Consolidated Condensed Interim Financial Statements (In thousands of Canadian dollars) CCL INDUSTRIES INC.

Transcription

1 Consolidated Condensed Interim Financial Statements (In thousands of Canadian dollars) CCL INDUSTRIES INC. Interim periods ended March 31, 2016 and 2015 Unaudited

2 CCL Industries Inc. Consolidated condensed interim statements of financial position Unaudited In thousands of Canadian dollars Assets Current assets As at March 31 As at December Cash and cash equivalents $ 320,140 $ 405,692 Trade and other receivables 551, ,621 Inventories 279, ,600 Prepaid expenses 17,288 20,562 Income tax recoverable 5,679 18,389 Total current assets 1,174,457 1,229,864 Property, plant and equipment 1,090,258 1,085,506 Goodwill 831, ,838 Intangible assets 345, ,340 Deferred tax assets 7,605 12,293 Equity accounted investments 61,213 61,502 Other assets 28,614 30,962 Total non-current assets 2,364,569 2,352,441 Total assets $ 3,539,026 $ 3,582,305 Liabilities Current liabilities Bank indebtedness $ 1,006 $ - Trade and other payables 601, ,999 Current portion of long-term debt (note 8) 17, ,103 Income taxes payable 33,173 33,652 Derivative instruments 873 1,095 Total current liabilities 654, ,849 Long-term debt 1,011, ,416 Deferred tax liabilities 80,495 59,860 Employee benefits 138, ,216 Provisions and other long-term liabilities 12,324 13,833 Derivative instruments Total non-current liabilities 1,242,912 1,047,578 Total liabilities 1,897,104 1,960,427 Equity Share capital 283, ,882 Contributed surplus 48,290 50,584 Retained earnings 1,255,088 1,182,686 Accumulated other comprehensive income (note 5) 52, ,726 Total equity attributable to shareholders of the Company 1,639,642 1,621,878 Non-controlling interest (note 3(c)) 2,280 - Total equity 1,641,922 1,621,878 Acquisitions (note 3) Subsequent events (note 9) Total liabilities and equity $ 3,539,026 $ 3,582,305 See accompanying selected explanatory notes to the consolidated condensed interim financial statements.

3 CCL Industries Inc. Consolidated condensed interim income statements Unaudited In thousands of Canadian dollars, except per share data Three Months Ended March Sales $ 866,818 $ 705,870 Cost of sales 615, ,648 Gross profit 251, ,222 Selling, general and administrative 112,230 94,489 Restructuring and other items (note 6) 2, Earnings in equity accounted investments (808) (518) 136, ,311 Finance cost 8,782 6,706 Finance income (879) (396) Net finance cost 7,903 6,310 Earnings before income taxes 129,007 97,001 Income tax expense 39,283 28,855 Net earnings $ 89,724 $ 68,146 Attributable to: Shareholders of the Company $ 89,919 $ 68,146 Non-controlling interest (note 3(c)) (195) - Net earnings for the period $ 89,724 $ 68,146 Basic earnings per Class B share $ 2.57 $ 1.97 Diluted earnings per Class B share $ 2.54 $ 1.93 See accompanying selected explanatory notes to the consolidated condensed interim financial statements.

4 CCL Industries Inc. Consolidated condensed interim statements of comprehensive income Unaudited In thousands of Canadian dollars Three Months Ended March Net earnings $ 89,724 $ 68,146 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 recovery of $4,788 for the three-month period ending March 31, 2016 ( tax expense of $4,333) (122,843) 84,293 Net gains (losses) on hedges of net investment in foreign operations, net of tax expense of $6,092 for the three-month period ending March 31, 2016 ( tax recovery of $6,079) 63,550 (42,030) Effective portion of changes in fair value of cash flow hedges, net of tax expense of $56 for the three-month period ending March 31, 2016 ( tax recovery of $237) 160 (576) Net change in the fair value of cash flow hedges transferred to the income statement, net of tax recovery of $85 for the three-month period ending March 31, 2016 ( tax recovery of $63) Other comprehensive income (loss), net of tax (58,960) 41,815 Total comprehensive income $ 30,764 $ 109,961 Attributable to: Shareholders of the Company $ 30,959 $ 109,961 Non-controlling interest (195) - Total comprehensive income $ 30,764 $ 109,961 See accompanying selected explanatory notes to the consolidated condensed interim financial statements.

