and US$78.0 million matures on September 26, 2018. (ii) syndicated bank credit facility In December 2015, the Company amended its syndicated bank credit facility. The amendment increased the revolving commitment to US$1.2 billion from $300 million, removed the $400.0 million non-revolving commitment with its scheduled repayments and rolled its borrowings into the amended facility. The maturity date was extended to December 23, 2020. Prior to the amendment, the non-revolving facility had scheduled quarterly repayments of US$10.0 million until maturity. As at December 31, 2015, US$128.0 million (LIBoR plus 1.0%), €61.6 million (EURIBoR plus 1.0%), £134.0 million (gBP LIBoR plus 1.0%) and $3.6 million of contingent letters of credit were drawn on the amended syndicated bank credit facility. A further US$80.0 million (LIBoR plus 1.0%) was also drawn under the syndicated bank credit facility; however, the interest rate, excluding the 1% spread, on this US$80.0 million was hedged, using a floating to fixed interest rate swap, for a fixed rate of 1.047%. As at December 31, 2014, except for contingent letters of credit of $3.6 million, no additional amounts were drawn under the revolving portion of the previous version of the syndicated bank credit facility, and US$158.0 million (LIBoR plus 1.0%) and €61.6 million (EURIBoR plus 1.0%) were drawn under the term portion of the previous version of the syndicated bank credit facility. In addition, US$80.0 million was also drawn under the non-revolving facility of this syndicated bank credit facility and hedged using a floating to fixed interest rate swap. The unused portion of the syndicated bank credit facility was US$720.4 million at December 31, 2015 (December 31, 2014 – $296.4 million). (iii) other loans other loans include term bank loans at various rates and repayment terms. (iv) operating credit lines 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. As at December 31, 2015, the carrying amount of financial and non-financial assets pledged as collateral, against $6.7 million of long-term debt, amounted to $19.4 million. 2015 Annual Report 75 no t e s t o tHe co n s o l iD at eD F i n a n c i a l s tat eMe n t s Years ended December 31, 2015 and 2014 (In thousands of Canadian dollars, except share and per share information) 1 8 . F i n a n c e i n c oMe a nD c o s t Recognized in income statement Interest expense on financial liabilities measured at amortized cost Fees and 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 $ $ 2015 25,325 2,847 28,172 2,535 — 2,535 2014 23,960 2,745 26,705 944 208 1,152 Net finance cost recognized in income statement $ 25,637 $ 25,553 The above financial income and expense includes the following in respect of assets (liabilities) not at fair value through profit or loss: Total finance income on financial assets Total finance expense on financial liabilities 1 9. e M Ploy e e Be n eFi t s Present value of wholly unfunded defined benefit obligations Present value of partially 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 $ $ 2,535 28,172 $ $ 1,152 26,705 December 31, 2015 December 31, 2014 $ 114,548 86,263 200,811 (67,247) 133,564 3,795 17,964 — 155,323 20,107 $ 98,504 82,290 180,794 (63,005) 117,789 3,276 6,942 13,211 141,218 2,624 Total employee benefits reported in non-current liabilities $ 135,216 $ 138,594 (i) Defined contribution post-employment plans The Company sponsors defined contribution post-employment plans in Canada, the U.S., Thailand and the U.K. A post- employment plan is classified as a defined contribution plan if the Company pays fixed contributions into a fund at a separate entity and the Company has no further obligation to pay any further contributions if the fund does not hold sufficient assets to pay all employee benefits relating to employee service in the current and prior periods. The expense for company-sponsored defined contribution post-employment plans was $17.2 million in 2015 (2014 – $14.6 million) of which $0.1 million (2014 – $0.1 million) was for key management personnel. Company contributions into defined contribution state plans are included in the “Compulsory social security contributions” of note 20. (ii) Defined benefit post-employment plans The Company also has defined benefit post-employment plans in various countries of the world. Although some of these plans have elements common to defined contribution plans, the Company has accounted for these as defined benefit plans as they are not fully funded at a separate entity. 76 2015 Annual Report Partially funded defined benefit obligations The Company’s defined benefit post-employment plans are not fully funded. The obligation of these plans, net of any assets is recorded in Non-Current Liabilities on the Statement of Financial Position in Employee Benefits or, for payments expected to be made within the next twelve months, in Trade and other Payables in Current Liabilities. Fluctuations in the pension liabilities resulting from actuarial gains or losses due to changes in risk factors are recorded in other Comprehensive Income. The primary partially funded plans are in Canada, the United Kingdom and Switzerland. Details of these plans are as follows: (a) In Canada, the Company has a registered partially funded defined benefit pension plan for seven retired executives and one active employee of CCL. The Company makes all required contributions to the plans. Benefits are based on employee earnings. An actuary is involved in measuring the obligation of the plan and in calculating the expense and any contributions required. The plan is closed to new members. The primary risk factors for this plan are longevity of plan beneficiaries and discount rate volatility. The