
~~Item 3:~~	~~Key Information~~



			A.			~~SELECTED FINANCIAL DATA~~[RESERVED]

The selected financial data presented below for the five years ended December 31, 2019 is presented in US dollars and is derived from the Company’s consolidated financial statements and prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The information set forth below was extracted from the consolidated financial statements and related notes included in this annual report and annual reports previously filed and should be read in conjunction with such consolidated financial statements.

As of and for the Year Ended December 31,
2019 2018 2017 2016 2015
(in thousands of US dollars, except shares and per share amounts)
$ $ $ $ $
Statements of Consolidated Earnings:
Revenue 1,158,519
1,053,019
898,126
808,801
781,907
Earnings before income taxes 57,534
56,451
77,007
70,706
67,655
Net earnings attributable to Company shareholders 41,216
46,753
64,224
51,120
56,672
Net earnings (loss) attributable to non-controlling interests 8
(104 ) (266 ) 17
—
Total net earnings 41,224
46,649
63,958
51,137
56,672
Earnings per share attributable to Company shareholders:
Basic 0.70
0.79
1.09
0.87
0.95
Diluted 0.70
0.79
1.08
0.85
0.93
Balance Sheets:
Total assets 1,025,740
1,004,840
715,872
580,597
487,262
Capital stock 354,559
350,267
350,759
351,203
347,325
Total equity 272,228
261,428
254,722
242,943
216,728
Equity attributable to Company shareholders 260,740
249,847
248,133
236,536
216,728
Equity attributable to non-controlling interests 11,488
11,581
6,589
6,407
—
Number of common shares outstanding 59,009,685
58,650,310
58,799,910
59,060,335
58,667,535
Dividends declared per share 0.58
0.56
0.56
0.54
0.50



			B.			CAPITALIZATION AND INDEBTEDNESS

Not applicable.



			C.			REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.



			D.			RISK FACTORS

The risks described below, as well as other information set forth in this Annual Report on Form 20-F, including the “Management’s Discussion and Analysis of Financial Conditions” and “Results of Operations” sections and the consolidated financial statements and related notes, should be carefully considered. If any of the risks and uncertainties described below actually occur or continue to occur, our business, sales, profitability, results of operations, financial condition, competitiveness, costs, expenses, liquidity, market share, brand, reputation and/or share price may be impacted.

Moreover, the risks below are not the only risk factors we face and additional risks that are unknown to us or that we consider to be immaterial may become material at any time.

~~Current economic~~

STRATEGIC AND OPERATIONAL RISKS

There can be no assurance that the Acquisition of the Company by the Purchaser will be successfully completed on the terms or timetable currently contemplated or at all.

On March 7, 2022, the Company entered into a definitive agreement (the “Arrangement Agreement”) to be acquired by 1351693 B.C. Ltd. (the “Purchaser”), an affiliate of Clearlake Capital Group, L.P. Under the terms of the Arrangement Agreement, the Purchaser agreed to acquire all of the outstanding shares of the Company for CDN$40.50 per share in an all-cash transaction valued at approximately US$2.6 billion, including net debt (the “Acquisition”). Upon completion of the Acquisition, all the shares of the Company will be held by the Purchaser, and the Purchaser intends to cause the Company to have its shares delisted from the Toronto Stock Exchange ("TSX"). The Acquisition, which will be effected pursuant to a court-approved plan of arrangement under the Canada Business Corporations Act, is expected to close in the third quarter of 2022. The Acquisition is not subject to a financing condition but is subject to customary closing conditions, including receipt of shareholder, regulatory and ~~uncertain economic forecast~~court approvals.

No assurance can be given that the Acquisition of the Company by the Purchaser will be completed when expected, on the terms set forth in the Arrangement Agreement or at all. The consummation of the Acquisition is subject to the satisfaction or waiver of certain closing conditions, including, among others: receipt of shareholder, regulatory and court approvals. In addition, the obligation of the parties to complete the Acquisition is subject to certain other conditions, including (a) subject to the standards set forth in the definitive agreement, the accuracy of the representations and warranties of the Purchaser and the Company and (b) compliance of the Purchaser and the Company with their respective covenants in all material respects. There can be no assurance that the conditions to closing will be satisfied or waived or that other events will not intervene to delay or prevent the closing of the Acquisition.

Whether or not the Company completes the Acquisition, it has incurred, and will continue to incur, significant costs in connection with the Acquisition, including legal and other professional advisor fees and expenses. Additional costs, some of which may be unanticipated, may continue to be incurred following the closing of the Acquisition. These expenses would affect the Company's results of operations in the period in which such expenses are recorded or its cash flow in the period in which such costs are actually paid. In addition, the diversion of the attention of the management team from their day-to-day operations as a result of the Acquisition could have an adverse effect on the operations of the Company prior to closing of the Acquisition. In addition, if the Acquisition is not completed, and there are no other parties willing and able to acquire the Company for total consideration of CDN$40.50 per share or higher, on terms acceptable to the Company, the price of the Company's common shares will likely decline to the extent that the current market price of its common shares reflects an assumption that the Acquisition will be completed.

A material delay in closing, and any material change in transaction terms (financial or otherwise) or a failure to complete the Acquisition could have a negative impact on the Company's business, results of operations, cash flows and financial position and on the trading price of its common shares.

For a copy of the Arrangement Agreement, see Exhibit 4.9 to this Form 20-F.

The announcement and pendency of the Acquisition of the Company by the Purchaser may adversely affect the Company’s business, results of operations and financial ~~conditions.~~condition.

~~The Company’s operations and performance depend significantly on worldwide economic conditions, particularly in~~Uncertainty about the manufacturing sector in North America, Asia and Europe, and their impact on levels of capital spending. Unfavorable changes in the global economy have affected and may affect the demand for the productseffect of the Company and our customers, customers’ and suppliers’ access to credit and the stability of the global financial system, the overall health of our markets, unemployment and other macroeconomic factors generally affecting commercial and industrial spending behavior and negatively affect the operations of the Company’s suppliers’ and their ability to supply the Company with finished goods and the raw materials and components required for the Company’s products. Further, adverse economic conditions could also increase the likelihood of customer delinquencies. A prolonged period of economic decline could have a material adverse effectAcquisition on ~~the results of operations, gross margins, and the overall financial condition of the Company, as well as exacerbate the other risk factors set forth below.~~

~~Fluctuations in raw material costs or the unavailability of raw materials may adversely affect the Company’s profitability.~~

A significant portion of the Company’s major raw materials are by-products of crude oil and natural gas which are subject to risks associated with energy markets. These markets are subject to volatility, which may result in increased raw material costs for the Company. A number of potential factors, such as legislation aimed at reducing greenhouse gas emissions, wars, terrorist attacks, natural disasters, heightened tariffs and other adverse international trade issues, and political unrest, may result in volatile energy markets and increased raw material costs for the Company. The prices for these raw materials have fluctuated in the past and these fluctuations could recur, and the Company's performance depends in part on its ability to reflect changes in costs by increasing our selling prices.

Historically, the Company has generally been able to pass on significant raw material cost increases through price increases to its customers. The Company’s results of operations in prior years, at times, have been negatively impacted by raw material cost increases. These increases adversely affected the Company’s profitability. As a result of raw material cost increases, the Company may increase prices (which could result in reduced market share) or may choose to keep prices the same (which could result in decreased margins). The Company’s profitability in the future may be adversely affected due to fluctuations in raw material prices. Additionally, the Company relies on its suppliers for deliveries of raw materials. If any of its suppliers are unable to deliver raw materials to the Company forhave an ~~extended period of time, there is no assurance that the Company’s raw materialrequirements would be met by other suppliers on acceptable terms, or at all (although the Company has alternative suppliers for a number of the raw materials it uses), which could have a material~~ adverse effect on the Company’s business, results of ~~operations.~~

~~COVID-19~~operation and financial condition. These risks to the Company’s business include the following, all of which could ~~materially adversely affect our results.~~

Ifbe exacerbated by a ~~pandemic, epidemic or outbreak of an infectious disease occurs, our business may be adversely affected. For example, beginning~~delay in ~~December 2019 in China, a new strain~~the completion of the ~~coronavirus (COVID-19) has spread rapidly through~~ Acquisition:

•the ~~world, including the United States, Canada and Europe (where, collectively, fairly large portions~~impairment of the Company’s operations are located and its sales occur), bringing the total to greater than 100 countries worldwide with confirmed cases of COVID-19. The impact of the virus varies from region to region and from day to day.

At the time of this filing, COVID-19 has not caused significant disruption in the Company’s business. So far in 2020, we have been seeing fairly normal order patterns and supply chains have not been materially disrupted. However, the outbreak of the COVID-19 virus is likely to have a materially negative impact in 2020 (and perhaps beyond) on the global economy. For the Company, this outbreak might materially impact the Company’s ability to ~~manufacture, source (including~~ attract, retain, and motivate its employees, including key personnel;

•the ~~delivery~~diversion of ~~raw materials~~significant management time and resources towards the completion of the Acquisition that could otherwise have been devoted to ~~its facilities)~~pursuing other beneficial opportunities for the Company;

•difficulties maintaining relationships with customers, suppliers, and other business partners;

•delays or ~~distribute its products both domestically and internationally or reduce demand for its products, any~~deferments of ~~which could have a significant negative impact on~~certain business decisions by the Company’s ~~financial results~~customers, suppliers, and other business partners;

•the inability to pursue alternative business opportunities or make appropriate changes to the Company’s business because the Arrangement Agreement requires the Company to conduct its business in ~~2020~~the ordinary

course of business consistent with past practice and ~~beyond. Given~~not engage in certain kinds of transactions prior to the ~~dynamic nature~~completion of ~~this outbreak (including its impact on~~ the ~~global economy~~Acquisition;

•potential litigation relating to the Acquisition and the ~~applicable governmental responses), however,~~ costs related thereto; and

•the ~~extent to which~~incurrence of significant costs, expenses, and fees for professional services and other transaction costs in connection with the ~~COVID-19 virus impacts~~Acquisition.

The Company’s shareholders will no longer hold an interest in the Company following the Acquisition.

Following the Acquisition, the Company’s ~~results~~shareholders will ~~depend on~~no longer hold any common shares of the Company and will forego any future ~~developments, which remain highly uncertain and cannot be accurately predicted at this time.~~

~~Unfavorable consumer responses to price increases could have a material adverse impact on our sales and earnings.~~

~~From time to time, and especially~~increase in periods with rising raw material costs, we increase the prices of our products. Significant price increases could impact our earnings, depending on, among other factors, the pricing by competitors of similar productsvalue that might result from future growth and the ~~response by~~potential achievement of the ~~customers to higher prices. Such price increases may result in lower volume of sales and a subsequent decrease in earnings.~~Company’s long-term plans.

The Company’s ability to achieve its growth objectives depends in part on the timing and market acceptance of its new products and its improved products, as well as its strategic acquisitions and capital expenditure initiatives proving to have the positive effects contemplated in the Company’s growth objectives.

The Company’s business plan includes the introduction of new products and the improvement of existing products, which are both developed internally and obtained through acquisitions. The Company’s ability to introduce these products successfully depends on the demand for the products, as well as their price, quality, and related customer service. In the event the market does not fully accept these products, or competitors introduce similar or superior products (or products perceived by the market to be similar or superior), the Company’s ability to expand its markets and generate organic growth could be negatively impacted which could have an adverse effect on its operating results.

In addition, the Company’s business plan and growth objectives contain certain goals based on potential acquisitions and capital expenditures. The Company cannot provide any assurances that it will be able to: identify future strategic acquisitions and adequately conduct due diligence; consummate these potential acquisitions on favorable terms, if at all; or if consummated, successfully integrate the operations and management of future acquisitions. Similarly, for potential capital expenditure projects (including any greenfield developments): we may be unable to identify positive projects; actual costs may exceed expected costs for such projects; we may be unable to complete such projects in a timely manner, if at all; such projects may require substantial capital that we are unable to obtain on favorable terms, if at all; such projects may require numerous governmental permits and approvals, and we may be unable to obtain such permits and approvals in a timely manner and at a reasonable cost, if at all; such projects may not yield the expected benefits; and the Company’s ~~2018~~2021 Credit Facility’s1 covenants may limit our ability to develop such projects.

For a further description of the risks related to the Company’s acquisitions, see “Risk Factors – Acquisitions could expose the Company to significant business risks.” For a further description of the risks related to the Company’s ~~2018~~2021 Credit Facility, see “Risk Factors – The Company’s ~~2018~~2021 Credit Facility contains covenants that limit its flexibility and prevent the Company from taking certain actions.”

~~The Company’s competition and customer preferences could impact the Company’s profitability.~~

The markets for the Company’s products are highly competitive. Competition in its markets is primarily based upon the quality, breadth and performance characteristics of its products, customer service and price. The Company’s ability to compete successfully depends upon a variety of factors, including its ability to create new and improved products, effectively employ skilled personnel, increase manufacturing facility efficiencies, reduce manufacturing costs, and create complementary products for customer convenience of a single supplier, as well as its access to quality, low-cost raw materials.

Some of the Company’s competitors, particularly certain of those located in Asia, may, at times, have lower costs (i.e. raw material, energy and labor) and/or less restrictive environmental and governmental regulations to comply with than the Company. Other competitors may be larger in size or scope than the Company, which may allow them to achieve greater economies of scale on a global basis or allow them to better withstand periods of declining prices and adverse operating conditions.

Demand for the Company’s products and, in turn, its revenue and profit margins, are affected by customer preferences and changes in customer ordering patterns which may occur as a result of, among other things, changes in inventory levels and timing of purchases which may be triggered by price changes and incentive programs.

Historically some of our competitors have merged. Consolidation among our competitors could enhance their market share and financial position, provide them with the ability to achieve better purchasing terms and provide more competitive prices to customers for whom we compete, and allow them to utilize merger synergies and cost savings to increase advertising and marketing budgets to more effectively compete for customers. These consolidated competitors could take sales volume away from the Company in certain markets, could achieve greater market penetration, could cause the Company to change its pricing with a negative impact on its margins or could cause the Company to spend more money to maintain customers or seek new customers, all of which could negatively impact the Company's business.

~~The Company’s customer contracts contain termination provisions that could decrease the Company’s future revenues and earnings.~~

Most of the Company’s customer contracts can be terminated by the customer on short notice without penalty. The Company’s customers are, therefore, not contractually obligated to continue to do business with it in the future. This creates uncertainty with respect to the revenues and earnings the Company may recognize with respect to its customer contracts.

The Company’s manufacturing facility rationalization initiatives, manufacturing cost reduction programs and capital expenditure projects may result in higher costs and less savings than anticipated.

The Company has implemented several manufacturing facility rationalization initiatives, manufacturing cost reduction programs and capital expenditure projects. Certain of these have not been, and others may not in the future be, completed as planned. As a result, the costs and capital expenditures incurred by the Company have in certain instances substantially exceeded, and may in the future substantially exceed, projections. In addition, the timing for achieving cost reductions has sometimes been, and may in the future be, later than expected. This could potentially result, and has in certain instances resulted, in additional debt incurred by the Company, increased costs, reduced profits, or reduced production. In addition, the anticipated manufacturing cost savings may be less than expected or may not materialize at all.

1 The "2021 Credit Facility" refers to the Company's five-year, $600 million credit facility with a syndicated lending group. For a further description of the 2021 Credit Facility see "Business Overview –2021 - Other Significant Events.” For a copy of the 2021 Credit Facility Agreement, see Exhibit 4.8 to this Form 20-F.

Acquisitions by the Company could expose the Company to significant business risks.

The Company has made and may continue to make strategic acquisitions that could, among other goals, complement its existing products; expand its customer base, range of products, production capacity and/or markets; improve distribution efficiencies; lower production costs; and/or enhance its technological capabilities. As with all acquisitions, there are business risks to which the Company is exposed as a result, including but not limited to financial and operating risks.

Financial risks from these acquisitions include: (a) the use of the Company’s cash resources; (b) paying a price that exceeds the future value realized from the acquisition; (c) potential known and unknown liabilities of the acquired businesses, as well as contractually-based time and monetary limitations on a seller’s obligation, or the related insurer’s contractual obligation if representation and warranty insurance is purchased, to indemnify the Company for such liabilities; (d) the incurrence of additional debt; (e) the dilutive effect of the issuance of any additional equity securities the Company issues as consideration for, or to finance, the acquisition; (f) the financial impact of incorrectly valuing goodwill and other intangible assets involved in any acquisitions; (g) potential future impairment write-downs of goodwill and indefinite-life intangibles and the amortization of other intangible assets; (h) possible adverse tax and accounting effects; and (i) the risk that the Company incurs substantial amounts purchasing these manufacturing facilities and assumes significant contractual and other obligations with no guaranteed levels of revenue or that the Company may have to close or sell acquired facilities at the Company's cost, which may include substantial employee severance costs and asset write-offs.

Further, there are possible operational risks including: difficulty assimilating and integrating the operations, products, technology, information systems and personnel of acquired companies; losing key personnel of acquired entities; entry into geographic and/or product markets in which the Company has no or limited prior experience; diversion of management’s attention; compliance with a different jurisdiction’s laws; failure to obtain or retain intellectual property rights for certain products; and difficulty honoring commitments made to customers of the acquired companies prior to the acquisition. The Company may incur significant acquisition,

administrative and other costs in connection with these transactions, including costs related to the integration of acquired businesses. These acquisitions could expose the Company to significant integration risks and increased organizational complexity, including more complex and costly accounting processes and internal controls, which may challenge management and may adversely impact the realization of an increased contribution from said acquisitions. In addition, while the Company executes these acquisitions and related integration activities, management's attention may possibly be diverted from ongoing operations and/or future strategic planning, which may have a negative impact on the business. The failure to adequately anticipate and address these risks could adversely affect the Company’s business and financial performance.

Although the Company performs due diligence investigations of the businesses and assets that it acquires, and anticipates continuing to do so for future acquisitions, there may be liabilities related to the acquired business or assets that the Company fails to, or is unable to, uncover during its due diligence investigation and for which the Company, as a successor owner, may be responsible. We, along with third party advisors, typically perform due diligence on such risks when we purchase targets. Such diligence may, however, be deficient or the potential liabilities may be difficult or impossible to identify in diligence. When feasible, the Company seeks to minimize the impact of these types of potential liabilities by obtaining indemnities and warranties from the seller, which may in some instances be supported by deferring payment of a portion of the purchase price, and/or by purchasing representation and warranty insurance. However, these indemnities and warranties, if obtained, may not fully cover the liabilities because of their limited scope, amount or duration, the financial resources of the indemnitor or warrantor, or other reasons.

Some of our recent acquisitions involve, and potential future acquisitions may involve, operations outside of the US which are subject to various risks including those described in “Risk Factors – The Company faces risks related to its international operations.”

The Company may be unable to realize anticipated cost and revenue synergies and expects to incur substantial expenses related to acquisitions, which could have an adverse effect on the Company’s business, financial condition and results of operations.

While the Company anticipates certain cost and revenue synergies from acquisitions, the Company’s ability to achieve such estimated cost and revenue synergies in the timeframe described, or at all, is subject to various assumptions by the Company’s management, which may or may not be realized, as well as the incurrence of other costs in its operations that offset all or a portion of such cost synergies. Consequently, the Company may not be able to realize cost and revenue synergies within an expected timeframe or at all. In addition, the Company may incur additional and/or unexpected costs in order to realize these cost and/or revenue synergies. Failure to achieve some or all the expected cost and revenue synergies could significantly reduce the expected benefits associated with acquisitions and adversely affect the Company. In addition, the Company has incurred and

will incur substantial expenses in connection with many acquisitions. The Company often incurs non-recurring costs associated with integrating the acquired operations and achieving the desired synergies. These fees and costs have been, and may continue to be, substantial. The substantial majority of non-recurring expenses consist of transaction costs related to acquisitions and include, among others, fees paid to financial, tax and legal advisors, employee benefit costs and filing fees. These costs described above, as well as other unanticipated costs and expenses, could have an adverse effect on the financial condition and operating results of the Company.

~~The Company’s 2018 Credit Facility and indenture contain covenants that limit the Company's flexibility and prevent the Company from taking certain actions.~~

The credit agreement and security agreements governing the Company’s 2018 Credit Facility and the indenture entered into in connection with the Senior Unsecured Notes offering include a number of significant restrictive covenants. These covenants could limit the Company’s ability to plan for or react to market conditions, meet its capital needs and execute its business strategy. These covenants, among other things, limit the Company’s ability and the ability of its subsidiaries to incur additional debt; prepay other debt; pay dividends and make other restricted payments; create or permit certain liens; issue or sell capital stock of restricted subsidiaries; use the proceeds from sales of assets; make certain investments; create or permit restrictions on the ability of the non-guarantors to pay dividends or to make other distributions to the Company; enter into certain types of transactions with affiliates; engage in unrelated businesses; enter into sale and leaseback transactions; and consolidate or merge or sell the Company’s assets substantially as an entirety.

A number of these restrictions in the 2018 Credit Facility are more stringent regarding subsidiaries of the Company that are not party to the Company’s 2018 Credit Facility (collectively, the “Non-Guarantor Parties”). The Non-Guarantor Parties, other than certain other designated unrestricted subsidiaries, are limited in their ability to incur debt outside of the Company’s 2018 Credit Facility. In addition, the Company and its subsidiaries are limited in the amount of investments that they may make in the Non-Guarantor Parties and the amount of guaranties they may make in connection with debt incurred by the Non-Guarantor Parties outside of the Company’s 2018 Credit Facility.

~~The Company depends on its subsidiaries for cash to meet its obligations and pay any dividends.~~

The Company is a holding company. Its subsidiaries conduct all of its operations and own substantially all of its assets. Consequently, the Company’s cash flow and its ability to meet its obligations or pay dividends to its stockholders depend upon the cash flow of its subsidiaries and the payment of funds by its subsidiaries to the Company in the form of dividends, tax sharing payments or otherwise. The Company’s subsidiaries’ ability to provide funding will depend on, amongst others, their earnings, the terms of indebtedness from time to time, tax considerations and legal restrictions.

~~Payment of dividends may not continue in the future, and the payment of dividends is subject to restriction.~~

The Company’s dividend policy currently provides for an annualized dividend of $0.59 per share. The future declaration and payment of dividends, if any, will be at the discretion of the Board of Directors and will depend on a number of factors, including the Company’s financial and operating results, financial position, legal requirements, and anticipated cash requirements. The Company can give no assurance that dividends will be declared and paid in the future or, if declared and paid in the future, at the same level as in the past. Additionally, the Company’s 2018 Credit Facility restricts its ability to pay dividends if the Company does not meet its net leverage or interest coverage ratios, or if the Company is otherwise in default.

~~The Company’s outstanding debt and changes in interest rates could adversely affect its financial condition.~~

As of December 31, 2019, the Company had outstanding debt of $508.8 million, which represented 40.4% of its total capitalization. Of such total debt, approximately $251.9 million net of unamortized fees was secured. The Company’s outstanding indebtedness could adversely affect its financial condition. The Company’s outstanding indebtedness could also increase its vulnerability to adverse general economic and industry conditions; require the Company to dedicate a substantial portion of its cash flows from operating activities to payments on its indebtedness, thereby reducing the availability of the Company’s cash flows to fund working capital, capital expenditures, potential acquisitions, research and development efforts and other general corporate purposes; limit the Company’s flexibility in planning for, or reacting to, changes in its business and the industry in which it operates; place the Company at a competitive disadvantage compared to its competitors that have less debt; and limit the Company’s ability to borrow additional funds on terms that are satisfactory to it or at all.

Certain loans and financing extended to the Company are made at variable rates that use the London Inter-bank Offered Rate ("LIBOR") as a benchmark for establishing the interest rate. LIBOR is the subject of recent proposals for reform. On July 27, 2017, the United Kingdom’s Financial Conduct Authority announced that it intends to phase out LIBOR rates by the end of 2021. It is unclear whether these reforms may cause LIBOR to cease to exist, new methods of calculating LIBOR will be established or an alternative reference rate(s) will be established. If LIBOR ceases to exist, the method and rate used to calculate our variable-rate debt in the future may result in interest rates and/or payments that are higher than, lower than, or that do not otherwise correlate over time with the interest rates and/or payments that would have been made on our obligations if LIBOR was available in its current form. The consequences cannot be entirely predicted and could have an adverse impact on the market value for or value of LIBOR-linked loans and other financial obligations or extensions of credit held by the Company. The potential effect of any such event on our cost of capital, financial results, and cash flows cannot yet be determined.

~~The Company may not be able to generate sufficient cash flow to meet its debt service obligations.~~

The Company’s ability to generate sufficient cash flows from operating activities to make scheduled payments on its debt obligations will depend on its future financial performance, which will be affected by a range of economic, competitive, regulatory, legislative and business factors, many of which are outside of the Company’s control. If the Company does not generate sufficient cash flows from operating activities to satisfy its debt obligations, the Company may have to undertake alternative financing plans, such as refinancing or restructuring its debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital. The Company cannot assure that any refinancing would be possible or that any assets could be sold on acceptable terms or otherwise. The Company’s inability to generate sufficient cash flows to satisfy its debt obligations, or to refinance its obligations on commercially reasonable terms, would have a material adverse effect on the Company’s business, financial condition and results of operations. In addition, any refinancing of the Company’s debt could be at higher interest rates and may require the Company to comply with more onerous covenants, which could further restrict its business operations. Also, any additional issuances of equity would dilute the Company’s shareholders.

Despite the Company’s level of indebtedness, it will likely be able to incur substantially more debt. Incurring such debt could further exacerbate the risks to the Company’s financial condition described above.

The Company will likely be able to incur substantial additional indebtedness in the future. Although the credit agreement governing the 2018 Credit Facility contains restrictions on the incurrence of additional indebtedness, these restrictions are subject

to qualifications and exceptions and the indebtedness incurred in compliance with these restrictions could be substantial. The restrictions also do not prevent the Company from incurring obligations that do not constitute indebtedness. To the extent new debt is added to the Company’s currently anticipated debt levels, the substantial leverage risks described above would increase.

~~The failure to maintain effective internal control over financial reporting in accordance with applicable securities laws could adversely affect the Company.~~

Section 404 of the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the US Securities and Exchange Commission (the “SEC”) as well as applicable rules and guidelines adopted by the Canadian securities regulators require annual management assessments of the effectiveness of the Company’s internal control over financial reporting and a report by the Company’s independent registered public accounting firm to express an opinion on these controls based on their audit. Due to inherent limitations, there can be no assurance that the Company’s system of internal control over financial reporting will be successful in preventing all errors, theft, and fraud, or in informing management of all material information in a timely manner. These risks will likely be exacerbated as the Company expands, particularly in foreign jurisdictions where employees may not be as accustomed to such laws and regulations. Also, if the Company cannot in the future favorably assess, or the Company’s independent registered public accounting firm is unable to provide an unqualified attestation report on the effectiveness of the Company’s internal control over financial reporting, investors may lose confidence in the reliability of the Company’s financial reports, which could adversely affect the Company.

~~Certain of the Company’s pension and other post-retirement benefit plans are partially funded or unfunded which could require Company contributions.~~

The Company’s pension and other post-retirement benefit plans currently have an unfunded deficit of $15.1 million as of December 31, 2019 as compared to $14.9 million at the end of 2018. For 2019 and 2018, the Company contributed $1.3 million and $13.9 million, respectively, to its wholly or partially funded pension plans and to beneficiaries for its unfunded other benefit plans. The Company may need to divert certain of its resources in the future in order to resolve this funding deficit. In addition, the Company cannot predict whether a change in factors such as pension asset performance or interest rates, will require the Company to make a contribution in excess of its current expectations. Also, the Company expects to contribute $1.4 million to satisfy its 2020 minimum funding requirement for its wholly or partially funded pension plans and to beneficiaries for its unfunded other benefit plans. Further, the Company may not have the funds necessary to meet future minimum pension funding requirements or be able to meet its pension benefit plan funding obligation through cash flows from operating activities.

The Company depends on the proper functioning of its information systems.

The Company is dependent on the proper functioning of information systems, some of which are owned and operated by third parties, including the Company's vendors, customers and/or suppliers, to store, process and transmit confidential information, including financial reporting, inventory management, procurement, invoicing and electronic communications belonging to its customers, its suppliers, its employees and/or the Company itself. The Company’s information systems are vulnerable to natural disasters, fire, casualty, theft, technical failures, terrorist acts, cybersecurity breaches, power loss, telecommunications failures, physical or software intrusions, computer viruses, and similar events. If the Company’s critical information systems fail or are otherwise unavailable, its operations could be disrupted, causing a material adverse effect on its business, operations and financial statements.

The Company relies on third parties to provide software, support and management with respect to a variety of business processes and activities as part of our information technology network, and is utilizing cloud computing through certain of our third-party vendors. The security and privacy measures the Company and its vendors, customers and suppliers implement are critical to the business, key relationships, and compliance with applicable law. Despite the Company's security measures and business continuity plans, these information technology networks may be vulnerable to damage, disruptions or shutdowns due to attacks by hackers, natural disasters or catastrophic events, or breaches due to errors or malfeasance by employees, contractors and others who have access to the networks and systems.

Any theft or misuse of information resulting from a security breach of the Company's or a third party's information technology networks and systems could result in, among other things, loss of significant and/or sensitive information, litigation by affected parties, financial obligations resulting from such theft or misuse, higher insurance premiums, governmental investigations, negative reactions from current and potential future customers (including potential negative financial ramifications under certain customer contract provisions) and poor publicity. Given the seemingly increasing frequency and severity of cyberattacks on commercial and governmental organizations in recent years, this threat may be heightened for the Company. Any of these consequences, in addition to the time and funds spent on monitoring and mitigating the Company’s exposure and responding

to breaches, including the training of employees, the purchase of protective technologies and the hiring of additional employees and consultants to assist in these efforts, could adversely affect its financial results.

To date, the Company has not experienced a material cybersecurity breach and has prevented or adequately managed less impactful incidents. However, the Company suspects that risks and exposures related to cybersecurity attacks will remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats. The Company maintains first and third-party cybersecurity insurance coverage in an attempt to mitigate such risks.

~~The Company faces risks related to its international operations.~~Product liability could adversely affect the Company’s business.

~~The Company has customers~~Difficulties in product design, performance and ~~operations located outside the US and Canada. In 2019,~~reliability could result in lost sales, to customers located outside the US and Canada represented approximately 11% of its sales. The Company’s international operations present it with a number of risks and challenges, including potential difficulties staffing and managing its foreign operations, potential difficulties managing a more extensive supply chain as compared to its sales effortsdelays in ~~the US and Canada, potential adverse changes in tax regulations affecting tax rates and the way the US and other countries tax multinational companies, the effective marketing~~customer acceptance of the Company’s products, ~~in other countries, tariffs~~customer complaints or lawsuits. Such difficulties could be costly from a monetary perspective and/or detrimental to the Company’s market reputation. The Company’s products and ~~other trade barriers, less favorable intellectual property laws, longer customer payment cycles, exposure to economies that~~the products supplied by third parties on behalf of the Company may not be error-free. Undetected errors or performance problems may be ~~experiencing currency volatility~~discovered in the future. The Company may not be able to successfully complete the development of planned or ~~negative growth, exposure to political~~future products in a timely manner or adequately address product defects, which could harm the Company’s business and economic instability and unsafe working conditions (including acts of terrorism, widespread criminal activities and outbreaks of war), certain cultural differences and different regulatory schemes and political environments applicable to its operations in these areas, such as environmental and health and safety compliance.

~~There have been recent changes, and future, additional changes~~prospects. In addition, product defects may occur, to US and foreign trade and tax policies, including heightened import restrictions, import and export licenses, new tariffs, trade embargoes, government sanctions or trade barriers. Any of these restrictions could prevent or make it difficult forexpose the Company to ~~obtain certain raw materials and/or equipment needed to manufacture certain products. Increased tariffs could require the Company to increase its prices~~product liability claims, for which ~~could decrease demand for the Company’s products. In some situations,~~ it may ~~be difficult for the Company to effect a price increase for products whose raw materials are affected by tariffs, see “Risk Factor—Fluctuations~~not have sufficient product liability insurance. Difficulties in ~~raw material costs~~product design, performance and reliability or ~~the unavailability of raw materials may~~product liability claims could adversely affect the Company’s ~~profitability.” In addition, other countries may retaliate through their own restrictions~~business, financial condition and/or ~~increased tariffs which would affect our ability to export products and therefore adversely affect our sales.~~results of operations.

In 2019, the US Federal Reserve decreased its benchmark interest rate but signaled that rates could rise in the future. While it is unclear whether these actions suggest a change in previous monetary policy positions, any such change or market expectation of such change may result in significantly higher long-term interest rates. Such a transition may be abrupt and may, among other things, reduce the availability and/or increase the costs of obtaining new debt and refinancing existing indebtedness, negatively impact the market price of our common stock, and potentially decrease demand for the products of the Company and its customers.

In addition, in June 2016, voters in the United Kingdom approved an advisory referendum to withdraw membership from the European Union (commonly referred to as “Brexit”). The United Kingdom formally departed from the European Union on January 31, 2020, subject to a transition period expected to last until December 31, 2020 (the “Brexit Transition Period”). During the Brexit Transition Period, most European Union rules and regulations will continue to apply to the United Kingdom as negotiations are expected to continue on after the expiration of the Brexit Transition Period. Brexit could adversely affect worldwide economic and market conditions and could contribute to instability in global financial and foreign exchange markets. Uncertainty about future custom and trade arrangements between the United Kingdom and other countries may have a material adverse effect on our business.

Brexit could cause disruptions to, and create uncertainty surrounding, the Company’s business in Europe, including affecting the Company’s relationships with its existing and future customers, suppliers and employees. Until the Brexit negotiation process is completed, it is difficult to anticipate the potential impact on our operations. As the process evolves, we will continue to assess its impact on us.

Because the Company has operations in Europe, it is subject to the European General Data Protection Regulation (“GDPR”) enacted on May 25, 2018. The GDPR imposes additional obligations and risk upon the Company’s business and increases the penalties to which we could be subject in the event of any non-compliance. The Company may incur expenses in complying with the obligations imposed by the GDPR and the Company may be required to make changes in its business operations, all of which may adversely affect its revenue and business overall. Additionally, because the GDPR’s standards are relatively new, the Company is unable to predict how they will be applied. Despite best efforts to attempt to comply with the GDPR, a regulator may determine that the Company has not done so and subject it to fines and public censure, which could harm the Company.

Finally, the Company’s financial statements are reported in US dollars while a portion of its sales are made in other currencies, primarily the Canadian dollar, the Euro and the Indian Rupee. As a result, fluctuations in exchange rates between the US dollar and foreign currencies can have a negative impact on the Company’s reported operating results and financial condition. Moreover, in some cases, the currency of the Company’s sales does not match the currency in which it incurs costs, which can negatively affect its profitability. Fluctuations in exchange rates can also affect the relative competitive position of a particular facility where the facility faces competition from non-local producers, as well as the Company’s ability to successfully market its products in export markets.LEGAL, REGULATORY AND COMPLIANCE RELATED RISKS

The Company’s operations are subject to comprehensive environmental regulation and involve expenditures which may be material in relation to its operating cash flow.

The Company’s operations are subject to extensive environmental regulation in each of the countries in which it maintains facilities. For example, US, Canadian, Indian, Portuguese, German, Chinese and United Kingdom (federal, state and local), ~~Canadian (federal, provincial and local), Portuguese (federal, state and local), and Indian (federal, state and local)~~ environmental laws applicable to the Company include statutes and regulations intended to impose certain obligationswith respect to site contamination and to allocate the cost of investigating, monitoring and remedying soil and groundwater contamination among specifically identified parties, as well as to prevent future soil and groundwater contamination; imposing air ambient standards and, in some cases, emission standards, for air pollutants which present a risk to public health, welfare or the natural environment; governing the handling, management, treatment, storage and disposal of hazardous wastes and substances; regulating the chemical content of products; and regulating the discharge of pollutants into waterways.

The Company’s use of hazardous substances in its manufacturing processes and the generation of hazardous wastes not only by the Company, but by prior occupants of its facilities, suggest that hazardous substances may be present at or near certain of the Company’s facilities or may come to be located there in the future. Consequently, the Company is required to closely monitor its compliance under all the various environmental laws and regulations applicable to it. In addition, the Company arranges for the off-site disposal of hazardous substances generated in the ordinary course of its business. Under certain environmental laws, the Company may be responsible for remediation costs or other liabilities as a result of the use, release or disposal of hazardous substances at or from any property currently or formerly owned or operated or to which the Company sent waste for treatment or disposal. Liability under these laws may be imposed without regard to whether the Company was aware of, or caused, the contamination and, in some cases, liability may be joint or several.

The Company obtains Phase I or similar environmental site assessments, and Phase II environmental site assessments, if necessary, for most of the manufacturing facilities it owns or leases at the time it either acquires or leases such facilities. These assessments typically include general inspections and for Phase II site assessments,may involve soil sampling and/or groundwater analysis. These assessments may not reveal all potential environmental liabilities and current assessments are not available for all facilities. Consequently, there may be material environmental liabilities of which the Company is not aware. In addition, ongoing cleanup and containment operations may not be adequate for purposes of future laws and regulations. The conditions of the Company’s properties could also be affected in the future by neighboring operations or the conditions of the land in the vicinity of its properties. These developments and others, such as increasingly stringent environmental laws and regulations, increasingly strict enforcement of environmental laws and regulations, or claims for damage to property or injury to persons resulting from the environmental, health or safety impact of its operations, may cause the Company to incur significant costs and liabilities that could have a material adverse effect on it.

Phase II environmental site assessment reports conducted in the fall of 2017 documented the presence of soil and groundwater contamination at the Cantech facilities in Cornwall, Ontario, Canada and Montreal, Quebec, Canada. With respect to the owned Cantech facility located in Cornwall, Ontario, Canada, and the Cantech facility leased by the Company in Montreal, Quebec, environmental reports obtained in 2017 indicated the presence of certain contaminants at levels exceeding applicable regulatory standards, including cyanide and toluene in soil samples, vinyl chloride in groundwater samples. These and any other environmental matters that may be discovered could be subject to additional investigation. To the extent the presence of such contaminants requires remediation work, results in any penalties or other amounts or gives rise to third party claims based on alleged migration of contaminants, there could be an adverse effect on the financial position of the Company. The Company closed its Johnson City, Tennessee manufacturing facility at the end of 2018 and subsequently sold the facility in June 2019. In April of 2019, the Company announced that it would close its Montreal, Quebec manufacturing facility and by August 2019 had transferred substantially all manufacturing operations to its other existing manufacturing facilities. The Company completed the closure of the manufacturing facility at the end of 2019.

The Company obtained an unlimited indemnification from the sellers of the Cantech business with respect to any environmental matter that pre-existed the acquisition and is not currently aware of any material amounts payable or claimed related to the foregoing.

The Company’s facilities are required to maintain numerous environmental permits and governmental approvals for its operations. Some of the environmental permits and governmental approvals that have been issued to the Company or to its facilities contain conditions and restrictions, including restrictions or limits on emissions and discharges of pollutants and contaminants, or may have limited terms. Maintaining these permits and complying with their terms as well as environmental laws and regulations applicable to the Company’s business could require the Company to incur material costs.

If the Company fails to satisfy these conditions or to comply with these restrictions or with applicable environmental laws and regulations, it may become subject to enforcement actions and the operation of the relevant facilities could be adversely affected. The Company may also be subject to fines, penalties, claims for injunctive relief or additional costs. The Company may not be able to renew, maintain or obtain all environmental permits and governmental approvals required for the continued operation or further development of the facilities, as a result of which the operation of the facilities may be limited or suspended.

IPG has a number of management system components in place to routinely query and assess our operating facilities for compliance with applicable environmental permits and requirements. These management systems are focused on ensuring on-going compliance with those requirements or identifying instances of non-compliance for voluntary notification to regulatory authorities and prompt resolution of non-compliance status.

~~Our goodwill~~In addition to the operational requirements, the products that the Company manufactures could be subject to a separate set of product regulations. These regulations, similar to those imposed on manufacturing facilities, are driven by federal, state and ~~other intangible assets represent~~local governments in a ~~significant amount~~desire to drive materials of ~~our total assets.~~

Our total assets reflect significant intangible assets, primarily goodwill. At December 31, 2019, goodwill and other intangible assets totaled $222.7 million, or 21.7% of our total assets. Goodwill represents the excessconcern out of the ~~purchase price over~~products, improve sustainability initiatives in the ~~fair value~~various locales and, at a minimum, to improve the awareness of the ~~identifiable net assets acquired in business acquisitions. The Company may experience unforeseen issues with businesses acquired, which may adversely affect the anticipated returns~~end users of the ~~business or value of~~products. Unlike the ~~intangible assets~~manufacturing regulations, the product regulations that impact IPG can be anywhere its products are sold worldwide and, ~~trigger an evaluation of~~as the recoverability of the recorded goodwill and intangible assets for such business. The Company assesses annually whether there has been impairment in the value of goodwill or indefinite-lived intangible assets. If future operating performance were to fall below current levels,

producer, the Company could be ~~required to recognize a non-cash charge to operating earnings to impair~~responsible for complying with the related goodwill or other intangible assets. With respect to continuing operations, the Company recognized $0.1 million in non-cash impairment charges for the year ended December 31, 2019 related to one intangible asset. Any future goodwill or intangible asset impairments could negatively affect the Company's financial conditionvarious compliance, certification and ~~results of operations.~~assurance requests received by its end users and vendors.

The Company may become involved in litigation relating to its intellectual property rights, which could have an adverse impact on its business.

The Company relies on patent protection, as well as a combination of copyright, trade secret and trademark laws, nondisclosure and confidentiality agreements and other contractual restrictions to protect its proprietary technology. In addition to relying on patent protection, as well as a combination of copyright, trade secret and trademark laws, nondisclosure and confidentiality agreements and other contractual restrictions, the Company relies in some cases on unpatented proprietary know-how and trade secrets. The Company employs various methods, including its internal security systems, policies and procedures, to protect its proprietary know-how and trade secrets. These mechanisms may not, however, afford complete or sufficient protection, and misappropriation may still occur.

Litigation may be necessary to enforce these rights, which could result in substantial costs to the Company and a substantial diversion of management attention. Further, there can be no assurance that the Company will be able to enforce its patent or other rights, if any, and that others will not independently develop similar know-how and trade secrets or develop better production methods. If the Company does not adequately protect its intellectual property, its competitors or other parties could use the intellectual property that the Company has developed to enhance their products or make products similar to the Company’s and compete more efficiently with it, which could result in a decrease in the Company’s market share.

While the Company has attempted to ensure that its products and the operations of its business do not infringe other parties’ patents and proprietary rights, its competitors or other parties may assert, and have asserted in certain instances, that the Company’s products and operations may infringe upon patents held by them. In addition, because patent applications can take many years to issue, the Company might have products that infringe upon pending patents and other proprietary rights of which it is unaware. If any of the Company’s products infringe a valid patent, the Company could be prevented from selling such products unless the Company obtains a license or redesigns the products to avoid ~~infringement.~~infringement or any such design may be costly. A license may not be available or may require the Company to pay substantial royalties. The Company may not be successful in attempts to redesign its products to avoid infringement. Infringement or other

intellectual property claims, regardless of merit or ultimate outcome, can be expensive and time-consuming to resolve as well as divert management’s attention from the Company’s core business.

The Company may become involved in labor disputes or employees could form or join unions increasing the Company’s costs to do business.

Some of the Company’s employees are subject to collective bargaining agreements. Other employees are not part of a union and there are no assurances that such employees will not form or join a union. Any attempt by employees to form or join a union could result in increased labor costs and adversely affect the Company’s business, its financial condition and/or results of operations.

Except for the strike which occurred at the Company’s Brantford, Ontario manufacturing facility in 2008, which is now closed, the Company has never experienced any work stoppages due to employee related disputes. Management believes that it has a good relationship with its employees. However, there can be no assurance that work stoppages or other labor disturbances will not occur in the future. Such occurrences could adversely affect the Company’s business, financial condition and/or results of operations.

The Company may become involved in litigation which could have an adverse impact on its business.

The Company, like other manufacturers and sellers, is subject to potential liabilities connected with its business operations, including potential liabilities and expenses associated with product defects, performance, reliability or delivery delays. The Company is threatened from time to time with, or is named as a defendant in, legal proceedings, including lawsuits based upon product liability, personal injury, breach of contract and lost profits or other consequential damages claims, in the ordinary course of conducting its business. A significant judgment against the Company, or the imposition of a significant fine or penalty resulting from a finding that the Company failed to comply with laws or regulations, or being named as a defendant on multiple claims could adversely affect the Company’s business, financial condition and/or results of operations.

Climate change, weather events, public health crises and other disasters can adversely affect the Company's operations, particularly in the event of catastrophic loss of its key manufacturing facilities.

While the Company manufactures products in a large number of diversified facilities and maintains insurance covering its facilities, a catastrophic loss of the use of all or a portion of one of its key manufacturing facilities or workforce due to accident, equipment failures, labor issues, public health crises (such as the coronavirus, COVID-19), extreme weather conditions, power outages, explosion, terrorism, manmade disaster, natural disaster (including fire, hurricane, flood, earthquake, extreme temperatures, flood, drought, typhoon, tsunamis), rising sea levels, climate change or otherwise, whether short or long-term, could have a material adverse effect on the Company. Specifically, these events could create a material disruption and have a material adverse effect on the Company's operations and productivity. Disruptions could increase cost of sales, harm the Company's reputation and adversely affect its ability to attract or retain customers. While management reviews and seeks to put in place contingency plans, such events are unpredictable in nature and the impact and path of such events change and develop as the event approaches or occurs and the Company's contingency plans may not be sufficient to address disruptions attributable to such risks.

For example, significant rainfall and subsequent severe flooding on October 4, 2015 (the “South Carolina Flood”) resulted in considerable damage to, and the permanent closure of, the Columbia, South Carolina manufacturing facility eight to nine months in advance of its planned shutdown. Charges incurred as a result of the South Carolina Flood during the years ended December 31, 2016 and 2015 totalled $4.9 million and $6.5 million, respectively, before Insurance Proceeds.

~~Uninsured and underinsured losses and rising insurance costs could adversely affect the Company’s business.~~

The Company maintains property, business interruption, general liability, cybersecurity, directors and officer’s liability, environmental liability, workers compensation liability and other ancillary insurance on such terms as it deems appropriate. This may result in insurance coverage that, in the event of a substantial loss, would not be sufficient to pay for the full current market value or current replacement cost of the Company’s lost investment. Not all risks are covered by insurance, as such coverage is not feasible.

The Company’s cost of maintaining property, general liability and business interruption insurance and director and officer liability insurance is significant. The Company could experience higher insurance premiums as a result of adverse claims experience or because of general increases in premiums by insurance carriers for reasons unrelated to the Company's own claims experience. Generally, the Company’s insurance policies must be renewed annually. The Company’s ability to continue to obtain insurance at affordable premiums also depends upon its ability to continue to operate with an acceptable claims record. A significant

increase in the number of claims against the Company, the assertion of one or more claims in excess of its policy limits, or the inability to obtain adequate insurance coverage at acceptable rates, or any insurance coverage at all, could adversely affect the Company’s business, financial condition and/or results of operations.

~~The Company’s success depends upon retaining the services of its management team and key employees.~~

The Company is dependent on its management team and expects that continued success will depend largely upon their efforts and abilities. The loss of the services of any key executive for any reason could have a material adverse effect on the Company. Success also depends upon the Company’s ability to identify, develop, and retain qualified employees.

~~Product liability could adversely affect the Company’s business.~~

Difficulties in product design, performance and reliability could result in lost sales, delays in customer acceptance of the Company’s products, customer complaints or lawsuits. Such difficulties could be detrimental to the Company’s market reputation. The Company’s products and the products supplied by third parties on behalf of the Company may not be error-free. Undetected errors or performance problems may be discovered in the future. The Company may not be able to successfully complete the development of planned or future products in a timely manner or adequately address product defects, which could harm the Company’s business and prospects. In addition, product defects may expose the Company to product liability claims, for which it may not have sufficient product liability insurance. Difficulties in product design, performance and reliability or product liability claims could adversely affect the Company’s business, financial condition and/or results of operations.

Because the Company is a Canadian company, it may be difficult to enforce rights under US bankruptcy laws.

The Company and certain of its subsidiaries are incorporated under the laws of Canada and approximately ~~30%~~29% of its assets are located outside of the US. Under bankruptcy laws in the US, courts typically assert jurisdiction over a debtor’s property, wherever located, including property situated in other countries. However, courts outside of the US may not recognize the US bankruptcy court’s jurisdiction over property located outside of the territorial limits of the US. Accordingly, should insolvency proceedings be commenced by or in respect of the Company in the US pursuant to US bankruptcy laws, difficulties may arise in administering such proceedings in a case involving a Canadian debtor with property located outside of the US, and any orders or judgments of a bankruptcy court in the US may not be enforceable outside the territorial limits of the US.

It may be difficult for investors to enforce civil liabilities against the Company under US federal and state securities laws.

The Company and certain of its subsidiaries are incorporated under the laws of Canada. Certain of their directors are residents of Canada and a portion of directors’ and executive officers’ assets may be located outside of the US. In addition, certain subsidiaries are located in other foreign jurisdictions. As a result, it may be difficult or impossible for US investors to effect service of process within the US upon the Company, its Canadian subsidiaries, or its other foreign subsidiaries, or those directors and officers, or to enforce against them judgments of courts of the US predicated upon the civil liability provisions of US federal securities laws or securities or blue sky laws of any state within the US. The Company believes that a judgment of a US court predicated solely upon the civil liability provisions of the Securities Act of 1933, as amended and/or the Securities Exchange Act of 1934, as amended (“Exchange Act”), would likely be enforceable in Canada if the US court in which the judgment was obtained had a basis for jurisdiction in the matter that was recognized by a Canadian court for such purposes. The Company cannot make any assurances, however, that this will be the case. There is substantial doubt whether an action could be brought in Canada in the first instance on the basis of liability predicated solely upon such laws.

The Company has its registered office in the Province of Québec, Canada and, as a result, is subject to the securities laws of that province. In addition, the Company is a “reporting issuer” under the securities laws of each of the provinces of Canada and is therefore subject to the provisions thereof relating to, among other things, continuous disclosure and filing of insider reports by the Company’s “reporting insiders”, as applicable.

While the Company’s shares trade on the Toronto Stock Exchange, they trade on the OTC Pink Marketplace in the US, which may result in the possible absence of a liquid trading market for securities of US investors.

The Company’s common shares are traded in the US on the OTC Pink Marketplace. Trading on this market can be thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with a company’s operations or business prospects. In addition, trading on this market is often sporadic, so shareholders may have some difficulty reselling any of their shares of common stock on this market.

Compliance with the SEC’s conflict mineral disclosure requirements results in additional compliance costs and may create reputational challenges.

The SEC adopted rules pursuant to Section 1502 of the Dodd-Frank Act setting forth disclosure requirements concerning the use or potential use of certain minerals and their derivatives, including tantalum, tin, gold and tungsten, that are mined from the Democratic Republic of Congo and adjoining countries, and deemed conflict minerals. These requirements have necessitated, and will continue to necessitate, due diligence efforts by the Company to assess whether such minerals are used in the Company’s products in order to make the relevant required disclosures. There are certain costs associated with complying with these ~~new~~ disclosure requirements, including diligence to determine the sources of those minerals that may be used or necessary to the production of the Company’s products. If the Company determines that certain of its products contain minerals that are not conflict-free or is unable to sufficiently verify the origins for all conflict minerals used in its products, the Company may face changes to its supply chain or challenges to its reputation, either of which could impact future sales.

The Company’s exemptions under the Exchange Act of 1934, as a foreign private issuer, limit the protections and information afforded U.S. investors.

The Company is a foreign private issuer within the meaning of the rules promulgated under the Exchange Act. As such, it is exempt from certain provisions applicable to US companies with securities registered under the Exchange Act, including: the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction (i.e., a purchase and sale, or sale and purchase, of the issuers’ equity securities within a period of less than six months). Because of these exemptions, purchasers of the Company’s securities are not afforded the same protections or information generally available to U.S. investors in public companies organized in the US. For the year ended December 31, 2008 and commencing for the year ended December 31, 2010 and going forward, the Company has elected to file its annual report on Form 20-F which also fulfills the requirements of the Annual Information Form required in Canada, thus necessitating only one report. The Company reports on Form 6-K and makes certain other filings (such as Form S-8, Form 11-K and Form SD), with the US Securities and Exchange Commission and publicly releases quarterly financial reports.

The Company's business could be negatively affected by the actions of activist shareholders.

Certain of the Company's shareholders may from time to time advance shareholder proposals or otherwise attempt to effect changes or acquire control over its business. Such proposals or attempts are sometimes led by investors seeking to increase short-term shareholder value by advocating corporate actions such as financial restructuring, increased borrowing, special dividends, stock repurchases or even sales of assets or the entire company. Such an action focused on the short-term may be to the long-term detriment of the Company’s shareholders. If faced with actions by activist shareholders, the Company may not be able to respond effectively to such actions, which could be disruptive to its business.

FINANCIAL RELATED RISKS

Fluctuations in raw material costs or the unavailability of raw materials may adversely affect the Company’s profitability.

A significant portion of the Company’s major raw materials are by-products of crude oil and natural gas which are subject to risks associated with energy markets. These markets are subject to volatility, which may result in increased raw material costs for the Company (for certain portions of 2021, such volatility and related cost increases were significant). A number of potential factors, such as legislation aimed at reducing greenhouse gas emissions, wars, terrorist attacks, natural disasters, adverse weather events, supply chain disruptions, heightened tariffs and other adverse international trade issues, and political unrest, may result in volatile energy markets and increased raw material costs for the Company. The prices for these raw materials have fluctuated in the past (including in 2021) and these fluctuations could recur, and the Company's performance depends in part on its ability to reflect changes in costs by increasing its selling prices.

Historically, the Company ~~cannot assure~~has generally been able to pass on significant raw material cost increases through price increases to its ~~shareholders that~~customers. During 2021, despite the dramatic increases in the costs of raw materials, the Company was able to cover the spread between selling price and raw material costs. The Company’s results of operations in prior years, at times, have been negatively impacted by raw material cost increases. These increases adversely affected the Company’s profitability. As a result of raw material cost increases, the Company may increase prices (which could result in reduced market share) or may choose to keep prices the same (which could result in decreased margins). The Company’s profitability in the future may be adversely affected due to fluctuations in raw material prices. Additionally, the Company relies on its ~~normal course issuer bid will enhance shareholder value, and share repurchases could increase the volatility~~suppliers for deliveries of raw materials. If any of its ~~share price.~~suppliers are unable to deliver raw materials to the Company for an extended period of time, there is no assurance that the Company’s raw materialrequirements would be met by other suppliers on acceptable terms, or at all (although the Company has alternative suppliers for a number of the raw materials it uses), which could have a material adverse effect on the Company’s results of operations.

Unfavorable consumer responses to price increases could have a material adverse impact on the Company's sales and earnings.

From time to time, and especially in periods with rising raw material costs, the Company increases the prices of its products. Significant price increases could impact the Company's earnings, depending on, among other factors, the pricing by competitors of similar products and the response by the customers to higher prices. Such price increases may result in lower volume of sales and a subsequent decrease in earnings.

The ~~Company may repurchase shares~~Company’s competition and customer preferences could impact the Company’s profitability.

The markets for the Company’s products are highly competitive. Competition in its markets is primarily based upon the ~~open market~~quality, breadth and ~~otherwise for cancellation pursuant~~performance characteristics of its products, customer service and price. The Company’s ability to normal course issuer bids (“NCIB”), which allow it to repurchase a certain number of shares during a specified period. Under the NCIB, the Company is authorized to repurchase up to an aggregate of approximately 4,000,000 common shares over the twelve-month period ending July 22, 2020. The timing and actual number of shares repurchased will depend oncompete successfully depends upon a variety of factors, including its ability to create new and improved products, effectively employ skilled personnel, increase manufacturing facility efficiencies, reduce manufacturing costs, and create complementary products for customer convenience of a single supplier, as well as its access to quality, low-cost raw materials.

levels and timing of ~~open~~purchases which may be triggered by price changes and incentive programs. Additionally, the majority of the Company's sales are made through distribution, which limits direct visibility to trends at the end-user. The limited visibility makes it harder to forecast both macro and/or end-user specific changes.

One customer accounted for approximately 13% of total revenue, including direct and indirect sales, for each of the years ended December 31, 2021 and 2020, respectively. A loss of this customer or any other large customer, or a significant reduction in sales to this customer or any other large customer, could have an adverse impact on the Company’s results.

The Company’s customer contracts contain termination provisions that could decrease the Company’s future revenues and earnings.

The Company's goodwill and other intangible assets represent a significant amount of its total assets.

The Company's total assets reflect significant intangible assets, primarily goodwill. At December 31, 2021, goodwill and other intangible assets totalled $290.6 million, or 21.8% of total assets. Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in business acquisitions. The Company may experience unforeseen issues with businesses acquired, which may adversely affect the anticipated returns of the business or value of the intangible assets and trigger an evaluation of the recoverability of the recorded goodwill and intangible assets for such business. The Company assesses annually whether there has been impairment in the value of goodwill or indefinite-lived intangible assets. If future operating performance were to fall below current levels, the Company could be required to recognize a non-cash charge to operating earnings to impair the related goodwill or other intangible assets. The Company did not recognize a non-cash impairment charge for the year ended December 31, 2021. Any future goodwill or intangible asset impairments could negatively affect the Company's financial condition and results of operations.

While the Company’s shares trade on the Toronto Stock Exchange ("TSX"), they trade on the OTC Pink Marketplace in the US, which may result in the possible absence of a liquid trading ~~windows,~~market for securities of US investors.

ECONOMIC RISKS AND RISKS RELATED TO OTHER EXTERNAL FACTORS

Current economic conditions and uncertain economic forecast could adversely affect the Company’s results of operations and financial conditions.

The Company’s operations and performance depend significantly on worldwide economic conditions, particularly in the manufacturing sector in North America, Asia and Europe, and their impact on levels of capital spending. Unfavorable changes in the global economy have affected, and may affect in the future, the demand for the products of the Company and its customers, customers’ and suppliers’ access to credit and the stability of the global financial system, the overall health of its markets, unemployment and other macroeconomic factors generally affecting commercial and industrial spending behavior and negatively affect the operations of the Company’s suppliers’ and their ability to supply the Company with finished goods and the raw materials and components required for the Company’s products. Further, adverse economic conditions could also increase the likelihood of customer delinquencies. A prolonged period of economic decline could have a material adverse effect on the results of operations, gross margins, and the overall financial condition of the Company, as well as exacerbate the other risk factors set forth below.

COVID-19 could materially adversely affect the Company's results.

In the event of a pandemic, epidemic or outbreak of an infectious disease, the Company's business may be adversely affected. For example, beginning in December 2019, a new strain of the coronavirus (COVID-19) spread rapidly through the world, including the United States, Canada, India and Europe (where, collectively, fairly large portions of the Company’s operations are located and its sales occur) causing national, provincial, state and local governments to issue directives aimed at minimizing the spread of COVID-19 and resulting in significant disruptions to the economy and global financial markets.

There could be unpredictable disruptions to the Company’s operations and its customer or supplier operations as a result of the COVID-19 pandemic and new government orders or guidelines. Unpredictable disruptions to the Company’s operations and its customers' or suppliers' operations could disrupt the Company's operations, reduce its future revenues and negatively impact the Company’s financial condition.

While the Company has delivered positive financial results to date, the pandemic could yet materially impact the Company’s ability to manufacture, source (including the delivery of raw materials to its facilities) or distribute its products both domestically and internationally and reduce demand for its products, any of which could have a significant negative impact on the Company’s future financial results. Given the dynamic nature of the pandemic (including its duration, the severity of its impact on the global economy and the applicable governmental responses), the extent to which the COVID-19 pandemic impacts the Company’s future results will depend on unknown future developments and any further impact on the global economy and the markets in which the Company operates and sells its products, all of which remain highly uncertain and cannot be accurately predicted at this time.

The Company's results of operations can be adversely affected by labor shortages, turnover and labor cost increases.

Labor is a primary component of operating the Company. A number of factors may adversely affect the labor force available to the Company or increase labor costs, including high employment levels, federal unemployment subsidies, and other government regulations. Although the Company has not experienced any material labor shortage to date, it has recently been dealing with an overall tightening and increasingly competitive labor market in certain localities, as well as increased absentee rates and increased labor costs. A sustained labor shortage or increased turnover rates within the Company's employee base, caused by COVID-19, or measures taken to address COVID-19, or as a result of general macroeconomic factors, could lead to further increased costs, such as increased overtime to meet demand and increased wage rates and benefits to attract and retain employees, and decreased sales as a result of labor-related capacity constraints.

The Company faces risks related to its international operations.

The Company has customers and operations located outside the US and Canada. In 2021, sales to customers located outside the US and Canada represented approximately 11% of its sales. The Company’s international operations present it with a number of risks and challenges, including potential difficulties staffing and managing its foreign operations, potential difficulties managing a more extensive supply chain as compared to its sales efforts in the US and Canada, potential adverse changes in tax regulations affecting tax rates and the way the US and other countries tax multinational companies, the effective marketing of the Company’s products in other countries, tariffs and other trade barriers, less favorable intellectual property laws, longer customer receipt cycles, shorter vendor payment cycles, exposure to economies that may be experiencing currency volatility or negative growth, exposure to political and economic instability and unsafe working conditions (including acts of terrorism, widespread criminal activities and outbreaks of war), certain cultural differences and different regulatory schemes and political environments applicable to its operations in these areas, such as environmental and health and safety compliance.

There have been recent changes, and future, additional changes may occur, to US and foreign trade and tax policies, including heightened import restrictions, import and export licenses, new tariffs, trade embargoes, government sanctions or trade barriers. Any of these restrictions could prevent or make it difficult for the Company to obtain certain raw materials and/or equipment needed to manufacture certain products. Increased tariffs could require the Company to increase its prices which could decrease demand for the Company’s products. In some situations, it may be difficult for the Company to effect a price ~~corporate~~increase for products whose raw materials are affected by tariffs, see “Risk Factor—Fluctuations in raw material costs or the unavailability of raw materials may adversely affect the Company’s profitability.” In addition, other countries may retaliate through their own restrictions and/or increased tariffs which would affect our ability to export products and therefore adversely affect the Company's sales.

Union on January 31, 2020, subject to a transition period that ended on December 31, 2020 (the “Brexit Transition Period”). In December 2020, the United Kingdom and the European Union announced they had entered into a post-Brexit deal on certain aspects of trade and other strategic and political issues (the “Trade Agreement”), which was provisionally applied as of January 1, 2021 and entered into on May 1, 2021 following ratification by the European Union, potentially avoiding some of the anticipated disruption of Brexit. The Trade Agreement offers United Kingdom and European Union companies preferential access to each other’s markets; however, economic relations between the two are on more restricted terms than they were before Brexit.At this time, the Company cannot predict the impact the Trade Agreement will have on its business and operations, its existing and future customers, suppliers and employees, and regulatory oversight.The Company will continue to evaluate its risks and uncertainty related to Brexit and the Trade Agreement and will assess their impact.

While the Company manufactures products in a large number of diversified facilities and maintains insurance covering its facilities, a catastrophic loss of the use of all or a portion of one of its key manufacturing facilities or workforce due to accident, equipment failures, labor issues, public health crises (such as COVID-19), extreme weather conditions, power outages, explosion, terrorism, man-made disaster, natural disaster (including fire, hurricane, flood, earthquake, extreme temperatures, flood, drought, typhoon, tsunamis), rising sea levels, climate change or otherwise, whether short or long-term, could have a material adverse effect on the Company. Specifically, these events could create a material disruption and have a material adverse effect on the Company's operations and productivity. Disruptions could increase cost of sales, harm the Company's reputation and adversely affect its ability to attract or retain customers. While the Company reviews and seeks to put in place contingency plans, such events are unpredictable in nature and the impact and path of such events change and develop as the event approaches or occurs and the Company's contingency plans may not be sufficient to address disruptions attributable to such risks.

CREDIT AND LIQUIDITY RISKS

The Company’s borrowing agreements contain covenants that limit the Company's flexibility and prevent the Company from taking certain actions.

The credit agreement and security agreements governing the Company’s 2021 Credit Facility and the indenture entered into in connection with the 2021 Senior Unsecured Notes2 offering include a number of significant restrictive covenants. These covenants could limit the Company’s ability to plan for or react to market conditions, meet its capital needs and execute its business strategy. These covenants, among other things, limit the Company’s ability and the ability of its restricted subsidiaries to incur additional debt; prepay other debt; pay dividends and make other restricted payments; create or permit certain liens; issue or sell capital stock of restricted subsidiaries; use the proceeds from sales of assets; make certain investments; create or permit restrictions on the ability of the non-guarantors to pay dividends or to make other distributions to

2 The "2021 Senior Unsecured Notes" refers to the Company's private placement of $400 million aggregate principal amount of senior unsecured notes on June 8, 2021, due June 15, 2029. For a further description of the 2021 Senior Unsecured Notes "Business Overview –2021 - Other Significant Events.” For a copy of the 2021 Senior Unsecured Notes indenture, see Exhibit 2.4 to this Form 20-F.

the Company; enter into certain types of transactions with affiliates; engage in unrelated businesses; enter into sale and leaseback transactions; and consolidate or merge or sell the Company’s assets substantially as an entirety.

A number of these restrictions in the 2021 Credit Facility are more stringent regarding subsidiaries of the Company that are not party to the Company’s 2021 Credit Facility (collectively, the “Non-Guarantor Parties”). The Non-Guarantor Parties, other than certain other designated unrestricted subsidiaries, are limited in their ability to incur debt outside of the Company’s 2021 Credit Facility. In addition, the Company and its subsidiaries are limited in the amount of investments that they may make in the Non-Guarantor Parties and the amount of guaranties they may make in connection with debt incurred by the Non-Guarantor Parties outside of the Company’s 2021 Credit Facility.

The Company depends on its subsidiaries for cash to meet its obligations and pay any dividends.

Payment of dividends may not continue in the future, and the payment of dividends is subject to restriction.

The Company’s dividend policy currently provides for an annualized dividend of $0.68 per share. The future declaration and payment of dividends, if any, will be at the discretion of the Board of Directors and will depend on a number of factors, including the Company’s financial and operating results, financial position, legal requirements, and ~~other market conditions.~~anticipated cash requirements. The ~~existence~~Company can give no assurance that dividends will be declared and paid in the future or, if declared and paid in the future, at the same level as in the past. Additionally, the Company’s 2021 Credit Facility restricts its ability to pay dividends if the Company does not meet its net leverage or interest coverage ratios, or if the Company is otherwise in default.

The Company’s outstanding debt and changes in interest rates could adversely affect its financial condition.

As of December 31, 2021, the Company had outstanding debt of $555.3 million, which represented 31.3% of its total capitalization. Of such total debt, approximately $146.5 million net of unamortized fees was secured. The Company’s outstanding indebtedness could adversely affect its financial condition. The Company’s outstanding indebtedness could also increase its vulnerability to adverse general economic and industry conditions; require the Company to dedicate a substantial portion of its cash flows from operating activities to payments on its indebtedness, thereby reducing the availability of the ~~NCIB, however,~~Company’s cash flows to fund working capital, capital expenditures, potential acquisitions, research and development efforts and other general corporate purposes; limit the Company’s flexibility in planning for, or reacting to, changes in its business and the industry in which it operates; place the Company at a competitive disadvantage compared to its competitors that have less debt; and limit the Company’s ability to borrow additional funds on terms that are satisfactory to it or at all.

For much of 2020 and all of 2021, the US Federal Reserve maintained its benchmark interest rate at near zero in response to COVID-19. On March 16, 2022, the US Federal Reserve approved an increase by a quarter percentage point, bringing the current benchmark interest rate to 0.25% - 0.5%.It is expected that the US Federal Reserve will continue to raise rates over the course of the year which could, ~~also cause~~among other things, increase the costs of existing indebtedness and/or the cost of obtaining new debt.

Certain loans and financing extended to the Company are made at variable rates that use the London Inter-bank Offered Rate ("LIBOR") as a benchmark for establishing the interest rate. LIBOR continues to be the subject of proposals for reform. On July 27, 2017, the United Kingdom’s Financial Conduct Authority announced that it intends to phase out LIBOR rates by the end of 2021. In November 2020, the phase out date was changed to June 30, 2023. Central banks around the world have commissioned working groups of market participants and official sector representatives with the goal of finding suitable replacements for LIBOR based on observable market transactions. It is expected that a transition away from the widespread use of LIBOR to alternative rates will occur before June 2023 and that alternative reference rate(s) will be established. Although the full impact of such reforms and actions, together with any transition away from LIBOR, remains unclear, these changes may have a material impact on the Company.

If LIBOR ceases to exist, the method and rate used to calculate the Company's ~~share price~~variable-rate debt in the future may result in interest rates and/or payments that are higher than, lower than, or that do not otherwise correlate over time with the interest rates and/or payments that would have been made on its obligations if LIBOR was available in its current form. The consequences cannot be entirely predicted and could have an adverse impact on the market value for or value of LIBOR-linked

loans and other financial obligations or extensions of credit held by the Company. The potential effect of any such event on the Company's cost of capital, financial results, and cash flows, as well as certain related risk and valuation models and tax and accounting implications, cannot yet be determined.

The Company is exposed to the LIBOR interest rate benchmark as a result of its variable rate borrowings and its interest rate swap agreements used as cash flow hedges. The Company's 2021 Credit Facility contains benchmark replacement provisions which state that on the earliest of (A) the date that all available tenors of U.S dollar LIBOR have permanently or indefinitely ceased to be ~~higher than it~~provided or have been announced to be no longer representative, (B) June 30, 2023 or (C) an early opt-in effective date, the secured overnight financing rate ("SOFR") published on such date by the Federal Reserve Bank of New York plus an adjustment as agreed upon by the Company's lenders and the Company and that is subject to change from time to time, or at the election of the Company an alternative to the SOFR benchmark replacement rate, will replace LIBOR for all purposes under the credit agreement.

The Company may not be able to generate sufficient cash flow to meet its debt service obligations.

The Company will likely be able to incur substantial additional indebtedness in the ~~absence~~future. Although the credit agreement governing the 2021 Credit Facility contains restrictions on the incurrence of ~~such a program~~additional indebtedness, these restrictions are subject to qualifications and exceptions and the indebtedness incurred in compliance with these restrictions could ~~potentially reduce~~be substantial. The restrictions also do not prevent the ~~market liquidity~~Company from incurring obligations that do not constitute indebtedness. To the extent new debt is added to the Company’s currently anticipated debt levels, the substantial leverage risks described above would increase.

Certain of the Company’s pension and other post-retirement benefit plans are partially funded or unfunded which could require Company contributions.

The Company’s pension and other post-retirement benefit plans currently have an unfunded deficit of $12.3 million as of December 31, 2021 as compared to $16.8 million at the end of 2020. For 2021 and 2020, the Company contributed $1.2 million and $1.1 million, respectively, to its wholly or partially funded pension plans and to beneficiaries for its ~~subordinate voting shares.~~unfunded other benefit plans. The Company may need to divert certain of its resources in the future in order to resolve this funding deficit. In addition, the Company cannot predict whether a change in factors such as pension asset performance or interest rates, will require the Company to make a contribution in excess of its current expectations. Also, the Company expects to contribute $1.2 million to satisfy its 2022 minimum funding requirement for its wholly or partially funded pension plans and to beneficiaries for its unfunded other benefit plans. Further, the Company may not have the funds necessary to meet future minimum pension funding requirements or be able to meet its pension benefit plan funding obligation through cash flows from operating activities.


~~Item 4:~~	~~Information on the Company~~

Item 4:Information on the Company

Information about the Company can be found on the Company’s website at www.itape.com and under the Company’s profile on SEDAR at www.sedar.com (Canada) and on the SEC's website at www.sec.gov (United States).



			A.			HISTORY AND DEVELOPMENT OF THE COMPANY

The Company’s corporate headquarters is located at 9999 Cavendish Blvd., Suite 200, Ville St. Laurent, Québec, Canada H4M 2X5 and the address and telephone number of its registered office is 800 Place Victoria, Suite 3700, Montréal, Québec H4Z 1E9, c/o Fasken Martineau Dumoulin LLP, (514) 397-7400.

~~The Company strives to create shareholder value primarily through four strategic priorities:~~

~~• Strengthening the Company's product bundle,~~

~~• Expanding the Company's global footprint,~~

~~• Embracing sustainability, and~~

~~• Driving operational excellence.~~

In furtherance of these objectives, the Company has significantly expanded its business through internal growth and strategic acquisitions in recent years. The Company acquires businesses that either strategically fit within its existing business portfolio or expand its portfolio into a new and attractive business area. From 2015 through March 13, 2020 the Company has invested in several strategic business acquisitions with purchase prices totaling $360.6 million, as further described below in the Section entitled "Company History." The Company believes these acquisitions will provide continued growth and improve the Company's competitiveness in what it believes are key markets and segments. The Company is actively considering additional acquisitions, investments and strategic alliances to strengthen its portfolio.

In 2016, the Company implemented a capital program focused on significant manufacturing facility rationalization initiatives to add capacity through the expansion of current facilities and opening of new facilities. From 2016 through 2019, the Company has invested approximately $259.2 million in capital expenditures.

The Company funded three major projects as part of its capital program: the water-activated tape greenfield facility, including a second line expansion project, in Midland, North Carolina; the Capstone woven products greenfield manufacturing facility in Karoli, India; and the carton sealing tape greenfield manufacturing facility in Dahej, India. As of the end of 2019, these projects were all successfully commissioned and put into operation, as further described below in the Section entitled "Company History."As expected, with the completion of the larger-scale greenfield projects, capital expenditures are returning to what the Company considers to be a more normal annual range covering maintenance needs and initiatives supporting the efficiency and effectiveness of operations.

~~Company History~~

The Company was established when Intertape Systems Inc., a predecessor of the Company, established a pressure-sensitive tape manufacturing facility in Montreal, Quebec, Canada. The Company was incorporated under the Canada Business Corporations Act on December 22, 1989 under the name “171695 Canada Inc.” On October 8, 1991, the Company filed a Certificate of Amendment changing its name to “Intertape Polymer Group Inc.” A Certificate of Amalgamation was filed by the Company on August 31, 1993, at which time the Company ~~was~~ amalgamated with EBAC Holdings Inc.

The Company ~~entered~~is a recognized leader in the ~~European~~development, manufacture and sale of a variety of paper and film based pressure-sensitive and water-activated tapes, stretch and shrink ~~film market through its investment~~films, protective packaging, woven and non-woven products and packaging machinery for industrial and retail use. The Company's vision is to be the global leader in ~~Fibope in April 1995.~~packaging and protective solutions. The Company ~~initially purchased~~strives to achieve its vision by empowering its team of talented employees, who proudly represent its values of people, passion, performance, integrity and teamwork. Together, the Company and its employees drive a ~~50% equity interest in Fibope, acquiring~~strategy to strengthen the remaining 50% equity stake in July 2003. Fibope produces a full range of shrink film products for sale in Europe. Raw materials are primarily sourced within Europe, with multiple sources utilized to ensure stability of supplyCompany's product bundle, expand its global footprint, embrace sustainability and ~~a competitive price environment.~~drive operational excellence.

In ~~2013, the Company transferred the manufacturing operations at its Richmond, Kentucky facility (which had ceased during the fourth quarter~~furtherance of 2012) to its Carbondale, Illinois facility and subsequently sold the Richmond, Kentucky facility in 2014. In addition, the Company consolidated its North American shrink film production at its Tremonton, Utah facility in 2013.

In October 2015, the Columbia, South Carolina facility (which the Company planned to relocate to a new property in Blythewood, South Carolina) was damaged by significant rainfall and severe flooding. The damages sustained were considerable and resulted in the facility being permanently shut down and its duct tape, masking tape, and stencil production lines relocated to Blythewood, South Carolina earlier than planned. Since this relocation was completed in 2016,these objectives, the Company has ~~worked to restore production capabilities~~significantly expanded its business through internal growth and ~~commercialize its suite of masking tape and stencil product offerings produced~~strategic acquisitions in recent years, as further described below in the ~~Blythewood, South Carolina manufacturing facility. While navigating~~Section entitled "Company History and Significant Acquisitions." The Company acquires businesses that either strategically fit within its existing business portfolio or expand its portfolio into new and attractive business areas. The Company believes these acquisitions have provided and will continue to provide growth and improvement in the ~~challenges of doing so,~~Company's competitiveness in what it believes are key markets and segments. The Company is actively considering additional acquisitions, investments and strategic alliances to strengthen its portfolio.

During 2021, the Company ~~lost most~~focused on significant expansion initiatives in its highest growth product categories, specifically water-activated tape, wovens, protective packaging and films. By installing new capacity within its existing footprint, the Company expects these capacity expansion projects will provide shorter-term investment horizons and return profiles that will exceed 20% in after-tax internal rates of ~~its sales~~return. The Company is investing directly into categories where it expects demand to exceed production in the ~~South Carolina masking tape and stencil product lines and experienced significant delays in commercializing them~~near term, as further described below in the ~~new facility. During 2018,~~Section entitled "Business Overview." Some of the Company's capacity expansion initiatives have been delayed by supply chain constraints and labor shortages, which will result in some expenditures shifting into 2022. Based on its current capital plan for capacity expansion initiatives, the Company finished commercialization of its post-South Carolina Flood stencil and remaining post-South Carolina Flood masking tape production. Since the commercialization of these products, the Company's efforts are focused on recapturing

sales of its masking tape and stencil products. While the timing and extent of these recoveries are uncertain, the Company does expect incremental improvement over time. Total capital expenditures for this project from inception to completion totalled $60.7 million.