5 CCL Industries Inc. Consolidated condensed interim statements of changes in equity Unaudited In thousands of Canadian dollars Class A shares Class B shares Shares held in trust Total share capital Contributed surplus Retained earnings Accumulated other comprehensive income Total Noncontrolling interest Total equity Balances, January 1, 2015 $ 4,504 $ 257,521 $ (13,938) $ 248,087 $ 26,241 $ 938,526 $ 3,365 $ 1,216,219 $ - $ 1,216,219 Net earnings ,146-68,146-68,146 Dividends declared Attributable to Shareholders of the Company Class A (858) - (858) - (858) Class B (12,091) - (12,091) - (12,091) Stock-based compensation plan , ,385-1,385 Shares purchased and held in trust - - (72) (72) (72) - (72) Stock option expense - 4,495-4,495 1, ,533-5,533 Stock options exercised (828) - - (828) - (828) Income tax effect related to stock options (44) - - (44) - (44) Other comprehensive income ,815 41,815-41,815 Balances, March 31, 2015 $ 4,504 $ 262,016 $ (14,010) $ 252,510 $ 27,792 $ 993,723 $ 45,180 $ 1,319,205 $ - $ 1,319,205 Class A shares Class B shares Shares held in trust Total share capital Contributed surplus Retained earnings Accumulated other comprehensive income Total Noncontrolling interest Total equity Balances, January 1, 2016 $ 4,504 $ 279,807 $ (7,429) $ 276,882 $ 50,584 $ 1,182,686 $ 111,726 $ 1,621,878 $ - $ 1,621,878 Acquisition of subsidiary with non-controlling interest ,475 2,475 Net earnings ,919-89,919 (195) 89,724 Dividends declared Attributable to Shareholders of the Company Class A (1,154) - (1,154) - (1,154) Class B (16,363) - (16,363) - (16,363) Stock-based compensation plan Shares redeemed from trust - - 6,618 6,618 (6,618) Shares purchased and held in trust - - (2) (2) (2) - (2) Stock option expense , ,470-1,470 Income tax effect related to stock options , ,803-2,803 Other comprehensive income (58,960) (58,960) - (58,960) Balances, March 31, 2016 $ 4,504 $ 279,807 $ (813) $ 283,498 $ 48,290 $ 1,255,088 $ 52,766 $ 1,639,642 $ 2,280 $ 1,641,922 See accompanying selected explanatory notes to the consolidated condensed interim financial statements.

6 CCL Industries Inc. Consolidated condensed interim statements of cash flows Unaudited In thousands of Canadian dollars Cash provided by (used for) Operating activities Net earnings $ 89,724 $ 68,146 Adjustments for: Depreciation and amortization 46,820 39,405 Earnings in equity accounted investments, Three Months Ended March 31 net of dividends received (808) (518) Net finance cost 7,903 6,310 Current income tax expense 27,153 22,440 Deferred taxes 12,130 6,415 Equity-settled share-based payment transactions 1,472 2,423 Gain on sale of property, plant and equipment (728) (316) 183, ,305 Change in inventories (6,943) (20,087) Change in trade and other receivables (10,373) (78,972) Change in prepaid expenses 4, Change in trade and other payables (128,103) 12,780 Change in income taxes receivable and payable 860 (737) Change in employee benefits 3,001 7,877 Change in other assets and liabilities (5,265) 1,500 40,862 67,436 Net interest paid (12,932) (10,446) Income taxes paid (13,077) (9,677) Cash provided by operating activities 14,853 47,313 Financing activities Proceeds on issuance of long-term debt 233,394 46,682 Repayment of debt (148,242) (13,833) Proceeds from issuance of shares - 3,602 Dividends paid (17,519) (13,021) Cash provided by financing activities 67,633 23,430 Investing activities Additions to property, plant and equipment (70,508) (56,665) Proceeds on disposal of property, plant and equipment 5, Business acquisitions and other long-term investments (note 3) (86,084) (38,812) Cash used for investing activities (151,006) (94,866) Net decrease in cash and cash equivalents (68,520) (24,123) Cash and cash equivalents at beginning of period 405, ,873 Translation adjustment on cash and cash equivalents (17,032) 8,243 Cash and cash equivalents at end of period $ 320,140 $ 205,993 See accompanying selected explanatory notes to the consolidated condensed interim financial statements.