Company has determined that any surplus in the plan after all obligations have been covered is fully available to the Company. (b) In the U.K., the Company has a registered partially funded defined benefit pension plan that has no active members and is closed to new members. Benefits are based on final salary. All members of the plan are either deferred or retired and benefits are provided to spouses or dependents in the event of a member’s death before or after retirement. The Company is required to make payments of gBP650 in deficit funding contributions annually. An actuary is involved in measuring the obligation of the plan and in calculating the expense and any contributions required. The primary risk factors for this plan are longevity of plan beneficiaries and discount rate volatility for the value of the obligation, and market risk on the assets. The Company has determined that any surplus in the plan after all obligations have been covered is fully available to the Company. (c) In Switzerland, CCL provides a mandatory legislated contribution-based cash balance plan for employees that is accounted for as a post-employment defined benefit plan. Benefits from the plan are paid out at retirement, disability or death. If an employee terminates from the Company prior to retirement, the vested benefit equal to the accumulated savings account balance is transferred to the pension plan of the new employer. The plan is governed by a foundation board that is legally responsible for the operation of the plan and includes employer and employee representation, in equal numbers. A legally required minimum level of retirement benefit is based on age-related savings contributions, an insured salary defined by law and a required rate of return set annually by the Swiss government. Contributions from both employers and employees are compulsory and vary according to age and salary. The primary risk factors for this plan are longevity of plan beneficiaries, discount rate volatility for the value of the obligation and market risk on the assets. Under Swiss pension law, any surplus assets technically belong to the pension plan and any reduction in contributions is at the discretion of the Board. The most recent actuarial valuation for funding purposes for the executive defined benefit pension plan in Canada was as of January 1, 2015. The next required actuarial evaluation will be as of January 1, 2018. The most recent actuarial valuation of the U.K. defined benefit pension plan for funding purposes was as of January 1, 2014. The next required valuation is as of January 1, 2017. Wholly unfunded defined benefit obligations For defined benefit post-employment plans that have no assets, the Company simply funds the plans as benefits are paid. The primary wholly unfunded plans are in Canada, the U.S. and germany. Details of these plans are as follows: (a) In Canada, the Company maintains non-registered, wholly unfunded supplemental retirement arrangements for one active Canadian executive, eight retired Canadian executives and two retired U.S. executives or their widows. The Company makes all required contributions to the plans. Benefits are based on employee earnings. An actuary is involved in measuring the obligation of the plans and in calculating the expense and any contributions required. The plans are closed to new members. The primary risk factors for these plans are longevity of plan beneficiaries and discount rate volatility. (b) In the U.S., the Company has a post-employment wholly unfunded deferred compensation plan for designated executives (NQP). Liabilities are based strictly on the contributions made to the plan, an established rate of return and are not subject to actuarial adjustments. It allows executives to elect to defer specified portions of salary, cash bonuses and long-term incentive plan payments. The Company contributes a matching portion of the executive’s NQP deferred amount to a maximum of 8% of the executive’s base salary plus bonus. The Company may also contribute a discretionary annual company contribution based on a percentage of base salary and annual bonus. Contributions to the NQP for one of the executives vest immediately. For the other executives, immediate vesting of discretionary Company contributions and interest occurs on death, disability or change of control with normal vesting occurring at age 60 with 10 years’ service. The Company match portion and interest vests in the same manner as Company contributions in the 401k plan. Elective deferrals by the executive vest immediately. 2015 Annual Report 77 no t e s t o tHe co n s o l iD at eD F i n a n c i a l s tat eMe n t s Years ended December 31, 2015 and 2014 (In thousands of Canadian dollars, except share and per share information) (c) In germany, the Company has several wholly unfunded defined benefit plans. There are three salary-based annuity plans that are closed to new membership, but currently have 11 active members. All contributions and benefits are funded by the Company. The primary risk factors for these plans are longevity of plan beneficiaries and discount rate volatility. There are also three cash balance plans for current employees. Two of those plans, making up approximately forty percent of the total liability of the german plans, require the Company to match a specific portion of employee contributions. Upon retirement, lump sum payments are made unless an employee requests an annuity. The third cash balance plan has employer and employee contributions and pays out in three instalments upon retirement. The primary risk factors for these three plans is discount rate volatility. (d) The Company has wholly unfunded post-employment defined benefit plans in