On April 7, 2015, the Company purchased 100% of the issued and outstanding common stock of BP Acquisition Corporation (which wholly-owns a subsidiary, Better Packages, Inc.) (“Better Packages”), a leading supplier of water-activated tape dispensers. The Company paid an aggregate purchase price of $15.2 million, net of cash acquired. The purchase of Better Packages extended the Company’s product bundle and global presence in the rapidly growing e-commerce market.

On November 2, 2015, the Company purchased 100% of the issued and outstanding common shares of RJM Manufacturing, Inc. (d/b/a “TaraTape”), a manufacturer of filament and pressure-sensitive tapes. The Company paid an aggregate purchase price of $11.0 million, net of cash acquired. As part of the Company’s plan to realize operational synergies from the TaraTape acquisition, the Company closed its Fairless Hills, Pennsylvania manufacturing facility and ceased its manufacturing operations as of December 31, 2016. In order to accommodate the related production volume, the Company leveraged production capacity in its Carbondale, Illinois and Danville, Virginia manufacturing facilities.

~~On February 16, 2016, the Company announced it would invest $44 to $49~~still anticipates generating approximately $100 million in ~~the construction of a greenfield manufacturing facility in Midland, North Carolina, with a goal of increasing its manufacturing capacity of water-activated tapes~~incremental revenue on an annualized run-rate basis by the end of ~~2017. The first production line at the Midland, North Carolina manufacturing facility was operational in the third quarter of 2017~~2022, as well as additional growth into 2023 and ~~is operating at capacity. Total capital expenditures for this project from inception to completion totalled $48.6 million. As a result of the success of this project~~beyond.

Company History and the Company's expectation of further demand growth in water-activated tapes, in the third quarter of 2017, the Company began an initiative to double the capacity at the Midland, North Carolina facility by adding a second production line for an additional expected investment of $14.0 to $16.0 million. In February 2019, the Company successfully commissioned its second water-activated tape line as planned in terms of timeline and in line with expected capital expenditures. Total capital expenditures for this project from inception to completion totalled $13.4 million.Significant Acquisitions

On September 16, 2016, ~~IPG Mauritius Ltd., a newly formed subsidiary of~~ the Company, under a share purchase agreement, dated September 2, 2016, purchased a 74% ownership stake in Powerband Industries Private Limited ("Powerband"), a global supplier of acrylic adhesive-based carton sealing tapes and stretch films located in Daman, ~~India, with the remaining 26% continuing to be held by the Desai family which founded the company in 1994.~~India. The Company paid an aggregate purchase price of $41.9 million, net of cash acquired. At the time, the Company also entered into various option agreements with the minority shareholders for the transfer of the remaining shares of Powerband under certain limited circumstances. On July 4, 2017, the Company and the minority shareholders executed a binding term sheet that confirmed that the Company's call option on all of the shares owned by the minority shareholders had been triggered and substantially reaffirmed the exit terms of the share purchase agreement. On November 16, 2018, the Company closed on ~~the~~its exercised call option to acquire the outstanding 26% interest in Powerband for $9.9 million and now owns all of the issued and outstanding common shares of Powerband. In 2021, the Company changed the legal name of Powerband to IPG Asia Private Limited ("IPG Asia").

In ~~2016,~~2017, the Company ~~approved a plan to expand Powerband's production capacity within~~purchased 99.7% of the ~~Daman, India manufacturing facility~~issued and ~~to expand capacity by investing in the construction~~outstanding shares of a greenfield manufacturing facility in Dahej, India (the “Powerband Investment Projects”). Capital expenditures for the Powerband Investment Projects was estimated to total approximately $18.0 to $20.0 million. The plan for the additional capacity in the preexisting manufacturing facility was completed mid-2017. The Company completed the commissioning of production processes associated with the greenfield carton sealing tape manufacturing facility in Dahej, India in the third quarter of 2019. Total capital expenditures from inception to completion totalled $21.4 million of which $1.5 million was spent in 2016, $7.3 million in 2017, $6.9 million in 2018, and $5.7 million in 2019.

Capstone Polyweave Private Limited, a newly-formed enterprise in India (doing business as "Capstone"~~), the Company purchased substantially all of the issued and outstanding shares of Capstone ("Capstone Partnership"~~) for cash consideration of $5.1 million, net of cash acquired. The Company’s investment in Capstone ~~is intended to reinforce~~reinforced its strategic position in woven products through vertical integration. At the time, the Company agreed to maintain a minimum 55% interest in Capstone ("Capstone Partnership") for total cash consideration of approximately $13 million, financed with funds available under its credit facilities.

As part of the Capstone Partnership, the Company partnered with the non-controlling shareholders of Capstone, who were also the shareholders and operators of Airtrax Polymers Private Limited (doing business as "Airtrax"). Airtrax manufactures and sells woven products that are used in various applications, including applications in the building and construction industry. On May 11, 2018, the Company acquired substantially all of the assets and assumed certain liabilities of Airtrax. As part of the agreement, the minority shareholders of Capstone contributed in kind certain assets and liabilities valued at $13.4 million and formerly attributed to Airtrax’s woven product manufacturing operations in exchange for newly-issued shares of Capstone. On August 10, 2018, the Company acquired additional existing and newly-issued shares of Capstone in exchange for $3.6 million in cash as part of the same overall transaction. As a result of these transactions, the Company established a controlling 55% ownership stake in Capstone with the minority shareholders of Capstone owning 45%, and concluded the set-up of the intended ownership structure of Capstone.

As part of the Capstone Partnership, the Company approved a plan for the construction of a greenfield manufacturing facility in Karoli, India to produce woven products primarily for the Company's global distribution ("Capstone Greenfield Project"). The Capstone Greenfield Project began in 2017 with an expected cost of approximately $28.0 to $32.0 million in total. In 2019 the Company successfully completed the Capstone Greenfield Project and after a brief ramp up period is operating at full capacity. Total capital expenditures from inception to completion totalled $28.7 million of which $8.4 million was incurred in 2017, $16.9 million in 2018 and $3.4 million in 2019.

On July 1, 2017, the Company acquired substantially all of the assets of Canadian Technical Tape Ltd. (d/b/a "Cantech"), formerly a ~~privately-owned~~private company and a North American supplier of industrial and specialty tapes based in Montreal, for an aggregate purchase price of $67.0 million, net of cash acquired. The ~~assets included the shares of Cantech Industries Inc., Cantech’s US subsidiary (collectively, the “Cantech Acquisition”). The Cantech Acquisition enhances~~acquisition enhanced the Company's product offering and ~~adds~~added additional distribution channels for the Company's products in Canada, the US and Europe. In the third quarter of 2018, the Company announced that it would close the Johnson City, Tennessee manufacturing facility to further expand on operational synergies gained from the Cantech Acquisition. The Company closed its Johnson City, Tennessee manufacturing facility at the end of 2018 and subsequently sold the facility in June 2019. In April of 2019, the Company announced that it would close its Montreal, Quebec manufacturing facility and by August 2019 had transferred substantially all manufacturing operations to its other existing manufacturing facilities. The Company completed the closure of the manufacturing facility at the end of 2019.

On August 3, 2018, the Company acquired 100% of the outstanding equity value in Polyair Inter Pack Inc. (“Polyair”) for an aggregate purchase price of $145.0 million, net of cash acquired. Polyair ~~formerly a private company,~~ is in the protective packaging business with seven manufacturing facilities and a distribution center in North America. Polyair's products include bubble cushioning, foam, mailers and inflatable systems. The acquisition ~~strengthens~~strengthened the Company's product bundle and brings additional scale in protective packaging solutions. ~~For a copy of the Polyair Stock Purchase Agreement, see Exhibit 4.7 to this Form 20-F.~~

On December 17, 2018, the Company acquired substantially all of the operating assets of Maiweave, LLC ("Maiweave") for an aggregate purchase price of $20.8 million, net of cash acquired. Maiweave products are used in applications such as grain and salt pile covers, pit and pond liners, shelter fabrics, outdoor media, and lumber mill packaging. The acquisition ~~strengthens~~strengthened the Company's existing product bundle and adds additional capacity and scale in woven products.

On February 11, 2020, the Company acquired substantially all of the operating assets of Nortech Packaging LLC and Custom Assembly Solutions, Inc. (together "Nortech" or the "Nortech Acquisition") for an aggregate purchase price of ~~approximately $36.5~~$46.5 million, ~~subject to certain post-closing adjustments~~net of cash balances acquired and including potential earn-out consideration of up to ~~$12~~$12.0 million (discussed below). Excluding working capital adjustments, cash balances acquired and the contingent ~~upon certain future performance measures of~~consideration noted above, the ~~acquired assets to be determined following the two-year anniversary of the acquisition date.~~

purchase price was $36.5 million. Nortech manufactures, assembles and services automated packaging ~~machines under the Nortech Packaging and Tishma Technologies brands.~~machines. The custom-infeed and robotic solutions for packaging applications ~~that the Company acquired from Nortech~~ are designed for cartoning, case-packing, case-erecting, pouch-packaging and palletizing. Based in the greater Chicago, Illinois area, Nortech services customers worldwide across major industries including food, pharmaceutical, e-commerce, confections, personal care and cosmetics, and beverage. The acquisition ~~expands~~expanded the Company’s product bundle into technologies that the Company believes are increasingly critical to automation in packaging. Automation system design and service are key capabilities in growing markets like e-commerce. With an installed fleet of more than 400 machines, the acquisition provides the Company with opportunities to supply its consumable products such as tapes, films and protective packaging to the existing fleet, as well as deploy system-selling for new customers combining machines with such ongoing consumables. The acquisition ~~adds~~also added engineering automation and integrated robotic design talent to the Company’s existing engineering and design teams. The Company expects these new capabilities will allow it to service customers experiencing growth pressures that require a customized automation solution.



	B.	~~BUSINESS OVERVIEW~~

~~The~~In connection with the Nortech Acquisition, the Company ~~is a recognized leader~~was required to pay up to $12.0 million to the former owners of Nortech based on certain profit thresholds as defined in the ~~development, manufacture~~asset purchase agreement, measured over the two-year period following the date of acquisition. As of the date of the Nortech Acquisition, management determined it probable that the entire amount of contingent consideration would be paid after the two year anniversary date. However, subsequent to the acquisition and ~~sale~~following the expiration of the two-year period ended February 11, 2022, management concluded that any payment toward this obligation was no longer required as the minimum threshold for the additional consideration payment was not achieved.

During the second half of 2021, management began to implement acquisition integration process improvements that were previously delayed by COVID-19 to both scale production and optimize the cost and pricing structure at its Nortech manufacturing facility, which is expected to add long-term value to the Company, despite slower than anticipated revenue and lower than expected profit margins during 2020 and 2021.

On July 30, 2021, the Company acquired 100% of the outstanding equity in Nuevopak Global Limited ("Nuevopak") for an aggregate purchase price of $43.0 million, net of cash balances acquired (the "Nuevopak Acquisition"). This amount includes potential earn-out consideration of up to $9.0 million to be paid upon the achievement of certain operational milestones within three years from the date of closing. Excluding working capital adjustments, cash balances acquired and the contingent consideration noted above, the purchase price was $34.8 million. Nuevopak designs and develops a range of machines that provide void-fill and cushioning protective packaging solutions primarily targeting protective paper packaging solutions. Nuevopak supplies the Company with paper dispensing machines and converted paper for protective packaging distribution in North America. Nuevopak is headquartered in Hong Kong with subsidiaries in Jiangmen, China and Scheden, Germany. The Nuevopak Acquisition is expected to further strengthen the Company's product bundle and secure a broader suite of sustainable packaging solutions, while enabling the Company to secure dispensing machine supply, vertically integrate its paper converting operation, and expand its market share.

On January 13, 2022, the Company acquired substantially all of the operating assets of Syfan Manufacturing, Inc. ("Syfan USA") for $18.0 million, subject to post-closing adjustments. Syfan USA manufactures polyolefin shrink film products at a facility in Everetts, North Carolina and serves customers in a variety of paper- and film- based pressure sensitive and water-activated tapes, polyethylene and specialized polyolefin films, protective packaging, woven coated fabrics and packaging machinery for industrial and retail use.end use applications. The ~~Company provides packaging and protective solutions for industrial markets~~acquisition of Syfan USA is expected to expand the Company's existing shrink film production capacity in North America, Europe and other geographies. Headquartered in Montreal, Quebec and Sarasota, Florida, IPG employs approximately 3,700 employees with operations in 31 locations, including 22 manufacturing facilities in North America, four in Asia and one in Europe, as of March 13, 2020.

The Company’s products primarily consist of carton sealing tapes, including pressure-sensitive and water-activated tapes; packaging equipment; industrial and performance specialty tapes including masking, duct, electrical, foil, process indicator, sheathing, sports and reinforced filament tapes; protective packaging solutions including inflatable systems, mailer products, bubble cushioning, paper void fill, thermal solutions and protective foam roll stock; stencil products; shrink film; stretch wrap; lumber wrap, structure fabrics, geomembrane fabrics; and non-manufactured flexible intermediate bulk containers. Most of the Company’s products are made from similar processes. A vast majority of the Company’s products, while brought to market through various distribution channels, generally have similar economic characteristics.

On March 7, 2022, the Company entered into the Arrangement Agreement to be acquired by the Purchaser. Under the terms of the Arrangement Agreement, the Purchaser agreed to acquire all of the outstanding shares of the Company for CDN$40.50 per share in an all-cash transaction valued at approximately US$2.6 billion, including net debt. Upon completion of the Acquisition, all the shares of the Company will be held by the Purchaser, and the Purchaser intends to cause the Company to have its shares delisted from the TSX. The Acquisition, which will be effected pursuant to a ~~wide range~~court-approved plan of ~~end-markets~~arrangement under the Canada Business Corporations Act, is expected to close in the third quarter of 2022. The Acquisition is not subject to a financing condition but is subject to customary closing conditions, including ~~food processing, general manufacturing, fulfillment, transportation, building~~receipt of shareholder, regulatory and ~~construction, consumer, oil and gas, agriculture, aerospace, appliance, sports and entertainment, marine, composites military and medical applications.~~court approvals. For a copy of the Arrangement Agreement, see Exhibit 4.9 to this Form 20-F.

Overview of Periods

~~2017~~

2019

~~Acquisitions and Other Investments~~

~~On July 1, 2017,~~Capital Expenditures

In 2016, the Company ~~acquired Cantech~~approved a plan to expand IPG Asia's existing production capacity at the Daman, India manufacturing facility and to add capacity by investing in the construction of a greenfield manufacturing facility in Dahej, India (together, the “IPG Asia Investment Projects”). Capital expenditures for the IPG Asia Investment Projects was estimated to total approximately $18.0 to $20.0 million. The plan for the additional capacity in the preexisting manufacturing facility was completed mid-2017. The Company completed the commissioning of production processes associated with the greenfield carton sealing tape manufacturing facility in Dahej, India in the third quarter of 2019. Total capital expenditures from inception to completion totalled $21.4 million of which $1.5 million was spent in 2016, $7.3 million in 2017, $6.9 million in 2018, and $5.7 million in 2019. Subsequent production ramp up to optimal operating efficiency and order book generation was slower than initially anticipated and was completed during 2021. The manufacturing facility now operates at near optimal operating efficiency and provides a material, positive contribution to the Company.

In 2019, the Company completed the construction of a greenfield manufacturing facility in Karoli, India as part of its ~~overall plan~~partnership with Capstone Polyweave Private Limited ("Capstone Greenfield Project") to ~~grow through business acquisitions that fit strategically and are expected~~produce woven products. Total capital expenditures from inception to add value to shareholders. Cantech was a privately-owned North American supplier of industrial and specialty tapes with estimated annual revenues of $61 million. The Cantech Acquisition enhances the Company's product offering and adds additional distribution channels for the Company's products in Canada, the US and Europe. Details on the Cantech Acquisition are further described above in the Section above entitled "History and Development of the Company."

During 2017, the Company invested in the establishment of the Capstone Partnership. The Capstone Partnership provided the Company with a globally-competitive supply of certain woven products in order to better service and grow the Company’s woven products business. The Company agreed to maintain a minimum 55% interest in Capstone for total cash consideration of approximately $13completion totalled $28.7 million of which ~~$10.2~~$8.4 million was ~~contributed during~~incurred in 2017, with the remainder contributed in 2018. As part of the agreement, the non-controlling shareholders of Capstone, who are also the shareholders and operators of Airtrax, agreed to contribute the net assets attributed to Airtrax’s existing woven product manufacturing operations, which are estimated to have a value of approximately $13.4 million. The legal process to make the contribution of the net assets began during 2017, and the Company agreed to its final investment payment at completion of the in kind contribution, which was finalized in 2018. Details on the Capstone Partnership are further described above in the Section entitled "History and Development of the Company" as well in the 2018 overview below.

On July 4, 2017, the Company and the non-controlling shareholders of Powerband executed a binding term sheet that confirmed that the Company’s call option on all of the shares owned by the non-controlling shareholders of Powerband had been triggered and substantially reaffirmed the exit terms of the shareholders' agreement. Execution of this agreement resulted in the recognition of $12.7$16.9 million in ~~present obligations recorded~~2018 and $3.4 million in ~~call option redemption liability, and a corresponding reduction of equity on the consolidated balance sheet as of December 31, 2017.~~2019. The Company ~~closed on its exercised call options in 2018. Details on Powerband are further described in the Section above entitled "History and Development of the Company, as well as in the 2018 overview below".~~

~~Capital Expenditures~~

During 2017, the Company's main focus of its capital allocation plan encompassed substantial reinvestment in the business. The Company regards this strategy as the best path to maximize shareholder value and it resulted in a record level of capital expenditures of $85.3 million for the year, an increase of over 70% from the prior year.

~~The three major projects~~successfully completed in 2017 were the Midland, North Carolina water-activated tape manufacturing facility as further described above in the Section entitled "History and Development of the Company," the stretch film capacity expansion at the Danville, Virginia manufacturing facility, and the shrink film capacity expansion at the Portugal manufacturing facility. These three large capital expenditure projects represent total capital invested from inception of approximately $70 million and were completed on time and on budget

~~Other Significant Events~~

On January 27, 2017, June 9, 2017 and June 14, 2017, the Company entered into amendments to its five-year, revolving credit facility with a syndicate of financial institutions ("2014 Revolving Credit Facility"). The January 27, 2017 amendment included certain changes to the covenants and other sections to permit the Powerband Investment Projects. The June 9, 2017 amendment increased the borrowing limit of the 2014 Revolving Credit Facility from $300 million to $450 million. The amended credit agreement continued to include an incremental accordion feature of $150 million, enabling the Company to further increase the credit limit if needed, subject to its existing terms and lender approval. The June 14, 2017 amendment included certain changes to the covenants and other sections to permit the Capstone Partnership. For a copy of the 2018 Revolving Credit Facility Agreement, as amended, see Exhibit 4.6 to this Form 20-F.

On February 17, 2017, the Board of Directors approved amendments to both the Performance Share Unit ("PSU") Plan and Deferred Share Unit ("DSU") Plan to provide for only cash settlement of awards granted under each of the plans. As a result of the amendment, the Company remeasured the fair value of the awards on the amendment date and continues to do so prospectively at each reporting date and at settlement. There was no incremental fair value granted as a result of these modifications.

On July 17, 2017, TSX approved the renewal of the Company's NCIB, under which the Company is entitled to repurchase for cancellation up to 4,000,000 common shares over the twelve-month period ending July 16, 2018. On September 1, 2017, the Company announced that, in connection with this renewed NCIB, it entered into an automatic share purchase plan with a Canadian securities dealer pursuant to which the securities dealer, acting as the Company's agent for the NCIB, may acquire at its discretion, shares on the Company's behalf during "black-out” or “closed” periods under the Company's stock trading policy, subject to certain parameters as to price and number of shares. The Company subsequently terminated the automatic share purchase plan effective December 26, 2017.

~~2018~~

~~Acquisitions and Other Investments~~

On August 3, 2018, the Company acquired 100% of the outstanding equity value in Polyair, a formerly a private company, in the protective packaging business with seven manufacturing facilities and a distribution center in North America. Polyair's products include bubble cushioning, foam, mailers and inflatable systems. The acquisition strengthens the Company's product bundle and brings additional scale in protective packaging solutions. For a copy of the Polyair Stock Purchase Agreement, see Exhibit 4.7 to this Form 20-F.

On December 17, 2018, the Company acquired substantially all of the operating assets of Maiweave, an integrated US manufacturer of engineered coated polyolefin fabrics. This acquisition strengthens the Company's product bundle, provides additional scale to support growing demand in woven products, and adds capacity that is in close proximity to growing markets.

~~The Polyair Acquisition and Maiweave Acquisition are further described above in the Section above entitled "History and Development of the Company."~~

Additionally, as part of the Capstone Partnership, on May 11, 2018, the Company acquired substantially all of the assets and assumed certain liabilities of Airtrax. Under the new arrangement, the Company controls a fully-operative woven manufacturing facility in Chopanki, India and is continuing to partner with the minority shareholders of Capstone to serve the transferred Airtrax customers. As part of the agreement, the minority shareholders of Capstone contributed in kind certain assets and liabilities valued at $13.4 million formerly attributed to Airtrax’s woven product manufacturing operations in exchange for

shares of Capstone and the Company acquired additional shares of Capstone in exchange for $3.6 million in cash. As a result of these transactions, the Company now has a controlling 55% ownership stake in Capstone with the minority shareholders of Capstone owning 45%, concluding the final steps of the ownership structure of the Capstone Partnership.~~Details on the Capstone Partnership are further described above in the Section above entitled "History and Development of the Company."~~

On November 16, 2018, the Company closed on its previously exercised call option to acquire the outstanding 26% interest in Powerband for $9.9 million. The Company held the option under a shareholders' agreement with the minority shareholders of Powerband. The Company now owns all of the issued and outstanding common shares of Powerband. The Company had already transitioned all management responsibilities to a Company-appointed senior management team, so this transaction has not had any impact on day-to-day operations. Details on Powerband are further described in the Section entitled "History and Development of the Company."

~~Capital Expenditures~~

Capital expenditures during 2018 totalled $75.8 million, and were primarily to support the following strategic and growth initiatives: the Capstone Greenfield Project ($16.9 million), the expansion project at the Midland manufacturing facility ($8.0 million), the Powerband Investment Projects ($6.9 million), the shrink film capacity expansion at the Tremonton, Utah manufacturing facility ($4.8 million), and the expansion of the Company’s specialty tape product offering ($1.0 million) and other initiatives. Details of the Midland Expansion Project, the Capstone Greenfield Project and after a brief ramp up period is now operating at full capacity. The investment decision to build a woven product greenfield facility in India has met its objective through both structurally and materially improving the ~~Powerband Investment Project, are further described above in the Section entitled "History~~profitability and ~~Development of the Company."~~

~~Other Significant Events~~

~~In February 2018, one of the Company’s wholly-owned subsidiaries entered into a partially forgivable loan for up~~contribution to €8.2 million ($10.2 million). The loan was entered into with Agencia para Investmento Comercio Externo de Portugal, EPE, the Portuguese agency for investment and external trade, as part of financing a capital expansion project. Based on the terms of the agreement, 60% of the loan will be forgiven in 2022 based on satisfying certain 2021 targets, including financial metrics and headcount additions. The partially forgivable loan is non-interest bearing and semi-annual installments of principal are due beginning in December 2020 through June 2026.

On February 6, 2018, Capstone entered into an Indian Rupee ("INR") 975.0 million ($15.0 million) credit facility consisting of an INR 585.0 million ($9.0 million) term loan facility for financing capital expenditures and a INR 390.0 million ($6.0 million) working capital facility. The credit facility bears interest based on the prevailing Indian Marginal Cost-Lending Rate and matures in June 2023.

On March 7, 2018, the Board of Directors approved the addition of restricted share units ("RSUs") as an available cash-settled award type under the Amended and Restated Performance and Restricted Share Unit Plan ("PSU and RSU Plan"). Grants of RSUs to employees of the Company are on a discretionary basis and subject to the Board of Directors’ approval. The purpose of an RSU is to provide award holders with a proprietary interest in the Company to: (a) increase the incentives of those award holders who share primary responsibility for the management, growth and protection of the business of the Company; (b) furnish an incentive to such award holders to continue their services for the Company; and (c) provide a means through which the Company may attract potential employees.

~~On June 7, 2018, the Board of Directors appointed Mr. James Pantelidis as the new Chairman of the Board following the retirement of the former Chairman, Mr. George J. Bunze.~~

On June 14, 2018, the Company entered into a five-year, $600.0 million credit facility (“2018 Credit Facility”) with a syndicated lending group, refinancing and replacing the Company's previous $450.0 million credit facility that was due to mature in November 2019. The 2018 Credit Facility consists of a $400.0 million revolving credit facility and a $200.0 million term loan. The term loan amortizes $65.0 million until March 2023 ($5.0 million in 2018, $10.0 million in 2019, $12.5 million in 2020, $15.0 million in 2021, $17.5 million in 2022, and $5.0 million in 2023), and the remaining balance of the 2018 Credit Facility is due upon maturity in June 2023. The 2018 Credit Facility also includes an incremental accordion feature of $200.0 million, which enables the Company to increase the limitresults of this facility (subject to the credit agreement's terms and lender approval) if needed. The 2018 Credit Facility matures on June 14, 2023 and bears an interest rate based, at the Company’s option, on the London Inter-bank Offered Rate, the Federal Funds Rate, or Bank of America’s prime rate, plus a spread varying between 25 and 250 basis points depending on the debt instrument's benchmark interest rate and the consolidated secured net leverage ratio. In securing the 2018 Credit Facility, the Company incurred debt issue costs amounting to $2.7 million. For a copy of the 2018 Revolving Credit Facility Agreement, as amended, see Exhibit 4.6 to this Form 20-F.

On July 4, 2018, Powerband entered into an INR 1,300.0 million ($19.0 million) credit facility (“2018 Powerband Credit Facility”), replacing Powerband's previous outstanding term loan and revolving line of credit. In December 2018, Powerband amended the 2018 Powerband Credit Facility to reallocate and increase its credit limit by INR 100 million ($1.4 million). Funding under the 2018 Powerband Credit Facility is not committed and could be withdrawn by the lender with 10 days' notice.

On July 18, 2018, TSX approved the renewal of the Company's NCIB, under which the Company is entitled to repurchase for cancellation up to 4,000,000 common shares over the twelve-month period ending July 22, 2019. The purchases by the Company will be effected through the TSX or other alternative trading systems in Canada, and will be executed at the market price of the shares at the time of the purchase.

On September 12, 2018, the Company made an $11.3 million discretionary contribution to its US defined benefit pension plans. These plans are now wholly funded on an accounting basis and as a result, the Company expects to reduce future contribution requirements and certain plan administration expenses.

In the third quarter of 2018, the Company announced that it would close the Johnson City, Tennessee manufacturing facility to further expand on operational synergies gained from the Cantech Acquisition. The Company closed its Johnson City, Tennessee manufacturing facility at the end of 2018 and subsequently sold the facility in June 2019. The Cantech Acquisition is further described above in the Section entitled "History and Development of the Company."

On October 15, 2018, the Company completed the private placement of $250.0 million 7% senior unsecured notes due in 2026 (the "Senior Unsecured Notes"). The Senior Unsecured Notes resulted in net proceeds to the Company, after deducting $5.1 million in debt issue costs, of approximately $244.9 million. The Company used the net proceeds from the Senior Unsecured Notes to repay a portion of the borrowings outstanding under the 2018 Credit Facility and to pay related fees and expenses, as well as for general corporate purposes. The Company believes the Senior Unsecured Notes provide optimal flexibility to allocate capital to the business at a historically attractive fixed interest rate. For a copy of the Senior Unsecured Notes indenture, see Exhibit 2.3 to this Form 20-F.

~~2019~~

~~Capital Expenditures~~business.

Capital expenditures for the year ended December 31, 2019 totalled $48.2 million and were primarily to support the end stages of the ~~Powerband~~IPG Asia Investment Projects ($5.7 million) and the Capstone Greenfield Project ($3.4 million) and various other smaller-scale strategic and growth initiatives, including projects to support the integration of acquired operations.

The Company successfully completed the Capstone Greenfield Project and after a brief ramp up period is now operating at full capacity. As expected, given the extended supply chain in transiting product to our North American manufacturing facilities for use in production and order fulfillment, the Company began to realize the associated contribution to results in the third quarter of 2019.

The Company completed the commissioning of production processes associated with the greenfield carton sealing tape manufacturing facility as part of the Powerband Investment Projects. Subsequent production ramp up to optimal operating efficiency and order book generation is expected to be slower than initially anticipated and as a result, sales from this manufacturing facility did not make a significant contribution to results in 2019 and is not expected to in 2020. Most of the production volume of hot melt carton sealing tape expected to be produced in Dahej for the North American market is currently being produced more profitably in the Danville, Virginia manufacturing facility. The Company does not expect to achieve an after-tax internal rate of return greater than 15% on this investment based on the original plan for the facility but continues to assess plans to optimize this asset.

Other Significant Events

In April of 2019, the Company announced that it would close its Montreal, Quebec manufacturing facility to further expand on operational synergies gained from the Cantech ~~Acquisition~~acquisition and by August 2019 had transferred substantially all manufacturing operations to its other existing manufacturing facilities. The Company completed the closure of the

manufacturing facility at the end of 2019. The Cantech ~~Acquisition~~acquisition is further described above in the Section entitled ~~"History~~"Company History and ~~Development of the Company.~~Significant Acquisitions."

On June 6, 2019, the Company announced the appointment of Ms. Dahra Granovsky, of Toronto, Ontario, as a new board member of the Company.

On July 17, 2019, the Company and its syndicated lending group amended ~~the~~ its five-year, $600.0 million credit facility (“2018 ~~Revolving~~ Credit ~~Facility~~Facility”) to, among other things, revise the two financial covenant thresholds to account for the associated impacts of new lease accounting guidance implemented on January 1, 2019 requiring operating leases to be accounted for as debt (with corresponding interest payments). The amendment ~~provides~~provided that the consolidated secured net leverage ratio must not be more than 3.70 to 1.00 (previously 3.50 to 1.00), with an allowable temporary increase to 4.20 to 1.00 (previously 4.00 to 1.00) for the quarter in which the Company

consummates an acquisition with a price not less than $50 million and the following three quarters. The amendment also ~~provides~~provided that the consolidated interest coverage ratio must not be less than 2.75 to 1.00 (previously 3.00 to 1.00). In addition, the 2018 Credit Facility ~~has~~had certain non-financial covenants, such as covenants regarding indebtedness, investments, and asset dispositions. For a copy of the 2018 ~~Revolving~~ Credit Facility Agreement, as amended, see Exhibit 4.6 to this Form 20-F. During 2021, the Company re-financed its 2018 Credit Facility, which now consists of a $600 million revolving credit facility and an incremental accordion feature of $300 million due to mature in June 2026 ("2021 Credit Facility"), and provides a more favourable covenant structure and increased flexibility to the Company as compared to 2018 Credit Facility. The 2021 Credit Facility is further described below in the 2021 section entitled "Other Significant Events." For a copy of the 2021 Credit Facility Agreement see Exhibit 4.8 to this Form 20-F.

On July 19, 2019, TSX approved the renewal of the Company's NCIB, under which the Company iswas entitled to repurchase for cancellation up to 4,000,000 common shares over the twelve-month period ending July 22, 2020. The purchases by the Company will be effected through the TSX or other alternative trading systems in Canada, and will be executed at the market price of the shares at the time of the purchase. As of March 12, 2020, thereThere were no shares repurchased.

On August 7, 2019, the Board of Directors amended the Company’s dividend policy by increasing the annualized dividend by 5.4% from $0.56 to $0.59 per share. The Board’s decision to increase the dividend was based on the Company’s strong financial position and positive outlook.

2020

Acquisition

On February 11, 2020, the Company acquired substantially all of the operating assets of Nortech Packaging LLC and Custom Assembly Solutions, Inc. for an aggregate purchase price of $46.5 million, net of cash balances acquired, as further described above in the section entitled "Company History and Significant Acquisitions."

Capital Expenditures

Capital expenditures for the year ended December 31, 2020 totalled $45.8 million and were primarily for investments in e-commerce-related production capacity, maintenance needs, initiatives supporting the efficiency and effectiveness of operations and other strategic initiatives.

Other Significant Events

On July 21, 2020, TSX approved the renewal of the Company's NCIB, under which the Company was entitled to repurchase for cancellation up to 4,000,000 common shares over the twelve-month period ending July 22, 2021. There were no shares repurchased.

On October 15, 2020, the Company announced the appointment of Ms. Jane Craighead and Mr. Chris R. Cawston, each of Ontario, Canada as new board members of the Company.

On November 11, 2020, the Board of Directors amended the Company’s dividend policy by increasing the annualized dividend by 6.8% from $0.59 to $0.63 per common share. The Board’s decision to increase the dividend was based on the Company’s strong financial position and positive outlook.

2021

Acquisitions

On July 30, 2021, the Company acquired 100% of the outstanding equity in Nuevopak Global Limited for $43.0 million, net of cash balances acquired, as further described above in the Section entitled "Company History and Significant Acquisitions."

Capital Expenditures

Capital expenditures for the year ended December 31, 2021 totalled $81.3 million and consisted primarily of approximately $43 million to expand production capacity in the Company's highest growth product categories, specifically water-activated tape, wovens, protective packaging and films, as well as approximately $17 million for cost savings initiatives and digital transformation and approximately $21 million for regular maintenance.

By installing new capacity within its existing footprint, the Company expects these capacity expansion projects will provide shorter-term investment horizons and return profiles that will exceed 20% in after-tax internal rates of return. The Company is investing directly into categories where it expects demand to exceed production in the near term. Based on its current capital plan for capacity expansion initiatives, the Company still anticipates generating approximately $100 million in incremental revenue on an annualized run-rate basis by the end of 2022, as well as additional growth into 2023 and beyond.

Other Significant Events

On June 8, 2021, the Company completed the private placement of $400 million aggregate principal amount of senior unsecured notes due June 15, 2029 ("2021 Senior Unsecured Notes"). The Company used the net proceeds from the 2021 Senior Unsecured Notes to redeem its previously outstanding $250 million 7.00% senior unsecured notes, which were scheduled to mature on October 15, 2026 (the “2018 Senior Unsecured Notes”), to repay a portion of the borrowings outstanding under its 2018 Credit Facility and to pay related fees and expenses, as well as for general corporate purposes. For a copy of the 2018 Senior Unsecured Notes indenture, see Exhibit 2.3 to this Form 20-F. For a copy of the 2021 Senior Unsecured Notes indenture, see Exhibit 2.4 to this Form 20-F.

On June 14, 2021, the Company entered into a new five-year, $600 million credit facility (“2021 Credit Facility”) with a syndicated lending group, amending and extending its 2018 Credit Facility, which was due to mature in June 2023. The 2021 Credit Facility consists of a $600.0 million revolving credit facility, as well as an incremental accordion feature of $300.0 million, which would enable the Company to increase the limit of this facility (subject to the credit agreement's terms and lender approval) to $900.0 million, if needed. The 2021 Credit Facility matures on June 12, 2026 and bears an interest rate based, at the Company’s option, on the London Inter-bank Offered Rate (or a lender-approved comparable or successor rate), the Federal Funds Rate, or Bank of America’s prime rate, plus a spread varying between 10 and 235 basis points depending on the debt instrument's benchmark interest rate and the consolidated secured net leverage ratio. The 2021 Credit Facility provides a more favourable covenant structure and increased flexibility to the Company as compared to the 2018 Credit Facility. For a copy of the 2018 Credit Facility Agreement see Exhibit 4.6 to this Form 20-F. For a copy of the 2021 Credit Facility Agreement, see Exhibit 4.8 to this Form 20-F.

On July 23, 2021, TSX approved the renewal of the Company's NCIB, under which the Company is entitled to repurchase for cancellation up to 4,000,000 common shares over the twelve-month period ending July 22, 2022. The purchases by the Company will be effected through the TSX or other alternative trading systems in Canada, and will be executed at the market price of the shares at the time of the purchase. As of March 11, 2022, there were no shares repurchased. In light of the Acquisition, the Company will not be repurchasing shares under the NCIB.

On August 10, 2021, the Board of Directors amended the Company’s dividend policy by increasing the annualized dividend by 7.9% from $0.63 to $0.68 per common share. The Board’s decision to increase the dividend was based on the Company’s strong financial position and positive outlook.

Beginning in December 2019, COVID-19 has been spreading rapidly through the world, including the United States, Canada, India and Europe (where, collectively, significant portions of the Company’s operations are located and its sales occur). Variants of COVID-19 have been reported in certain countries. The impact of the virus varies from region to region and from week to week.

In response to the COVID-19 pandemic, the Company implemented measures to prioritize the health and safety of its employees while protecting its assets, customers, suppliers, shareholders and other stakeholders. The Company instituted paid leave for all U.S. employees for certain COVID-19-related reasons, implemented remote work practices where possible, and added significant safety protocols for those needing to be on site at manufacturing facilities. The Company's COVID-19 safety practices can be grouped into four main areas:

•PROACTIVE COMMUNICATION: Portal to facilitate communication, including weekly COVID-19 updates for operations managers and town halls for all staff conducted by the Company's senior management.

•PREVENTION: Cleaning and sanitization processes including disinfection using UVC light and ozone to sanitize areas and objects; social distancing, including camera monitoring to assess social distancing performance and wearables to alert workers when the adequate distance is not maintained and help with contact tracking; mandatory mask requirement; remote working; physical barriers; touchless entry and exit, and temperature monitoring; and thank you bonuses for employees electing to receive the vaccination.

•RESPONSE PLAN: Incident response and ‘ready-to-go’-resources including cleaning kits.

•BEST PRACTICE SHARING AND TECHNOLOGY: Knowledge transfer across locations managed by a dedicated corporate team, including a COVID-19 Best Practice Matrix, as well as the evaluation of technologies to manage risk and automate processes.

Details on the Company's response to COVID-19 are further described above in the Section entitled "Risk Factors."


~~(1)~~			~~Products, Markets and Distribution~~B.			BUSINESS OVERVIEW

The Company develops, manufactures and sells a variety of paper-and-film based pressure sensitive and water-activated tapes, stretch and shrink films, protective packaging, engineered coated products and packaging machinery for industrial and retail use. The Company provides packaging and protective solutions for industrial markets in North America, Europe and other geographies. Headquartered in Montreal, Quebec and Sarasota, Florida, the Company employs approximately 4,100 employees with operations in 34 locations, including 22 manufacturing facilities in North America, five in Asia and two in Europe as of March 11, 2022.

The Company has assembled a broad range of products by leveraging its manufacturing technologies, research and development capabilities, global sourcing expertise and strategic acquisitions. Over the years, the Company has made a number of strategic acquisitions intended to offer a broader range of products to better serve its markets. The Company’s extensive product line permits the Company to offer tailored solutions to a wide range of end-markets. The Company's largest end-markets as of December 31, 2021 were: general manufacturing, fulfillment/e-commerce, food and beverage, building and construction, retail and transportation.(1)

(1)Represents management estimates as the Company does not have access to exact point of sale data.

(1) Products, Markets and Distribution

The Company's unique bundle of products positions it to serve the market with a broad and comprehensive range of packaging, protective and industrial product solutions. The Company believes that its broad and unique product bundle is a key competitive advantage. The portfolio of products is valuable to the Company’s customers as it contributes to the flexibility of its distributor partners by allowing them to offer a solutions-oriented approach to address specific end user needs, creates operating efficiencies and lowers operating costs. Management believes this flexibility is unique to the Company and differentiates the Company from its competitors.

The Company's broad assortment of stocked products are available from distribution centers located in California and Virginia. These distribution centers are a key component of the Company's enhanced supply chain management strategy. Each distribution center offers a wide range of products which allows customers to benefit from access to the Company’s core products. Additionally, the Company has a distribution center located in Brockville, Ontario that services the Canadian market and a distribution center located in Sacramento which services the Northern California and Pacific Northwest geographies. As a result, the Company is able to efficiently supply a broad range of products following a customer order, which provides the intended flexibility to distributor partners while lowering their transaction costs.

(a) Tapes

The Company manufactures a variety of paper and film based tapes, including pressure-sensitive and water-activated carton sealing tapes, and industrial and performance specialty tapes including double-coated, duct, electrical and electronic, filament, flatback, foil, paper, polyethylene, process indicator, sheathing, sports and stencil products. The ~~company~~Company also provides complementary packaging systems which dispense and/or apply the companies pressure-sensitive and water-activated tape products.

Management believes the Company is the only packaging company that manufactures carton sealing tapes using all four adhesive technologies: hot melt, acrylic, natural rubber and water-activated. As a vertically integrated manufacturer, the Company believes it has distinctive capabilities, relative to its competitors, to produce its own film and adhesives used in the manufacture of its finished tape.

The Company’s tape products are manufactured and primarily sold under the Company’s ~~Intertape™~~Intertape®, American®, Anchor®, Cantech®, Central® and Tuck® brands to industrial distributors and retailers and are manufactured for sale to third parties under private brands.

For the years ending December 31, ~~2019, 2018,~~2021, 2020, and ~~2017,~~2019, tapes accounted for ~~57%~~52%, ~~64%~~54%, and ~~68%~~55%, respectively, of the Company’s revenue.

The Company’s tape products consist of three main product groups, Carton Sealing Tapes, Industrial & Specialty Tapes and ~~Complementary Packaging Systems.~~Machinery.

Carton Sealing Tapes

Carton sealing tapes are sold primarily under the Intertape^™and Cantech® brands to industrial distributors and leading retailers, as well as to third parties under private brands. Management believes the Company is the only company that produces carton sealing tapes using all four adhesive technologies: hot melt, acrylic, natural rubber and water- activated. The Company also sells the application equipment required for the dispensing of its carton sealing tapes.

Hot Melt Tape

Hot melt carton sealing tape is a polypropylene film coated with a synthetic rubber adhesive which is suitable for a wide range of applications. Typical applications include manual and automatic box sealing for industries such as moving and storage, general shipping and mailing, fulfillment, food processing, pharmaceutical and general manufacturing, as well as package repair and bundling. Some varieties can be used in cooler temperature applications (down to 35 degrees Fahrenheit) or to seal high recycled content boxes.

The Company’s primary competitors for this product are 3M Co., Shurtape Technologies LLC and Vibac Group.

Acrylic Tape

Acrylic carton sealing tape is a polypropylene film coated with a pressure-sensitive acrylic adhesive. The Company's product range can accommodate a variety of performance applications. This product is best suited for applications where resistance to aging, weathering and discoloration as well as ultraviolet light exposure tolerance, are important. Typical applications include manual and automatic box sealing for industries such as long-term storage, consumer and retail, food processing, produce, floral, and pharmaceutical. This product can be used in cooler temperature box sealing applications (down to 32 degrees Fahrenheit).

The Company’s primary competitors for this product are 3M Co., ~~GTA,~~ Primetac (Pitamas), Vibac Group and other imported Asian products.

Natural Rubber Tape

Natural rubber carton sealing tape is a polypropylene film coated with natural rubber adhesive and is unique among the carton sealing tapes because of its robust adhesion properties. This tape is ideally suited for conditions involving hot, dusty, humid or cold ~~environments.Typical~~environments. Typical uses include moving and storage industry applications, as well as packaging and ~~shipping.The~~shipping. The Company’s primary competitors for this product are Vibac Group and imported products from Europe.

Water-Activated Tape

Water-activated carton sealing tape is typically manufactured using a filament reinforced kraft paper substrate and a starch based adhesive that is activated by water. Water-activated tape is used primarily in applications where a strong mechanical bond or tamper evidence is required. Typical end-use markets include retail fulfillment centers, third-party logistics providers (“3PLs”), furniture manufacturers and the apparel industry. The Company’s primary competitors for this product are Holland Manufacturing Co. Inc. and other imported products.

Industrial & Specialty Tapes

The Company produces the following industrial and specialty products sold primarily under the Intertape™, American®, Anchor®, Cantech® and Tuck® brands: double-coated, duct, electrical and electronic, filament, flatback, foil, polyethylene, paper, process indicator, sheathing, sports and stencil products.

Double-Coated Tape

Double-coated tape is manufactured from a paper, foam, or film substrate and is coated on both sides with a variety of adhesive systems. Double-coated tape also uses a release liner made from paper or film that prevents the tape from sticking to itself. Double-coated tape is typically used to join two dissimilar surfaces. The Company’s double-coated tape products are used across a range of markets that include aerospace, graphics, transportation, converting and nameplates. The Company’s primary competitors for this product are 3M Co., Tesa Tape, Inc., ~~Scapa Group plc.~~Schweitzer-Mauduit International, Inc. and imported Asian products.

Duct Tape

Duct tape is manufactured from a polyethylene film that has been reinforced with scrim and coated with natural/synthetic rubber blend adhesive or specialty polymer adhesives. Duct tape is primarily used by general consumers for a wide range of applications. Duct tapes are also used in maintenance, repair and operations, in the HVAC (heating, ventilation and air conditioning) markets, construction and in the convention and entertainment industries. The Company’s primary competitors for this product are Berry Global Inc., 3M Co., Shurtape Technologies, LLC. and imported Asian products.

Electrical and Electronic Tape

Electrical and electronic tape is manufactured from a number of different substrates, including paper, polyester, glass cloth and a variety of adhesive systems that include rubber, acrylic and silicone adhesives. Electrical and electronic tapes are engineered to meet stringent application specifications and many electrical and electronic tapes are Underwriters Laboratories (UL) component listed. The Company’s primary competitors for this product are 3M Co., Nitto Denko, Saint Gobain and Bondtec.

Filament Tape

Filament tape is a film or paper-backed adhesive tape with fiberglass, polyester fibers embedded in the adhesive to provide high tensile strength. Primary applications for filament tape include temporary holding, bundling and unitizing (strapping), subsea umbilical cables (oil and gas), metal coil tabbing, and agricultural applications. The Company’s primary competitors for this product are 3M Co. and Shurtape Technologies, LLC.

Flatback Tape

Flatback tape is manufactured using a smooth kraft paper substrate and is typically coated with a natural rubber/SIS blended adhesive. Flatback tape is designed with low elongation and is widely used in applications such as splicing where the tape should not be distorted. Typical applications for flatback tape include splicing, printable identification tapes, label products and carton closure. The Company’s primary competitors for this product are 3M Co. and Shurtape Technologies, LLC.

Foil Tape

Foil tape is manufactured using an aluminum substrate and a variety of adhesive systems. The tape is designed for applications that range from HVAC, building and construction, aerospace, transportation, industrial, and general purpose. The products are UV resistant, have reflective and flame-retardant properties, and remain flexible to resist cracking and lifting around irregular or curved surfaces. The Company’s primary competitors for this product are 3M Co., Berry Global Inc. and Avery Dennison Corp.

Paper Tape

Paper tape is manufactured from a crepe paper substrate coated with a natural rubber or a synthetic rubber adhesive. Paper tape is used for a variety of performance and general purpose end-use applications. Product applications include paint masking (consumer, contractor, automotive, aerospace and marine), splicing, bundling/packaging, and general light duty applications. The Company’s primary competitors for this product are 3M Co., Shurtape Technologies, LLC, and Tesa Tape, Inc.

Polyethylene Tape

Polyethylene tapes are manufactured from a polyethylene film that is coated with a synthetic rubber ~~adhesive,~~adhesive. Polyethylene tapes are used primarily in the construction industries, restoration & remediation markets and entertainment & convention industry for a variety of applications including patching, stucco masking, seaming and sealing, bundling & wrapping, splicing & surface protection, vapor barrier, marine protection, tarp repair and carpet seaming. The Company's primary competitors for these products are Berry Global Inc. and ~~Scapa.~~

Schweitzer-Mauduit International, Inc.

Process Indicator Tape

Process indicator tape ~~(Type1)~~(Type 1) is primarily paper-backed on which indicator lines are printed using different ink systems and are then coated with a variety of adhesive systems. These Type 1 process indicator tapes are designed to seal packs exposed to different sterilization processes (steam, ethylene-oxide, and plasma). The indicator tape distinguishes between items processed and unprocessed by color change indicator lines printed on the backing. The Company's primary competitors for these products are 3M Co., Johnson & Johnson, and a number of smaller manufacturers from various geographies.

Sheathing Tape

Sheathing tape is manufactured from a treated polypropylene film substrate coated with an acrylic adhesive. Sheathing tape is primarily sold into the building and construction industry for applications involving the sealing of joints and seams of housewrap, polyethylene vapor barrier material and other insulation materials that form the building envelope. The Company's primary competitors for these products are 3M Co., and Berry Global Inc.

Sports Tape

Sports tapes are manufactured from a cloth substrate and an adhesive coating. A variety of adhesive systems are used in the production of sports tapes. These tapes are used in the sports industry, both professional and amateur, as trainer’s tape and for various equipment protection applications. The Company’s primary competitors for this product are ~~Scapa~~Schweitzer-Mauduit International, Inc. and North American Tapes.

Stencil Products

Stencil products are manufactured from a range of poly films coated single or double sided with acrylic or rubber based adhesives. Stencil products are used in applications within the sign and monument manufacturing markets to protect a surface where high pressure blasting is required. The Company’s primary ~~competitors~~competitor for this product ~~are 3M Co. and~~is UBlast Stencil.

~~Complementary Packaging Systems~~(b)Films

~~Machinery~~

~~The Company provides complementary packaging systems under the Better Pack®, Interpack™, AirSpace~~^TM ~~and PaperSpace~~^TM brands. Machinery that makes up the Company’s Complementary Packaging Systems include, but are not limited to, mechanical systems for case sealing applications with the use of long roll carton sealing tape, as well as water-activated tape produced by the Company, a variety of tape dispensers and equipment that dispenses protective packaging materials. These machines are used in production lines at the packaging level. They are also widely used in the fulfillment industries. These systems add value by providing efficient packaging processes to a variety of industrial customers. The company’s primary competitors in this market are 3M Co., Loveshaw, BestPack, Marsh, Phoenix, Storopack, Pregis, and Sealed Air.


~~(b)~~	~~Films~~

The Company manufactures shrink film and stretch wrap as well as a variety of polyethylene and specialized polyolefin films for industrial and retail use. As a vertically integrated manufacturer, the Company uses internally manufactured films to produce tape products. The Company’s film products are marketed under the Company’s brands including SuperFlex®

and StretchFlex® stretch wrap; ExlfilmPlus® and Exlfilm® shrink film. The Company's film products are marketed to industrial distributors and retailers and are manufactured for sale to third parties under private brands.

For the years ending December 31, ~~2019, 2018,~~2021, 2020, and ~~2017,~~2019, films accounted for 16%, ~~18%~~15%, ~~18%~~16%, respectively, of the Company’s revenue.

The Company primarily produces two film product lines: (1) SuperFlex® and StretchFlex® stretch wrap; and (2) ExlfilmPlus® and Exlfilm® shrink film.

Stretch Wrap

Stretch wrap is a single or multi-layer plastic film that can be stretched without application of heat and which has the characteristic of trying to return to its original length thereby applying force on the wrapped load. It is used industrially to wrap

pallets of various products ensuring a solid load for shipping. The Company uses technology that it believes is state-of-the-art for the manufacturing of its stretch film products.

SuperFlex® is a high performance, light gauge stretch film which offers customers good security for their loads but at a low cost per load. Genesys®, Genesys®Ultra, ~~Genesys Ultra Plus, ProLite®~~Prolite® and Orbit Air™ B are SuperFlex® brand products. Amtopp, Berry Global Inc., Malpack (Canada), and Paragon Films produce competitive products.

StretchFlex® is the Company’s regular duty, typically a heavier gauge of stretch film which also provides the customer with secure loads at a low price per pound. SFI, SSC, SFIII, Hand Wrap I, Hand Wrap II and Hand Wrap IV are StretchFlex® brand products. Competitors for this product include Berry Global Inc., Sigma Plastics Group and Amtopp.

Shrink Film

Shrink film is a specialty plastic film which shrinks under controlled heat to conform to a package’s shape. The process permits the over-wrapping of a vast array of products of varying sizes and dimensions with a single packaging line. ExlfilmPlus® and Exlfilm® are used to package paper products, food, toys, games, sporting goods, hardware and housewares and a variety of other products. The Company’s primary competitors for this product are Sealed Air Corp., Clysar LLC and Syfan SAAD.

The Company manufactures and markets a full line of protective packaging solutions: air pillows, bubble cushioning, mailers, paper void fill and cushioning, protective foam roll stock, protective packaging systems, thermal solutions and a complete line of anti-corrosion packaging products. The Company’s protective packaging products are marketed under the Company’s brand, ~~Polyair™~~Polyair(R), NuevopakTM and VCI2000^(R)brands.

For the years ending December 31, ~~2019, 2018,~~2021, 2020, and ~~2017,~~2019, protective packaging accounted for 12%, 5%13%, ~~less than 1%~~12%, respectively, of the Company’s revenue.

Air Pillows

Air pillows are manufactured from polyethylene film and are inflated at the point of use with an inflatable system. Air pillows are used as packaging material for void fill and cushioning applications. The Company's product line also includes bubble-on-demand solutions, which are manufactured from polyethylene film and inflated into a cushioning product at point of use with the same inflatable systems as air pillows. Typical end-use markets for air pillows and bubble-on-demand include ~~ecommerce~~e-commerce fulfillment, third-party logistics providers ("3PLs"), retail fulfillment houses and contract packaging operations. The Company’s primary competitors for this product are Pregis Corp., Sealed Air Corp., and Storopack, Inc.

Bubble Cushioning

Bubble cushioning, which is manufactured from polyethylene film and encapsulated air is one of the most commonly used forms of protective packaging for void fill and cushioning applications. Bubble cushioning is also used for wrapping and surface protection. Typical end-use markets for bubble cushioning include manufacturing, ~~ecommerce~~e-commerce fulfillment, third-party logistics providers ("3PLs"), retail fulfillment houses and contract packaging operations. The Company’s primary competitors for this product are Sealed Air Corp and Pregis Corp.

Mailers

The Company's mailer product line includes a complete line of padded paper mailers marketed under the Curby® brand, as well as paper bubble mailers, plastic bubble mailers and polyethylene courier ~~mailers. Bubble~~ mailers ~~are manufactured from polyethylene bubble cushioning which is laminated to paper or polyethylene film.~~marketed under the Polyair® brand. Mailers are durable and lightweight, can be custom printed, and available in standard sizes. The Company’s primary competitors for this product are PAC Worldwide and Sealed Air Corp.

Paper Void Fill & Cushioning

Paper void fill and cushioning consists of kraft paper which is automatically crumpled at the point of use with a paper system machine. Typical end-use markets for paper void fill and cushioning include manufacturing, ~~ecommerce~~e-commerce fulfillment, 3PLs, retail fulfillment houses and contract packaging operations. The Company’s primary competitors for this product are Pregis Corp., Ranpak, Sealed Air Corp., and Storopack, Inc.

Protective Foam

Protective foam is a low-density polyethylene product that protects and cushions. Protective foam products provide an excellent surface protection and cushioning for everything from sporting goods to auto parts. These products also include specialized value-added products where films are laminated using both foam and bubble in the manufacturing process. The Company’s primary competitors for this product are Pregis Corp and Sealed Air Corp.

Protective Packaging Systems

The Company's Protective Packaging Systems consist of Inflatable Systems and Paper ~~Systems.~~Systems that are marketed under the AirSpace® and PaperSpaceTM brands. Inflatable Systems are high performance machinery that deliver protective packaging materials such as air pillows and bubble-on-demand solutions at customer facilities. These systems are installed on-site for customers and offers users adjustable air-fill control, multiple pillow size selection and bubble on demand configurations. The Company's primary competitors for protective packaging systems include Pregis Corp, RanPak, Sealed Air Corp., and Storopack, Inc.

Thermal Solutions

The Company's thermal solutions product offering consists of metalized film laminated to bubble cushioning. These thermal solutions are available as metalized roll stock and as preformed metalized mailers. The Company also markets a range of thermal insulated packaging in the form of insulated mailers and packaging inserts. These products are typically used in cold chain shipments to help maintain consistent temperatures. The Company’s primary competitors for these products are Kodiak Kooler, PAC Worldwide, Pregis Corp, Sealed Air Corp. and TemperPack.

Vapor Corrosion Inhibitor ("VCI") Anti-Corrosion Packaging

The Company's VCI2000® brand anti-corrosion, nitrite-free packaging products are produced in a variety of forms such as VCI poly bags, VCI papers, VCI emitters, and VCI films. When metal objects are packed in the Company's VCI products, the VCI molecules volatilize and migrate with the air, then condense on all metal surfaces, reaching exposed and recessed areas which protects these surfaces from corrosion. The Company's primary competitors for these products are Cortec, Zerust, Daubert Cromwell and Armor.

(d) Engineered Coated Products

The Company develops and manufactures innovative industrial packaging, protective covering, barrier and liner products utilizing engineered coated polyolefin fabrics, nonwovens and other laminated materials. Its products are sold through multiple channels in a wide number of industries including membrane structures, building and construction, oil and gas, lumber, and agriculture.

The Company’s engineered coated fabrics are categorized in four markets: building and construction, agro-environmental, specialty fabrics, and industrial packaging. For the years ending December 31, ~~2019, 2018,~~2021, 2020, and ~~2017,~~2019, engineered coated fabric products accounted for ~~14%~~13%, ~~12%~~13% and ~~13%~~14%, of the Company’s revenue, respectively.

Building and Construction Products

The Company’s building and construction product group includes protective wrap for kiln dried lumber, membrane barrier products such as house wrap, window and door flashing, membrane structure fabrics used in clear span buildings, synthetic roof underlayment, and insulation facing, which are used directly in residential and commercial construction. The Company also supplies packaging over-wrap sleeves for unitizing multiple bags of fiberglass insulation. The Company’s primary competitors for these products include Owens Corning, Berry Global Inc., Dupont, and various producers from India, China and Korea.

Lumber wrap

The Company’s lumber wrap is used to package, unitize, protect and brand lumber during transportation and storage. The product is available in polyethylene or polypropylene coated fabrics printed to customer specifications. The Company’s primary competitor is Owens Corning.

Membrane Structure Fabrics

NovaShield® is a lightweight, wide-width, and durable polyolefin fabric used as the outer skin layer for membrane structures. The introduction and continuous improvement of the NovaShield® fabric in the membrane structure market has enabled membrane structure manufacturers to expand the use of this product beyond agricultural applications. New applications include agriculture barns, commercial and industrial structures, amphitheaters, recreational facilities, trade show pavilions, aircraft hangers, and casinos. Developments in the product line include NovaShield® Elite, a film laminated product with an industry leading 20-year warranty and a suite of products produced for the greenhouse market. The Company sells the Nova-Shield® fabrics to membrane structure manufacturers who design, fabricate, and install the structures. The Company’s primary competitors are Berry Global Inc. and a number of PVC (polyvinyl chloride) producers.

Roof Underlayment

The Company’s synthetic roof underlayments are installed on the roof before slate, tile or shingles for an extra layer of protection against water damage. The Company’s roofing underlayments are lighter and easier to install than standard #15 and #30 asphalt felts. To meet market needs, the Company has implemented a three-tiered (“Good, Better, Best”) approach in an attempt to reach all market segments. The Company’s primary competitors in this market are Owens Corning, GAF, a variety of roofing felt producers and a number of competitors from India, China and Korea.

Housewrap

The Company's housewrap products consist of polypropylene or polyethylene fabric coated with an advanced breathable coating. These breathable products protect the building during construction and allow vapor and condensation to escape from wall cavities. The Company's primary competitors of these products are Dupont and Berry Global Inc.

Flashing

The Company's flashing products are composed of polypropylene (PP) woven fabric with a highly aggressive pressure-sensitive adhesive and an easily removable split release liner. These products are designed to create a weather resistant barrier around door and window openings. The Company’s primary competitors are 3M and Dupont.

Agro-Environmental Products

The Company has developed a range of Agro-Environmental products, including bags for packaging glass-fiber insulation, fabrics designed for conversion into hay covers, grain pile covers, landfill covers, oil field membranes, and canal and pond liners. These fabrics are intended to provide protection during transit and storage and to line waterways and ponds to prevent loss of water and other liquids.

Geomembrane Fabrics

The Company’s AquaMaster® line of geomembrane fabrics is used as irrigation canal liners, golf course and aquascape pond liners, oil pad liners, hydraulic fracturing ponds and in aquaculture operations. The Company has a broad product offering in this market that includes the traditional extrusion coated woven substrates as well as manufacturing composite products composed of woven substrates laminated to other materials such as non-woven textiles and polyethylene film. The Company’s primary competitors for similar products include Berry Global Inc., and Owens Corning. Competitive products which may be used as substitutes are manufactured by GSE Environmental, Solmax and Raven Industries Inc.

Hay Wrap

Hay cover products are specially designed fabrics that function as protective covers, haystack covers, pit and pond liners and pool covers. The proprietary coating is used to enhance abrasion resistance, flex resistance, seam strength, UV resistance and longevity. The Company’s primary competitors for this product include offshore imports, as well as Owens Corning and Berry Global Inc.

Poultry Fabrics

Woven coated polyolefin fabrics are used in the construction of poultry houses in the southern US. Materials with high ultraviolet resistance are fabricated into side curtains that regulate ventilation and temperature in buildings. ~~Other materials~~Poultry Fabrics are also used ~~in ceiling construction.~~for vapor barrier applications for the metal building industry. The Company’s primary competitor for this product is Berry Global Inc.

Tarpaulins

The Company's tarpaulin products consist of woven coated polyolefin fabrics used in building construction and remediation projects for protection against the elements, and as protective covers in agriculture applications. The Company’s primary competitor for this product line is Berry Global Inc.

Specialty Fabrics

Banner (Billboard and Poster Fabric)

The Company’s line of banner fabrics is composed of polyethylene substrates engineered for large-format printing applications such as billboards, posters and banners. Strong and light-weight making it the most environmentally responsible billboard fabric on the market. The Company’s primary competitors in this market are Berry Global Inc. and manufacturers from China and Korea.

Other Specialty Fabric

Products and applications of specialty fabrics include fabrics designed for conversion into pool covers, field covers, disaster relief materials, protective covers and construction sheeting, brattice cloth for mine ventilation, underground marking tapes, salt pile covers and industrial packaging. The Company has a broad product offering in this market that includes traditional extrusion coated woven substrates, as well as the manufacturing of composite products, which are composed of woven substrates laminated to other materials, such as non-woven textiles and foam. Primary competitors of the Company for these products include Berry Global Inc, and producers from China and Korea.

Industrial Packaging Products

The Company has a range of industrial packaging products used as protective covers that are used before and after the manufacturing process. These products are available in a variety of weights, widths and colors. Customers also have an option to develop brand awareness by having their logo printed on these products.

Metal Wrap

The Company’s woven and coated polyolefin metal wraps ~~available in both polyethylene and polypropylene~~ are designed to protect flat sheet and coiled metals during transit and storage. These products are available in both polyethylene and polypropylene, as well as polyethylene laminated to kraft paper for extra moisture protection. Primary competitors of the Company for these products include Owens Corning and several producers from China.

Other Industrial Packaging Products

The Company’s printed wrap is used to brand and protect a variety of products during transit and storage. For example, the Company’s product is used to cover small recreational vehicles (ATVs) during transportation from their manufacturing location to retail dealers. Primary competitors of the Company for this product include Owens Corning and Berry Global Inc.

(e) ~~Other~~Packaging Machinery

~~FIBC / Bulk Bags~~Packaging Systems

The Company provides complementary packaging systems under the Better Pack® and Interpack™ brands. Machinery that makes up the Company’s complementary packaging systems include, but are not limited to, mechanical systems for case sealing applications with the use of long roll carton sealing tape, as well as water-activated tape produced by the Company and a variety of tape dispensers. These machines are used in production lines at the packaging level. They are also ~~earns revenue from~~widely used in the ~~distribution~~fulfillment industry. These systems add value by providing efficient packaging processes to a variety of ~~Flexible Intermediate Bulk Containers ("FIBCs").~~industrial customers. The Company’s ~~broad range~~primary competitors in this market are 3M Co., Loveshaw, BestPack, Marsh and Phoenix.

Packaging Automation

The Company provides automation solutions for industrial applications under the Nortech Packaging™ and Tishma Technologies™ brands. Solutions provided under these brands include the design, assembly and service of ~~FIBC Bags, also known~~automated packaging systems such as ~~Bulk Bags or Bulk Sacks,~~custom infeed and robotics for carton sealing, case erecting, pouch packaging and palletizing applications. These solutions are ~~used for the storage~~commonly utilized in food packaging, pharmaceutical, e-commerce, confectionary, personal care, cosmetics and ~~transportation of dry, granular or powder products. Made of high-strength woven polypropylene or polyethylene, FIBC’s~~beverage applications. The Company's primary competitors in this market are ~~used by a broad range of industries including foods, construction, agriculture, oil & gas, mining and chemicals. Primary competitors of the Company for these products include Berry Global~~ADCO Manufacturing, Combi Packaging Systems LLC, Delkor Systems Inc, Douglas Machine Inc. and ~~producers from China.~~Pearson Packaging Systems.

For the years ending December 31, 2021, 2020, and 2019, ~~2018, and 2017, other products~~packaging machinery accounted for 1%5%, 5%, 3%, respectively, of the Company’s revenue.

Research and Development and New Products

The Company’s research and development efforts continue to focus on new products, technology platform developments, new production processes and formulations. As described in the sections that follow, the Company introduced 13 new products in 2021, 30 new products in 2020, and 43 new products in ~~2019, 46 new products in 2018, and 38 new products in 2017.~~

~~In 2017, the Company:~~

~~focused its R&D efforts on increasing market solutions for the fulfillment and e-commerce markets. As a result, the Company increased the variety of water activated tape products for these markets,~~

~~launched a variety of utility and mid-grade acrylic carton sealing tapes to accommodate the needs of the industrial market,~~

~~expanded its engineered coated products offering to include greenhouse fabrics in translucent, clear anti-fogging and black-out variations, and~~

~~developed a number of new film laminated products to broaden the total available market opportunity for geomembrane fabric sales.~~

~~In 2018, the Company:~~

~~expanded its offering of process indicator tapes and double coated tapes,~~

~~introduced new products to bolster its stencil product offering,~~

~~further expanded its engineered coated products greenhouse fabric offering to include heavier gauge products,~~

~~introduced a complete line of paper void fill and cushioning protective packaging products, and~~

~~further expanded its thermal products protective packaging offering with the additional insulated packaging solutions to include insulated mailers and insulated package inserts.~~2019.

In 2019, the Company:

•expanded ~~it's~~its offering to include additional polyethylene tapes for the building, construction and remediation industries,

•introduced a new industrial grade automotive refinishing tape to bolster its automotive after market offering,

•introduced a complete line of paper based void fill solutions for void fill and blocking & bracing applications targeted to the e-commerce market,

•further expanded its engineered coated products building and construction offering with additional non-woven laminates, and

•further expanded ~~it's~~its offering of industrial tapes with an economy grade duct tape.

In 2020, the Company:


~~(2)~~	~~Customer and Sales~~

•introduced a new hand-tearable polyethylene film tape for use during outdoor stucco application and painting,

•introduced a new double sided tape targeted to the abatement market and specifically designed for poly draping applications,

•qualified the Company's non-woven materials, typically used to manufacture housewrap products, to be used in the production of personal protective equipment ("PPE"),

•qualified the Company's sheathing tape, typically used to create building vapor barriers, to be used in the emergency installation of temporary negative pressure wards, and

•repurposed our existing masking and duct tape products to be used as social distancing marking materials in businesses, schools and other institutions.

In 2021, the Company:

•introduced a new portable, manual water-activated tape dispenser in a small footprint that allows any size business to enjoy the carton sealing benefits of water-activated tape,

•introduced a heavy-duty flame retardant polyethylene tape ideal for healthcare facilities, institutional buildings, laboratories, shipyards and construction sites where flame retardant materials are required to add a critical layer of security of fire protection,

•launched a superior media blast stencil product offering for all double liner applications targeted to the sign and monument markets,

•introduced a new case sealer that automatically adjusts for each random size case processed and offers faster speeds with improved pneumatics,

•introduced a new bottom belt drive case sealer constructed for low to medium volume applications in a compact footprint to conserve valuable floor space at an economical cost,

•launched several improved heavy duty residential roof underlayment products produced at the Company's facility in India,

•introduced a lightweight, flame retardant gym floor protection material to replace PVC products currently being used, and

•launched several new heavyweight geomembrane products aimed at the water storage and irrigation delivery markets.

(2) Customer and Sales

The Company has strong and longstanding relationships with its customer base. The Company actively engages in sales and marketing activities to increase its value to its customers through ease-of-use initiatives and customer training. The Company's customers also value its commitment to offering competitively priced solutions, as demonstrated by the greater than 15-year average relationship tenure with the top ten customers.

Sales of products to customers located in the US, Canada and Germany accounted for approximately 79%, 10% and 2% of total sales, respectively, in 2021, 80%, 10% and 2% of total sales, respectively, in 2020, 80%, 9% and 2% of total sales, respectively, in ~~2019, 79%, 9% and 2% of total sales, respectively, in 2018, 80%, 9% and 2% of total sales, respectively, in 2017.~~2019.

The Company’s customer base is diverse; however, there was one customer as of December 31, ~~2019~~2021 and ~~2018~~2020 with annual direct and indirect sales that accounted for ~~7% and 6%~~approximately 13%, ~~respectively,~~ of the Company's total revenue. No other customer exceeded more than 5% of the Company’s total revenue over the same time period.


~~(3)~~	~~Seasonality of the Company’s Main Business~~

(3) Seasonality of the Company’s Main Business

The Company experiences some business seasonality that results in the Company’s efforts to effectively manage its working capital resources. Typically, a larger investment in working capital is required in quarters during which accounts receivable increase due to a higher level of sales invoiced towards the end of the quarter and inventory builds in anticipation of higher future ~~sales, both of which typically occur~~sales. This working capital build normally unwinds later in the ~~first, second and third quarters and unwind in the fourth quarter.~~fiscal year. Furthermore, certain liabilities are accrued for throughout the year and are paid only during the first quarter of the following year.

Normal seasonality for tapes and films typically reflects a sequential improvement in sales volumes in the second half of the year. These sequential increases are usually driven by the same seasonal demand in anticipation of higher shipping volumes in line with that time of the year. This normal increase in sales volume in the third and fourth quarters is typically followed by a decline in sales in the first quarter.

Normal seasonality for protective packaging typically reflects a sequential improvement in sales volume in the fourth and first quarters of the year when sales are up for retail and fulfillment centers. This normal increase in sales volume in the fourth and first quarters is typically followed by a decline in sales in the second quarter.

Normal seasonality for engineered coated products typically reflects a sequential improvement in sales volumes in the second and third quarters of the year when construction activity tends to be higher. This normal increase in sales volume in the second and third quarters is typically followed by a decline in sales in the fourth quarter.

Normal seasonality for packaging machinery products typically reflects improvement in sales volumes in the third and fourth quarters of the year, while packaging dispensers see an increase in sales volume in quarters two and three prior to the holiday season. Custom packaging automation typically is not seasonal as it is driven by our customers' capital expenditure cycle.


~~(4)~~	~~Equipment and Raw Materials~~

(4) Equipment and Raw Materials

The Company purchases mostly custom designed manufacturing equipment, including extruders, coaters, slitters, finishing equipment, looms, printers, bag manufacturing machines and injection molds, from manufacturers located in the US, Western Europe and Asia, and participates in the design and upgrading of such equipment. The Company is not dependent on any one manufacturer for its equipment.

The majority of the ~~Company’s~~ raw materials for the Company's North American manufacturing facilities are sourced from North American manufacturers, although due to volatility in prices the Company occasionally sources raw materials from outside of North America. Raw materials for the Company's European and Asian manufacturing facilities are sourced primarily from Asia, the Middle East and Europe. Raw materials accounted for approximately ~~61%~~63%, ~~64%~~60% and ~~65%~~61% of reported cost of sales in ~~2019, 2018~~2021, 2020 and ~~2017.~~2019.

The major raw materials purchased for the Company’s tape products are polypropylene resin, polyethylene resin, synthetic rubber, hydrocarbon resin, and paper (crepe and kraft). Resins and synthetic rubber are generated from petrochemicals which are by-products of crude oil and natural gas.

The major raw material used in the Company’s film products is polyethylene resin. Polyethylene is a derivative of natural gas petrochemical by-products and/or crude oil.

The major raw materials used to produce the Company’s engineered coated products are polyethylene and polypropylene resins. Both of these products are petrochemical based products derived from crude oil and/or natural gas.

The major raw materials used in the production of the Company’s protective packaging products are polyethylene resin, paper and polyethylene film.

The major raw materials used in the production of the Company’s packaging machine products are steel, motors, control boards, microchips, sealing bars, blowers and extruded plastic parts.

The prices of most of the major raw materials noted above can be subject to significant volatility, primarily influenced by commodity price fluctuations for crude oil and natural gas, and pulp. In addition, while the Company maintains a number of suppliers for these raw materials, the Company is dependent on such suppliers to maintain the availability of the

Company’s raw materials. If any of its suppliers are unable to deliver raw materials to the Company for an extended period of time, there is no assurance that the Company’s raw material requirements would be met by other suppliers on acceptable terms, or at all, which could have a material adverse effect on the Company’s results of operations.


~~(5)~~	~~Marketing Channels~~

(5) Marketing Channels

The Company’s extensive product line permits the Company to offer tailored solutions to a wide range of end-markets including food processing, general manufacturing, fulfillment, transportation, building and construction, consumer, oil and gas, agriculture, aerospace, appliance, sports and entertainment, marine, composites, military and medical applications.

Tape, film and protective packaging products and systems are sold to the market through a network of paper, packaging and industrial distributors throughout North America.

Additionally, the Company sells products directly to large domestic and multinational end-users, ~~and~~as well as through the retail channel in North America. The Company’s engineered coated products are primarily sold directly to converters and original equipment manufacturers.


~~(6)~~	~~Trademarks and Patents~~

(6) Trademarks and Patents

The Company markets its tape products under the trademarks ~~Intertape™~~Intertape®, Central®, American®, TUCK®Tape, CANTECH® and various private labels.

The ~~Company’s~~Company's stretch films are sold under the trademark SuperFlex® and StretchFlex®. Its shrink wrap is sold under the registered trademark ExlfilmPlus® and Exlfilm®. ~~Its stretch films are sold~~

The Company markets its protective packaging products under the ~~trademark SuperFlex®~~Polyair® and ~~StretchFlex®~~NuevopakTM brands, and a series of sub-brands which include AirSpace®, PaperSpace™, HexcelWrap™, Durabubble®, Durakraft™, Endurabubble®, Lamifoam®, Starfoam®, Starmover™, Ecolite®, Fastpak® and Xpak™.

The Company markets its engineered coated products, including polyolefin fabrics under the registered trademarks NovaShield®, NovaSeal®, NovaWrap™, NovaFlash®, AquaMaster®, Umbra®, NovaThene® and ~~NovaThene®~~Palisade®.

The Company markets its ~~protective packaging products~~machinery product lines under the ~~Polyair~~ ^(R) ~~brand,~~trademarks Better Packages®, Interpack™, Nortech™ and ~~a series of sub-brands which include AirSpace®, PaperSpace™, HexcelWrap™, Durabubble®, Durakraft™, Edurabubble®, Lamifoam®, Starfoam®, Starmover™, Ecolite®, Fastpak®and Xpak.~~Tishma®.

The Company has approximately ~~227~~256 active registered trademarks, 111 in the US, 74 in Canada, 12 in Mexico, and 3059 in foreign jurisdictions, which include trademarks acquired from ~~American Tape,~~ Anchor, ~~Rexford Paper Company,~~ Central Products Company, The Crowell Corporation, ~~Flexia,~~ Better Packages, ~~TaraTape & Design®, TARA TAPE®,~~Polyair, Nuevopak Global Limited and ~~Polyair.~~Octo Packaging Limited. The Company currently has 1529 pending trademark applications, 713 in the US, and 816 in foreign jurisdictions.

The Company has pursued US and foreign patents in select areas where it believes that unique products offer a competitive advantage in profitable markets. The Company’s ~~105~~121 granted patents and 1940 pending patent applications ~~include~~include: engineered coated products and film for which the Company has 3113 patents and 63 pending applications, tape products for which it has 4248 patents and 6 pending applications, adhesive products and manufacture for which it has 1924 patents and 30 pending ~~application,~~applications, packaging or equipment for packaging for which it has 32 patents and 30 pending applications, and other products for which it has 134 patents and 41 pending applications.

The Company considers its intellectual property to be a valuable asset that is material to its short-term and long-term prospects. As summarized in the Risk Factor titled "The Company may become involved in litigation relating to its intellectual property rights, which could have an adverse impact on its business," the Company uses various methods to protect its intellectual property. Such methods may not, however, provide complete or sufficient protection, and misappropriation may still occur.


~~(7)~~	~~Competition~~

(7) Competition

The Company primarily competes with other manufacturers of tertiary paper and plastic packaging products, pressure-sensitive adhesive products and woven-coated products. Some of these competitors are larger companies with greater financial resources than the Company. Management believes that competition, while primarily based on price and quality, is also based on other factors, including product performance characteristics and service.

The Company believes that one of its most important differentiating factors is the strength of its product bundle. The Company believes that the diversity of its product bundle, with its many tapes, films and protective packaging solutions is a key competitive advantage. The Company believes that its product bundle provides a distinctive offering to its customers, enabling them to achieve advantages such as improved service levels, reductions in operating costs, pricing synergies and support for their customers. Further, this allows the Company to become even more significant to its customers, especially in the e-commerce segment, as its product bundle provides a greater breadth of protective solutions, allowing it to offer a solutions-oriented approach to selling that it believes is sought after by many end-users and distributors. The Company believes that this product bundling strategy provides it with both an offensive and defensive mechanism that will foster profitable long-term relationships with our customers.