7 CCL Industries Inc. Notes to consolidated condensed interim financial statements (continued) Unaudited In thousands of Canadian dollars, unless otherwise noted 1. Reporting entity CCL Industries Inc. (the "Company") is a public company, listed on the Toronto Stock Exchange, and is incorporated and domiciled in Canada. These consolidated condensed interim financial statements of the Company as at and for the interim period ended March 31, 2016, comprise the Company, its subsidiaries and its 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. Basis of preparation (a) Statement of compliance These consolidated condensed interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting. These consolidated condensed interim financial statements should be read in conjunction with the Company s 2015 annual financial statements. The accounting policies and methods of computation followed in the preparation of these consolidated condensed interim financial statements are consistent with those used in the preparation of the most recent annual report, unless otherwise noted. These consolidated condensed interim financial statements were authorized for issue by the Board of Directors on May 5, (b) Basis of measurement These consolidated condensed interim financial statements have been prepared on the historical cost basis except for the following items in the statement of financial position: derivative financial instruments are measured at fair value financial instruments at fair value through profit or loss are measured at fair value liabilities for cash-settled share-based payment arrangements are measured at fair value assets related to the defined benefit plans are measured at fair value and liabilities related to the defined benefit plans are calculated by qualified actuaries using the projected unit credit method. (c) Functional and presentation currency These consolidated condensed interim 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. 3. Acquisitions (a) In January 2016, the Company acquired Woelco AG ("Woelco"), a privately owned company in Stuttgart, Germany with subsidiaries in China and the United States, for approximately $21.4 million net of cash acquired. Woelco will expand CCL Label's depth in the industrial and automotive durable goods market. In January 2016, the Company acquired Label Art Ltd. and Label Art Digital Ltd. (collectively referred to as "LAL"), two privately owned companies with common shareholders based in Dublin, Ireland for approximately $13.1 million net of cash acquired. LAL expands CCL Label's business in Ireland and the UK. In February 2016, the Company acquired Zephyr Company Limited of Singapore, and its Malaysian subsidiaries in Penang and Johor (collectively referred to as "Zephyr"), from multiple private shareholders for approximately $39.4 million net of cash acquired. Zephyr expands CCL's presence within the electronics industry to southeast Asia. In March 2016, the Company acquired the shares of Powerpress Rotulo & Etiquetas Adesivas LTDA ("Powerpress"), a privately owned company in Sao Paolo, Brazil for approximately $10.4 million net of cash acquired. Powerpress enhances CCL Label's product offering in in South America. The following table summarizes the preliminary allocation of the consideration to the fair value of the assets acquired and liabilities assumed for the Woelco, LAL, Zephyr and Powerpress acquisitions: (in millions of Canadian dollars) Cash consideration $ 84.3 (in millions of Canadian dollars) Trade and other receivables $ 15.0 Inventories 12.3 Other current assets 0.7 Property, plant and equipment 16.8 Other long-term assets 0.2 Goodwill and intangible assets 58.0 Trade and other payables (14.8) Current portion of long-term debt (0.2) Long-term debt (0.2) Deferred tax liabilities (2.6) Other long-term payables (0.9) Net assets acquired $ 84.3

8 CCL Industries Inc. Notes to consolidated condensed interim financial statements (continued) Unaudited In thousands of Canadian dollars, unless otherwise noted 3. Acquisitions (continued) 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 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 and intangible assets for the Woelco, LAL, Zephyr and Powerpress acquisitions amounted to $58.0 million and is not deductible for tax purposes. The following table summarizes the combined sales and net earnings that Woelco, LAL, Zephyr and Powerpress have contributed to the Company for the current reporting period: (in millions of Canadian dollars) Sales Net earnings Three months ended March 31, 2016 $ 13.3 $ 0.3 (b) Pro Forma Information The unaudited pro forma consolidated financial information below has been prepared following the accounting policies of the Company as if the acquisition took place January 1, 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 Woelco, LAL, Zephyr and Powerpress as though the acquisitions took place on January 1, 2016: (in millions of Canadian dollars) Sales Net earnings Three months ended March 31, 2016 $ $ 90.7 (c) (d) (e) In January 2016, the Company invested $6.0 million in cash to increase its interest from 50% to 75% in its tube manufacturing joint venture in Bangkok, Thailand with Taisei Kako Co. Ltd of Japan, resulting in Taisei becoming a subsidiary of the Company as a result of the change in control. In January, 2016, the Company completed its initial capital investment of $1.6 million cash into its North American 'in-mould' label joint venture, Korsini-SAF. In February 2015, the Company acquired pc/nametag Inc. and Meetings Direct, LLC ("PCN"); two privately owned companies that supply name badges and meeting registration supplies to professional meeting planners and distributors of promotional material in North America. The final purchase price was $37.6 million (US$30.1 million) net of cash acquired and inclusive of a $2.5 million (US$2.0 million) promissory note paid in February During the first quarter of 2016, the Company finalized the valuation of intangibles assets, which resulted in an increase in brands of $6.8 million, a decrease in other intangible assets of $3.3 million, an increase in deferred taxes of $1.4 million and a decrease in goodwill of $2.2 million. The following table summarizes the final allocation of the consideration to the fair value of the assets acquired and liabilities assumed in February 2015: (in millions of Canadian dollars) Cash consideration $ 35.1 Promissory note 2.5 Total consideration $ 37.6 (in millions of Canadian dollars) Trade and other receivables $ 1.8 Inventories 2.1 Other current assets 0.3 Property, plant and equipment 5.3 Other long-term assets 0.2 Goodwill 17.8 Brands 6.8 Other intangible assets 13.1 Trade and other payables (2.1) Deferred taxes (7.7) Net assets acquired $ 37.6 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 $17.8 million of which $5.0 million is deductible for tax purposes.