Austria, France, Italy, Mexico and Thailand. Benefits are paid out in lump sums upon retirement, disability or death. There are no employee contributions in these plans. Benefits are based on salary and length of service with the Company. The following table shows reconciliation from the opening balances to the closing balances for the defined benefit post- employment plans, including the defined benefit pension plans, supplemental retirement plans and other post-employment defined benefit plans. Partially Funded Wholly Unfunded Total $ $ 82,290 1,430 2,235 853 (9,138) (2,403) — 10,996 98,504 2,928 3,467 1,467 (2,760) (30) (243) 11,215 $ 86,263 $ 114,548 $ $ $ $ 63,005 1,587 (737) 853 2,543 (9,138) 9,134 67,247 (19,016) $ $ $ — — — 146 2,614 (2,760) — — (114,548) (19,016) $ (114,548) $ $ $ $ $ $ 180,794 4,358 5,702 2,320 (11,898) (2,433) (243) 22,211 200,811 63,005 1,587 (737) 999 5,157 (11,898) 9,134 67,247 (133,564) (133,564) 2015 Accrued benefit obligation: Balance, beginning of year Current service cost Interest cost Employee contributions Benefits paid Actuarial gains Effect of curtailment Effect of movements in exchange rates Balance, end of year 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 78 2015 Annual Report 2014 Accrued benefit obligation: Balance, beginning of year Opening balance from acquisitions Current service cost Interest cost Employee contributions Benefits paid Actuarial loss Reinstatements and transfers Effect of movements in exchange rates Balance, end of year Plan assets: Fair value, beginning of year Opening balance from acquisitions Expected return on plan assets Actuarial gains 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 Partially Funded Wholly Unfunded Total $ $ 37,553 31,877 474 2,381 378 (1,313) 10,372 — 568 85,638 2,450 2,625 3,948 1,163 (2,278) 2,966 (21) 2,013 $ 82,290 $ 98,504 $ $ $ $ 25,058 32,665 1,871 1,953 378 1,905 (1,313) 488 63,005 (19,285) (19,285) $ $ $ $ — — — — 137 2,141 (2,278) — — (98,504) (98,504) $ $ $ $ $ $ 123,191 34,327 3,099 6,329 1,541 (3,591) 13,338 (21) 2,581 180,794 25,058 32,665 1,871 1,953 515 4,046 (3,591) 488 63,005 (117,789) (117,789) 2015 Annual Report 79 no t e s t o tHe co n s o l iD at eD F i n a n c i a l s tat eMe n t s Years ended December 31, 2015 and 2014 (In thousands of Canadian dollars, except share and per share information) Net defined benefit plan expense $ 2,078 $ 6,395 $ The Company’s net defined benefit plan expense is as follows: 2015 Current service cost Net interest cost on net defined benefit liability Net defined benefit plan expense Net defined benefit plan expense recorded in: Cost of sales Selling, general and administrative expenses Finance cost 2014 Current service cost Net interest cost on net defined benefit liability Net defined benefit plan expense Net defined benefit plan expense recorded in: Cost of sales Selling, general and administrative expenses Finance cost Net defined benefit plan expense Actuarial gains/(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 Experience gains/(losses) on plan liabilities Experience gains/(losses) on plan assets Plan assets consist of the following: 2015 Equity securities Debt securities Real estate Other Total 2014 Equity securities Debt securities Real estate Other Total Partially Funded Wholly Unfunded $ $ $ $ $ $ 1,430 648 2,078 907 1,171 — 2,928 3,467 $ 6,395 $ 8,473 $ 2,138 4,198 59 Partially Funded Wholly Unfunded $ $ $ $ 474 510 984 272 712 — 984 $ $ $ 2,625 3,948 $ 6,573 $ $ 1,579 4,942 52 $ 6,573 $ Total 4,358 4,115 3,045 5,369 59 8,473 Total 3,099 4,458 7,557 1,851 5,654 52 7,557 $ $ $ 2015 (23,254) 1,696 (21,558) 2,667 (737) $ $ $ 2014 (11,869) (11,385) (23,254) (860) 1,953 Partially Funded Wholly Unfunded 49% 33% 9% 9% 100% — — — — — Partially Funded Wholly Unfunded 47% 34% 5% 14% 100% — — — — — Total 49% 33% 9% 9% 100% Total 47% 34% 5% 14% 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. 80 2015 Annual Report The actual returns on plans assets are as follows: 2015 2014 Partially Funded Wholly Unfunded $ $ 850 3,824 — — $ $ Total 850 3,824 The weighted average economic assumptions used to determine post-employment benefit obligations are as follows: December 31, 2015 Discount rate Expected rate of compensation increase December 31, 2014 Discount rate Expected rate of compensation increase Partially Funded Wholly Unfunded Total 2.47% 2.16% 2.55% 2.19% 2.31% 2.57% 2.44% 2.59% 2.39% 2.44% 2.50% 2.45% The weighted average economic assumptions used to determine post-employment plan expenses are as follows: December 31, 2015 Discount rate Expected rate of compensation increase December 31, 2014 Discount rate Expected rate of compensation increase Partially Funded Wholly Unfunded Total 2.55% 2.19% 4.58% 3.00% 2.44% 2.59% 2.95% 2.51% 2.50% 2.45% 3.48% 2.68% The sensitivity analysis on the defined benefit obligation is as follows, and is prepared by altering one assumption at a time and keeping the other assumptions unchanged. The resulting defined benefit obligation is then compared to the defined benefit obligation in the disclosures: Discount rate (increase 1%) Discount rate (decrease 1%) Longevity (+1 year) Inflation (+0.25%) Inflation (-0.25%) Salary (increase 1%) Salary (decrease 1%) Duration (years) Partially Funded Wholly Unfunded (16,347) 17,593 3,360 1,322 (1,322) 2,356 (2,274) 19 (7,577) 7,895 869 45 (295) 1,333 (1,150) 11 The Company expects to contribute $2.5 million to the partially funded defined benefit plans and pay $2.1 million in benefits for the wholly unfunded plans in 2016. (iii) long-term incentive, long-service leave, jubilee and other plans The Company has long-term incentive plans with cash and share-based payments, long-service leave plans and jubilee plans in various countries around the world. As at December 31, 2015, $18.0 million (2014 – nil) of the total obligation of $21.8 million (2014 – $23.4 million) is classified as current, and reported in other payables. During 2015, $3.2 million in share- based payments were settled for cash (2014 – nil) and $18.4 million was transferred to contributed surplus (note 22). The expense for these plans was $21.0 million in 2015 (2014 – $15.9 million). 