The Company believes that significant barriers to entry exist in its addressable market. Management considers the principal barriers to be the high cost of vertical integration which it believes is necessary to operate competitively, the technical expertise in respect to various processes and equipment operation, the scale necessary to negotiate adequate terms with suppliers and distributors, and the difficulties and expense of developing a broad portfolio of products within an adequate distribution network.

Please refer to Item 4.B.1 above for a discussion of the Company’s main competitors by product.


~~(8)~~	~~Environmental Initiatives and Regulation~~

(8) Sustainability Goals, Initiatives and Environmental Regulation

(a) ~~Initiatives~~Goals

The Company has ~~and continues~~established the following goals related to ~~be focused on reducing waste and minimizing any environmental impact throughout its manufacturing process, or footprint left behind~~sustainability:

•75% of the products manufactured by the ~~line~~Company, by revenue, will be Cradle to Cradle Certified™ by 2025

•75% of packaging products manufactured ~~and marketed~~ by the ~~Company. The sustainability program is a commitment~~Company, by ~~management~~revenue, will be recyclable, reusable, or compostable by 2025 and ~~employees~~100% by 2030,

• 50% of the energy used by the Company, ~~to continually look for opportunities to lower~~at a minimum, will be renewable by 2030,

•25% reduction in water withdrawal by 2030 (using 2019 as the ~~Company’s environmental impact to include minimizing~~baseline year);

•25% reduction in energy intensity by 2030 (using 2019 as the baseline year);

•30% reduction in CO2 emissions by 2030 (using 2019 as the baseline year);

•committed to net-zero emissions by 2040 in line with the Climate Pledge, an initiative co-founded by Amazon and ~~greenhouse gas emissions.~~Global Optimism, as well as the Business Ambition for 1.5°C campaign by Science Based Targets initiative;

•the Company's workforce will be reflective of the demographics in the communities in which it operates by 2030.

•the top 200 people leaders at the Company will complete training and a management development program centered on inclusivity and diversity.

(b)Initiatives

The values of a safe work environment, environmental stewardship, efficiency in raw material and energy usage, and good corporate citizenship are part of the Company's culture and focus. The Company has ~~implemented~~been embracing sustainability as a strategy to help it perform better for its customers, business partners, employees, investors and ~~continues~~shareholders, and communities. In 2020, the Company established the Environmental, Social & Governance ("ESG") Committee of the Board of Directors as well as a formal sustainability department within the Company that is overseen by the Vice-President of Sustainability and by the CFO who reports directly to ~~implement activities, changes~~the CEO. The sustainability department developed teams throughout the Company, called the Sustainable Value Network ("SVN"), to establish a framework to focus on sustainability throughout the business. The core SVN teams are as follows: product and ~~programs that are designed~~material innovation, circular economy solutions, operational footprint and people and communities. The Company's dedicated SVN teams have established benchmarks, set targets and developed data collection processes to ~~reduce waste in~~measure the manufacturing process; reduce the footprint left behind by its products, processes and employees; increase the recycling of its products; provide alternative solutions to less environmentally friendly products or applications; reduce consumption of raw materials, fuel and other energy sources; reduce pollutants released through air, water and waste; and improve the safety and health of employees.Company's progress.

The Company ~~continues to focus~~published its Corporate Environmental Policy on its website at www.itape.com/sustainability. The policy applies to the organization's activities, products and services worldwide. Leadership at the Company has committed to being environmental ~~initiative~~leaders by fulfilling the Company's compliance obligations, enhancing environmental performance through continual improvement activities, prevention of pollution and meeting commitments made with organizations with which the Company engages. It is the responsibility of the Company's employees to ~~save energy.~~demonstrate excellence in environmental stewardship. Through the awareness, commitment and capability of its employees, the Company expects to successfully meet its stated environmental objectives. In addition, the policy guides its operations and includes commitments to continual improvement, compliance with environmental laws, regulations, and other applicable requirements, assessments of operational impacts, investments in technologies to improve performance, employee training and education, and public engagement.

The Company strives to steward the planet’s limited resources, and embraces a vision for a more circular economy. On June 21, 2021, the Company issued its annual sustainability report titled "Our Circular Economy" (the "Sustainability Report"), which provides an overview of the Company's sustainability approach, its product and material innovation, the circular economy, its operational footprint and its progress in 2020 on sustainability initiatives, as well as sustainability opportunities in the years ahead. Additional Company achievements in 2021 are discussed below:

During 2021, the Company was awarded:

•the U.S. Environmental Protection Agency's 2021 ENERGY STAR® Partner of the Year - Sustained Excellence designation for the sixth consecutive year,

•the U.S. Environmental Protection Agency's ENERGY STAR® Challenge for Industry Award for the fifth time at the Carbondale, Illinois manufacturing facility, and

•the U.S. Environmental Protection Agency's 2021 ENERGY STAR® Award for superior energy performance at the Danville, Virginia regional distribution center.

Energy efficiency has been a critical focus area for the Company for over ten years. In August 2009, the Company became an ENERGY STAR® Industrial Partner, which is a voluntary partnership with the US Environmental Protection Agency (“EPA”) to improve energy efficiency and fight global warming. The Company as an ENERGY STAR® Industrial Partner joined the fight against global warming by improving the energy efficiency of its buildings and facilities. The ~~EPA recognized the Company as a 2014 and 2015~~ ENERGY STAR Partner of the Year ~~for strategically managing and improving the~~Award distinguishes corporate energy ~~efficiency in its operating locations. In 2016, 2017, 2018, and 2019 the EPA presented the Company the ENERGY STAR Sustained Excellence Award, which~~management programs. It is the highest level of EPA recognition. ~~In addition, certain Company facilities~~Partners must perform at a superior level of energy management and meet the following criteria: demonstrate best practices across the organization; prove organization-wide energy savings; and participate actively and communicate the benefits of ENERGY STAR. The ENERGY STAR Sustained Excellence Award recognizes organizations that have ~~achieved~~consistently earned Partner of the Year for several years in a row. Annual achievements must continue to surpass those in previous years. Sustained Excellence is presented to a partner at the EPA’s ENERGY STAR Challenge for Industry thirteen times, which is to reduce energy intensity by 10% within 5 years. Facilities that have met the EPA’s ENERGY STAR Challenge for Industry have achieved an average energy intensity reduction of 21%. The reductions have cut greenhouse gas emissions at these manufacturing facilities by 49,690 metric tons over the past 6 years, which equals the emissions from the electricity use of 5,734 homes.discretion.

~~(b)Sustainability Report~~

The values of a safe work environment, environmental stewardship and good corporate citizenship are deeply embedded in the Company's culture. The Company demonstrates these values every day through effective resource management, product innovation and a commitment to meet, or exceed, customer expectations. The Company believes that a continued focus on sustainability will engage its employees, assist its customers with meeting their goals, as well as provide value for Company shareholders.

In 2019, The Company published its first annual Sustainability Report (available at https://www.itape.com/investor%20relations/press%20releases%20and%20reports/annual%20reports), which highlights how the Company has approached sustainability as a normal course of operating the business.

The Company also developed an Energy Policy and a Water Policy. Using the Intertape Performance System ("IPS"), the Company is ~~committed~~better able to ~~operating~~link energy-saving efforts with production practices, creating a common language and enabling continuous improvement in both energy consumption and production. The current goals of the Energy Policy are for the Company to operate its facilities in an efficient, environmentally responsible, and safe ~~manner.~~ manner; to reduce energy intensity by 2.5% per year and CO2 emissions by 3% per year, to support the procurement and generation of renewable energy, and to achieve this goal by implementing continuous improvement programs and employee training initiatives across the entire organization. The policy assigns the Corporate Utilities Team the role of measuring progress towards achieving the energy efficiency goal, identifying energy efficiency projects, and providing a forum for identifying best practices. It requires

employees to be highly involved in reducing energy usage. The policy communicates the Company's recognition that through the awareness, commitment and capability of employees, the Company will strive to achieve success and surpass its energy efficiency goals. The Company's Water Policy aims to reduce water withdrawal by 25% by 2030 (using 2019 as the baseline year).

The Company ~~complies with relevant requirements~~signed the CEO Water Mandate making an aspirational pledge to advance water stewardship across six commitment areas including direct operations, public policy and ~~practices relating~~transparency, and to ~~health, safety~~submit annual progress reports.

The Company is a signatory to The Climate Pledge, joining just over 200 other organizations worldwide that are committed to net zero carbon by 2040, as well as a signatory to the Science Based Targets initiative, committing to net zero carbon by 2050.

The Company adopted a Sustainable Product Design and Development Vision Statement, which places the precautionary principle as outlined in the United Nations Global Compact and the ~~environment.~~Cradle to Cradle® principles as central pillars to guide its aspirational sustainable product lifecycle goals. This vision commits the Company to eliminate the use of toxic substances from new and existing products and its manufacturing processes and incorporate recycled and renewable materials in product design and purchasing while maintaining product performance. At its core, the Company's vision will allow it to apply “safe and circular” concepts to its design and development of its products.

During 2021, the Company achieved Cradle to Cradle Certified™ Bronze level for clear acrylic carton sealing tape and clear hot melt carton sealing tape, and Silver level for Curby Mailer HD and Curby Fragile Wrap, bringing the total number of Cradle to Cradle Certified product families to eight, which collectively represents approximately 51%3, by revenue, of the Company's manufactured products. The Cradle to Cradle Certified™ Products Program is a globally recognized protocol for product designers, manufacturers and brands as a pathway for making products with a positive impact on people and the planet. To receive certification, products are assessed for environmental and social performance across five critical sustainability categories: material health, material reuse, renewable energy and carbon management, water and soil stewardship, and social fairness. A product is assigned an achievement level for each category and the product’s lowest category achievement also represents its overall certification level.

In an effort to ensure that the packaging products manufactured by the Company are managed correctly at their end of use, the Company has partnered with the Sustainable Packaging Coalition and How2Recycle® program to ensure recycling instructions are communicated to customers in the most effective manner and put in place initiatives to correctly label the recyclable packaging products manufactured by the Company. The Company ~~actively engages~~manufactures certain film product lines, typically not accepted through curbside recycling or community recycling centers. These product lines have been approved to use the How2Recycle® labeling system and are recyclable at store drop off locations (where applicable) for plastic film. The Company also offers protective packaging products that are curbside recyclable and are approved to use the How2Recycle® labeling system. Water-activated tape is a Kraft paper tape that is re-pulpable with ~~customers to understand and fulfill their sustainability needs and expectations.~~the corrugated it is applied to. The Company markets its water-activated tape products as recyclable products.

(c)Regulation

The Company’s operations are subject to extensive environmental ~~regulation~~regulations in each of the countries in which it maintains facilities. For example, ~~US (federal,~~country specific environmental laws at the federal, state and ~~local), Canadian (federal, provincial and municipal) and Indian (federal, state and local) environmental laws applicable to the Company~~local levels include statutes and regulations intended to: (i) impose certain obligations with respect to site contamination and to allocate the cost of investigating, monitoring and remedying soil and groundwater contamination among specifically identified parties; (ii) prevent future soil and groundwater contamination; (iii) impose national ambient standards and, in some cases, emission standards, for air pollutants which present a risk to public

health, welfare or the natural environment; (iv) govern the handling, management, treatment, storage and disposal of hazardous wastes and substances; and (v) regulate the discharge of pollutants into waterways.

3 Revenue for certified products used in this calculation represents the revenue for the full year ended December 31, 2021, to demonstrate the magnitude of certified product families on an annual basis.

The Company obtains Phase I or similar environmental site assessments, and Phase II environmental site assessments, if necessary, for ~~most of the manufacturing~~ facilities ~~it owns or leases at the time~~before the Company either acquires or leases such facilities. These assessments typically include general inspections and may involve soil sampling and/or ground water analysis. ~~The~~These assessments ~~have not revealed~~may reveal any material or significant environmental liability ~~other than, or in addition to, the estimated post-closure reserves~~ for the ~~Company's former manufacturing site in Columbia, South Carolina. As of December 31, 2019, the~~ Company ~~has accrued $1.5 million in provisions in the Company’s consolidated balance sheet for closure~~ and ~~post-closure activities at the Columbia site, that, based on current information, the Company believes will have a material adverse effect on it. Nevertheless, these assessments may not~~are therefore necessary to reveal all potential environmental liabilities ~~and current assessments are not available for all facilities. Consequently, there~~that the Company may be ~~material environmental liabilities of which the Company is not aware. In addition, ongoing clean up~~required to address and ~~containment operations may not be adequate for purposes of future laws and regulations. The conditions of the Company’s properties could also be affected in~~possibly remediate. Additionally, understanding the future byuse of neighboring operations or the conditions of the land in the vicinity of the Company’s ~~properties. These developments~~properties and ~~others, such as~~monitoring the development of increasingly stringent environmental laws and regulations, ~~increasingly strict~~ enforcement ~~of environmental laws and regulations,~~ or damage claims ~~for damage~~ to property or injury to persons resulting from the ~~environmental, health or safety~~ impact of the Company’s operations, may cause it to incur significant future costs and ~~liabilities that could have a material adverse effect on the Company.~~

The Blythewood, South Carolina manufacturing facility uses low environmental impact technologies, as compared to the former Columbia, South Carolina manufacturing facility. The reduced environmental impacts from Blythewood manufacturing facility operations minimize applicability of environmental laws and permit requirements. Blythewood operations only require a minor EPA air emission permit and the facility is not classified as a large quantity generator of hazardous waste as opposed to the previous Columbia manufacturing facility. The transition of manufacturing operations from the Columbia manufacturing facility to the Blythewood manufacturing facility in 2015 has significantly reduced carbon emissions and hazardous air pollutants that require EPA reporting and significantly reduced carbon emissions.

In addition, although certain of the Company’s facilities emit regulated pollutants into the air, the emissions are within current permitted limits, including applicable Maximum Achievable Control Technology requirements.liabilities.

The Company and its operating subsidiaries are required to maintain numerous environmental permits and governmental approvals for their operations. Some of the environmental permits and governmental approvals that have been issued to the Company or its operating subsidiaries contain conditions and restrictions, including restrictions or limits on emissions and discharges of pollutants and contaminants, or may have limited terms. If the Company or any of its operating subsidiaries fails to satisfy these conditions or to comply with these restrictions, it may become subject to enforcement actions and the operation of the relevant facilities could be adversely affected. The Company may also be subject to fines, penalties or additional costs. The Company or its operating subsidiaries may not be able to renew, maintain or obtain all environmental permits and governmental approvals required for the continued operation or further development of its facilities, as a result of which the operation of its facilities may be limited or suspended.

The Company believes that its facilities are in material compliance with applicable environmental laws and regulations, and that the Company has obtained, and is in material compliance with, all material permits required under environmental laws and regulations. Compliance is routinely evaluated for the operations through internal annual reviews of applicable laws and regulations with the facility and periodic third party evaluations. Additionally, federal, state and local representatives perform inspections, typically unannounced, to ensure compliance to the required permits and regulatory statutes. Any issues are readily addressed and root cause and countermeasures put into place to avoid their reoccurrence. The Company utilizes reputable external counsel and consultants to assist with navigation through the regulatory arena and provide competent evaluation and input into major permitting updates, government inquiries and assisting with routine compliance matters. The Company addresses compliance topics through risk evaluation and implementation of preventive measures to avoid possible issues with the impact of operations. Best management practices routinely check equipment and facility operations for any issues. The employees at the facilities undergo initial and regular training to familiarize them with environmental, health and safety topics and their role in maintaining compliance, notification procedures if an issue arises and being a good public steward both at the facility and in the community.

(d)Climate

The planet faces significant challenges, from climate change to water quality and availability, to accumulating waste in the environment. The Company recognizes these challenges and is confronting them. The Company set goals to reduce water use, energy use, carbon emissions and improve its products’ environmental profile. The Company is actively working to redesign its products to reduce their footprint and achieve more circular manufacturing processes. As signatories to The Climate Pledge, an initiative co-founded by Amazon and Global Optimism, as well as the Business Ambition for 1.5°C campaign by Science Based Targets initiative, the Company has committed to net zero carbon by 2040 and 2050, respectively. For the first time, the Company also reported to CDP Climate, a not-for-profit charity that runs a global disclosure system for investors and companies to manage their environmental impacts, and received a score of “B” in 2021. More than 13,000 companies worth over 64% of global market capitalization disclosed data through CDP Climate in 2021. Just 2% of all scored companies made the “A” List, and 58% scored between “C” and “D-”, which demonstrates the achievement of receiving a B score in IPG’s first submission. The Company will look to improve on this score through continued work on energy efficiency, purchases of carbon offsets and renewable energy credits, and direct purchase of renewable energy via green tariffs and other similar programs, where available.

(9) Human Capital

Employee Profile

The Company employs approximately 4,100 employees with operations in 34 locations, including 22 manufacturing facilities in North America, five in Asia and two in Europe as of March 11, 2022.

Worker Safety

At the heart of the Company's corporate values is the commitment to people. The values of people, passion, integrity, performance and teamwork are built on a foundation of individuals who are the embodiment of the Company’s culture. These values commit the Company to support and nurture its employees and the communities in which they work. Providing a safe work environment is one of the Company's top priorities, and each employee shares the responsibility for maintaining a safe and healthy workplace. Over the past 15 years, the Company has achieved significant reductions in safety incidents. The Company has accomplished improvements through benchmarking with peers and other leading companies, by establishing safety pillar teams at the plant and corporate levels, conducting process hazard assessments, incident reviews and internal audits.

The Company is also committed to providing comprehensive training and employee engagement opportunities in health and safety improvements. The Company is proud of its internal safety recognition programs, and has a system to designate manufacturing facilities as gold-, silver- or bronze-level safety performers based on scoring relative to its safety performance criteria. Health and safety expectations are set in the Corporate Health and Safety Policy and implemented at all levels of the organization. The senior management team provides commitment, sets expectations and assigns resources. The Company's operations team leverages the IPS (as further described above in the Section entitled "Environmental Initiatives and Regulation"), for which safety is a foundational element, to manage operations and drive continuous improvement. Safety leadership teams provide comprehensive feedback and organize to deploy and sustain strategic improvement goals through the IPS process.

Please see Item 4B. Business Overview for a discussion of our COVID-19-related worker safety efforts.

Education, Training and Development

Education, training and development programs are standardized where appropriate, but also vary by region and operation, as necessary. In the U.S., Canada, Europe and India, the Company offers new hires training in IT security, the Company's Code of Conduct and Business Ethics ("Code of Conduct") and safety. Other types of training – including first aid training, fire extinguisher training, workplace hygiene, hazard communication training, on-the-job training, forklift training and leadership training, among other topics – are offered as needed at individual locations or one centralized location. The Company does not currently track the average hours of training per employee.

Employee Retention

The Company offers a comprehensive and competitive benefits program to attract, retain and incentivize talented employees. Benefits provided to full-time employees may include health insurance, life insurance, disability insurance, retirement plans, equity and/or cash incentives, paid leave, vacation, sick time, personal time and tuition assistance. Offerings vary by country and by location.

The Company provides transition assistance for employees in the U.S. not terminated for cause and not due to retirement. Assistance offerings vary by position.

In the U.S., the Company's practice is to allow parental leave under the Family and Medical Leave Act of 1993. For the father or adoptive/foster parent, this will mean an unpaid, but job-protected leave. The Company allows employees to use vacation to subsidize income. For the birth mother, the Company's short-term disability plan permits short-term disability payments.

In Canada, maternity leave is paid protected leave for up to 17 weeks after the birth of a child. Parental leave is available to the birth mother, father or adoptive parents and is paid protected leave for up to 35 weeks. An additional 26 weeks of parental leave is protected, but unpaid. This allows the birth mother to take up to 18 months of job protected leave of which 12 months is paid. This allows adoptive parents or the father to take up to 14 months of job protected leave of which 8 months is paid. The Company recognizes and offers this leave to all of its Canadian employees. In addition, the Company's short term

disability plans cover any absences for the birth mother prior to the birth of the child in the event she was no longer able to work due to a medical issue for her or the baby.

Portugal requires parental leave, and India provides leave for female employees only. The Company also maintains a policy to support breastfeeding mothers.

Corporate Philanthropy

The Company recognizes and highly values the communities in which its employees work and live and is committed to supporting its communities in ways that matter locally. The Company's priorities are mainly related to children and wellness. The Company does not consider any charity with a religious affiliation, or any affiliation with any political or controversial topic to be a Company qualified charity. The Company expects those it sponsors to model financial transparency.

Stakeholder Engagement

The Company initiates different types of stakeholder engagement as part of its regular activities. The Company defines stakeholders consistent with the Global Reporting Initiative Standards, as entities or individuals that can reasonably expect to be significantly affected by the Company's activities, products or services; or whose actions the Company can reasonably expect to affect its ability to implement strategies or achieve objectives.

The Company's stakeholders include customers, business partners, employees, investors and shareholders, as well as various community, third-party and government groups. The Company engages with stakeholders through multiple methods in the course of doing business, as it is fulfilling roles in industry and associations and in its communities. The Company's approach to stakeholder engagement considers the guidance of the Code of Conduct and other specific policies. The frequency of engagement is appropriate to the nature of the relationship.



			C.			ORGANIZATIONAL STRUCTURE

Intertape Polymer Group Inc. is a holding company which owns various operating companies in the US, Canada and internationally. Intertape Polymer Inc., a Canadian corporation, is the principal operating company for the Company’s Canadian operations. Intertape Polymer Corp., a Delaware corporation, is the principal operating company for the Company’s US operations.

The table below lists for each of the subsidiaries of the Company, their respective place of incorporation or constitution, as the case may be, and the percentage of voting securities beneficially owned, or over which control or direction is exercised directly or indirectly by Intertape Polymer Group Inc.

Entity
Place of Incorporation
or Constitution
Proportion of Ownership
Interest and Voting Power Held as of:
December 31, 2019 December 31, 2018
Intertape Polymer Group Inc. Canada Parent Parent
Better Packages, Inc. Delaware 100% 100%
BP Acquisition Corporation ⁽¹⁾
Connecticut —% 100%
Cantech Industries, Inc. ⁽¹⁾
Delaware —% 100%
Capstone Polyweave Private Limited India 55% 55%
FIBOPE Portuguesa-Filmes Biorientados, S.A. Portugal 100% 100%
GPCP, Inc. Delaware 50.1% 50.1%
Intertape Polymer Corp. Delaware 100% 100%
Intertape Polymer Europe GmbH Germany 100% 100%
Intertape Polymer Inc. Canada 100% 100%
Intertape Polymer Japan GK Japan 100% 100%
Intertape Polymer Woven USA Inc. Delaware 100% 100%
Intertape Woven Products Services, S.A. de C.V. Mexico 100% 100%
Intertape Woven Products, S.A. de C.V. Mexico 100% 100%
IPG (US) Holdings Inc. Delaware 100% 100%
IPG (US) Inc. Delaware 100% 100%
IPG Luxembourg Finance S.à.r.l. ⁽²⁾
Luxembourg —% 100%
IPG Mauritius Holding Company Ltd Mauritius 100% 100%
IPG Mauritius II Ltd Mauritius 100% 100%
IPG Mauritius Ltd Mauritius 100% 100%
Polyair Canada Limited Canada 100% 100%
Polyair Corporation Delaware 100% 100%
Powerband Industries Private Limited India 100% 100%
Spuntech Fabrics Inc.* Canada 100% 100%


Entity	Place of Incorporation or Constitution	Proportion of Ownership Interest and Voting Power Held as of:
		December 31, 2021	December 31, 2020
Intertape Polymer Group Inc.	Canada	Parent	Parent
Better Packages, Inc.	Delaware	100%	100%
Capstone Polyweave Private Limited	India	55%	55%
FIBOPE Portuguesa-Filmes Biorientados, S.A.	Portugal	100%	100%
GPCP, Inc.	Delaware	50.1%	50.1%
Intertape Packaging UK Limited	Great Britain	100%	—%
Intertape Polymer Corp.	Delaware	100%	100%
Intertape Polymer Europe GmbH	Germany	100%	100%
Intertape Polymer Inc.	Canada	100%	100%
Intertape Polymer Japan GK	Japan	100%	100%
Intertape Polymer Woven USA Inc. (1)	Delaware	100%	100%
Intertape Woven Products Services, S.A. de C.V.	Mexico	100%	100%
Intertape Woven Products, S.A. de C.V.	Mexico	100%	100%
IPG Asia Private Limited (2)	India	100%	100%
IPG (US) Holdings Inc.	Delaware	100%	100%
IPG (US) Inc.	Delaware	100%	100%
IPG Mauritius Holding Company Ltd	Mauritius	100%	100%
IPG Mauritius II Ltd	Mauritius	100%	100%
IPG Mauritius Ltd	Mauritius	100%	100%
Nuevopak Global Limited	Hong Kong	100%	—%
Nuevopak GmbH	Germany	100%	—%
Nuevopak (Jiangmen) Environmental & Technology Company Ltd	China	100%	—%
Nuevopak Technology Company Limited	Hong Kong	100%	—%
Octo Packaging Limited	Hong Kong	100%	—%
Polyair Canada Limited	Canada	100%	100%
Polyair Corporation	Delaware	100%	100%
Spuntech Fabrics Inc.	Canada	100%	100%



*	~~Dormant~~
⁽¹⁾	~~Liquidated and dissolved as of December 31, 2019.~~
⁽²⁾	~~Liquidated and dissolved as of August 28, 2019.~~



*			D.Dormant
(1)			Merged out of existence on February 10, 2022.
(2)			Formerly known as Powerband Industries Private Limited ("Powerband").


			D.			PROPERTY, PLANTS AND EQUIPMENT

The table below lists the Company's material tangible fixed assets, including a description of the size and uses of the property, how the assets are held, the products produced, and the location, as of December 31, ~~2019:~~2021:

Location

Status

Use

Products Manufactured

Square Feet

Property
Size (Acres)

NORTH AMERICA

9999 Cavendish Boulevard,
Suite 200
St. Laurent, Quebec H4M 2X5

Leased

Corporate Headquarters

N/A

12,121

100 Paramount Drive, Suite 300
Sarasota, Florida 34232

Leased

Executive Headquarters

N/A

35,913

4 Hershey Drive
Ansonia, Connecticut 06401

Leased

Machine Assembly

Machinery

46,400

6035 Lagrange Boulevard SW
Atlanta, Georgia 30336

Leased

Manufacturing and Distribution

Mailers, Bubble Cushioning, Foam

105,600

300 Spencer-Mattingly Lane
Bardstown, Kentucky 40004

Leased

Manufacturing

Foam, Machinery

102,318

525 Wilson Parkway
Bardstown, Kentucky 40004

Owned

Manufacturing

Films, Air Pillows

15,000

7.76

1091 Carolina Pines Drive
Blythewood, South Carolina 29016

Owned

Manufacturing

Tapes (paper, duct, stencil), Mailers

350,000

33.83

1095 South 4th Avenue
Brighton, Colorado 80601

Leased

Manufacturing

BOPP Film, Carton Sealing Tape

Manufacturing & Office – 155,982
Warehouse –
27,500

2200 North McRoy Drive
Carbondale, Illinois 62901

Owned

Manufacturing

Tapes (carton sealing, electrical, filament, specialty)

190,324

29.9

495 Meadow Lane
Carlstadt, New Jersey 07072

Leased

Manufacturing

Mailers, Bubble Cushioning

75,000

1600 Kelly Boulevard #140
Carrollton, Texas 75006

Leased

Manufacturing

Bubble Cushioning

75,000

808 East 113th Street
Chicago, Illinois 60628

Leased

Manufacturing

Mailers, Bubble Cushioning, Air Pillows

145,182

2000 South Beltline Boulevard
Columbia, South Carolina 29201

Owned (1)

Idle

N/A

6 Buildings –
348,770

86.48

1692 Jenks Drive #102
Corona, California 92880

Leased

Manufacturing

Mailers, Bubble Cushioning, Reflective Packaging, Solar Blankets

129,200

1400 Rosemont Avenue
Cornwall, Ontario K6J 3E6

Owned

Manufacturing and Distribution

Tapes (carton sealing, duct, filament, masking, sheathing, specialty, sports)

206,236

39.38

360 Ringgold Industrial Parkway
Danville, Virginia 24540

Leased

Regional
Distribution
Center

N/A

199,600

1101 Eagle Springs Road
Danville, Virginia 24540

Owned

Manufacturing

Tapes (carton sealing, PE)
Films (stretch)

289,195

26.0

Location Status Use Products Manufactured Square Feet
Property
Size (Acres)
9999 Cavendish Boulevard,
Suite 200
St. Laurent, Quebec H4M 2X5
Leased Corporate Headquarters N/A 12,121
100 Paramount Drive, Suite 300
Sarasota, Florida 34232
Leased Executive Headquarters N/A 31,942
4 Hershey Drive
Ansonia, Connecticut 06401
Leased Machine Assembly Machinery 46,400
6035 Lagrange Boulevard SW
Atlanta, Georgia 30336
Leased Manufacturing and Distribution Mailers, Bubble Cushioning, Foam 105,600
300 Spencer-Mattingly Lane
Bardstown, Kentucky 40004
Leased Manufacturing Foam, Machinery 102,318
525 Wilson Parkway
Bardstown, Kentucky 40004
Owned Manufacturing Films 15,000 7.76
1091 Carolina Pines Drive
Blythewood, South Carolina 29016
Owned Manufacturing Tapes (paper, duct, stencil) 350,000 33.83
1095 South 4th Avenue
Brighton, Colorado 80601
Leased Manufacturing BOPP Film, Carton Sealing Tape
Manufacturing & Office – 155,982
Warehouse –
27,500

2200 North McRoy Drive
Carbondale, Illinois 62901
Owned Manufacturing Tapes (carton sealing, electrical, filament, specialty) 190,324 29.9
495 Meadow Lane
Carlstadt, New Jersey 07072
Leased Manufacturing Mailers, Bubble Cushioning 75,000
1600 Kelly Boulevard #140
Carrollton, Texas 75006
Leased Manufacturing Bubble Cushioning 75,000
808 East 113th Street
Chicago, Illinois 60628
Leased Manufacturing Mailers, Bubble Cushioning 145,182
2000 South Beltline Boulevard
Columbia, South Carolina 29201
Owned Idle N/A
7 Buildings –
499,770
86.48
1692 Jenks Drive #102
Corona, California 92880
Leased Manufacturing Mailers, Bubble Cushioning, Reflective Packaging, Solar Blankets 129,200
1400 Rosemont Avenue
Cornwall, Ontario K6J 3E6
Owned Manufacturing and Distribution Tapes (carton sealing, duct, filament, masking, sheathing, specialty, sports) 206,236 39.38
360 Ringgold Industrial Parkway
Danville, Virginia 24540
Leased
Regional
Distribution
Center
N/A 199,600
1101 Eagle Springs Road
Danville, Virginia 24540
Owned Manufacturing
Tapes (carton sealing, PE)
Films (stretch)
289,195 26.0
10101 Nordel Court
Delta, British Columbia V4G 1J8
Leased Manufacturing Engineered coated products 54,274

Location

Status

Use

Products Manufactured

Square Feet

Property
Size (Acres)

10101 Nordel Court
Delta, British Columbia V4G 1J8

Leased

Manufacturing

Engineered coated products

54,274

330 Humberline Drive
Etobicoke, Ontario M9W 1R5

Leased

Office and Manufacturing

Mailers, Bubble Cushioning, Reflective Packaging, Solar Blankets

131,566

1522 Twin Bridges Road
Everetts, North Carolina 27825

Owned

Manufacturing

Films (shrink)

91,238

11.30

317 Kendall Ave
Marysville, Michigan 48040

Owned

Manufacturing

Tapes (paper, specialty)

5 Buildings –
226,016

11.53

748 4th Street
Menasha, Wisconsin 54952

Owned

Office Building

N/A

16,251

0.80

741 4th Street
Menasha, Wisconsin 54952

Owned

Manufacturing

Tapes (water-
activated)

165,134

5.68

13722 Bill McGee Road
Midland, North Carolina 28107

Owned

Manufacturing

Tapes (water-
activated)

144,000

40.54

1407 The Boulevard, Suite E
Rayne, Louisiana 70578

Leased

Offices

N/A

1,472

3725 Faith Road
Salisbury, North Carolina 28146

Owned

Manufacturing and Distribution

Engineered Coated Products

41,465

3.21

101 E. State Parkway
Schaumburg, IL 60173

Leased

Machine Assembly

Machinery

35,000

1800 East Pleasant Street
Springfield, Ohio 45505

Owned

Manufacturing and Distribution

Engineered Coated Products

208,217

4.78

760 West 1000 North
Tremonton, Utah 84337

Owned

Manufacturing

Films (stretch, shrink)

115,000

17.00

50 Abbey Avenue
Truro, Nova Scotia B2N 5G6

Owned

Manufacturing

Engineered coated products

306,200

13.00

1800 Enterprise Boulevard
West Sacramento, California 95691

Leased

Warehouse

N/A

32,549

1536 Cty Rd O
Neenah, Wisconsin 54957

Leased

Distribution

N/A

114,650

543 Willow Street
Truro, Nova Scotia B2N 6T3

Leased

Warehouse

N/A

27,000

EUROPE

Estrada da Praia,
nº 1087 – 4740-696
Barqueiros, Barcelos, Portugal

Owned

Manufacturing
and Distribution

Films (shrink)

93,721

5.44

Philipp-Reis-Straße 5
24941 Flensburg
Germany

Leased

Office

N/A

1,453

Unit 1, Liberty Park, Newstead Road, Widnes, Cheshire, WA8 8GS, United Kingdom

Leased

(currently under construction) Manufacturing

Protective packaging (intention once operational)

108,091

ASIA

SP-1038, RIICO Industrial Area, Chopanki, Bhiwadi-301019, Rajasthan, India

Leased (2)

Manufacturing

Engineered coated products

150,000

5.97

354/3,4,5 Vapi-Kachigam Road
Daman, India 396210

Owned

Manufacturing
and Distribution

Tapes (carton sealing)

120,000

6.79

Plot # Z/103/B
Dahej SEZ - II
Lakhigam
Taluka: Vagra Dist, Bharuch

Leased (2)

Manufacturing
and Distribution

Tapes (carton sealing)

110,000

20.28

Location Status Use Products Manufactured Square Feet
Property
Size (Acres)
330 Humberline Drive
Etobicoke, Ontario M9W 1R5
Leased Office and Manufacturing
Mailers, Bubble Cushioning, Reflective Packaging, Solar Blankets 134,126
317 Kendall Ave
Marysville, Michigan 48040
Owned Manufacturing Tapes (paper, specialty)
5 Buildings –
226,016
11.53
748 4th Street
Menasha, Wisconsin 54952
Owned Office Building N/A 16,251 0.80
741 4th Street
Menasha, Wisconsin 54952
Owned Manufacturing
Tapes (water-
activated)
165,134 5.68
13722 Bill McGee Road
Midland, North Carolina 28107
Owned Manufacturing
Tapes (water-
activated)
144,000 40.54
1407 The Boulevard, Suite E
Rayne, Louisiana 70578
Leased Offices N/A 1,472
3725 Faith Road
Salisbury, North Carolina 28146
Owned Manufacturing and Distribution Engineered Coated Products 41,465 3.21
1800 East Pleasant Street
Springfield, Ohio 45505
Owned Manufacturing and Distribution Engineered Coated Products 208,217 4.78
760 West 1000 North
Tremonton, Utah 84337
Owned Manufacturing Films (stretch, shrink) 115,000 17.00
50 Abbey Avenue
Truro, Nova Scotia B2N 5G6
Owned Manufacturing Engineered coated products 306,200 13.00
1800 Enterprise Boulevard
West Sacramento, California 95691
Leased Warehouse N/A 32,549
Philipp-Reis-Straße 5
24941 Flensburg
Germany
Leased Office N/A 1,448
Lugar de Vilares-Barqueiros
4740-676 Barqueiros BCL
Barcelos, Portugal Owned Manufacturing
and Distribution Films (shrink) 35,500 5.40
SP-1038, RIICO Industrial Area, Chopanki, Bhiwadi-301019, Rajasthan, India
Leased ⁽¹⁾
Manufacturing Engineered coated products 150,000 5.97
Powerband
354/3,4,5 Vapi-Kachigam Road
Daman, India 396210 Owned Manufacturing
and Distribution Tapes (carton sealing) 120,000 6.79
Powerband
Plot # Z/103/B
Dahej SEZ - II
Lakhigam
Taluka: Vagra Dist, Bharuch
Leased ⁽¹⁾
Manufacturing
and Distribution Tapes (carton sealing) 110,000 20.28
SP4-319(A), RIICO Industrial Area
Karoli, Rajasthan, India
Leased ⁽¹⁾
Manufacturing Engineered coated products 220,000 14.80
1536 Cty Rd O
Neenah, Wisconsin 54957
Leased Distribution N/A 114,650
4 Kay Street
Scoudouc, New Brunswick E4P 0C8
Leased Warehouse N/A 50,000
543 Willow Street
Truro, Nova Scotia B2N 6T3
Leased Warehouse N/A 27,000
C 3/5, Prashant Vihar, Sector 14, Rohini, New Delhi - 110085 Leased Office N/A 100

Location

Status

Use

Products Manufactured

Square Feet

Property
Size (Acres)

Weiye Industrial Park (WIP) No. 86 Hongxing Road, Pengjiang District, Jiangmen City, Guangdong Province, China

Leased

Manufacturing

Machinery

2 Buildings - 53,125

SP4-319(A), RIICO Industrial Area
Karoli, Rajasthan, India

Leased (2)

Manufacturing

Engineered coated products

220,000

14.80


⁽¹⁾	(1)The Company has entered into a sales agreement that is expected to close during 2022. (2)The land is leased under a long lease term and the ~~manufacturing facility is owned by the Company.~~

~~In April of 2019, the Company announced it would close its Montreal, Quebec~~ manufacturing facility ~~located at 455 Cote-Vertu Boulevard, Montreal, Quebec H4N 1EB, transferring all manufacturing operations to its other existing manufacturing facilities. The Company completed~~is owned by the ~~closure of this manufacturing facility and terminated the lease at the end of 2019.~~Company.

~~On August 28, 2019, the Company dissolved the legal entity in Luxembourg, at which time it terminated the lease located at 20 Rue de Peupliers, L-2328 Luxembourg, Grand Duchy of Luxembourg.~~

We consider each of the properties in the table above to be adequate for its purpose and suitably utilized according to the individual nature and requirements of the relevant operations.

The Company also owns inventory that is temporarily located at facilities owned by various third-party logistics service providers. As these facilities are not owned or leased by the Company, they have been excluded from the summary table above.

The Company ~~continued to make~~made progress ~~in 2019~~through 2021 on several of its initiatives to improve productivity, increase capacity, and manufacture new products. Capital expenditures during ~~2017, 2018,~~2019, 2020, and ~~2019~~2021 totalled ~~$85.3~~$48.2 million, ~~$75.8~~$45.8 million, and ~~$48.2~~$81.3 million, respectively.

The Company typically relies upon cash flows from operations and funds available under the ~~2018~~2021 Credit Facility, Senior Unsecured Notes and other available borrowings to fund capital expenditures. In 2015 through ~~2019,~~2018, capital expenditures were also financed in part by the 2014 Revolving Credit Facility, in 2018 - 2021, capital expenditures were also financed in part by the 2018 Credit Facility and ~~2018~~in 2021, capital expenditures were also financed in part by the 2021 Credit Facility, the terms of which are summarized in Item 4.B. above.

For further details on capital expenditures regarding construction, expansion or improvement of above listed facilities, see Item 4.A. above.



Item 4A:			Unresolved Staff Comments

Not Applicable.


~~Item 5:~~	~~Operating and Financial Review and Prospects (Management's Discussion & Analysis)~~

Item 5:Operating and Financial Review and Prospects (Management's Discussion & Analysis)

Intertape Polymer Group Inc.

Management’s Discussion and Analysis

This Management’s Discussion and Analysis ("MD&A") is intended to provide the reader with a better understanding of the business, strategy and performance of Intertape Polymer Group Inc. (the "Company"), as well as how it manages certain risks and capital resources. This MD&A, which has been prepared as of March ~~12, 2020,~~10, 2022, should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto as of December 31, ~~2019~~2021 and ~~2018~~2020 and for the three-year period ended December 31, ~~2019~~2021 ("Financial Statements"). It should also be read together with the text below on forward-looking statements in the Section entitled "Forward-Looking Statements."

For the purposes of preparing this MD&A, the Company considers the materiality of information. Information is considered material if the Company believes at the time of preparing this MD&A that: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the common shares of the Company; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; and/or (iii) it would significantly alter the total mix of information available to investors. The Company evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Except where otherwise indicated, all financial information presented in this MD&A, including tabular amounts, is prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS" or "GAAP") and is expressed in US dollars ("USD") unless otherwise stated to be in Canadian dollars ("CDN") or Indian rupees ("INR"). Variance, ratio and percentage changes in this MD&A are based on unrounded numbers.

This MD&A contains certain non-GAAP and other specified financial measures ~~and key performance indicators~~ as defined under applicable securities legislation, including adjusted net earnings (loss), adjusted earnings (loss) per share, ~~return on equity,~~ EBITDA, adjusted EBITDA, total leverage ratio, consolidated secured net leverage ratio, and free cash ~~flows (please~~flows.Please see the "Adjusted Net Earnings (Loss), and Adjusted Net Earnings (Loss) Per ~~Share and Return on Equity"~~Share" section below for a description and reconciliation of adjusted net

earnings (loss), and adjusted earnings (loss) per share, “EBITDA and ~~return on equity “EBITDA,~~ Adjusted ~~EBITDA and Leverage Ratios”~~EBITDA” section below for a description and reconciliation of EBITDA and adjusted EBITDA, ~~and~~"Non-GAAP Ratios" for a description of total leverage ratio, consolidated secured net leverage ratio and ~~total leverage~~consolidated interest coverage ratio, and the "Free Cash Flows" and “Cash Flows” section below for a description and reconciliation of free cash flows). In determining these measures, the Company excludes certain items which are otherwise included in determining the comparable GAAP financial measures. The Company believes such non-GAAP and other specified financial measures are key performance indicators that improve the period-to-period comparability of the Company’s results and provide investors with more insight into, and an additional tool to understand and assess, the performance of the Company's ongoing core business operations. AsWhere required by applicable securities legislation, the Company has provided definitions of those measures and reconciliations of those measures to the most directly comparable GAAP financial measures. Investors and other readers are encouraged to review the related GAAP financial measures and the reconciliation of non-GAAP and other specified financial measures to their most directly comparable GAAP financial measures set forth below in the section entitled "Non-GAAP and Other Specified Financial ~~Measures and Key Performance Indicators"~~Measures"and should consider non-GAAP and other specified financial measures ~~and key performance indicators only~~ as a supplement to, and not as a substitute for or as a superior measure to, measures of financial performance prepared in accordance with GAAP.

Financial Highlights

(In millions of USD, except per share amounts, selected ratios, and ~~trading volume~~stock information)

(Unaudited)


	2021	2020	2019
	$	$	$
Operations
Revenue	1,531.5	1,213.0	1,158.5
Gross margin (1)	22.2	23.8	21.3
Net earnings attributable to Company shareholders (2)	67.8	72.7	41.2
Adjusted net earnings (3) (4)	118.5	92.2	61.2
Adjusted EBITDA (3)	247.2	211.1	172.2
Cash flows from operating activities	160.4	179.6	135.0
Free cash flows (3)	79.1	133.8	86.8
Capital expenditures (5)	81.3	45.8	48.2
Effective tax rate (6)	25.6	20.7	28.3


Per Common Share
IPG Net Earnings - diluted	1.12	1.22	0.70
Adjusted earnings - diluted (3) (4)	1.96	1.55	1.04
Dividend paid per share (7)	0.65	0.60	0.58
Financial Position
Working capital (8)	193.1	165.6	169.4
Total assets	1,333.8	1,109.6	1,025.7
Net debt (9)	529.0	473.5	501.8
Total equity attributable to Company shareholders	338.2	304.7	260.7
Cash and loan availability (10)	528.4	408.7	406.0
Selected Ratios
Current ratio (11)	1.6	1.7	2.0
Consolidated secured net leverage ratio (3) (10)	0.5	1.1	1.4
Total leverage ratio (3) (12)	2.1	2.2	2.9

2019 2018 2017
$ $ $
Operations
Revenue 1,158.5
1,053.0
898.1
Gross margin ⁽¹⁾
21.3 % 20.8 % 22.4 %
Net earnings attributable to Company shareholders ⁽²⁾
41.2
46.8
64.2
Adjusted net earnings ⁽³⁾
57.8
62.2
63.7
Adjusted EBITDA ⁽³⁾
172.2
140.9
129.6
Cash flows from operating activities 135.0
90.8
92.1
Free cash flows ⁽³⁾
86.8
15.0
6.8
Capital expenditures ⁽⁴⁾
48.2
75.8
85.3
Effective tax rate ⁽⁵⁾
28.3 % 17.4 % 16.9 %

Per Common Share
IPG Net Earnings - diluted 0.70
0.79
1.08
Adjusted earnings - diluted ⁽³⁾
0.98
1.05
1.07
Dividend paid per share ⁽⁶⁾
0.58
0.56
0.56
Financial Position
Working capital ⁽⁷⁾
169.4
186.5
135.3
Total assets 1,025.7
1,004.8
715.9
Net debt ⁽⁸⁾
501.8
481.3
270.4
Total equity attributable to Company shareholders 260.7
249.8
248.1
Cash and loan availability ⁽⁹⁾
406.0
393.9
186.6
Selected Ratios
Current Ratio ⁽¹⁰⁾
2.0
2.1
1.9
Secured Net Leverage Ratio ⁽³⁾ ⁽¹¹⁾
1.4
1.5
2.1
Total Leverage Ratio ^{(3) (12)}
2.9
3.2
2.1
Return on equity ⁽¹³⁾
22.6 % 25.0 % 26.3 %
Stock Information
Weighted average shares outstanding - diluted ⁽¹⁴⁾
58,989
59,084
59,588
Shares outstanding as of December 31 ⁽¹⁴⁾
59,010
58,650
58,800
The Toronto Stock Exchange (CDN$)
Share price as of December 31 16.62
16.92
21.49
High: 52 weeks 19.97
22.84
25.41
Low: 52 weeks 15.68
14.60
17.49


Stock Information (in thousands)
Weighted average shares outstanding - diluted	60,516	59,631	58,989
Shares outstanding as of December 31	59,285	59,027	59,010
The Toronto Stock Exchange (CDN$)
Share price as of December 31	26.32	24.14	16.62
High: 52 weeks	32.88	26.86	19.97
Low: 52 weeks	22.37	7.02	15.68

⁽¹⁾ Gross profit divided by revenue.

⁽²⁾ Net earnings attributable to Company shareholders ("IPG Net Earnings").


⁽³⁾	These are non-GAAP financial measures defined below and accompanied by a reconciliation to the most directly comparable GAAP financial measure. Refer to the section below entitled "Non-GAAP Financial Measures and Key Performance Indicators."

^{(3) Adjusted net earnings, adjusted earnings per share, adjusted EBITDA and free cash flows are non-GAAP financial measures, and consolidated secured net leverage ratio and total leverage ratio are non-GAAP ratios. Such measures are not standardized financial measures under GAAP and therefore may not be comparable to similar financial measures presented by other issuers. For definitions and a reconciliation to the most directly comparable GAAP financial measure, refer to the section below entitled "Non-GAAP and Other Specified Financial Measures" and "Cash Flows - Free Cash Flows".}

(4) Prior period amounts presented have been conformed to the current definition of adjusted net earnings which excludes the NCI Put Options Revaluation (defined later in this document).

(5) Purchases of property, plant and equipment.

⁽⁵⁾(6) Refer to the section below entitled "Income Taxes" and Note 5 – Income Taxes to the Company’s Financial Statements.

⁽⁶⁾(7) Dividends paid divided by weighted average basic shares outstanding.

⁽⁷⁾(8) Current assets less current liabilities.

⁽⁸⁾(9) Borrowings and lease liabilities, current and non-current, less cash.

⁽⁹⁾(10) Refer to the section below entitled "Liquidity and Borrowings".

⁽¹⁰⁾(11) Current assets divided by current liabilities.

⁽¹¹⁾

Secured borrowings and lease liabilities less cash, divided by adjusted EBITDA. Secured borrowings and lease liabilities are borrowings and lease liabilities, current and non-current, less Senior Unsecured Notes (defined in the section below entitled "Liquidity and Borrowings") and other unsecured debt. Adjusted EBITDA for the twelve months ending December 31, 2018 used in this calculation includes (i) pre-acquisition results for Polyair, Maiweave and Airtrax (defined later in this document) conformed to the Company's current definition of adjusted EBITDA, which is not normalized for expected run-rates and (ii) the pro forma effects of operating lease payments that were capitalized in accordance with new lease accounting guidance implemented on January 1, 2019.

⁽¹²⁾

(12) Net debt, divided by adjusted EBITDA. Adjusted EBITDA for the twelve months ending December 31, 2018 used in this calculation includes (i) pre-acquisition results for Polyair, Maiweave and Airtrax conformed to the Company's current definition of adjusted EBITDA, which is not normalized for expected run-rates and (ii) the pro forma effects of operating lease payments that were capitalized in accordance with new lease accounting guidance implemented on January 1, 2019.

⁽¹³⁾~~Adjusted net earnings~~ divided by ~~average total equity attributable to Company shareholders.~~adjusted EBITDA.

⁽¹⁴⁾~~In thousands.~~

~~2019~~2021 Share Prices


	High	Low	Close	ADV ⁽¹⁾		High	Low	Close	ADV (1)
The Toronto Stock Exchange (CDN$)					The Toronto Stock Exchange (CDN$)
Q1	19.97	16.64	18.15	177,744	Q1	31.23	22.37	28.00	270,212
Q2	19.32	17.50	18.41	141,133	Q2	32.88	27.07	28.74	166,415
Q3	19.34	16.97	17.25	115,885	Q3	32.76	26.11	27.55	139,668
Q4	17.88	15.68	16.62	155,416	Q4	30.64	23.95	26.32	191,576

1st Quarter 2nd Quarter
2019 2018 2017 2019 2018 2017
$ $ $ $ $ $
Revenue 277,823
237,229
207,120
295,609
249,072
210,158
Cost of sales 220,027
186,777
157,980
230,915
194,625
162,783
Gross profit 57,796
50,452
49,140
64,694
54,447
47,375
Gross margin 20.8 % 21.3 % 23.7 % 21.9 % 21.9 % 22.5 %
Selling, general and administrative expenses 32,683
29,123
25,974
36,433
27,653
28,717
Research expenses 3,168
3,221
2,978
3,023
3,233
2,643
35,851
32,344
28,952
39,456
30,886
31,360
Operating profit before manufacturing facility closures, restructuring and other related charges (recoveries) 21,945
18,108
20,188
25,238
23,561
16,015
Manufacturing facility closures, restructuring and other related charges (recoveries) 304
107
267
3,875
(407 ) 410
Operating profit 21,641
18,001
19,921
21,363
23,968
15,605
Finance costs (income)
Interest 7,693
2,462
1,148
8,565
3,945
1,283
Other (income) expense, net (655 ) 1,125
428
798
1,328
274
7,038
3,587
1,576
9,363
5,273
1,557
Earnings before income tax expense (benefit) 14,603
14,414
18,345
12,000
18,695
14,048
Income tax expense (benefit)
Current 1,175
988
2,693
5,977
765
2,753
Deferred 2,896
2,132
2,219
(439 ) 2,901
1,222
4,071
3,120
4,912
5,538
3,666
3,975
Net earnings 10,532
11,294
13,433
6,462
15,029
10,073
Net earnings (loss) attributable to:
Company shareholders 10,491
11,359
13,462
6,566
15,097
10,199
Non-controlling interests 41
(65 ) (29 ) (104 ) (68 ) (126 )
10,532
11,294
13,433
6,462
15,029
10,073
IPG Net Earnings per share
Basic 0.18
0.19
0.23
0.11
0.26
0.17
Diluted 0.18
0.19
0.22
0.11
0.26
0.17
Weighted average number of common shares outstanding
Basic 58,652,366
58,801,327
59,134,017
58,760,473
58,811,586
59,153,920
Diluted 58,924,107
59,146,693
60,202,147
58,955,643
59,103,899
59,557,443

Consolidated Quarterly Statements of Earnings

(In thousands of USD, except share and per share amounts)

(Unaudited)


	3rd Quarter						4th Quarter
	2021 (1)		2020		2019		2021		2020		2019
	$		$		$		$		$		$
Revenue	395,552		323,027		293,598		413,665		344,079		291,489
Cost of sales	308,699		238,917		229,535		332,378		255,599		231,167
Gross profit	86,853		84,110		64,063		81,287		88,480		60,322
Gross margin	22.0	%	26.0	%	21.8	%	19.7	%	25.7	%	20.7	%
Selling, general and administrative expenses	42,835		38,621		35,025		43,486		53,424		32,533
Research expenses	2,897		2,554		3,326		3,027		2,763		3,010
	45,732		41,175		38,351		46,513		56,187		35,543
Operating profit before manufacturing facility closures, restructuring and other related charges (recoveries)	41,121		42,935		25,712		34,774		32,293		24,779
Manufacturing facility closures, restructuring and other related charges (recoveries)	—		466		1,614		—		—		(657)
Operating profit	41,121		42,469		24,098		34,774		32,293		25,436
Finance costs
Interest	6,157		7,368		7,764		6,081		6,757		7,668
Other expense (income), net	3,684		1,296		(459)		12,231		3,188		3,630
	9,841		8,664		7,305		18,312		9,945		11,298
Earnings before income tax expense	31,280		33,805		16,793		16,462		22,348		14,138
Income tax expense (benefit)
Current	5,878		9,373		6,584		8,012		9,871		3,459
Deferred	(353)		(2,741)		(2,332)		(1,288)		(4,910)		(1,010)
	5,525		6,632		4,252		6,724		4,961		2,449
Net earnings	25,755		27,173		12,541		9,738		17,387		11,689
Net earnings attributable to:
Company shareholders	25,314		26,726		12,528		9,109		17,089		11,631
Non-controlling interests	441		447		13		629		298		58
	25,755		27,173		12,541		9,738		17,387		11,689
IPG Net Earnings per share
Basic	0.43		0.45		0.21		0.15		0.29		0.20
Diluted	0.42		0.45		0.21		0.15		0.28		0.20
Weighted average number of common shares outstanding
Basic	59,165,617		59,009,685		58,877,185		59,284,947		59,012,869		58,900,337
Diluted	60,579,770		59,745,118		59,058,758		60,568,005		60,083,664		59,027,917

(1)Certain prior period amounts, including net earnings and the Company's non-GAAP and other specified financial measures, have been adjusted to reflect the allocation of purchase proceeds related to the acquisition by the Company of Nuevopak Global Limited ("Nuevopak") on July, 30, 2021 ("Nuevopak Acquisition") as measured and reported in the fourth quarter of 2021. These results reflect all adjustments which are, in the opinion of management, necessary to present a fair statement of the results for these interim periods. These adjustments are of a normal recurring nature. See "Nuevopak Acquisition" below as well as the section below entitled “Non-GAAP and Other Specified Financial Measures.”

3rd Quarter 4th Quarter
2019 2018 2017 2019 2018 2017
$ $ $ $ $ $
Revenue 293,598
279,062
243,444
291,489
287,656
237,404
Cost of sales 229,535
221,719
192,575
231,167
231,015
183,381
Gross profit 64,063
57,343
50,869
60,322
56,641
54,023
Gross margin 21.8 % 20.5 % 20.9 % 20.7 % 19.7 % 22.8 %
Selling, general and administrative expenses 35,025
34,230
18,776
32,533
31,460
34,125
Research expenses 3,326
2,926
3,091
3,010
2,644
2,889
38,351
37,156
21,867
35,543
34,104
37,014
Operating profit before manufacturing facility closures, restructuring and other related charges (recoveries) 25,712
20,187
29,002
24,779
22,537
17,009
Manufacturing facility closures, restructuring and other related charges (recoveries) 1,614
5,777
216
(657 ) 1,583
466
Operating profit 24,098
14,410
28,786
25,436
20,954
16,543
Finance costs (income)
Interest 7,764
3,952
2,290
7,668
6,713
2,525
Other (income) expense, net (459 ) (1,497 ) 593
3,630
2,854
(4,693 )
7,305
2,455
2,883
11,298
9,567
(2,168 )
Earnings before income tax expense (benefit) 16,793
11,955
25,903
14,138
11,387
18,711
Income tax expense (benefit)
Current 6,584
(496 ) 2,253
3,459
(323 ) (1,064 )
Deferred (2,332 ) 2,742
4,378
(1,010 ) 1,093
(1,405 )
4,252
2,246
6,631
2,449
770
(2,469 )
Net earnings 12,541
9,709
19,272
11,689
10,617
21,180
Net earnings (loss) attributable to:
Company shareholders 12,528
9,663
19,244
11,631
10,634
21,319
Non-controlling interests 13
46
28
58
(17 ) (139 )
12,541
9,709
19,272
11,689
10,617
21,180
IPG Net Earnings per share
Basic 0.21
0.16
0.33
0.20
0.18
0.36
Diluted 0.21
0.16
0.32
0.20
0.18
0.36
Weighted average number of common shares outstanding
Basic 58,877,185
58,817,410
59,171,255
58,900,337
58,831,432
58,831,518
Diluted 59,058,758
59,081,293
59,527,823
59,027,917
59,055,824
59,154,509

Overview

The Company develops, manufactures and sells a variety of paper-and-film based pressure sensitive and water-activated tapes, ~~polyethylene~~stretch and ~~specialized polyolefin~~shrink films, protective packaging, engineered coated products and packaging machinery for industrial and retail use. The Company provides packaging and protective solutions for industrial markets in North America, Europe and other geographies.

The Company has assembled a broad range of products by leveraging its manufacturing technologies, research and development capabilities, global sourcing expertise and strategic acquisitions. Over the years, the Company has made a number of strategic acquisitions intended to offer a broader range of products to better serve its markets. The Company’s extensive product line permits the Company to offer tailored solutions to a wide range of end-markets. The Company's largest end-markets ~~including food processing,~~as of December 31, 2021 were: general manufacturing, ~~fulfillment, transportation,~~fulfillment/e-commerce, food and beverage, building and construction, ~~consumer, oil~~retail and ~~gas, agriculture, aerospace, appliance, sports and entertainment, marine, composites military and medical applications.~~transportation.(1)

COVID-19

In response to the coronavirus ("COVID-19") pandemic that began in December 2019, the Company implemented measures to prioritize the health and safety of its employees while protecting its assets, customers, suppliers, shareholders and other stakeholders. The Company instituted paid leave for all U.S. employees for certain COVID-19-related reasons, implemented remote work practices where possible, and added significant safety protocols for those needing to be on site at manufacturing facilities. The Company's COVID-19 safety practices can be grouped into four main areas:

•PROACTIVE COMMUNICATION: Portal to facilitate communication, including weekly COVID-19 updates for operations managers and town halls for all staff conducted by the Company's senior management.

•RESPONSE PLAN: Incident response and ‘ready-to-go’-resources including cleaning kits.

While the Company has delivered positive financial results to date, the pandemic could yet materially impact, and in certain ways has negatively impacted (see the discussion elsewhere in this document regarding supply chain challenges) the Company’s ability to manufacture, source (including the delivery of raw materials to its facilities) or distribute its products both domestically and internationally and reduce demand for its products, any of which could have a significant negative impact on the Company’s financial results in 2022 and beyond. Given the dynamic nature of the pandemic (including its duration and the severity of its impact on the global economy and the applicable governmental responses), the extent to which the COVID-19 pandemic impacts the Company’s future results will depend on unknown future developments and any further impact on the global economy and the markets in which the Company operates and sells its products, all of which remain highly uncertain and cannot be accurately predicted at this time.

Financial Summary

The Company achieved the revenue and adjusted EBITDA growth it expected in fiscal 2021 despite the challenges presented by significant, continued and widespread inflation in input costs, global supply chain constraints and labor shortages. Global supply chain disruptions, including those caused by COVID-19, ten-year highs in many commodity prices, weather-related events, transportation capacity limitations, port congestion, and energy consumption and intensity restrictions, have required the Company to modify supply plans, certify and source materials from new vendors, and increase selling prices to protect the dollar spread in an inflationary environment. As anticipated, these factors put pressure on the Company's margin percentages and required a significant investment in working capital. Demand remains strong and the Company continues to invest capital in additional capacity for its highest growth product categories.

The Company reported a ~~10.0%~~26.3% increase in revenue for the year ended December 31, ~~2019~~2021 as compared to the year ended December 31, ~~2018~~2020. Revenue increased for the year ended December 31, 2021 compared to 2020 primarily due to the impact of higher selling prices in all product categories driven by significant increases in the cost of raw materials and ~~a 1.3%~~freight. The full year increase was also due to an increase in ~~revenue for~~volume/mix primarily driven by organic growth in certain tape, films, woven, and protective packaging products, including continued strength in products with significant e-commerce end-market exposure, such as dispensing machines and water-activate tape, and the non-recurrence of COVID-19 related demand declines experienced in the second quarter of 2020.

Revenue increased 20.2% in the fourth quarter of ~~2019 as~~2021 compared to the fourth quarter of ~~2018. The increase in revenue for the year ended December 31, 2019 compared to the year ended December 31, 2018 was~~2020 primarily due to ~~additional revenue from~~ the ~~Polyair~~ ⁽¹⁾~~, Maiweave~~ ⁽²⁾,impact of higher selling prices and ~~Airtrax~~ ⁽³⁾ ~~acquisitions. The~~an increase in ~~revenue for the fourth quarter of 2019 compared to the fourth quarter of 2018 was~~volume/mix primarily ~~due to additional revenue from the Maiweave Acquisition.~~driven by certain tapes and dispensing machines.

Gross margin ~~increased~~decreased to ~~21.3%~~22.2% in the year ended December 31, ~~2019~~2021 as compared to ~~20.8%~~23.8% in ~~2018. Gross~~2020. The decline in gross margin ~~increased~~from the year ended December 31, 2021 compared to 2020 was primarily due to ~~an increase in spread between selling prices and combined raw material and freight costs, partially offset by~~ the ~~dilutive~~unfavourable mathematical impact of ~~the Polyair and Maiweave acquisitions and an unfavourable product mix.~~Dollar Spread Maintenance(2).

Gross margin ~~increased to 20.7% in the fourth quarter of 2019 compared~~decreased to 19.7% in the fourth quarter of ~~2018~~2021 compared to 25.7% in the fourth quarter of 2020. The decline in gross margin for the fourth quarter of 2021 compared to the fourth quarter of 2020 was primarily due to the unfavourable mathematical impact of Dollar Spread Maintenance and an increase in ~~spread between selling prices~~plant operating costs including costs associated with supply chain disruptions and ~~combined raw material and freight costs and~~labor shortages, partially offset by a favourable product ~~mix impact, partially offset by additional planned down-time in certain plants versus prior year to manage inventory levels.~~mix.

IPG Net Earnings for the year ended December 31, ~~2019~~2021 decreased to ~~$41.2~~$67.8 million ~~(0.70~~($1.15 basic and $1.12 diluted ~~IPG Net Earnings~~earnings per share) from ~~$46.8~~$72.7 million ~~(0.79~~($1.23 basic and $1.22 diluted ~~IPG Net Earnings~~earnings per share) for the year ended December 31, ~~2018.~~2020. The decrease was primarily due to (i) an increase in ~~interest expense~~finance costs mainly ~~resulting from higher average debt outstanding~~due to the 2018 Senior Unsecured Notes Redemption Charges(3), the non-recurrence of the Nortech Contingent Consideration Gain(4) and ~~higher average cost of debt,~~an increase in the NCI Put Options Revaluation(5), and (ii) ~~additional~~an increase in selling, general and administrative expenses ("SG&A") ~~from the Polyair and Maiweave acquisitions and (iii) an increase in income tax expense~~ mainly due to the ~~elimination~~growth of ~~certain tax benefits~~the business in 2021 and the non-recurrence of cost saving measures implemented in response to COVID-19 related ~~to intercompany debt.~~uncertainty in 2020. These unfavourable impacts were partially offset by an increase in gross profit, as well as a reduction in manufacturing facility closures, restructuring, and other related charges mainly related to higher one-time, non-cash impairments from the closure of the Johnson City, Tennessee manufacturing facility in 2018.profit.

IPG Net Earnings for the fourth quarter of ~~2019~~2021 totalled ~~$11.6~~$9.1 million ~~(0.20~~($0.15 basic and diluted ~~IPG Net Earnings~~earnings per share) compared to ~~$10.6~~$17.1 million ~~(0.18~~($0.29 basic and $0.28 diluted ~~IPG Net Earnings~~earnings per share) for the fourth quarter of ~~2018.~~2020. The ~~increase~~decrease was primarily due to (i) an increase in gross profit and (ii) a reduction in manufacturing facility closures, restructuring and other related charges mainly due to a reversal of impaired inventory in the fourth quarter of 2019 as compared to impairment of property, plant and equipment in the fourth quarter of 2018. These favourable impacts were partially offset by (i) an increase in finance costs mainly due to ~~the re-valuation of the non-controlling interest put options associated with Capstone~~ ⁽³⁾ ~~resulting from a positive outlook following the successful completion of the woven products greenfield manufacturing facility, (ii)~~ an increase in ~~income tax expense~~the NCI Put Options Revaluation and ~~(iii) an increase~~a decrease in gross profit. These unfavourable impacts were partially offset by a decrease in SG&A mainly due to ana decrease in the fair value of cash-settled share-based compensation awards in the fourth quarter of 2021 compared to a significant increase in ~~discretionary defined contribution plan contributions.~~the fourth quarter of 2020.

As of December 31, 2021, the Company modified its definition of adjusted net earnings(6) to also exclude the NCI Put Options Revaluation. The NCI Put Options Revaluation has been excluded because it is not considered by management to be representative of the Company's underlying core operating performance as it is a non-operating, non-cash adjustment. Prior period amounts presented have been conformed to the current definition of adjusted net earnings.

Adjusted net earnings⁽⁴⁾ ~~decreased~~ increased to ~~$57.8~~$118.5 million ($~~0.98~~2.00 basic and $1.96 diluted adjusted earnings per share⁽⁴⁾(6)) for the year ended December 31, ~~2019~~2021 from ~~$62.2~~$92.2 million ($~~1.06~~1.56 basic ~~adjusted earnings per share~~ and ~~$1.05~~$1.55 diluted adjusted earnings per share) for the year ended December 31, ~~2018.~~2020. The ~~decrease~~increase was primarily due to an increase in ~~(i) interest expense, (ii) income tax expense and (iii) SG&A,~~gross profit, partially offset by ~~organic growth~~increases in ~~gross profit as well as adjusted net earnings contributed by the Polyair~~SG&A and ~~Maiweave acquisitions.~~

income tax expense.

Adjusted net earnings decreased to ~~$13.6~~$26.2 million ($~~0.23~~0.44 basic adjusted earnings per share and $0.43 diluted adjusted earnings per share) for the fourth quarter of ~~2019~~2021 from ~~$14.2~~$34.8 million ($~~0.24~~0.59 basic adjusted earnings per share and $0.58 diluted adjusted

earnings per share) for the fourth quarter of ~~2018.~~2020. The decrease was primarily due to an increase in ~~(i)~~ SG&A ~~(ii) finance costs mainly due to the re-valuation of the non-controlling interest put options associated with Capstone resulting from~~ and a ~~positive outlook following the successful completion of the woven products greenfield manufacturing facility and (iii) income tax expense, partially offset by organic growth~~decrease in gross profit.

Adjusted EBITDA⁽⁴⁾(6) increased to ~~$172.2~~$247.2 million for the year ended December 31, ~~2019~~2021 from ~~$140.9~~$211.1 million for the year ended December 31, ~~2018.~~2020. The increase was primarily due to ~~(i) organic growth~~an increase in gross profit, (ii) adjusted EBITDA contributed by the Polyair and Maiweave acquisitions and (iii) the favorable impact of operating lease payments totalling $7.1 million that were capitalized in accordance with new lease accounting guidance. These favourable impacts were partially offset by an increase in SG&A.

Adjusted EBITDA ~~increased~~decreased to ~~$43.8~~$58.2 million for the fourth quarter of ~~2019~~2021 from ~~$38.5~~$67.7 million for the fourth quarter of ~~2018.~~2020. The ~~increase~~decrease was primarily due to ~~(i) organic growth~~an increase in SG&A and a decrease in gross profit.

(1)Represents management estimates as the Company does not have access to exact point of sale data.

(2)The "Dollar Spread Maintenance" refers to the Company's objective of maintaining the dollar spread between selling prices and the cost of raw materials and freight in an inflationary environment by attempting to increase selling prices to offset those higher costs. When this objective is successfully met, the result is a reduction in margin percentages due to the mathematical effect of having a constant dollar profit ~~(ii) the favorable impact~~per unit on a higher revenue per unit. The opposite would be expected to occur in a deflationary input cost environment.

(3)The "2018 Senior Unsecured Notes Redemption Charges" refers to debt issuance costs of ~~operating lease payments totalling $1.8~~$3.6 million that were ~~capitalized~~written off, as well as an early redemption premium and other costs of $14.4 million recorded in ~~accordance~~the second quarter of 2021 in connection with ~~new lease accounting guidance~~the redemption of the $250 million 7.00% senior unsecured notes that were scheduled to mature on October 15, 2026 (the "2018 Senior Unsecured Notes"). For additional information, see the "Liquidity and ~~(iii) adjusted EBITDA contributed~~Borrowings" section below.

(4)The "Nortech Contingent Consideration Gain" refers to the fair value adjustment recorded in the second quarter of 2020 related to the potential earn-out consideration obligation associated with the Nortech Acquisition. The "Nortech Acquisition" refers to the acquisition by the ~~Maiweave Acquisition. These favourable impacts were partially offset~~Company of substantially all of the operating assets of Nortech Packaging LLC and Custom Assembly Solutions, Inc. (together "Nortech") on February 11, 2020.

(5)The "NCI Put Options Revaluation" refers to the valuation adjustment made to non-controlling interest put options. Refer to Note 24 – Financial Instruments to the Company’s Financial Statements.

(6)Non-GAAP financial measure. For definitions and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures, see “Non-GAAP and Other Specified Financial Measures” below.

Other Highlights

Syfan USA Acquisition

On January 13, 2022, the Company acquired substantially all of the operating assets of Syfan Manufacturing, Inc. ("Syfan USA") for $18.0 million, subject to post-closing adjustments. The Company financed the acquisition with funds available under its 2021 Credit Facility (defined later in this document). Syfan USA manufactures polyolefin shrink film products at a facility in Everetts, North Carolina, serving customers in a variety of end use applications. The acquisition of Syfan USA is expected to expand the Company’s existing shrink film production capacity in North America, allowing the Company to better service the growing demand of its customer base.

Acquisition by Clearlake

On March 7, 2022, the Company entered into a definitive agreement to be acquired by an ~~increase~~affiliate of Clearlake Capital Group, L.P. (together with certain of its affiliates, “Clearlake”). Under the terms of the agreement, Clearlake agreed to acquire the outstanding shares of the Company for CDN$40.50 per share in ~~SG&A.~~


⁽¹⁾	~~"Polyair Acquisition" refers to the acquisition by the Company of 100% of the outstanding equity in Polyair Inter Pack, Inc. ("Polyair") on August 3, 2018.~~


⁽²⁾	~~"Maiweave Acquisition" refers to the acquisition by the Company of substantially all of the operating assets of Maiweave LLC ("Maiweave") on December 17, 2018.~~


⁽³⁾	"Airtrax" refers to the acquisition by the Company of substantially all of the assets and assumption of certain liabilities of Airtrax Polymers Private Limited (doing business as "Airtrax") on May 11, 2018 as part of a larger transaction involving Capstone Polyweave Private Limited (doing business as “Capstone”) and its minority shareholders.


⁽⁴⁾	Non-GAAP financial measure. For definitions and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures, see “Non-GAAP Financial Measures and Key Performance Indicators” below.

~~Other Highlights~~an all-cash transaction valued at approximately US$2.6 billion, including net debt. Upon completion of the transaction, the Company will become a privately held company. The transaction, which will be effected pursuant to a court-approved plan of arrangement, is expected to close in the third quarter of 2022. The transaction is not subject to a financing condition but is subject to customary closing conditions, including receipt of shareholder, regulatory and court approvals.

Dividend Declaration

On March ~~12, 2020,~~10, 2022, the Board of Directors ~~declared~~declared a dividend of ~~$0.1475~~$0.17 per common share payable on March 31, ~~2020~~2022 to shareholders of record at the close of business on March ~~23, 2020.~~21, 2022.

On August ~~7, 2019,~~10, 2021, the Board of Directors ~~amended the Company's quarterly policy to increase~~increased the annualized dividend by ~~5.4%~~7.9% from ~~$0.56~~$0.63 to ~~$0.59~~$0.68 per common share. The Board's decision to increase the dividend was based on the Company's strong financial position and positive outlook.

~~Cantech Acquisition Synergies~~

~~As part~~Sustainability

The Company continues to embrace sustainability as a key strategy to drive operational excellence. The Company's core sustainability goals and commitments include:

• 75% of ~~a plan to realize operational synergies gained from~~ the ~~acquisition of Canadian Technical Tape Ltd. ("Cantech "), which was completed in July 2017 ("Cantech Acquisition"),~~products manufactured by the Company, ~~closed~~by revenue, will be Cradle to Cradle Certified™ by 2025;

• 75% of packaging products manufactured by the Company, by revenue, will be recyclable, reusable, or compostable by 2025 and 100% by 2030;

• 50% of the energy used by the Company, at a minimum, will be renewable by 2030;

•25% reduction in water withdrawal by 2030 (using 2019 as the baseline year);

•25% reduction in energy intensity by 2030 (using 2019 as the baseline year);

•30% reduction in CO2 emissions by 2030 (using 2019 as the baseline year);

•committed to net-zero emissions by 2040 in line with the Climate Pledge, an initiative co-founded by Amazon and Global Optimism, as well as the Business Ambition for 1.5°C campaign by Science Based Targets initiative;

•the Company's workforce will be reflective of the demographics in the communities in which it operates by 2030; and

•the top 200 people leaders at IPG will complete training and a management development program centered on inclusivity and diversity.

In June 2021, the Company published its ~~Johnson City, Tennessee~~2020 annual sustainability report, titled “Our Circular Economy”. The report provides an overview of the Company’s sustainability progress in 2020 and highlights future opportunities. The Company's achievements in 2021 include:

•Achieved Cradle to Cradle Certified™ Bronze level for Intertape® Acrylic Carton Sealing Tape and Intertape® Hot Melt Carton Sealing Tape.

•Awarded the U.S. Environmental Protection Agency's 2021 ENERGY STAR® Partner of the Year - Sustained Excellence(1) designation for the sixth consecutive year.

•Achieved the U.S. Environmental Protection Agency's ENERGY STAR® Challenge for Industry Award for the fifth time at the Carbondale, Illinois manufacturing facility.

•Earned the U.S. Environmental Protection Agency's 2021 ENERGY STAR® Award for superior energy performance at the Danville, Virginia regional distribution center.

•Achieved ISO 50001 certification for the energy management system in place at the Danville, Virginia manufacturing facility atand regional distribution center.

•Partnered with the ~~end~~U.S. Department of ~~2018~~Energy Better Buildings® Low Carbon Pilot, a two year program designed to demonstrate real world successes in achieving low carbon emissions from building and ~~its Montreal, Quebec~~ manufacturing ~~facility at~~operations.

•Partnered with the ~~end of 2019. The production at both facilities, which was primarily carton sealing tape, was transferred~~Sustainable Packaging Coalition and How2Recycle® program in an effort to other existing manufacturing facilities. The Company estimated these closures would generate a combined annual cost savings of between $2.5 and $3.5 million by reducing its manufacturing overhead footprint while simultaneously improving machine utilization in its existing plants. As a result, total annual synergies gained from the Cantech Acquisition were expectedensure recycling instructions are communicated to be between $3.5 and $6.0 million by the end of 2019. As of December 31, 2019, the Company achieved annual synergies near the low end of this range. While the Company achieved the expected synergies from the facility closures, these were partially offset by unexpected inefficienciescustomers in the ~~remaining operation.~~

most effective manner. As a result of this collaboration, StretchFLEX® and SuperFLEX® stretch films qualified as store drop-off recyclable per the ~~closures,~~How2Recycle® guidelines.

•Achieved Cradle to Cradle Certified™ Silver level for Curby® Mailer HD and the ~~Company expected 2019 closure costs~~Curby® Cushioning Solutions family of products.

•Supported customer sustainability initiatives with cradle to ~~include an estimated one-time charge~~cradle certification of ~~approximately $1.5 million primarily for non-cash impairments~~private label water-activated tape.

•Submitted its first report to CDP Climate and received a B score, which is above the industry average, on the comprehensiveness of ~~property, plant~~disclosure, awareness and ~~equipment~~management of environmental risks and inventory, and approximately $3.9 million in cash charges. Charges incurred during the year ended December 31, 2019 totalled $5.1 million and were composed of $0.8 million in non-cash impairments of property, plant and equipment and inventory, as well as, $4.3 million in cash charges mainly related to termination benefits, restoration and ongoing idle facility costsbest practices associated with environmental leadership.

•Signed the ~~Cantech closures. Additional charges of $0.2 million are expected in 2020 as post-closure activities are completed in Montreal, Quebec.~~ CEO Water Mandate making an aspirational pledge to advance water stewardship across six commitment areas including direct operations, public policy and transparency, and submit annual progress reports.

Read the full report at www.itape.com/sustainability.