9 CCL Industries Inc. Notes to consolidated condensed interim financial statements (continued) Unaudited In thousands of Canadian dollars, unless otherwise noted 4. Segment reporting 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 CEO, the chief operating decision maker, reviews internal management reports regularly. The Company is comprised of the following main business segments: 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. Three Months Ended March 31 Three Months Ended March 31 Sales Operating income Sales Operating income Label $ (854,918) $ (798,798) $ (131,544) $ (102,970) $ 622,311 $ 486,131 $ 103,861 $ 81,792 Avery (411,815) (351,604) (82,974) (59,770) 179, ,190 35,395 26,560 Container (106,720) (93,521) (9,650) (5,093) 64,882 59,549 10,615 8,714 Total operations $ (1,373,453) $ (1,243,923) (224,168) (167,833) $ 866,818 $ 705, , ,066 Corporate expense 28,021 11,465 (10,789) (13,333) Restructuring and other items (1,176) 1,101 (2,980) (940) Earnings in equity accounted investments (1,055) (1,042) Finance cost 11,690 13,509 (8,782) (6,706) Finance income (731) (307) Income tax expense 53,935 40,281 (39,283) (28,855) Net earnings $ (133,484) $ (102,826) $ 89,724 $ 68,146 Depreciation and Total Assets Total Liabilities Amortization Capital Expenditures March 31 December 31 March 31 December 31 Three Months Ended March 31 Three Months Ended March Label $ 2,356,694 $ 2,285,169 $ 573,270 $ 596,902 $ 38,823 $ 32,084 $ 53,857 $ 48,110 Avery 593, , , ,293 3,973 3,327 8,054 6,362 Container 175, ,688 44,132 50,929 3,759 3,749 8,597 2,193 Equity accounted investments 61,213 61, Corporate 352, ,053 1,085,531 1,082, Total $ 3,539,026 $ 3,582,305 $ 1,897,104 $ 1,960,427 $ 46,820 $ 39,405 $ 70,508 $ 56,665 Due to the seasonality of CCL's business, the Company's operating results for the three months ended March 31, 2016, are not necessarily indicative of the results that may be expected for the full year ending December 31, The first and second quarters are traditionally higher sales periods for the Label and Container Segments as a result of the greater number of work days and various customer activities undertaken during this period versus the third and fourth quarters of the year. For Avery, the third quarter has historically been its strongest, as it benefits from the increased demand related to back-to-school activities in North America. 5. Accumulated other comprehensive income March 31 December Unrealized foreign currency translation gains, net of tax recovery of $3,592 (2015 tax recovery of $4,896) $ 53,291 $ 112,584 Losses on derivatives designated as cash flow hedges, net of tax recovery of $233 (2015 tax recovery of $374) (525) (858) $ 52,766 $ 111, Restructuring and other items Three months ended March 31 Three months ended March Label segment restructuring #REF! $ - $ 1,523 $ 940 Acquisition costs - - 1,457 - Total restructuring and other items #REF! $ - $ 2,980 $ 940 #REF! ERROR In the first quarter of 2016, the Label Segment recorded $3.0 million ($2.8 million, net of tax) in restructuring and acquisitions costs, primarily related to severance and closing costs of the Worldmark transaction, as well as first quarter acquisition related costs. In the first quarter of 2015, the Label segment recorded $0.9 million ($0.8 million, net of tax) in restructuring and other items primarily related to the acquisition of Bandfix AG.