2015 Annual Report 81 no t e s t o tHe co n s o l iD at eD F i n a n c i a l s tat eMe n t s Years ended December 31, 2015 and 2014 (In thousands of Canadian dollars, except share and per share information) 2 0. P eR s o n n e l eX Pe n s e s Wages and salaries Compulsory social security contributions Contributions to company-sponsored defined contribution plans Expenses related to defined benefit plans Equity-settled share-based payment transactions 2 1 . in c oMe 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 14) Origination and reversal of temporary differences Impact of tax rate changes Recognition of previously unrecognized tax losses and deductible temporary differences Total income tax expense 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 changes Recognition of previously unrecognized tax losses and deductible temporary differences Losses and deductible temporary differences for which no deferred tax asset was recognized Non-deductible expenses and other items Income tax recovery recognized directly in other comprehensive income Derivatives and foreign currency translation adjustments Actuarial gains and losses Total income tax recovery recognized directly in other comprehensive income $ 2015 602,840 61,535 17,193 8,473 8,425 $ 2014 511,884 55,188 14,574 7,557 8,726 $ 698,466 $ 597,929 2015 2014 $ $ $ $ $ $ $ $ 121,677 14,964 108 (15,678) (606) 121,071 2015 25.27% 295,078 121,071 3,477 412,672 104,282 25,350 108 (15,678) 950 6,059 121,071 (2,300) 535 $ $ $ $ $ $ $ (1,765) $ 78,810 13,519 — (4,697) 8,822 87,632 2014 25.27% 216,566 87,632 3,686 300,512 75,939 16,234 — (4,697) 2,046 (1,890) 87,632 (1,163) (2,336) (3,499) 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. 82 2015 Annual Report 2 2 . s HaRe -B a s eD P ayMe n t s At December 31, 2015, 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. 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. Current options vest 25% one year from the 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. For options and share awards granted for stock-based compensation, $8.4 million (2014 – $8.7 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 2015 0.73% 2014 1.62% 4.5 years 4.5 years 25% $ 1.50 $ 25% 1.00 A summary of the status of the Company’s Employee Stock option Plan as of December 31, 2015 and 2014, and changes during the years ended on those dates, is presented below: Outstanding at beginning of year Granted Exercised Forfeited Outstanding at end of year Options exercisable at end of year 2015 Weighted Average Exercise Price $ $ $ 56.00 137.39 45.34 — 92.96 79.75 Shares (000s) 755 195 (404) — 546 120 2014 Weighted Average Exercise Price 37.44 87.17 28.94 87.17 56.00 36.53 Shares (000s) 829 235 (304) (5) 755 216 $ $ $ The weighted average share price at the date of exercise in 2015 was $171.66 (2014 – $104.07). The following table summarizes information about the employee stock options outstanding at December 31, 2015. Range of Exercisable Prices $35.65–$56.00 $56.01–$88.00 $88.01–$137.39 $35.65–$137.39 Options Outstanding Options Exercisable Options Outstanding (000s) Weighted Average Remaining Contractual Life Weighted Average Exercise Price Options Exercisable (000s) Weighted Average Exercise Price 173 185 188 546 1.9 years 3.1 years 4.2 years $ 50.86 87.17 137.39 56 45 19 $ 53.71 87.17 137.39 3.1 years $ 92.96 120 $ 79.75 2015 Annual Report 83 no t e s t o tHe co n s o l iD at eD F i n a n c i a l s tat eMe n t s Years ended December 31, 2015 and 2014 (In thousands of Canadian dollars, except share and per share information) (ii) Deferred share units 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 until DSU holdings of three times the base retainer have been achieved. 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, the number of Class B non-voting shares of the Company equating to the number of his or her DSUs on the redemption date. Prior to November 2015, the Company accounted for DSUs as cash-settled share-based payment transactions. In November 2015, the DSU plan was amended from a cash-settled plan to an equity-settled plan, with settlement in treasury shares. As a result, the Company accounts for the amended DSU plan as equity-settled share-based payment transactions. At the date of modification, the Company reclassified the liability of $18.4 million to contributed surplus. The Company had 85,882 DSUs outstanding as at December 31, 2015. The amount recognized as an expense in 2015 totalled $8.7 million (2014 – $5.3 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 15. 2 3 . F i n a n c i a l i n s tR uMe n t s (a) cash flow hedges The Company is party to 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 rates over the long term. The hedged item was US$80.0 million of the syndicated bank credit facility. Fair value of this IRSA is recorded in derivative instruments on the consolidated statements of financial position. Change in fair value of the IRSA and the change in fair value of the debt are recorded in other comprehensive income. No ineffectiveness was recognized in the consolidated income statement as this has been and continues to be a fully effective hedge. This swap matures in September 2016. Notional Principal Amount Paid (USD) Interest Rate Received (USD) 2015 (CAD) Fair Value December 31 2014 (CAD) Maturity Effective Date USD80.0 million 1.047% 3-month LIBOR $ (253.0) $ (488.1) September 13, 2016 September 13, 2013 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 in other comprehensive income. Any ineffective portion is recorded in selling, general and administrative expenses. For 2015 and 2014, 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 US$100/MT increase (decrease) in the price of aluminum would have resulted in a $0.6 million (2014 – $0.2 million) decrease (increase) in other comprehensive income and no impact on the earnings from operations (2014 – nil) of the Company. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. 84 2015 Annual Report (b) Hedges of net investment in self-sustaining operations US$239.0 million (2014 – US$239.0 million) of unsecured senior notes and US$208.0 million (2014 – US$238.0 million) of the unsecured syndicated bank credit facility (hedging items) 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 the unsecured senior notes, the unsecured syndicated bank credit facility 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. €61.6 million (2014 – €61.6 million) of the unsecured syndicated bank credit facility (hedging item) have been used to hedge the Company’s exposure to its net investment in self-sustaining euro-denominated operations with a view to reducing foreign exchange fluctuations. The foreign exchange effect of both the unsecured syndicated bank credit facility and the net investment in euro-denominated subsidiaries is reported in other comprehensive income. This has been and continues to be a 100% fully effective hedge as the notional amount of the hedging item equals the portion of the net investment balance being hedged. No ineffectiveness has been recognized in the income statement. £134.0 million (2014 – nil) of the unsecured syndicated bank credit facility (hedging item) have been used to hedge the Company’s exposure to its net investment in self-sustaining UK pound sterling-denominated operations with a view to reducing foreign exchange fluctuations. The foreign exchange effect of both the unsecured syndicated bank credit facility and the net investment in UK pound sterling-denominated subsidiaries is reported in other comprehensive income. This has been and continues to be a 100% fully effective hedge as the notional amount of the hedging item equals the portion of the net investment balance being hedged. No ineffectiveness has been recognized in the income statement. (c) 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 impairment losses The aging of trade receivables at the reporting date was: Under 31 days Between 31 and 90 days Greater than 90 days December 31, 2015 December 31, 2014 $ 405,692 524,621 21,016 $ 221,873 380,965 16,463 $ 951,329 $ 619,301 December 31, 2015 December 31, 2014 $ 299,639 187,463 22,125 $ 216,820 138,918 20,862 $ 509,227 $ 376,600 2015 Annual Report 85 no t e s t o tHe co n s o l iD at eD F i n a n c i a l s tat eMe n t s Years ended December 31, 2015 and 2014 (In thousands of Canadian dollars, except share and per share information) The movement in the allowance for impairment in respect of trade receivables during the year was as follows: Balance at January 1 Increase (decrease) during the year Balance at December 31 December 31, 2015 December 31, 2014 $ $ 12,405 2,742 $ 13,809 (1,404) 15,147 $ 12,405 Based on historical default rates, the Company believes that no impairment allowance is necessary in respect of trade receivables not past due. (d) 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: December 31, 2014 December 31, 2015 Payments Due by Period (In millions of Canadian dollars) Carrying Amount Carrying Amount Contractual Cash Flows 0–6 Months 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 Unsecured syndicated bank credit facility Other long-term obligations Interest on unsecured senior notes Interest on unsecured syndicated bank credit facility Interest on other long-term debt Trade and other payables Derivative financial liabilities Outflow – CF hedges Interest on derivatives Accrued post-employment benefit liabilities Operating leases Total contractual cash obligations 2.4 10.8 276.8 5.7 362.6 0.8 $ 1.3 11.4 330.5 8.0 653.9 0.4 $ 1.3 11.4 330.8 8.0 653.9 0.4 * * 27.0* — 0.2 — — — 46.8* 4.9 — 519.4 — 711.0 1.6 711.0 0.6 711.0 0.8 * * — 1.4 * * — 1.1 0.4* 44.7* 95.1 1.1 0.2 1.5 10.8 $ $ 0.5 0.1 152.2 1.5 $ 0.5 10.5 — 1.4 $ — 0.5 178.6 2.3 $ — 0.1 — 0.2 0.3 0.2 — 2.6 — — 653.9 — 12.2 8.0 10.6 26.0 0.3 — — — 5.2 17.8 0.2 — — — 15.7 32.7 — — — — — — — — 20.8 23.0 — 0.2 6.8 5.3 0.5 — — 0.2 1.5 10.8 $ 1,179.3 $ 1,717.9 $ 1,933.5 $ 884.6 $ 37.7 $ 49.2 $ 917.9 $ 44.1 * Accrued long-term employee benefit and post-employment benefit liability of $2.1 million, accrued interest of $7.3 million on unsecured senior notes and unsecured syndicated bank credit facility and accrued interest of nil on derivatives are reported in trade and other payables in 2015 (2014: $2.6 million, $6.5 million and nil, respectively). 86 2015 Annual Report 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, 2014 Carrying Amount Carrying Amount Contractual Cash Flows 0–6 Months 6–12 Months 1–2 Years 2–5 Years More than 5 Years December 31, 2015 Payments Due by Period Assets Liabilities Total $ $ — 0.3 $ — 1.1 $ $ 0.4 1.9 $ 0.2 1.5 0.2 0.4 $ — — $ — — $ — — (0.3) $ (1.1) $ (1.5) $ (1.3) $ (0.2) $ — $ — $ — (e) currency risk exposure to currency risk The Company’s exposure to foreign currency risk was as follows based on notional amounts: December 31, 2015 December 31, 2014 U.S. Dollar 122,366 165,973 239,684 447,000 U.K. Pound 17,676 40,236 33,670 134,046 Euro 63,918 68,588 92,028 64,795 U.S. Dollar 70,578 148,000 227,816 476,642 U.K. Pound 7,429 11,946 9,418 — Euro 44,679 66,549 76,717 67,323 Cash and cash equivalents Trade and other receivables Trade and other payables Long-term debt sensitivity analysis 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 U.K. pound 2015 8,906 20,380 5,836 Equity 2014 5,868 11,289 6,765 Income Statement 2014 812 337 (47) 2015 346 948 (4) 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. (f) interest rate risk An increase of 100 basis points in interest rates on the floating rate debt and cash as at the reporting date would decrease net income by $2.0 million (2014 – $2.0 million decrease) and have no impact on other comprehensive income. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. 2015 Annual Report 87 no t e s t o tHe co n s o l iD at eD F i n a n c i a l s tat eMe n t s Years ended December 31, 2015 and 2014 (In thousands of Canadian dollars, except share and per share information) (g) Fair values versus carrying amounts The fair values 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 Assets carried at amortized cost: Loans and receivables Cash and cash equivalents Liabilities carried at fair value: Contingent consideration Derivative financial liabilities Liabilities carried at amortized cost: Trade and other payables Unsecured syndicated bank credit facility Unsecured senior notes Other loans Finance lease liabilities December 31, 2015 December 31, 2014 Carrying Amount Fair Value Carrying Amount Fair Value $ 21,016 $ 21,016 $ 16,463 $ 16,463 524,621 405,692 524,621 405,692 380,965 221,873 380,965 221,873 $ 930,313 $ 930,313 $ 602,838 $ 602,838 — 1,348 1,348 $ — 1,348 1,348 $ 5,305 768 6,073 $ $ 710,999 653,905 330,451 13,169 7,994 710,999 653,884 355,170 13,169 7,994 519,440 362,576 276,832 13,960 5,700 5,305 768 6,073 519,440 362,578 307,415 13,960 5,700 $ 1,716,518 $ 1,741,216 $ 1,178,508 $ 1,209,093 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 spread. 88 2015 Annual Report (h) Fair value hierarchy The table below summarizes level of hierarchy for financial assets and liabilities. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying value is a reasonable approximation of fair value. 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). December 31, 2015 Available-for-sale financial assets Derivative financial liabilities Unsecured senior notes December 31, 2014 Available-for-sale financial assets Derivative financial liabilities Contingent consideration Unsecured senior notes Level 1 Level 2 Level 3 Total $ $ $ $ $ $ — — — — — — — — — $ $ $ $ $ $ 21,016 1,348 — 1,348 16,463 768 — — 768 $ $ $ $ $ — — 355,170 $ $ 21,016 1,348 355,170 355,170 $ 356,518 — — 5,305 307,415 $ $ 16,463 768 5,305 307,415 $ 312,720 $ 313,488 2 4 . F i n a n c i a l Ri sK Ma n ag eMe n t The Company has exposure to the following risks from its use of financial instruments: • credit risk; • liquidity risk; and • 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. 2015 Annual Report 89 no t e s t o tHe co n s o l iD at eD F i n a n c i a l s tat eMe n t s Years ended December 31, 2015 and 2014 (In thousands of Canadian dollars, except share and per share information) 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, 2015, 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 2020. 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. 90 2015 Annual Report 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. The Company defines capital as total 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 2015, the return on capital was 21.1% (2014 – 20.1%) 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 equity) is a maximum of 45%. This ratio was 27% at December 31, 2015 (2014 – 26%) 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 3.1% (2014 – 3.6%). 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 and its unsecured syndicated bank credit facility. This includes a covenant requiring a minimum consolidated net worth. The Company monitors the ratios on a quarterly basis and at December 31, 2015, was in compliance with all its covenants. 2 5. coM Mi tMe n t s Non-cancellable operating lease rentals are payable as follows: Less than one year Between one and five years More than five years $ 2015 21,586 50,572 22,934 $ $ 95,092 $ 2014 17,090 41,728 24,690 83,508 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, 2015, $18.8 million was recognized as an expense in the income statement in respect of operating leases (2014 – $16.3 million). 2 6. R e l at eD P aR t i e s 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 94.8% of the issued and outstanding Class A voting shares. loan guarantee The Company has provided various loan guarantees for its joint ventures and associates totalling $40.8 million. 2 7. K e y Ma n ag eMe n t PeR s o n n e l c oM Pe n sat i o n Short-term employee compensation and benefits Share-based compensation Post-employment benefits $ 2015 13,032 4,561 612 $ 2014 10,403 3,640 601 $ 18,205 $ 14,644 2015 Annual Report 91 no t e s t o tHe co n s o l iD at eD F i n a n c i a l s tat eMe n t s Years ended December 31, 2015 and 2014 (In thousands of Canadian dollars, except share and per share information) 2 8 . a c c uMu l at eD otHeR c oM P ReHe n s iVe i n c oMe Unrealized foreign currency translation gains, net of tax recovery of $4,896 (2014 – tax recovery of $2,833) Losses on derivatives designated as cash flow hedges, net of tax recovery of $374 (2014 – tax recovery of $137) 2 9. R e s tR u c t uRi n g a nD otHeR i t eMs Label Segment restructuring Avery Segment restructuring Contingent consideration Acquisition costs Total restructuring and other items 2015 2014 $ 112,584 $ 3,882 (858) (517) $ 111,726 $ 3,365 $ $ 2015 5,025 4,632 (3,634) — $ 6,023 $ 2014 6,343 1,447 — 1,314 