~~Integration of Other Acquisitions~~

~~Regarding~~

Nuevopak Acquisition

On July 30, 2021, the Polyair integration, the Company progressed well on cost savings initiatives, but continued to experience some headwinds on revenue synergies. The headwinds on revenue synergies were initially related to some packaging changes occurring in the e-commerce channel, but now are believed to be more related to general softness in the macro-economic environment. The achievement of the targeted total synergies for this acquisition will be dependent on the successful ramp up in sales of certain new protective packaging products which are expected to gain traction through fiscal 2020.

The integration of Maiweave is proceeding as planned. Contributions are exceeding expectations by nearly double, primarily due to focused execution and leveraging the legacy woven products and the Capstone asset base.

~~Indian Greenfield Manufacturing Facilities~~

The Company successfully completed the Capstone woven products greenfield manufacturing facility in Karoli, India which after a brief ramp up period is now operating at full capacity. As expected, given the extended supply chain in transiting product to our North American manufacturing facilities for use in production and order fulfillment, the Company began to realize the associated contribution to results in the third quarter of 2019. The benefits realized in the second half of 2019 were consistent with the Company's expectations and management remains confident it will achieve its hurdle rate of an after-tax internal rate of return of 15%. Total project expenditures since inception totalled approximately $28.7 million at December 31, 2019.

~~The~~ Company completed the ~~commissioning~~acquisition of production processes associated with the greenfield carton sealing tape manufacturing facility in Dahej, India. Total project expenditures since inception totalled approximately $21.4 million as of December 31, 2019. Subsequent production ramp up to optimal operating efficiency and order book generation is expected to be slower than initially anticipated and as a result, sales from this manufacturing facility did not make a significant contribution to results in 2019 and is not expected to in 2020. Most of the production volume of hot melt carton sealing tape expected to be produced in Dahej for the North American market is currently being produced more profitably in the Danville, Virginia manufacturing facility. The Company does not expect to achieve an after-tax internal rate of return greater than 15% on this investment based on the original plan for the facility but continues to assess plans to optimize this asset.

~~Nortech Packaging Acquisition~~

~~On February 11, 2020, the Company acquired substantially all of the operating assets of Nortech Packaging LLC and Custom Assembly Solutions, Inc. (together "Nortech"~~Nuevopak Global Limited (“Nuevopak”) (the "Nuevopak Acquisition") for ~~an aggregate purchase price~~$43.0 million in total estimated consideration. This amount includes $34.7 million paid at closing (net of ~~approximately $36.5 million, subject to certain post-closing adjustments~~cash received) and potential earn-out consideration of up to ~~$12~~$8.3 million ~~contingent upon certain future performance measures of the acquired assets~~ to be ~~determined following~~paid upon the ~~two-year anniversary~~achievement of certain operational milestones within three years from the date of closing. The Company financed the acquisition ~~date. In the twelve months prior~~with funds available under its 2021 Credit Facility (defined later in this document).

Nuevopak designs and develops a range of machines that provide void-fill and cushioning protective packaging solutions primarily targeting protective paper packaging solutions. Prior to the acquisition, ~~date, Nortech's sales were approximately $20 million~~Nuevopak supplied the Company with ~~adjusted EBITDA (as determined consistent~~paper dispensing machines and converted paper for protective packaging distribution in North America. Nuevopak is headquartered in Hong Kong with subsidiaries in Jiangmen, China and Scheden, Germany that serve customers around the world, providing protective packaging solutions using a combination of world-class innovation and specialized industry experience.

This acquisition is expected to further strengthen the Company's ~~definition)~~product bundle and secure a broader suite of ~~$5.5 million.~~sustainable packaging solutions, thereby supporting the Company’s vision to be a global leader in packaging and protective solutions. The ~~upfront purchase price represents an adjusted EBITDA multiple of 6.6x. The purchase price, when including~~acquisition is also expected to enable the ~~tax basis step-up value, represents an adjusted EBITDA multiple of 5.7x without any consideration given~~Company to ~~potential revenue synergies. The potential earn-out consideration does not impact the adjusted EBITDA multiples.~~ secure dispensing machine supply, vertically integrate its paper converting operation, and expand market share in this growing, sustainability-focused market.

The Company expects to achieve a post-synergy adjusted EBITDA acquisition multiple on the ~~acquisition~~Nuevopak transaction that is approximately 5x by 2023. In management’s view, the post-synergy multiple is more representative of the contribution Nuevopak can offer within the Company, compared to Nuevopak’s current modest contribution on a stand-alone basis given its early stage growth profile. Expected cost synergies include margin expansion through the vertical integration of the Company’s paper converting operations, as well as savings on future capital expenditures by leveraging Nuevopak’s strategic parts sourcing and assembly capabilities. The Company also believes additional revenue synergies will ~~be accretive~~materialize as it continues to ~~net earnings~~scale its protective packaging business across multiple market verticals, led by the continued demand growth in ~~2020 excluding deal costs, integration costs~~the e-commerce fulfillment vertical and ~~noncash purchase accounting adjustments.~~customer preferences for sustainable packaging solutions. In total, deal and integration costs are expected to be approximately ~~$2.4~~$2 to $3 million, ~~excluding non-cash purchase price accounting adjustments,~~ with the majority of these costs expected to be recognized by the end of ~~2020.~~ 2022.

The ~~Company funded the acquisition with funds available under the Company's 2018 Credit Facility (defined later in this document).~~

Nortech manufactures, assembles and services automated packaging machines under the Nortech Packaging and Tishma Technologies brands. The custom-infeed and robotic solutions for packaging applications that the Company acquired from Nortech are designed for cartoning, case-packing, case-erecting, pouch-packaging and palletizing. Based in the greater Chicago, Illinois area, Nortech services customers worldwide across major industries including food, pharmaceutical, e-commerce, confections, personal care and cosmetics, and beverage. The acquisition expandsNuevopak Acquisition’s impact on the Company’s product bundle into technologies that the Company believes are increasingly critical to automation in packaging. Automation system design and service are key capabilities in growing markets like e-commerce. With an installed fleetconsolidated earnings was as follows (in millions of more than 400 machines, the acquisition provides the Company with opportunities to supply its consumable products such as tapes, films and protective packaging to the existing fleet, as well as deploy system-selling for new customers combining machines with such ongoing consumables. The acquisition adds engineering automation and integrated robotic design talent to the Company’s existing engineering and design teams. The Company expects these new capabilities will allow it to service customers experiencing growth pressures that require a customized automation solution.USD):


	Three months ended December 31, 2021	July 31 through December 31, 2021
	$	$
Revenue	0.8	2.9
Net loss	0.6	0.8

~~Outlook~~

~~The Company's expectations for fiscal year 2020, including the impact of the Nortech Acquisition and excluding any additional merger and acquisitions activity that takes place in 2020, are as follows:~~

Revenue in 2020 is expected to be between $1,135 and $1,200 million. This range reflects expectations for the remainder of 2020, rather than the first quarter of 2020 as the COVID-19 virus effects have not materially impacted results to date. The outlook range reflects management's best estimate as of March 12, 2020 of potential uncertainties over the remainder of 2020 given COVID-19. The range excludes any significant unforeseen fluctuations in raw material prices which can have a direct impact on selling prices.

Adjusted EBITDA for 2020 is expected to be between $160 and $185 million. As in previous years, the Company expects adjusted EBITDA to be proportionately higher in the second, third and fourth quarters of the year relative to the first quarter due to the effects of normal seasonality. The Company expects adjusted EBITDA in the first quarter of 2020 to be lower than the first quarter of 2019 mainly due to the timing of facility down-time and inventory planning initiatives.

Total capital expenditures for 2020 are expected to be between $30 and $40 million. Management has proactively reduced its planned capital expenditures as a precautionary measure given market uncertainty caused by COVID-19.

Free cash flows for 2020 are expected to be between $90 and $110 million. As in previous years, the Company expects free cash flows to be negative in the first quarter and progressively increase throughout the year with the majority being generated in the fourth quarter due to the normal seasonality of working capital requirements.

The Company expects a 25% to 30% effective tax rate for 2020, excluding the potential impact of changes in the mix of earnings between jurisdictions, and cash taxes paid in 2020 to approximate income tax expense which reflects the decreased availability of tax attributes in the form of tax credits and loss carryforwards.

The company is providing wider revenue and adjusted EBITDA ranges to reflect the uncertainty of the currently unknown and potential effects of COVID-19, which represent management's best estimate as of March 12, 2020. The Company could experience higher than expected growth in 2020 from products being supplied into e-commerce customer channels (such as water-activated tape and protective packaging). The Company may also experience headwinds via reduced demand in industrial tape and woven products as well as supply chain disruptions stemming from the effects of COVID-19. Management will update the outlook range as needed on a quarterly basis through the course of 2020 as additional information becomes available.

The above description of the Company's 2020 financial outlook in this MD&A is based on management's current views, strategies, assumptions and expectations concerning growth opportunities, the potential impact of COVID-19, as well as management's assessment of the opportunities for the Company and its industry. The purpose of disclosing this outlook is to provide investors with more information concerning the fiscal impact of the Company's business initiatives and growth strategies. The above description of the Company's 2020 outlook is forward-looking information for the purposes of applicable securities laws in Canada and readers are therefore cautioned that actual results may vary from those described above. Refer to the section below entitled "Forward-Looking Statements" as well as "Item 3. Key Information - Risk Factors," located in the Company’s annual report on Form 20-F for the year ended December 31, 2018 for a reference to the risks and uncertainties impacting the Company that could cause actual results to vary.

Results of Operations

Revenue

Revenue for the year ended December 31, ~~2019~~2021 totalled ~~$1,158.5~~$1,531.5 million, a ~~$105.5~~$318.4 million or ~~10.0%~~26.3% increase from ~~$1,053.0~~$1,213.0 million for the year ended December 31, ~~2018,~~2020, primarily due to:

~~Additional revenue of $107.5 million from the Polyair, Maiweave, and Airtrax acquisitions;~~

•The impact of higher selling prices of approximately ~~$1.9~~$162 million ~~primarily~~across all product lines driven by increases in ~~certain tape products partially offset by a decline in price for certain film products;~~the cost of raw materials and freight;

•An increase in volume/mix of approximately ~~$0.5~~12% or $143 million primarily driven by organic growth in certain tapes, machines, films, woven, and protective packaging products, including continued strength in products with significant e-commerce end-market exposure such as dispensing machines and water-activated tape, and ~~films which are each product categories directly~~the non-recurrence of COVID-19 related todemand declines experienced in the ~~Company's recent strategic investments. This increase was offset significantly by declines in a retail tape product line, certain industrial tapes,~~second quarter of 2020; and ~~equipment products.~~

~~Partially offset by:~~

~~An unfavourable~~•A favourable foreign exchange impact of ~~$4.4~~$11 million.

Revenue for the year ended December 31, ~~2018~~2020 totalled ~~$1,053.0~~$1,213.0 million, a ~~$154.9~~$54.5 million or ~~17.2%~~4.7% increase from ~~$898.1~~$1,158.5 million for the year ended December 31, ~~2017,~~2019, primarily due to:

•An increase in volume/mix of approximately 4.7% or $54.0 million primarily driven by increased demand in products with significant e-commerce or building and construction end-market exposure, including water-activated tape, protective packaging, and certain other tape products; and

•Additional revenue of ~~$91.4~~$11.7 million from the ~~Cantech, Polyair, and Airtrax acquisitions;~~Nortech Acquisition.

~~An increase in average selling price, including the impact of product mix, of approximately 5.3% or $47.6 million primarily due to:~~

~~price increases mainly to mitigate input cost increases in certain tape, film, and woven products; and~~

~~a favourable product mix variance in the Company’s tape and film product categories; and~~

~~An increase in sales volume of approximately 1.8% or $15.9 million primarily due to an increase in demand for certain woven, film, and tape products.~~

~~Revenue for the fourth quarter of 2019 totalled $291.5 million, a $3.8 million or 1.3% increase from $287.7 million for the fourth quarter of 2018, primarily due to:~~

•~~Additional revenue of $7.5 million due to the Maiweave Acquisition;~~

Partially offset by:

A decrease in volume/mix of approximately 0.8% or $2.3 million driven by certain carton sealing and industrial tapes. This decrease was partially offset by an increase in water activated tape and film products;

•The impact of lower selling prices of approximately ~~$1.2~~$10.3 million primarily in ~~film~~films, woven products, ~~partially offset by increased price in~~and certain carton sealing tape ~~products; and~~products as a result of lower cost raw materials experienced through a portion of the year.

~~An unfavourable foreign exchange~~Revenue for the fourth quarter of 2021 totalled $413.7 million, a $69.6 million or 20.2% increase from $344.1 million for the fourth quarter of 2020, primarily due to:

•The impact of ~~$0.2 million.~~higher selling prices of approximately $62 million across all product lines driven by increases in the cost of raw materials and freight; and

•An increase in volume/mix of approximately 2% or $7 million primarily driven by certain tapes, woven products, and dispensing machines.

Gross Profit and Gross Margin

Gross profit totalled $340.0 million for the year ended December 31, 2021, a $51.2 million or 17.7% increase from $288.8 million for the year ended December 31, 2020. Gross margin was 22.2% in 2021 and 23.8% in 2020.

•Gross profit increased primarily due to a favourable product volume/mix and an increase in spread between selling prices and combined raw material and freight costs, partially offset by unfavourable performance of the Nortech Acquisition and the unfavourable impacts of supply chain disruptions and labor shortages.

•Gross margin decreased primarily due to the unfavourable mathematical impact of Dollar Spread Maintenance.

Gross profit totalled $288.8 million for the year ended December 31, 2020, a $41.9 million or 17.0% increase from $246.9 million for the year ended December 31, ~~2019, a $28.0 million or 12.8% increase from $218.9 million for the year ended December 31, 2018.~~2019. Gross margin was 23.8% in 2020 and 21.3% in ~~2019 and 20.8% in 2018.~~2019.

•Gross profit increased primarily due to an increase in spread between selling prices and combined raw material and freight costs, ~~and additional gross profit from the Polyair, Maiweave, and Airtrax acquisitions. These~~a favourable ~~impacts were partially offset by an unfavourable~~ product volume/~~mix.~~mix, and favourable plant performance driven by increased scale providing leverage on both fixed costs and recent investments.

•Gross margin increased primarily due to an increase in spread between selling prices and combined raw material and freight costs, ~~partially offset~~and favourable plant performance driven by ~~the dilutive impact of the Polyair and Maiweave acquisitions and an unfavourable product mix.~~increased scale.

Gross profit totalled ~~$218.9~~$81.3 million for the ~~year ended December 31, 2018,~~fourth quarter of 2021, a ~~$17.5~~$7.2 million or ~~8.7% increase~~8.1% decrease from ~~$201.4~~$88.5 million for the ~~year ended December 31, 2017.~~fourth quarter of 2020. Gross margin was ~~20.8%~~19.7% in ~~2018~~the fourth quarter of 2021 and ~~22.4%~~25.7% in ~~2017.~~the fourth quarter of 2020.

•Gross profit ~~increased~~decreased primarily due to ~~additional gross profit from the Cantech, Polyair, and Airtrax acquisitions,~~ an increase in ~~sales volume, a decrease in plant-related~~plant operating costs, unfavourable performance of the Nortech Acquisition, and ~~an increase in spread between selling prices~~the unfavourable impacts of supply chain disruptions and ~~combined raw material and freight costs. These favourable items were~~labor shortages, partially offset by ~~an increase in medical costs and the non-recurrence of insurance claim settlement proceeds of $2.1 million recorded in 2017.~~favourable product volume/mix.

•Gross margin decreased primarily due to the ~~dilutive gross margins~~unfavourable mathematical impact of ~~the Cantech~~Dollar Spread Maintenance and ~~Polyair acquisitions, an unfavourable product mix, and an~~the increase in ~~medical costs. These unfavourable items were partially offset by a decrease in certain plant-related~~plant operating costs.

Gross profit totalled $60.3 million for the fourth quarter of 2019, a $3.7 million or 6.5% increase from $56.6 million for the fourth quarter of 2018. Gross margin was 20.7% in the fourth quarter of 2019 and 19.7% in the fourth quarter of 2018.

Gross profit and gross margin increased primarily due to an increase in spread between selling prices and combined raw material and freight costs and a favourable product volume/mix impact. These favourable items were partially offset by the impact of additional planned down-time in certain plants versus prior year to manage inventory levels.

Selling, General and Administrative Expenses

SG&A totalled $177.1 million for the year ended December 31, 2021, a $19.7 million or 12.5% increase from $157.5 million for the year ended December 31, 2020. The increase was primarily due to increases in (i) variable compensation, (ii) professional consulting services, including M&A Costs (defined later in this document), and (iii) employee- and technology-related costs, all of which increased mainly due to the growth of the business in 2021 and the non-recurrence of cost saving measures implemented in response to COVID-19 related uncertainty in 2020.

SG&A totalled $157.5 million for the year ended December 31, 2020, a $20.8 million or 15.2% increase from $136.7 million for the year ended December 31, ~~2019, a $14.2 million or 11.6% increase from $122.5 million for the year ended December 31, 2018. The increase was primarily due to additional SG&A from the Polyair and Maiweave acquisitions.~~

SG&A totalled $122.5 million for the year ended December 31, 2018, a $14.9 million or 13.8% increase from $107.6 million for the year ended December 31, 2017. The increase was primarily due to (i) additional SG&A from the Polyair, Cantech and Airtrax acquisitions, (ii) an increase in employee-related costs to support growth initiatives in the business and (iii) an increase in variable compensation, partially offset by a decrease in share-based compensation mainly driven by a decrease in the fair value of cash-settled awards.

~~As a percentage of revenue, SG&A expenses represented 11.8%, 11.6% and 12.0% for 2019, 2018 and 2017, respectively.~~

~~SG&A for the fourth quarter of 2019 totalled $32.5 million, a $1.1 million or 3.4% increase from $31.5 million for the fourth quarter of 2018.~~2019. The increase was primarily due to an increase in ~~discretionary defined contribution plan contributions.~~share-based compensation mainly due to an increase in the fair value of cash-settled awards, including the impact of performance adjustments.

Share-based compensation expense totalled $21.7 million, $22.9 million and $0.5 million for the years ended December 31, 2021, 2020 and 2019, respectively. Excluding share-based compensation expense, SG&A decreased $1.6 million or 1.2% for the year ended December 31, 2020 compared to 2019, primarily due to cost saving initiatives implemented due to COVID-19, partially offset by additional SG&A from the Nortech Acquisition.

As a percentage of revenue, SG&A, excluding share-based compensation expense, represented 10.2%, 11.1%, and 11.8%% for 2021, 2020 and 2019, respectively.

SG&A for the fourth quarter of 2021 totalled $43.5 million, a $9.9 million or 18.6% decrease from $53.4 million for the fourth quarter of 2020. The decrease was primarily due to a decrease in the fair value of cash-settled share-based compensation awards in the fourth quarter of 2021 compared to a significant increase in the fourth quarter of 2020, partially offset by the increases in SG&A in 2021 discussed above.

Manufacturing Facility Closures, Restructuring and Other

Manufacturing facility closures, restructuring and other related charges were nil for the year ended December 31, 2021 and totalled $4.3 million for the year ended December 31, 2020, a $0.8 million decrease from $5.1 million for the year ended December 31, ~~2019, a $1.9 million~~2019. The decrease ~~from $7.1 million for the year ended December 31, 2018. The decrease~~in 2020 was primarily due to higher closure costs incurred ~~related to the Johnson City, Tennessee manufacturing facility closure~~ in ~~2018 as compared to closure costs incurred~~2019 related to both Cantech(1) facility closures ~~in 2019~~ (the Montreal, Quebec manufacturing facility ~~closure~~ at the end of 2019 and the Johnson City, Tennessee manufacturing facility ~~closure~~ at the end of 2018). as compared to 2020 which included charges associated with employee restructuring initiatives in response to COVID-19 uncertainties. Charges incurred during the year ended December 31, 2020 were composed of $3.7 million in cash charges mainly related to termination benefits, restoration and ongoing idle facility costs and $0.6 million in non-cash impairments of inventory. Charges incurred in 2019 were composed of $4.3 million inof cash charges mainly related to termination benefits, restoration and ongoing idle facility costs and $0.8 million in non-cash impairments of property, plant and equipment and inventory. ~~Charges incurred during~~

(1) "Cantech" refers to Canadian Technical Tape Ltd. which was acquired by the ~~year ended December 31, 2018 were composed of $6.1 million of non-cash impairments of property, plant and equipment and inventory as well as $0.9 million~~Company in ~~cash charges mainly related to termination benefits and other labor related costs. Additional charges of $0.2 million are expected in 2020 as post-closure activities are completed in Montreal, Quebec.~~

Manufacturing facility closures, restructuring and other related charges totalled $7.1 million for the year ended December 31, 2018, a $5.7 million increase from $1.4 million for the year ended December 31,July 2017. The increase was primarily due to charges discussed above related to the closure of the Johnson City, Tennessee manufacturing facility in 2018 as compared to charges incurred in 2017 for other smaller-scale restructuring initiatives associated with acquisition integration efforts, as well as charges related to product trials and other post-closure activities of the Columbia, South Carolina manufacturing facility.

Manufacturing facility closures, restructuring and other related recoveries totalled $0.7 million for the fourth quarter of 2019, a $2.2 million decrease from charges of $1.6 million fourth quarter of 2018. The decrease was primarily due to non-cash impairment of property, plant and equipment in the fourth quarter of 2018 as compared to a reversal of impaired inventory in the fourth quarter of 2019, both related to the Johnson City, Tennessee manufacturing facility closure.

Finance Costs (Income)

Finance costs for the year ended December 31, ~~2019~~2021 totalled ~~$35.0~~$56.9 million, a ~~$14.1~~$33.7 million increase from ~~$20.9~~$23.2 million for the year ended December 31, ~~2018,~~2020, primarily due to (i) the 2018 Senior Unsecured Notes Redemption Charges in 2021, (ii) the non-recurrence of the Nortech Contingent Consideration Gain, and (iii) an increase in interest expense resulting from (i) higher average cost of debt and higher average debt outstanding and (ii) incremental interest due to capitalizing operating leases in accordance with new lease accounting guidance implemented on January 1, 2019, as well as the ~~re-valuation of non-controlling interest put options associated with the acquisition of Airtrax~~NCI Put Options Revaluation (refer to Note 24 in the Company's Financial Statements ~~for~~for more information regarding the options). These unfavourable items were partially offset by (i) foreign exchange gains in 2019, compared to foreign exchange losses in 2018, (ii) the non-recurrence of debt issue costs written off in the second quarter of 2018 as a result of refinancing and replacing one of the Company's debt facilities and (iii) the benefit resulting from the favorable settlement of the previously-recorded liability to the former shareholders of Polyair related to state and federal income tax benefits (refer to Note 19 in the Company’s Financial Statements for more information regarding the liability to the former shareholders of Polyair).

Finance costs for the year ended December 31, 2020 totalled $23.2 million, an $11.8 million decrease from $35.0 million forthe year ended December 31, 2019, primarily due to (i) the Nortech Contingent Consideration Gain, (ii) a decrease in interest expense as discussed below, and (iii) a decrease in the NCI Put Options Revaluation. These favourable items were partially offset by the non-recurrence of the benefit resulting from the favourable settlement of the previously-recorded liability related to a 2018 ~~totalled $20.9 million, a $17.0 million increase from $3.8 million~~business acquisition and foreign exchange losses in 2020, compared to foreign exchange gains in 2019.

The decrease in interest expense for the year ended December 31, ~~2017, primarily~~2020 compared to December 31, 2019 is largely due to ~~(i) an increase in~~a lower average cost of debt, lower average debt outstanding and the non-recurrence of interest expense resulting from ~~higher average debt outstanding and higher average cost of debt, (ii) foreign exchange losses~~the Proposed Tax Assessment (defined later in ~~2018, compared to foreign exchange gains~~this document) recorded in ~~2017 (iii) the non-recurrence of the gain resulting from the Powerband non-controlling interest put options valuation remeasurement~~2019, partially offset by a decrease in 2017 (refer to Note 24 in the Company’s Financial Statements for more information regarding the options), and (iv) debt issue costs written off in the second quarter of 2018 as a result of refinancing and replacing one of the Company's debt facilities.capitalized interest.

Finance costs for the fourth quarter of ~~2019~~2021 totalled ~~$11.3~~$18.3 million, ~~a $1.7~~an $8.4 million increase from finance costs of ~~$9.6~~$9.9 million for the fourth quarter of ~~2018,~~2020, primarily due to (i) the re-valuation of the non-controlling interest put options associated with Capstone resulting from a positive outlook following the successful completion of the woven products greenfield manufacturing facility (refer to Note 24an increase in the Company's Financial Statements for more information regarding the options), (ii) incremental interest due to capitalizing operating leases in accordance with new lease accounting guidance implemented on January 1, 2019 and (iii) a decrease in interest capitalized to property, plant and equipment in the fourth quarter of 2019 compared to the same time period in 2018. These unfavourable items were partiallyNCI Put Options Revaluation, partially offset by ~~a decrease in interest expense resulting from lower average cost of debt and lower average debt outstanding, and~~(i) foreign exchange gains ~~realized~~ in ~~the fourth quarter of 2019~~2021 compared to foreign exchange losses in ~~the same time period~~2020 and (ii) a decrease in ~~2018.~~interest expense largely due to a lower average cost of debt, partially offset by higher average debt outstanding.

Income Taxes

The Company is subject to income taxation in multiple tax jurisdictions around the world. Accordingly, the Company’s effective tax rate fluctuates depending on the geographic source of its earnings. The Company’s effective tax rate is also impacted by tax planning strategies that the Company implements from time to time. Income tax expense is recognized in each interim period based on the best estimate of the weighted average annual income tax rate expected for the full financial year.

On December 22, 2017, the Tax Cuts and Jobs Act ("TCJA") was enacted into law in the US. The TCJA significantly changed the previously existing US tax laws and included numerous provisions that had an immediate and ongoing effect on the Company’s business. These changes include, but are not limited to, a reduction in the statutory federal corporate tax rate from 35% to 21%, an enhancement and extension through 2026 of bonus depreciation, limitations and eliminations of certain deductions, a one-time transition tax on deemed repatriation of deferred foreign income, and new tax regimes impacting how foreign-derived earnings and cross-border intercompany transactions, including intercompany debt, are subject to US tax. The Company recognized a net tax benefit of approximately $9.6 million in the fourth quarter of 2017 primarily due to the remeasurement of the US net deferred tax liability using the lower US corporate tax rate provided under the TCJA.

On September 12, 2018, the Company made an $11.3 million discretionary contribution to its US defined benefit pension plans. During the year ended December 31, 2018, the Company recognized a net federal tax benefit of approximately $1.3 million primarily due to the discretionary contribution deducted on the 2017 tax return at the higher 2017 US corporate tax rate, partially offset by the reversal of the related deferred tax asset recorded using the lower US corporate tax rate provided under the TCJA.

In the second quarter of 2019, the Company recorded a $2.3 million proposed state income tax assessment and the related interest expense which resulted from the denial of the utilization of certain net operating losses generated in tax years 2000-2006 ("Proposed Tax Assessment").

The table below reflects the calculation of the Company’s effective tax rate (in millions of USD):


	Three months ended December 31,				Year ended December 31,
	2021		2020		2021		2020		2019
	$		$		$		$		$
Income tax expense	6.7		5.0		24.1		19.1		16.3
Earnings before income tax expense	16.5		22.3		94.1		92.6		57.5
Effective tax rate	40.9	%	22.2	%	25.6	%	20.7	%	28.3	%

Three months ended
December 31,

Year ended
December 31,
2019 2018 2019 2018 2017
$ $ $ $ $
Income tax expense 2.4
0.8
16.3
9.8
13.0
Earnings before income tax expense 14.1
11.4
57.5
56.5
77.0
Effective tax rate 17.3 % 6.8 % 28.3 % 17.4 % 16.9 %
The increase in the effective tax rate for the year ended December 31, 2021 compared to the same period in 2020 was primarily due to the unfavourable impacts of non-deductible activity including the NCI Put Option Revaluation and certain other expenses within the US as a result of limitations imposed by the Tax Cuts and Jobs Act ("TCJA").

The increase in the effective tax rate for the year ended December 31, ~~2019~~2020 compared to the same period in ~~2018~~2019 is primarily due to the elimination of certain tax benefits as a result of the TCJA related to intercompany debt and the Proposed Tax Assessment. Excluding the Proposed Tax Assessment, the effective tax rate for the year end December 31, ~~2019~~2020 would have been 26.3%.

The ~~increase in~~"Proposed Tax Assessment" refers to a proposed state income tax assessment and the ~~effective tax rate for~~related interest expense totalling $2.3 million resulting from the ~~year ended December 31, 2018 compared to the same period in 2017 is primarily due to the non-recurrence~~denial of the ~~TCJA~~utilization of certain net operating losses generated in tax ~~benefit in the fourth quarter of 2017, largely offset by the lower US corporate tax rate and the net tax benefit from the discretionary pension contribution.~~years 2000-2006.

The increase in the effective tax rate for the three months ended December 31, ~~2019~~2021 compared to the same period in ~~2018 is~~2020 was primarily due to anthe unfavourable ~~change in~~impact of the ~~mix of earnings between jurisdictions.~~non-deductible NCI Put Option Revaluation.

IPG Net Earnings

IPG Net Earnings totalled ~~$41.2~~$67.8 million for the year ended December 31, ~~2019,~~2021, a ~~$5.5~~$4.9 million decrease from ~~$46.8~~$72.7 million for the year ended December 31, ~~2018.~~2020. The decrease was primarily due to (i) an increase in interest expense mainly resulting from higher average debt outstanding and higher average cost of debt, (ii) additional SG&A from the Polyair and Maiweave acquisitions and (iii) an increase in income tax expensefinance costs mainly due to the ~~elimination~~2018 Senior Unsecured Notes Redemption Charges, the non-recurrence of ~~certain tax benefits related to intercompany debt. These unfavourable impacts were partially offset by~~the Nortech Contingent Consideration Gain and an increase in ~~gross profit, as well as a reduction in manufacturing facility closures, restructuring,~~the NCI Put Options Revaluation, and ~~other related charges mainly related to higher one-time, non-cash impairments from the closure of the Johnson City, Tennessee manufacturing facility in 2018.~~

~~IPG Net Earnings totalled $46.8 million for the year ended December 31, 2018, a $17.5 million decrease from $64.2 million for the year ended December 31, 2017. The decrease was primarily due to (i)~~(ii) an increase in SG&A mainly due to ~~additional SG&A from~~ the Polyair, Cantech and Airtrax acquisitions, (ii) an increase in interest expense, (iii) foreign exchange losses in 2018, compared to foreign exchange gains in 2017 and (iv) an increase in manufacturing facility closures, restructuring and other related charges mainly related to non-cash impairment charges from the closuregrowth of the ~~Johnson City, Tennessee manufacturing facility.~~business in 2021 and the non-recurrence of cost saving measures implemented in response to COVID-19 related uncertainty in 2020. These unfavourable impacts were partially offset by an increase in gross profit.

IPG Net Earnings totalled $72.7 million for the year ended December 31, 2020, a $31.5 million increase from $41.2 million for the year ended December 31, 2019. The increase was primarily due an increase in gross profit and the Nortech Contingent Consideration Gain. These favourable impacts were partially offset by an increase in share-based compensation mainly due to an increase in the fair value of cash-settled awards, including the impact of performance adjustments.

IPG Net Earnings for the fourth quarter of ~~2019~~2021 totalled ~~$11.6~~$9.1 million, a ~~$1.0~~$8.0 million ~~increase~~decrease from ~~$10.6~~$17.1 million for the fourth quarter of ~~2018.~~2020. The ~~increase~~decrease was primarily due to The increase was primarily due to (i) an increase in gross profit and (ii) a reduction in manufacturing facility closures, restructuring and other related charges mainly due to a reversal of impaired inventory in the fourth quarter of 2019 as compared to impairment of property, plant and equipment in the fourth quarter of 2018. These favourable impacts were partially offset by (i) an increase in finance costs mainly due to the re-valuation of the non-controlling interest put options associated with Capstone resulting from a positive outlook following the successful completion of the woven products greenfield manufacturing facility, (ii) an increase in ~~income tax expense~~the NCI Put Options Revaluation and ~~(iii) an increase~~a decrease in gross profit. These unfavourable impacts were partially offset by a decrease in SG&A mainly due to ana decrease in the fair value of cash-settled share-based compensation awards in the fourth quarter of 2021 compared to a significant increase in ~~discretionary defined contribution plan contributions.~~the fourth quarter of 2020.

Non-GAAP and Other Specified Financial Measures ~~and Key Performance Indicators~~

The Company measures the success of the business using a number of key performance indicators, many of which are in accordance with GAAP as described throughout this MD&A. This MD&A also contains certain non-GAAP and other specified financial measures ~~and key performance metrics~~ as defined under applicable securities legislation including adjusted net earnings (loss), adjusted earnings (loss) per share, EBITDA, adjusted EBITDA, ~~secured~~total leverage ratio, ~~total~~consolidated secured net leverage ratio and free cash ~~flows (please~~flows. Please see the "Adjusted Net Earnings (Loss) and Adjusted Net Earnings (Loss) Per Share" section below for a description and reconciliation of adjusted net earnings (loss) and adjusted earnings (loss) per share, “EBITDA, Adjusted EBITDA and Total Leverage ~~Ratios”~~Ratio” section below for a description and reconciliation of EBITDA, adjusted EBITDA, and a description of consolidated secured net leverage ratio and total leverage ratio, and the “Cash Flows” section below for a description and reconciliation of free cash flows). In determining these measures, the Company excludes certain items which are otherwise included in determining the comparable GAAP financial measures. The Company believes such non-GAAP and other specified financial measures are key performance indicators that improve the period-to-period comparability of the Company’s results and provide investors with more insight into, and an additional tool to understand and assess, the performance of the Company's ongoing core business operations. AsWhere required by applicable securities legislation, the Company has provided definitions of those measures and reconciliations of those measures to the most directly comparable GAAP financial measures. Investors and other readers are encouraged to review the related GAAP financial measures and the reconciliation of non-GAAP and other specified financial measures to their most directly comparable GAAP financial measures set forth below and should consider non-GAAP and other specified financial measures ~~and key performance indicators only~~ as a supplement to, and not as a substitute for or as a superior measure to, measures of financial performance prepared in accordance with GAAP.

Non-GAAP Financial Measures

A non-GAAP financial measure (i) depicts the historical or expected future financial performance, financial position or cash flows of the Company, (ii) with respect to its composition, excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most comparable financial measure presented in the financial statements, (iii) is not presented in the financial statements of the Company, and (iv) is not a ratio, fraction, percentage or similar representation.

Non-GAAP financial measures presented and discussed in this MD&A are as follows:

Adjusted Net Earnings (Loss), and Adjusted Earnings (Loss) Per Share ~~and Return on Equity~~

A reconciliation of the Company’s adjusted net earnings (loss), a non-GAAP financial measure, to IPG Net Earnings, the most directly comparable GAAP financial measure, is set out in the adjusted net earnings (loss) reconciliation table below. Adjusted net earnings (loss) should not be construed as IPG Net Earnings as determined by GAAP. The Company defines adjusted net earnings (loss) as IPG Net Earnings before (i) manufacturing facility closures, restructuring and other related charges (recoveries); (ii) advisory fees and other costs associated with mergers and acquisitions activity, including due diligence, integration and certain non-cash purchase price accounting adjustments ("M&A Costs"); (iii) share-based compensation expense (benefit); (iv) impairment of goodwill; (v) impairment (reversal of impairment) of long-lived assets and other assets; (vi) write-down on assets classified as held-for-sale; (vii) (gain) loss on disposal of property, plant, and equipment; (viii) the valuation adjustment made to non-controlling interest put options ("NCI Put Option Revaluation"); (ix) other discrete items as shown in the table below; and ~~(ix)~~(x) the income tax ~~effect of~~expense (benefit) effected by these items. The term “adjusted net earnings (loss)” does not have any standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. Adjusted net earnings (loss) is not a measurement of financial performance under GAAP and should not be considered as an alternative to IPG Net Earnings as an indicator of the Company’s operating performance or any other measures of performance derived in accordance with GAAP. The Company has included this non-GAAP financial measure because it believes that it allows investors to make a more meaningful comparison of the Company’s performance between periods presented by excluding certain non-operating expenses, non-cash expenses and, where indicated, non-recurring expenses. In addition, adjusted net earnings (loss) is used by management in evaluating the Company’s performance because it believes it provides an indicator of the Company’s performance that is often more meaningful than GAAP financial measures for the reasons stated in the previous sentence.

Adjusted earnings (loss) per share is also presented in the following table and is a non-GAAP financial measure. Adjusted earnings (loss) per share should not be construed as IPG Net Earnings per share as determined by GAAP. The Company defines adjusted earnings (loss) per share as adjusted net earnings (loss) divided by the weighted average number of common

shares outstanding, both basic and diluted. The term “adjusted earnings (loss) per share” does not have any standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. Adjusted earnings (loss) per share is not a measurement of financial performance under GAAP and should not be considered as an alternative to IPG Net Earnings per share as an indicator of the Company’s operating performance or any other measures of

performance derived in accordance with GAAP. The Company has included this non-GAAP financial measure because it believes that it allows investors to make a more meaningful comparison of the Company’s performance between periods presented by excluding certain non-operating expenses, non-cash expenses and, where indicated, non-recurring expenses. In addition, adjusted earnings (loss) per share is used by management in evaluating the Company’s performance because it believes it provides an indicator of the Company’s performance that is often more meaningful than GAAP financial measures for the reasons stated in the previous sentence.

The Company defines return on equity as adjusted net earnings (loss) divided by average total equity attributable to Company shareholders and is a non-GAAP financial measure, as calculated. The Company has included this non-GAAP financial measure because it believes that it provides investors a measure of management's ability to generate income from the equity available to it.

The following table presents M&A Costs included in IPG Net Earnings and added back to adjusted net earnings and adjusted ~~EBITDA:~~EBITDA (in millions of USD):


	Three months ended		Twelve months ended
	December 31, 2021	December 31, 2020	December 31, 2021	December 31, 2020	December 31, 2019
	$	$	$	$	$
M&A Costs	5.0	0.4	8.1	3.5	11.2

Three months ended Twelve months ended
December 31, 2019 December 31, 2018 December 31, 2019 December 31, 2018 December 31, 2017
$ $ $ $ $
M&A Costs 3.3
2.5
11.2
9.5
7.5

M&A Costs for the year ending December 31, ~~2019~~2021 were ~~primarily~~ composed of ~~$5.1~~$3.6 million in ~~integration costs associated with the Polyair Acquisition, $2.0 million associated with the Maiweave Acquisition, and $1.3 million in other~~ due diligence, legal, accounting, and other advisory costs, including ~~in connection with the Nortech Acquisition and on~~for deals that did not progress to the execution ~~phase. The Company estimates that the~~phase ("Due Diligence"), $2.9 million in integration costs ~~associated with all acquisitions completed to date are expected to be between $3~~ and $4$1.6 million in ~~2020, excluding~~ non-cash purchase price accounting ~~adjustments~~adjustments.

M&A Costs in the fourth quarter of 2021 were composed of $2.8 million in integration costs, $1.4 million in Due Diligence and ~~due diligence~~$0.8 million in non-cash purchase price accounting adjustments.

The integration costs ~~associated with evaluating merger~~in the fourth quarter and ~~acquisitions opportunities.~~full year 2021 included impairment of pre-acquisition inventories related to Nortech of $2.1 million.

Adjusted Net Earnings Reconciliation to IPG Net Earnings

(In millions of USD, except per share amounts and share numbers)

(Unaudited)


	Three months ended December 31,		Year ended December 31,
	2021	2020	2021	2020	2019
	$	$	$	$	$
IPG Net Earnings	9.1	17.1	67.8	72.7	41.2
Manufacturing facility closures, restructuring and other related charges	—	—	—	4.3	5.1
M&A Costs	5.0	0.4	8.1	3.5	11.2
Share-based compensation expense	0.7	18.4	21.7	22.9	0.5
Impairment of long-lived assets and other assets	0.4	0.3	0.8	0.6	0.9
Loss on disposal of property, plant and equipment	0.2	0.1	0.1	0.3	0.6
NCI Put Option Revaluation	12.0	2.5	12.0	2.5	3.3
Other item: special income tax events(1)	—	—	—	—	2.3
Other item: Nortech Contingent Consideration Gain	—	—	—	(11.0)	—
Other item: Nortech incremental tax costs incurred(2)	—	—	0.8	—	—
Other item: 2018 Senior Unsecured Notes Redemption Charges	—	—	18.1	—	—
Income tax benefit, net	(1.3)	(3.9)	(10.8)	(3.4)	(4.0)
Adjusted net earnings(3)	26.2	34.8	118.5	92.2	61.2

IPG Net Earnings per share
Basic	0.15	0.29	1.15	1.23	0.70
Diluted	0.15	0.28	1.12	1.22	0.70

Adjusted earnings per share(3)
Basic	0.44	0.59	2.00	1.56	1.04
Diluted	0.43	0.58	1.96	1.55	1.04

Weighted average number of common shares outstanding
Basic	59,284,947	59,012,869	59,127,025	59,010,485	58,798,488
Diluted	60,568,005	60,083,664	60,516,106	59,630,873	58,989,134

Three months ended
December 31, Year ended
December 31,
2019 2018 2019 2018 2017
$ $ $ $ $
IPG Net Earnings 11.6
10.6
41.2
46.8
64.2

Manufacturing facility closures, restructuring and other related (recoveries) charges (0.7 ) 1.6
5.1
7.1
1.4

M&A Costs 3.3
2.5
11.2
9.5
7.5

Share-based compensation (benefit) expense (1.5 ) 0.4
0.5
1.9
3.3

Impairment of long-lived assets and other assets 0.6
0.0
0.9
0.1
0.2

Loss on disposal of property, plant and equipment 0.4
0.0
0.6
0.2
0.3

Other item: special income tax events —
—
2.3
⁽¹
⁾
—

(9.6 )
⁽²⁾
Income tax effect of these items (0.2 ) (0.9 ) (4.0 ) (3.3 ) (3.5 )
Adjusted net earnings 13.6
14.2
57.8
62.2
63.7

IPG Net Earnings per share
Basic 0.20
0.18
0.70
0.79
1.09

Diluted 0.20
0.18
0.70
0.79
1.08

Adjusted earnings per share
Basic 0.23
0.24
0.98
1.06
1.08

Diluted 0.23
0.24
0.98
1.05
1.07

Weighted average number of common shares outstanding
Basic 58,900,337
58,831,432
58,798,488
58,815,526
59,072,119

Diluted 59,027,917
59,055,824
58,989,134
59,084,175
59,587,769

(1) Refers to the Proposed Tax Assessment recorded in the second quarter of 2019.


⁽¹⁾	Represents a proposed state income tax assessment and the related interest expense recognized in the second quarter of 2019 totalling $2.3 million resulting from the denial of the utilization of certain net operating losses generated in tax years 2000-2006.


⁽²⁾	Represents the impact of the net tax benefit in the fourth quarter of 2017 resulting mainly from the remeasurement of the US net deferred tax liability using the lower US corporate tax rate provided under the TCJA.

(2) Refers to charges incurred related to an amount payable to the former owners of Nortech for tax-related costs associated with the Nortech Acquisition that was subsequently paid in July 2021.

(3) Prior period amounts presented have been conformed to the current definition of adjusted net earnings which excludes the NCI Put Options Revaluation.

Adjusted net earnings totalled ~~$57.8~~$118.5 million for the year ended December 31, ~~2019,~~2021, a ~~$4.4~~$26.3 million or ~~7.1% decrease~~28.6% increase from ~~$62.2~~$92.2 million for the year ended December 31, ~~2018,~~2020. The increase was primarily due to an increase in ~~(i) interest expense, (ii) income tax expense and (iii) SG&A,~~gross profit, partially offset by ~~organic growth~~increases in ~~gross profit as well as adjusted net earnings contributed by the Polyair~~SG&A and ~~Maiweave acquisitions.~~ income tax expense.

Adjusted net earnings totalled ~~$62.2~~$92.2 million for the year ended December 31, ~~2018,~~2020, a ~~$1.5~~$31.0 million or ~~2.3% decrease~~50.8% increase from ~~$63.7~~$61.2 million for the year ended December 31, ~~2017,~~2019. The increase was primarily due to ~~(i) an increase in interest expense, (ii) foreign exchange losses in 2018, and (iii) an increase in SG&A. These unfavourable impacts were partially offset by a decrease in income tax expense and~~ an increase in gross ~~profit.~~profit, partially offset by an increase in income tax expense.

Adjusted net earnings totalled ~~$13.6~~$26.2 million for the fourth quarter of ~~2019, a $0.7~~2021, an $8.6 million or ~~4.7%~~24.8% decrease from ~~$14.2~~$34.8 million for the fourth quarter of ~~2018.~~2020. The decrease was primarily due to an increase in ~~(i)~~ SG&A ~~(ii) finance costs mainly due~~

~~to the re-valuation of the non-controlling interest put options associated with Capstone resulting from~~ and a ~~positive outlook following the successful completion of the woven products greenfield manufacturing facility and (iii) income tax expense, partially offset by organic growth~~decrease in gross profit.

EBITDA and Adjusted EBITDA ~~and Leverage Ratios~~

A reconciliation of the Company’s EBITDA aand adjusted EBITDA, both of which are non-GAAP financial ~~measure,~~measures, to net earnings (loss), the most directly comparable GAAP financial measure, is set out in the ~~EBITDA reconciliation~~ table below. EBITDA and adjusted EBITDA should not be construed as earnings (loss) before income taxes, net earnings (loss) or cash flows from operating activities as determined by GAAP. The Company defines EBITDA as net earnings (loss) before (i) interest and other finance costs (income); (ii) income tax expense (benefit); (iii) amortization of intangible assets; and (iv) depreciation of property, plant and equipment. The Company defines adjusted EBITDA as EBITDA before (i) manufacturing facility closures, restructuring and other related charges (recoveries); (ii) advisory fees and other costs associated with mergers and acquisitions activity, including due diligence, integration and certain non-cash purchase price accounting adjustments ("M&A Costs"); (iii) share-based compensation expense (benefit); (iv) impairment of goodwill; (v) impairment (reversal of impairment) of long-lived assets and other assets; (vi) write-down on assets classified as held-for-sale; (vii) (gain) loss on disposal of property, plant and equipment; and (viii) other discrete items as shown in the table below. The terms "EBITDA" and "adjusted EBITDA" do not have any standardized meanings prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other issuers. EBITDA and adjusted EBITDA are not measurements of financial performance under GAAP and should not be considered as alternatives to cash flows from operating activities or as alternatives to net earnings (loss) as indicators of the Company’s operating performance or any other measures of performance derived in accordance with GAAP. The Company has included these non-GAAP financial measures because it believes that they allow investors to make a more meaningful comparison between periods of the Company’s performance, underlying business trends and the Company’s ongoing operations. The Company further believes these measures may be useful in comparing its operating performance with the performance of other companies that may have different financing and capital structures, and tax rates. Adjusted EBITDA excludes costs that are not considered by management to be representative of the Company’s underlying core operating performance, including certain non-operating expenses, non-cash expenses and, where indicated, non-recurring expenses. In addition, EBITDA and adjusted EBITDA are used by management to set targets and are metrics that, among others, can be used by the Company’s Human Resources and Compensation Committee to establish performance bonus metrics and payout, and by the Company’s lenders and investors to evaluate the Company’s performance and ability to service its debt, finance capital expenditures and acquisitions, and provide for the payment of dividends to shareholders. The Company experiences normal business seasonality that typically results in adjusted EBITDA that is proportionately higher in the second, third and fourth quarters of the year relative to the first quarter.

The Company defines total leverage ratio as borrowings and lease liabilities less cash divided by adjusted EBITDA and secured net leverage ratio as secured borrowings and lease liabilities less cash divided by adjusted EBITDA. Secured borrowings are defined as borrowings and lease liabilities less Senior Unsecured Notes. The terms "total leverage ratio" and "secured net leverage ratio" do not have any standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other issuers with diversified sources of capital. Total leverage ratio and secured net leverage ratio are not measurements of financial performance under GAAP and should not be considered as alternatives to any GAAP measure as an indicator of the Company’s liquidity level or any other measures of performance derived in accordance with GAAP. Total leverage ratio and secured net leverage ratio are not presented as defined by applicable indentures and should not be considered as alternatives to the respective debt covenants described in the section below entitled "Liquidity and Borrowings." The Company has included these non-GAAP financial measures because it believes that they allow investors to make a meaningful comparison of the Company’s liquidity level and borrowing flexibility. In addition, total leverage ratio and secured net leverage ratio are used by management in evaluating the Company’s performance because it believes that they allow management to monitor the Company's liquidity level and borrowing flexibility as well as evaluate its capacity to deploy capital to meet its strategic objectives.

EBITDA and Adjusted EBITDA Reconciliation to Net Earnings

(In millions of USD)

(Unaudited)


	Three months ended December 31,		Year ended December 31,
	2021	2020	2021	2020	2019
	$	$	$	$	$
Net earnings	9.7	17.4	70.0	73.5	41.2
Interest and other finance costs	18.3	9.9	56.9	23.2	35.0
Income tax expense	6.7	5.0	24.1	19.1	16.3
Depreciation and amortization	17.1	16.2	65.5	63.8	61.4
EBITDA	51.9	48.5	216.5	179.6	154.0
Manufacturing facility closures, restructuring and other related charges	—	—	—	4.3	5.1
M&A Costs	5.0	0.4	8.1	3.5	11.2
Share-based compensation expense	0.7	18.4	21.7	22.9	0.5
Impairment of long-lived assets and other assets	0.4	0.3	0.8	0.6	0.9
Loss on disposal of property, plant and equipment	0.2	0.1	0.1	0.3	0.6
Adjusted EBITDA	58.2	67.7	247.2	211.1	172.2

Three months ended
December 31, Year ended
December 31,
2019 2018 2019 2018 2017
$ $ $ $ $
Net earnings 11.7
10.6
41.2
46.6
64.0
Interest and other finance costs 11.3
9.6
35.0
20.9
3.8
Income tax expense 2.4
0.8
16.3
9.8
13.0
Depreciation and amortization 16.2
13.1
61.4
44.8
36.1
EBITDA 41.6
34.0
154.0
122.2
117.0
Manufacturing facility closures, restructuring and other related (recoveries) charges (0.7 ) 1.6
5.1
7.1
1.4
M&A Costs 3.3
2.5
11.2
9.5
7.5
Share-based compensation (benefit) expense (1.5 ) 0.4
0.5
1.9
3.3
Impairment of long-lived assets and other assets 0.6
0.0
0.9
0.1
0.2
Loss on disposal of property, plant and equipment 0.4
0.0
0.6
0.2
0.3
Adjusted EBITDA 43.8
38.5
172.2
140.9
129.6

Adjusted EBITDA totalled $247.2 million for the year ended December 31, 2021, a $36.0 million or 17.1% increase from $211.1 million for the year ended December 31, 2020. The increase was primarily due to an increase in gross profit, partially offset by an increase in SG&A.

Adjusted EBITDA totalled $211.1 million for the year ended December 31, 2020, a $38.9 million or 22.6% increase from $172.2 million for the year ended December 31, ~~2019, a $31.3 million or 22.2%~~2019. The increase ~~from $140.9 million for the year ended December 31, 2018,~~was primarily due to (i) organic growth in gross profit, (ii) adjusted EBITDA contributed by the Polyair and Maiweave acquisitions and (iii) the favorable impact of operating lease payments totalling $7.1 million that were capitalized in accordance with new lease accounting guidance. These favourable impacts were partially offset by an increase in ~~SG&A.~~gross profit.

Adjusted EBITDA totalled $140.9 million for the year ended December 31, 2018, an $11.3 million or 8.7% increase from $129.6 million for the year ended December 31, 2017, primarily due to adjusted EBITDA contributed by Polyair and Cantech and organic growth in gross profit. These favourable impacts were partially offset by an increase in SG&A and the non-recurrence of insurance claim settlement proceeds of $2.1 million recorded in 2017.

~~Adjusted EBITDA totalled $43.8~~$58.2 million for the fourth quarter of ~~2019,~~2021, a ~~$5.2~~$9.4 million or ~~13.6% increase~~13.9% decrease from ~~$38.5~~$67.7 million for the fourth quarter of ~~2018,~~2020. The decrease was primarily due to ~~(i) organic growth~~an increase in SG&A and a decrease in gross ~~profit, (ii)~~profit.

Free Cash Flows

Free cash flows is defined by the ~~favorable impact~~Company as cash flows from operating activities less purchases of property, plant and equipment. Free cash flows does not have any standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. Free cash flows should not be interpreted to represent the total cash movement for the period as described in the Company's Financial Statements, or to represent residual cash flow available for discretionary purposes, as it excludes other mandatory expenditures such as debt service. The Company is including free cash flows because it is used by management and investors in evaluating the Company’s performance and liquidity. The Company experiences business seasonality that typically results in the majority of cash flows from operating activities and free cash flows being generated in the second half of the year. A reconciliation of free cash flows to cash flows from operating activities, the most directly comparable GAAP financial measure, is set forth in the section entitled "Cash Flows - Free Cash Flows".

Non-GAAP Ratios

A non-GAAP ratio is a financial measure presented in the form of a ratio, fraction, percentage or similar representation that has a non-GAAP financial measure as one of its components and is not presented in the financial statements of the Company. The non-GAAP ratios presented and discussed in this MD&A are as follows:

Total Leverage Ratio. Consolidated Secured Net Leverage Ratio and Consolidated Interest Coverage Ratio

The Company defines total leverage ratio as borrowings and lease ~~payments totalling $1.8 million that were capitalized~~liabilities less cash divided by adjusted EBITDA. Consolidated secured net leverage ratio and consolidated interest coverage ratio are defined in the Company’s 2021 Credit Facility (please refer to such document for a definition of this term and its prescribed calculation). Refer to "Non-GAAP Financial Measures - EBITDA and Adjusted EBITDA Reconciliation to Net Earnings" above for the reconciliation of adjusted EBITDA to the most directly comparable GAAP financial measure.

The terms "total leverage ratio", "consolidated secured net leverage ratio" and "consolidated interest coverage ratio" do not have any standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other issuers with diversified sources of capital. Total leverage ratio, consolidated secured net leverage ratio and consolidated interest coverage rat are not measurements of financial performance under GAAP and should not be considered as alternatives to any GAAP measure as indicators of the Company’s liquidity level or any other measures of performance derived in accordance with ~~new lease accounting guidance~~GAAP. Total leverage ratio is not presented as defined by applicable indentures and ~~(iii) adjusted EBITDA contributed~~should not be considered as an alternative to the consolidated secured net leverage ratio or consolidated interest coverage ratio debt covenants described in the section below entitled "Liquidity and Borrowings." The Company has included these non-GAAP financial measures because it believes that they allow investors to make a meaningful comparison of the Company’s liquidity level and borrowing flexibility as well as determine the Company's compliance with the financial covenants of its credit facility. In addition, total leverage ratio and consolidated secured net leverage ratio are used by management in evaluating the ~~Maiweave Acquisition. These favourable impacts were partially offset by an increase in SG&A.~~Company’s performance because it believes that they allow management to monitor the Company's liquidity level and borrowing flexibility as well as evaluate its capacity to deploy capital to meet its strategic objectives.

Comprehensive Income Attributable to Company Shareholders ("IPG Comprehensive Income")

IPG Comprehensive Income is comprised of IPG Net Earnings and other comprehensive income (loss) ("OCI") attributable to Company shareholders. IPG Comprehensive Income totalled $67.9 million for the year ended December 31, 2021, a $5.1 million or 7.0% decrease from $73.0 million for the year ended December 31, 2020. The decrease was primarily due to losses arising from the Company's hedge of a net investment in foreign operations in 2021 compared to gains in 2020 and lower IPG Net Earnings, partially offset by (i) favourable foreign exchange impacts from cumulative translation adjustments ("CTA") in 2021 as compared to unfavourable impacts in 2020, (ii) gains from the remeasurement of the defined benefit liability in 2021 as compared to losses in 2020 and (iii) increases in the fair value of interest rate swap agreements designed as cash flow hedges in 2021 as compared to decreases in 2020.

IPG Comprehensive Income totalled $73.0 million for the year ended December 31, 2020, a $32.2 million or 79.0% increase from $40.8 million for the ~~years~~year ended December 31, ~~2019~~ 2019. The increase was primarily due to higher IPG Net Earnings in 2020

and ~~2018. Changes~~a decrease in ~~IPG Comprehensive Income contained significant fluctuations that largely~~CTA in 2020, partially offset ~~each other, including:~~by smaller gains arising from the Company's hedge of a net investment in foreign operations in ~~2019~~2020 as compared to losses in 2018, largely offset by (i) unfavourable foreign exchange impacts from cumulative translation adjustments ("CTA") in 2019 compared to favourable foreign exchange impacts in 2018, (ii) lower IPG Net Earnings in 2019, (iii) decreases in the fair value of interest rate swap agreements designated as cash flow hedges in 2019 compared to increases in 2018 and (iv) a decrease in gains from the remeasurement of the defined benefit liability in 2019.

IPG Comprehensive Income totalled $40.8 million for the year ended December 31, 2018, a $28.9 million or 41.5% decrease from $69.8 million for the year ended December 31, 2017. The decrease was primarily due to (i) lower IPG Net Earnings in 2018, (ii) an increase in losses arising on hedging instruments designated as hedges of the net assets in foreign operations in 2018 and (iii) less of a favourable foreign exchange impact from CTA in 2018 compared to 2017. These unfavourable impacts were partially offset by gains from the remeasurement of the defined benefit liability.

Off-Balance Sheet Arrangements

Letters of Credit

The Company had standby letters of credit issued and outstanding as of December 31, ~~2019~~2021 that could result in payments by the Company up to an aggregate of ~~$3.4~~$2.3 million upon the occurrence of certain events. All of the letters of credit have expiry dates in ~~2020.~~2022.

Capital Commitments

The Company had commitments to suppliers to purchase machinery and equipment totalling approximately ~~$9.0~~$26.2 million as of December 31, ~~2019. It is expected~~2021, primarily to support the Company's capacity expansion initiatives in its highest growth product categories, specifically wovens, protective packaging, films, and water-activated tape. The Company expects that such amounts will be paid out in the next twelve ~~months.~~months and will be funded by the Company's borrowings and cash flows from operating activities. In the event of cancellation, the penalties that would apply may be equal to the purchase price depending on the timing of the cancellation.

Raw Material Commitments

The Company obtains certain raw materials from suppliers under consignment agreements. The suppliers retain ownership of raw materials until the earlier of when the materials are consumed in production or auto billings are triggered based upon maturity. The consignment agreements involve short-term commitments that typically mature within 30 to 60 days of inventory receipt and are typically renewed on an ongoing basis. The Company may be subject to fees in the event the Company requires storage in excess of 30 to 60 days. As of December 31, ~~2019,~~2021, the Company had on hand ~~$9.1~~$12.2 million of raw material owned by its suppliers.

The Company has entered into agreements with various raw material suppliers to purchase minimum quantities of certain raw materials at fixed rates through ~~May 2021 totalling~~December 2022 totaling approximately ~~$12.6~~$22.3 million as of December 31, ~~2019.~~2021. The Company is also required by the agreements to pay any storage costs incurred by the applicable supplier in the event the Company delays shipment in excess of 30 days. In the event the Company defaults under the terms of an agreement, an arbitrator will determine fees and penalties due to the applicable supplier. Neither party will be liable for failure to perform for reasons of ~~"force majeure"~~“force majeure” as defined in the agreements.

Utilities Commitments

The Company entered into a five-year electricity service contract for one of its manufacturing facilities on May 1, 2016, under which the Company has and expects to continue to reduce the overall cost of electricity consumed by the facility. In the event of early termination, the Company is required to pay for unrecovered power supply costs incurred by the supplier which are estimated to be approximately $2.8 million as of December 31, 2019 and would decline monthly based on actual service billings to date.

The Company entered into a ten-year electricity service contract for one of its manufacturing facilities on November 12, 2013. The service date of the contract commenced in August 2014. The Company is committed to monthly minimum usage requirements over the term of the contract. The Company was provided installation at no cost and is receiving economic development incentive credits and maintenance of the required energy infrastructure at the manufacturing facility as part of the contract. The credits are expected to reduce the overall cost of electricity consumed by the facility over the term of the contract. Effective August 1, 2015, the Company entered into an amendment lowering the minimum usage requirements over the term of the contract. In addition, a new monthly facility charge has been incurred by the Company over the term of the contract. The Company estimates that service billings will total approximately ~~$7.8~~$4.4 million over the remaining term of the contract. Certain penalty clauses exist within the electricity service contract related to early cancellation after the service date of the contract. The costs related to early cancellation penalties include termination fees based on anticipated service billings over the term of the contract and capital expense recovery charges. While the Company does not expect to cancel the contract prior to the end of its term, the penalties that would apply to early cancellation could total as much as ~~$3.1~~$1.9 million as of December 31, ~~2019.~~2021. This amount is expected to decline annually until the expiration of the contract assuming there are insignificant fluctuations in kilowatt hour peak demand.

The Company has entered into agreements with various other utility suppliers to fix certain energy costs, including natural gas, through December ~~2023~~2024 for minimum amounts of consumption at several of its manufacturing facilities. The Company estimates that utility billings will total approximately ~~$8.6~~$5.6 million over the term of the contracts based on the contracted fixed terms and current market rate assumptions. The Company is also required by the agreements to pay any difference between the fixed price agreed to with the utility and the sales amount received by the utility for resale to a third party if the Company fails to meet the minimum consumption required by the agreements. In the event of early termination, the Company is required to

pay the utility suppliers the difference between the contracted amount and the current market value of the energy, adjusted for present

value, of any future agreed upon minimum usage. Neither party will be liable for failure to perform for reasons of ~~"force majeure"~~“force majeure” as defined in the agreements.

Service Contract Commitments

The Company has entered into agreements with various service companies for the provision of services including machine assembly and supply, energy consultation, and software access through June 2025. In the event of early termination, the Company would be required to pay the remaining fees owed under the agreements which totalled $1.1 million as of December 31, 2021.

The Company currently knows of no event, trend or uncertainty, including the impact of COVID-19, that may affect the availability or benefits of these arrangements now or in the future or that would trigger any such penalty described above. The Company maintains no other off-balance sheet arrangements.

Related Party Transactions

The Company’s key personnel include all non-executive directors on the Board (ten in 2021, ten in 2020, eight in 2019) and senior executive level members of ~~the Board of Directors~~management (eight in 2021, eight in 2020 and ~~five members of senior management in 2019.~~six 2019). Key personnel remuneration includes short-term benefits including base and variable compensation, deferred compensation, director retainer and committee fees, post-employment benefits and share-based compensation.

Total key personnel remuneration included in the statement of consolidated earnings totalled ~~$6.9~~$19.7 million for the year ended December 31, ~~2019, an increase~~2021, a decrease of ~~$1.0~~$2.7 million from ~~$5.9~~$22.3 million for the year ended December 31, ~~2018.~~2020. The decrease was primarily due to a decrease in share-based compensation expense mainly driven by a smaller increase in the fair value of cash-settled awards in 2021 as compared to 2020 as well as a decrease in variable compensation based on the level of achievement of certain performance targets.

Total key personnel remuneration included in the statement of consolidated earnings totalled $22.3 million for the year ended December 31, 2020, an increase of $14.5 million from $7.9 million for the year ended December 31, 2019. The increase was primarily due to an increase in ~~variable~~share-based compensation ~~based on achievement~~mainly due to an increase in the fair value of ~~certain~~cash-settled awards, including the impact of performance ~~targets.~~adjustments.

Working Capital

The Company uses Days Inventory (defined below) to measure inventory performance. Days Inventory ~~increased~~decreased to 66 for the year ended December 31, 2021 from 67 for the year ended December 31, ~~2019 from 65 for the year ended December 31, 2018.~~2020. Days Inventory increased to 6869 for the fourth quarter of ~~2019~~2021 from 6661 in the fourth quarter of ~~2018.~~2020. Inventories totalled ~~$184.9~~$280.3 million as of December 31, ~~2019, a $5.7~~2021, an $85.8 million ~~decrease~~increase from ~~$190.7~~$194.5 million as of December 31, ~~2018. The decrease was primarily due to additional planned down-time in certain plants versus prior year to manage inventory levels. The calculations are shown in the following table:~~

Three months ended Year ended
December 31, 2019 December 31, 2018 December 31, 2019 December 31, 2018
Cost of sales ⁽¹⁾
$ 231.2
$ 231.0
$ 911.6
$ 834.1
Days in period 92
92
365
365
Cost of sales per day ⁽¹⁾
$ 2.5
$ 2.5
$ 2.5
$ 2.3
Average inventory ⁽¹⁾
$ 171.0
$ 166.0
$ 167.3
$ 149.4
Days inventory 68
66
67
65
Days inventory is calculated as follows:
Cost of sales ÷ Days in period = Cost of sales per day
(Beginning inventory + Ending inventory) ÷ 2 = Average inventory
Average inventory ÷ Cost of goods sold per day = Days inventory
For purposes of this calculation inventory excludes items considered parts and supplies. ��


⁽¹⁾	~~In millions of USD~~

The Company uses Days Sales Outstanding (“DSO”) to measure trade receivables. DSO decreased to 42 for the year ended December 31, 2019 from 45 for the year ended December 31, 2018. DSO increased to 42 in the fourth quarter of 2019 from 41 in the fourth quarter of 2018. Trade receivables totalled $133.2 million as of December 31, 2019, a $3.9 million increase from $129.3 million as of December 31, 2018.2020. The increase was primarily due to increases in raw material prices as well as the ~~timing~~impact and ~~amount~~management of ~~revenue invoiced in the fourth quarter of 2019 as compared~~supply chain disruptions and inventory increases to ~~the fourth quarter of 2018.~~support organic growth.

The calculations are shown in the following ~~table:~~table (in millions of USD, except days):


	Three months ended				Year ended
	December 31, 2021		December 31, 2020		December 31, 2021		December 31, 2020
Cost of sales	$	332.4	$	255.6	$	1,191.5	$	924.2
Days in period	92		92		365		366
Cost of sales per day	$	3.6	$	2.8	$	3.3	$	2.5
Average inventory	$	251.0	$	170.7	$	214.6	$	168.3
Days inventory	69		61		66		67
Days inventory is calculated as follows:
Cost of sales ÷ Days in period = Cost of sales per day
(Beginning inventory + Ending inventory) ÷ 2 = Average inventory
Average inventory ÷ Cost of goods sold per day = Days inventory
For purposes of this calculation inventory excludes items considered parts and supplies.

Three months ended Year ended
December 31, 2019 December 31, 2018 December 31, 2019 December 31, 2018
Revenue ⁽¹⁾
$ 291.5
$ 287.7
$ 1,158.5
$ 1,053.0
Days in period 92
92
365
365
Revenue per day ⁽¹⁾
$ 3.2
$ 3.1
$ 3.2
$ 2.9
Trade receivables ⁽¹⁾
$ 133.2
$ 129.3
$ 133.2
$ 129.3
DSO 42
41
42
45
DSO is calculated as follows:
Revenue ÷ Days in period = Revenue per day
Ending trade receivables ÷ Revenue per day = DSO
The Company uses Days Sales Outstanding (“DSO” defined below) to measure trade receivables. DSO was 49 for the year ended December 31, 2021 and 2020. DSO increased to 45 in the fourth quarter of 2021 from 43 in the fourth quarter of 2020. Trade receivables totalled $204.0 million as of December 31, 2021, a $41.7 million increase from $162.2 million as of December 31, 2020. The increase was primarily due to the impact of higher selling prices and the amount and timing of revenue invoiced and collected later in the fourth quarter of 2021 compared to the fourth quarter of 2020.

The calculations are shown in the following table (in millions of USD, except days):

⁽¹⁾


	Three months ended				Year ended
	December 31, 2021		December 31, 2020		December 31, 2021		December 31, 2020
Revenue	$	413.7	$	344.1	$	1,531.5	$	1,213.0
Days in period	92		92		365		366
Revenue per day	$	4.5	$	3.7	$	4.2	$	3.3
Trade receivables	$	204.0	$	162.2	$	204.0	$	162.2
DSO	45		43		49		49
DSO is calculated as follows:
Revenue ÷ Days in period = Revenue per day
Ending trade receivables ÷ Revenue per day = DSO

~~In millions of USD~~

Accounts payable and accrued liabilities totalled ~~$145.1~~$280.4 million as of December 31, ~~2019, a decrease~~2021, an increase of ~~9.8~~$99.9 million from ~~$154.8~~$180.4 million as of December 31, ~~2018.~~2020. The ~~decrease~~increase was primarily due to the timing of payments ~~for inventory~~related to inventories and SG&A as well as ~~taxes payable and the impact of the Cantech manufacturing facility closures.~~higher raw material prices in 2021.

Liquidity and Borrowings

Liquidity

The Company relies upon cash flows from operations and borrowings to meet working capital requirements, as well as to fund capital expenditures, acquisitions, dividends, share repurchases, obligations under its other debt instruments, and other general corporate purposes.

The Company's liquidity risk management process serves to maintain a sufficient amount of cash and to ensure that the Company has financing sources for a sufficient authorized amount. The Company establishes budgets, cash estimates, cash management policies and long-term capital structure strategies to ensure it has the necessary funds to fulfill its obligations for the foreseeable future and ensure adequate liquidity on a long-term basis.

The Company believes it has sufficient cash on hand, and that it will generate sufficient funds from cash flows from operating activities, to meet its ongoing expected capital expenditures, working capital and discretionary dividend payment funding needs for at least the next twelve months. In addition, funds available under the 2021 Credit Facility may be used, as needed, to fund more significant strategic initiatives.

As of December 31, 2021, the Company had $26.3 million of cash and $502.1 million of loan availability (composed of committed funding of $497.7 million and uncommitted funding of $4.4 million), yielding total cash and loan availability of $528.4 millioncompared to total cash and loan availability of $408.7 million as of December 31, 2020.

2021 Senior Unsecured Notes

On ~~October 15, 2018,~~June 8, 2021, the Company completed the private placement of ~~$250~~$400 million aggregate principal amount of senior unsecured notes due ~~October~~June 15, ~~2026~~2029 ("2021 Senior Unsecured Notes") ~~with certain guarantors and Regions Bank, as Trustee.~~. The Company incurred debt ~~issue~~issuance costs of ~~$5.1~~$5.0 million which were capitalized and are being amortized using the straight-line method over the ~~eight -year~~eight-year term. The 2021 Senior Unsecured Notes bear interest at a rate of 4.375% per annum, payable semi-annually, in cash, in arrears on June 15 and December 15 of each year, beginning on December 15, 2021.

The Company used the net proceeds from the 2021 Senior Unsecured Notes to ~~partially~~redeem its previously outstanding $250 million 7.00% senior unsecured notes due in October 2026, to repay a portion of the borrowings outstanding under ~~the~~its 2018 Credit Facility ~~(defined~~(discussed below) and to pay related fees and expenses, as well as for general corporate purposes. ~~The Senior Unsecured Notes bear interest at a rate of 7.00% per annum, payable semi-annually, in cash, in arrears on April 15 and October 15 of each year, beginning on April 15, 2019.~~

As of December 31, ~~2019,~~2021, the 2021 Senior Unsecured Notes outstanding balance amounted to ~~$250.0~~$400.0 million ($~~245.7~~395.6 million, net of ~~$4.3~~$4.4 million in unamortized debt ~~issue~~issuance costs).

~~2018~~

2021 Credit Facility

On June 14, ~~2018,~~2021, the Company entered into a new five-year, ~~$600.0~~$600 million credit facility (“~~2018~~2021 Credit Facility”) with a syndicated lending group, ~~refinancing~~amending and ~~replacing~~extending the Company's previous ~~$450.0~~$600 million credit facility that was due to mature in ~~November 2019.~~June 2023 ("2018 Credit Facility"). The 2018 Credit Facility's outstanding balance of $112.8 million at the time of amendment was transferred to the 2021 Credit Facility.

In securing the ~~2018~~2021 Credit Facility, the Company incurred debt ~~issue~~issuance costs amounting to ~~$2.7~~$3.4 million, which, in addition to the remaining unamortized debt issuance costs on the 2018 Credit Facility, were capitalized and are being amortized using the straight-line method over the five-year ~~term.~~

term of the loan. The ~~2018~~2021 Credit Facility consists of a ~~$400.0~~$600.0 million revolving credit facility, (“2018 Revolving Credit Facility”) and a $200.0 million term loan (“2018 Term Loan”). The 2018 Term Loan amortizes $65.0 million until March 2023 ($5.0 million in 2018, $10.0 million in 2019, $12.5 million in 2020, $15.0 million in 2021, $17.5 million in 2022, and $5.0 million in 2023), and the remaining balance of the 2018 Credit Facility is due upon maturity in June 2023. Any repayments of borrowings under the 2018 Term Loan are not available to be borrowed again in the future.

~~The 2018 Credit Facility also includes~~as well as an incremental accordion feature of ~~$200.0~~$300.0 million, which ~~enables~~would enable the Company to increase the limit of this facility (subject to the credit agreement's terms and lender approval) to $900.0 million, if needed.

The ~~2018~~2021 Credit Facility matures on June 12, 2026 and bears an interest rate based, at the Company’s option, on the London Inter-bank Offered Rate ("LIBOR") (or a lender-approved comparable or successor rate), the Federal Funds Rate, or Bank of America’s prime rate, plus a spread varying between 2510 and ~~250~~235 basis points ~~(150~~(110 basis points as of December 31, ~~2019 and 250 basis points as of December 31, 2018)~~2021) depending on the debt instrument's benchmark interest rate and the consolidated secured net leverage ratio.

As of December 31, 2021, the 2021 Credit Facility's outstanding principal balance amounted to $100.0 million ($96.1 million, net of $3.9 million in unamortized debt issuance costs). Including $2.3 million in standby letters of credit, total utilization under the 2021 Credit Facility amounted to $102.3 million. Accordingly, the Company’s unused availability as of December 31, 2021 amounted to $497.7 million.

The ~~2018~~2021 Credit Facility has two financial covenants, a consolidated secured net leverage ratio ~~and a consolidated interest coverage ratio. In July 2019, the Company and its syndicated lending group amended the 2018 Revolving Credit Facility~~not to among other things, revise the two financial covenant thresholds to account for the associated impacts of new lease accounting guidance implemented on January 1, 2019 requiring operating leases to be accounted for as borrowings (with corresponding interest payments). The amendment provides that the consolidated secured net leverage ratio must not be more than ~~3.70~~4.00 to 1.00, ~~(previously 3.50 to 1.00),~~ with an allowable temporary increase to ~~4.20~~4.50 to 1.00 ~~(previously 4.00 to 1.00)~~ for the ~~quarters~~quarter in which the Company consummates an acquisition with a price not less than $50 million and the following three ~~quarters. The amendment also provides that the~~quarters, and a consolidated interest coverage ratio ~~must~~ not to be less than ~~2.75~~2.25 to ~~1.00 (previously 3.00 to 1.00).~~1.00. The Company was in compliance with the consolidated secured net leverage ratio and consolidated interest coverage ratio, which were ~~1.34~~0.47 and ~~5.67,~~10.73 respectively, as of December 31, ~~2019.~~2021. In addition, the ~~2018~~2021 Credit Facility has certain non-financial covenants, such as covenants regarding indebtedness, investments, and asset dispositions. The Company was in compliance with all covenants as of ~~and for the year ended~~ December 31, ~~2019.~~2021.

AsThe 2021 Credit Facility is secured by a first priority lien on all personal property of ~~December 31, 2019,~~ the ~~2018 Term Loan's outstanding principal balance amounted to $185.0 million~~Company and ~~the 2018 Revolving Credit Facility’s outstanding principal balance amounted to $2.3 million, for a total gross outstanding principal balance~~all current and future material subsidiaries who are borrowers or guarantors under the 2018 Credit Facility of $187.3 million ($185.4 million, net of $1.9 million in unamortized debt issue costs). Standby letters of credit totalled $3.4 million resulting in total utilization under the 2018 Credit Facility of $190.7 million. Accordingly, the unused availability under the 2018 Credit Facility as of December 31, 2019 amounted to $394.3 million. The Company's capacity to borrow available funds under the 2018 Credit Facility may be limited because of the secured net leverage ratio covenant and other restrictions as defined in the Company's credit agreement.facility.

2018 Capstone Credit Facility

On February 6, 2018, ~~Capstone,~~ one of the Company's Indian subsidiaries, entered into an ~~Indian Rupee ("INR")~~INR 975.0 million ($15.0 million) credit facility ("2018 Capstone Credit Facility"). The 2018 Capstone Credit Facility consists of an INR 585.0 million ($9.0 million) term loan facility ("Capstone Term Loan Facility") for financing capital expenditures and INR 390.0 million ($6.0 million) working capital facility ("Capstone Working Capital Facility") and bears interest based on the prevailing Indian Marginal Cost-Lending ~~Rate. Certain term loans borrowed under the Capstone Term Loan Facility mature in September 2020 and are repaid in equal quarterly installments.~~

Rate Any repayments of borrowings under the Capstone Term Loan Facility are not available to be borrowed again in the future. The ~~remainder~~2018 Capstone Working Capital Facility and the balance of the ~~2018~~ Capstone ~~Credit~~Term Loan Facility ~~matures~~mature in June 2023. Funding under the Capstone Term Loan Facility is committed, while the Capstone Working Capital Facility is uncommitted. Borrowings under the 2018 Capstone Credit Facility are guaranteed by the Parent Company and are otherwise unsecured.