10 CCL Industries Inc. Notes to consolidated condensed interim financial statements (continued) Unaudited In thousands of Canadian dollars, unless otherwise noted 7. Financial instruments (a) 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) (a) Fair value hierarchy (continued) Level 1 Level 2 Level 3 Total March 31, 2016 Available-for-sale financial assets $ - $ 19,780 $ - $ 19,780 Derivative financial liabilities Unsecured senior notes , ,162 $ - $ 873 $ 188,162 $ 189,035 December 31, 2015 Available-for-sale financial assets $ - $ 21,016 $ - $ 21,016 Derivative financial liabilities $ - $ 1,348 $ - $ 1,348 Unsecured senior notes , ,170 $ - $ 1,348 $ 355,170 $ 356,518 (b) Fair values versus carrying amounts 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. The fair value of financial liabilities together with carrying amounts shown in the statement of financial position, are as follows: March 31, 2016 December 31, 2015 Carrying Carrying Amount Fair Value Amount Fair Value Long-term debt $ 1,029,591 $ 1,050,502 $ 1,005,519 $ 1,030,217 The interest rates used to discount estimated cash flows for the long-term debt are based on the government yield curve at the reporting date plus an adequate credit spread. Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instruments. The estimates are subjective in nature and involve uncertainties and matters of judgment. 8. Long-term debt During the first quarter of 2016, the Company made a drawdown of US$110.0 million ($146.3 million) on its syndicated revolving credit facility to fund a US$110.0 million repayment of private placement debt on March 7, Further drawdowns of $85.6 million on the revolving credit facility in the first quarter were primarily made to fund the business acquisitions completed during the quarter. 9. Subsequent events The Board of Directors has declared a dividend of $ for the Class B non-voting shares and $ on the Class A voting shares that will be payable to shareholders of record at the close of business on June 16, 2016, to be paid on June 30, 2016.

11 MANAGEMENT S DISCUSSION AND ANALYSIS First Quarters Ended March 31, 2016 and 2015 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 first quarters ended March 31, 2016 and The information in this interim MD&A is current to May 5, 2016, and should be read in conjunction with the Company s March 31, 2016, unaudited first quarter consolidated condensed interim financial statements released on May 5, 2016, and the 2015 Annual MD&A document and consolidated financial statements, which form part of the CCL Industries Inc Annual Report, dated February 25, Basis of Presentation The financial statements have been prepared in accordance with International Financial Reporting Standards ( IFRS ) and unless otherwise noted, both the financial statements and this interim MD&A are expressed in Canadian dollars as the reporting currency. The major measurement currencies of CCL s operations are the Canadian dollar, U.S. dollar, euro, Argentine peso, Australian dollar, Brazilian real, Chilean peso, Chinese renminbi, Danish krone, Japanese yen, Mexican peso, Polish zloty, Russian rouble, Singaporean dollar, South African rand, Swiss franc, Thai baht, U.K. pound sterling and Vietnamese dong. All per Class B non-voting share ( Class B share ) amounts in this document are expressed on an undiluted basis, unless otherwise indicated. CCL's Audit Committee and its Board of Directors have reviewed this interim MD&A to ensure consistency with the approved strategy of the Company and the financial results of the Company. Cautionary Statement Regarding Forward-Looking Statements This MD&A contains forward-looking information and forward-looking statements, as defined under applicable securities laws, (hereinafter collectively referred to as forward-looking statements ) that involve a number of risks and uncertainties. Forward-looking statements include all statements that are predictive in nature or depend on future events or conditions. Forward-looking statements are typically identified by 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 forwardlooking 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 anticipated improvement in market share; the Company s capital spending levels and planned capital expenditures in 2016; the adequacy of the Company s financial liquidity; earnings per share and EBITDA growth rates; 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 sectors and entering into new markets; 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 achievement of the Company s plans for improved efficiency and lower costs, including stable aluminum costs; the availability of cash and credit; fluctuations of currency exchange rates; the Company s continued relations with its customers; the Company s ability to realize targeted operational synergies and cash flows from restructuring the Canadian Container operation; the Company s expectation that the reorganization of the Canadian 1