9,104 In 2015, the Label Segment recorded $5.0 million ($4.4 million, net of tax) in restructuring costs primarily related to severance and closure costs for the recent worldmark and 2014 Bandfix Ag acquisitions, as well as severance costs associated with the closing of a plant in France. In 2015, the Avery Segment recorded $4.6 million ($3.0 million, net of tax) in restructuring costs for the previously announced closure of the Avery Meridian, Mississippi, binder manufacturing facility and for final European severance costs. In 2015, the Company reversed $3.6 million, with no tax impact, of accrued contingent consideration related to the 2014 acquisition of DekoPak Ambalaj San. Ve Tic. A.S. In 2014, the Avery Segment recorded $1.4 million ($1.1 million, net of tax) in restructuring costs primarily related to severance costs for European operations. In 2014, the Label Segment recorded $6.3 million ($5.4 million, net of tax) in restructuring costs primarily related to severance costs associated with the closure of a facility in France as well as severance costs associated with the 2013 acquisition of the Designed & Engineered Solutions and the 2014 Sancoa businesses. 3 0. s uB s e Qu e n t eVe n t s In January 2016, CCL acquired woelco Ag, a supplier of durable labeling systems for Industrial & Automotive customers based near Stuttgart with subsidiary operations in both the United States and China for approximately $27.0 million net cash purchase consideration. In January 2016, CCL acquired Label Art Ltd. and Label Art Digital Ltd., two privately owned companies with common shareholders, based in Dublin, Ireland. Label Art is a leading pressure sensitive label producer in Ireland with a focus on Healthcare & Specialty customers in Ireland and the United Kingdom. The agreed purchase consideration in acquired debt and cash is approximately $15.0 million, subject to customary closing adjustments. CCL invested $6.0 million in cash to increase its stake to 75% in the tube manufacturing joint venture in Bangkok, Thailand, with Taisei Kako Co. Ltd. of Japan. The Board of Directors has declared a dividend of $0.50 per Class B non-voting share and $0.4875 per Class A voting share, which will be payable to shareholders of record at the close of business on March 17, 2016, to be paid on March 31, 2016. 92 2015 Annual Report siX ye aR F i n a n c i a l s uM MaR y (In thousands of Canadian dollars, except per share and ratio data) Sales and Net Earnings Sales Depreciation and amortization Finance cost/ Interest expense Net earnings Basic net earnings per Class B share 25,637 295,0781 $ $ 8.501 Financial Position Current assets Current liabilities Working capital6 Total assets Net debt Shareholders’ equity Net debt to equity ratio Net debt to total book capitalization $ 1,229,864 912,849 317,015 3,582,305 599,827 $ 1,621,878 0.37 2015 2014 2013 2012 2011 2010 $ 3,039,112 $ 2,585,637 $ 1,889,426 $ 1,308,551 $ 1,268,477 $ 1,192,318 164,081 146,421 120,155 102,564 100,177 95,406 25,553 216,5662 6.312 25,648 103,5883 3.043 $ $ $ $ $ 821,883 600,197 221,686 2,618,375 437,196 $ 1,216,219 0.36 $ 770,193 544,549 225,644 2,401,648 502,951 $ 1,018,135 0.49 $ $ $ $ 20,919 97,490 2.91 476,909 322,155 154,754 1,602,359 140,061 887,187 0.16 $ $ $ $ 21,384 84,1264 2.544 426,559 256,243 170,316 1,613,481 213,270 816,880 0.26 $ $ $ $ 25,285 71,0935 2.175 440,836 317,985 122,851 1,627,974 248,702 769,327 0.32 27.0% 26.4% 33.1% 13.6% 20.7% 24.4% 2,368 32,729 34,716 2,368 32,325 34,365 2,368 32,021 34,150 2,369 31,451 2,374 31,315 2,374 30,912 33,484 33,111 32,830 $ 475,260 $ 403,530 $ 333,738 $ 199,322 $ 171,376 $ 168,399 172,214 356,703 52,296 153,657 115,876 37,943 116,097 528,319 29,408 93,555 11,591 32,088 81,447 25,156 23,343 85,794 1,246 20,730 $ 1.50 $ 1.10 $ 0.86 $ 0.78 $ 0.70 $ 0.66 1 After pre-tax restructuring and other items – net loss of $6.0 million. 2 After pre-tax restructuring and other items – net loss of $9.1 million. 3 After pre-tax restructuring and other items – net loss of $45.2 million. 4 After pre-tax restructuring and other items – net loss of $0.8 million. 5 After pre-tax restructuring and other items – net loss of $0.2 million. 6 Current assets minus liabilities. 2015 Annual Report 93 Number of Shares (000s) Class A – Dec. 31 Class B – Dec. 31 Weighted average for the year Cash Flow Cash provided by operating activities Additions to plant, property and equipment Business acquisitions Dividends Dividends per Class B share 2 0 1 5 B u s i n e s s le aDeR sHiP north america europe asia Pacific John Pedroli President, CCL Industries North America günther Birkner President, Food and Beverage worldwide Jim anzai Vice President and Managing Director, Asia Charlotte, North Carolina, USA Hohenems, Austria Singapore Peter Fleissner group Vice President, CCL Design worldwide Da gang li Vice President and Managing Director, China Solingen, germany Shanghai, PR China Ben Rubino President, Home and Personal Care worldwide Lumberton, New Jersey, USA Jim sellors President, Avery North America Brea, California, USA tommy nielsen group Vice President, Healthcare and Specialty CCL Label Europe Randers, Denmark Kittipong Kulratanasinsuk Managing Director, Thailand Bangkok, Thailand John o’Brien Managing Director, Australia Adelaide, Australia latin america luis Jocionis Vice President and Managing Director, South America Sao Paolo, Brazil Ben lilienthal Vice President and Managing Director, CCL and Avery Mexico Mexico City, Mexico eric Frantz Vice President operations, Home and Personal Care North America Mark cooper Vice President and Managing Director, Avery Europe and Asia Pacific Hermitage, Pennsylvania, USA Maidenhead, U.K. Bill goldsmith Vice President and general