As of December 31, ~~2019,~~2021, the 2018 Capstone Credit Facility credit limit was INR 975.0 million ($~~13.7~~13.1 million). The Capstone Term Loan Facility had an outstanding balance of INR 564.1 million ($7.6 million), and the ~~total gross~~Capstone Working Capital Facility outstanding balance was INR ~~744.1~~283.4 million ($~~10.4~~3.8 million)~~. Including~~ for a total gross outstanding amount of INR ~~17.4~~847.5 million ($~~0.3 million) in letters of credit, total utilization under the 2018 Capstone Credit Facility amounted to INR 761.5 million ($10.7~~11.4 million). As of December 31, ~~2019,~~2021, the 2018 Capstone Credit Facility's unused availability was INR ~~199.6~~106.6 million ($~~2.8~~1.4 million), ~~comprised~~composed entirely of uncommitted funding.

~~2018 Powerband Credit Facility~~

~~On July 4, 2018, Powerband, one of the Company's subsidiaries, entered into an~~USD amounts presented above are translated from INR 1,300.0 million ($19.0 million) credit facility (“2018 Powerband Credit Facility”) subsequently replacing Powerband's previous outstanding debt. In December 2018, Powerband amended the 2018 Powerband Credit Facility to reallocate and ~~increase its credit limit~~are impacted by ~~INR 100 million ($1.4 million), bringing the total 2018 Powerband Credit Facility limit to INR 1,400.0 million ($19.3 million).~~

The 2018 Powerband Credit Facility is guaranteed by the Parent Company, and local assets (carrying amount of $36.1 million as of December 31, 2019) are required to be pledged. Powerband is prohibited from granting liens on its assets without the consent of the lender under the 2018 Powerband Credit Facility. Funding under the 2018 Powerband Credit Facility is not committed and could be withdrawn by the lender with 10 days' notice. Additionally, under the terms of the 2018 Powerband Credit Facility, Powerband's debt to net worth ratio (as defined by the credit agreement) must be maintained below 3.00. Powerband was in compliance with the debt to net worth ratio (0.60 as of December 31, 2019) as of and for the year ended December 31, 2019.

As of December 31, 2019, the 2018 Powerband Credit Facility credit limit was INR 1,400.0 million ($19.6 million) and the total gross outstanding balance was INR 1,237.4 million ($17.4 million). Net of INR 3.2 million ($0.1 million) unamortized debt issue costs, the 2018 Powerband Credit Facility outstanding balance was INR 1,234.2 million ($17.3 million). Including INR 1.8 million (less than $0.1 million) in letters of credit, total utilization under the 2018 Powerband Credit Facility amounted to INR 1,239.2 million ($17.4 million). Any repayments of term loan borrowings the 2018 Powerband Credit Facility are not available

~~to be borrowed again~~fluctuations in the ~~future. Unused availability under the 2018 Powerband Credit Facility as of December 31, 2019 amounted to~~USD and INR ~~136.5 million ($1.9 million), comprised of uncommitted funding.~~exchange rates.

~~Liquidity~~

The Company relies upon cash flows from operations and borrowings to meet working capital requirements, as well as to fund capital expenditures, mergers & acquisitions, dividends, share repurchases, obligations under its other debt instruments, and other general corporate purposes.

The Company's liquidity risk management process serves to maintain a sufficient amount of cash and to ensure that the Company has financing sources for a sufficient authorized amount. The Company establishes budgets, cash estimates and cash management policies to ensure it has the necessary funds to fulfill its obligations for the foreseeable future.

The Company believes it has sufficient cash on hand, and that it will generate sufficient funds from cash flows from operating activities, to meet its ongoing expected capital expenditures, working capital and discretionary dividend payment funding needs for at least the next twelve months. In addition, funds available under the 2018 Credit Facility may be used, as needed, to fund more significant strategic initiatives.

As of December 31, 2019, the Company had $7.0 million of cash and $399.0 million of loan availability (comprised of committed funding of $394.3 million and uncommitted funding of $4.7 million), yielding total cash and loan availability of $406.0 million compared to total cash and loan availability of $393.9 million as of December 31, 2018.

Cash Flows

The Company’s net working capital on the balance sheets increased during ~~2018~~2021 and 2020 due to the effects of business acquisitions. However, working capital amounts acquired are not included in cash flows from operating activities under IFRS. As such, the discussions below regarding ~~2018~~2021 and 2020 working capital items appropriately exclude these effects.

Cash flows from operating activities ~~increased~~decreased in the year ended December 31, ~~2019~~2021 by ~~$44.2~~$19.2 million to ~~$135.0~~$160.4 million from ~~$90.8~~$179.6 million in the year ended December 31, ~~2018~~2020 primarily due to ~~(i)~~ an increase ~~in gross profit, (ii) year over year decrease~~ in cash used for working capital items, ~~and (iii) the non-recurrence of a discretionary pension contribution in the third quarter of 2018,~~ partially offset by an increase in ~~income taxes paid as a result of the non-recurrence of a US tax refund received~~gross profit. Changes in ~~2018. The combination of accounts receivable, inventories, other current assets and accounts payable decreased~~ working capital items consisted primarily of (i) a greater increase in inventories, (ii) greater increase in accounts receivables, and (iii) share-based compensation settlements in 2021 related to cash-settled awards as discussed in the "Capital Stock" section below, partially offset by ~~$11.0 million~~a greater increase in ~~2019, compared~~accounts payable. A larger investment in working capital was required in 2021 due to ~~a decrease~~higher selling and raw material prices, the impacts and management of ~~$27.4 million in 2018.~~supply chain constraints, as well as organic growth and the timing of payments and receipts. Additional discussion on working capital changes is provided in the section entitled "Working Capital” above.

Cash flows from operating activities ~~decreased~~increased in the year ended December 31, ~~2018~~2020 by ~~$1.3~~$44.6 million to ~~$90.8~~$179.6 million from ~~$92.1~~$135.0 million in the year ended December 31, ~~2017. Factors that decreased operating cash flows included an $11.3 million discretionary contribution~~2019 primarily due to US defined benefit pension plans in 2018, plus year over year increases in working capital. The combination of accounts receivable, inventories, other current assets and accounts payable increased working capital by $27.4 million in 2018, compared to working capital increases of $18.2 million in 2017. These items were largely offset by an increase in gross profit and ~~decreases~~an increase in accounts payable and accrued liabilities in 2020, compared to a decrease in 2019, partially offset by (i) a greater increase in accounts receivable, (ii) an increase in income taxes paid ~~mainly as a result of the TCJA~~and (iii) an increase in ~~2018.~~inventories.

Cash flows from operating activities increased in the fourth quarter of ~~2019~~2021 by ~~$3.1~~$35.8 million to ~~$73.3~~$124.4 million from ~~$70.2~~$88.6 million in the fourth quarter of ~~2018~~2020 primarily due ~~to a decrease in inventories in the fourth quarter of 2019 compared~~ to an increase in ~~the same period in 2018 due to an inventory reduction initiative in 2019,~~cash flows from working capital items and a ~~larger~~ decrease in ~~accounts receivable and an increase~~income tax paid, partially offset by a decrease in gross profit. ~~These increases were largely offset by less~~Changes in working capital items consisted primarily of ana greater increase in accounts payable and accrued liabilities, ~~resulting from the timing of payments near the end of the fourth quarter of 2019 compared to the same period in 2018 and an~~partially offset by a greater increase in ~~income taxes paid.~~inventories as discussed in the section entitled "Working Capital” above

Cash flows used for investing activities ~~decreased~~increased in the year ended December 31, ~~2019~~2021 by ~~$194.4~~$38.6 million to ~~$48.9~~$121.4 million from ~~$243.3~~$82.8 million in the year ended December 31, ~~2018,~~2020. Cash flows used for investing activities increased by $8.3 million to $33.8 million in the fourth quarter of 2021 from $25.5 million in the fourth quarter of 2020. The increase in both periods was primarily due to ~~the non-recurrence of the Polyair Acquisition in August 2018 and the Maiweave Acquisition in December 2018, as well as a decrease~~an increase in capital expenditures ~~due to the completion of the larger-scale greenfield projects~~as discussed in the section entitled "Capital Resources".

Cash flows used for investing activities increased in the year ended December 31, ~~2018~~2020 by ~~$90.4~~$33.9 million to ~~$243.3~~$82.8 million from ~~$152.9~~$48.9 million in the year ended December 31, 2017, primarily due to a greater investment in strategic acquisitions, consisting of Polyair and Maiweave in 2018 for a total of $165.8 million, compared to Cantech and the Capstone partnership in 2017 for a total of $67.0 million.

~~Cash flows used for investing activities decreased by $30.2 million to $9.8 million in the fourth quarter of~~ 2019, ~~from $40.1 million in the fourth quarter of 2018~~ primarily due to the ~~non-recurrence of the Maiweave~~Nortech Acquisition in ~~December 2018 and~~the first quarter of 2020, partially offset by a decrease in capital ~~expenditures.~~expenditures as a result of the Company proactively reducing its planned capital expenditures during the first nine months of 2020 as a precautionary measure given market uncertainty caused by COVID-19.

Cash ~~flows from~~outflows for financing activities decreased in the year ended December 31, ~~2019~~2021 by ~~$263.0~~$60.7 million to ~~an outflow of $98.9~~$27.1 million from ~~an inflow of $164.2~~$87.8 million in the year ended December 31, ~~2018~~2020 primarily due to greater net ~~borrowing~~borrowings in ~~2018~~2021 to ~~fund strategic and growth acquisitions and other~~support increases in working capital ~~requirements,~~needs and higher capital expenditures, partially offset by charges incurred as ~~well as an increase in interest paid which was largely the~~a result of changes to the ~~semi-annual recurring interest payment on~~Company's capital structure in 2021, including the 2018 Senior Unsecured Notes ~~in April~~Redemption Charges and October of 2019. These decreases were partially offset by the non-recurrence of the settlement of the Company's call options to acquire the outstanding 26% interest in Powerband in 2018 and the non-recurrence debt issuance costs primarily associated with the Senior Unsecured Notes and the 2018 Credit Facility entered into during 2018. Additional discussion on borrowings is provided in the section entitled "Liquidity and Borrowings".

Cash flows from financing activities increased in the year ended December 31, 2018 by $116.4 million to an inflow of $164.2 million from an inflow of $47.7 million in the year ended December 31, 2017, primarily due to an increase in net borrowings, partially offset by the settlement of the Company's call options to acquire the outstanding 26% interest in Powerband in 2018 and an increase in debt issuance costs primarily associated with the Senior Unsecured Notes and the 2018 Credit Facility. The increase in borrowings was primarily to fund strategic and growth acquisitions and other working capital requirements.

Cash flows from financing activities decreased by $47.1 million to an outflow of $70.9 million in the fourth quarter of 2019 from an outflow of $23.9 million in the fourth quarter of 2018 primarily due to greater net borrowing in the fourth quarter of 2018 to fund the Maiweave Acquisition, strategic capital projects and other working capital needs, as well as an increase in interest paid. These increases were partially offset by the non-recurrence of the settlement of the Company's call options to acquire the outstanding 26% interest in Powerband in 2018 and non-recurrence of the debt issuance costs associated with the 2021 Senior Unsecured Notes and the ~~2018~~2021 Credit Facility. Additional discussion on borrowings is provided in the section entitled "Liquidity and Borrowings".

~~The Company is including~~Cash outflows for financing activities decreased in the year ended December 31, 2020 by $11.0 million to $87.8 million from $98.9 million in the year ended December 31, 2019 primarily due to a decrease in net debt repayments and a decrease in interest paid due to lower average cost of debt and lower average debt outstanding. These decreases were partially offset by a decrease

in cash proceeds from the exercise of stock options and an increase in dividends paid primarily due to a $0.01 per share increase in the fourth quarter of 2020.

Cash outflows for financing activities increased by $11.2 million to $71.6 million in the fourth quarter of 2021 from $60.4 million in the fourth quarter of 2020 primarily due to greater net debt repayments in the fourth quarter of 2021.

Free Cash Flows

A reconciliation of free cash flows, a non-GAAP financial measure, because it is used by management and investors in evaluating the Company’s performance and liquidity. Free cash flows does not have any standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. Free cash flows should not be interpreted to represent the total cash movement for the period as described in the Company's Financial Statements, or to represent residual cash flow available for discretionary purposes, as it excludes other mandatory expenditures such as debt service.

~~Free cash flows is defined by the Company as~~ cash flows from operating activities, ~~less purchases~~the most directly comparable GAAP financial measure, is set forth below. For definitions of ~~property, plant~~non-GAAP financial measures, see the section entitled “Non-GAAP and ~~equipment.~~Other Specified Financial Measures”.

Free Cash Flows Reconciliation to Cash Flows from Operating Activities

(In millions of USD)

(Unaudited)


	Three months ended December 31,		Year ended December 31,
	2021	2020	2021	2020	2019
	$	$	$	$	$
Cash flows from operating activities	124.4	88.6	160.4	179.6	135.0
Less purchases of property, plant and equipment	(33.8)	(24.8)	(81.3)	(45.8)	(48.2)
Free cash flows	90.6	63.8	79.1	133.8	86.8

Free cash flows decreased in the year ended December 31, 2021 by $54.6 million to $79.1 million from $133.8 million in the year ended December 31, 2020 primarily due to an increase in capital expenditures and working capital needs.

Free cash flows increased in the year ended December 31, ~~2019~~2020 by ~~$71.8~~$46.9 million to ~~$86.8~~$133.8 million from ~~$15.0~~$86.8 million in the year ended December 31, ~~2018~~2019 primarily due to an increase in cash flows from operating activities and a decrease in capital expenditures.

Free cash flows increased in the ~~year ended December 31, 2018 by $8.2 million to $15.0 million from $6.8 million in the year ended December 31, 2017 primarily due to a decrease in capital expenditures.~~

~~Free cash flows increased in the~~ fourth quarter of ~~2019~~2021 by ~~$11.7~~$26.8 million to ~~$63.7~~$90.6 million from ~~$52.0~~$63.8 million in the fourth quarter of ~~2018,~~2020, primarily due to ~~a decrease in capital expenditures and~~ an increase in cash flows from operating ~~activities.~~

~~A reconciliation of free cash flows to cash flows from operating~~ activities, ~~the most directly comparable GAAP financial measure, is set forth below.~~

~~Free Cash Flows Reconciliation to Cash Flows from Operating Activities~~

~~(In millions of USD)~~

~~(Unaudited)~~

Three months ended
December 31,

Year ended
December 31,
2019 2018 2019 2018 2017
$ $ $ $ $
Cash flows from operating activities 73.3
70.2
135.0
90.8
92.1
Less purchases of property, plant and equipment (9.6 ) (18.2 ) (48.2 ) (75.8 ) (85.3 )
Free cash flows 63.7
52.0
86.8
15.0
6.8
partially offset by an increase in capital expenditures.

Capital Resources

Capital expenditures totalled ~~$9.6~~$33.8 million and ~~$48.2~~$81.3 million in the three months and year ended December 31, ~~2019,~~2021, respectively, asand were funded primarily by the Company's ~~borrowings and~~ cash flows from operating ~~activities.~~activities and borrowings. Capital expenditures for the year ended December 31, ~~2019 were primarily~~2021 consisted of approximately $43 million to expand production capacity in the Company's highest growth product categories, specifically water-activated tape, wovens, protective packaging and films, as well as approximately $17 million for ~~property, plant~~cost savings initiatives and ~~equipment to support the end stages of the greenfield manufacturing facilities in India~~digital transformation and various other smaller-scale strategic and growth initiatives, including projects to support the integration of acquired operations. As expected, with the completion of the larger-scale greenfield projects, capital expenditures are returning to what the Company considers to be a more normal annual range covering maintenance needs and initiatives supporting the efficiency and effectiveness of operations. The Company plansapproximately $21 million for ~~on-going annual capital investments (including maintenance needs) that are expected to range between $40 and $60 million excluding any larger-scale strategic projects. All~~regular maintenance. Some of the Company's ~~strategic~~capacity expansion initiatives announced in 2021 have been delayed by supply chain constraints and ~~growth initiatives are expected to yield an~~labor shortages, which will result in some expenditures shifting into 2022. By installing new capacity within its existing footprint, the Company expects these capacity expansion projects will provide shorter-term investment horizons and return profiles that will exceed 20% in after-tax internal ~~rate~~rates of ~~return greater than 15%.~~

~~Indian Greenfield Manufacturing Facilities~~

return. The Company ~~successfully completed~~is investing directly into categories where it expects demand to exceed production in the Capstone woven products greenfield manufacturing facility in Karoli, India which after a brief ramp up period is now operating at full capacity. As expected, given the extended supply chain in transiting product to our North American manufacturing facilitiesnear term. Based on its current capital plan for ~~use in production and order fulfillment,~~capacity expansion initiatives, the Company ~~began to realize~~still anticipates generating approximately $100 million in incremental revenue on an annualized run-rate basis by the ~~associated contribution to results in the third quarter~~end of ~~2019. The benefits realized in the second half of 2019 were consistent with the Company's expectations~~2022, as well as additional growth into 2023 and management remains confident it will achieve its hurdle rate of an after-tax internal rate of return of 15%. Total project expenditures since inception totalled approximately $28.7 million at December 31, 2019.beyond.

The Company completed the commissioning of production processes associated with the greenfield carton sealing tape manufacturing facility in Dahej, India. Total project expenditures since inception totalled approximately $21.4 million as of December 31, 2019. Subsequent production ramp up to optimal operating efficiency and order book generation is expected to be slower than initially anticipated and as a result, sales from this manufacturing facility did not make a significant contribution to results in 2019 and is not expected to in 2020. Most of the production volume of hot melt carton sealing tape expected to be produced in Dahej for the North American market is currently being produced more profitably in the Danville, Virginia manufacturing facility. The Company does not expect to achieve an after-tax internal rate of return greater than 15% on this investment based on the original plan for the facility but continues to assess plans to optimize this asset.

~~Capital expenditures for selected strategic and growth initiatives completed in 2019 are summarized in the table below (in millions of USD):~~

Year Ended
December 31, 2019 Total Project Expenditures Since Inception
$ $
Capstone Greenfield Project ^{(1) (2)}
3.4
28.7
Powerband Investment Project ⁽¹⁾
5.7
21.4


⁽¹⁾	~~Subject to foreign exchange impact.~~


⁽²⁾	~~Excluding any government subsidies.~~

Capital expenditures to support maintenance needs are approximately $20 million annually. This amount has increased from previous years mainly due to the business acquisitions made in 2018 and 2017. The Company regards maintenance needs as those expenditures required to keep its equipment and premises in acceptable working order.

The Company had commitments to suppliers to purchase machinery and equipment totalling approximately ~~$9.0~~$26.2 million as of December 31, ~~2019,~~2021, primarily to support ~~smaller-scale strategic and growth initiatives. It is expected~~the Company's capacity expansion initiatives discussed above. The Company expects that such amounts will be paid out in the next twelve months and will be funded by the Company's borrowings and cash flows from operating activities.

Contractual Obligations

The Company’s principal contractual obligations and commercial commitments as of December 31, ~~2019~~2021 are summarized in the following table (in millions of USD):


	Payments Due by Period ⁽¹⁾						Payments Due by Period (1)
	Total	Less than 1 year	1-3 years	4-5 years	After 5 years		Total	Less than 1 year	1-3 years	4-5 years	After 5 years
	$	$	$	$	$		$	$	$	$	$
Debt obligations ⁽²⁾	615.7	46.1	84.5	203.3	281.8	Debt obligations (2)	653.1	27.8	46.3	136.5	442.5
Standby letters of credit ⁽²⁾	3.4	3.4	—	—	—	Standby letters of credit (2)	2.3	2.3	—	—	—
Capitalized lease obligations ⁽³⁾	57.3	8.7	18.3	12.4	17.9	Capitalized lease obligations (3)	54.4	12.8	16.4	10.2	14.9
Pensions, post-retirement and other long-term employee benefit plans ⁽⁴⁾	6.0	6.0	—	—	—	Pensions, post-retirement and other long-term employee benefit plans (4)	13.0	7.9	1.8	1.7	1.6
Operating lease and service contract obligations	1.4	0.5	0.6	0.3	—
Operating lease and related service contract obligations						Operating lease and related service contract obligations	0.8	0.5	0.3	—	—
Equipment purchase commitments	9.0	9.0	—	—	—	Equipment purchase commitments	26.2	26.2	—	—	—
Utilities contract obligations ⁽⁵⁾	19.2	6.1	9.4	3.7	—	Utilities contract obligations (5)	9.9	4.5	5.5	—	—
Raw material purchase commitments ⁽⁶⁾	21.7	21.2	0.5	—	—	Raw material purchase commitments (6)	34.5	34.5	—	—	—
Other obligations ⁽⁷⁾	7.4	2.4	2.3	1.4	1.3	Other obligations (7)	22.8	14.3	4.7	2.0	1.9
Total	741.1	103.3	115.7	221.1	301.0	Total	817.1	130.9	74.9	150.4	460.9


⁽¹⁾	"Less than 1 year" represents those payments due in 2020, "1-3 years" represents those payments due in 2021 and 2022, "3-5 years" represents those payments due in 2023 and 2024, while "After 5 years" includes those payments due in later years.

(1)"Less than 1 year" represents those payments due in 2022, "1-3 years" represents those payments due in 2023 and 2024, "3-5 years" represents those payments due in 2025 and 2026, while "After 5 years" includes those payments due in later years.

⁽²⁾

Refer to the previous section entitled "Liquidity and Borrowings" and Note 14 in the Company’s Financial Statements for a complete discussion of borrowings. The figures in the table above include interest expense payments of $145.4 million representing the contractual undiscounted cash flows categorized by their earliest contractual maturity date. During 2019, $2.4 million was reclassified from borrowings to deferred income in other liabilities pertaining to forgivable government loans. Refer to Note 24 in the Company’s Financial Statements for a complete discussion of liquidity risk.


⁽³⁾	The figures in the table above include interest expense included in minimum lease payments of $12.6 million and exclude variable lease payments. Refer to Note 24 in the Company’s Financial Statements for a complete discussion of liquidity risk.

(2)Refer to the previous section entitled "Liquidity and Borrowings" and Note 14 in the Company’s Financial Statements for a complete discussion of borrowings. The figures in the table above include interest expense payments of $134.2 million representing the contractual undiscounted cash flows categorized by their earliest contractual maturity date. Amounts included in deferred income in other liabilities pertaining to forgivable government loans are not included in the table above. Refer to Note 24 in the Company’s Financial Statements for a complete discussion of liquidity risk.

⁽⁴⁾

Pension, post-retirement and other long-term employee benefit plans includes contributions associated with defined benefit and defined contribution plans. Defined benefit plan contributions represent the minimum required amount the Company expects to contribute in 2020, including benefit payments associated with the health & welfare and other post-retirement plans. Defined benefit plan contributions beyond 2020 are not determinable since the amount of any contributions is heavily dependent on the future economic environment and investment returns on pension plan assets. Volatility in the global financial markets could have an unfavourable impact on the Company’s future pension and other post-retirement benefits funding obligations as well as net periodic benefit cost.

(3)The figures in the table above include interest expense included in minimum lease payments of $9.5 million and exclude variable lease payments. Refer to Note 24 in the Company’s Financial Statements for a complete discussion of liquidity risk.

(4)Pension, post-retirement and other long-term employee benefit plans includes contributions associated with defined benefit and defined contribution plans. Defined benefit plan contributions represent the minimum required amount the Company expects to contribute in 2022, including benefit payments associated with the health & welfare and other wholly unfunded post-retirement plans. Defined benefit plan contributions beyond 2022 are not determinable since the amount of any contributions is heavily dependent on the future economic environment and investment returns on pension plan assets. Volatility in the global financial markets could have an unfavourable impact on the Company’s future pension and other post-retirement benefits funding obligations as well as net periodic benefit cost.

Defined contribution plan contributions represent the obligation recorded as of December 31, ~~2019~~2021 to be paid in ~~2020.~~2022. Certain defined contribution plan contributions beyond ~~2020~~2022 are not determinable since contribution to the plan is at the discretion of the Company.

Obligations under deferred compensation plans represent participant compensation deferrals and earnings and losses thereon. Amounts due to participants are payable based on participant elections. ~~The~~For certain elections, the amount and timing of a potential cash payment to settle these obligations is not determinable since the decision to settle is not within the Company’s control and, therefore, isare not included in the table above. The amounts included in the table are based on current participant balances and represent scheduled distributions only. As of December 31, ~~2019,~~2021, obligations under the deferred compensation plan totalled ~~$4.0~~$8.3 million.

Refer to Note 20 in the Company’s Financial Statements for a complete discussion of pension, post-retirement and other long-term employee benefit plans.

⁽⁵⁾

Utilities contract obligations include agreements with various utility suppliers to fix certain energy costs, including natural gas and electricity, for minimum amounts of consumption at several of the Company’s manufacturing facilities, as discussed in the previous section entitled "Off-Balance Sheet Arrangements". The figures included in the table above are estimates of utility billings over the term of the contracts based on the contracted fixed terms and current market rate assumptions. The Company currently knows of no event, trend or uncertainty that may affect the availability or benefits of the agreements now or in the future.

(5)Utilities contract obligations include agreements with various utility suppliers to fix certain energy costs, including natural gas and electricity, for minimum amounts of consumption at several of the Company’s manufacturing facilities, as discussed in the previous section entitled "Off-Balance Sheet Arrangements". The figures included in the table above are estimates of utility billings over the term of the contracts based on the contracted fixed terms and current market rate assumptions. The Company currently knows of no event, trend or uncertainty, including the impact of COVID-19, that may affect the availability or benefits of the agreements now or in the future.


⁽⁶⁾	Raw material purchase commitments include certain raw materials from suppliers under consignment agreements, as discussed in the previous section entitled "Off-Balance Sheet Arrangements". The figures included in the table above represent raw material inventory on hand or in transit, owned by the Company’s suppliers, that the Company expects to consume.

(6)Raw material purchase commitments include certain raw materials from suppliers under consignment agreements, as discussed in the previous section entitled "Off-Balance Sheet Arrangements". The figures included in the table above represent raw material inventory on hand or in transit, owned by the Company’s suppliers, that the Company expects to consume.

Raw material purchase commitments also include agreements with various raw material suppliers to purchase minimum quantities of certain raw materials at fixed rates, as discussed in the previous section entitled "Off-Balance Sheet Arrangements". The figures included in the table above do not include estimates for storage costs, fees or penalties. The Company currently knows of no event, trend or uncertainty, including the impact of COVID-19, that may affect the availability or benefits of these agreements now or in the future.

⁽⁷⁾

(7)Other obligations include provisions for (i) environmental obligations primarily related to the Columbia, South Carolina manufacturing facility, (ii) restoration obligations associated with leased facilities, (iii) termination benefits, (iv) litigation provisions, (v) total future cash outflows associated with leases committed but not commenced as of December 31, 2021, (vi) service agreements for which the Company is contractually obligated, and (vii) other liabilities. Refer to Notes 15, 16, 23, and 17 in the Company’s Financial Statements for a complete discussion of lease liabilities, provisions and contingent liabilities, service agreements, and other liabilities, respectively.

Other obligations include provisions for (i) environmental obligations primarily related to the Columbia, South Carolina manufacturing facility, (ii) restoration obligations associated with leased facilities, (iii) termination benefits, (iv) litigation provisions, (v) total future cash outflows associated with leases committed but not commenced as of December 31, 2019, (vi) expected undiscounted future cash outflows due under interest rate swap agreements and (vii) other liabilities. Refer to Note 15, 16 and 17 in the Company’s Financial Statements for a complete discussion of lease liabilities, provisions and contingent liabilities, and other liabilities, respectively.

The amount and timing of a potential cash payment to settle a deferred share unit ("DSU") is not determinable since the decision to settle is not within the Company’s control after the award vests and, therefore, is not included in the table above. Share-based compensation awards that have not vested as of December 31, ~~2019~~2021 are also not included in the table above. Refer to the section below entitled "Capital Stock" for a discussion of share-based compensation plans.

The Company is not able to reasonably estimate the timing of payments associated with deferred tax liabilities and therefore, the preceding table excludes total deferred tax liabilities of ~~$46.7~~$38.9 million. Refer to Note 5 in the Company’s Financial Statements for a complete discussion of income taxes.

The timing related to the settlement of the Company's non-controlling interest put option, which totalled ~~$13.6~~$27.5 million as of December 31, ~~2019,~~2021, is not determinable due to the nature of the shareholders’ agreement, which provides each of the non-controlling interest shareholders of Capstone with the right to require the Company to purchase their retained interest at a variable purchase price following a five-year lock-in period following the date of acquisition, with no expiration of these rights. Refer to Note 24 in the ~~Company’s~~Company’s Financial Statements for a complete discussion of non-controlling interest put options.

Purchase orders outside the scope of the raw material purchase commitments as defined in this section are not included in the table above. The Company is not able to determine the aggregate amount of such purchase orders that represent contractual obligations, as these purchase orders typically represent authorizations to purchase rather than binding agreements. For the purposes of this table, contractual obligations for purchase of goods or services are defined as agreements that are enforceable and legally binding on the Company and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. The Company’s purchase orders are based on current demand expectations and are fulfilled by the Company’s vendors within short time horizons. The Company also enters into contracts for outsourced services; however, the obligations under these contracts are not significant and the contracts generally contain clauses allowing for cancellation without significant penalty.

Capital Stock and Dividends

Common Shares

As of December 31, ~~2019,~~2021, there were ~~59,009,685~~59,284,947 common shares of the Company outstanding.

Dividends

On August ~~7, 2019,~~10, 2021, the Board of Directors amended the Company's quarterly policy to increase the annualized dividend by ~~5.4%~~7.9% from ~~$0.56~~$0.63 to ~~$0.59~~$0.68 per common share. The Board's decision to increase the dividend was based on the Company's strong financial position and positive outlook. During the year ended December 31, ~~2019,~~2021, cash dividends paid to shareholders were ~~paid~~ as follows:

Declared Date Paid date
Per common
share
amount

Shareholder
record date

Common
shares issued
and
outstanding

Aggregate
payment
March 12, 2019 March 29, 2019 $ 0.14
March 22, 2019 58,665,310
$ 8.2
May 8, 2019 June 28, 2019 $ 0.14
June 14, 2019 58,877,185
$ 8.4
August 7, 2019 September 30, 2019 $ 0.1475
September 16, 2019 58,877,185
$ 8.7
November 8, 2019 December 30, 2019 $ 0.1475
December 16, 2019 58,939,685
$ 8.7


Declared Date	Paid date	Per common share amount		Shareholder record date	Common shares issued and outstanding	Aggregate payment (1)
March 11, 2021	March 31, 2021	$	0.1575	March 22, 2021	59,027,047	$	9.2
May 11, 2021	June 30, 2021	$	0.1575	June 16, 2021	59,027,047	$	9.2
August 10, 2021	September 30, 2021	$	0.1700	September 16, 2021	59,284,947	$	10.0
November 11, 2021	December 31, 2021	$	0.1700	December 17, 2021	59,284,947	$	10.2

(1)Aggregate dividend payment amounts presented in the table above are adjusted for the impact of foreign exchange rates on cash payments to shareholders.

~~Since the dividend policy was reinstated in August 2012, the Company has paid $204.5 million in cumulative dividends, of which $34.0 million was paid in 2019.~~

The dividends paid in ~~2019~~2021 and payable in ~~2020~~2022 by the Company are "eligible dividends" as defined in subsection 89(1) of the Income Tax Act (Canada).

Share Repurchases

On July 23, ~~2019,~~2021, the Company renewed ~~the~~its normal course issuer bid ("NCIB") under which it is permitted to repurchase for cancellation up to 4,000,000 common shares of the Company at prevailing market prices during the twelve-month period ending July 22, ~~2020.~~2022. As of December 31, ~~2019~~2021 and March ~~12, 2020,~~10, 2022, 4,000,000 shares remained available for repurchase under the NCIB.

The Company's two previous NCIBs, which each allowed repurchases for cancellation of up to 4,000,000 common shares, expired on July 22, ~~2019~~2021 and July ~~16, 2018,~~22, 2020, respectively. There were no share repurchases during the ~~year~~years ended December 31, ~~2019.~~

~~The table below summarizes the NCIB activity that occurred during both the three months~~2021 and ~~year ended December 31, 2018:~~2020.

2018
Common shares repurchased 217,100
Average price per common share including commissions CDN$ 16.02
Total purchase price including commissions ⁽¹⁾
$ 2.6


⁽¹⁾	~~In millions of USD~~

Share-based Compensation

The Company's share-based compensation plans include: stock options, ~~Stock Appreciation Rights ("SAR"),~~ Performance Share Units ("PSU"), Restricted Share Units ("RSU") and Deferred Share Units ("DSU").

The table below summarizes share-based compensation activity that occurred during the following periods:

~~On March 12, 2019,~~


	Three months ended December 31,		Year ended December 31,
	2021	2020	2021	2020	2019
Equity-settled
Stock options granted	—	—	243,152	1,533,183	392,986
Stock options exercised	—	17,362	257,900	17,362	359,375
Stock options forfeited/cancelled	—	—	—	77,500	32,503
Cash proceeds (in millions of USD)	—	$0.3	$2.7	$0.3	$3.3
Cash-settled
DSUs granted	11,860	13,312	67,554	115,114	72,434

PSUs granted	—	—	200,982	694,777	291,905
PSUs added (cancelled) by performance factor (1)	—	—	143,512	(346,887)	(401,319)
PSUs settled (1)	—	—	409,670	—	—
PSUs forfeited/cancelled	3,872	20,891	10,046	25,923	23,739
RSUs granted	—	—	81,981	281,326	120,197
RSUs forfeited/cancelled	1,291	6,965	3,349	8,643	7,412
RSUs settled	—	—	106,906	—	—
Cash settlements (in millions of USD)	—	—	$13.2	—	—
Share-based compensation expense (in millions of USD)	$0.7	$18.4	$21.7	$22.9	$0.5

(1)The table below provides further information regarding the ~~Board~~PSUs settled included in the table above. The number of ~~Directors adopted a new Executive Stock Option Plan~~"Target Shares" reflects 100% of the PSUs granted and ~~on June 6, 2019, shareholders approved~~ the ~~plan at~~number of PSUs settled reflects the performance adjustments to the Target Shares:


Grant Date	Date Settled	Target Shares	Performance		PSUs settled
March 21, 2016	March 21, 2019	371,158	0	%	—
December 20, 2016	December 20, 2019	30,161	0	%	—
March 20, 2017	March 20, 2020	346,887	0	%	—
March 21, 2018	March 23, 2021	266,158	153.9	%	$	409,670

Grant details for PSUs granted during the year ended December 31, 2021 and 2020:

The number of PSUs granted during the years ended December 31, 2021 and 2020 that will be eligible to vest can range from 0% to 175% of the Target Shares as determined by multiplying the number of PSUs awarded by the adjustment factors as follows:

•25% based on the Company's ~~Annual Meeting of Shareholders. The Company's prior Executive Stock Option Plan, which was adopted in 1992 and last ratified on June 4, 2015, elapsed on June 4, 2018.~~

~~On August 7, 2019, the Board of Directors amended the terms of the PSU awards granted in 2017 only to modify the performance adjustment factor specific to the~~ total shareholder return ("TSR") ranking relative to the S&P North America SmallCap Materials (Industry Group) Index (the "Index Group") over the measurement period as set out in the table below;

•25% based on the Company's TSR ranking relative to a specified peer group of companies ("Peer Group") over the ~~performance~~ measurement ~~period.~~ period as set out in the table below; and

•50% based on the Company's average return on invested capital over the measurement period as compared to internally developed thresholds (the “ROIC Performance”) as set out in the table below.

Grant details for PSUs granted during the year ended December 31, 2019:

The ~~amendment was intended~~number of PSUs granted during the year ended December 31, 2019 that will be eligible to ~~align~~vest can range from 0% to 175% of the ~~performance~~Target Shares as determined by multiplying the number of PSUs awarded by the adjustment factors ~~with~~as follows:

•50% based on the ~~market practice of interpolating~~Company's TSR ranking relative to the Peer Group over the measurement period as ~~well~~set out in the table below; and

•50% based on the Company's ROIC Performance as set out in the ~~recent practice of the Company. As amended, the~~table below.

The relative TSR performance adjustment factor is determined as ~~follows (interpolated on a straight-line basis):~~

follows:



TSR Ranking Relative to the Index Group/Peer Group			Percent of Target Shares Vested ~~(%)~~
90th percentile or higher			200	%
75th percentile			150	%
50th percentile			100	%
25th percentile			50	%
Less than the 25th percentile		0
~~25th percentile~~	50
~~50th percentile~~0	~~100~~
~~75th percentile or above~~	~~150~~%

The ~~table below summarizes share-based compensation activity that occurred during the following periods:~~ROIC Performance adjustment factor is determined as follows:

Three months ended
December 31, Year ended
December 31,
2019 2018 2019 2018
Equity-settled
Stock options granted —
—
392,986
242,918
Stock options exercised 132,500
50,000
359,375
67,500
Stock options forfeited/cancelled —
—
(32,503 ) —
Cash proceeds (in millions of USD) $1.3 $0.5 $3.3 $0.6
Cash-settled
DSUs granted 9,003
26,031
72,434
69,234
DSUs settled —
—
—
37,668
PSUs granted —
—
291,905
284,571
PSUs (cancelled)/added by performance factor ⁽¹⁾
(30,161 ) —
(401,319 ) (2,125 )
PSUs settled ⁽¹⁾
—
—
—
(335,465 )
PSUs forfeited/cancelled (9,669 ) —
(23,739 ) (16,053 )
RSUs granted —
—
120,197
113,047
RSUs forfeited/cancelled (2,013 ) —
(7,412 ) (1,228 )
SARs exercised —
—
—
147,500
Cash settlements (in millions of USD) —
—
—
$7.9
Share-based compensation (benefit) expense (in millions of USD) $(1.5) $0.4 $0.5 $1.9


⁽¹⁾ ROIC Performance	~~The table below provides further information regarding the PSUs settled included in the table above. The number~~	Percent of ~~"Target Shares" reflects 100% of the PSUs granted and the number of PSUs settled reflects the performance adjustments to the~~ Target ~~Shares:~~Shares Vested
1st Tier		0	%
2nd Tier		50	%
3rd Tier		100	%
4th Tier		150	%

Grant Date Date Settled Target Shares Performance PSUs settled
March 21, 2016 March 21, 2019 371,158
0 % —
December 20, 2016 December 20, 2019 30,161
0 % —

The TSR performance and ROIC Performance adjustment factors between the numbers set out in the two tables above are interpolated on a straight-line basis.

The performance period is the period from January 1st in the year of grant through December 31st of the third calendar year following the date of grant. The PSUs are expensed over the vesting period beginning from the date of grant through February 15th of the fourth calendar year following the date of grant.

As of December 31, ~~2019, $4.9~~2021, $19.1 million was recorded in share-based compensation liabilities, current, and ~~$4.2~~$19.9 million was recorded in share-based compensation liabilities, non-current.

~~The table below presents the share-based compensation (benefit) expense recorded in earnings in SG&A by award type (in millions of USD):~~

Three months ended
December 31, Year ended
December 31,
2019 2018 2019 2018
$ $ $ $
Equity-settled 0.2
0.1
0.7
0.5
Cash-settled (1.7 ) 0.2
(0.2 ) 1.4
Total $(1.5) $0.4 $0.5 $1.9

Pension and Other Post-Retirement Benefit Plans

The Company’s pension and other post-retirement benefit plans had an unfunded net deficit of ~~$15.1~~$12.3 million as of December 31, ~~2019~~2021 as compared to ~~$14.9~~$16.8 million as of December 31, ~~2018.~~2020. The ~~slight increase~~decrease was primarily due to ~~a decrease~~an increase in ~~discount rates largely offset by favourable plan asset performance. The net present value of~~ the ~~liability increased mainly due to losses arising from changes in actuarial assumptions including a decrease in the~~year-end weighted average discount rate ~~at year-end from 4.05%~~which was 2.57% and ~~3.95%~~3.00% as of December 31, 2021 for US and Canadian plans, respectively, and 2.15% and 2.55% as of December 31, ~~2018 to 2.98% and 3.15%~~2020 for US and Canadian plans, ~~respectively, as~~respectively.

The Company currently expects to contribute a total of ~~December 31, 2019.~~

$1.0 million to its defined benefit pension and health and welfare plans in 2022. Adverse market conditions could require the Company to make additional cash payments to fund the plans which could reduce cash available for other business needs; however, the Company expects to meet its minimum required pension benefit plan funding obligations for ~~2020.~~2022. None of the defined benefit plan assets were invested in any of the Company’s own equity or financial instruments or in any property or other assets used by the Company.

Financial Risk, Objectives and Policies

Interest Rate Risk

The Company is exposed to a risk of change in cash flows due to the fluctuations in interest rates on its variable rate borrowings.

To minimize the potential long-term cost of floating rate borrowings, the Company entered into interest rate swap agreements.

The interest rate swap agreements involve the exchange of periodic payments excluding the notional principal amount upon which the payments are based. ~~If the underlying interest rate swap agreement is a~~For qualifying cash flow ~~hedge,~~hedges, these payments are recorded as an adjustment of interest expense on the hedged debt instruments and the related amount payable to or receivable from counterparties is included as an adjustment to accrued interest. Cash payments related to non-qualifying cash flow hedges are recorded as a reduction of the fair value of the corresponding interest rate swap agreement recognized in the balance sheet, which indirectly impacts the change in fair value recorded in earnings. The fair value of the derivative liabilities totalled $1.3 million as of December 31, 2019.

The Company was party to the following interest rate swap agreements which are qualifying cash flow hedges designated as hedging instruments as of December 31, ~~2019~~2021 and 2020 (in millions of USD):

Effective Date

Maturity

Notional amount
$

Settlement

Fixed interest
rate paid
%

June 8, 2017

June 20, 2022

40.0

Monthly

1.7900

August 20, 2018

August 18, 2023

60.0

Monthly

2.0450

Effective Date Maturity Notional amount Settlement
Fixed interest
rate paid
Qualifying cash flow hedges: $ %
June 8, 2017 June 20, 2022 40.0
Monthly 1.7900
August 20, 2018 August 18, 2023 60.0
Monthly 2.0450
The fair value of the derivative liabilities totalled $1.6 million and $4.0 million as of December 31, 2021 and 2020, respectively.

Interest Rate Benchmark Reform

The LIBOR interest rate benchmark continues to be the subject of proposals for reform. It is expected that a transition away from the widespread use of LIBOR to alternative rates will occur before June 2023 and that alternative reference rate(s) will be established.

The Company ~~was party~~is exposed to the ~~following~~LIBOR interest rate benchmark as a result of its interest rate swap agreements and its variable rate borrowings. The Company's 2021 Credit Facility currently contains benchmark replacement provisions. As of December 31, 2021 the Company has had no amendments to its interest rate swap agreements as ~~of December 31, 2018 (in millions of USD except where otherwise noted):~~

Effective Date Maturity Notional amount Settlement
Fixed interest
rate paid
Qualifying cash flow hedges: $ %
June 8, 2017 June 20, 2022 40.0
Monthly 1.7900
July 21, 2017 July 18, 2022 CDN$36.0
⁽¹⁾
Monthly 1.6825
August 20, 2018 August 18, 2023 60.0
Monthly 2.0450
Non-qualifying cash flow hedge:
March 18, 2015 November 18, 2019 40.0
⁽²⁾
Monthly 1.6100


⁽¹⁾	~~On December 12, 2019, the interest rate swap was terminated by the Company ahead of its maturity date of July 18, 2022 and was settled in full.~~


⁽²⁾	~~On November 18, 2019, the interest rate swap agreement matured and was settled in full.~~

~~Additionally, on August 20, 2018, an~~it pertains to interest rate ~~swap agreement with a notional amount~~benchmark reform.

The Company has applied certain reliefs that were introduced by Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7) in September 2019 and in the current year adopted the Phase 2 amendments Interest Rate Benchmark Reform—Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16. Adopting these amendments enables the Company to reflect the effects of ~~$60.0 million and fixed~~transitioning from LIBOR to alternative benchmark interest ~~rate~~rates without giving rise to accounting impacts that would not provide useful information to users of ~~1.1970% matured and was settled in full.~~financial statements.

Exchange Risk

~~The Company’s Financial Statements are expressed in USD while~~While the Company is mainly exposed to the currency of the US dollar, a portion of its business is conducted in other currencies. Changes in the exchange rates for ~~such~~other currencies into ~~USD~~US dollars can increase or decrease revenues, operating profit, earnings and the carrying values of assets and liabilities.

The Company's primary strategy to minimize its risk ~~strategy with respect to its~~of foreign currency exposure is to ensure that the Financial Risk Management Committee:

•monitors the Company's exposures and cash flows, taking into account the large extent of naturally offsetting exposures,

•considers the Company's ability to adjust its selling prices due to foreign currency movements and other market conditions, and

•considers borrowing under available debt facilities in the most advantageous manner, after considering interest rates, foreign currency exposures, expected cash flows and other factors.

Hedge of net investment in foreign operations

A foreign currency exposure arises from Intertape Polymer Group Inc.'s ~~(the “Parent Company”)~~ net investment in its USD functional currency subsidiary, IPG (US) Holdings Inc. The risk arises from the fluctuations in the USD and CDN current exchange rate, which causes the amount of the net investment in IPG (US) Holdings Inc. to vary.

In Both the 2018 ~~the Parent Company completed the private placement of its USD denominated~~ Senior Unsecured Notes ~~which resulted in additional equity investments in IPG (US) Holdings Inc. The~~and the 2021 Senior Unsecured Notes ~~are being~~(collectively "Senior Unsecured Notes") have been used to hedge the Company’s exposure to the USD foreign exchange risk on this investment.

Gains or losses on the retranslation of ~~this borrowing are~~these borrowings have been transferred to OCI to offset any gains or losses on translation of the net investment in the subsidiary.

There is an economic relationship between the hedged item and the hedging instrument as the net investment creates a translation risk that will match the foreign exchange risk on the USD borrowing designated as the hedging instrument. Hedge ineffectiveness will arise when the amount of the investment in the foreign subsidiary becomes lower than the outstanding amount of the Senior Unsecured Notes. Hedge ineffectiveness is recorded in finance costs (income) in other expense (income), net.

The changes in value related to the net investment in IPG (US) Holdings, Inc., designated as the hedged item, and the Senior

Unsecured Notes, designated as a hedging instrument, in the hedge of a net investment, are as follows ~~for the years ended December 31~~ (in millions of USD):

2019 2018
$ $
Gains/(losses) from change in value of hedging instrument used for calculating hedge ineffectiveness 11.2
(10.9 )
Gains/(losses) from hedging instrument recognized in OCI 10.3
(9.4 )
Gains/(losses) from hedge ineffectiveness recognized in earnings in finance costs (income) in other expense (income), net 0.9
(1.5 )
Foreign exchange gains recognized in CTA in the statement of changes in equity 0.0
0.0


	2021	2020
	$	$
Gain (loss) from change in value of IPG (US) Holdings, Inc. used for calculating hedge ineffectiveness	9.4	(6.5)
(Loss) gain from change in value of the Senior Unsecured Notes used for calculating hedge ineffectiveness	(10.8)	6.5
(Loss) gain from Senior Unsecured Notes recognized in OCI	(9.4)	6.5
Loss from hedge ineffectiveness recognized in earnings in finance costs (income) in other expense (income), net	(1.4)	—

Deferred tax expense on change in value of the Senior Unsecured Notes recognized in OCI	(1.6)	(0.8)

~~The notional and carrying amounts of the Senior Unsecured Notes (in millions of USD) are as follows as of:~~

December 31,
2019 December 31,
2018
$ $
Notional amount 250.0
250.0
Carrying amount 245.7
245.3

The amounts related to the net investment in IPG (US) Holdings, Inc., designated as the hedged item in the hedge of a net investment, are as follows for the years ended December 31 (in millions of USD):

2019 2018
$ $
(Loss)/gain from change in value of IPG (US) Holdings, Inc. used for calculating hedge ineffectiveness (10.3 ) 9.4

The cumulative amounts included in the foreign currency translation reserve recognized in other comprehensive income related

to the hedge of net investment in ~~IPG (US) Holdings, Inc., designated~~foreign operations are a loss of $2.1 million and a gain of $7.3 million as ~~the hedged item in the hedge~~ of ~~a net investment, (in millions of USD) is as follows as of:~~

December 31,
2019 December 31,
2018
$ $
Debit (credit) balance included in foreign currency translation reserve in OCI 0.9
(9.4 )
December 31, 2021 and 2020, respectively.

Litigation

The Company records liabilities for legal proceedings in those instances where it can reasonably estimate the amount of the loss and where liability is probable. The Company is engaged from time-to-time in various legal proceedings and claims that have arisen in the ordinary course of business. The outcome of all of the proceedings and claims against the Company is subject to future resolution, including the uncertainties of litigation. Based on information currently known to the Company and after consultation with outside legal counsel, management currently believes that the probable ultimate resolution of any such proceedings and claims, individually or in the aggregate, will not have a material adverse effect on the financial condition of the Company, taken as a whole ~~and accordingly, no material amounts have been recorded~~ as of December 31, ~~2019.~~2021.

Critical Accounting Judgments, Estimates and Assumptions

The preparation of the ~~consolidated financial statements~~Financial Statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Significant changes in the underlying assumptions could result in significant changes to these estimates. Consequently, management reviews these estimates on a regular basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about these significant judgments,

assumptions and estimates that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses are summarized ~~below:~~below.

The Company is closely monitoring the impact of the COVID-19 pandemic as a potential trigger for changes in critical accounting judgments, estimates and assumptions. There were no material impairments, changes to allowance for credit losses, restructuring charges or other changes in critical accounting judgments, estimates and assumptions that can directly attribute to COVID-19 or otherwise for the year ended December 31 2021.

~~Significant Management~~Critical Judgments in Applying the Company's Accounting Policies

The following are the critical judgments, apart from those involving estimations (which are presented separately below), that management has made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognized in financial statements.

Deferred income taxes

Deferred tax assets are recognized for unused tax losses and tax credits to the extent that it is probable that future taxable income will be available against which the losses can be utilized. These estimates are reviewed at every reporting date. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of the reversal of existing timing differences, future taxable income and future tax planning strategies. Refer to Note 5 of the Company’s Financial Statements for more information regarding income taxes.

Determination of the aggregation of operating segments

The Company uses judgment in the aggregation of operating segments for financial reporting and disclosure purposes. In doing so, management has determined that there are two operating segments consisting of a tape, film, protective packaging, and machinery segment, and an engineered coated product segment. The Company has aggregated these two operating segments into one ~~reporting~~reportable segment due to similar characteristics including the nature of goods and services provided to its customers, methods used in the sale and distribution of those goods and services, types of customers comprising its customer base, and the regulatory environment in which the Company operates.

Key Sources of Estimation Uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

Impairments

At the end of each reporting period, the Company performs a test of impairment on assets subject to depreciation and amortization if there are indicators of impairment. ~~Goodwill allocated to cash-generating~~Cash-generating units ("CGU") ~~and~~containing goodwill or intangible assets ~~with~~having indefinite useful lives are tested at least annually, regardless of the existence of impairment indicators. An impairment loss is recognized when the carrying value of an asset or CGU exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The value in use is based on estimated discounted ~~estimated~~net future cash ~~flows,~~inflows, which are derived from management's financial forecast models ~~for~~of the estimated remaining useful ~~lives~~life of the ~~assets~~asset or ~~CGUs~~CGU, and do not include restructuring activities to which the Company is not yet formally committed, nor any anticipated significant future investments expected to enhance the performance of the asset or CGU being tested. The calculated value in use varies depending on the discount rate applied to the estimated discounted cash flows, the estimated future cash ~~inflows,~~flows, and the growth rate used for extrapolation purposes.

Refer to Note 13 of the Company’s Financial Statements for more information regarding impairment testing.

Pension, post-retirement and other long-term employee benefits

the currency in which the benefits will be paid and have terms to maturity approximating the terms of the related pension benefit obligation. Actual results will differ from estimated results, which are based on assumptions. Refer to Note 20 of the Company’s Financial Statements for more information regarding the ~~assumptions~~costs and obligation related to the pension and other post-retirement benefit ~~plans.~~plans and the sensitivity of those amounts to changes in these assumptions.

Uncertain tax positions

The Company is subject to taxation in numerous jurisdictions and may have transactions and calculations during the course of business for which the ultimate tax determination is uncertain. The Company maintains provisions for uncertain tax positions that it believes appropriately ~~reflect~~reflects its risk. These provisions are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date, liabilities in excess of the Company’s provisions could result from audits by, or litigation with, the relevant taxing authorities. As of December 31, ~~2019~~2021 and ~~2018,~~2020, the Company does not have any matters for which the tax determination is uncertain and as such, no provision has been recognized. Refer to Note 5 of the Company’s Financial Statements for more information regarding income taxes.

Useful lives of depreciable assets

The Company depreciates property, plant and equipment over the estimated useful lives of the assets. Right-of-use assets are depreciated over the shorter period of the lease term and the useful life of the underlying asset. In determining the estimated useful life of these assets, significant judgment is required. Judgment is required to determine whether events or circumstances warrant a revision to the remaining periods of depreciation and amortization. The Company considers expectations of the in-service period of these assets in determining these estimates. The Company assesses the estimated useful life of these assets at each reporting date. If the Company determines that the useful life of an asset is different from the original assessment, changes to depreciation and amortization will be applied prospectively. The estimates of cash flows used to assess the potential impairment of these assets are also subject to measurement uncertainty. Actual results may vary due to technical or commercial obsolescence, particularly with respect to information technology and manufacturing equipment. Refer to Note 9 of the Company’s Financial Statements for more information regarding depreciable assets.

Right-of-use assets and lease liabilities

Extension and early termination options are included in a number of leases across the Company. These are used to maximize operational flexibility in terms of managing assets used in the Company's operations. In determining the lease term and lease payments to be included in the measurement of the corresponding right-of-use asset and lease liability, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise an early termination option. Extension options (or periods after early termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not early terminated). The lease term is reassessed if an option is actually exercised (or not exercised) or the Company becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within the control of the lessee. Refer to Note 15 of the Company’s Financial Statements for more information regarding ~~right-of-use assets and~~ lease liabilities.

Net realizable value of inventories and parts and supplies

Provisions for slow-moving and obsolete inventories are made based on the age and estimated net realizable value of inventories. The assessment of the provision involves management judgment and estimates associated with expected disposition of the inventory. Refer to Note 7 of the Company’s Financial Statements for information regarding inventories and write-downs of inventories.

Allowance for doubtful accounts and revenue adjustments

on credit monitoring indicators, and expectations of general economic conditions that might affect the collection of trade receivables. The provision matrix applies fixed provision rates depending on the number of days that a trade receivable is past due, with higher rates applied the longer a balance is past due. The Company also records reductions to revenue for estimated returns, claims, customer rebates, and other incentives. These incentives are recorded as a reduction to revenue at the time of the initial sale using the most-likely amount estimation method. The most-likely amount method is based on the single most likely outcome from a range of possible consideration outcomes. The range of possible outcomes are primarily derived from the following inputs: sales terms, historical experience, trend analysis, and projected market conditions in the various markets served. If future collections and trends differ from estimates, future earnings will be affected. Refer to Note 24 of the Company’s Financial Statements for more information regarding the allowance for ~~doubtful accounts~~expected credit loss and the related credit risks.

Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows, when the effect of the time value of money is material.

The Company's provisions include environmental and restoration obligations, termination benefits and ~~other and~~ litigation provisions.

Refer to Note 16 of the Company’s Financial Statements for more information regarding provisions.

Share-based compensation

The estimation of share-based compensation fair value and expense requires the selection of an appropriate pricing model.

The model used by the Company for stock options ~~and SAR awards~~ is the Black-Scholes pricing model. The Black-Scholes model requires the Company to make significant judgments regarding the assumptions used within the model, the most significant of which are the expected volatility of the Company’s own common shares, the probable life of awards granted, the time of exercise, the risk-free interest rate commensurate with the term of the awards, and the expected dividend yield.

The model used by the Company for PSU awards subject to a market performance condition is the Monte Carlo simulation model. The Monte Carlo model requires the Company to make significant judgments regarding the assumptions used within the model, the most significant of which are the expected volatility of the Company’s own common shares as well as those of a peer group and the risk-free interest rate commensurate with the term of the awards. For PSU awards subject to a non-market performance condition, management estimates the expected achievement of performance criteria using long-range forecasting models.

Refer to Note 18 of the Company’s Financial Statements for more information regarding share-based ~~compensation expense.~~payments.

Business acquisitions

Management uses various valuation techniques when determining the fair values of certain assets and liabilities acquired in a business combination. Refer to Note 19 of the Company’s Financial Statements for more information regarding business acquisitions.

New Standards adopted as of January 1, ~~2019~~2021

In the prior year, the Company adopted the Phase 1 amendments Interest Rate Benchmark Reform—Amendments to IFRS ~~16 -~~ ~~Leases~~ ("9, IAS 39 and IFRS ~~16")~~, ~~which replaced International Accounting Standards ("IAS") 17 -~~ ~~Leases~~ ~~("IAS 17") along with three Interpretations (IFRIC 4 ‘Determining whether an Arrangement contains a Lease’ ("IFRIC 4"), SIC 15 ‘Operating Leases-Incentives’ and SIC 27 ‘Evaluating~~7. These amendments modify specific hedge accounting requirements to allow hedge accounting to continue for affected hedges during the ~~Substance~~period of ~~Transactions Involving~~uncertainty before the ~~Legal Form of a Lease’)~~, introduced a comprehensive model for the identification of lease arrangements and accounting treatments for both lessors and lessees, as well as new disclosure requirements. IFRS 16 became effective for annual reporting periods beginning onhedged items or ~~after January 1, 2019. The new standard has been applied using the modified retrospective approach and~~hedging instruments are amended as a result ~~prior periods have not been restated. The Company has made use~~ of the ~~practical expedient available on transition~~interest rate benchmark reform.

adopting Interest Rate Benchmark Reform—Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16. Adopting these amendments enables the Company to reflect the effects of transitioning from interbank offered rates ("IBOR") to alternative benchmark interest rates without giving rise to accounting impacts that would not provide useful information to ~~reassess whether a contract is or contains a lease and the definition~~users of ~~a lease in accordance with IAS 17 and IFRIC 4~~financial statements. The amendments have been applied retrospectively.

The Company will continue to apply the Phase 1 amendments until the uncertainty arising from the interest rate benchmark reform with respect to ~~those leases entered or modified before January 1, 2019 ("~~the timing and the amount of the underlying cash flows to which the Company is exposed ends. The Company expects this uncertainty will continue until the Company’s contracts that reference IBORs are amended to specify the date on which the interest rate benchmark will be replaced and the basis for the cash flows of ~~initial application"). For those leases previously classified as finance leases,~~ the ~~right-of-use asset and lease liability~~alternative benchmark rate are ~~measured at the date of initial application at the same amounts as under IAS 17 immediately before the date of initial application.~~determined. The Company has ~~applied recognition exemptions across its complete portfolio~~floating rate debt, linked to the London Inter-bank Offered Rate, which it cash flow hedges using interest rate swaps. Details of ~~leased assets for short-term leases and leases~~the financial instruments affected by the interest rate benchmark reform together with a summary of ~~low value items. Furthermore,~~the actions taken by the Company ~~has used certain relevant practical expedients available under~~to manage the modified retrospective approach. Specifically, these include (i) applying a single discount rate to a portfolio of leases with reasonably similar characteristics, (ii) relying on the assessment of whether leases are onerous applying IAS 37 ~~Provisions, Contingent Liabilities and Contingent Assets~~ immediately before the date of initial application as an alternative to performing an impairment review, (iii) excluding leases for which the lease term ends within twelve months of the date of initial application, (iv) excluding initial direct costs from the measurement of the right-of-use asset at the date of initial application, and (v) using hindsight, such as in determining the lease term if the contract contains options to extend or terminate the lease. The Company has also elected to measure the right-of-use assets at an amount equalrisks relating to the ~~lease liability adjusted for any prepaid or accrued lease payments that existed at~~reform and the ~~date of initial application.~~ accounting impact, including the impact on hedge accounting relationships, appear in Note 24.

The adoption of this new guidance resulted in changes to the balance sheet as of January 1, 2019, including (i) recognition of $31.1 million in right-of-use assets included in property, plant and equipment, (ii) the recognition of $31.5 million in lease liabilities included in borrowings and lease liabilities, current and non-current, (iii) decrease of $0.1 million in accounts payable and accrued liabilities and (iv) decrease of $0.3 million in other liabilities. In addition, adjusted EBITDA for the year ended December 31, 2019 included the favourable impact of operating lease payments totalling $7.1 million that were capitalized in accordance with the new guidance.

~~Other pronouncements and amendments~~

In the current year, the Company has applied a number of ~~other~~ amendments to IFRS Standards and Interpretations issued by the IASB that are effective for annual periods beginning on or after January 1, ~~2019.~~2021. Their adoption has not had any material impact on the disclosures or on the amounts reported in ~~these financial statements.~~the Company's Financial Statements.

New Standards and Interpretations Issued but Not Yet Effective

As of the date of authorization of the Company’s Financial Statements, certain new standards, amendments and interpretations, and improvements to existing standards have been published by the IASB but are not yet effective and have not been adopted early by the Company. Management anticipates that all the relevant pronouncements will be adopted in the first reporting period following the date of application. Information on new standards, amendments and interpretations, and improvements to existing standards, which could potentially impact the Company’s Financial Statements, are detailed as follows:

On March 29, 2018, the IASB issued its revised Conceptual Framework for Financial Reporting ("Conceptual Framework"). This replaces the previous version of the Conceptual Framework issued in 2010. The revised Conceptual Framework is effective on January 1, 2020. The revised Conceptual Framework does not constitute a substantial revision from the previously effective guidance but does provide additional guidance on topics not previously covered such as presentation and disclosure, revised definitions of an asset and a liability, as well as new guidance on measurement and derecognition. The adoption of the revised Conceptual Framework is not expected to have a material impact on the consolidated financial statements.

~~On September 26, 2019,~~23, 2020, the IASB published ~~Interest Rate Benchmark Reform~~Classification of Liabilities as Current or Non-current (Amendments to ~~IFRS 9,~~ IAS 391), which affect only the presentation of liabilities as current or non-current in the statement of financial position and ~~IFRS 7)~~not the amount or timing of recognition of any asset, liability, income or expenses, or the information disclosed about those items. The amendments clarify that the classification of liabilities as current or non-current is based on rights that are in ~~response~~existence at the end of the reporting period, specify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability, explain that rights are in existence if covenants are complied with at the end of the reporting period, and introduce a definition of ‘settlement’ to make clear that settlement refers to the ~~ongoing reform~~transfer to the counterparty of interest rate benchmarks around the world. The objective of the amendments is to modify specific hedge accounting requirements so that entities would apply those hedge accounting requirements assuming that the interest rate benchmark on which the hedged cash, ~~flows and cash flows of the hedging instrument are based is not altered as a result of interest rate benchmark reform.~~equity instruments, other assets or services. The amendments are effective on January 1, ~~2020.~~2023 and will be applied retrospectively. Management is currently assessing, but has not yet determined, the impact on the Company’s financial statements.

The amendments are applied retrospectively, but only to items of property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after the beginning of the earliest period presented in the financial statements in which the Company first applies the amendments. The Company will recognize the cumulative effect of initially applying the amendments as an adjustment to the opening balance of retained earnings (or other component of equity, as appropriate) at the beginning of that earliest period presented. Management has completed its analysis of the guidance and does not currently expect it to materially impact the Company’s ~~consolidated~~ financial statements.

On May 7, 2021, the IASB published Deferred Tax Related to Assets and Liabilities Arising From a Single Transaction (Amendments to IAS 12), which clarifies that the initial recognition exemption does not apply to transactions in which both deductible and taxable temporary differences will result in the recognition of equal deferred tax assets and liabilities, and that the Company is required to recognize deferred tax on such transactions. The amendments are effective on January 1, 2023. Management is currently assessing, but has not yet determined, the impact on the Company’s financial statements.

Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Company’s ~~financial statements.~~Financial Statements.

Internal Control Over Financial Reporting

In accordance with the Canadian Securities Administrators National Instrument 52-109, "Certification of Disclosure in Issuers’ Annual and Interim Filings" ("NI 52-109"), the Company has filed interim certificates signed by the Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO") that, among other things, report on the design of disclosure controls and procedures and design of internal control over financial reporting. With regards to the annual certification requirements of NI 52-109, the Company relies on the statutory exemption contained in section 8.1 of NI 52-109, which allows it to file with the Canadian securities regulatory authorities the certificates required under the Sarbanes-Oxley Act of 2002 at the same time such certificates are required to be filed in the United States of America.

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its annual filings, interim filings or other reports filed or submitted by the Company under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation and that such information is accumulated and communicated to the Company's management including the CEO and CFO as appropriate to allow timely decision regarding required disclosure. The Company has also established internal control over financial reporting which is designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and its compliance with GAAP (as derived in accordance with IFRS) in its ~~consolidated financial statements.~~Financial Statements.

Management, under the supervision of the Company's CEO and CFO, evaluated the effectiveness of the Company's disclosure controls and procedures as well as the effectiveness of the Company's internal control over financial reporting. The CEO and CFO have concluded that the Company’s disclosure controls and procedures and internal control over financial reporting as of December 31, ~~2019~~2021 were effective.

There have been no changes to the Company’s internal control over financial reporting during the Company’s most recent interim period that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of its inherent limitation, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Additional Information

Additional information relating to the Company, including its Form 20-F filed in lieu of an Annual Information Form for 2020, is available on the Company’s website (www.itape.com) as well as under the Company’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Forward-Looking Statements

Certain statements and information included in this MD&A constitute "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (collectively, "forward-looking statements"), which are made in reliance upon the protections provided by such legislation for forward-looking statements. All statements other than statements of historical facts included in this MD&A, including statements regarding the Company’s industry and the Company’s outlook, prospects, plans, financial position, future transactions, acquisitions and partnerships, the expected financial performance and benefits of acquisitions, including the Nortech, Nuevopak and Syfan USA transactions, the expected synergies gained from the Nuevopak Acquisition, the acquisition of the Company by Clearlake, including expected consideration, timing and closing conditions, strategic initiatives, anticipated demand in growing markets, including e-commerce, the potential impact and effects of COVID-19, sales and financial results, inventory, income tax and effective tax rate, availability of funds and credit, expected credit spread, level of indebtedness, payment of dividends, share repurchases, capital and other significant expenditures including, but not limited to expected rate of return, timing, risk level, growth and revenue of such expenditures and expansion projects, working capital requirements, the impact of the Company’s capacity expansion initiatives in high growth product categories, including anticipated incremental revenue, potential investment horizons and return profiles resulting from new capacity within the Company’s existing footprint, the impact of the Company’s capacity expansion initiatives in high growth product categories, including anticipated incremental revenue, potential investment horizons and return profiles resulting from new capacity within the Company’s existing footprint, the Company’s environmental-related goals and objectives, remote work arrangements and absentee rate at facilities in North America, sourcing of raw materials including the availability and pricing due to supply chain disruptions, pension plan contribution requirements and administration expenses, liquidity, supply chain constraints and labor shortages, fluctuations in raw material prices, inflation, selling prices including maintaining dollar spread due to higher raw material and freight costs, fluctuations in costs, the impacts of new accounting standards, contractual commitments, judgments, estimates, assumptions, litigation and business strategy, may constitute forward-looking statements. These forward-looking statements are based on current beliefs, assumptions, expectations, estimates, forecasts and projections made by the Company’s management. Words such as "may," "will," "should," "expect," "continue," "intend," "estimate," "anticipate," "plan," "foresee," "believe" or "seek" or the negatives of these terms or variations of them or similar terminology are intended to identify such forward-looking statements. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, these statements, by their nature, involve risks and uncertainties and are not guarantees of future performance. Such statements are also subject to assumptions concerning, among other things: business conditions and growth or declines in the Company’s industry, the Company’s customers’ industries and the general economy, including as a result of the impact of COVID-19; tax and regulatory environments; the impact of selling prices; the impact of fluctuations in raw material prices and freight costs; the anticipated benefits from the Company’s acquisitions and partnerships; the Company's ability to integrate and realize synergies from acquisitions; the anticipated benefits from the Company’s capital expenditures; the quality of, and market reception for, the Company’s products; the Company’s anticipated business strategies; risks and costs inherent in litigation; the Company’s ability to maintain and improve product quality and customer service; anticipated trends in the Company’s business; anticipated cash flows from the Company’s operations; availability of funds under the Company’s 2021 Credit Facility, 2018 Capstone Facility; the flexibility to allocate capital after the 2021 Senior Unsecured Notes; changes to accounting rules and standards; and the Company’s ability to continue to control costs. The Company can give no assurance that these statements and expectations will prove to have been correct. Actual outcomes and results may, and often do, differ from what is expressed, implied or projected in such forward-looking statements, and such differences may be material. Readers are cautioned not to place undue reliance on any forward-looking statement. For additional information regarding some important factors that could cause actual results to differ materially from those expressed in these forward-looking statements and other risks and uncertainties, and the assumptions underlying the forward-looking statements, you are encouraged to read "Item 3. Key Information - Risk Factors," "Item 5 Operating and Financial Review and Prospects (Management’s Discussion & Analysis)" and statements located elsewhere in the Company’s annual report on Form 20-F for the year ended December 31, 2020 and the other statements and factors contained in the Company’s filings with the Canadian securities regulators and the US Securities and Exchange Commission. Each of the forward-looking statements speaks only as of the date of this MD&A. The Company will not update these statements unless applicable securities laws require it to do so.

Item 6:Directors, Senior Management and Employees


~~Item 6:~~	~~Directors, Senior Management and Employees~~



			A.			DIRECTORS AND SENIOR MANAGEMENT

Directors

The following table sets forth the name, residence, position, and principal occupations for the last five (5) years of each Director of the Company as of the date hereof, as well as the year ~~during~~in which each Director was first elected. Each Director is elected for a term of one year and may be nominated for re-election at the Company’s following annual shareholders’ meeting. The next annual shareholders’ meeting is scheduled to be held on May ~~13, 2020,~~11, 2022, at which time the current term of each Director will expire.



Name and City of Residence	Position and Occupation	First Year as Director
Robert M. Beil Phoenix, Arizona	Director Sales, Marketing, Business and Executive Management, The Dow Chemical Company, 1975 to 2006	2007
Christopher R. Cawston Toronto, Ontario, Canada	Director President and Chief Executive Officer, The Cawston Group (financial, strategic and operational advisory group), 2010 to 2015, 2020 to present President, Sym-Tech Dealer Services (provider of finance and insurance solutions to automobile dealers and equipment manufacturers), 2015 to 2020 Director, AutoServe1 (cloud-based auto repair shop management solution), 2014 to 2019	2020
Jane Craighead Brockville, Ontario, Canada	Director Director and Chair of Human Resources Committee, Telesat Corporation(1) (global satellite operators), 2021 to present Director, Crombie Real Estate Investment Trust(1), 2021 to present Director, Wajax Corporation(1) (industrial products and services provider), 2021 to present Director, Jarislowsky Fraser Limited (independent investment firm), 2018 to present Director, Clearwater Food Services (seafood company engaged in the harvesting, processing, distribution and marketing of seafood), 2015 to 2021 Senior Vice President of Global Human Resources, Scotiabank, 2011 to 2019	2020


Name and City of Residence	Position and Occupation	First Year as Director
Frank Di Tomaso, FCPA, FCA, ICD.D Montreal, Quebec, Canada	Director Director, Birks Group Inc. ⁽¹⁾ (designer, manufacturer and retailer of jewelry, timepieces, silverware and gifts), 2014 to present ~~Director, National Bank Trust (asset management and trust services firm), 2012 to 2019~~ ~~Director, National Bank Life Assurance Company, 2012 to 2019~~ ~~Director, Yorbeau Resources Inc. (gold exploration company), 2011 to 2016~~ ~~Director, ADF Group Inc.~~ ⁽¹⁾ ~~(complex structural steel and heavy built-up steel components for the non-residential construction industry), 2015 to present~~ Director, Laurentian Pilotage Authority (regulates operations of pilotage services on the St. Lawrence River), 2011 to present Director, Canada Computational Unlimited Corp.(1) (bitcoin mining company), 2021 to present Director, ADF Group Inc. (1) (complex structural steel and heavy built-up steel components for the non-residential construction industry), 2015 to 2021 Director, National Bank Trust (asset management and trust services firm), 2012 to 2019 Director, National Bank Life Assurance Company, 2012 to 2019 Director, Yorbeau Resources Inc. (gold exploration company), 2011 to 2016	2014
Robert J. Foster Toronto, Ontario, Canada	Director President and CEO, Capital Canada Limited (investment banking firm), 1977 to present	2010
Dahra Granovsky Toronto, Ontario, Canada	Director CEO, Beresford Accurate Folding Cartons (folding carton packaging company), 2016 to present ~~Managing Director, Chem-Ecol (lubricant company), 2015 to present~~ Director and Chairperson of the Corporate Governance Committee, Hammond Power Solutions(1) (dry-type electrical transformer business)⁽¹⁾, 2011 to present Director, Atlantic Packaging Products Ltd. (corrugated packaging company), 2000to present Director, Velan Inc.(1) (industrial valve manufacturing company), 2019 to present Director, Laticrete International Inc. (a construction solutions company), 2021 to present Managing Director, Chem-Ecol (lubricant company), 2015 to 2021	2019



Name and City of Residence	Position and Occupation	First Year as Director
James Pantelidis Toronto, Ontario, Canada	Chairman of the Board of Directors Director and Chairman of the Board of Parkland ~~Fuel~~ Corporation ⁽¹⁾ ~~(distributor and marketer~~ (marketer of ~~fuels and lubricants)~~petroleum products), 1999 to present Chairman of the Supply and Development Committee of Parkland ~~Fuel~~ Corporation, 2009 to present Director and Chairman of the Board of EnerCare Inc. ⁽¹⁾ (home services company), 2002 to 2018 Director and Chairman of Human Resources Committee of RONA Inc. (retailer and distributor of hardware, building materials and home renovation products), 2004 to 2016 Director, Chairman of the Investment Committee, and Member of the Human Resources and Compensation Committee, Industrial Alliance Insurance and Financial Services Inc. (insurance company), 2002 to 2016	2012
Jorge N. Quintas Porto, Portugal	Director President, Nelson Quintas SGPS, SA ~~(manufacturer~~(holding company for manufacturer of electrical and telecommunication cables), 2009 to present	2009
Mary Pat Salomone Naples, Florida	Director ~~Director, Chairperson of the Compensation Committee, and member of the Nominating and Governance Committee, Herc Holdings Inc.~~ ⁽¹⁾ ~~(rental company), 2016 to present~~ Director, Chairperson of the Health, Safety, Sustainability and Environment Committee, and member of the Governance Committee, TC Energy Corporation (formerly TransCanada Corporation) ⁽¹⁾ (energy infrastructure company), 2013 to present Director ~~TransCanada Pipelines Limited~~ ^{and member of the Audit Committee and Finance Committee, Herc Holdings Inc. (1)} ~~(energy infrastructure~~ (rental company), ~~2013~~2016 to ~~present~~ ~~Senior Vice President and Chief Operating Officer, Babcock & Wilcox Company (power generation systems and specialty manufacturer of nuclear components company), 2010 to 2013~~2021	2015
Gregory A.C. Yull Sarasota, Florida	Director CEO and President of the Company, 2010 to present President Tapes and Films Division of the Company, 2005 to 2010 Executive Vice President, Industrial Business Unit for Tapes and Films, 2004 to 2005	2010
Melbourne F. Yull Sarasota, Florida	Director Executive Director from June 28, 2007 to June 8, 2010 Retired, 2006 to 2007 Prior thereto he was Chairman of the Board and CEO of the Company, 1981 to 2006 Father of Gregory A.C. Yull	1989-2006 2007


⁽¹⁾ (1)A publicly traded company. 86	~~A publicly traded company.~~

Senior Management

The following table sets forth the name, residence and position and principal occupations for the last five (5) years of each member of senior management of the Company (which for these purposes is the Chief Executive Officer, the Chief Financial Officer, and the three most highly compensated executive officers) as of the date hereof, as well as the year during which each was first elected.



Name and City of Residence			Position and Occupation	First Elected To Office
Gregory A.C. Yull Sarasota, Florida			~~CEO~~Chief Executive Officer & President	2010
Jeffrey Crystal, CPA, CA Sarasota, Florida			~~CFO~~Chief Financial Officer	2014
Randi M. Booth Bradenton, Florida			Senior Vice President & General Counsel	2017
Douglas Nalette Bradenton, Florida			Senior Vice President, Operations	2006
Shawn Nelson Bradenton, Florida			Senior Vice President, Sales	2010
~~Joseph Tocci~~ ~~Bradenton, Florida~~	~~Senior Vice President, Global Sourcing and Supply Chain~~	~~2013~~



			B.			COMPENSATION

Director Compensation

Compensation of directors is established in order to allow the Company to attract and retain highly-qualified directors with varied and relevant experience, taking into account a wide variety of functional activities in which the Company engages, and to align the interests of the directors with those of the shareholders.

Directors receive annual fees for their service which are paid semi-annually. Directors ~~are eligible~~may elect to receive deferred share units ("DSUs")~~, the purpose~~ in lieu of ~~which is to provide participants with~~all or part of their cash fees.The Company has DSUs as a form of compensation ~~which promotes~~to promote greater alignment of the interests of the ~~participants and~~directors with the shareholders of the Company in creating long-term shareholder value.

See section entitled "Deferred Share Unit Plan" below for further details.

The following table ~~sets forth~~presents the details of compensation and fees paid, and benefits in kind granted, to directors for the ~~last~~ fiscal year ended December 31, 2021 for serving as directors of the Company, with the exception of Gregory A. C. Yull, who ~~does not receive any compensation for serving as director being that he~~ is an executive of the ~~Company.~~Company and who did not receive any fees as a director.