12 Container operation will be complete at the end of 2017; the Company s expectation that the Avery Segment s new product innovations, consumer digital e-commerce opportunities and cross selling programs with recent acquisitions will provide incremental growth opportunities; the Company s expectation that its new operations in the Argentina, Philippines, Thailand and Turkey, will not post profitable returns until 2017; the Company s expectations that recent acquisitions will provide future opportunities for margin expansion; the Company s expectation that its new start-up costs in Korea will be eventually lead to profitable returns; the Company s recent acquisitions will continue to meet management expectations and will provide incremental growth opportunities; the Company s continued capital investment in Rheinfelden will result in full production capability and a qualified alternate supply of aluminum slugs in North America; the Company s expectation that the North American in-mould label joint venture will trading in late 2016; solid demand for consumer durables globally will persist; the Company s expectation that there will be more restructuring within CCL Design that will lead to optimal financial returns; the Company s expectation that the Avery Segment will have another tempered back-to-school season for 2016; the Company s expectation that a record quarter at the Container Segment will result in another good year with return s similar to the rest of CCL; the Company s expected order intake levels; and general business and economic conditions. Should one or more risks materialize or should any assumption 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 of the 2015 Annual MD&A. 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 CCL s 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. 1. Overview The first quarter of 2016 was the twenty-second consecutive quarter of year-over-year improvement in quarterly adjusted basic earnings per Class B share (a non-ifrs financial measure; refer to definition in Section 14) for CCL. This result was driven by strong quarterly results in all the Company s operating segments. The Label, Avery and Container Segments posted increases in operating income (a non-ifrs financial measure; refer to definition in Section 14) of 27.0%, 33.1% and 21.8% respectively. Accordingly, first quarter adjusted basic earnings per Class B share for the Company was an all-time best of $2.65 compared to adjusted basic earnings per Class B share of $1.99 in the 2015 first quarter. Record quarterly basic earnings per Class B share were $2.57 for the first quarter of 2016 compared to basic earnings per Class B share of $1.97 in the prior year first quarter. 2. Review of Consolidated Financial Results The following acquisitions affected the financial comparisons to 2015: 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. 2

13 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, Ltd. ( 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 January 2016, Woelco AG ( Woelco ), a privately owned company in Stuttgart, Germany, with subsidiaries in China and the United States for approximately $21.4 million. Woelco will integrate with CCL Design and expanding its depth in the industrial and automotive durable goods markets. In January 2016, Label Art Ltd. and Label Art Digital Ltd. (collectively LAL ), privately owned companies with common shareholders, based in Dublin Ireland, for approximately $13.1 million. LAL expands CCL Label s Healthcare & Specialty business in Ireland and the U.K. In January 2016, CCL invested $6.0 million in cash to increase its stake to from 50% to 75% in its tube manufacturing joint venture in Bangkok, Thailand, with Taisei Kako Co. Ltd of Japan. As a result of the change in control, 2016 financial results will be consolidated with CCL Label s Home & Personal Care business, with a portion of the earnings attributable to the non-controlling interest. In February 2016, Zephyr Company Limited of Singapore, and its Malaysian subsidiaries in Penang and Johor (collectively Zephyr ), from multiple private 3

14 shareholders for approximately $39.4 million. Zephyr expands CCL Design s presence within the electronics industry to southeast Asia. In March 2016, the shares of privately owned Powerpress Rotulo & Etiquetas Adesivas LTDA ( Powerpress ), in Sao Paolo, Brazil, for approximately $10.4 million. Powerpress enhances CCL Label s product offering in the Healthcare & Specialty business in South America. Sales for the first quarter of 2016 were $866.8 million, an increase of 22.8% compared to $705.9 million recorded in the first quarter of The increase in sales can be attributed to organic growth of 4.5%, acquisition-related growth of 11.8% and positive impact from foreign currency translation of 6.5%. The quarter included one extra work day offset by the impact of Easter falling in March 2016 compared to April Selling, general and administrative expenses ( SG&A ) were $112.2 million for the quarter ended March 31, 2016, compared to $94.5 million for the same period in the prior year. The increases in SG&A for the aforementioned comparative periods can be attributed to additional SG&A expenses associated with the eleven above mentioned acquisitions partially offset by a reduction in corporate expenses associated with executive long-term variable compensation expense and director equity-linked compensation expenses compared to the 2015 first quarter. The Company recorded an expense of $3.0 million ($2.8 million after tax) in restructuring and other items in the first quarter of 2016 for severance costs associated with the November 2015 acquisition of Worldmark and various other costs associated with the five acquisitions completed since December 31, The 2015 first quarter included restructuring and other items of $0.9 million ($0.8 million after tax) primarily related to the Bandfix acquisition completed in September Operating income ( operating income, a non-ifrs financial measure; refer to definition in Section 14) for the first quarter of 2016 increased 28.0% to $149.9 million, compared to $117.1 million for the first quarter of Operating income increased for all three of the Company s business Segments, Label, Avery and Container, 27.0%, 33.1% and 21.8%, respectively, compared to the first quarter of Foreign currency translation contributed an improvement of 6.2% to the consolidated operating income. Earnings before net finance cost, taxes, earnings in equity accounted investments, depreciation and amortization, restructuring and other items ( EBITDA, a non-ifrs financial measure; refer to definition in Section 14) was $185.9 million for the first quarter of 2016, an increase of 29.9% compared to $143.1 million for the first quarter of Foreign currency translation had a positive impact of 6.2% on EBITDA for the first quarter of Net finance cost was $7.9 million for the first quarter of 2016 compared to $6.3 million for the first quarter of The increase in net finance cost for the first quarter of 2016 was attributable to higher total debt balances, augmented by the foreign currency translation impact on U.S. dollar interest expense partially offset by an increase in finance income attributable to higher cash balances. 4