Manager, CCL Design North America Derek cumming Vice President and general Manager, CCL Design, Electronics Schererville, Indiana, USA East Kilbride, Scotland al green Vice President Technology Development, Werner ehrmann Vice President, Technology Development Clinton, South Carolina, USA Holzkirchen, germany Jamie Robinson Vice President and Managing Director, Home and Personal Care Europe Castleford, U.K. thomas summer Vice President and Managing Director, Sleeves Central & Eastern Europe Hohenems, Austria andy iseli Vice President and general Manager, CCL Tube Los Angeles, California, USA guy Kiraly Vice President and general Manager, Container North America Hermitage, Pennsylvania, USA allison Phillips Vice President and general Manager, Avery North America Printable Media Brea, California, USA lee Pretsell Vice President and general Manager, Healthcare and Specialty North America Toronto, ontario, Canada 94 2015 Annual Report 2 0 1 5 c c l o F Fi c eR s Donald g. lang Executive Chairman geoffrey t. Martin President and Chief Executive officer Kamal Kotecha Vice President, Taxation Mark Mcclendon Vice President and general Counsel susan V. snelgrove Vice President, Risk and Environmental Management lalitha Vaidyanathan Senior Vice President, Finance-IT-Human Resources, CCL Industries sean P. Washchuk Senior Vice President and Chief Financial officer anne Brayley Vice President, Internal Audit nick Vecchiarelli Vice President, Corporate Accounting Monika Vodermaier Vice President, Corporate Finance Europe and Asia 2 0 1 5 B o aR D oF D iRe c t oR s Paul J. Block Director since 1997 Chairman and CEo, Proteus Capital Associates New York, U.S.A. edward e. guillet Director since 2008 Independent Human Resources Consultant California, U.S.A. alan D. Horn Director since 2008 President and CEo, Rogers Telecommunications Limited and Chairman, Rogers Communications Inc. ontario, Canada Kathleen l. Keller-Hobson Director since 2015 Corporate Director ontario, Canada Donald g. lang Director since 1991 Executive Chairman, CCL Industries 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. thomas c. Peddie Director since 2003 Executive Vice President and CFo, Corus Entertainment Inc. ontario, Canada Mandy shapansky Director since 2014 Corporate Director ontario, Canada 2015 Annual Report 95 2 0 1 5 s HaReHo lDeR inF oR Mat i o n auditors KPMg LLP legal counsel McMillan LLP transfer agent CST Trust Company P.o. Box 700 Postal Station B Montreal, QC H3B 3K3 Email: AnswerLine: Fax: website: inquiries@canstockta.com (416) 682-3860 or (800) 387-0825 (888) 249-6189 www.canstockta.com Financial information Institutional investors, analysts and registered representatives requiring additional information may contact: 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 Toronto, oN M2H 3P8 Tel: Fax: Email: website: (416) 756-8500 (416) 756-8555 ccl@cclind.com www.cclind.com annual and special Meeting of shareholders The Annual and Special Meeting of Shareholders will be held on: May 5, 2016 at 1:00 p.m. CCL Industries Inc. 105 gordon Baker Road Suite 500 Toronto, oN M2H 3P8 class B share information Stock Symbol CCL.B listed tsX Opening price 2015 Closing price 2015 Number of trades Trading volume (shares) Trading value Annual dividends declared shares outstanding at December 31, 2015 Class A voting shares Class B non-voting shares $126.63 $224.37 180,945 22,449,141 $3,877,549,597 $1.50 2,367,525 32,729,096 m o c . r i m b . w w w o s s e d a r I s l l i M n a y r B r i m b y b d e n g i s e D 96 2015 Annual Report This report is printed on recyclable, acid-free and chlorine free paper. Printed in Canada. CCL Label China Celebrating 10 Years of Continuous Growth In 2005, CCL began its adventure in China building a green field production facility in Guangzhou. 2015 therefore marks our 10th anniversary in the second most important economy in the world. Since our start 10 years ago CCL Label developed into a strong business, now with 360 employees working in three plants (Guangzhou, Hefei and Tianjin) covering all the important economic geographies of this large country. Carefully designed strategies and a talented, long term focused, core leadership team play important roles in our success. In the Chinese label industry, CCL is now recognized as one of the best employers and market players in terms of innovation, product quality & service partnering with both global and fast growing Chinese brand owners in the consumer products industry. In late 2015 CCL acquired Worldmark for our CCL Design business bringing six additional plants in China and a focus on one of the country’s most important industries: Electronics. The acquisition has made us the largest player in the Chinese label industry and increased our employment base to more than 1,700 people. Despite the slower rate of growth many customers reported in China this past year, CCL continues to believe the country represents one of the better opportunities for economic development in the global label industry. We are proud of everything our team has achieved in such a short space of time and look forward to their increasing contributions. CCL China management team Henry Li, Gary Shan, Ying Lin, Dagang Li, Maggie Ma, Jason Li, Rex Qian Min Chen, Echo Yu, Jeff Li, Huan Yang, Rika Zhang, Pauline Wen, Anson Huo OVER 1,700 EMPLOYEES IN 9 PLANTS IN CHINA CCL Label: Guangzhou, Hefei, and Tianjin, CCL Design: Suzhou (3 plants), Chongqing, Tianjin, Shenzen and Taiwan (Design Center) CCL Industries Inc. 105 gordon Baker Road, Suite 500 Toronto, on m2h 3p8, Canada Tel +1 (416) 756 8500 161 Worcester Road Framingham, mA 01701, USA Tel +1 (508) 872 4511 www.cclind.com 

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