	Annual Board and Committee Fees Earned (1) $	Allocation of Annual Fees				Share-Based Awards
Name		DSUs(2) $	Cash $	Other $		DSUs(3) $
Robert M. Beil	79,904	—	79,904	—		95,000
Chris R. Cawston	80,645	80,645	—	—		95,000
Jane Craighead	85,282	85,282	—	—		95,000
Frank Di Tomaso	82,355	—	82,355	—		95,000
Robert J. Foster	85,000	—	85,000	—		95,000
Dahra Granovsky	77,000	38,500	38,500	—		95,000
James Pantelidis	154,000	—	154,000	—		95,000
Jorge N. Quintas	72,000	72,000	—	—		95,000
Mary Pat Salomone	82,000	—	82,000	—		95,000
Melbourne F. Yull	74,000	37,000	37,000	260,935	(4)	95,000

Annual Board and Committee Fees Earned
$

Allocation of Annual Fees⁽¹⁾
Share-Based Awards
Name
DSUs⁽²⁾
$

Cash
$
Other
$
DSUs⁽³⁾$
Robert M. Beil 75,000 — 75,000 — 95,000
Frank Di Tomaso 80,000 — 80,000 — 95,000
Dahra Granovsky 39,800 — 39,800 — 95,000
Robert J. Foster 77,500 35,000 42,500 — 95,000
James Pantelidis 134,000 — 134,000 — 95,000
Jorge N. Quintas 64,500 64,500 — — 95,000
Mary Pat Salomone 72,500 — 72,500 — 95,000
Melbourne F. Yull 66,500 — 66,500 260,935
⁽⁴⁾
95,000

(1)Represents total compensation for Board and Committee services, which includes both cash payments and the value of DSUs elected in lieu of cash for such fees. Under the DSU Plan, directors are able to elect to receive 0%, 50% or 100% of their annual retainer in the form of DSUs.


⁽¹⁾	~~Under the DSU Plan, directors are able to elect to receive 0%, 50% or 100% of their annual retainer in the form of DSUs.~~


⁽²⁾	Amounts represent the grant date fair value of DSUs elected in lieu of cash for Board and Committee fees earned (see "Deferred Share Unit Plan" below for further details including number of shares issued).


⁽³⁾	Amounts represent the grant date fair value of DSUs granted. Amounts presented do not include DSUs elected in lieu of cash for semi-annual directors’ fees (see "Deferred Share Unit Plan" below for further details including number of shares issued).

(2)Amounts represent the grant date fair value of DSUs elected in lieu of cash for Board and Committee fees earned (see "Deferred Share Unit Plan" below for further details including number of shares issued).

(3)Amounts represent the grant date fair value of DSUs granted. Amounts presented do not include DSUs elected in lieu of cash for semi-annual directors’ fees (see "Deferred Share Unit Plan" below for further details including number of shares issued).

(4)Mr. Yull receives a pension from the Company (see “Pension and Other Post-Retirement Benefit Plans” below).

Senior Management Compensation

~~Our Key Senior Management Compensation Decisions for 2019~~

~~The Company’s compensation policies~~This section provides discussion and ~~programs are reviewed annually by~~analysis of the specific decisions of the Human Resources and Compensation Committee ("HRCC") regarding the compensation of senior management for the year ended December 31, 2021.

Executive Summary


Our Compensation Philosophy	The Company’s executive compensation philosophy and program objectives are directed primarily by two guiding principles. First, the program is intended to provide competitive levels of compensation, at expected levels of performance, in order to attract, motivate and retain talented executives. Second, the program is intended to create an alignment of interest between the Company’s executives, performance objectives, and shareholders, so that a significant portion of each executive’s compensation is linked to creating long-term shareholder value. These two objectives are managed within the context of consideration of risk and governance best practices.
Our Pay Practices	What we do:	What we don't do:
	☑ Pay for Performance - 100% of the long-term incentive program is linked to share price performance ☑ Multi-dimensional assessment of performance including earnings, balance sheet, cash flows and market performance ☑ Use a similarly sized peer group of companies for market pay level benchmarking ☑ Target pay opportunities to be within reasonable range of median ☑ Require compliance with stock ownership requirements ☑ Engage an independent consultant ☑ Maintain the ability to clawback compensation in connection with financial restatement	☒ Hedging ☒ Encourage excessive risk taking ☒ Re-price options ☒ Discount options ☒ Offer excessive perquisites


Our Performance			•Delivered 26% revenue growth and remained disciplined in our practice to protect the profit dollar spread and mitigate the challenges presented by global supply chain constraints and labor shortages. •Experienced strong growth in the e-commerce market where the Company supplies water-activated tape, protective packaging and dispensers and in the building and construction market which uses the Company's woven products and tapes. •Adjusted EBITDA(1) grew 17% from $211.1 million in 2020 to $247.2 million in 2021, and net earnings decreased from $72.7 million to $67.8 million over the same period. •Cash flows from operating activities decreased 11% from $179.6 million in 2020 to $160.4 million in 2021. •Continued strong generation of free cash flows(1) of $79.1 million in 2021 while nearly doubling our investment in strategic capital projects over 2020 and making a large investment in working capital relating to supply chain and inflationary pressures. •One-year total shareholder return ranking relative to the Peer Group was in the 45th percentile and in the 51st percentile relative to the Index Group. •Three-year total shareholder return ranking relative to the Peer Group was in the 56th percentile and ROIC(1) performance was at the high end of the range between the 3rd and 4th Tier. •The dividend was increased 7.9% on an annualized basis to $0.68 per common share. •Reinforced our commitment to sustainability by signing the Climate Pledge and joining the Business Ambition for 1.5°C campaign for net-zero emissions by 2040; and earned a B score on our first CDP Climate report, which is above the industry average. •Two additional products, as well as the Curby® Mailer HD and the Curby® Cushioning Solutions family of products, achieved Cradle to Cradle CertifiedTM status as part of the ongoing sustainability strategic initiatives.
Compensation of Senior Management			•Annual incentive award targets required Compensation Adjusted EBITDA(1) and Compensation Cash Flows(1) growth of approximately 9% and 4% from 2020 results, respectively. •NEOs received annual incentive awards at 143% of their targets, given outstanding performance. •PSU awards granted in 2018 were settled in 2021 at 154% of the value granted based on the total shareholder return for the three-year performance period ending on December 31, 2020 in the 78th percentile relative to the Peer Group and ROIC achievement slightly below the 4th Tier. •Long-term incentive awards represented, on average, 38% of the NEO's 2021 total compensation, the value of which depends on share price performance.

(1)Non-GAAP financial measures. For definitions and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures, see section entitled "Annual Performance-based Incentive Plan Awards - Bonuses" below.

Executive Compensation Program Principles

In support of the ~~Board~~Company's compensation philosophy, the executive compensation program is designed to reward performance that is directly relevant to the Company’s short-term and long-term success. The Company provides both short-term and long-term incentive compensation that varies based on corporate and individual performance.

Three primary components comprise the Company’s compensation program: annual base salary, annual performance-based incentive plan award and a long-term incentive plan award comprised of ~~Directors to ensure that they are competitive, linked to performance and aligned with shareholders’ interests and strategy. In 2019, the Company awarded long-term incentives in the form of 50%~~ performance share units ("PSUs")~~, 25% stock options~~ and ~~25%~~ restricted share units ("RSUs") pursuant to the Amended and Restated Performance and Restricted Share Unit Plan (the "PRSU Plan"), ~~at market competitive levels for its senior management.~~and stock options pursuant to the 2019 Executive Stock Option Plan (the "2019 ESOP").

Each element of compensation fulfills a different, but important, role in attracting, retaining and motivating qualified executives and employees. The Company provides a balanced compensation program with both short-term (salary and annual incentive plan award) and long-term (PSUs, RSUs and stock options) compensation.

The following describes the Company’s ~~2019 Performance~~executive compensation program by component of compensation and discusses how each component relates to the Company’s overall executive compensation objective.


Compensation Element			Purpose
Annual base salary			To provide a base level of annual compensation for the Company’s senior management generally set at a level that is within a competitive range of the median of companies that compete with the Company for business and executive talent and that is aligned with survey data and other analysis
Annual performance-based incentive plan award			To encourage and reward performance over the financial year (typically, compared to predefined goals and objectives) and reflect progress toward predetermined company-wide and individual objectives
Long-term incentives / Equity			To reinforce shareholder alignment, retention and long-term performance orientation

The ~~Company's achievements in 2019 include:~~

Adjusted EBITDA grew 22% from $140.9 million in 2018 to $172.2 million in 2019, and cash flows from operating activities grew 49% from $90.8 million in 2018 to $135.0 million in 2019. In addition, free cash flows grew by close to five times from $15.0 million in 2018 to $86.8 million in 2019.

~~Three greenfield investments were commissioned - a second water-activated tape line in Midland, North Carolina and~~base salaries of the ~~carton sealing tapes and woven facilities, both in India.~~

~~Capital expenditures, both for growth and maintenance, of $48 million were squarely in line with our projected range of $45 to $55 million.~~

Acquisition synergies are being delivered. The Maiweave acquisition achieved targeted synergies, ahead of schedule, and the integration of Polyair is ongoing through 2021, including new product opportunities.

•~~The new Indian woven facility is at full capacity, ahead of plan.~~

•~~The dividend was increased by 5.4% on an annualized basis to $0.59 per common share.~~

•~~Strong cash flow allowed us to pay down debt and our total leverage ratio dropped below 3.0 times.~~

~~Base Salary~~

~~Salaries~~senior management are reviewed annually and adjusted periodically to ~~reflect increases in responsibilities~~take into account the following factors: market and ~~market trends. Consideration is also given to experience,~~economic conditions; levels of responsibility, scope of the role and accountability of each member of senior management; skills, experience and competencies of each member of senior management; retention considerations; and sustained ~~performance,~~performance.

In 2021, the Company issued PSUs and ~~internal equity. In~~RSUs under the PRSU Plan and stock options under the 2019 ~~aggregate NEO salaries increased by 2.3% over 2018 levels to reflect cost of living and market trends.~~

ESOP. Annual ~~Incentive Awards~~

~~The Company has an annual~~ incentive plan ~~that is focused~~awards are typically based on ~~critical financial~~predetermined performance ~~measures: Compensation Adjusted EBITDA~~goals and ~~Compensation Cash Flows (defined in the section entitled "Annual Incentive Plan Awards – Bonuses"). These measures are strong indicators~~may form a greater or lesser part of the ~~company’s annual performance and are linked to our long-term shareholder value creation. Early~~entire compensation package in ~~2019, the HRCC approved targets for the short-term incentive program~~any given year, depending on a basis that required significant improvement year over year. The 2019 target for Compensation Adjusted EBITDA required 23% growth from 2018 results and the 2019 target for Compensation Cash Flows required 33% growth from 2018 results. The Company performance component of the short-term incentive resulted in a payout as a percentage of target bonus of 133.6% based on Compensation Adjusted EBITDA at 102.6% of target and Compensation Cash Flows at 101.3% of target.

~~Long-Term Incentive Awards~~

The Company has a balanced long-term incentive plan that includes stock options, PSUs and RSUs. We believe that these long-term incentive vehicles each have important individual attributes and together provide strong alignment with shareholder value creation and promote retention.

~~Stock Options - provide a strong incentive linked directly to share price improvement & only deliver value when share price increases above the exercise price.~~

PSUs - reward the achievement of financial returns, through a return on invested capital measure, as well as strong performance relative to peer companies, through a relative total shareholder return measure.

~~RSUs - provide alignment with shareholders through participation in share price movement and add retention value to the long-term incentive plan.~~

performance.

The following table sets forth the compensation paid, and ~~benefits in kind~~share-based awards granted, to senior management for the last fiscal year for services in all capacities to the Company, including ~~contingent and~~ deferred compensation (also see "US Deferred Compensation" below for additional details).


	Annual Compensation				Share-based Awards		Option-based Awards ⁽⁴⁾ $		Annual Compensation				Share-based Awards		Option-based Awards (4) $
Name	Salary ⁽¹⁾$	Bonus $	Other $		Performance Share Units ⁽²⁾$	Restricted Share Units ⁽³⁾$		Name	Salary (1) $	Performance-based Incentive Plan Award $	Other $		Performance Share Units (2) $	Restricted Share Units (3) $
Gregory A.C. Yull	828,335	1,115,204	37,135	⁽⁵⁾	961,472	462,557	425,112	Gregory A.C. Yull	862,338	1,232,324	22,500	(5)	1,254,738	516,238	496,942
Jeffrey Crystal	457,341	460,072	9,633	⁽⁶⁾	220,883	106,265	98,027	Jeffrey Crystal	470,108	503,856	—		288,633	118,755	114,321
Randi M. Booth								Randi M. Booth	376,308	285,810	—		227,865	93,753	90,253
Douglas Nalette	389,551	261,856	—		116,939	56,252	51,898	Douglas Nalette	400,890	286,446	—		182,275	75,007	72,203
Shawn Nelson	364,193	243,199	—		116,939	56,252	51,898	Shawn Nelson	379,627	271,254	—		182,275	75,007	72,203
Joseph Tocci	347,031	232,933	—		116,939	56,252	51,898

⁽¹⁾

(1)Represents amounts included in each executive’s W-2, rather than the base salary amount.

(2)Amounts represent the grant date fair value of PSUs granted. The actual value received, if any, could be different and could also be nil, depending on the level of attainment of the performance objectives of the plan and the value of the Company's shares on the date of settlement. See "Performance and Restricted Share Unit Plan" below for further details including number of awards issued.

(3)Amounts represent the grant date fair value of RSUs granted. The actual value received could be different depending on the value of the Company's shares on the date of settlement. See "Performance and Restricted Share Unit Plan" below for further details including number of awards issued.

(4)Amounts represent the grant date fair value of stock options granted. The actual value received, if any, could be different and could also be nil, depending on the value of the Company's shares on the date of exercise. See "Executive Stock Option Plan" below for further details.

(5)Represents amounts paid related to an auto allowance pursuant to the terms of Mr. Yull’s employment agreement.

~~Represents amounts included in each executive’s W-2, rather than the base salary amount.~~


⁽²⁾	~~Amounts represent the grant date fair value of PSUs granted (see "Performance and Restricted Share Unit Plan" below for further details including number of awards issued).~~


⁽³⁾	~~Amounts represent the grant date fair value of RSUs granted (see "Performance and Restricted Share Unit Plan" below for further details including number of awards issued).~~


⁽⁴⁾	~~Amounts represent the grant date fair value of stock options granted.~~


⁽⁵⁾	~~Represents amounts paid related to an auto allowance and club membership pursuant to the terms of Mr. Yull’s employment agreement.~~


⁽⁶⁾	~~Represents amounts paid related to a club membership, pursuant to the terms of Mr. Crystal's employment agreement.~~

US Deferred Compensation

In the US, the Company provides a deferred compensation plan to certain employees, including the members of senior management. Earnings and losses on the deferral and amounts due to the participants are payable based on participant elections. Assets are held in a Rabbi trust and are composed of corporate owned life insurance policies. Participant investment selections are used to direct the allocation of funds underlying the corporate owned life insurance policies.

The following table sets out the eligible compensation deferred in ~~2019~~2021 and the accumulated value as of December 31, ~~2019~~2021 for each member of senior management.


Name	Compensation Deferred in 2019 $	Accumulated Value at Year End $	Name	Compensation Deferred in 2021 $	Accumulated Value at Year End $
Gregory A.C. Yull	151,427	795,190	Gregory A.C. Yull	378,601	1,539,397
Jeffrey Crystal	59,468	474,391	Jeffrey Crystal	567,791	1,374,312
Randi M. Booth			Randi M. Booth	30,000	32,545
Douglas Nalette	—	—	Douglas Nalette	—	—
Shawn Nelson	—	—	Shawn Nelson	—	—
Joseph Tocci	75,000	377,782

Annual Performance-based Incentive Plan Awards - Bonuses

Each of the members of senior management received a performance bonus for ~~2019.~~2021. Bonuses ~~were~~are typically paid based on the level of achievement of pre-defined financial objectives of the Company. The Company attributes to each executive, depending on his or her ~~management level,~~role, a bonus target level set as a percentage of his or her salary, representing the amount that will be paid if all objectives are achieved according to the targets set. Actual bonuses may vary between zero and 200% of the target bonus, based on the level of achievement of the predetermined ~~objectives set out at the beginning of the fiscal year.~~objectives. The objectives and weight attached thereto are re-evaluated on an annual basis by the ~~HRCC and communicated to the relevant individuals.~~HRCC. The HRCC has discretion to adjust bonus payments upwards or downwards to ensure that payouts are aligned with the Company's performance and reflect the level of risk and responsibility undertaken to achieve results.

For the fiscal year ended December 31, ~~2019,~~2021, at the ~~incentive design was as follows:~~

~~For~~HRCC’s recommendation, the ~~fiscal year ended December 31, 2019,~~ Board of Directors elected to determine bonuses ~~were~~ based on the Company achieving target levels ~~of:~~

~~(i)~~of Compensation Adjusted EBITDA ~~which~~and Compensation Cash Flows. Following are the incentive parameters that were used for the fiscal year ended December 31, 2021:

Compensation Adjusted EBITDA is defined by the HRCC ~~defines~~ as Adjusted EBITDA ~~excluding~~excluding: (i) performance bonus expense. ~~The Company defines~~ and (ii) the positive or negative impact on Adjusted EBITDA ~~as net earnings (loss) before: (i) interest~~of the acquisition of Nuevopak Global Limited ("Nuevopak Acquisition"). Adjusted EBITDA is defined and ~~other finance costs (income); (ii) income tax expense (benefit); (iii) amortization of intangible assets; (iv) depreciation of property, plant~~reconciled in Item 5: Operating and ~~equipment; (v) manufacturing facility closures, restructuring~~Financial Review and other related charges (recoveries); (vi) advisory fees and other costs associated with mergers and acquisitions activity, including due diligence, integration and certain non-cash purchase price accounting adjustments ("M&A Costs"); (vii) share-based compensation expense (benefit); (viii) impairment of goodwill; (ix) impairment (reversal of impairment) of long-lived assets and other assets; (x) write-down on assets classified as held-for-sale; (xi) (gain) loss on disposal of property, plant, and equipment; and (xii) other discrete items as disclosed; and

~~(ii)~~ Prospects (Management's Discussion & Analysis). Compensation Cash Flows ~~which the~~is defined by HRCC ~~defines~~ as cash flows from operating activities ~~excluding~~excluding: (i) the cash flows from operating activities of the Nuevopak Acquisition in the current year; (ii) M&A Costs paid in the current year excluding certain costs associated with planned acquisition integration ~~activities~~activities; and (iii) the income tax effect of these items.

~~At the HRCC’s recommendation, the Board of Directors elected to use Compensation Adjusted EBITDA and Compensation Cash Flows in determining bonuses~~ These measures adjust for ~~2019 because~~ certain expenses and charges expected (at the time of the Board’s election) to be incurred by the Company during the year (e.g., M&A Costs and manufacturing facility closures,

restructuring and other related charges) ~~were viewed~~, which are determined to be in the long term interest of the ~~Company and~~Company. Accordingly, the HRCC determined that such amounts should not impact the ability of senior management to achieve the performance bonus ~~targets.~~targets for the year ended December 31, 2021.

~~The target amount for~~ Compensation Adjusted EBITDA ~~for 2019 was set at $173.9 million (the “Compensation Adjusted EBITDA Target”)~~ and ~~the target amount for~~ Compensation Cash Flows ~~for 2019 was set at $140.2 million (the “Compensation Cash Flows Target”). The Compensation Adjusted EBITDA for 2019 used for~~are non-GAAP financial measures and are reconciled to their respective, most directly comparable GAAP financial measure in the ~~purposes~~following tables (in millions of determining bonuses was $178.5 million which was 102.6% of the Compensation Adjusted EBITDA Target. The Compensation Cash Flows for 2019 was $142.0 million which was 101.3% of the Compensation Cash Flows Target.USD):


						Year ended December 31,
						2021
						$
Net earnings						70.0
Interest and other finance costs						56.9
Income tax expense						24.1
Depreciation and amortization						65.5
EBITDA						216.5
Manufacturing facility closures, restructuring and other related charges						—
M&A Costs						8.1
Share-based compensation expense						21.7
Impairment of long-lived assets and other assets						0.8
Loss on disposal of property, plant and equipment						0.1
Adjusted EBITDA						247.2
Performance bonus expense						8.5
Impact of Nuevopak Acquisition						(0.5)
Compensation Adjusted EBITDA						255.2


						Year ended December 31,
						2021
						$
Cash flows from operating activities						160.4
M&A Costs						6.9
Impact of Nuevopak Acquisition						(0.8)
Income tax effect of these items						(1.1)
Compensation Cash Flows						165.4

The following table presents the target incentive plan award as a percentage of salary.


	Gregory A.C. Yull		Jeffrey Crystal		Randi M. Booth		Douglas Nalette		Shawn Nelson
Incentive plan award as a percentage of salary:
Minimum	0	%	0	%	0	%	0	%	0	%
Threshold	50	%	38	%	25	%	25	%	25	%
Target	100	%	75	%	50	%	50	%	50	%
Maximum	200	%	150	%	100	%	100	%	100	%

Gregory
A.C. Yull Jeffrey
Crystal Douglas
Nalette Shawn Nelson Joseph
Tocci
Incentive plan award as a percentage of salary:
Minimum 0 % 0 % 0 % 0 % 0 %
Threshold 50 % 38 % 25 % 25 % 25 %
Target 100 % 75 % 50 % 50 % 50 %
Maximum 200 % 150 % 100 % 100 % 100 %

The following table presents the financial objectives for ~~2019 approved by~~2021 included in the ~~Board of Directors~~annual incentive plan and the results achieved by the Company:


	Compensation Adjusted EBITDA		Compensation Cash Flows			Bonus Payout Percentage	Compensation Adjusted EBITDA		Compensation Cash Flows
Threshold ($)	161,500,000		132,200,000		Threshold ($)	50%	222,300,000		177,500,000
Target ($)	173,900,000		140,200,000		Target ($)	100%	239,400,000		188,500,000
Maximum ($)	186,200,000		148,200,000		Maximum ($)	200%	256,900,000		199,500,000
Actual ($)	178,482,890		141,996,150		Actual ($)	143%	255,234,970		165,384,300
Objective Weight					Objective Weight		75	%	25	%
Evaluation of Performance to Target (%)	102.6	%	101.3	%	Evaluation of Performance to Target (%)		106.6	%	87.7	%
Company Performance Factor (%)	137.3	%	122.5	%	Company Performance Factor (%)		190.5	%	—	%


~~Item 7:~~	~~Major Shareholders and Related Party Transactions~~



			A.			MAJOR SHAREHOLDERS

As of March ~~13, 2020,~~11, 2022, to the knowledge of the Company, there were no shareholders who beneficially own, or exercise control or direction over, more than 5% of the issued and outstanding common shares of the Company.

As of December 31, ~~2019,~~2021, the number of record holders is estimated to be as follows: ~~22,354~~25,924 in Canada, ~~868~~942 in the US and ~~186~~394 elsewhere. Of the ~~59,009,685~~59,284,947 common shares issued and outstanding on December 31, ~~2019,~~2021, such record holders are estimated to hold ~~31,524,105~~25,539,312 (43.08%) shares in Canada, ~~23,189,488~~24,208,903 (40.83%) shares in the US, and ~~4,296,092~~9,536,732 (16.09%) shares ~~elsewhere, equaling 53.42%, 39.30% and 7.28%, respectively.~~

elsewhere.

The Company is not directly or indirectly owned or controlled by another corporation, by any foreign government or by any natural or legal person. There are no arrangements known to the Company that could result at a subsequent date in a change of control of the Company.



			B.			RELATED PARTY TRANSACTIONS

To the knowledge of the Company, for the period from the beginning of ~~2019,~~2021, none of its directors or officers or any person who beneficially owns or exercises control or direction over shares carrying more than ten percent of the voting rights attached to the Company’s shares, any associate or affiliate of any such person, or any close member of any such person’s family, has any material interest in any transaction since the beginning of the last completed financial year or in any proposed transactions that has materially affected or will materially affect the Company or any of its affiliates.

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			C.			INTERESTS OF EXPERTS AND COUNSEL

Not Applicable.

Item 8:Financial Information


~~Item 8:~~	~~Financial Information~~

The Company's consolidated financial statements have been prepared in accordance with International Financial Reporting Standards.



			A.			CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

The Consolidated Financial Statements of the Company for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017~~2019 include the following:

◦Management’s Responsibility for Consolidated Financial Statements

◦Management’s Report on Internal Control over Financial Reporting

◦Report of Independent Registered Public Accounting Firm

◦Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

◦Consolidated Financial Statements

•Consolidated Earnings

•Consolidated Comprehensive Income

•Consolidated Changes in Equity

•Consolidated Cash Flows

•Consolidated Balance Sheets

•Notes to Consolidated Financial Statements

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Legal or Arbitration Proceedings

The Company is engaged from time-to-time in various legal proceedings and claims that have arisen in the ordinary course of business. The outcome of all of the proceedings and claims against the Company is subject to future resolution, including the uncertainties of litigation. Based on information currently known to the Company and after consultation with outside legal counsel, management believes that the probable ultimate resolution of any such proceedings and claims, individually, or in the aggregate, will not have a material adverse effect on the financial condition of the Company, taken as a whole as of December 31, 2021.

Dividends

The Board of Directors of the Company adopted a Dividend Policy on August 14, 2012 providing for semi-annual dividend payments. On August 14, 2013, the Board of Directors modified the Company’s dividend policy to provide for quarterly dividend payments.

The following table sets forth the changes in the amount of the annualized dividend in the Company's Dividend Policy:

Date Approved by Board of Directors

Annualized Dividend Per Share Before Modifications

Annualized Dividend Per Share After Modification

Change in Annualized Dividend Per Share

July 7, 2014

USD$ 0.32

USD$ 0.48

50%

August 12, 2015

USD$ 0.48

USD$ 0.52

8.3%

August 10, 2016

USD$ 0.52

USD$ 0.56

7.7%

August 7, 2019

USD$ 0.56

USD$ 0.59

5.4%

November 11, 2020

USD$ 0.59

USD$ 0.63

6.8%

August 10, 2021

USD$ 0.63

USD$ 0.68

7.9%

So long as the payments do not result in a violation of the Company’s covenants with its lenders, and subject to the provisions of the Canada Business Corporations Act relating to the declaration and payment of dividends, there are no other legal or contractual restrictions that would prevent the Company from paying dividends.

The following table sets forth the dividends paid for each of the years in the three-year period ended December 31, 2021:

Date Declared

Record Date

Date Paid

Amount per Share

March 12, 2019

March 22, 2019

March 29, 2019

USD$ 0.14

May 8, 2019

June 14, 2019

June 28, 2019

USD$ 0.14

August 7, 2019

September 16, 2019

September 30, 2019

USD$ 0.1475

November 8, 2019

December 16, 2019

December 30, 2019

USD$ 0.1475

March 12, 2020

March 23, 2020

March 31, 2020

USD$ 0.1475

May 12, 2020

June 15, 2020

June 30, 2020

USD$ 0.1475

August 12, 2020

September 15, 2020

September 30, 2020

USD$ 0.1475

November 11, 2020

December 16, 2020

December 31, 2020

USD$ 0.1575

March 11, 2021

March 22, 2021

March 31, 2021

USD$ 0.1575

May 11, 2021

June 16, 2021

June 30, 2021

USD$ 0.1575

August 10, 2021

September 16, 2021

September 30, 2021

USD$ 0.17

November 11, 2021

December 17, 2021

December 31, 2021

USD$ 0.17

The Company has determined it is appropriate to declare its dividend in US dollars because most of its cash flows are in US dollars. The Company has paid no other dividend in the past three years other than as set forth above. For details regarding the Company’s covenants with its lenders please refer to the 2021 Credit Facility Agreement, as amended, filed as Exhibit 4.8 and the 2021 Senior Unsecured Notes indenture, filed as Exhibit 2.4 to this Form 20-F.

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			B.			SIGNIFICANT CHANGES

On March 7, 2022, the Company entered into the Arrangement Agreement to be acquired by the Purchaser. Under the terms of the Arrangement Agreement, the Purchaser agreed to acquire all of the outstanding shares of the Company for CDN$40.50 per share in an all-cash transaction valued at approximately US$2.6 billion, including net debt. Upon completion of the Acquisition, all the shares of the Company will be held by the Purchaser, and the Purchaser intends to cause the Company to have its shares delisted from the TSX. The Acquisition, which will be effected pursuant to a court-approved plan of arrangement under the Canada Business Corporations Act, is expected to close in the third quarter of 2022. The Acquisition is not subject to a financing condition but is subject to customary closing conditions, including receipt of shareholder, regulatory and court approvals. For a copy of the Arrangement Agreement, see Exhibit 4.9 to this Form 20-F.

Item 9:The Offer and Listing


			A.			OFFER AND LISTING DETAILS

The Company sells its shares in Canada on the TSX under the trading symbol “ITP” and in the US on the OTC Pink Marketplace under the trading symbol “ITPOF”.

The Company has authorized an unlimited number of voting common shares without par value. The Company also has authorized an unlimited number of non-voting Class A preferred shares issuable in a series, ranking in priority to the common shares with respect to dividends and return of capital on dissolution. The Board of Directors is authorized to fix, before issuance, the designation, rights, privileges, restrictions and conditions attached to the shares of each series of Class A preferred shares. As of December 31, 2021, there were 59,284,947 issued and outstanding common shares and no issued and outstanding preferred shares of the Company. Upon completion of the Acquisition, all the shares of the Company will be held by the Purchaser, and the Purchaser intends to cause the Company to have its shares delisted from the TSX.


			B.			PLAN OF DISTRIBUTION

Not Applicable.


			C.			MARKETS

The Company sells its shares in Canada on the TSX under the trading symbol “ITP” and in the US on the OTC Pink Marketplace under the trading symbol “ITPOF”. Upon completion of the Acquisition, all the shares of the Company will be held by the Purchaser, and the Purchaser intends to cause the Company to have its shares delisted from the TSX.


			D.			SELLING SHAREHOLDERS

Not Applicable.


			E.			DILUTION

Not Applicable.


			F.			EXPENSES OF THE ISSUE

Not Applicable.

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Item 10:Additional Information


			A.			SHARE CAPITAL

Not Applicable.


			B.			MEMORANDUM AND ARTICLES OF ASSOCIATION

1.The business of the Company was established when Intertape Systems Inc., a predecessor of the Company, established a pressure-sensitive tape manufacturing facility in Montreal. The Company was incorporated under the Canada Business Corporations Act (the “Act”) on December 22, 1989 under the name “171695 Canada Inc.” On October 8, 1991, the Company filed a Certificate of Amendment changing its name to “Intertape Polymer Group Inc.” A Certificate of Amalgamation was filed by the Company on August 31, 1993, at which time the Company was amalgamated with EBAC Holdings Inc.

On November 11, 2015, the Board of Directors adopted By-Law 2015-1, requiring advance notice for the nomination of directors.

2.The Directors of the Company may, when deemed expedient:

(a)borrow money upon the credit of the Company;

(b)issue debentures or other securities of the Company, and pledge or sell the same for such sums and at such prices as may be deemed expedient;

(c)notwithstanding the provisions of the Civil Code, hypothecate, mortgage or pledge the moveable or immoveable property, present or future, of the Company, to secure any such debentures, or other securities, or give part only of such guarantee for such purposes; and constitute the hypothec, mortgage or pledge above mentioned, by trust deed, or on any other manner; and

(d)mortgage, hypothecate, pledge or otherwise create a security interest in all or any moveable or personal, immoveable or real or other property of the Company, owned or subsequently acquired, to secure any obligation of the Company.

The directors may, by resolution or by-law, delegate the above listed powers to such officers or directors of the Company as set out in such resolution or by-law.

Section 13 of the By-laws allows the Board of Directors to determine the remuneration paid to directors and such remuneration shall be in addition to the salary paid to any officer of the Company who is also a member of the Board of Directors (in the Board’s discretion, it does not currently pay any director remuneration to Gregory A.C. Yull in addition to the compensation paid to him as an officer of the Company). The Directors may also by resolution award special remuneration to any Director undertaking any special services on the Company’s behalf other than the routine work ordinarily required of a Director by the Company. The confirmation of any such resolution or resolutions by the shareholders is not required.

3.Description of Share Capital

The authorized capital of the Company consists of an unlimited number of common shares and non-voting Class A preferred shares, issuable in series. The following is a summary of the material provisions which attach to the common shares and Class A preferred shares and is qualified by reference to the full text of the rights, privileges, restrictions and conditions of such shares.

Common Shares

Voting Rights – Each common share entitles the holder thereof to one vote at all meetings of the shareholders of the Company.

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Payment of Dividends – The holders of the Company’s common shares are entitled to receive during each year, as and when declared by the Board of Directors, dividends payable in money, property or by issue of fully-paid shares of the capital of the Company.

Distribution of Assets Upon Winding-Up – In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or other distribution of assets of the Company among shareholders for the purpose of winding-up its affairs, the holders of the Company’s common shares are entitled to receive the remaining property of the Company.

Class A Preferred Shares

The Board of Directors may at any time and from time to time issue non-voting Class A preferred shares in one or more series, each series to consist of such number of shares, designation, rights, restrictions, conditions and limitations (including any sinking fund provisions) as may, before the issuance thereof, be determined by the Board of Directors. The Class A preferred shares are entitled to preference over the common shares with respect to the payment of dividends. In the event of the liquidation, dissolution or winding-up of the Company or other distribution of assets of the Company among shareholders for the purpose of winding-up its affairs, the holders of the Class A preferred shares will, before any amount is paid to, or any property or assets of the Company distributed among, the holders of the common shares, be entitled to receive: (i) an amount equal to the amount paid-up on such shares together with, in the case of cumulative Class A preferred shares, all unpaid cumulative dividends and, in the case of non-cumulative Class A preferred shares, all declared and unpaid non-cumulative dividends; and (ii) if such liquidation, dissolution, winding-up or distribution is voluntary, an additional amount equal to the premium, if any, which would have been payable on the redemption of the Class A preferred shares if they had been called for redemption by the Company on the date of distribution.

4.The rights of the holders of the Class A preferred shares may be amended only with the prior approval of two-thirds of the holders of the Class A preferred shares in addition to any other approvals required by the Act. There are no preferred shares currently issued and outstanding.

5.Subject to compliance with the Act, the annual shareholders' meeting shall be convened on such day each year and at such time as the Board of Directors may by resolution determine. Special meetings of the shareholders may be convened by order of the Chairman of the Board, the President or a Vice President who is a director or by the Board of Directors to be held at such time and place as may be specified in such order. Special meetings of the shareholders may also be called by written request to the Board of Directors signed by shareholders holding between them not less than five percent (5%) of the outstanding shares of the Company entitled to vote at such meeting. Such request shall state the business to be transacted at the meeting and sent to the registered office of the Company. In the event the Board of Directors does not call the meeting within twenty-one (21) days after receiving the request, then any shareholder who signed the request may call the meeting.

6.The Articles of Amalgamation of the Company do not contain limitations on the rights of non-resident or foreign shareholders to hold or exercise voting rights on the Company’s shares.

7. The Articles of Amalgamation and the Bylaws contain no provision that would have an effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company or any of its subsidiaries.


			C.			MATERIAL CONTRACTS

The following is a description of the material contracts the Company was a party to during the last two fiscal years ended December 31, 2021, regardless of when they were initially entered into by the Company, either directly or through one of its subsidiaries, and that are not in the ordinary course of the Company’s business:

•an Amended Executive Stock Option Plan. For a summary of this Plan which elapsed on June 4, 2018, please see Item 6.B in this 20-F. For a copy of the Amended Executive Stock Option Plan, see Exhibit 4.2 to this Form 20-F.

•a 2019 Executive Stock Option Plan. For a summary of this Plan which was approved on June 6, 2019, please see Item 6.B in this 20-F. For a copy of the 2019 Executive Stock Option Plan, see Exhibit 4.7 to this Form 20-F.

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•an AmendedStock Appreciation Rights Plan. For a summary of this Plan, please see Item 6.B in this 20-F. There have been no SARs outstanding since December 31, 2018. The SAR Plan was terminated in 2020. For a copy of the Amended Stock Appreciation Rights Plan, as amended, see Exhibit 4.3 to this Form 20-F.

•an Amended and Restated Deferred Share Unit Plan. For a summary of this Plan, please see Item 6.B in this 20-F. For a copy of the Amended and Restated Deferred Shared Unit Plan, see Exhibit 4.4 to this Form 20-F.

•an Amended and Restated Performance and Restricted Share Unit Plan. For a summary of this Plan, please see Item 6.B in this 20-F. For a copy of the Amended and Restated Performance and Restricted Shared Unit Plan, see Exhibit 4.5 to this Form 20-F.

•a 2018 Credit Facility Agreement dated June 14, 2018 with a syndicated lending group, led by Bank of America, N.A., as Administrative Agent and since amended on July 17, 2019. This 2018 Revolving Credit Facility was amended and extended on June 14, 2021 as part of entering into the 2021 Credit Facility, discussed below. For a copy of the 2018 Revolving Credit Facility Agreement, see Exhibit 4.6 to this Form 20-F.

•a 2021 Credit Facility Agreement dated and June 14, 2021 with a syndicated lending group, led by Bank of America, N.A., as Administrative Agent and BofA Securities, Inc., BMO Capital Markets Corp., JPMorgan Chase Bank, N.A., The Toronto-Dominion Bank, and Capital One, National Association, as Joint Lead Arrangers and Joint Bookrunners. The 2021 Credit Facility amends and extends the Company’s 2018 Credit Facility Agreement facility that was due to mature in June 2023. For a copy of the 2021 Revolving Credit Facility Agreement, see Exhibit 4.8 to this Form 20-F.

•the 2018 Senior Unsecured Notes issued under theindenturedated October 15, 2018. On October 15, 2018, the Company completed its offering of $250.0 million 7.00% senior unsecured notes due in 2026 (the "Senior Unsecured Notes"). The offering of the Senior Unsecured Notes was effected by way of private placement sales in the United States and Canada pursuant to exemptions from the Securities Act of 1933 registration and prospectus requirements. The Senior Unsecured Notes bear interest at a rate of 7.00% per annum, payable semi-annually in cash in arrears on April 15 and October 15 of each year, beginning on April 15, 2019. On June 16, 2021, the Company's 2018 Senior Unsecured Notes were repaid in full, resulting in satisfaction and discharge of the obligation. For a copy of the Senior Unsecured Notes indenture, see Exhibit 2.3 to this Form 20-F.

•the 2021Senior Unsecured Notes issued under theindenturedated June 8, 2021. The Company completed its offering of $400.0 million 4.375% senior unsecured notes due in 2029 (the "2021 Senior Unsecured Notes"). The offering of the Senior Unsecured Notes was effected by way of private placement sales in the United States and Canada pursuant to exemptions from the Securities Act of 1933 registration and prospectus requirements. The Senior Unsecured Notes bear interest at a rate of 4.375% per annum, payable semi-annually in cash in arrears on June 15 and December 15 of each year, beginning on December 15, 2021. The Senior Unsecured Notes mature on October 15, 2029. On or after June 15, 2024, the Company may redeem the 2021 Senior Unsecured Notes at its option, in whole or in part, on certain redemption dates and at certain redemption prices specified in the indenture, plus any accrued and unpaid interest. In addition, prior to June 15, 2024, the Company may redeem the 2021 Senior Unsecured Notes at its option, in whole or in part, from time to time, at a redemption price equal to 100% of the principal amount of the notes redeemed, plus an applicable premium specified in the indenture, plus any accrued and unpaid interest. If the Company experiences a change of control, it may be required to offer to repurchase the 2021 Senior Unsecured Notes at a purchase price equal to 101% of their aggregate principal amount plus any accrued and unpaid interest up to, but excluding, the date of such repurchase. The indenture contains customary covenants that, among other things, limit the Company's ability to incur additional debt; pay dividends, redeem stock or make other distributions; enter into certain types of transactions with affiliates; incur liens on assets; make certain restricted payments and investments; engage in certain asset sales, including sale and leaseback transactions; agree to certain restrictions on the ability of restricted subsidiaries to make payments to the Company; and merge, consolidate, transfer or dispose of substantially all assets. Certain of these covenants will be suspended if the 2021 Senior Unsecured Notes are assigned an investment grade rating by Standard & Poor's Rating Services and Moody's Investors Services, Inc. For a copy of the 2021 Senior Unsecured Notes indenture, see Exhibit 2.4 to this Form 20-F.

•the 2015Shareholders Rights Plan dated December 14, 2015 with CST Trust Company. The purpose of the 2015 Shareholders Rights Plan was to provide the Company’s Board of Directors with additional time, in the event of an unsolicited takeover bid, to develop and propose alternatives to the bid and negotiate with the bidder, as well as to

119

ensure equal treatment of shareholders in the context of an acquisition of control made other than by way of an offer to all shareholders, and lessen the pressure on shareholders to tender a bid.

The Company’s Board of Directors implemented the 2015 Shareholders Rights Plan by authorizing the issuance of one right (a “Right”) in respect of each common share outstanding at the close of business on December 14, 2015 (the “Record Time”) and in respect of each voting share issued by the Company after the Record Time. The Rights traded with, and were represented by, the common shares. Until such time as the Rights would have separated, when they would have become exercisable, Rights certificates would not be distributed to shareholders and no further action would be required by shareholders. If a person, or a group acting jointly or in concert (each, an “Offeror”), acquired beneficial ownership of 20% or more of the then outstanding voting shares (other than pursuant to an exemption available under the 2015 Shareholders Rights Plan), Rights (other than those held by such Offeror, which would have become void) would have separated and permitted the holders thereof to purchase additional shares at a substantial discount to the market price of the shares at that time. Pursuant to the 2015 Shareholders Rights Plan, any bid that met certain criteria intended to protect the interests of all shareholders would be deemed to be a “permitted bid” and would not trigger a separation under the 2015 Shareholders Rights Plan. These criteria required, among other things, that the bid be made by way of a takeover bid circular to all holders of voting shares other than the Offeror, that all shareholders be treated equally and that the bid remain open for acceptance by shareholders for at least 60 days or such longer period as may be prescribed by law as the minimum deposit period.

Prior to separation, the 2015 Shareholders Rights Plan was not dilutive and would not have affected reported earnings per share or change the way in which shareholders would have otherwise traded shares. Upon separation, reported earnings per share, on a fully diluted or non-diluted basis, may have been affected. Shareholders who did not exercise their Rights upon separation may have suffered substantial dilution along with the Offeror.

Under the policies of the TSX, the 2015 Shareholders Rights Plan was required to be ratified by the shareholders of the Company at a meeting held within six months following the adoption of the 2015 Shareholders Rights Plan, or otherwise the Company would have been required to immediately cancel the 2015 Shareholders Rights Plan and any rights issued thereunder would have been immediately redeemed or cancelled. On June 9, 2016, shareholders approved a resolution ratifying and approving the 2015 Shareholders Rights Plan, and on June 6, 2019, the shareholders approved a resolution to ratify the continued existence of a Shareholders Rights Plan as discussed below. For a copy of the 2015 Shareholders Rights Plan, see Exhibit 2.1 to this Form 20-F.

•the 2019 Shareholders Rights Plan dated June 6, 2019 with AST Trust Company (Canada) (formerly CST Trust Company). On June 6, 2019, the shareholders approved a resolution to ratify the continued existence of a Shareholders Rights Plan between the Company and AST Trust Company (Canada) (formerly CST Trust Company), as rights agent. At the Annual Meeting of Shareholders of the Company on May 11, 2022, the shareholders will be asked to consider and if deemed advisable to adopt a resolution to approve the continuation of the 2019 Shareholders Rights Plan. The 2019 Shareholders Rights Plan has the same terms as the 2015 Shareholders Rights Plan, including those discussed above, except AST Trust Company (Canada) (formerly CST Trust) is the rights agent and the Record Time is June 6, 2019. For a copy of the 2019 Shareholders Rights Plan, see Exhibit 2.2 to this Form 20-F.

•the Arrangement Agreement by and between Intertape Polymer Group Inc. and the Purchaser, an affiliate of Clearlake Capital Group, L.P. On March 7, 2022, the Company entered into an Arrangement Agreement to be acquired by the Purchaser. Under the terms of the Arrangement Agreement, the Purchaser agreed to acquire all of the outstanding shares of the Company for CDN$40.50 per share in an all-cash transaction valued at approximately US$2.6 billion, including net debt. Upon completion of the Acquisition, all the shares of the Company will be held by the Purchaser, and the Purchaser intends to cause the Company to have its shares delisted from the TSX. The Acquisition, which will be effected pursuant to a court-approved plan of arrangement under the Canada Business Corporations Act, is expected to close in the third quarter of 2022. The Acquisition is not subject to a financing condition but is subject to customary closing conditions, including receipt of shareholder, regulatory and court approvals. For a copy of the Arrangement Agreement, see Exhibit 4.9 to this Form 20-F.

•the Voting Agreements by and between the Purchaser and each of the Company’s directors, being Chris Cawston, Dahra Granovsky, Frank Di Tomaso, Gregory Yull, James Pantelidis, Jane Craighead, Jorge Quintas, Mary Pat Salomone, Melbourne Yull, Robert Beil, and Robert Foster, who collectively own or exercise control or direction over approximately 4.6% of the shares of the Company, dated March 7, 2022. Under the terms of the Voting Agreements, each of the foregoing directors agreed, among other things, (i) vote their shares in favour of the

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Acquisition at the Company’s meeting of shareholders, (ii) support the completion of the Acquisition, (iii) vote against against any proposed action or agreement which could reasonably be expected to adversely affect, materially delay or interfere with the completion of the Acquisition, and (iv) vote their shares against any resolution or transaction which would in any manner, frustrate, prevent, delay or nullify the Acquisition or any of the other transactions contemplated by the Arrangement Agreement. For a copy of the form of Voting Agreement, see Exhibit 4.10 to this Form 20-F.

A copy of each of the foregoing contracts, except as otherwise noted, are available as Exhibits to this Form 20-F.


			D.			EXCHANGE CONTROLS

As of the date hereof, there are no governmental laws, decrees or regulations in Canada on the export or import of capital, or which impose foreign exchange controls or affect the remittance of interest, dividends or other payments to non-resident holders of the Company’s common stock, except as described under Item 10E “Taxation” below.

Except as provided in the Investment Canada Act (Canada) and the Competition Act (Canada), which have provisions that may potentially restrict the holding of voting shares by non-Canadians, there are no limitations specific to the rights of non-Canadians to hold or vote the Company’s common shares under the laws of Canada or in its charter documents. The following summarizes the principal features of the Investment Canada Act and the Competition Act for non-Canadian residents proposing to acquire the Company’s common shares.

This summary is of a general nature only and is not intended to be, and should not be construed to be, legal advice to any holder or prospective holder of the Company’s common shares, and no opinion or representation to any holder or prospective holder of the Company’s common shares is hereby made. Accordingly, holders and prospective holders of the Company’s common shares should consult with their own legal advisors with respect to the consequences of purchasing and owning the Company’s common shares.


1.			Investment Canada Act

The Investment Canada Act governs acquisitions of control of Canadian businesses by non-Canadians. Under the Investment Canada Act, non-Canadian individuals or entities acquiring “control” (as defined in the Investment Canada Act) of a corporation carrying on business in Canada are required to either notify, or file an application for review with, Innovation, Science and Economic Development Canada (or in the case of “cultural businesses”, Heritage Canada), subject to certain statutory exemptions. The relevant Minister may review any transaction which constitutes an acquisition of control of a Canadian business, where certain thresholds are exceeded (which are higher for investors from World Trade Organization member countries or investors from countries with which Canada has a trade agreement, including the US and the European Union) or where the activity of the business is a “cultural business” (as defined in the legislation and its regulations), or where the investment could be injurious to Canada’s national security. For acquisitions of control of businesses which do not involve a cultural business or present national security issues, no change of voting control will be deemed to have occurred, for purposes of the Investment Canada Act, if less than one-third of the voting control of a Canadian corporation is acquired by an investor. Different rules apply to acquisitions of control of businesses related to Canada’s cultural heritage or national identity, or present national security concerns.

If an investment is reviewable under the Investment Canada Act, an application for review in the form prescribed is normally required to be filed with Innovation, Science and Economic Development Canada or Heritage Canada prior to implementation of the investment. An investment subject to review may not be implemented until the review has been completed and the Minister responsible is satisfied that the investment is likely to be of “net benefit” to Canada. If the Minister is not satisfied that the investment is likely to be of net benefit to Canada, the non-Canadian cannot implement the investment, or if the investment has been implemented, may be required to divest itself of control of the Canadian business that is the subject of the investment. Different rules apply if the Minister determines that the investment may be injurious to Canada’s national security.

Certain transactions relating to the Company’s common stock would be exempt from the Investment Canada Act, unless they are found to be potentially injurious to Canada’s national security by the Minister responsible, including:

(a)the acquisition of the Company’s common stock by a person in the ordinary course of that person’s business as a trader or dealer in securities;

(b)the acquisition of control of the Company in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Canada Act; and

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(c)the acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of the Company, through ownership of the Company’s common stock, remains unchanged.

These exemptions do not apply to an acquisition of control of a Canadian business that is deemed to be potentially injurious to Canada’s national security.


2.			Competition Act

The Competition Act requires notification to the Commissioner of Competition of specified merger transactions that exceed certain monetary and share thresholds prior to their completion.

If a proposed merger is subject to pre-merger notification, each party to the proposed merger must file a notification with the Commissioner of Competition.

Proposed mergers that are subject to pre-merger notification under the Competition Act are prohibited from being completed before the end of 30 days following the receipt of a complete notification by the Commissioner of Competition, unless a waiver of the waiting period is obtained from the Commissioner of Competition. The waiting period may be extended by the issuance of a supplementary information request by the Commissioner of Competition within the initial 30 day waiting period. In the event that a supplementary information request is issued by the Commissioner of Competition, the parties may not complete the proposed merger until the end of a further 30 day waiting period that commences on the date on which the information requested pursuant to the supplementary information request has been provided to the Commissioner of Competition.

Whether or not a merger is subject to pre-merger notification to the Commissioner of Competition, the Commissioner of Competition may commence an application for relief in the Competition Tribunal on the basis that the merger prevents or lessens, or is likely to prevent or lessen, competition substantially in a relevant market. Such applications for relief are subject to a one-year limitation period from the merger’s substantial completion.


			E.			TAXATION

Material Canadian Federal Income Tax Consequences

The following general summary describes the principal Canadian federal income tax consequences applicable to a holder of the Company’s common stock who is a resident of the US, who is not, will not be and will not be deemed to be a resident of Canada for purposes of the Income Tax Act (Canada) (the “Income Tax Act”) and any applicable tax treaty and who does not use or hold, and is not deemed to use or hold, his common stock in the capital of the Company in connection with carrying on a business in Canada (a “non-resident holder”). This summary applies only to non-resident holders who hold their Company common stock as capital property. This summary does not apply to non-resident holders who are financial institutions (within the meaning of the Income Tax Act) or insurers.

This summary is based upon the current provisions of the Income Tax Act, the regulations thereunder (the “Regulations”), the current publicly announced administrative and assessing policies of the Canada Revenue Agency and the Canada-United States Tax Convention (1980), as amended (the “Treaty”). This summary also takes into account the amendments to the Income Tax Act and the Regulations publicly announced by the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and assumes that all such Tax Proposals will be enacted in their present form. However, no assurances can be given that the Tax Proposals will be enacted in the form proposed, or at all. This summary is not exhaustive of all possible Canadian federal income tax consequences applicable to a non-resident holder of the Company’s common stock and, except for the foregoing, this summary does not take into account or anticipate any changes in law, whether by legislative, administrative or judicial decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax consequences described herein.

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This summary is of a general nature only and is not intended to be, and should not be construed to be, legal, business or tax advice to any particular holder or prospective holder of the Company’s common stock, and no opinion or representation with respect to the Canadian tax consequences to any holder or prospective holder of the Company’s common stock is made. Accordingly, holders and prospective holders of the Company’s common stock should consult their own tax advisors with respect to the income tax consequences of purchasing, owning and disposing of the Company’s common stock in their particular circumstances.

Dividends

Dividends paid on the Company’s common stock to a non-resident holder will be subject under the Income Tax Act to withholding tax which tax is deducted at source by the Company. The withholding tax rate for dividends prescribed by the Income Tax Act is 25% but this rate may be reduced under the provisions of an applicable tax treaty. Under the Treaty, the withholding tax rate is reduced to 15% on dividends paid by the Company to a resident of the US who is the beneficial owner of such dividend and is eligible to benefits under the Treaty. The rate is further reduced to 5% where the beneficial owner of the dividend is a corporation resident in the US that is eligible for benefits under the Treaty and that owns at least 10% of the voting stock of the Company.

Capital Gains

A non-resident holder is not subject to tax under the Income Tax Act in respect of a capital gain realized upon the disposition of a common share of the Company unless such share is (or is deemed to be) “taxable Canadian property” (as defined in the Income Tax Act) of the non-resident holder. As long as the Company's common stock are listed on a designated stock exchange (which includes the TSX) at the time they are disposed of, the Company’s common stock will generally not be considered taxable Canadian property of a non-resident holder unless at any time during the 60-month period immediately preceding the disposition of the stock: (i) the non-resident holder, persons with whom the non-resident holder does not deal at arm’s length, partnerships in which the non-resident holder or any person with whom the non-resident holder does not deal at arm’s length holds a membership interest directly or indirectly through one or more partnerships, or the non-resident holder together with such non-arm’s length persons or partnerships owned, or had an interest in an option in respect of, 25% or more of the issued stock of any class or series of the Company’s capital stock; and (ii) more than 50% of the fair market value of the shares of the Company was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, Canadian resource properties (as defined in the Income Tax Act), timber resource properties (as defined in the Income Tax Act), or an option, an interest or right in such property.

Material US Federal Income Tax Consequences

The following is a general discussion of the material US federal income tax consequences, under current law, generally applicable to a US Holder (as hereinafter defined) of common shares of the Company. This discussion does not address individual consequences to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a US. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences. (See “Canadian Federal Tax Consequences”).

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. This discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.

This discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company and no opinion or representation with respect to the US federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of common shares of the Company are urged to consult their own tax advisors about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company.

US Holders

As used herein, a “US Holder” means a holder of common shares of the Company who is a citizen or individual resident of the US, a corporation (or other entity treated as a corporation for US federal income tax purposes) created or

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organized in or under the laws of the US or of any political subdivision thereof, an estate the income of which is taxable in the US irrespective of source, or a trust if a court within the US is able to exercise primary supervision over its administration and one or more U.S. persons (within the meaning of the Code) have authority to control all substantial decisions of the trust or that has a valid election in effect under applicable US Treasury regulations to be treated as a US person.

If a partnership or other pass-through entity is a beneficial owner of common shares of the Company, the tax treatment of a partner or other owner will generally depend upon the status of the partner (or other owner) and the activities of the entity. A US Holder that is a partner (or other owner) of a pass-through entity that owns common shares of the Company is urged to consult its own tax advisor regarding the ownership and disposition of common shares of the Company.

This summary does not address the tax consequences to, and US Holder does not include, persons subject to specific provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a “functional currency” other than the US dollar, shareholders who hold common shares as part of a straddle, hedging or a conversion transaction, persons that actually or constructively own 10 percent or more of the Company by vote or value, shareholders subject to the alternative minimum, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to US Holders who own common shares as capital assets. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares. US Holders that are subject to special provisions under the Code, including US Holders described above, should consult their own tax advisor regarding the US federal income, estate and gift, US state and local, and non-US tax consequences that may be applicable to them.

Distribution on Common Shares of the Company

Subject to the PFIC rules discussed below, US Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for US federal income tax purposes the gross amount of such distributions equal to the US dollar value of such dividends on the date of receipt (based on the exchange rate on such date) to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the US Holder’s federal income tax liability or, alternatively, may be deducted in computing the US Holder’s federal taxable income by those who itemize deductions. (See more detailed discussion at “Foreign Tax Credit” below). Dividends received by non-corporate US investors may be subject to US federal income tax at preferential tax rates if certain conditions are met. Dividends received by non-corporate US Holders with respect to the common shares of the Company are expected to be eligible for these preferential tax rates. US Holders should consult their own tax advisors regarding the eligibility of such dividends for a reduced rate of tax. To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the US Holder’s adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Preferential tax rates for long-term capital gains are applicable to a US Holder which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a US Holder which is a corporation. Section 1411 of the Code imposes a 3.8% Medicare surtax on net investment income of certain individuals, estates and trusts. In general, income with respect to Company distributions will be considered investment income for purposes of the surtax.

Foreign Tax Credit

A US Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the US Holder, to either receive a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces US federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the US Holder during that year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the US Holder’s US income tax liability that the US Holder’s foreign sources income bears to his or its worldwide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific categories of income such as “passive income,” “general income,” and certain other categories of income. Dividends distributed by the Company will generally constitute “passive income” or, in the case of certain US Holders, “financial services income” that is treated as "general income" for these

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purposes. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific, and US Holders of common shares of the Company should consult their own tax advisors regarding their individual circumstances.

Disposition of Common Shares of the Company

Subject to the PFIC rules discussed below, a US Holder will recognize gain or loss upon the sale of common shares of the Company equal to the difference, if any, between: (i) the amount of cash plus the fair market value of any property received; and (ii) the shareholder’s tax basis in the common shares of the Company. This gain or loss will be capital gain or loss if the common shares are a capital asset in the hands of the US Holder, which will be long-term capital gain or loss if the common shares of the Company are held for more than one year. Preferential tax rates apply to long-term capital gains of US Holders who are individuals, estates or trusts. Section 1411 of the Internal Revenue Code imposes a 3.8% Medicare surtax on net investment income of certain individuals, estates and trusts. In general, capital gain or loss recognized upon the sale of common shares of the Company will be considered investment income for purposes of the surtax.

Passive Foreign Investment Company

Certain US income tax legislation contains rules governing “passive foreign investment companies” (“PFIC”) which can have significant tax effects on US Holders of foreign corporations. These rules do not apply to non-US Holders.

Section 1297 of the Code defines a PFIC as a corporation that is not formed in the US and, for any taxable year, either (i) 75% or more of its gross income is “passive income”, which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if the Company is a controlled foreign corporation or makes an election, adjusted tax basis) of its assets that produce or are held for the production of “passive income” is 50% or more. The Company does not believe that it is a PFIC. If the Company is determined to be a PFIC, US Holders could be subject to additional US federal income taxes on gain recognized with respect to the common shares and on certain distributions. In addition, an interest charge may apply to the portion of the US federal income tax liability on such gains or distributions treated under the PFIC rules as having been deferred by the US Holder. Moreover, dividends that a non-corporate US Holder receives from the Company will not be eligible for the reduced US federal income tax rates on dividends described above if the Company is a PFIC in the taxable year of the dividend or the preceding taxable year. Each US Holder of the Company is urged to consult a tax advisor with respect to how the PFIC rules affect their tax situation, whether any election may be available to mitigate the adverse tax consequences that may apply under the PFIC rules described above, and whether any related reporting is required.

Information Reporting and Backup Withholding

In general, dividends paid to a US Holder in respect of the common shares of the Company and the proceeds received by a US Holder from the sale, exchange or other disposition of the common shares of the Company may be subject to information reporting to the IRS and possible US backup withholding. Backup withholding will not apply, however, to a US Holder that furnishes a correct taxpayer identification number and makes any other required certification or that is otherwise exempt from backup withholding. US Holders that are required to establish their exempt status must provide such certification on IRS Form W-9. US Holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a US Holder's US federal income tax liability, and such US Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and timely furnishing any required information.

US return disclosure obligations (and related penalties for failure to disclose) apply to certain US individuals who hold specified foreign financial assets if the total value of all such assets is more than $50,000 on the last day of the tax year or more than $75,000 at any time during the tax year. The definition of specified foreign financial assets may include common shares of the Company. US Holders are urged to consult their own tax advisors regarding the application of these disclosure obligations.

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			F.			DIVIDENDS AND PAYING AGENTS

Not Applicable.


			G.			STATEMENT BY EXPERTS

Not Applicable.


			H.			DOCUMENTS ON DISPLAY

The documents referred to in this Form 20-F may be viewed at the Company’s office located at 100 Paramount Drive, Suite 300, Sarasota, Florida 34232.


			I.			SUBSIDIARY INFORMATION

Not Applicable.


Item 11:			Quantitative and Qualitative Disclosures About Market Risk

Information for this Item is set forth in Note 24 to the 2021 audited consolidated financial statements under Item 18.


Item 12:			Description of Securities Other than Equity Securities


			A.			Debt Securities

Not Applicable.


			B.			Warrants and Rights

Not Applicable.


			C.			Other Securities

Not Applicable.


			D.			American Depositary Shares

None.

PART II

Item 13:Defaults, Dividend Arrearages and Delinquencies

None.

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Item 14:Material Modifications to the Rights of Security Holders and Use of Proceeds

None.


Item 15:			Controls and Procedures

(a) Disclosure Controls and Procedures. the Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) designed to ensure not only that information required to be disclosed in its reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, but also that information required to be disclosed by the Company is accumulated and communicated to management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The CEO and CFO of the Company conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2021. They concluded based on such evaluation that the Company’s disclosure controls and procedures were effective.

(b) Management’s Report on Internal Control Over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting as well as the preparation of consolidated financial statements for external reporting purposes in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.

Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of consolidated financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and, even when determined to be effective, can provide only reasonable assurance with respect to consolidated financial statements preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021 based on the criteria established in the “2013 Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021 based on those criteria.

The Company’s internal control over financial reporting as of December 31, 2021 has been audited by Raymond Chabot Grant Thornton LLP, the Company’s external independent registered public accounting firm, as stated in its report which follows.

(c) Attestation Report of Raymond Chabot Grant Thornton LLP. The Company’s independent auditors, Raymond Chabot Grant Thornton LLP, audited the annual consolidated financial statements included in this annual report and audited the Company’s internal control over financial reporting as of December 31, 2021 and included in the consolidated financial statements referenced in Item 18 of this Form 20-F its report on the Company’s internal control over financial reporting.

(d) Changes in Internal Control Over Financial Reporting. There have been no changes in the Company’s internal control over financial reporting that occurred during 2021 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Item 16:[RESERVED]


			Item 16A:			Audit Committee Financial Expert

The Board of Directors of the Company has determined that it has at least two audit committee financial experts serving on its audit committee. Mr. Chris R. Cawston, having over 18 years of experience in accounting and finance, and Mr. Frank Di Tomaso, having over 45 years of experience in accounting and auditing, and having the attributes set forth in Paragraph 16A(b) of the General Instructions to Form 20-F, have been determined to be audit committee financial experts. Further, Mr. Cawston and Mr. Di Tomaso are “independent” as that term is defined by the TSX and Sarbanes-Oxley Act.


			Item 16B:			Code of Ethics

The Company has adopted a code of ethics entitled “Intertape Polymer Group Inc. Code of Business Conduct and Ethics”, which is applicable to all of its employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, and all persons performing similar functions. A copy of the Company’s Code of Business Conduct and Ethics has been posted on the Company’s website at http://www.itape.com under “Investor Relations”, “Corporate Governance”, “Governance Documents”. Any amendments to, or waiver from, any provision of the Code of Business Conduct and Ethics will be posted on the Company’s website at the above address within 5 business days following the date of such amendment or waiver and such information will remain available on the Company’s website for at least a 12-month period.


			Item 16C:			Principal Accountant Fees and Services

The following table sets forth the fees billed (in Canadian dollars) for professional services rendered by Raymond Chabot Grant Thornton LLP, Chartered Professional Accountants, the Company’s independent auditors, for the fiscal years ended December 31, 2021 and 2020:


	2021	2020
	$CDN	$CDN
Audit Fees	1,156,000	993,500
Audit-Related Fees	153,909	125,325
Tax Fees	51,970	45,893
Total Fees	1,361,879	1,164,718

(a) Audit Fees. Audit fees were for professional services rendered for the integrated audit of the Company’s consolidated financial statements and internal control over financial reporting, assisting its Audit Committee in discharging its responsibilities for the review of the Company’s interim unaudited consolidated financial statements and services that generally only the independent auditor can reasonably provide, such as consent letters and assistance and review of documents filed with the SEC and Canadian securities regulatory authorities.

(b) Audit-Related Fees. Audit-related fees were for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated interim unaudited financial statements and are not reported under the caption “Audit Fees” above. These services included consultations concerning financial accounting and reporting standards, as well as services related to business acquisitions and the 2021 Senior Unsecured Notes.

(c) Tax Fees. Tax fees were for the preparation of the Canadian subsidiaries’ income tax returns and assistance with questions in 2021 and 2020.

(d) All Other Fees. The Company paid no other fees for services provided other than audit fees, audit-related fees and tax fees in 2020 and 2021 as described above.

(e) The Audit Committee charter provides for the required pre-approvals of services to be rendered by the external auditors. The pre-approval process takes place annually and is presented by the Company’s internal accountants and the external auditors for planned activity including audit, tax and non-audit services and includes reasonable detail with respect to the services covered. The pre-approval of all non-audit services allows the Audit Committee to consider the effect of such services on the independence of the external auditor. Any such services that may arise in addition to the pre-approved plan must

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be presented separately to the Audit Committee for pre-approval. The charter states that this responsibility cannot be delegated to management of the Company in any way whatsoever. All fees presented in the table above were pre-approved in compliance with the Audit Committee policy.


			Item 16D:			Exemptions from the Listing Standards for Audit Committee

Not Applicable.


			Item 16E:			Purchase of Equity Securities by the Issuer and Affiliated Purchasers

On July 23, 2021, the Company renewed its NCIB, under which it is permitted to repurchase for cancellation up to 4,000,000 common shares of the Company at prevailing market prices during the twelve-month period ending July 22, 2022. As of December 31, 2021, and March 11, 2022, 4,000,000 shares remained available for repurchase under the NCIB. In light of the Acquisition, the Company will not be repurchasing shares under the NCIB. The Company's previous NCIB, which allowed repurchases for cancellation up to 4,000,000 common shares, expired on July 22, 2021. During the year ended December 31, 2021, the Company did not purchase any of its issued and outstanding common shares pursuant to any repurchase program or otherwise.


			Item 16F:			Change in Registrant’s Certifying Accountant

Not Applicable.


			Item 16G:			Corporate Governance

Not Applicable.


			Item 16H:			Mine Safety Disclosure

Not Applicable.

Item 16I: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

PART III

Item 17:Financial Statements

Not Applicable.


Item 18:			Financial Statements

The consolidated financial statements required under Item 18 of this Form 20-F are attached hereto as Exhibit “A”.

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Item 19:Exhibits

The consolidated financial statements and the following exhibits are filed as part of this Annual Report on Form 20-F and are incorporated herein by reference.


			A.			Consolidated Financial Statements

•Management’s Responsibility for Consolidated Financial Statements

•Management’s Report on Internal Control over Financial Reporting

•Report of Independent Registered Public Accounting Firm

•Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

•Consolidated Financial Statements for the years ended December 31, 2021, 2020 and 2019

◦Consolidated Earnings

◦Consolidated Comprehensive Income

◦Consolidated Changes in Equity

◦Consolidated Cash Flows

◦Consolidated Balance Sheets

◦Notes to Consolidated Financial Statements


			B.			Exhibits:


1.1			Articles of Amalgamation as amended incorporated herein by reference to Exhibit 3.3 to S-4 filed October 26, 2004, File No. 333-119982-26.

1.2			General By-law 2003-1 incorporated herein by reference to Exhibit 3.4 to S-4 filed October 26, 2004, File No. 333-119982-26.

1.3			By-Law 2015-1, filed under 6-K on December 1, 2015, Film No. 151262916.

2.1			2015 Shareholder Rights Plan Agreement with CST Trust Company, dated December 14, 2015, and ratified and approved by Shareholders on June 9, 2016, filed under 6-K on December 14, 2015, Film No. 151286632.

2.2			2019 Shareholder Rights Plan Agreement with AST Trust Company (Canada) as rights agent, dated June 6, 2019, and ratified and approved by Shareholders on June 6, 2019, filed under 6-K on June 11, 2019, Film No. 19889959.

2.3			Indenture, dated as of October 15, 2018 , filed under 6-K on October 15, 2018, Film No. 181122845.



2.4			Indenture, dated as of June 8, 2021, filed under 6-K on June 8, 2021, Film No. 211002481.

4.1			Description of Company's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 filed under 20-F on March 25, 2020, Film No. 20739967.

4.2			Amended Executive Stock Option Plan incorporated herein by reference to S-8 filed November 7, 2012, File No. 333-184797. Executive Stock Option Plan (as amended and consolidated to June 11, 2014) filed under 6-K on June 18, 2014, Film No. 14928713.

4.3			Stock Appreciation Rights Plan, as amended, filed under 20-F on March 31, 2016, Film No. 161541654.

4.4			Amended and Restated Deferred Share Unit Plan ,filed under 20-F on March 26 , 20 21 , Film No. 21774767.

4.5			Amended and Restated Performance and Restricted Share Unit Plan, filed under 20-F on March 25, 2020, Film No. 20739967.





4.6			Credit Agreement filed under 6-K on June 19, 2018, Film No. 18906246. Amendment No. 1 to Credit Agreement and Limited Consent filed under 6-K on July 25, 2019, Film No. 19972669.

4.7			2019 Executive Stock Option Plan, filed under 20-F on March 28, 2019, Film No. 19709932.

130


4.8			Amendment No. 2 to Credit Agreement filed under 6-K on June 14, 2021, Film No. 211015583.

4.9			Arrangement Agreement by and between Intertape Polymer Group Inc. and 1351693 B.C. Ltd., an affiliate of Clearlake Capital Group, L.P., dated March 7, 2022, filed under 6-K on March 10, 2022, Film No. 22726931.
4.10			Form of Voting Agreement with 1351693 B.C. Ltd., dated March 7, 2022, filed under 6-K on March 10, 2022, Film No. 22726931.
8.1			A list of all of the Company’s significant subsidiaries is set forth in Item 4C of this Form 20-F.

10.1			During 2020, the Company was not required to send its directors and executive officers notices pursuant to Rule 104 of Regulation BTR concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR. The Company’s blackout periods are regularly scheduled and a description of such periods, including their frequency and duration and plan transactions to be suspended or affected are included in the documents under which the Company’s plans operate and is disclosed to employees before enrollment or within thirty (30) days thereafter.

12.1			Certification of the Chief Executive Officer required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a)).

12.2			Certification of the Chief Financial Officer required by Rule 13a-14(a) (17 CFR 240.13a-14(a) or Rule 15d-14(a) (17 CFR 240.15d-14(a)).

13.1			Certification of the Chief Executive Officer required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).

13.2			Certification of the Chief Financial Officer required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).

15.1			Consent of Independent Registered Public Accounting Firm.

15.2			Human Resources and Compensation Committee Charter, as amended.

15.3			Audit Committee Charter, as amended filed under 20-F on March 25, 2020, Film No. 20739967.

15.4			Nominating Committee Charter, as amended filed under 20-F on March 26, 2021, Film No. 21774767.

15.5			Executive Committee Charter, as amended, filed under 20-F on March 25, 2020, Film No. 20739967.

15.6			Human Rights Policy Statement, as amended, filed under 20-F on March 25, 2020, Film No. 20739967.

15.7			Environmental, Social & Governance Committee Charter filed under 20-F on March 26, 2021, Film No. 21774767.

131

SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

Intertape Polymer Group Inc.

By: /s/ Gregory A.C. Yull

Gregory A.C. Yull, Chief Executive Officer

Dated March 31, 2022

132

Intertape Polymer Group Inc.

Common Shares

As of December 31, 2021, there were 59,284,947 common shares of the Company outstanding.

Dividends

On August 10, 2021, the Board of Directors amended the Company's quarterly policy to increase the annualized dividend by 7.9% from $0.63 to $0.68 per common share. The Board's decision to increase the dividend was based on the Company's strong financial position and positive outlook. During the year ended December 31, 2021, cash dividends paid to shareholders were as follows:


Declared Date	Paid date	Per common share amount		Shareholder record date	Common shares issued and outstanding	Aggregate payment (1)
March 11, 2021	March 31, 2021	$	0.1575	March 22, 2021	59,027,047	$	9.2
May 11, 2021	June 30, 2021	$	0.1575	June 16, 2021	59,027,047	$	9.2
August 10, 2021	September 30, 2021	$	0.1700	September 16, 2021	59,284,947	$	10.0
November 11, 2021	December 31, 2021	$	0.1700	December 17, 2021	59,284,947	$	10.2

(1)Aggregate dividend payment amounts presented in the table above are adjusted for the impact of foreign exchange rates on cash payments to shareholders.

On March 10, 2022, the Board of Directors declared a dividend of $0.17 per common share payable on March 31, 2022 to shareholders of record at the close of business on March 21, 2022.

The dividends paid in 2021 and payable in 2022 by the Company are "eligible dividends" as defined in subsection 89(1) of the Income Tax Act (Canada).

Share Repurchases

On July 23, 2021, the Company renewed its normal course issuer bid ("NCIB") under which it is permitted to repurchase for cancellation up to 4,000,000 common shares of the Company at prevailing market prices during the twelve-month period ending July 22, 2022. As of December 31, 2021 and March 10, 2022, 4,000,000 shares remained available for repurchase under the NCIB.

The Company's two previous NCIBs, which each allowed repurchases for cancellation of up to 4,000,000 common shares, expired on July 22, 2021 and July 22, 2020, respectively. There were no share repurchases during the years ended December 31, 2021 and 2020.

Share-based Compensation

The Company's share-based compensation plans include: stock options, Performance Share Units ("PSU"), Restricted Share Units ("RSU") and Deferred Share Units ("DSU").

The table below summarizes share-based compensation activity that occurred during the following periods:


	Three months ended December 31,		Year ended December 31,
	2021	2020	2021	2020	2019
Equity-settled
Stock options granted	—	—	243,152	1,533,183	392,986
Stock options exercised	—	17,362	257,900	17,362	359,375
Stock options forfeited/cancelled	—	—	—	77,500	32,503
Cash proceeds (in millions of USD)	—	$0.3	$2.7	$0.3	$3.3
Cash-settled
DSUs granted	11,860	13,312	67,554	115,114	72,434

PSUs granted	—	—	200,982	694,777	291,905
PSUs added (cancelled) by performance factor (1)	—	—	143,512	(346,887)	(401,319)
PSUs settled (1)	—	—	409,670	—	—
PSUs forfeited/cancelled	3,872	20,891	10,046	25,923	23,739
RSUs granted	—	—	81,981	281,326	120,197
RSUs forfeited/cancelled	1,291	6,965	3,349	8,643	7,412
RSUs settled	—	—	106,906	—	—
Cash settlements (in millions of USD)	—	—	$13.2	—	—
Share-based compensation expense (in millions of USD)	$0.7	$18.4	$21.7	$22.9	$0.5

(1)The table below provides further information regarding the PSUs settled included in the table above. The number of "Target Shares" reflects 100% of the PSUs granted and the number of PSUs settled reflects the performance adjustments to the Target Shares:


Grant Date	Date Settled	Target Shares	Performance		PSUs settled
March 21, 2016	March 21, 2019	371,158	0	%	—
December 20, 2016	December 20, 2019	30,161	0	%	—
March 20, 2017	March 20, 2020	346,887	0	%	—
March 21, 2018	March 23, 2021	266,158	153.9	%	$	409,670

Grant details for PSUs granted during the year ended December 31, 2021 and 2020:

•25% based on the Company's total shareholder return ("TSR") ranking relative to the S&P North America SmallCap Materials (Industry Group) Index (the "Index Group") over the measurement period as set out in the table below;

•25% based on the Company's TSR ranking relative to a specified peer group of companies ("Peer Group") over the measurement period as set out in the table below; and

•50% based on the Company's average return on invested capital over the measurement period as compared to internally developed thresholds (the “ROIC Performance”) as set out in the table below.

Grant details for PSUs granted during the year ended December 31, 2019:

The number of PSUs granted during the year ended December 31, 2019 that will be eligible to vest can range from 0% to 175% of the Target Shares as determined by multiplying the number of PSUs awarded by the adjustment factors as follows:

•50% based on the Company's TSR ranking relative to the Peer Group over the measurement period as set out in the table below; and

•50% based on the Company's ROIC Performance as set out in the table below.

The relative TSR performance adjustment factor is determined as follows:


TSR Ranking Relative to the Index Group/Peer Group	Percent of Target Shares Vested
90th percentile or higher	200	%
75th percentile	150	%
50th percentile	100	%
25th percentile	50	%
Less than the 25th percentile	0	%

The ROIC Performance adjustment factor is determined as follows:


ROIC Performance	Percent of Target Shares Vested
1st Tier	0	%
2nd Tier	50	%
3rd Tier	100	%
4th Tier	150	%

The TSR performance and ROIC Performance adjustment factors between the numbers set out in the two tables above are interpolated on a straight-line basis.

As of December 31, 2021, $19.1 million was recorded in share-based compensation liabilities, current, and $19.9 million was recorded in share-based compensation liabilities, non-current.

Pension and Other Post-Retirement Benefit Plans

The Company’s pension and other post-retirement benefit plans had an unfunded net deficit of $12.3 million as of December 31, 2021 as compared to $16.8 million as of December 31, 2020. The decrease was primarily due to an increase in the year-end weighted average discount rate which was 2.57% and 3.00% as of December 31, 2021 for US and Canadian plans, respectively, and 2.15% and 2.55% as of December 31, 2020 for US and Canadian plans, respectively.

The Company currently expects to contribute a total of $1.0 million to its defined benefit pension and health and welfare plans in 2022. Adverse market conditions could require the Company to make additional cash payments to fund the plans which could reduce cash available for other business needs; however, the Company expects to meet its minimum required pension benefit plan funding obligations for 2022. None of the defined benefit plan assets were invested in any of the Company’s own equity or financial instruments or in any property or other assets used by the Company.