15 The overall effective income tax rate was 30.6% for the first quarter of 2016 compared to 29.9% for the first quarter of The increase in the effective tax rate reflects a higher portion of CCL s taxable income being earned in higher tax jurisdictions compared to the first quarter of The effective tax rate may increase in future periods if a higher portion of the Company s taxable income is earned in higher tax jurisdictions. Net earnings attributable to the shareholders of the Company for the first quarter of 2016 were $89.9 million, an increase of 32.0% compared to $68.1 million for the same period a year ago. This resulted in basic and diluted earnings of $2.57 and $2.54 per Class B share, respectively, for the 2016 first quarter compared to basic and diluted earnings of $1.97 and $1.93 per Class B share, respectively, for the prior year first quarter. The weighted average number of shares for the 2016 first quarter was 35.0 million basic and 35.5 million diluted shares compared to 34.5 million basic and 35.2 million diluted shares for the comparable period of The weighted average number of shares that would be issued on the conversion of all the dilutive shares, inclusive of stock options and other equity settled obligations, is 0.5 million shares at March 31, Adjusted basic earnings per Class B share (a non-ifrs financial measure see Section 14) was $2.65 for the first quarter of 2016 compared to $1.99 for the same period of The following table is presented to provide context to the comparative change in the adjusted basic earnings per share. (in Canadian dollars) First Quarter Adjusted Basic Earnings per Class B Share Basic earnings $ 2.57 $ 1.97 Restructuring and other items Adjusted basic earnings (1) $ 2.65 $ 1.99 (1) Adjusted Basic Earnings per Class B Share is a non-ifrs financial measure. Refer to definition in Section 14. 5

16 The following is selected financial information for the nine most recently completed quarters: (In millions of Canadian dollars, except per share amounts) Qtr 1 Qtr 2 Qtr 3 Qtr 4 Total Sales 2016 $ $ $ $ $ , ,585.6 Net earnings Net earnings per Class B share Basic Diluted Adjusted basic net earnings per Class B share The quarterly financial results above are affected by the seasonality of the business Segments. The first and second quarters of a year are traditionally higher sales periods for the Label and Container Segments as a result of the greater number of work days and various customer activities undertaken during this period versus the third and fourth quarters. For Avery, the third quarter has historically been its strongest, as it benefits from the increased demand related to back-to-school activities in North America. 3. Business Segment Review Label Segment First Quarter ($ millions) /- Sales $ $ % Operating Income (1) $ $ % Return on Sales (1) 16.7% 16.8% Capital Spending $ 53.9 $ % Depreciation and Amortization $ 38.7 $ % (1) Operating Income and Return on Sales are non-ifrs financial measures. Refer to definitions in Section 14. 6