Financial Risk, Objectives and Policies

Interest Rate Risk

The Company is exposed to a risk of change in cash flows due to the fluctuations in interest rates on its variable rate borrowings.

To minimize the potential long-term cost of floating rate borrowings, the Company entered into interest rate swap agreements.

The interest rate swap agreements involve the exchange of periodic payments excluding the notional principal amount upon which the payments are based. For qualifying cash flow hedges, these payments are recorded as an adjustment of interest expense on the hedged debt instruments and the related amount payable to or receivable from counterparties is included as an adjustment to accrued interest.

The Company was party to the following interest rate swap agreements which are qualifying cash flow hedges designated as hedging instruments as of December 31, 2021 and 2020 (in millions of USD):

Effective Date

Maturity

Notional amount
$

Settlement

Fixed interest
rate paid
%

June 8, 2017

June 20, 2022

40.0

Monthly

1.7900

August 20, 2018

August 18, 2023

60.0

Monthly

2.0450

The fair value of the derivative liabilities totalled $1.6 million and $4.0 million as of December 31, 2021 and 2020, respectively.

Interest Rate Benchmark Reform

The Company is exposed to the LIBOR interest rate benchmark as a result of its interest rate swap agreements and its variable rate borrowings. The Company's 2021 Credit Facility currently contains benchmark replacement provisions. As of December 31, 2021 the Company has had no amendments to its interest rate swap agreements as it pertains to interest rate benchmark reform.

The Company has applied certain reliefs that were introduced by Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7) in September 2019 and in the current year adopted the Phase 2 amendments Interest Rate Benchmark Reform—Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16. Adopting these amendments enables the Company to reflect the effects of transitioning from LIBOR to alternative benchmark interest rates without giving rise to accounting impacts that would not provide useful information to users of financial statements.

Exchange Risk

While the Company is mainly exposed to the currency of the US dollar, a portion of its business is conducted in other currencies. Changes in the exchange rates for other currencies into US dollars can increase or decrease revenues, operating profit, earnings and the carrying values of assets and liabilities.

The Company's primary strategy to minimize its risk of foreign currency exposure is to ensure that the Financial Risk Management Committee:

•monitors the Company's exposures and cash flows, taking into account the large extent of naturally offsetting exposures,

•considers the Company's ability to adjust its selling prices due to foreign currency movements and other market conditions, and

•considers borrowing under available debt facilities in the most advantageous manner, after considering interest rates, foreign currency exposures, expected cash flows and other factors.

Hedge of net investment in foreign operations

A foreign currency exposure arises from Intertape Polymer Group Inc.'s net investment in its USD functional currency subsidiary, IPG (US) Holdings Inc. The risk arises from the fluctuations in the USD and CDN current exchange rate, which causes the amount of the net investment in IPG (US) Holdings Inc. to vary. Both the 2018 Senior Unsecured Notes and the 2021 Senior Unsecured Notes (collectively "Senior Unsecured Notes") have been used to hedge the Company’s exposure to the USD foreign exchange risk on this investment.

Gains or losses on the retranslation of these borrowings have been transferred to OCI to offset any gains or losses on translation of the net investment in the subsidiary.

The changes in value related to the net investment in IPG (US) Holdings, Inc., designated as the hedged item, and the Senior

Unsecured Notes, designated as a hedging instrument, in the hedge of a net investment, are as follows (in millions of USD):


	2021	2020
	$	$
Gain (loss) from change in value of IPG (US) Holdings, Inc. used for calculating hedge ineffectiveness	9.4	(6.5)
(Loss) gain from change in value of the Senior Unsecured Notes used for calculating hedge ineffectiveness	(10.8)	6.5
(Loss) gain from Senior Unsecured Notes recognized in OCI	(9.4)	6.5
Loss from hedge ineffectiveness recognized in earnings in finance costs (income) in other expense (income), net	(1.4)	—

Deferred tax expense on change in value of the Senior Unsecured Notes recognized in OCI	(1.6)	(0.8)

The cumulative amounts included in the foreign currency translation reserve recognized in other comprehensive income related

to the hedge of net investment in foreign operations are a loss of $2.1 million and a gain of $7.3 million as of December 31, 2021 and 2020, respectively.

Litigation

Critical Accounting Judgments, Estimates and Assumptions

The preparation of the Financial Statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Significant changes in the underlying assumptions could result in significant changes to these estimates. Consequently, management reviews these estimates on a regular basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about these significant judgments,

assumptions and estimates that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses are summarized below.

Critical Judgments in Applying the Company's Accounting Policies

Deferred income taxes

Determination of the aggregation of operating segments

The Company uses judgment in the aggregation of operating segments for financial reporting and disclosure purposes. In doing so, management has determined that there are two operating segments consisting of a tape, film, protective packaging, and machinery segment, and an engineered coated product segment. The Company has aggregated these two operating segments into one reportable segment due to similar characteristics including the nature of goods and services provided to its customers, methods used in the sale and distribution of those goods and services, types of customers comprising its customer base, and the regulatory environment in which the Company operates.

Key Sources of Estimation Uncertainty

Impairments

At the end of each reporting period, the Company performs a test of impairment on assets subject to depreciation and amortization if there are indicators of impairment. Cash-generating units ("CGU") containing goodwill or intangible assets having indefinite useful lives are tested at least annually, regardless of the existence of impairment indicators. An impairment loss is recognized when the carrying value of an asset or CGU exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The value in use is based on estimated discounted net future cash inflows, which are derived from management's financial forecast models of the estimated remaining useful life of the asset or CGU, and do not include restructuring activities to which the Company is not yet formally committed, nor any anticipated significant future investments expected to enhance the performance of the asset or CGU being tested. The calculated value in use varies depending on the discount rate applied to the estimated discounted cash flows, the estimated future cash flows, and the growth rate used for extrapolation purposes.

Refer to Note 13 of the Company’s Financial Statements for more information regarding impairment testing.

Pension, post-retirement and other long-term employee benefits

The cost of defined benefit pension plans and other post-retirement benefit plans and the present value of the related obligations are determined using actuarial valuations that require assumptions such as the discount rate to measure obligations, expected mortality and the expected health care cost trend. These assumptions are developed by management with the assistance of independent actuaries and are based on current actuarial benchmarks and management’s historical experience. Discount rates are determined close to each period-end by reference to market yields of high-quality corporate bonds that are denominated in

the currency in which the benefits will be paid and have terms to maturity approximating the terms of the related pension benefit obligation. Actual results will differ from estimated results, which are based on assumptions. Refer to Note 20 of the Company’s Financial Statements for more information regarding the costs and obligation related to the pension and other post-retirement benefit plans and the sensitivity of those amounts to changes in these assumptions.

Uncertain tax positions

The Company is subject to taxation in numerous jurisdictions and may have transactions and calculations during the course of business for which the ultimate tax determination is uncertain. The Company maintains provisions for uncertain tax positions that it believes appropriately reflects its risk. These provisions are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date, liabilities in excess of the Company’s provisions could result from audits by, or litigation with, the relevant taxing authorities. As of December 31, 2021 and 2020, the Company does not have any matters for which the tax determination is uncertain and as such, no provision has been recognized. Refer to Note 5 of the Company’s Financial Statements for more information regarding income taxes.

Useful lives of depreciable assets

Right-of-use assets and lease liabilities

Net realizable value of inventories and parts and supplies

Allowance for doubtful accounts and revenue adjustments

Provisions

The Company's provisions include environmental and restoration obligations, termination benefits and litigation provisions.

Refer to Note 16 of the Company’s Financial Statements for more information regarding provisions.

Share-based compensation

The estimation of share-based compensation fair value and expense requires the selection of an appropriate pricing model.

The model used by the Company for stock options is the Black-Scholes pricing model. The Black-Scholes model requires the Company to make significant judgments regarding the assumptions used within the model, the most significant of which are the expected volatility of the Company’s own common shares, the probable life of awards granted, the time of exercise, the risk-free interest rate commensurate with the term of the awards, and the expected dividend yield.

Refer to Note 18 of the Company’s Financial Statements for more information regarding share-based payments.

Business acquisitions

New Standards adopted as of January 1, 2021

In the prior year, the Company adopted the Phase 1 amendments Interest Rate Benchmark Reform—Amendments to IFRS 9, IAS 39 and IFRS 7. These amendments modify specific hedge accounting requirements to allow hedge accounting to continue for affected hedges during the period of uncertainty before the hedged items or hedging instruments are amended as a result of the interest rate benchmark reform.

adopting Interest Rate Benchmark Reform—Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16. Adopting these amendments enables the Company to reflect the effects of transitioning from interbank offered rates ("IBOR") to alternative benchmark interest rates without giving rise to accounting impacts that would not provide useful information to users of financial statements. The amendments have been applied retrospectively.

The Company will continue to apply the Phase 1 amendments until the uncertainty arising from the interest rate benchmark reform with respect to the timing and the amount of the underlying cash flows to which the Company is exposed ends. The Company expects this uncertainty will continue until the Company’s contracts that reference IBORs are amended to specify the date on which the interest rate benchmark will be replaced and the basis for the cash flows of the alternative benchmark rate are determined. The Company has floating rate debt, linked to the London Inter-bank Offered Rate, which it cash flow hedges using interest rate swaps. Details of the financial instruments affected by the interest rate benchmark reform together with a summary of the actions taken by the Company to manage the risks relating to the reform and the accounting impact, including the impact on hedge accounting relationships, appear in Note 24.

In the current year, the Company has applied a number of amendments to IFRS Standards and Interpretations issued by the IASB that are effective for annual periods beginning on or after January 1, 2021. Their adoption has not had any material impact on the disclosures or on the amounts reported in the Company's Financial Statements.

New Standards and Interpretations Issued but Not Yet Effective

On January 23, 2020, the IASB published Classification of Liabilities as Current or Non-current (Amendments to IAS 1), which affect only the presentation of liabilities as current or non-current in the statement of financial position and not the amount or timing of recognition of any asset, liability, income or expenses, or the information disclosed about those items. The amendments clarify that the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period, specify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability, explain that rights are in existence if covenants are complied with at the end of the reporting period, and introduce a definition of ‘settlement’ to make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services. The amendments are effective on January 1, 2023 and will be applied retrospectively. Management is currently assessing, but has not yet determined, the impact on the Company’s financial statements.

Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Company’s Financial Statements.

Internal Control Over Financial Reporting

Additional Information

Forward-Looking Statements

Item 6:Directors, Senior Management and Employees


			A.			DIRECTORS AND SENIOR MANAGEMENT

Directors

The following table sets forth the name, residence, position, and principal occupations for the last five (5) years of each Director of the Company as of the date hereof, as well as the year in which each Director was first elected. Each Director is elected for a term of one year and may be nominated for re-election at the Company’s following annual shareholders’ meeting. The next annual shareholders’ meeting is scheduled to be held on May 11, 2022, at which time the current term of each Director will expire.


Name and City of Residence	Position and Occupation	First Year as Director
Robert M. Beil Phoenix, Arizona	Director Sales, Marketing, Business and Executive Management, The Dow Chemical Company, 1975 to 2006	2007
Christopher R. Cawston Toronto, Ontario, Canada	Director President and Chief Executive Officer, The Cawston Group (financial, strategic and operational advisory group), 2010 to 2015, 2020 to present President, Sym-Tech Dealer Services (provider of finance and insurance solutions to automobile dealers and equipment manufacturers), 2015 to 2020 Director, AutoServe1 (cloud-based auto repair shop management solution), 2014 to 2019	2020
Jane Craighead Brockville, Ontario, Canada	Director Director and Chair of Human Resources Committee, Telesat Corporation(1) (global satellite operators), 2021 to present Director, Crombie Real Estate Investment Trust(1), 2021 to present Director, Wajax Corporation(1) (industrial products and services provider), 2021 to present Director, Jarislowsky Fraser Limited (independent investment firm), 2018 to present Director, Clearwater Food Services (seafood company engaged in the harvesting, processing, distribution and marketing of seafood), 2015 to 2021 Senior Vice President of Global Human Resources, Scotiabank, 2011 to 2019	2020


Name and City of Residence	Position and Occupation	First Year as Director
Frank Di Tomaso, FCPA, FCA, ICD.D Montreal, Quebec, Canada	Director Director, Birks Group Inc. (1) (designer, manufacturer and retailer of jewelry, timepieces, silverware and gifts), 2014 to present Director, Laurentian Pilotage Authority (regulates operations of pilotage services on the St. Lawrence River), 2011 to present Director, Canada Computational Unlimited Corp.(1) (bitcoin mining company), 2021 to present Director, ADF Group Inc. (1) (complex structural steel and heavy built-up steel components for the non-residential construction industry), 2015 to 2021 Director, National Bank Trust (asset management and trust services firm), 2012 to 2019 Director, National Bank Life Assurance Company, 2012 to 2019 Director, Yorbeau Resources Inc. (gold exploration company), 2011 to 2016	2014
Robert J. Foster Toronto, Ontario, Canada	Director President and CEO, Capital Canada Limited (investment banking firm), 1977 to present	2010
Dahra Granovsky Toronto, Ontario, Canada	Director CEO, Beresford Accurate Folding Cartons (folding carton packaging company), 2016 to present Director and Chairperson of the Corporate Governance Committee, Hammond Power Solutions(1) (dry-type electrical transformer business), 2011 to present Director, Atlantic Packaging Products Ltd. (corrugated packaging company), 2000to present Director, Velan Inc.(1) (industrial valve manufacturing company), 2019 to present Director, Laticrete International Inc. (a construction solutions company), 2021 to present Managing Director, Chem-Ecol (lubricant company), 2015 to 2021	2019


Name and City of Residence	Position and Occupation	First Year as Director
James Pantelidis Toronto, Ontario, Canada	Chairman of the Board of Directors Director and Chairman of the Board of Parkland Corporation (1) (marketer of petroleum products), 1999 to present Chairman of the Supply and Development Committee of Parkland Corporation, 2009 to present Director and Chairman of the Board of EnerCare Inc. (1) (home services company), 2002 to 2018 Director and Chairman of Human Resources Committee of RONA Inc. (retailer and distributor of hardware, building materials and home renovation products), 2004 to 2016 Director, Chairman of the Investment Committee, and Member of the Human Resources and Compensation Committee, Industrial Alliance Insurance and Financial Services Inc. (insurance company), 2002 to 2016	2012
Jorge N. Quintas Porto, Portugal	Director President, Nelson Quintas SGPS, SA (holding company for manufacturer of electrical and telecommunication cables), 2009 to present	2009
Mary Pat Salomone Naples, Florida	Director Director, Chairperson of the Health, Safety, Sustainability and Environment Committee, and member of the Governance Committee, TC Energy Corporation (formerly TransCanada Corporation) (1) (energy infrastructure company), 2013 to present Director and member of the Audit Committee and Finance Committee, Herc Holdings Inc. (1) (rental company), 2016 to 2021	2015
Gregory A.C. Yull Sarasota, Florida	Director CEO and President of the Company, 2010 to present President Tapes and Films Division of the Company, 2005 to 2010 Executive Vice President, Industrial Business Unit for Tapes and Films, 2004 to 2005	2010
Melbourne F. Yull Sarasota, Florida	Director Executive Director from June 28, 2007 to June 8, 2010 Retired, 2006 to 2007 Prior thereto he was Chairman of the Board and CEO of the Company, 1981 to 2006 Father of Gregory A.C. Yull	1989-2006 2007

(1)A publicly traded company.

Senior Management


Name and City of Residence	Position and Occupation	First Elected To Office
Gregory A.C. Yull Sarasota, Florida	Chief Executive Officer & President	2010
Jeffrey Crystal, CPA, CA Sarasota, Florida	Chief Financial Officer	2014
Randi M. Booth Bradenton, Florida	Senior Vice President & General Counsel	2017
Douglas Nalette Bradenton, Florida	Senior Vice President, Operations	2006
Shawn Nelson Bradenton, Florida	Senior Vice President, Sales	2010


			B.			COMPENSATION

Director Compensation

Directors receive annual fees for their service which are paid semi-annually. Directors may elect to receive deferred share units ("DSUs") in lieu of all or part of their cash fees.The Company has DSUs as a form of compensation to promote greater alignment of the interests of the directors with the shareholders of the Company in creating long-term shareholder value. See section entitled "Deferred Share Unit Plan" below for further details.

The following table presents the details of compensation and fees paid, and benefits in kind granted, to directors for the fiscal year ended December 31, 2021 for serving as directors of the Company, with the exception of Gregory A. C. Yull, who is an executive of the Company and who did not receive any fees as a director.


	Annual Board and Committee Fees Earned (1) $	Allocation of Annual Fees				Share-Based Awards
Name		DSUs(2) $	Cash $	Other $		DSUs(3) $
Robert M. Beil	79,904	—	79,904	—		95,000
Chris R. Cawston	80,645	80,645	—	—		95,000
Jane Craighead	85,282	85,282	—	—		95,000
Frank Di Tomaso	82,355	—	82,355	—		95,000
Robert J. Foster	85,000	—	85,000	—		95,000
Dahra Granovsky	77,000	38,500	38,500	—		95,000
James Pantelidis	154,000	—	154,000	—		95,000
Jorge N. Quintas	72,000	72,000	—	—		95,000
Mary Pat Salomone	82,000	—	82,000	—		95,000
Melbourne F. Yull	74,000	37,000	37,000	260,935	(4)	95,000

(4)Mr. Yull receives a pension from the Company (see “Pension and Other Post-Retirement Benefit Plans” below).

Senior Management Compensation

This section provides discussion and analysis of the specific decisions of the Human Resources and Compensation Committee ("HRCC") regarding the compensation of senior management for the year ended December 31, 2021.

Executive Summary


Our Compensation Philosophy	The Company’s executive compensation philosophy and program objectives are directed primarily by two guiding principles. First, the program is intended to provide competitive levels of compensation, at expected levels of performance, in order to attract, motivate and retain talented executives. Second, the program is intended to create an alignment of interest between the Company’s executives, performance objectives, and shareholders, so that a significant portion of each executive’s compensation is linked to creating long-term shareholder value. These two objectives are managed within the context of consideration of risk and governance best practices.
Our Pay Practices	What we do:	What we don't do:
	☑ Pay for Performance - 100% of the long-term incentive program is linked to share price performance ☑ Multi-dimensional assessment of performance including earnings, balance sheet, cash flows and market performance ☑ Use a similarly sized peer group of companies for market pay level benchmarking ☑ Target pay opportunities to be within reasonable range of median ☑ Require compliance with stock ownership requirements ☑ Engage an independent consultant ☑ Maintain the ability to clawback compensation in connection with financial restatement	☒ Hedging ☒ Encourage excessive risk taking ☒ Re-price options ☒ Discount options ☒ Offer excessive perquisites


Our Performance			•Delivered 26% revenue growth and remained disciplined in our practice to protect the profit dollar spread and mitigate the challenges presented by global supply chain constraints and labor shortages. •Experienced strong growth in the e-commerce market where the Company supplies water-activated tape, protective packaging and dispensers and in the building and construction market which uses the Company's woven products and tapes. •Adjusted EBITDA(1) grew 17% from $211.1 million in 2020 to $247.2 million in 2021, and net earnings decreased from $72.7 million to $67.8 million over the same period. •Cash flows from operating activities decreased 11% from $179.6 million in 2020 to $160.4 million in 2021. •Continued strong generation of free cash flows(1) of $79.1 million in 2021 while nearly doubling our investment in strategic capital projects over 2020 and making a large investment in working capital relating to supply chain and inflationary pressures. •One-year total shareholder return ranking relative to the Peer Group was in the 45th percentile and in the 51st percentile relative to the Index Group. •Three-year total shareholder return ranking relative to the Peer Group was in the 56th percentile and ROIC(1) performance was at the high end of the range between the 3rd and 4th Tier. •The dividend was increased 7.9% on an annualized basis to $0.68 per common share. •Reinforced our commitment to sustainability by signing the Climate Pledge and joining the Business Ambition for 1.5°C campaign for net-zero emissions by 2040; and earned a B score on our first CDP Climate report, which is above the industry average. •Two additional products, as well as the Curby® Mailer HD and the Curby® Cushioning Solutions family of products, achieved Cradle to Cradle CertifiedTM status as part of the ongoing sustainability strategic initiatives.
Compensation of Senior Management			•Annual incentive award targets required Compensation Adjusted EBITDA(1) and Compensation Cash Flows(1) growth of approximately 9% and 4% from 2020 results, respectively. •NEOs received annual incentive awards at 143% of their targets, given outstanding performance. •PSU awards granted in 2018 were settled in 2021 at 154% of the value granted based on the total shareholder return for the three-year performance period ending on December 31, 2020 in the 78th percentile relative to the Peer Group and ROIC achievement slightly below the 4th Tier. •Long-term incentive awards represented, on average, 38% of the NEO's 2021 total compensation, the value of which depends on share price performance.

Executive Compensation Program Principles

In support of the Company's compensation philosophy, the executive compensation program is designed to reward performance that is directly relevant to the Company’s short-term and long-term success. The Company provides both short-term and long-term incentive compensation that varies based on corporate and individual performance.

Three primary components comprise the Company’s compensation program: annual base salary, annual performance-based incentive plan award and a long-term incentive plan award comprised of performance share units ("PSUs") and restricted share units ("RSUs") pursuant to the Amended and Restated Performance and Restricted Share Unit Plan (the "PRSU Plan"), and stock options pursuant to the 2019 Executive Stock Option Plan (the "2019 ESOP").

The following describes the Company’s executive compensation program by component of compensation and discusses how each component relates to the Company’s overall executive compensation objective.


Compensation Element			Purpose
Annual base salary			To provide a base level of annual compensation for the Company’s senior management generally set at a level that is within a competitive range of the median of companies that compete with the Company for business and executive talent and that is aligned with survey data and other analysis
Annual performance-based incentive plan award			To encourage and reward performance over the financial year (typically, compared to predefined goals and objectives) and reflect progress toward predetermined company-wide and individual objectives
Long-term incentives / Equity			To reinforce shareholder alignment, retention and long-term performance orientation

The base salaries of the senior management are reviewed annually and adjusted periodically to take into account the following factors: market and economic conditions; levels of responsibility, scope of the role and accountability of each member of senior management; skills, experience and competencies of each member of senior management; retention considerations; and sustained performance.

In 2021, the Company issued PSUs and RSUs under the PRSU Plan and stock options under the 2019 ESOP. Annual incentive plan awards are typically based on predetermined performance goals and may form a greater or lesser part of the entire compensation package in any given year, depending on performance.

The following table sets forth the compensation paid, and share-based awards granted, to senior management for the last fiscal year for services in all capacities to the Company, including deferred compensation (also see "US Deferred Compensation" below for additional details).


	Annual Compensation				Share-based Awards		Option-based Awards (4) $
Name	Salary (1) $	Performance-based Incentive Plan Award $	Other $		Performance Share Units (2) $	Restricted Share Units (3) $
Gregory A.C. Yull	862,338	1,232,324	22,500	(5)	1,254,738	516,238	496,942
Jeffrey Crystal	470,108	503,856	—		288,633	118,755	114,321
Randi M. Booth	376,308	285,810	—		227,865	93,753	90,253
Douglas Nalette	400,890	286,446	—		182,275	75,007	72,203
Shawn Nelson	379,627	271,254	—		182,275	75,007	72,203

(1)Represents amounts included in each executive’s W-2, rather than the base salary amount.

(5)Represents amounts paid related to an auto allowance pursuant to the terms of Mr. Yull’s employment agreement.

US Deferred Compensation

The following table sets out the eligible compensation deferred in 2021 and the accumulated value as of December 31, 2021 for each member of senior management.


Name	Compensation Deferred in 2021 $	Accumulated Value at Year End $
Gregory A.C. Yull	378,601	1,539,397
Jeffrey Crystal	567,791	1,374,312
Randi M. Booth	30,000	32,545
Douglas Nalette	—	—
Shawn Nelson	—	—

Annual Performance-based Incentive Plan Awards - Bonuses

Each of the members of senior management received a performance bonus for 2021. Bonuses are typically paid based on the level of achievement of pre-defined financial objectives of the Company. The Company attributes to each executive, depending on his or her role, a bonus target level set as a percentage of his or her salary, representing the amount that will be paid if all objectives are achieved according to the targets set. Actual bonuses may vary between zero and 200% of the target bonus, based on the level of achievement of the predetermined objectives. The objectives and weight attached thereto are re-evaluated on an annual basis by the HRCC. The HRCC has discretion to adjust bonus payments upwards or downwards to ensure that payouts are aligned with the Company's performance and reflect the level of risk and responsibility undertaken to achieve results.

For the fiscal year ended December 31, 2021, at the HRCC’s recommendation, the Board of Directors elected to determine bonuses based on the Company achieving target levels of Compensation Adjusted EBITDA and Compensation Cash Flows. Following are the incentive parameters that were used for the fiscal year ended December 31, 2021:

Compensation Adjusted EBITDA is defined by the HRCC as Adjusted EBITDA excluding: (i) performance bonus expense and (ii) the positive or negative impact on Adjusted EBITDA of the acquisition of Nuevopak Global Limited ("Nuevopak Acquisition"). Adjusted EBITDA is defined and reconciled in Item 5: Operating and Financial Review and Prospects (Management's Discussion & Analysis). Compensation Cash Flows is defined by HRCC as cash flows from operating activities excluding: (i) the cash flows from operating activities of the Nuevopak Acquisition in the current year; (ii) M&A Costs paid in the current year excluding certain costs associated with planned acquisition integration activities; and (iii) the income tax effect of these items. These measures adjust for certain expenses and charges expected (at the time of the Board’s election) to be incurred by the Company during the year (e.g., M&A Costs and manufacturing facility closures,

restructuring and other related charges), which are determined to be in the long term interest of the Company. Accordingly, the HRCC determined that such amounts should not impact the ability of senior management to achieve the performance bonus targets for the year ended December 31, 2021.

Compensation Adjusted EBITDA and Compensation Cash Flows are non-GAAP financial measures and are reconciled to their respective, most directly comparable GAAP financial measure in the following tables (in millions of USD):


						Year ended December 31,
						2021
						$
Net earnings						70.0
Interest and other finance costs						56.9
Income tax expense						24.1
Depreciation and amortization						65.5
EBITDA						216.5
Manufacturing facility closures, restructuring and other related charges						—
M&A Costs						8.1
Share-based compensation expense						21.7
Impairment of long-lived assets and other assets						0.8
Loss on disposal of property, plant and equipment						0.1
Adjusted EBITDA						247.2
Performance bonus expense						8.5
Impact of Nuevopak Acquisition						(0.5)
Compensation Adjusted EBITDA						255.2


						Year ended December 31,
						2021
						$
Cash flows from operating activities						160.4
M&A Costs						6.9
Impact of Nuevopak Acquisition						(0.8)
Income tax effect of these items						(1.1)
Compensation Cash Flows						165.4

The following table presents the target incentive plan award as a percentage of salary.


	Gregory A.C. Yull		Jeffrey Crystal		Randi M. Booth		Douglas Nalette		Shawn Nelson
Incentive plan award as a percentage of salary:
Minimum	0	%	0	%	0	%	0	%	0	%
Threshold	50	%	38	%	25	%	25	%	25	%
Target	100	%	75	%	50	%	50	%	50	%
Maximum	200	%	150	%	100	%	100	%	100	%

The following table presents the financial objectives for 2021 included in the annual incentive plan and the results achieved by the Company:


	Bonus Payout Percentage	Compensation Adjusted EBITDA		Compensation Cash Flows
Threshold ($)	50%	222,300,000		177,500,000
Target ($)	100%	239,400,000		188,500,000
Maximum ($)	200%	256,900,000		199,500,000
Actual ($)	143%	255,234,970		165,384,300
Objective Weight		75	%	25	%
Evaluation of Performance to Target (%)		106.6	%	87.7	%
Company Performance Factor (%)		190.5	%	—	%

For performance achievement between threshold and target, the company performance factor represents the straight-line interpolation between 50% and 100% where 100% represents the target bonus. For performance achievement greater than target, the company performance factor represents the straight-line interpolation between 100% and 200% where 200% represents the maximum bonus.


Weighted Company Performance Factor						142.9			%

The following table presents, for each target objective, the bonus amount earned by each member of senior management for 2021:


	Gregory A.C. Yull	Jeffrey Crystal	Randi M. Booth		Douglas Nalette	Shawn Nelson
	$	$	$		$	$
2021 Annual Eligible Salary	862,338	470,108	400,000	(1)	400,890	379,627
Target Amount	862,338	352,581	200,000		200,445	189,814
Weighted Company Performance Factor x Target Amount	1,232,324	503,856	285,810		286,446	271,254

(1) Represents base salary amount.

Long-Term Incentive Plan Awards

Performance and Restricted Share Unit Plan

The purpose of the PRSU Plan is to provide executive officers and employees with a proprietary interest in the Company through the granting of PSUs and RSUs. The PRSU Plan is also intended to increase the interest in the Company’s welfare of the executive officers and employees who share primary responsibility for the management, growth and protection of the business of the Company, to furnish an incentive to such executive officers and employees to continue their services for the Company and its subsidiaries and to provide a means through which the Company and its subsidiaries may attract talented people to accept employment. The PRSU Plan is administered by the HRCC and authorizes the Company to award PSUs and RSUs to eligible persons.

A PSU, as defined by the PRSU Plan, represents the right of a participant, once such PSU is earned and has vested in accordance with the PRSU Plan, to receive a cash payment equal to the VWAP of the Company's shares on the TSX for the five consecutive trading days immediately preceding the day of settlement.

For PSUs granted in March 2018 and 2019, the number of PSUs that will be eligible to vest can range from 0% to 175% of the Target Shares as determined by multiplying the number of PSUs awarded by the adjustment factors as follows:

•50% based on the average return on invested capital over the measurement period (the “ROIC Performance”) as set out in the table below.

•50% based on the Company's TSR relative to the Peer Group over the measurement period as set out in the table below.

For PSUs granted in March 2020 and 2021, the number of PSUs that will be eligible to vest can range from 0% to 175% of the Target Shares as determined by multiplying the number of PSUs awarded by the adjustment factors as follows:

•50% based on the Company's ROIC Performance over the three-year performance measurement period as set out on the table below.

•50% based on the Company's TSR of which:

◦50% is based on the Company's TSR ranking relative the Peer Group over the three-year performance measurement period as set out on the table below.

◦50% is based on the Company's TSR ranking relative to the Index Group over the three-year performance measurement period as set out on the table below.

The ROIC Performance adjustment factor is determined as follows:


ROIC Performance	Percent of Target Shares Vested
1st Tier	0	%
2nd Tier	50	%
3rd Tier	100	%
4th Tier	150	%

The relative TSR performance adjustment factor is determined as follows:


TSR Ranking Relative to the Peer Group	Percent of Target Shares Vested
Less than the 25th percentile	0	%
25th percentile	50	%
50th percentile	100	%
75th percentile	150	%
90th percentile or higher	200	%

The TSR performance and ROIC Performance adjustment factors between the numbers set out in the two tables above is interpolated on a straight-line basis.

ROIC is defined by the governing documents of the PRSU Plan as the Net Operating Profit after Tax (“NOPAT”) divided by the average book value of invested capital. NOPAT is Earnings Before Interest and Taxes (“EBIT”) plus adjustments less taxes. Invested capital is total debt plus total equity less cash plus adjustments. Adjustments may be made by the Board in its sole discretion: (i) the positive or negative impact of mergers and acquisitions, including NOPAT of the acquired or divested business, due diligence costs and other advisory fees associated with mergers and acquisitions projects, and the impact on invested capital; (ii) the positive or negative impact of material changes to the capital deployment plan existing in the financial plan supporting the ROIC Performance Targets; (iii) the material net impact of one or more of the following items after available collectible insurance: changes in tax laws, changes in accounting principles, changes in regulatory requirements (including, but not limited to environmental regulations), the cost and ultimate financial impact of legal suits and/or settlements, expenses caused by natural disasters or intentionally caused damage to the Company's property, and non-cash accounting write-downs of goodwill, other intangible assets and fixed assets; and (iv) other unplanned, material positive or negative impacts which impact ROIC by more than 0.2% and were not included in formulating the ROIC Performance Targets (i.e. otherwise not included in the long-range plan).

TSR is calculated by determining the appreciation of the five-day VWAP of a share on the TSX at the beginning (January 1 of the year of grant) and end of the three-year performance period plus any dividend yield earned on a share in that period.

PSUs are settled in cash only, and as a result the Company will remeasure the fair value of the awards at each reporting date and present the cash-settled awards as a liability within the Company’s consolidated balance sheet under the caption share-based compensation liabilities, current, for amounts expected to settle in the next twelve months and share-based compensation liabilities, non-current, for amounts expected to settle in more than twelve months. Changes in the fair value of the liability are reflected in SG&A.

PSUs granted are subject to a market (50 percent) and non-market performance condition (50 percent) as well as a time-based vesting condition. Accordingly, the fair value of PSUs is based 50 percent on the Monte Carlo valuation model at each reporting date and 50 percent on the Company's VWAP of common shares on the TSX for the five consecutive trading days immediately preceding the reporting period end multiplied by the number of PSUs expected to vest based on estimated achievement of non-market performance criteria at the reporting period end. The cash payment at settlement is calculated based on the number of settled PSUs held by the participant, multiplied by the VWAP of the Company’s common shares on the TSX for the five consecutive trading days immediately preceding the day of settlement. PSUs accrue dividend equivalents which are paid in cash at the settlement date. A dividend equivalent is calculated as the number of settled PSUs multiplied by the amount of cash dividends per share declared and paid by the Company between the date of grant and the settlement date.

The PSU performance period is the period from January 1st in the year of grant through December 31st of the third calendar year following the date of grant. The PSUs are expensed over the vesting period beginning from the date of grant through February 15th of the fourth calendar year following the date of grant, unless vesting is accelerated based on retirement eligibility, death or disability.

An RSU, as defined by the PRSU Plan, represents the right of a participant, once such RSU is earned and has vested in accordance with the PRSU Plan, to receive a cash payment equal to the VWAP of the Company's shares on the TSX for the five consecutive trading days immediately preceding the day of settlement. The fair value of RSUs is calculated based on the VWAP of the Company's shares on the TSX for the five consecutive trading days immediately preceding the reporting period end date.

RSUs are settled in cash only, and as a result the Company will remeasure the fair value of the awards at each reporting date and present the cash-settled awards as a liability within the Company’s consolidated balance sheet under the caption share-based compensation liabilities, current, for amounts expected to settle in the next twelve months and share-based compensation liabilities, non-current, for amounts expected to settle in more than twelve months. Changes in the fair value of the liability are reflected in SG&A. The cash payment at settlement is calculated based on the number of settled RSUs held by the participant, multiplied by the VWAP of the Company’s common shares on the TSX for the five consecutive trading days immediately preceding the day of settlement. RSUs accrue dividend equivalents which are paid in cash at the settlement date. A dividend equivalent is calculated as the number of settled RSUs multiplied by the amount of cash dividends per share declared and paid by the Company between the date of grant and the settlement date.

RSUs are expensed over the vesting period beginning from the date of grant through February 15th of the fourth calendar year following the date of grant, unless vesting is accelerated based on retirement eligibility, death or disability.

Additionally, the PRSU Plan provides that, as soon as reasonably practicable following the settlement date, the Company or a subsidiary will make a lump-sum cash payment to an executive officer or employee, net of any withholdings, in an amount equal to the product that results from multiplying the number of settled PSUs and RSUs by the amount of cash dividends per common share declared and paid by the Company from the date of grant of the PSUs and RSUs to such executive officer or employee to the settlement date.

The PRSU Plan requires a one-year minimum vesting period for PSU and RSU awards granted thereunder, subject to certain exceptions.

PSU Grants During the Most Recently Completed Fiscal Year

The following table sets out the details of all PSU grants to the members of senior management during the fiscal year ended December 31, 2021.


Name	PSU Awards granted	% of total PSU awards granted in fiscal year	Market value on date of grant (1)	Expiration date
Gregory A.C. Yull	43,237	22%	$29.02	12/31/2024
Jeffrey Crystal	9,946	5%	$29.02	12/31/2024
Randi M. Booth	7,852	4%	$29.02	12/31/2024
Douglas Nalette	6,281	3%	$29.02	12/31/2024
Shawn Nelson	6,281	3%	$29.02	12/31/2024

(1) The base value (or grant date fair value) of a PSU is based 50% on the VWAP of the common shares of the Company on the TSX for the five trading days preceding the grant date (CDN$ 29.78, USD$ 23.88) and 50% on an estimated value derived using the Monte Carlo simulation model implemented in a risk-neutral framework considering the following assumptions:


PSU Grant Date						March 22, 2021
Grant recipient						All
Performance period starting price						CDN$24.20
Valuation date stock price						CDN$29.27
Estimated dividend yield						0%
US risk-free interest rate						0.28%
Canadian risk-free interest rate						0.46%
Estimated volatility						45%
Term						3 years
Result						CDN$42.81
						(USD$34.17)

Year-End Unvested PSU Awards and Values

The following table sets out for each of the members of senior management the total number of unvested PSU awards held as of December 31, 2021 and the value of such unvested awards at that date.


Name	Number of PSUs at fiscal year-end	Number of PSUs adjusted for performance at fiscal year end(1)	Value of PSUs at fiscal year-end (2)
	Unvested	Unvested	Unvested
Gregory A.C. Yull	262,857	376,605	7,611,190
Jeffrey Crystal	60,399	86,532	1,748,821
Randi M. Booth	34,563	48,864	987,547
Douglas Nalette	32,992	47,010	950,082
Shawn Nelson	32,992	47,010	950,082

(1)The final number of PSUs that vest will range from 0% to 175% of the initial number awarded based on predetermined performance criteria. Based on the Company’s performance as of December 31, 2021, the number of PSUs earned if all of the outstanding awards were to be settled at December 31, 2021, would be as follows:

Grant Date

Performance Period End Date

% of Target Shares

March 21, 2019

December 31, 2021

127.1%

March 23, 2020

December 31, 2022

157.6%

March 22, 2021

December 31, 2023

118.0%

(2)The fair value of the PSUs is based on the five-day VWAP of the common shares of the Company on the TSX on December 31, 2021 (CDN$ 25.90, USD$ 20.21). Actual value, if any, on the settlement of awards will depend on the value of the common shares of the Company on the TSX on the date of settlement. There is no guarantee that gains will be realized. The actual value received on settlement, if any, will be different and could also be nil, depending on variations in the price of the common shares of the Company on the TSX.

RSU Grants During the Most Recently Completed Fiscal Year

The following table sets out the details of all RSU grants to the members of senior management during the fiscal year ended December 31, 2021.


Name	RSU Awards granted	% of total RSU awards granted in fiscal year	Market value on date of grant (1)	Expiration date
Gregory A.C. Yull	21,618	26%	$23.88	12/31/2024
Jeffrey Crystal	4,973	6%	$23.88	12/31/2024
Randi M. Booth	3,926	5%	$23.88	12/31/2024
Douglas Nalette	3,141	4%	$23.88	12/31/2024
Shawn Nelson	3,141	4%	$23.88	12/31/2024

(1) The grant date fair value of a RSU is based on the VWAP of the common shares of the Company on the TSX for the five trading days preceding the grant date, March 22, 2021 (CDN$ 29.78, USD$ 23.88).

Year-End Unvested RSU Awards and Values

The following table sets out for each of the members of senior management the total number of unvested RSU awards held as of December 31, 2021 and the value of such unvested awards at that date. No RSUs were vested as of December 31, 2021.


Name	Number of RSUs at fiscal year-end	Value of RSUs at fiscal year-end (1)
Gregory A.C. Yull	131,428	2,656,160
Jeffrey Crystal	30,200	610,342
Randi M. Booth	17,281	349,249
Douglas Nalette	16,496	333,384
Shawn Nelson	16,496	333,384

(1) The fair value of the RSUs is based on the five-day VWAP of the common shares of the Company on the TSX on December 31, 2021 (CDN$ 25.90, USD$ 20.21). Actual value upon the settlement of awards will depend on the value of the common shares of the Company on the TSX on the date of settlement.

Deferred Share Unit Plan

The purpose of the DSU Plan is to provide participants with a form of compensation which promotes greater alignment of the interests of the participants and the shareholders of the Company in creating long-term shareholder value. The DSU Plan is administered by the HRCC and authorizes the Company to award DSUs to any member of the Board of Directors of the Company that is not an executive officer or employee of the Company. Under the DSU plan, each director may receive DSUs as a result of a grant and/or in lieu of cash for semi-annual directors’ fees. DSUs are settled when the director ceases to be a member of the Board of Directors of the Company.

A DSU, as defined by the Company’s DSU Plan, is a right that has a value equal to the VWAP of the shares on the TSX for the five consecutive trading days immediately preceding the day of settlement.

DSUs are settled in cash only, and as a result the Company will remeasure the fair value of the awards at each reporting date and present the cash-settled awards as a liability on the Company’s consolidated balance sheet under the caption share-based compensation liabilities, current, for amounts expected to settle in the next twelve months and share-based compensation liabilities, non-current, for amounts expected to settle in more than twelve months. Changes in the fair value of the liability are reflected in SG&A.

DSUs received in lieu of cash for directors’ fees are expensed as earned over the service period. DSUs received as a result of a grant are expensed immediately.

On September 10, 2018, the Board of Directors approved amendments to the DSU Plan in order to provide that the participants in the DSU Plan be also entitled to a dividend equivalent payment, payable in additional DSUs equal to the amount of dividends paid on Shares to which the DSUs held by them relate.

On November 8, 2019, the Board of Directors amended the DSU Plan in order to, among other changes, change the grant date for annual grants of DSUs from June to immediately following the annual meeting of shareholders.

On December 7, 2020, the Board of Directors amended the DSU Plan to (i) align the annual grant date of DSUs with the grant date of annual equity awards to the Company's executive officers, (ii) provide for annual meeting to annual meeting vesting of future DSU grants (with acceleration in the event of a Change in Control (as defined in the DSU Plan)), and (iii) allow participants to elect to receive settlement of their DSUs in the calendar year that their services end or in the following calendar year in accordance with, and to extent permitted by, applicable tax rules.

DSU Grants During the Most Recently Completed Fiscal Year

The following table sets out the details for the fiscal year ended December 31, 2021 of all DSU grants to directors, including dividend equivalents and DSUs elected in lieu of cash by the directors for semi-annual director fees granted as of December 31, 2021.


Name	Grant date	DSU Awards granted	% of total DSU awards granted in fiscal year	Market value on date of grant	Expiration date
Robert M. Beil	3/22/2021	3,979	6%	$23.88	n/a
	3/31/2021	365	1%	$22.50	n/a
	6/30/2021	361	1%	$22.91	n/a
	9/30/2021	400	1%	$22.47	n/a
	12/31/2021	451	1%	$20.08	n/a
Chris R. Cawston	3/22/2021	3,979	6%	$23.88	n/a
	3/31/2021	57	0%	$22.50	n/a
	6/30/2021	1,720	3%	$22.94	n/a
	9/30/2021	75	0%	$22.47	n/a
	12/31/2021	2,222	3%	$19.92	n/a


Name	Grant date	DSU Awards granted	% of total DSU awards granted in fiscal year	Market value on date of grant	Expiration date
Jane Craighead	3/22/2021	3,979	6%	$23.88	n/a
	3/31/2021	57	0%	$22.50	n/a
	6/30/2021	1,813	3%	$22.94	n/a
	9/30/2021	76	0%	$22.47	n/a
	12/31/2021	2,349	3%	$19.92	n/a
Frank Di Tomaso	3/22/2021	3,979	6%	$23.88	n/a
	3/31/2021	319	0%	$22.50	n/a
	6/30/2021	315	0%	$22.91	n/a
	9/30/2021	349	1%	$22.47	n/a
	12/31/2021	394	1%	$20.08	n/a
Robert J. Foster	3/22/2021	3,979	6%	$23.88	n/a
	3/31/2021	518	1%	$22.50	n/a
	6/30/2021	512	1%	$22.91	n/a
	9/30/2021	567	1%	$22.47	n/a
	12/31/2021	640	1%	$20.08	n/a
Dahra Granovsky	3/22/2021	3,979	6%	$23.88	n/a
	3/31/2021	153	0%	$22.50	n/a
	6/30/2021	991	1%	$22.94	n/a
	9/30/2021	174	0%	$22.47	n/a
	12/31/2021	1,165	2%	$19.92	n/a
James Pantelidis	3/22/2021	3,979	6%	$23.88	n/a
	3/31/2021	319	0%	$22.50	n/a
	6/30/2021	316	0%	$22.91	n/a
	9/30/2021	350	1%	$22.47	n/a
	12/31/2021	394	1%	$20.08	n/a
Jorge N. Quintas	3/22/2021	3,979	6%	$23.88	n/a
	3/31/2021	540	1%	$22.50	n/a
	6/30/2021	2,103	3%	$22.94	n/a
	9/30/2021	604	1%	$22.47	n/a
	12/31/2021	2,491	4%	$19.92	n/a
Mary Pat Salomone	3/22/2021	3,979	6%	$23.88	n/a
	3/31/2021	282	0%	$22.50	n/a
	6/30/2021	279	0%	$22.91	n/a
	9/30/2021	309	0%	$22.47	n/a
	12/31/2021	348	1%	$20.08	n/a
Melbourne F. Yull	3/22/2021	3,979	6%	$23.88	n/a
	3/31/2021	378	1%	$22.50	n/a
	6/30/2021	1,181	2%	$22.94	n/a
	9/30/2021	421	1%	$22.47	n/a
	12/31/2021	1,406	2%	$19.92	n/a

Year-End Outstanding DSU Awards

The following table sets out for each of the directors the total number of vested and unvested DSUs as of December 31, 2021 and the value of such DSUs at that date.



Name	Number of vested DSUs outstanding at fiscal year-end(1)	Value of vested DSUs outstanding (2)	Number of unvested DSUs outstanding at fiscal year-end(1)	Value of unvested DSUs outstanding (2)
Robert M. Beil	51,921	1,049,323	1,711	34,579
Chris R. Cawston	10,477	211,740	1,711	34,579
Jane Craighead	10,686	215,964	1,711	34,579
Frank Di Tomaso	45,147	912,421	1,711	34,579
Robert J. Foster	74,399	1,503,604	1,711	34,579
Dahra Granovsky	22,605	456,847	1,711	34,579
James Pantelidis	45,181	913,108	1,711	34,579
Jorge N. Quintas	81,161	1,640,264	1,711	34,579
Mary Pat Salomone	39,725	802,842	1,711	34,579
Melbourne F. Yull	55,683	1,125,353	1,711	34,579

(1) Includes related dividend amounts.

(2) The value of DSUs is based on the five-day VWAP of the common shares of the Company on the TSX on December 31, 2021 (CDN$ 25.90, USD$ 20.21). Actual value upon the settlement of awards will depend on the value of the common shares of the Company on the TSX on the date of settlement.

Executive Stock Option Plan

The purpose of the Executive Stock Option Plan ("ESOP") is to promote a proprietary interest in the Company among the executives, key employees and consultants of the Company and its subsidiaries, in order to both encourage such persons to further the development of the Company and assist the Company in attracting and retaining key personnel necessary for the Company’s long-term success. The Board of Directors designates from time-to-time those persons to whom options are to be granted and determines the number of common shares subject to such options. Generally, participation is limited to persons holding positions that can have an impact on the Company’s long-term results.

The Company adopted the ESOP in 1992, which was amended on several occasions before elapsing on June 4, 2018. As a result of an amendment approved by shareholders at a special meeting of shareholders of the Company held on September 5, 2007, the ESOP provided that the total number of Shares reserved for issuance thereunder was equal to 10% of the issued and outstanding Shares from time-to-time. Under the rules of the TSX, a security-based compensation arrangement such as the ESOP must, when initially put in place, receive shareholder approval at a duly-called meeting of shareholders, and all unallocated stock options are subject to ratification by shareholders every three years thereafter. Shareholders last ratified unallocated stock options under the ESOP at an annual and special meeting of shareholders of the Company held on June 4, 2015. In accordance with the TSX rules, no further grants of stock options have been made under the ESOP since June 4, 2018, the date on which the ESOP lapsed. The 351,487 Shares issuable upon the exercise of the stock options outstanding under the ESOP as of December 31, 2021, remain subject to the terms and conditions of the ESOP.

The following is a description of certain features of the ESOP (for further details regarding the ESOP, please see Exhibit 4.2 to this Form 20-F):

•options expire not later than ten years after the date of grant and, unless otherwise determined by the Board of Directors, all vested options under a particular grant expire 24 months after the vesting date of the last tranche of such grant;

•options that are granted to directors who are not executive officers of the Corporation vest 25% on the date of grant, with another 25% vesting on each of the first three anniversaries of the date of the grant. Under the current amended plan, all other options granted vest as to one-third on each of the first, second and third anniversaries of the date of grant. Previously, the ESOP provided that such stock options granted, other than to directors who are not executives, vest 25% per year over four years;

•the exercise price of the options is determined by the Board of Directors, but cannot be less than the “Market Value” of the common shares of the Company, defined in the ESOP as the closing price of the common shares on the TSX for the day immediately preceding the effective date of the grant; and

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•certain limitations exist on the number of options, common shares reserved for issuance, number of common shares issuable and the number of common shares issued to certain individuals over certain time periods.

As of December 31, 2021, there were options outstanding under the ESOP to purchase an aggregate of 351,487 common shares, representing 0.6% of the issued and outstanding common shares of the Company, and a total of 351,487 options exercisable.

2019 ESOP

On March 12, 2019, the Board of Directors adopted the 2019 ESOP, which was approved by Shareholders on June 6, 2019.

The purpose of the 2019 ESOP is to promote a proprietary interest in the Company among the executives, key employees and consultants of the Company and its subsidiaries, in order to both encourage such persons to further the development of the Company and assist the Company in attracting and retaining key personnel necessary for the Company’s long-term success. The Board of Directors designates from time-to-time those persons to whom options are to be granted and determines the number of common shares subject to such options. Generally, participation is limited to persons holding positions that can have an impact on the Company’s long-term results.

The number of common shares to which the options relate is determined by taking into account, inter alia, the market value of the common shares and each optionee’s base salary.

The following is a description of certain features of the 2019 ESOP (for further details regarding the 2019 ESOP, please see Exhibit 4.7 to this Form 20-F):

•the Board of Directors has the discretion to determine the vesting schedule of the options and the Board of Directors shall have the full power and authority to accelerate the vesting or exercisability of all or any portion of any option (the options that have already been granted under the 2019 ESOP vest one-third on each of the first, second and third anniversaries of the date of grant);

•options expire not later than ten years after the date of grant;

•the exercise price of the option is determined by the Board of Directors, but shall not be less than the closing price of the common shares of the Company on the TSX for the day immediately preceding the effective date of the grant; and

As of December 31, 2021, there were 2,082,987 stock options outstanding under the 2019 ESOP, representing 3.5% of the issued and outstanding common shares of the Company, and a total of 694,220 options exercisable. Under the 2019 ESOP, there were 3,845,508 options available for grant, representing 6.5% of the issued and outstanding shares as of March 11, 2022.

Under the rules of the TSX, a security-based compensation arrangement that does not have a fixed maximum number of shares issuable, like the 2019 ESOP, must, when initially put in place, receive shareholders’ approval at a duly-called meeting, and all unallocated options are subject to ratification by shareholders every three years thereafter. Although the unallocated options under the 2019 ESOP are subject to ratification this year, the Company, upon recommendation by the HRCC, has decided not to submit the matter to a vote at the annual meeting of shareholders. As a result, no further stock options may be granted under the 2019 ESOP as at and from June 6, 2022.

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Option Grants During the Most Recently Completed Fiscal Year

The following table sets out the details of all options granted to the members of senior management under the 2019 ESOP during the fiscal year ended December 31, 2021. During 2021, there were no options granted to directors.


Name	Options granted	% of total options granted in fiscal year	Exercise Price CDN$	Market value on date of grant CDN$(1)	Expiration date
Gregory A.C. Yull	109,943	45%	$29.34	$5.65	3/18/2031
Jeffrey Crystal	28,438	12%	$29.34	$5.02	3/18/2026
Randi M. Booth	22,451	9%	$29.34	$5.02	3/18/2026
Douglas Nalette	17,961	7%	$29.34	$5.02	3/18/2026
Shawn Nelson	17,961	7%	$29.34	$5.02	3/18/2026

(1) The grant date fair value of awards is estimated at the date of the grant using the Black-Scholes option pricing model with the following assumptions:


Option Grant Date	March 18, 2021	March 18, 2021
Grant recipient	All of the above except Gregory A.C. Yull	Gregory A. C. Yull
Stock price at grant date	CDN$29.34	CDN$29.34
Exercise price of awards	CDN$29.34	CDN$29.34
Expected dividends	3.1%	3.1%
Canadian risk-free interest rate	1.03%	1.16%
Estimated volatility	27%	29%
Expected life	5 years	6 years
Foreign exchange rate USD to CDN	1.2482	1.2482
Grant date fair value	CDN$5.02	CDN$5.65
	(USD$4.02)	(USD$4.52)

Year-End Unexercised Options and Option Values

The following table sets out for each of the members of senior management the total number of unexercised options held as of December 31, 2021 and the value of such unexercised options at that date. There were no options outstanding held by directors as of December 31, 2021.


Name	Number of unexercised options at fiscal year-end Exercisable / Unexercisable		Value of unexercised “in the money” options at fiscal year-end Exercisable / Unexercisable CDN$ (1)
Gregory A.C. Yull	633,789	686,736	8,255,090	10,036,995
Jeffrey Crystal	123,663	165,084	1,532,511	2,358,539
Randi M. Booth	63,620	94,793	802,905	1,248,632
Douglas Nalette	—	90,303	—	1,248,632
Shawn Nelson	65,469	90,303	811,336	1,248,632

(1)The value of unexercised “in-the-money” options is calculated using the closing price of the common shares of the Company on the TSX on December 31, 2021 (CDN$ 26.32) less the respective exercise prices of the options. Actual gains, if any, on exercise will depend on the value of the common shares of the Company on the TSX on the date of exercise. There is no guarantee that gains will be realized.

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Incentive Plan Awards – Value Vested, Settled, Realized or Earned During the Year

The following table sets out, for each member of senior management, the value of option-based awards and share-based awards which vested or settled during the year ended December 31, 2021 and the value of non-equity incentive plan compensation earned during the year ended December 31, 2021.


Name	Option-Based Awards – Value Vested During the Year(1) ($)	Share-Based Awards – Value Vested During the Year ($)		Non-Equity Incentive Plan Award – Value Earned During the Year(5) ($)
		PSUs - settled(2)(4)	RSUs - settled(3)(4)
Gregory A.C. Yull	4,917,454	2,234,820	726,074	1,232,324
Jeffrey Crystal	1,173,558	513,418	166,800	503,856
Randi M. Booth	617,815	241,607	78,490	285,810
Douglas Nalette	621,297	271,837	88,310	286,446
Shawn Nelson	621,297	271,837	88,310	271,254

(1)The value is calculated as if the stock options were exercised on the vesting date of each relevant grant. The value is equal to the difference between the closing price of the common shares of the Company on the TSX on the vesting date and the exercise price. Actual gains, if any, on exercise will depend on the value of the common shares of the Company on the TSX on the date of exercise. There is no guarantee that gains will be realized.

(2)For settled PSUs, the value is calculated as the number of PSUs on the settlement date multiplied by the performance adjustment factor and the VWAP of the common shares of the Company on the TSX for the five consecutive trading days immediately preceding the date of settlement.

The performance adjustment to the Target Shares for the PSUs settled in 2021 was 153.9% which applies the prescribed weighting to the individual TSR and ROIC Performance adjustment factors summarized in the following table:


	ROIC	TSR
Evaluation of Performance to Target (%)	109.9%	156.8%
Performance adjustment factor (%)	146.4%	161.3%

ROIC is a non-GAAP financial ratio whose components are the non-GAAP financial measures, NOPAT and invested capital. A reconciliation of NOPAT and invested capital to their respective, most directly comparable GAAP financial measure is set forth in the tables below for the relevant performance period, in millions of USD.

NOPAT Reconciliation to Net Earnings


						Three-year performance period ended December 31,
						2020
						$
Net earnings						161.3
Interest and other finance costs						79.1
Income tax expense						45.2
Adjustments						34.0
Less taxes						(65.9)
NOPAT						253.8

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Invested Capital Reconciliation to Total Equity


	December 31,
	2020	2019	2018
	$	$	$
Total equity	316.7	272.2	261.4
Plus total debt	490.0	508.8	500.0
Less cash	(16.5)	(7.0)	(18.7)
Adjustments	(200.1)	(170.2)	(167.7)
Invested capital	590.1	603.8	575.0

(3)For settled RSUs, the value is calculated as the number of RSUs on the settlement date multiplied by the VWAP of the common shares of the Company on the TSX for the five consecutive trading days immediately preceding the date of settlement.

(4)Includes a cash payment made to each member of senior management in an amount equal to the product that results from multiplying the number of settled PSUs and RSUs by the amount of cash dividends per common share declared and paid by the Company from the date of grant of the PSUs to the settlement date.

(5)The amounts shown for annual incentive plans represent amounts awarded under the Company’s senior management bonus plan. Award amounts are based on the level of achievement of financial objectives of the Company. See the section above entitled “Annual Incentive Plan Awards – Bonuses” for additional information.

The following table sets out, for each member of senior management, the value realized from option-based awards upon exercise during the year ended December 31, 2021.


Name	Number of Options Exercised (#)	Gains Realized(1) ($)
Gregory A.C. Yull	180,000	2,724,239
Jeffrey Crystal	—	—
Randi M. Booth	—	—
Douglas Nalette	65,469	828,645
Shawn Nelson	—	—

(1)The gain realized is equal to the difference between the market value of the common shares of the Company on the TSX at exercise and the exercise price multiplied by the number of options exercised and converted to USD based on the exchange rate on the date of exercise.

Stock Appreciation Rights Plan

The purpose of the Stock Appreciation Rights Plan is to: (a) promote a proprietary interest in the Company among its executives and directors; (b) encourage the Company’s executives and directors to further the Company’s development; and (c) attract and retain the key employees necessary for the Company’s long-term success. The Stock Appreciation Rights Plan is administered by the Compensation Committee of the Board of Directors of the Company and authorizes the Company to award stock appreciation rights (“SARs”) to eligible persons. A SAR, as defined by the Company’s plan, is a right to receive a cash payment equal to the difference between the base price of the SAR and the market value of a common share of the Company on the date of exercise. These SARs can only be settled in cash and expire no later than 10 years after the date of the grant. The award agreements provide that these SARs granted to employees and executives will vest and may be exercisable 25% per year over four years. The SARs granted to directors, who are not officers of the Company, will vest and may be exercisable 25% on the grant date, and a further 25% will vest and may be exercisable per year over three years. No SARs were outstanding as of and since December 31, 2018. The Stock Appreciation Rights Plan was terminated in 2020.

Clawback Policy

In April 2014, the Board of Directors adopted a “clawback” policy, pursuant to which the Company may recoup from executive officers or employees of the Company and its subsidiaries, as the case may be, annual incentive bonuses, special bonuses, other incentive compensation and equity-based awards, whether vested or unvested, paid, issued or granted to them, in the event of fraud, restatement of the Company’s financial results, material errors or omissions in the Company’s financial statements, or other events as may be determined from time to time by the Board of Directors in its discretion. To-date, the Company has not been required to apply the "clawback" policy.

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Pension and Other Post Retirement Benefit Plans

Melbourne F. Yull was Chairman of the Board of Directors and CEO of the Company from January 11, 1995 to June 14, 2006. Prior thereto, Mr. Yull was the President and a Director of the Company or a predecessor thereof, from 1981. The former employment agreement entered into between the Company and Mr. Yull provides that Mr. Yull receive from the Company a defined benefit supplementary pension annually for life in an amount equal to 2% of the average of Mr. Yull’s annual gross salary for the final five years of his employment with the Company, multiplied by his years of service with the Company to retirement. Accordingly, Mr. Yull receives a pension from the Company in an amount of $260,935 per year. This pension was earned by Mr. Yull in his capacity as an executive of the Company, not as a Director of the Company.

Defined Contribution Pension Plans

The Company maintains defined contribution pension plans in the US and Canada. Each member of senior management participates in the “US Plan”. The US Plan is a defined contribution pension plan and qualifies as a deferred salary arrangement under section 401(k) of the US Internal Revenue Code. Under the US Plan, employees who have been employed for at least 90 days may defer a portion of their pre-tax earnings subject to statutory limitations. The Company may make discretionary contributions for the benefit of eligible employees. The US Plan permits eligible employees to choose how their account balances are invested on their behalf within a range of investment options provided by third-party fund managers. The following table sets out the Company’s contributions to the pension plan payable for 2021 for each member of senior management.


Name						Company Contributions $
Gregory A.C. Yull						15,950
Jeffrey Crystal						15,950
Randi M. Booth						15,950
Douglas Nalette						15,950
Shawn Nelson						15,950

Total Cash Payments

Total cash payments for employee future benefits for 2021, consisting of cash contributed by the Company to its defined benefit pension plans, cash payments directly to beneficiaries for its unfunded other benefit plans, cash contributed to its defined contribution plans and cash contributed to its multi-employer defined benefit plans, were $8.6 million ($7.0 million in 2020).

Executive Employment Contracts and Change of Control Agreements

The following agreements between the Company and members of senior management were in effect at the end of 2021.

The Company entered into “change of control, non-interference and confidentiality” agreements as of January 28, 2001 and amended October 24, 2019 with Shawn Nelson, and as of October 28, 2004 and amended November 21, 2019 with Douglas Nalette. These agreements include provisions regarding confidentiality, non-interference and non-solicitation covenants, and ownership of intellectual property, among other things. The non-interference and non-solicitation covenants survive for 12 months following the employee's voluntary termination of employment, provided however that if the employee resigns within six months after a Change of Control (as defined in such agreements), such covenants shall be null and void.

The “change of control, non-interference and confidentiality” agreements provide also that if, within a period of six months after a Change of Control of the Company: (a) the executive terminates his employment with the Company for Good Reason; or (b) the Company terminates the executive’s employment without cause, such executive will be entitled to (i) severance equal to 12 months of such executive’s base salary at the effective date of such termination, (ii) reimbursement of the employer subsidy portion of the health insurance premiums paid by the executive for health insurance coverage under the Company's plan for up to 12 months after the executive's termination, and (iii) accelerated vesting of any unvested stock options and continued exercisability of all stock options. For this purpose, in summary, "Good Reason" means one or more of the following: (i) reduction of the executive's salary by more than 10% (other than a general reduction affecting comparable employees), (ii) a 50 mile or more relocation of the executive's place of work, or (iii) a material diminution of the executive's duties, authority or responsibility.

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On August 2, 2010, the Company entered into an Executive Employment Agreement with Gregory A.C. Yull, as amended to date (the "Yull Agreement"). The Yull Agreement includes provisions regarding base salary, annual bonuses, benefits, confidentiality, non-solicitation and non-compete covenants, and ownership of intellectual property, among other things. The non-compete and non-solicitation covenants survive for 12 months following termination of employment, provided however that in the event of a termination other than for cause or resignation for Good Reason, as described below, the covenants survive for 24 months following termination of employment. For this purpose, in summary, "Good Reason" means one or more of the following: (i) a material adverse change in Mr. Yull's position, duties, authority, responsibilities or title, (ii) a reduction in Mr. Yull's remuneration except as permitted under the Yull Agreement, (iii) relocation of Mr. Yull's principal place of work by more than 30 miles, (iv) any breach by the Company of any material provision of the Yull Agreement, or (v) a purported termination by the Company or Mr. Yull's employment other than as permitted by the Yull Agreement.

In the event the Company terminates Mr. Yull’s employment without Cause, or Mr. Yull terminates his employment for Good Reason (except as otherwise summarized in the next paragraph), Mr. Yull shall be entitled to receive a pro-rated performance bonus in respect of the fiscal year in which the termination occurred, based upon the average performance bonus paid to Mr. Yull in the last two fiscal years and severance pay in an amount equal to two times the sum of his annual base salary and the average performance bonus paid to Mr. Yull in the last two fiscal years ending on the date prior to his date of termination. In addition, all unvested stock options that would otherwise vest during the 24 months following the date of termination shall be immediately vested and remain exercisable for a period of 12 months. Mr. Yull shall also be entitled to participate, at active employee rates, in the benefits under the Company's medical and dental benefit program for 24 months and will receive disability and life insurance benefits pursuant to any benefit plans and programs then provided by the Company generally to its executives for a period of 18 months following the date of termination. Lastly, the defined benefit supplemental pension summarized below shall vest.

In the event that the Company terminates Mr. Yull’s employment without Cause or Mr. Yull terminates his employment for Good Reason within two years of a Change of Control, then he shall be entitled to receive a pro-rated performance bonus in respect of the fiscal year in which the termination occurred, based upon the average performance bonus paid to Mr. Yull in the last two fiscal years and severance pay in an amount equal to three times the sum of his annual base salary and the average performance bonus paid in the last two fiscal years immediately preceding the date of termination. In addition, all unvested stock options held by Mr. Yull that would otherwise vest during the 36 months following the date of termination shall immediately vest and remain exercisable for a period of 36 months following the date of termination. Mr. Yull shall also be entitled to participate, at active employee rates, in the Company’s medical and dental benefit program for 36 months (or, if earlier, until such time as he reaches the age of eligibility for coverage under Medicare) and will receive disability and life insurance benefits pursuant to any benefit plans and programs then provided by the Company generally to its executives for a period of 36 months following the date of termination. Lastly, the defined benefit supplemental pension summarized below shall vest. For any future Chief Executive Officer, it is the HRCC's intention to recommend that the severance multiple referred to above be reduced to two times the sum of his or her annual base salary and the period of the benefits would be reduced to 24 months. The Company also entered into an agreement with Mr. Yull pursuant to which the Company agreed that, if the Arrangement is consummated, the Company will make Mr. Yull whole for any negative economic impact resulting from the application of Section 4999 of the Code.

Under the Yull Agreement, in the event that Mr. Yull’s employment is terminated as a result of his Permanent Disability, as defined in the Yull Agreement, or death, he shall be entitled to receive a pro-rated performance bonus that he would have received in respect of the fiscal year in which the termination occurred and all unvested stock options held by Mr. Yull shall immediately vest and remain exercisable for a period of nine months following the date of termination for Permanent Disability or death.

Pursuant to a retirement agreement, dated August 10, 2017 amending and restating certain retirement benefit provisions in the Yull Agreement, unless terminated by the Company for Cause (as defined in the Yull Agreement), he shall receive a monthly defined benefit supplemental pension for life in annual amount equal to the lesser of: (i) $600,000 if he separates from service at age 65 or older, $570,000 at age 64, $540,000 at age 63, $510,000 at age 62, $480,000 at age 61, or $450,000 at age 60 or younger; and (ii) two percent of the average of his total cash compensation (base salary and performance bonus) for the highest five years of his employment during the prior ten years as of the time of separation, multiplied by his years of service with the Company, with such payments to begin at the later of retirement or age 60. In the event of Mr. Yull’s death, his surviving spouse would receive 50% of the annual supplemental pension benefit that was being paid to Mr. Yull at the time of his death or that would have been paid to Mr. Yull if he had retired on the date of his death. The retirement benefits set forth above were vested upon the completion of five years of

On May 5, 2017, the Company entered into an Executive Employment Agreement with Jeffrey Crystal, which was amended on November 21, 2019 (the "Crystal Agreement"). On March 19, 2018, the Company entered into an Employment

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Agreement with Randi Booth, which was amended on October 25, 2019 (the "Booth Agreement"). The Crystal Agreement and Booth Agreement include provisions regarding base salary, annual bonuses, benefits, confidentiality, non-solicitation and non-competition covenants, and ownership of intellectual property, among other things. The non-competition and non-solicitation covenants survive for 24 months following termination of employment.

In the event that Mr. Crystal’s employment is terminated by the Company other than for cause or in connection with a Change of Control (as defined in the Crystal Agreement), then he shall be entitled to receive a pro-rated performance bonus in respect of the fiscal year in which the termination occurred, based upon the average performance bonus paid to Mr. Crystal in the last two fiscal years and severance pay in an amount equal to one and a half times the sum of his annual base salary and the average performance bonus paid in the last two fiscal years immediately preceding the date of termination.

Alternatively, if Mr. Crystal is involuntarily terminated or terminates his employment for Good Reason within six months of a Change of Control, then he shall be entitled to receive a pro-rated performance bonus in respect of the fiscal year in which the termination occurred, based upon the average performance bonus paid to Mr. Crystal in the last two fiscal years and severance pay in an amount equal to two times the sum of his annual base salary and the average performance bonus paid in the last two fiscal years immediately preceding the date of termination. In addition, in such case, all of Mr. Crystal's vested stock options shall remain exercisable for the remainder of their respective terms and unvested equity awards then held by Mr. Crystal shall vest in full. For this purpose, in summary, "Good Reason" means one or more of the following: (i) the Company's failure to perform its obligations under the Crystal Agreement other than an isolated, insubstantial and inadvertent failure not occurring in bad faith; (ii) a material decrease in Mr. Crystal's salary, benefits, authority, responsibilities, staff support, or a material negative and unreasonable change to Mr. Crystal's job conditions, subject to certain exceptions; or (iii) the Company's failure to obtain assumption of the Crystal Agreement by a successor or assignee of the Company.

In the event that Ms. Booth's employment is terminated at any time by the Company other than for cause, including in connection with a Change of Control (as defined in the Booth Agreement), or Ms. Booth terminates her employment for Good Reason within six months of a Change of Control, then she shall be entitled to receive a pro-rated performance bonus in respect of the fiscal year in which the termination occurred, based upon the average performance bonus paid to Ms. Booth in the last two fiscal years and severance pay in an amount equal to one times her annual base salary. In addition, in such a case, all of Ms. Booth's vested stock options shall remain exercisable for the remainder of their respective terms and unvested equity awards then held by Ms. Booth shall vest in full. For this purpose, in summary, "Good Reason" has the same meaning as set forth in the Crystal Agreement (but determined by reference to Ms. Booth and the Booth Agreement).

If Mr. Crystal or Ms. Booth are entitled to severance payments and elect continuation coverage of any Company medical insurance benefits, the Company will pay premiums to the plan(s) on their behalf for the duration of the period in which they are receiving severance payments.

Under the Crystal Agreement and the Booth Agreement, in the event that Mr. Crystal’s or Ms. Booth's employment is terminated as a result of death or disability, they or their estate shall be entitled to receive a pro-rated performance bonus that they would have received in respect of the fiscal year in which the termination occurred, based upon the average performance bonus paid to them in the last two fiscal years.

The Company has entered into agreements with each of Randi Booth, Jeffrey Crystal, Silvano Iaboni, Douglas Nalette, Shawn Nelson, Mary-Beth Thompson and Joseph Tocci, that provide that if, following consummation of the Arrangement, his or her employment is terminated by the Company without "cause" or by the employee for "good reason" (as such terms are defined in such agreements) upon or within two years following completion of the Arrangement, the executive officer may, under certain circumstances, be entitled to receive a cash severance payment in an amount equal to two times the sum of (i) the executive officer's 2022 base salary (or, if greater, the then-current annual base salary) and (ii) the executive officer's 2022 target bonus (or, if greater, the then-current target annual bonus). Under the aforementioned agreements, the Company also agreed that, if the Arrangement is consummated, the Company will make each of the U.S. executives whole for any negative economic impact resulting from the application of Section 4999 of the Code. The foregoing severance arrangements are provided solely in respect of the Arrangement and supplement the existing severance agreements by creating a floor for cash severance payments in connection with the Arrangement.

The total potential change of control payments to the Company’s executives in the circumstances where they would be payable upon a termination or cessation of employment would be approximately CDN$21.6 million, representing approximately 0.83% of the Arrangement’s equity value.

An amount of CDN$18.4 million in payments would be made to officers and directors in connection with Options, the vesting of which is being accelerated as a result of the Arrangement, and an amount of CDN$47.3 million would be paid to

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officers and directors of the Company in settlement of DSUs, PSUs and RSUs, the vesting of which is being accelerated as a result of the Arrangement.

Refer to the PRSU Plan and 2019 ESOP for applicable termination clauses.

Estimated Termination Payments

The table below reflects incremental amounts or values, in addition to salary and bonuses that have already been earned, that would have been payable to or received by each member of senior management if his or her employment had been terminated on December 31, 2021 based on the terms described above:


		Severance	RSUs(1)	PSUs(1)(2)	Stock Options(3)	Other Payments(4)	Total
Name	Event	$	$	$	$	$	$
Gregory A.C. Yull	Termination by the Company other than for cause or resignation for good reason	4,832,004	—	—	7,850,937	59,530	12,742,471
	Termination by the Company other than for cause or resignation for good reason in connection with a Change of Control	7,248,006	2,827,489	6,057,603	7,850,937	89,295	24,073,330
	Termination by the Company without cause or resignation for good reason in connection with the Arrangement(5)	7,248,006	3,206,876	11,224,146	15,208,763	89,295	36,977,086
	No assumption of awards upon a Change of Control (6)	—	2,827,489	6,057,603	7,850,937	—	16,736,029
	Retirement	—	—	—	—	—	—
	Death or Permanent disability	—	2,827,489	6,057,603	7,850,937	—	16,736,029
Jeffrey Crystal	Termination by the Company other than for cause	1,616,787	—	—	—	38,167	1,654,954
	Termination by the Company other than for cause or resignation for good reason in connection with a Change of Control	2,155,716	649,706	1,391,893	1,844,849	50,890	6,093,054
	Termination by the Company without cause or resignation for good reason in connection with the Arrangement(5)	2,155,716	736,939	2,579,253	3,608,845	50,890	9,131,643
	No assumption of awards upon a Change of Control (6)	—	649,706	1,391,893	1,844,849	—	3,886,448
	Retirement	—	—	—	—	—	—
	Death or Permanent disability	—	649,706	1,391,893	1,844,849	—	3,886,448
Randi M. Booth	Termination by the Company other than for cause	699,878	—	—	—	25,445	725,323
	Termination by the Company other than for cause or resignation for good reason in connection with a Change of Control	699,878	370,935	790,865	976,680	25,445	2,863,803
	Termination by the Company without cause or resignation for good reason in connection with the Arrangement(5)	1,442,000	431,961	1,511,881	1,975,121	25,445	5,386,408
	No assumption of awards upon a Change of Control (6)	—	370,935	790,865	976,680	—	2,138,480
	Retirement	—	—	—	—	—	—
	Death or Permanent disability	—	370,935	790,865	976,680	—	2,138,480
Douglas Nalette	Termination by the Company other than for cause	—	—	—	—	—	—
	Termination by the Company other than for cause or resignation for good reason in connection with a Change of Control	411,966	354,556	758,086	976,680	15,030	2,516,318
	Termination by the Company without cause or resignation for good reason in connection with the Arrangement(5)	1,441,881	406,578	1,422,991	1,935,924	—	5,207,374
	No assumption of awards upon a Change of Control (6)	—	354,556	758,086	976,680	—	2,089,322
	Retirement	—	289,019	627,033	976,680	—	1,892,732
	Death or Permanent disability	—	354,556	758,086	976,680	—	2,089,322

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		Severance	RSUs(1)	PSUs(1)(2)	Stock Options(3)	Other Payments(4)	Total
Name	Event	$	$	$	$	$	$
Shawn Nelson	Termination by the Company other than for cause	—	—	—	—	—	—
	Termination by the Company other than for cause or resignation for good reason in connection with a Change of Control	390,116	354,556	758,086	976,680	29,762	2,509,200
	Termination by the Company without cause or resignation for good reason in connection with the Arrangement(5)	1,365,405	406,578	1,422,991	1,935,924	—	5,130,898
	No assumption of awards upon a Change of Control (6)	—	354,556	758,086	976,680	—	2,089,322
	Retirement	—	—	—	—	—	—
	Death or Permanent disability	—	354,556	758,086	976,680	—	2,089,322

(1) The value of the PSUs and RSUs is based on the five-day VWAP of the common shares of the Company on the TSX on December 31, 2021 (being CDN$ 25.90, USD$ 20.21) except as indicated in note (5) below. Includes dividend equivalent amounts. Actual value will depend on the value of the common shares of the Company on the date of award settlement.

(2) The value of the PSUs is based on the following performance adjustment factor assumptions: 127.1% for awards granted in 2019 and 100% for awards granted in 2020 and 2021 except as indicated in note (5) below.

(3) The value of the stock options is calculated based on the difference between the closing price of the common shares of the Company on the TSX on December 31, 2021 (being CDN$ 26.32, USD$ 20.59)and the exercise price of the stock options except as indicated in note (5) below. Actual gains, if any, on exercise will depend on the value of the common shares of the Company on the date of exercise. There is no guarantee that gains will be realized.

(4) Represents continuation of benefits, including medical, dental and other insurance benefits.

(5) The value of PSUs, RSUs and Options provided in connection with the completion of the Arrangement has been determined based on the provisions of the Plan of Arrangement. For a description of the calculation of these values, please see “Executive Employment Contracts and Change of Control Agreements” above.

(6) For stock options, the same amount would be payable in the event stock options are assumed in connection with a Change of Control by a company whose stock is not publicly traded on a North American stock exchange.

There would be nil incremental amounts payable to each member of senior management if his or her employment had been terminated for cause on December 31, 2021.


C.			BOARD PRACTICES

Term

The Company has ten Directors who are not executive officers of the Company. Each Director is elected for a term of one year and may be nominated for re-election at the Company’s following annual shareholders’ meeting. Robert M. Beil, a director of the Company since 2007, has advised the Company that he wishes to retire from the Board effective as of May 10, 2022. Accordingly, the Board of Directors has fixed the number of non-executive directors at nine upon Mr. Beil's retirement. The next annual shareholders’ meeting is scheduled to be held on May 11, 2022, at which time the current term of each Director will expire.