17 Sales for the Label Segment were $622.3 million for the first quarter of 2016, compared to $486.1 million for the same quarter last year. The 28.0% increase in sales can be attributed to organic growth of 7.3%, the impact from the INTA, FritzB, BCA, Worldmark, Woelco, LAL, Zephyr and Powerpress acquisitions of 14.4% and the positive effect from foreign currency translation of 6.3%. North American sales were up high-single digit for the first quarter of 2016, excluding currency translation and the acquisitions of INTA, BCA and Worldmark, compared to a soft first quarter of Home & Personal Care sales and profitability improved substantially on strong organic growth due to improved end markets with higher customer product launches and supplemented by foreign currency translation, compared to the prior year quarter. Sales at CCL Design, excluding the Worldmark acquisition, remained solid but profit margin improved due to mix and productivity gains. Healthcare & Specialty results were steady with gains in sales and profits on stable conditions in Healthcare augmented by a recovery in the Ag-Chem and Specialty markets compared to a soft prior year. Sales and profits improved appreciably in Food & Beverage on market share wins in Wine & Spirits and meaningful operational improvement in the Sleeve business. The acquired BCA and Worldmark businesses delivered results in line with management s seasonal expectations. Overall, profitability and return on sales ( Return on sales, a non-ifrs financial measure; refer to definition in Section 14) increased significantly in North America including the impact of acquisitions and currency translation. Sales in Europe were up low-single digit for the first quarter of 2016, excluding currency translation and acquisitions, compared to a very strong first quarter of Results were comparatively impacted by the timing of Easter falling in March Home & Personal Care sales and profits declined in tough industry conditions and end markets for customers, especially in France, plus start-up costs of a new facility in Turkey. Sales in Healthcare & Specialty, excluding foreign currency translation and the LAL acquisition, were down slightly due to a slow European Ag-Chem market, profitability improved significantly due to operating performance and cost controls throughout the business. Results in Food & Beverage, excluding currency translation, improved moderately on an exceptional prior year in Sleeves influenced by a fire at a major competitor s plant and significant new pressure sensitive label beverage applications. A difficult quarter in Wine & Spirits was more than offset by strong results in Closures. The new German film extrusion plant continued to progress moving into solid profitability. Excluding the impact of acquisitions, CCL Design sales increased in strong automotive markets but profitability declined due to operational difficulties with challenging new programs for OEMs. Overall, European operating income, excluding incremental acquisitions, was up slightly compared to the prior year first quarter with a mix driven reduced return on sales ( Return on sales, a non-ifrs financial measure; refer to definition in Section 14). The recently acquired businesses in FritzB, Worldmark and Woelco, met management expectations for the quarter and provide opportunities for margin expansion in future periods. Sales in Latin America, excluding the Worldmark acquisition and currency translation, increased strong double digits for the first quarter of 2016, compared to the first quarter of 2015, despite the timing of Easter in Sales increased in both Mexico and most notably Brazil in all lines of business in part driven by price increases attempting to 7

18 recover the cost inflation impact of currency declines. These pressures muted considerably towards the end of the quarter on the sequential weakening of the U.S. dollar. Start-up operations in Argentina moved into profit for the first quarter of Operating income increased significantly, despite the negative impact of currency translation and start-up costs for CCL Design in Mexico maintaining a robust return on sales ( Return on sales, a non-ifrs financial measure; refer to definition in Section 14). Worldmark operations in the region met management expectations for the first quarter of Asia Pacific sales, excluding acquisitions and currency translation, increased high single digit for the first quarter of 2016, compared to a slow first quarter in Sales in China increased slightly in all business lines but profitability improved significantly on mix. Thailand sales and profitability expanded substantially, despite start-up losses in the new Home & Personal Care tube operation, aided by rich mix and foreign exchange gains on customer contracts priced in euros. Sales and profitability in Vietnam improved on market share gains. Australian results were mixed with increased sales in Wine & Spirits offset by ongoing poor performance in Healthcare. The new Philippines operation recorded its first meaningful sales quarter and almost reached breakeven, more than offsetting an increase in start-up losses in Korea. The recently acquired Worldmark, Woelco and Zephyr businesses representing CCL Design in Asia met sales and profitability expectations. Operating income increased significantly in absolute terms and as a percentage of sales in the Asia Pacific region. Operating income for the first quarter of 2016 improved 27.0% to $103.9 million, compared to $81.8 million for the first quarter of Operating income as a percentage of sales was 16.7%, slightly less than the 16.8% recorded for the same period in This minor decline is entirely attributable to the dilutive mix impact of recent acquisitions. Sales backlogs for the label business rarely exceed one month of sales, making forecasts one quarter ahead difficult. Management continues to watch the global economic situation closely along with associated volatility in foreign exchange rates. The Label Segment invested $53.9 million in capital spending for the first quarter of 2016, compared to $48.1 million in the same quarter in The investments for the first quarter are in line with Company s planned capital expenditures for The major expenditures for the first quarter related to equipment installations to support the Home & Personal Care and Healthcare businesses in North America, capacity additions for Food & Beverage in Europe and capacity expansion for CCL Design in the United States and Asia. As in the past, investments in the Label Segment are expected to continue in order to increase its capabilities, expand geographically, and replace or upgrade existing plants and equipment. Depreciation and amortization for the Label Segment was $38.7 million for the first quarter of 2016, compared to $32.2 million for the same quarter of