Human Resources and Compensation Committee

The Human Resources and Compensation Committee is appointed by the Board and is composed of five directors, Jane Craighead (Chair), Robert M. Beil, Robert J. Foster, Dahra Granovsky and Jorge N. Quintas, none of whom is or has been at any previous time an employee of the Company or any of its subsidiaries. Each of the Human Resources and Compensation Committee members is independent as that term is defined by the TSX and Sarbanes-Oxley Act.

Ms. Craighead graduated from McGill University with a PhD in Management and is a Chartered Accountant and Chartered Professional Accountant. Ms. Craighead has over 30 years of experience in accounting and finance. Ms. Craighead is also currently on the Board of Directors of Telesat Corporation (global satellite operators) and serves as the Chair of the Human Resources Committee and is a member of the Audit Committee. Ms. Craighead also joined the board of directors of Crombie Real Investment Trust and Wajax Corporation (an industrial products and services provider) in 2021. On each of these boards, Ms. Craighead serves as a member of the Human Resources and Audit Committees. Ms. Craighead's prior roles include Senior Vice President in Global Human Resources at Scotiabank and Global Practice Leader Rewards at Rio Tinto plc (a large UK based mining conglomerate). She also worked for many years in practice and in consulting as an Eastern Canada Business Leader at Mercer Human Resource Consulting. Previously, Ms. Craighead held full-time faculty appointments at Queen's University, Concordia University, and McGill University. Ms. Craighead was a member of the board of Clearwater Seafoods

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from 2015 until it was sold and taken private in January 2021. While on the board of Clearwater Seafoods, she served as the chair of the Human Resources and Development Committee and was a member of the Finance Committee. She has been a director of Jarislowsky Fraser Limited, one of Canada's leading independent investment firms, since 2018. She is Vice Chair of the Board of Regents of Mount Allison University and Co-Vice Chair of the McGill University Health Centre Foundation.

Mr. Beil joined the Dow Chemical Company in 1975 after graduating from Youngstown State University with a Bachelor of Arts in Industrial Marketing. During a thirty-two-year career with Dow, Mr. Beil held numerous sales and marketing executive positions, where he had responsibility for the implementation of company compensation schemes for large organizations. In addition, he spent a portion of his career working in Dow’s Human Resources function, which was responsible for compensation design for Dow, a Fortune 500 company.

Mr. Foster graduated from Queen’s University with a Master of Arts in Economics, earning his Chartered Financial Analyst designation, then managed the research department and worked in corporate finance at one of the major investment dealers in Canada. He founded and serves as President and CEO of Capital Canada Limited (investment banking firm). He serves on a number of not-for-profit boards and private company boards and has served on the boards of CHC Helicopters, Golf Town, Cargojet, Canada 3000 and Canadian Airlines Regional.

Ms. Granovsky graduated from University of Hartford with a Masters of Business Administration and from the University of Toronto with a Bachelor of Science. Ms. Granovsky held executive management roles as the President of Atlantic Packaging Products (an integrated corrugated packaging company) and Chem-Ecol (lubricant company). Presently Ms. Granovsky is the CEO of Beresford Accurate Folding Cartons (a folding carton packaging company). Ms. Granovsky is a Director of Hammond Power Solutions, Velan Inc., Atlantic Packaging Product Ltd. and Laticrete International Inc.

Mr. Quintas graduated in Management at INP-Lisbon and initialized his professional career in ALCAN (England). Later he became a Board Member in several industrial companies from power and telecommunication cable production to optic fibers. He was a Board Member at Portgás (a city gas distributor in Portugal). Presently Mr. Quintas is the Chairman of Nelson Quintas Group (manufacturer of electrical and telecommunication cables) in Portugal and Board Member of: ECODEAL (a dangerous waste recycling plant), NQT- Telecommunication Network in Rio de Janeiro (Brasil) and Audit Committee of Serralves Foundation.

The mandate of the Human Resources and Compensation Committee consists of ensuring the direction and implementation of the Company’s wage and compensation plans, policies, and programs.

The Human Resources and Compensation Committee Charter is included as Exhibit 15.2 to this Form 20-F.

Audit Committee

The Audit Committee is appointed by the Board and is currently composed of four Directors, Chris Cawston (Chair), Frank Di Tomaso, Robert J. Foster, and Mary Pat Salomone. Each of the Audit Committee members is independent and financially literate as such terms are defined by Canadian Multilateral Instrument 52-110-Audit Committees.

Mr. Cawston graduated from University of Toronto with a Bachelor of Arts in Economics and Finance and is a Chartered Professional Accountant. Mr. Cawston founded The Cawston Group, an advisory group delivering financial, strategic and operational advisory services and interim executive management with a focus on rapid growth, building leadership teams, and corporate clients who are in transition mainly in the technology, automotive and B2B segments. He was the President and Chief Executive Officer of The Cawston Group from July 2010 to March 2015 and again at present since February 2020. Mr. Cawston was the President of Sym-Tech, a leading provider of finance and insurance solutions to automobile dealers and original equipment manufacturers, from March 2015 to January 2020. He was also a member of the board of AutoServe1 from 2014 until the sale of the business in 2019. His prior roles include, President and Chief Executive Officer of SCI Marketview, Co-Founder and President of Premier Salons & Magicuts, and Director Internal Audit, Mitel Corporation. Mr. Cawston began his career with Coopers & Lybrand, now PricewaterhouseCoopers.

Mr. Di Tomaso graduated from Concordia University with a Bachelor of Commerce in Accounting and is a Chartered Professional Accountant, a Fellow CPA and an Institute of Corporate Directors, Director (ICD.D). Mr. Di Tomaso has over 45 years of experience in accounting and auditing. Mr. Di Tomaso was a Partner and Advisory Partner from 1981 until 2012 and served as Director and Member of the Management Committee from 2000 to 2009, of Raymond Chabot Grant Thornton (a public accounting firm), and previously served as a Director and Chair of the Audit Committee at Yorbeau Resources, Inc (a gold exploration company) and ADF Group Inc. (a steel fabrication company). He has also served as a Director of National Bank Trust (asset management and trust services firm), and National Bank Life. Mr. Di Tomaso currently serves as Director and Chair of the Audit Committee of Birks Group Inc. (designer, manufacturer and retailer of jewelry,

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timepieces, silverware and gifts) and Canada Computational Unlimited Corp.(a bitcoin mining company), and as a Director for Laurentian Pilotage Authority (regulates operations of pilotage services on the St. Lawrence River).

For Mr. Foster’s professional experience, please see above under “Human Resources and Compensation Committee.”

Ms. Salomone has a Bachelor of Engineering in Civil Engineering from Youngstown State University in Youngstown, Ohio and a Master of Business Administration from Baldwin Wallace College in Berea, Ohio. She completed the Advanced Management Program at Duke University’s Fuqua School of Business in 2011. Ms. Salomone is currently on the Board of Directors of TC Energy Corporation (formerly TransCanada Corporation), where she is the chairperson of the Health, Safety, Sustainability and Environment Committee as well as a member of the Governance Committee. Ms. Salomone served as a director of Herc Holdings, Inc (equipment rental company) from 2016 to 2021 including as a member of the Audit and Finance Committees. She also formerly served as a trustee of the Youngstown State University Foundation. From 2010 to 2013, Ms. Salomone was Senior Vice President & Chief Operating Officer of Babcock & Wilcox Company, with more than 23,000 employees and 30 locations worldwide. Prior to that, Ms. Salomone held several senior positions with Babcock & Wilcox Company, including Manager of Business Development and Manager of Strategic Acquisitions. From 1998 through 2007, Ms. Salomone was an officer of Marine Mechanical Company, which Babcock & Wilcox Company acquired in 2007, including serving as President and Chief Executive Officer from 2001 through 2007.

The Audit Committee fulfills applicable public corporation obligations required of audit committees and assists the Board in fulfilling its oversight responsibilities. The Audit Committee examines the financial reporting processes, internal controls, financial risk management and the audit process and procedures applied by the Company and makes recommendations to the Board in connection with the nomination of the external auditor.

The Audit Committee’s Charter is included as Exhibit 15.3 to this Form 20-F.


			D.			EMPLOYEES

As of December 31, 2021, the Company had 4,007 total employees; 2,677 in the US, 652 in Canada, 126 in Portugal, 3 in the United Kingdom, 17 in the rest of Europe, 463 in India, 65 in China and Hong Kong, 1 in the rest of Asia, and 3 in Mexico. As of December 31, 2021, 755 held either sales-related, administrative, information technology or research and development positions and 3,252 were employed in operations. The Company also employs approximately 891 temporary employees, the majority of which are located in India and the US.

The table below presents details of the hourly employees that are unionized and subject to a collective bargaining agreement at the Company's manufacturing facilities:

Manufacturing facility

Hourly employees

Collective bargaining agreement expiration date

Delta, British Columbia

March 31, 2024

Carbondale, Illinois

105

March 4, 2026

Chicago, Illinois

June 6, 2022

Marysville, Michigan

130

May 3, 2024

Carlstadt, New Jersey

June 30, 2025

Cornwall, Ontario

March 5, 2022

Toronto, Ontario

October 31, 2024

Menasha, Wisconsin

194

July 31, 2022

Other than the strike at its Brantford, Ontario manufacturing facility in 2008, which is now closed, the Company has never experienced a work stoppage and it considers its employee relations to be satisfactory.

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			E.			SHARE OWNERSHIP

The following table sets out for each of the Directors and members of senior management the number of common shares of the Company owned or controlled by each, as of March 11, 2022.


Name	Number of Shares Owned	% of Shares Outstanding
Robert M. Beil	43,885	0.07%
Chris R. Cawston	11,700	0.02%
Jane Craighead	8,500	0.01%
Frank Di Tomaso	10,000	0.02%
Robert J. Foster	46,100	0.08%
Dahra Granovsky	6,929	0.01%
James Pantelidis	57,510	0.10%
Jorge N. Quintas	59,608	0.10%
Mary Pat Salomone	—	—
Melbourne F. Yull	1,734,629	2.93%
Gregory A.C. Yull	735,796	1.24%
Jeffrey Crystal	42,998	0.07%
Randi M. Booth	6,845	0.01%
Douglas Nalette	144,301	0.24%
Shawn Nelson	146,666	0.25%
Total	3,055,467	5.15%

The minimum share ownership requirement for directors who are not executive officers of the Company is to own a minimum of common shares of the Company and DSUs under the DSU Plan, collectively, equivalent to five times the annual board member retainer fee within five years of joining the Board of Directors. Once a director has satisfied the minimum share ownership requirement, he or she will continue to satisfy the minimum requirement notwithstanding a subsequent decrease in the market value of the Company's common shares or DSUs. As of March 11, 2022, all directors who are not executive officers of the Company are in compliance with the minimum share ownership requirement.

The Company has the following minimum share ownership requirements that apply to the CEO, CFO, Randi Booth, Douglas Nalette and Shawn Nelson:


Executive			Share Ownership Requirement as a multiple of base salary
CEO			5x
CFO and others listed above			2x

Executives have five years to meet their share ownership requirement, which may be met through ownership of common shares of the Company, outstanding RSUs and outstanding PSUs at threshold performance levels (50% of Target Shares), collectively. Once an executive has satisfied the minimum share ownership requirement, he or she will continue to satisfy the minimum requirement notwithstanding a subsequent decrease in the value of the Company's common shares, RSUs and PSUs. The HRCC annually reviews each senior management's compliance with the minimum share ownership requirements and reviews the required ownership levels every three years. As of March 11, 2022, all members of senior management are in compliance with the minimum share ownership requirement.

The common shares held by the Directors and senior management do not have different voting rights from those held by the other shareholders of the Company.

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As of March 11, 2022, there were no outstanding option-based awards held by non-management Directors. The following table sets forth all vested and unvested outstanding options granted to the Company’s senior management through March 11, 2022:


Name	Number of options outstanding	Stock option exercise price (CDN$)	Expiration date of options







Gregory A.C. Yull	140,000	12.55	3/17/2024
	117,194	21.76	3/13/2028
	176,395	17.54	3/28/2029
	776,993	7.94	3/25/2030
	109,943	29.34	3/18/2031
Jeffrey Crystal	31,431	21.76	3/13/2023
	47,818	17.54	3/28/2024
	181,060	7.94	3/25/2025
	28,438	29.34	3/18/2026
Randi M. Booth	14,791	21.76	3/13/2023
	25,316	17.54	3/28/2024
	95,855	7.94	3/25/2025
	22,451	29.34	3/18/2026
Douglas Nalette	8,439	17.54	3/28/2024
	63,903	7.94	3/25/2025
	17,961	29.34	3/18/2026
Shawn Nelson	16,640	21.76	3/13/2023
	25,316	17.54	3/28/2024
	95,855	7.94	3/25/2025
	17,961	29.34	3/18/2026

Item 7:Major Shareholders and Related Party Transactions


			A.			MAJOR SHAREHOLDERS

As of March 11, 2022, to the knowledge of the Company, there were no shareholders who beneficially own, or exercise control or direction over, more than 5% of the issued and outstanding common shares of the Company.

As of December 31, 2021, the number of record holders is estimated to be as follows: 25,924 in Canada, 942 in the US and 394 elsewhere. Of the 59,284,947 common shares issued and outstanding on December 31, 2021, such record holders are estimated to hold 25,539,312 (43.08%) shares in Canada, 24,208,903 (40.83%) shares in the US, and 9,536,732 (16.09%) shares elsewhere.


			B.			RELATED PARTY TRANSACTIONS

To the knowledge of the Company, for the period from the beginning of 2021, none of its directors or officers or any person who beneficially owns or exercises control or direction over shares carrying more than ten percent of the voting rights attached to the Company’s shares, any associate or affiliate of any such person, or any close member of any such person’s family, has any material interest in any transaction since the beginning of the last completed financial year or in any proposed transactions that has materially affected or will materially affect the Company or any of its affiliates.

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			C.			INTERESTS OF EXPERTS AND COUNSEL

Not Applicable.

Item 8:Financial Information

The Company's consolidated financial statements have been prepared in accordance with International Financial Reporting Standards.


			A.			CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

The Consolidated Financial Statements of the Company for the years ended December 31, 2021, 2020, and 2019 include the following:

◦Management’s Responsibility for Consolidated Financial Statements

◦Management’s Report on Internal Control over Financial Reporting

◦Report of Independent Registered Public Accounting Firm

◦Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

◦Consolidated Financial Statements

•Consolidated Earnings

•Consolidated Comprehensive Income

•Consolidated Changes in Equity

•Consolidated Cash Flows

•Consolidated Balance Sheets

•Notes to Consolidated Financial Statements

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Legal or Arbitration Proceedings

Dividends

The following table sets forth the changes in the amount of the annualized dividend in the Company's Dividend Policy:

Date Approved by Board of Directors

Annualized Dividend Per Share Before Modifications

Annualized Dividend Per Share After Modification

Change in Annualized Dividend Per Share

July 7, 2014

USD$ 0.32

USD$ 0.48

50%

August 12, 2015

USD$ 0.48

USD$ 0.52

8.3%

August 10, 2016

USD$ 0.52

USD$ 0.56

7.7%

August 7, 2019

USD$ 0.56

USD$ 0.59

5.4%

November 11, 2020

USD$ 0.59

USD$ 0.63

6.8%

August 10, 2021

USD$ 0.63

USD$ 0.68

7.9%

The following table sets forth the dividends paid for each of the years in the three-year period ended December 31, ~~2019:~~

2021:

Date Declared

Record Date

Date Paid

Amount per Share

~~March 8, 2017~~

~~March 21, 2017~~

~~March 31, 2017~~

~~USD$ 0.14~~

~~May 8, 2017~~

~~June 15, 2017~~

~~June 30, 2017~~

~~USD$ 0.14~~

~~August 10, 2017~~

~~September 15, 2017~~

~~September 29, 2017~~

~~USD$ 0.14~~

~~November 10, 2017~~

~~December 15, 2017~~

~~December 29, 2017~~

~~USD$ 0.14~~

~~March 7, 2018~~

~~March 20, 2018~~

~~March 30, 2018~~

~~USD$ 0.14~~

~~May 9, 2018~~

~~June 15, 2018~~

~~June 29, 2018~~

~~USD$ 0.14~~

~~August 10, 2018~~

~~September 14, 2018~~

~~September 28, 2018~~

~~USD$ 0.14~~

~~November 7, 2018~~

~~December 14, 2018~~

~~December 28, 2018~~

~~USD$ 0.14~~

March 12, 2019

March 22, 2019

March 29, 2019

USD$ 0.14

May 8, 2019

June 14, 2019

June 28, 2019

USD$ 0.14

August 7, 2019

September 16, 2019

September 30, 2019

USD$ 0.1475

November 8, 2019

December 16, 2019

December 30, 2019

USD$ 0.1475

March 12, 2020

March 23, 2020

March 31, 2020

USD$ 0.1475

May 12, 2020

June 15, 2020

June 30, 2020

USD$ 0.1475

August 12, 2020

September 15, 2020

September 30, 2020

USD$ 0.1475

November 11, 2020

December 16, 2020

December 31, 2020

USD$ 0.1575

March 11, 2021

March 22, 2021

March 31, 2021

USD$ 0.1575

May 11, 2021

June 16, 2021

June 30, 2021

USD$ 0.1575

August 10, 2021

September 16, 2021

September 30, 2021

USD$ 0.17

November 11, 2021

December 17, 2021

December 31, 2021

USD$ 0.17

The Company has determined it is appropriate to declare its dividend in US dollars because most of its cash flows are in US dollars. The Company has paid no other dividend in the past three years other than as set forth above. For details regarding the Company’s covenants with its lenders please refer to the ~~2018~~2021 Credit Facility Agreement, as amended, filed as Exhibit ~~4.6~~4.8 and the 2021 Senior Unsecured Notes indenture, filed as Exhibit ~~2.3,~~2.4 to this Form 20-F.

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			B.			SIGNIFICANT CHANGES

On ~~February 11, 2020,~~January 13, 2022, the Company acquired substantially all of the operating assets of ~~Nortech Packaging LLC and Custom Assembly Solutions,~~Syfan Manufacturing, Inc. ~~(together "Nortech"~~("Syfan USA") for ~~an aggregate purchase price of approximately $36.5~~$18.0 million, subject to ~~certain~~ post-closing ~~adjustments~~adjustments. Syfan USA manufactures polyolefin shrink film products at a facility in Everetts, North Carolina and ~~potential earn-out consideration~~serves customers in a variety of upend use applications. The acquisition of Syfan USA is expected to ~~$12 million contingent upon certain future performance measures~~expand the Company's existing shrink film production capacity in North America, allowing the Company to better service the growing demand of its customer base. The Company funded the acquisition with funds available under the Company's 2021 Credit Facility.

On March 7, 2022, the Company entered into the Arrangement Agreement to be acquired by the Purchaser. Under the terms of the ~~acquired assets~~Arrangement Agreement, the Purchaser agreed to ~~be determined following the two-year anniversary~~acquire all of the ~~acquisition date.~~

~~Nortech manufactures, assembles~~outstanding shares of the Company for CDN$40.50 per share in an all-cash transaction valued at approximately US$2.6 billion, including net debt. Upon completion of the Acquisition, all the shares of the Company will be held by the Purchaser, and ~~services automated packaging machines~~the Purchaser intends to cause the Company to have its shares delisted from the TSX. The Acquisition, which will be effected pursuant to a court-approved plan of arrangement under the Nortech Packaging and Tishma Technologies brands. The custom-infeed and robotic solutions for packaging applications that the Company acquired from Nortech are designed for cartoning, case-packing, case-erecting, pouch-packaging and palletizing. BasedCanada Business Corporations Act, is expected to close in the ~~greater Chicago, Illinois area, Nortech services customers worldwide across major industries~~third quarter of 2022. The Acquisition is not subject to a financing condition but is subject to customary closing conditions, including ~~food, pharmaceutical, e-commerce, confections, personal care~~receipt of shareholder, regulatory and ~~cosmetics,~~court approvals. For a copy of the Arrangement Agreement, see Exhibit 4.9 to this Form 20-F.

Item 9:The Offer and beverage. The acquisition expands the Company’s product bundle into technologies that the Company believes are increasingly critical to automation in packaging. Automation system design and service are key capabilities in growing markets like e-commerce. With an installed fleet of more than 400 machines, the acquisition provides the Company with opportunities to supply its consumable products such as tapes, films and protective packaging to the existing fleet, as well as deploy system-selling for new customers combining machines with such ongoing consumables. The acquisition adds engineering automation and integrated robotic design talent to the Company’s existing engineering and design teams. The Company expects these new capabilities will allow it to service customers experiencing growth pressures that require a customized automation solution.Listing


~~Item 9:~~	~~The Offer and Listing~~



			A.			OFFER AND LISTING DETAILS

The Company sells its shares in Canada on the TSX under the trading symbol “ITP” and in the US on the OTC Pink Marketplace under the trading symbol “ITPOF”.

The Company has authorized an unlimited number of voting common shares without par value. The Company also has authorized an unlimited number of non-voting Class A preferred shares issuable in a series, ranking in priority to the common shares with respect to dividends and return of capital on dissolution. The Board of Directors is authorized to fix, before issuance, the designation, rights, privileges, restrictions and conditions attached to the shares of each series of Class A preferred shares. As of December 31, ~~2019,~~2021, there were ~~59,009,685~~59,284,947 issued and outstanding common shares and no issued and outstanding preferred shares of the Company. Upon completion of the Acquisition, all the shares of the Company will be held by the Purchaser, and the Purchaser intends to cause the Company to have its shares delisted from the TSX.



			B.			PLAN OF DISTRIBUTION

Not Applicable.



			C.			MARKETS

The Company sells its shares in Canada on the TSX under the trading symbol “ITP” and in the US on the OTC Pink Marketplace under the trading symbol “ITPOF”.

Upon completion of the Acquisition, all the shares of the Company will be held by the Purchaser, and the Purchaser intends to cause the Company to have its shares delisted from the TSX.



			D.


			D.			SELLING SHAREHOLDERS

Not Applicable.



			E.			DILUTION

Not Applicable.



			F.			EXPENSES OF THE ISSUE

Not Applicable.

116

Item 10:Additional Information


~~Item 10:~~	~~Additional Information~~



			A.			SHARE CAPITAL

Not Applicable.



			B.			MEMORANDUM AND ARTICLES OF ASSOCIATION

On November 11, 2015, the Board of Directors adopted By-Law 2015-1, requiring advance notice for the nomination of directors.

2.The Directors of the Company may, when deemed expedient:


~~(a)~~	~~borrow money upon the credit of the Company;~~

(a)borrow money upon the credit of the Company;


~~(b)~~	~~issue debentures or other securities of the Company, and pledge or sell the same for such sums and at such prices as may be deemed expedient;~~


~~(c)~~	notwithstanding the provisions of the Civil Code, hypothecate, mortgage or pledge the moveable or immoveable property, present or future, of the Company, to secure any such debentures, or other securities, or give part only of such guarantee for such purposes; and constitute the hypothec, mortgage or pledge above mentioned, by trust deed, or on any other manner; and

(b)issue debentures or other securities of the Company, and pledge or sell the same for such sums and at such prices as may be deemed expedient;


~~(d)~~	mortgage, hypothecate, pledge or otherwise create a security interest in all or any moveable or personal, immoveable or real or other property of the Company, owned or subsequently acquired, to secure any obligation of the Company.

The directors may, by resolution or by-law, delegate the above listed powers to such officers or directors of the Company as set out in such resolution or by-law.

3.Description of Share Capital

Common Shares

Voting Rights – Each common share entitles the holder thereof to one vote at all meetings of the shareholders of the Company.

117

Class A Preferred Shares

6.The Articles of Amalgamation of the Company do not contain limitations on the rights of non-resident or foreign shareholders to hold or exercise voting rights on the Company’s shares.


			C.			MATERIAL CONTRACTS

118

119

ensure equal treatment of shareholders in the context of an acquisition of control made other than by way of an offer to all shareholders, and lessen the pressure on shareholders to tender a bid.

120

A copy of each of the foregoing contracts, except as otherwise noted, are available as Exhibits to this Form 20-F.


			D.			EXCHANGE CONTROLS


1.			Investment Canada Act

(a)the acquisition of the Company’s common stock by a person in the ordinary course of that person’s business as a trader or dealer in securities;

121

These exemptions do not apply to an acquisition of control of a Canadian business that is deemed to be potentially injurious to Canada’s national security.


2.			Competition Act

The Competition Act requires notification to the Commissioner of Competition of specified merger transactions that exceed certain monetary and share thresholds prior to their completion.

If a proposed merger is subject to pre-merger notification, each party to the proposed merger must file a notification with the Commissioner of Competition.


			E.			TAXATION

Material Canadian Federal Income Tax Consequences

122

Dividends

Capital Gains

Material US Federal Income Tax Consequences

US Holders

123

Distribution on Common Shares of the Company

Foreign Tax Credit

124

Disposition of Common Shares of the Company

Passive Foreign Investment Company

Information Reporting and Backup Withholding

125


			F.			DIVIDENDS AND PAYING AGENTS

Not Applicable.


			G.			STATEMENT BY EXPERTS

Not Applicable.


			H.			DOCUMENTS ON DISPLAY

The documents referred to in this Form 20-F may be viewed at the Company’s office located at 100 Paramount Drive, Suite 300, Sarasota, Florida 34232.


			I.			SUBSIDIARY INFORMATION

Not Applicable.


Item 11:			Quantitative and Qualitative Disclosures About Market Risk

Information for this Item is set forth in Note 24 to the 2021 audited consolidated financial statements under Item 18.


Item 12:			Description of Securities Other than Equity Securities


			A.			Debt Securities

Not Applicable.


			B.			Warrants and Rights

Not Applicable.


			C.			Other Securities

Not Applicable.


			D.			American Depositary Shares

None.

PART II

Item 13:Defaults, Dividend Arrearages and Delinquencies

None.

126

Item 14:Material Modifications to the Rights of Security Holders and Use of Proceeds

None.


Item 15:			Controls and Procedures

Management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021 based on those criteria.

127

Item 16:[RESERVED]


			Item 16A:			Audit Committee Financial Expert


			Item 16B:			Code of Ethics


			Item 16C:			Principal Accountant Fees and Services


	2021	2020
	$CDN	$CDN
Audit Fees	1,156,000	993,500
Audit-Related Fees	153,909	125,325
Tax Fees	51,970	45,893
Total Fees	1,361,879	1,164,718

(c) Tax Fees. Tax fees were for the preparation of the Canadian subsidiaries’ income tax returns and assistance with questions in 2021 and 2020.

(d) All Other Fees. The Company paid no other fees for services provided other than audit fees, audit-related fees and tax fees in 2020 and 2021 as described above.

128


			Item 16D:			Exemptions from the Listing Standards for Audit Committee

Not Applicable.


			Item 16E:			Purchase of Equity Securities by the Issuer and Affiliated Purchasers


			Item 16F:			Change in Registrant’s Certifying Accountant

Not Applicable.


			Item 16G:			Corporate Governance

Not Applicable.


			Item 16H:			Mine Safety Disclosure

Not Applicable.

Item 16I: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

PART III

Item 17:Financial Statements

Not Applicable.


Item 18:			Financial Statements

The consolidated financial statements required under Item 18 of this Form 20-F are attached hereto as Exhibit “A”.

129

Item 19:Exhibits

The consolidated financial statements and the following exhibits are filed as part of this Annual Report on Form 20-F and are incorporated herein by reference.


			A.			Consolidated Financial Statements

•Management’s Responsibility for Consolidated Financial Statements

•Management’s Report on Internal Control over Financial Reporting

•Report of Independent Registered Public Accounting Firm

•Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

•Consolidated Financial Statements for the years ended December 31, 2021, 2020 and 2019

◦Consolidated Earnings

◦Consolidated Comprehensive Income

◦Consolidated Changes in Equity

◦Consolidated Cash Flows

◦Consolidated Balance Sheets

◦Notes to Consolidated Financial Statements


			B.			Exhibits:


1.1			Articles of Amalgamation as amended incorporated herein by reference to Exhibit 3.3 to S-4 filed October 26, 2004, File No. 333-119982-26.

1.2			General By-law 2003-1 incorporated herein by reference to Exhibit 3.4 to S-4 filed October 26, 2004, File No. 333-119982-26.

1.3			By-Law 2015-1, filed under 6-K on December 1, 2015, Film No. 151262916.

2.1			2015 Shareholder Rights Plan Agreement with CST Trust Company, dated December 14, 2015, and ratified and approved by Shareholders on June 9, 2016, filed under 6-K on December 14, 2015, Film No. 151286632.

2.2			2019 Shareholder Rights Plan Agreement with AST Trust Company (Canada) as rights agent, dated June 6, 2019, and ratified and approved by Shareholders on June 6, 2019, filed under 6-K on June 11, 2019, Film No. 19889959.

2.3			Indenture, dated as of October 15, 2018 , filed under 6-K on October 15, 2018, Film No. 181122845.



2.4			Indenture, dated as of June 8, 2021, filed under 6-K on June 8, 2021, Film No. 211002481.

4.1			Description of Company's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 filed under 20-F on March 25, 2020, Film No. 20739967.

4.2			Amended Executive Stock Option Plan incorporated herein by reference to S-8 filed November 7, 2012, File No. 333-184797. Executive Stock Option Plan (as amended and consolidated to June 11, 2014) filed under 6-K on June 18, 2014, Film No. 14928713.

4.3			Stock Appreciation Rights Plan, as amended, filed under 20-F on March 31, 2016, Film No. 161541654.

4.4			Amended and Restated Deferred Share Unit Plan ,filed under 20-F on March 26 , 20 21 , Film No. 21774767.

4.5			Amended and Restated Performance and Restricted Share Unit Plan, filed under 20-F on March 25, 2020, Film No. 20739967.





4.6			Credit Agreement filed under 6-K on June 19, 2018, Film No. 18906246. Amendment No. 1 to Credit Agreement and Limited Consent filed under 6-K on July 25, 2019, Film No. 19972669.

4.7			2019 Executive Stock Option Plan, filed under 20-F on March 28, 2019, Film No. 19709932.

130


4.8			Amendment No. 2 to Credit Agreement filed under 6-K on June 14, 2021, Film No. 211015583.

4.9			Arrangement Agreement by and between Intertape Polymer Group Inc. and 1351693 B.C. Ltd., an affiliate of Clearlake Capital Group, L.P., dated March 7, 2022, filed under 6-K on March 10, 2022, Film No. 22726931.
4.10			Form of Voting Agreement with 1351693 B.C. Ltd., dated March 7, 2022, filed under 6-K on March 10, 2022, Film No. 22726931.
8.1			A list of all of the Company’s significant subsidiaries is set forth in Item 4C of this Form 20-F.

10.1			During 2020, the Company was not required to send its directors and executive officers notices pursuant to Rule 104 of Regulation BTR concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR. The Company’s blackout periods are regularly scheduled and a description of such periods, including their frequency and duration and plan transactions to be suspended or affected are included in the documents under which the Company’s plans operate and is disclosed to employees before enrollment or within thirty (30) days thereafter.

12.1			Certification of the Chief Executive Officer required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a)).

12.2			Certification of the Chief Financial Officer required by Rule 13a-14(a) (17 CFR 240.13a-14(a) or Rule 15d-14(a) (17 CFR 240.15d-14(a)).

13.1			Certification of the Chief Executive Officer required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).

13.2			Certification of the Chief Financial Officer required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).

15.1			Consent of Independent Registered Public Accounting Firm.

15.2			Human Resources and Compensation Committee Charter, as amended.

15.3			Audit Committee Charter, as amended filed under 20-F on March 25, 2020, Film No. 20739967.

15.4			Nominating Committee Charter, as amended filed under 20-F on March 26, 2021, Film No. 21774767.

15.5			Executive Committee Charter, as amended, filed under 20-F on March 25, 2020, Film No. 20739967.

15.6			Human Rights Policy Statement, as amended, filed under 20-F on March 25, 2020, Film No. 20739967.

15.7			Environmental, Social & Governance Committee Charter filed under 20-F on March 26, 2021, Film No. 21774767.

131

SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

Intertape Polymer Group Inc.

By: /s/ Gregory A.C. Yull

Gregory A.C. Yull, Chief Executive Officer

Dated March 31, 2022

132

Intertape Polymer Group Inc.

Common Shares

As of December 31, 2021, there were 59,284,947 common shares of the Company outstanding.

Dividends


Declared Date	Paid date	Per common share amount		Shareholder record date	Common shares issued and outstanding	Aggregate payment (1)
March 11, 2021	March 31, 2021	$	0.1575	March 22, 2021	59,027,047	$	9.2
May 11, 2021	June 30, 2021	$	0.1575	June 16, 2021	59,027,047	$	9.2
August 10, 2021	September 30, 2021	$	0.1700	September 16, 2021	59,284,947	$	10.0
November 11, 2021	December 31, 2021	$	0.1700	December 17, 2021	59,284,947	$	10.2

(1)Aggregate dividend payment amounts presented in the table above are adjusted for the impact of foreign exchange rates on cash payments to shareholders.

On March 10, 2022, the Board of Directors declared a dividend of $0.17 per common share payable on March 31, 2022 to shareholders of record at the close of business on March 21, 2022.

The dividends paid in 2021 and payable in 2022 by the Company are "eligible dividends" as defined in subsection 89(1) of the Income Tax Act (Canada).

Share Repurchases

Share-based Compensation

The Company's share-based compensation plans include: stock options, Performance Share Units ("PSU"), Restricted Share Units ("RSU") and Deferred Share Units ("DSU").

The table below summarizes share-based compensation activity that occurred during the following periods:


	Three months ended December 31,		Year ended December 31,
	2021	2020	2021	2020	2019
Equity-settled
Stock options granted	—	—	243,152	1,533,183	392,986
Stock options exercised	—	17,362	257,900	17,362	359,375
Stock options forfeited/cancelled	—	—	—	77,500	32,503
Cash proceeds (in millions of USD)	—	$0.3	$2.7	$0.3	$3.3
Cash-settled
DSUs granted	11,860	13,312	67,554	115,114	72,434

PSUs granted	—	—	200,982	694,777	291,905
PSUs added (cancelled) by performance factor (1)	—	—	143,512	(346,887)	(401,319)
PSUs settled (1)	—	—	409,670	—	—
PSUs forfeited/cancelled	3,872	20,891	10,046	25,923	23,739
RSUs granted	—	—	81,981	281,326	120,197
RSUs forfeited/cancelled	1,291	6,965	3,349	8,643	7,412
RSUs settled	—	—	106,906	—	—
Cash settlements (in millions of USD)	—	—	$13.2	—	—
Share-based compensation expense (in millions of USD)	$0.7	$18.4	$21.7	$22.9	$0.5


Grant Date	Date Settled	Target Shares	Performance		PSUs settled
March 21, 2016	March 21, 2019	371,158	0	%	—
December 20, 2016	December 20, 2019	30,161	0	%	—
March 20, 2017	March 20, 2020	346,887	0	%	—
March 21, 2018	March 23, 2021	266,158	153.9	%	$	409,670

Grant details for PSUs granted during the year ended December 31, 2021 and 2020:

•25% based on the Company's TSR ranking relative to a specified peer group of companies ("Peer Group") over the measurement period as set out in the table below; and

•50% based on the Company's average return on invested capital over the measurement period as compared to internally developed thresholds (the “ROIC Performance”) as set out in the table below.

Grant details for PSUs granted during the year ended December 31, 2019:

•50% based on the Company's TSR ranking relative to the Peer Group over the measurement period as set out in the table below; and

•50% based on the Company's ROIC Performance as set out in the table below.

The relative TSR performance adjustment factor is determined as follows:


TSR Ranking Relative to the Index Group/Peer Group	Percent of Target Shares Vested
90th percentile or higher	200	%
75th percentile	150	%
50th percentile	100	%
25th percentile	50	%
Less than the 25th percentile	0	%

The ROIC Performance adjustment factor is determined as follows:


ROIC Performance	Percent of Target Shares Vested
1st Tier	0	%
2nd Tier	50	%
3rd Tier	100	%
4th Tier	150	%

The TSR performance and ROIC Performance adjustment factors between the numbers set out in the two tables above are interpolated on a straight-line basis.

As of December 31, 2021, $19.1 million was recorded in share-based compensation liabilities, current, and $19.9 million was recorded in share-based compensation liabilities, non-current.

Pension and Other Post-Retirement Benefit Plans

Financial Risk, Objectives and Policies

Interest Rate Risk

The Company is exposed to a risk of change in cash flows due to the fluctuations in interest rates on its variable rate borrowings.

To minimize the potential long-term cost of floating rate borrowings, the Company entered into interest rate swap agreements.

The Company was party to the following interest rate swap agreements which are qualifying cash flow hedges designated as hedging instruments as of December 31, 2021 and 2020 (in millions of USD):

Effective Date

Maturity

Notional amount
$

Settlement

Fixed interest
rate paid
%

June 8, 2017

June 20, 2022

40.0

Monthly

1.7900

August 20, 2018

August 18, 2023

60.0

Monthly

2.0450

The fair value of the derivative liabilities totalled $1.6 million and $4.0 million as of December 31, 2021 and 2020, respectively.

Interest Rate Benchmark Reform

The Company has applied certain reliefs that were introduced by Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7) in September 2019 and in the current year adopted the Phase 2 amendments Interest Rate Benchmark Reform—Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16. Adopting these amendments enables the Company to reflect the effects of transitioning from LIBOR to alternative benchmark interest rates without giving rise to accounting impacts that would not provide useful information to users of financial statements.

Exchange Risk

The Company's primary strategy to minimize its risk of foreign currency exposure is to ensure that the Financial Risk Management Committee:

•monitors the Company's exposures and cash flows, taking into account the large extent of naturally offsetting exposures,

•considers the Company's ability to adjust its selling prices due to foreign currency movements and other market conditions, and

•considers borrowing under available debt facilities in the most advantageous manner, after considering interest rates, foreign currency exposures, expected cash flows and other factors.

Hedge of net investment in foreign operations

Gains or losses on the retranslation of these borrowings have been transferred to OCI to offset any gains or losses on translation of the net investment in the subsidiary.

The changes in value related to the net investment in IPG (US) Holdings, Inc., designated as the hedged item, and the Senior

Unsecured Notes, designated as a hedging instrument, in the hedge of a net investment, are as follows (in millions of USD):


	2021	2020
	$	$
Gain (loss) from change in value of IPG (US) Holdings, Inc. used for calculating hedge ineffectiveness	9.4	(6.5)
(Loss) gain from change in value of the Senior Unsecured Notes used for calculating hedge ineffectiveness	(10.8)	6.5
(Loss) gain from Senior Unsecured Notes recognized in OCI	(9.4)	6.5
Loss from hedge ineffectiveness recognized in earnings in finance costs (income) in other expense (income), net	(1.4)	—

Deferred tax expense on change in value of the Senior Unsecured Notes recognized in OCI	(1.6)	(0.8)

The cumulative amounts included in the foreign currency translation reserve recognized in other comprehensive income related

to the hedge of net investment in foreign operations are a loss of $2.1 million and a gain of $7.3 million as of December 31, 2021 and 2020, respectively.

Litigation

Critical Accounting Judgments, Estimates and Assumptions

assumptions and estimates that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses are summarized below.

Critical Judgments in Applying the Company's Accounting Policies

Deferred income taxes

Determination of the aggregation of operating segments

The Company uses judgment in the aggregation of operating segments for financial reporting and disclosure purposes. In doing so, management has determined that there are two operating segments consisting of a tape, film, protective packaging, and machinery segment, and an engineered coated product segment. The Company has aggregated these two operating segments into one reportable segment due to similar characteristics including the nature of goods and services provided to its customers, methods used in the sale and distribution of those goods and services, types of customers comprising its customer base, and the regulatory environment in which the Company operates.

Key Sources of Estimation Uncertainty

Impairments

Refer to Note 13 of the Company’s Financial Statements for more information regarding impairment testing.

Pension, post-retirement and other long-term employee benefits

the currency in which the benefits will be paid and have terms to maturity approximating the terms of the related pension benefit obligation. Actual results will differ from estimated results, which are based on assumptions. Refer to Note 20 of the Company’s Financial Statements for more information regarding the costs and obligation related to the pension and other post-retirement benefit plans and the sensitivity of those amounts to changes in these assumptions.

Uncertain tax positions

The Company is subject to taxation in numerous jurisdictions and may have transactions and calculations during the course of business for which the ultimate tax determination is uncertain. The Company maintains provisions for uncertain tax positions that it believes appropriately reflects its risk. These provisions are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date, liabilities in excess of the Company’s provisions could result from audits by, or litigation with, the relevant taxing authorities. As of December 31, 2021 and 2020, the Company does not have any matters for which the tax determination is uncertain and as such, no provision has been recognized. Refer to Note 5 of the Company’s Financial Statements for more information regarding income taxes.

Useful lives of depreciable assets

Right-of-use assets and lease liabilities

Net realizable value of inventories and parts and supplies

Allowance for doubtful accounts and revenue adjustments

Provisions

The Company's provisions include environmental and restoration obligations, termination benefits and litigation provisions.

Refer to Note 16 of the Company’s Financial Statements for more information regarding provisions.

Share-based compensation

The estimation of share-based compensation fair value and expense requires the selection of an appropriate pricing model.

Refer to Note 18 of the Company’s Financial Statements for more information regarding share-based payments.

Business acquisitions

New Standards adopted as of January 1, 2021

adopting Interest Rate Benchmark Reform—Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16. Adopting these amendments enables the Company to reflect the effects of transitioning from interbank offered rates ("IBOR") to alternative benchmark interest rates without giving rise to accounting impacts that would not provide useful information to users of financial statements. The amendments have been applied retrospectively.

New Standards and Interpretations Issued but Not Yet Effective

Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Company’s Financial Statements.

Internal Control Over Financial Reporting

Additional Information

Forward-Looking Statements

Item 6:Directors, Senior Management and Employees


			A.			DIRECTORS AND SENIOR MANAGEMENT

Directors

The following table sets forth the name, residence, position, and principal occupations for the last five (5) years of each Director of the Company as of the date hereof, as well as the year in which each Director was first elected. Each Director is elected for a term of one year and may be nominated for re-election at the Company’s following annual shareholders’ meeting. The next annual shareholders’ meeting is scheduled to be held on May 11, 2022, at which time the current term of each Director will expire.


Name and City of Residence	Position and Occupation	First Year as Director
Robert M. Beil Phoenix, Arizona	Director Sales, Marketing, Business and Executive Management, The Dow Chemical Company, 1975 to 2006	2007
Christopher R. Cawston Toronto, Ontario, Canada	Director President and Chief Executive Officer, The Cawston Group (financial, strategic and operational advisory group), 2010 to 2015, 2020 to present President, Sym-Tech Dealer Services (provider of finance and insurance solutions to automobile dealers and equipment manufacturers), 2015 to 2020 Director, AutoServe1 (cloud-based auto repair shop management solution), 2014 to 2019	2020
Jane Craighead Brockville, Ontario, Canada	Director Director and Chair of Human Resources Committee, Telesat Corporation(1) (global satellite operators), 2021 to present Director, Crombie Real Estate Investment Trust(1), 2021 to present Director, Wajax Corporation(1) (industrial products and services provider), 2021 to present Director, Jarislowsky Fraser Limited (independent investment firm), 2018 to present Director, Clearwater Food Services (seafood company engaged in the harvesting, processing, distribution and marketing of seafood), 2015 to 2021 Senior Vice President of Global Human Resources, Scotiabank, 2011 to 2019	2020


Name and City of Residence	Position and Occupation	First Year as Director
Frank Di Tomaso, FCPA, FCA, ICD.D Montreal, Quebec, Canada	Director Director, Birks Group Inc. (1) (designer, manufacturer and retailer of jewelry, timepieces, silverware and gifts), 2014 to present Director, Laurentian Pilotage Authority (regulates operations of pilotage services on the St. Lawrence River), 2011 to present Director, Canada Computational Unlimited Corp.(1) (bitcoin mining company), 2021 to present Director, ADF Group Inc. (1) (complex structural steel and heavy built-up steel components for the non-residential construction industry), 2015 to 2021 Director, National Bank Trust (asset management and trust services firm), 2012 to 2019 Director, National Bank Life Assurance Company, 2012 to 2019 Director, Yorbeau Resources Inc. (gold exploration company), 2011 to 2016	2014
Robert J. Foster Toronto, Ontario, Canada	Director President and CEO, Capital Canada Limited (investment banking firm), 1977 to present	2010
Dahra Granovsky Toronto, Ontario, Canada	Director CEO, Beresford Accurate Folding Cartons (folding carton packaging company), 2016 to present Director and Chairperson of the Corporate Governance Committee, Hammond Power Solutions(1) (dry-type electrical transformer business), 2011 to present Director, Atlantic Packaging Products Ltd. (corrugated packaging company), 2000to present Director, Velan Inc.(1) (industrial valve manufacturing company), 2019 to present Director, Laticrete International Inc. (a construction solutions company), 2021 to present Managing Director, Chem-Ecol (lubricant company), 2015 to 2021	2019


Name and City of Residence	Position and Occupation	First Year as Director
James Pantelidis Toronto, Ontario, Canada	Chairman of the Board of Directors Director and Chairman of the Board of Parkland Corporation (1) (marketer of petroleum products), 1999 to present Chairman of the Supply and Development Committee of Parkland Corporation, 2009 to present Director and Chairman of the Board of EnerCare Inc. (1) (home services company), 2002 to 2018 Director and Chairman of Human Resources Committee of RONA Inc. (retailer and distributor of hardware, building materials and home renovation products), 2004 to 2016 Director, Chairman of the Investment Committee, and Member of the Human Resources and Compensation Committee, Industrial Alliance Insurance and Financial Services Inc. (insurance company), 2002 to 2016	2012
Jorge N. Quintas Porto, Portugal	Director President, Nelson Quintas SGPS, SA (holding company for manufacturer of electrical and telecommunication cables), 2009 to present	2009
Mary Pat Salomone Naples, Florida	Director Director, Chairperson of the Health, Safety, Sustainability and Environment Committee, and member of the Governance Committee, TC Energy Corporation (formerly TransCanada Corporation) (1) (energy infrastructure company), 2013 to present Director and member of the Audit Committee and Finance Committee, Herc Holdings Inc. (1) (rental company), 2016 to 2021	2015
Gregory A.C. Yull Sarasota, Florida	Director CEO and President of the Company, 2010 to present President Tapes and Films Division of the Company, 2005 to 2010 Executive Vice President, Industrial Business Unit for Tapes and Films, 2004 to 2005	2010
Melbourne F. Yull Sarasota, Florida	Director Executive Director from June 28, 2007 to June 8, 2010 Retired, 2006 to 2007 Prior thereto he was Chairman of the Board and CEO of the Company, 1981 to 2006 Father of Gregory A.C. Yull	1989-2006 2007

(1)A publicly traded company.

Senior Management


Name and City of Residence	Position and Occupation	First Elected To Office
Gregory A.C. Yull Sarasota, Florida	Chief Executive Officer & President	2010
Jeffrey Crystal, CPA, CA Sarasota, Florida	Chief Financial Officer	2014
Randi M. Booth Bradenton, Florida	Senior Vice President & General Counsel	2017
Douglas Nalette Bradenton, Florida	Senior Vice President, Operations	2006
Shawn Nelson Bradenton, Florida	Senior Vice President, Sales	2010


			B.			COMPENSATION

Director Compensation


	Annual Board and Committee Fees Earned (1) $	Allocation of Annual Fees				Share-Based Awards
Name		DSUs(2) $	Cash $	Other $		DSUs(3) $
Robert M. Beil	79,904	—	79,904	—		95,000
Chris R. Cawston	80,645	80,645	—	—		95,000
Jane Craighead	85,282	85,282	—	—		95,000
Frank Di Tomaso	82,355	—	82,355	—		95,000
Robert J. Foster	85,000	—	85,000	—		95,000
Dahra Granovsky	77,000	38,500	38,500	—		95,000
James Pantelidis	154,000	—	154,000	—		95,000
Jorge N. Quintas	72,000	72,000	—	—		95,000
Mary Pat Salomone	82,000	—	82,000	—		95,000
Melbourne F. Yull	74,000	37,000	37,000	260,935	(4)	95,000

(4)Mr. Yull receives a pension from the Company (see “Pension and Other Post-Retirement Benefit Plans” below).

Senior Management Compensation

Executive Summary


Our Compensation Philosophy	The Company’s executive compensation philosophy and program objectives are directed primarily by two guiding principles. First, the program is intended to provide competitive levels of compensation, at expected levels of performance, in order to attract, motivate and retain talented executives. Second, the program is intended to create an alignment of interest between the Company’s executives, performance objectives, and shareholders, so that a significant portion of each executive’s compensation is linked to creating long-term shareholder value. These two objectives are managed within the context of consideration of risk and governance best practices.
Our Pay Practices	What we do:	What we don't do:
	☑ Pay for Performance - 100% of the long-term incentive program is linked to share price performance ☑ Multi-dimensional assessment of performance including earnings, balance sheet, cash flows and market performance ☑ Use a similarly sized peer group of companies for market pay level benchmarking ☑ Target pay opportunities to be within reasonable range of median ☑ Require compliance with stock ownership requirements ☑ Engage an independent consultant ☑ Maintain the ability to clawback compensation in connection with financial restatement	☒ Hedging ☒ Encourage excessive risk taking ☒ Re-price options ☒ Discount options ☒ Offer excessive perquisites


Our Performance			•Delivered 26% revenue growth and remained disciplined in our practice to protect the profit dollar spread and mitigate the challenges presented by global supply chain constraints and labor shortages. •Experienced strong growth in the e-commerce market where the Company supplies water-activated tape, protective packaging and dispensers and in the building and construction market which uses the Company's woven products and tapes. •Adjusted EBITDA(1) grew 17% from $211.1 million in 2020 to $247.2 million in 2021, and net earnings decreased from $72.7 million to $67.8 million over the same period. •Cash flows from operating activities decreased 11% from $179.6 million in 2020 to $160.4 million in 2021. •Continued strong generation of free cash flows(1) of $79.1 million in 2021 while nearly doubling our investment in strategic capital projects over 2020 and making a large investment in working capital relating to supply chain and inflationary pressures. •One-year total shareholder return ranking relative to the Peer Group was in the 45th percentile and in the 51st percentile relative to the Index Group. •Three-year total shareholder return ranking relative to the Peer Group was in the 56th percentile and ROIC(1) performance was at the high end of the range between the 3rd and 4th Tier. •The dividend was increased 7.9% on an annualized basis to $0.68 per common share. •Reinforced our commitment to sustainability by signing the Climate Pledge and joining the Business Ambition for 1.5°C campaign for net-zero emissions by 2040; and earned a B score on our first CDP Climate report, which is above the industry average. •Two additional products, as well as the Curby® Mailer HD and the Curby® Cushioning Solutions family of products, achieved Cradle to Cradle CertifiedTM status as part of the ongoing sustainability strategic initiatives.
Compensation of Senior Management			•Annual incentive award targets required Compensation Adjusted EBITDA(1) and Compensation Cash Flows(1) growth of approximately 9% and 4% from 2020 results, respectively. •NEOs received annual incentive awards at 143% of their targets, given outstanding performance. •PSU awards granted in 2018 were settled in 2021 at 154% of the value granted based on the total shareholder return for the three-year performance period ending on December 31, 2020 in the 78th percentile relative to the Peer Group and ROIC achievement slightly below the 4th Tier. •Long-term incentive awards represented, on average, 38% of the NEO's 2021 total compensation, the value of which depends on share price performance.

Executive Compensation Program Principles

Three primary components comprise the Company’s compensation program: annual base salary, annual performance-based incentive plan award and a long-term incentive plan award comprised of performance share units ("PSUs") and restricted share units ("RSUs") pursuant to the Amended and Restated Performance and Restricted Share Unit Plan (the "PRSU Plan"), and stock options pursuant to the 2019 Executive Stock Option Plan (the "2019 ESOP").


Compensation Element			Purpose
Annual base salary			To provide a base level of annual compensation for the Company’s senior management generally set at a level that is within a competitive range of the median of companies that compete with the Company for business and executive talent and that is aligned with survey data and other analysis
Annual performance-based incentive plan award			To encourage and reward performance over the financial year (typically, compared to predefined goals and objectives) and reflect progress toward predetermined company-wide and individual objectives
Long-term incentives / Equity			To reinforce shareholder alignment, retention and long-term performance orientation


	Annual Compensation				Share-based Awards		Option-based Awards (4) $
Name	Salary (1) $	Performance-based Incentive Plan Award $	Other $		Performance Share Units (2) $	Restricted Share Units (3) $
Gregory A.C. Yull	862,338	1,232,324	22,500	(5)	1,254,738	516,238	496,942
Jeffrey Crystal	470,108	503,856	—		288,633	118,755	114,321
Randi M. Booth	376,308	285,810	—		227,865	93,753	90,253
Douglas Nalette	400,890	286,446	—		182,275	75,007	72,203
Shawn Nelson	379,627	271,254	—		182,275	75,007	72,203

(1)Represents amounts included in each executive’s W-2, rather than the base salary amount.

(5)Represents amounts paid related to an auto allowance pursuant to the terms of Mr. Yull’s employment agreement.

US Deferred Compensation

The following table sets out the eligible compensation deferred in 2021 and the accumulated value as of December 31, 2021 for each member of senior management.


Name	Compensation Deferred in 2021 $	Accumulated Value at Year End $
Gregory A.C. Yull	378,601	1,539,397
Jeffrey Crystal	567,791	1,374,312
Randi M. Booth	30,000	32,545
Douglas Nalette	—	—
Shawn Nelson	—	—

Annual Performance-based Incentive Plan Awards - Bonuses


						Year ended December 31,
						2021
						$
Net earnings						70.0
Interest and other finance costs						56.9
Income tax expense						24.1
Depreciation and amortization						65.5
EBITDA						216.5
Manufacturing facility closures, restructuring and other related charges						—
M&A Costs						8.1
Share-based compensation expense						21.7
Impairment of long-lived assets and other assets						0.8
Loss on disposal of property, plant and equipment						0.1
Adjusted EBITDA						247.2
Performance bonus expense						8.5
Impact of Nuevopak Acquisition						(0.5)
Compensation Adjusted EBITDA						255.2


						Year ended December 31,
						2021
						$
Cash flows from operating activities						160.4
M&A Costs						6.9
Impact of Nuevopak Acquisition						(0.8)
Income tax effect of these items						(1.1)
Compensation Cash Flows						165.4

The following table presents the target incentive plan award as a percentage of salary.


	Gregory A.C. Yull		Jeffrey Crystal		Randi M. Booth		Douglas Nalette		Shawn Nelson
Incentive plan award as a percentage of salary:
Minimum	0	%	0	%	0	%	0	%	0	%
Threshold	50	%	38	%	25	%	25	%	25	%
Target	100	%	75	%	50	%	50	%	50	%
Maximum	200	%	150	%	100	%	100	%	100	%

The following table presents the financial objectives for 2021 included in the annual incentive plan and the results achieved by the Company:


	Bonus Payout Percentage	Compensation Adjusted EBITDA		Compensation Cash Flows
Threshold ($)	50%	222,300,000		177,500,000
Target ($)	100%	239,400,000		188,500,000
Maximum ($)	200%	256,900,000		199,500,000
Actual ($)	143%	255,234,970		165,384,300
Objective Weight		75	%	25	%
Evaluation of Performance to Target (%)		106.6	%	87.7	%
Company Performance Factor (%)		190.5	%	—	%


Weighted Company Performance Factor						142.9			%

The following table presents, for each target objective, the bonus amount earned by each member of senior management for 2021:


	Gregory A.C. Yull	Jeffrey Crystal	Randi M. Booth		Douglas Nalette	Shawn Nelson
	$	$	$		$	$
2021 Annual Eligible Salary	862,338	470,108	400,000	(1)	400,890	379,627
Target Amount	862,338	352,581	200,000		200,445	189,814
Weighted Company Performance Factor x Target Amount	1,232,324	503,856	285,810		286,446	271,254

(1) Represents base salary amount.

Long-Term Incentive Plan Awards

Performance and Restricted Share Unit Plan

•50% based on the average return on invested capital over the measurement period (the “ROIC Performance”) as set out in the table below.

•50% based on the Company's TSR relative to the Peer Group over the measurement period as set out in the table below.

•50% based on the Company's ROIC Performance over the three-year performance measurement period as set out on the table below.

•50% based on the Company's TSR of which:

◦50% is based on the Company's TSR ranking relative the Peer Group over the three-year performance measurement period as set out on the table below.

◦50% is based on the Company's TSR ranking relative to the Index Group over the three-year performance measurement period as set out on the table below.

The ROIC Performance adjustment factor is determined as follows:


ROIC Performance	Percent of Target Shares Vested
1st Tier	0	%
2nd Tier	50	%
3rd Tier	100	%
4th Tier	150	%

The relative TSR performance adjustment factor is determined as follows:


TSR Ranking Relative to the Peer Group	Percent of Target Shares Vested
Less than the 25th percentile	0	%
25th percentile	50	%
50th percentile	100	%
75th percentile	150	%
90th percentile or higher	200	%

The TSR performance and ROIC Performance adjustment factors between the numbers set out in the two tables above is interpolated on a straight-line basis.

The PRSU Plan requires a one-year minimum vesting period for PSU and RSU awards granted thereunder, subject to certain exceptions.

PSU Grants During the Most Recently Completed Fiscal Year

The following table sets out the details of all PSU grants to the members of senior management during the fiscal year ended December 31, 2021.


Name	PSU Awards granted	% of total PSU awards granted in fiscal year	Market value on date of grant (1)	Expiration date
Gregory A.C. Yull	43,237	22%	$29.02	12/31/2024
Jeffrey Crystal	9,946	5%	$29.02	12/31/2024
Randi M. Booth	7,852	4%	$29.02	12/31/2024
Douglas Nalette	6,281	3%	$29.02	12/31/2024
Shawn Nelson	6,281	3%	$29.02	12/31/2024


PSU Grant Date						March 22, 2021
Grant recipient						All
Performance period starting price						CDN$24.20
Valuation date stock price						CDN$29.27
Estimated dividend yield						0%
US risk-free interest rate						0.28%
Canadian risk-free interest rate						0.46%
Estimated volatility						45%
Term						3 years
Result						CDN$42.81
						(USD$34.17)

Year-End Unvested PSU Awards and Values

The following table sets out for each of the members of senior management the total number of unvested PSU awards held as of December 31, 2021 and the value of such unvested awards at that date.


Name	Number of PSUs at fiscal year-end	Number of PSUs adjusted for performance at fiscal year end(1)	Value of PSUs at fiscal year-end (2)
	Unvested	Unvested	Unvested
Gregory A.C. Yull	262,857	376,605	7,611,190
Jeffrey Crystal	60,399	86,532	1,748,821
Randi M. Booth	34,563	48,864	987,547
Douglas Nalette	32,992	47,010	950,082
Shawn Nelson	32,992	47,010	950,082

Grant Date

Performance Period End Date

% of Target Shares

March 21, 2019

December 31, 2021

127.1%

March 23, 2020

December 31, 2022

157.6%

March 22, 2021

December 31, 2023

118.0%

RSU Grants During the Most Recently Completed Fiscal Year

The following table sets out the details of all RSU grants to the members of senior management during the fiscal year ended December 31, 2021.


Name	RSU Awards granted	% of total RSU awards granted in fiscal year	Market value on date of grant (1)	Expiration date
Gregory A.C. Yull	21,618	26%	$23.88	12/31/2024
Jeffrey Crystal	4,973	6%	$23.88	12/31/2024
Randi M. Booth	3,926	5%	$23.88	12/31/2024
Douglas Nalette	3,141	4%	$23.88	12/31/2024
Shawn Nelson	3,141	4%	$23.88	12/31/2024

(1) The grant date fair value of a RSU is based on the VWAP of the common shares of the Company on the TSX for the five trading days preceding the grant date, March 22, 2021 (CDN$ 29.78, USD$ 23.88).

Year-End Unvested RSU Awards and Values


Name	Number of RSUs at fiscal year-end	Value of RSUs at fiscal year-end (1)
Gregory A.C. Yull	131,428	2,656,160
Jeffrey Crystal	30,200	610,342
Randi M. Booth	17,281	349,249
Douglas Nalette	16,496	333,384
Shawn Nelson	16,496	333,384

Deferred Share Unit Plan

DSUs received in lieu of cash for directors’ fees are expensed as earned over the service period. DSUs received as a result of a grant are expensed immediately.

DSU Grants During the Most Recently Completed Fiscal Year


Name	Grant date	DSU Awards granted	% of total DSU awards granted in fiscal year	Market value on date of grant	Expiration date
Robert M. Beil	3/22/2021	3,979	6%	$23.88	n/a
	3/31/2021	365	1%	$22.50	n/a
	6/30/2021	361	1%	$22.91	n/a
	9/30/2021	400	1%	$22.47	n/a
	12/31/2021	451	1%	$20.08	n/a
Chris R. Cawston	3/22/2021	3,979	6%	$23.88	n/a
	3/31/2021	57	0%	$22.50	n/a
	6/30/2021	1,720	3%	$22.94	n/a
	9/30/2021	75	0%	$22.47	n/a
	12/31/2021	2,222	3%	$19.92	n/a


Name	Grant date	DSU Awards granted	% of total DSU awards granted in fiscal year	Market value on date of grant	Expiration date
Jane Craighead	3/22/2021	3,979	6%	$23.88	n/a
	3/31/2021	57	0%	$22.50	n/a
	6/30/2021	1,813	3%	$22.94	n/a
	9/30/2021	76	0%	$22.47	n/a
	12/31/2021	2,349	3%	$19.92	n/a
Frank Di Tomaso	3/22/2021	3,979	6%	$23.88	n/a
	3/31/2021	319	0%	$22.50	n/a
	6/30/2021	315	0%	$22.91	n/a
	9/30/2021	349	1%	$22.47	n/a
	12/31/2021	394	1%	$20.08	n/a
Robert J. Foster	3/22/2021	3,979	6%	$23.88	n/a
	3/31/2021	518	1%	$22.50	n/a
	6/30/2021	512	1%	$22.91	n/a
	9/30/2021	567	1%	$22.47	n/a
	12/31/2021	640	1%	$20.08	n/a
Dahra Granovsky	3/22/2021	3,979	6%	$23.88	n/a
	3/31/2021	153	0%	$22.50	n/a
	6/30/2021	991	1%	$22.94	n/a
	9/30/2021	174	0%	$22.47	n/a
	12/31/2021	1,165	2%	$19.92	n/a
James Pantelidis	3/22/2021	3,979	6%	$23.88	n/a
	3/31/2021	319	0%	$22.50	n/a
	6/30/2021	316	0%	$22.91	n/a
	9/30/2021	350	1%	$22.47	n/a
	12/31/2021	394	1%	$20.08	n/a
Jorge N. Quintas	3/22/2021	3,979	6%	$23.88	n/a
	3/31/2021	540	1%	$22.50	n/a
	6/30/2021	2,103	3%	$22.94	n/a
	9/30/2021	604	1%	$22.47	n/a
	12/31/2021	2,491	4%	$19.92	n/a
Mary Pat Salomone	3/22/2021	3,979	6%	$23.88	n/a
	3/31/2021	282	0%	$22.50	n/a
	6/30/2021	279	0%	$22.91	n/a
	9/30/2021	309	0%	$22.47	n/a
	12/31/2021	348	1%	$20.08	n/a
Melbourne F. Yull	3/22/2021	3,979	6%	$23.88	n/a
	3/31/2021	378	1%	$22.50	n/a
	6/30/2021	1,181	2%	$22.94	n/a
	9/30/2021	421	1%	$22.47	n/a
	12/31/2021	1,406	2%	$19.92	n/a

Year-End Outstanding DSU Awards

The following table sets out for each of the directors the total number of vested and unvested DSUs as of December 31, 2021 and the value of such DSUs at that date.



Name	Number of vested DSUs outstanding at fiscal year-end(1)	Value of vested DSUs outstanding (2)	Number of unvested DSUs outstanding at fiscal year-end(1)	Value of unvested DSUs outstanding (2)
Robert M. Beil	51,921	1,049,323	1,711	34,579
Chris R. Cawston	10,477	211,740	1,711	34,579
Jane Craighead	10,686	215,964	1,711	34,579
Frank Di Tomaso	45,147	912,421	1,711	34,579
Robert J. Foster	74,399	1,503,604	1,711	34,579
Dahra Granovsky	22,605	456,847	1,711	34,579
James Pantelidis	45,181	913,108	1,711	34,579
Jorge N. Quintas	81,161	1,640,264	1,711	34,579
Mary Pat Salomone	39,725	802,842	1,711	34,579
Melbourne F. Yull	55,683	1,125,353	1,711	34,579

(1) Includes related dividend amounts.

Executive Stock Option Plan

The following is a description of certain features of the ESOP (for further details regarding the ESOP, please see Exhibit 4.2 to this Form 20-F):

100

2019 ESOP

On March 12, 2019, the Board of Directors adopted the 2019 ESOP, which was approved by Shareholders on June 6, 2019.

The number of common shares to which the options relate is determined by taking into account, inter alia, the market value of the common shares and each optionee’s base salary.

The following is a description of certain features of the 2019 ESOP (for further details regarding the 2019 ESOP, please see Exhibit 4.7 to this Form 20-F):

•options expire not later than ten years after the date of grant;

101

Option Grants During the Most Recently Completed Fiscal Year


Name	Options granted	% of total options granted in fiscal year	Exercise Price CDN$	Market value on date of grant CDN$(1)	Expiration date
Gregory A.C. Yull	109,943	45%	$29.34	$5.65	3/18/2031
Jeffrey Crystal	28,438	12%	$29.34	$5.02	3/18/2026
Randi M. Booth	22,451	9%	$29.34	$5.02	3/18/2026
Douglas Nalette	17,961	7%	$29.34	$5.02	3/18/2026
Shawn Nelson	17,961	7%	$29.34	$5.02	3/18/2026

(1) The grant date fair value of awards is estimated at the date of the grant using the Black-Scholes option pricing model with the following assumptions:


Option Grant Date	March 18, 2021	March 18, 2021
Grant recipient	All of the above except Gregory A.C. Yull	Gregory A. C. Yull
Stock price at grant date	CDN$29.34	CDN$29.34
Exercise price of awards	CDN$29.34	CDN$29.34
Expected dividends	3.1%	3.1%
Canadian risk-free interest rate	1.03%	1.16%
Estimated volatility	27%	29%
Expected life	5 years	6 years
Foreign exchange rate USD to CDN	1.2482	1.2482
Grant date fair value	CDN$5.02	CDN$5.65
	(USD$4.02)	(USD$4.52)

Year-End Unexercised Options and Option Values


Name	Number of unexercised options at fiscal year-end Exercisable / Unexercisable		Value of unexercised “in the money” options at fiscal year-end Exercisable / Unexercisable CDN$ (1)
Gregory A.C. Yull	633,789	686,736	8,255,090	10,036,995
Jeffrey Crystal	123,663	165,084	1,532,511	2,358,539
Randi M. Booth	63,620	94,793	802,905	1,248,632
Douglas Nalette	—	90,303	—	1,248,632
Shawn Nelson	65,469	90,303	811,336	1,248,632

102

Incentive Plan Awards – Value Vested, Settled, Realized or Earned During the Year


Name	Option-Based Awards – Value Vested During the Year(1) ($)	Share-Based Awards – Value Vested During the Year ($)		Non-Equity Incentive Plan Award – Value Earned During the Year(5) ($)
		PSUs - settled(2)(4)	RSUs - settled(3)(4)
Gregory A.C. Yull	4,917,454	2,234,820	726,074	1,232,324
Jeffrey Crystal	1,173,558	513,418	166,800	503,856
Randi M. Booth	617,815	241,607	78,490	285,810
Douglas Nalette	621,297	271,837	88,310	286,446
Shawn Nelson	621,297	271,837	88,310	271,254


	ROIC	TSR
Evaluation of Performance to Target (%)	109.9%	156.8%
Performance adjustment factor (%)	146.4%	161.3%

NOPAT Reconciliation to Net Earnings


						Three-year performance period ended December 31,
						2020
						$
Net earnings						161.3
Interest and other finance costs						79.1
Income tax expense						45.2
Adjustments						34.0
Less taxes						(65.9)
NOPAT						253.8

103

Invested Capital Reconciliation to Total Equity


	December 31,
	2020	2019	2018
	$	$	$
Total equity	316.7	272.2	261.4
Plus total debt	490.0	508.8	500.0
Less cash	(16.5)	(7.0)	(18.7)
Adjustments	(200.1)	(170.2)	(167.7)
Invested capital	590.1	603.8	575.0

The following table sets out, for each member of senior management, the value realized from option-based awards upon exercise during the year ended December 31, 2021.


Name	Number of Options Exercised (#)	Gains Realized(1) ($)
Gregory A.C. Yull	180,000	2,724,239
Jeffrey Crystal	—	—
Randi M. Booth	—	—
Douglas Nalette	65,469	828,645
Shawn Nelson	—	—

Stock Appreciation Rights Plan

Clawback Policy

104

Pension and Other Post Retirement Benefit Plans

Defined Contribution Pension Plans


Name						Company Contributions $
Gregory A.C. Yull						15,950
Jeffrey Crystal						15,950
Randi M. Booth						15,950
Douglas Nalette						15,950
Shawn Nelson						15,950

Total Cash Payments

Executive Employment Contracts and Change of Control Agreements

The following agreements between the Company and members of senior management were in effect at the end of 2021.

105

106

107

officers and directors of the Company in settlement of DSUs, PSUs and RSUs, the vesting of which is being accelerated as a result of the Arrangement.

Refer to the PRSU Plan and 2019 ESOP for applicable termination clauses.

Estimated Termination Payments


		Severance	RSUs(1)	PSUs(1)(2)	Stock Options(3)	Other Payments(4)	Total
Name	Event	$	$	$	$	$	$
Gregory A.C. Yull	Termination by the Company other than for cause or resignation for good reason	4,832,004	—	—	7,850,937	59,530	12,742,471
	Termination by the Company other than for cause or resignation for good reason in connection with a Change of Control	7,248,006	2,827,489	6,057,603	7,850,937	89,295	24,073,330
	Termination by the Company without cause or resignation for good reason in connection with the Arrangement(5)	7,248,006	3,206,876	11,224,146	15,208,763	89,295	36,977,086
	No assumption of awards upon a Change of Control (6)	—	2,827,489	6,057,603	7,850,937	—	16,736,029
	Retirement	—	—	—	—	—	—
	Death or Permanent disability	—	2,827,489	6,057,603	7,850,937	—	16,736,029
Jeffrey Crystal	Termination by the Company other than for cause	1,616,787	—	—	—	38,167	1,654,954
	Termination by the Company other than for cause or resignation for good reason in connection with a Change of Control	2,155,716	649,706	1,391,893	1,844,849	50,890	6,093,054
	Termination by the Company without cause or resignation for good reason in connection with the Arrangement(5)	2,155,716	736,939	2,579,253	3,608,845	50,890	9,131,643
	No assumption of awards upon a Change of Control (6)	—	649,706	1,391,893	1,844,849	—	3,886,448
	Retirement	—	—	—	—	—	—
	Death or Permanent disability	—	649,706	1,391,893	1,844,849	—	3,886,448
Randi M. Booth	Termination by the Company other than for cause	699,878	—	—	—	25,445	725,323
	Termination by the Company other than for cause or resignation for good reason in connection with a Change of Control	699,878	370,935	790,865	976,680	25,445	2,863,803
	Termination by the Company without cause or resignation for good reason in connection with the Arrangement(5)	1,442,000	431,961	1,511,881	1,975,121	25,445	5,386,408
	No assumption of awards upon a Change of Control (6)	—	370,935	790,865	976,680	—	2,138,480
	Retirement	—	—	—	—	—	—
	Death or Permanent disability	—	370,935	790,865	976,680	—	2,138,480
Douglas Nalette	Termination by the Company other than for cause	—	—	—	—	—	—
	Termination by the Company other than for cause or resignation for good reason in connection with a Change of Control	411,966	354,556	758,086	976,680	15,030	2,516,318
	Termination by the Company without cause or resignation for good reason in connection with the Arrangement(5)	1,441,881	406,578	1,422,991	1,935,924	—	5,207,374
	No assumption of awards upon a Change of Control (6)	—	354,556	758,086	976,680	—	2,089,322
	Retirement	—	289,019	627,033	976,680	—	1,892,732
	Death or Permanent disability	—	354,556	758,086	976,680	—	2,089,322

108


		Severance	RSUs(1)	PSUs(1)(2)	Stock Options(3)	Other Payments(4)	Total
Name	Event	$	$	$	$	$	$
Shawn Nelson	Termination by the Company other than for cause	—	—	—	—	—	—
	Termination by the Company other than for cause or resignation for good reason in connection with a Change of Control	390,116	354,556	758,086	976,680	29,762	2,509,200
	Termination by the Company without cause or resignation for good reason in connection with the Arrangement(5)	1,365,405	406,578	1,422,991	1,935,924	—	5,130,898
	No assumption of awards upon a Change of Control (6)	—	354,556	758,086	976,680	—	2,089,322
	Retirement	—	—	—	—	—	—
	Death or Permanent disability	—	354,556	758,086	976,680	—	2,089,322

(4) Represents continuation of benefits, including medical, dental and other insurance benefits.

There would be nil incremental amounts payable to each member of senior management if his or her employment had been terminated for cause on December 31, 2021.


C.			BOARD PRACTICES

Term

Human Resources and Compensation Committee

109

The mandate of the Human Resources and Compensation Committee consists of ensuring the direction and implementation of the Company’s wage and compensation plans, policies, and programs.

The Human Resources and Compensation Committee Charter is included as Exhibit 15.2 to this Form 20-F.

Audit Committee

110

For Mr. Foster’s professional experience, please see above under “Human Resources and Compensation Committee.”

The Audit Committee’s Charter is included as Exhibit 15.3 to this Form 20-F.


			D.			EMPLOYEES

The table below presents details of the hourly employees that are unionized and subject to a collective bargaining agreement at the Company's manufacturing facilities:

Manufacturing facility

Hourly employees

Collective bargaining agreement expiration date

Delta, British Columbia

March 31, 2024

Carbondale, Illinois

105

March 4, 2026

Chicago, Illinois

June 6, 2022

Marysville, Michigan

130

May 3, 2024

Carlstadt, New Jersey

June 30, 2025

Cornwall, Ontario

March 5, 2022

Toronto, Ontario

October 31, 2024

Menasha, Wisconsin

194

July 31, 2022

111


			E.			SHARE OWNERSHIP

The following table sets out for each of the Directors and members of senior management the number of common shares of the Company owned or controlled by each, as of March 11, 2022.


Name	Number of Shares Owned	% of Shares Outstanding
Robert M. Beil	43,885	0.07%
Chris R. Cawston	11,700	0.02%
Jane Craighead	8,500	0.01%
Frank Di Tomaso	10,000	0.02%
Robert J. Foster	46,100	0.08%
Dahra Granovsky	6,929	0.01%
James Pantelidis	57,510	0.10%
Jorge N. Quintas	59,608	0.10%
Mary Pat Salomone	—	—
Melbourne F. Yull	1,734,629	2.93%
Gregory A.C. Yull	735,796	1.24%
Jeffrey Crystal	42,998	0.07%
Randi M. Booth	6,845	0.01%
Douglas Nalette	144,301	0.24%
Shawn Nelson	146,666	0.25%
Total	3,055,467	5.15%

The Company has the following minimum share ownership requirements that apply to the CEO, CFO, Randi Booth, Douglas Nalette and Shawn Nelson:


Executive			Share Ownership Requirement as a multiple of base salary
CEO			5x
CFO and others listed above			2x

The common shares held by the Directors and senior management do not have different voting rights from those held by the other shareholders of the Company.

112


Name	Number of options outstanding	Stock option exercise price (CDN$)	Expiration date of options







Gregory A.C. Yull	140,000	12.55	3/17/2024
	117,194	21.76	3/13/2028
	176,395	17.54	3/28/2029
	776,993	7.94	3/25/2030
	109,943	29.34	3/18/2031
Jeffrey Crystal	31,431	21.76	3/13/2023
	47,818	17.54	3/28/2024
	181,060	7.94	3/25/2025
	28,438	29.34	3/18/2026
Randi M. Booth	14,791	21.76	3/13/2023
	25,316	17.54	3/28/2024
	95,855	7.94	3/25/2025
	22,451	29.34	3/18/2026
Douglas Nalette	8,439	17.54	3/28/2024
	63,903	7.94	3/25/2025
	17,961	29.34	3/18/2026
Shawn Nelson	16,640	21.76	3/13/2023
	25,316	17.54	3/28/2024
	95,855	7.94	3/25/2025
	17,961	29.34	3/18/2026

Item 7:Major Shareholders and Related Party Transactions


			A.			MAJOR SHAREHOLDERS


			B.			RELATED PARTY TRANSACTIONS

113


			C.			INTERESTS OF EXPERTS AND COUNSEL

Not Applicable.

Item 8:Financial Information

The Company's consolidated financial statements have been prepared in accordance with International Financial Reporting Standards.


			A.			CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

The Consolidated Financial Statements of the Company for the years ended December 31, 2021, 2020, and 2019 include the following:

◦Management’s Responsibility for Consolidated Financial Statements

◦Management’s Report on Internal Control over Financial Reporting

◦Report of Independent Registered Public Accounting Firm

◦Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

◦Consolidated Financial Statements

•Consolidated Earnings

•Consolidated Comprehensive Income

•Consolidated Changes in Equity

•Consolidated Cash Flows

•Consolidated Balance Sheets

•Notes to Consolidated Financial Statements

114

Legal or Arbitration Proceedings

Dividends

The following table sets forth the changes in the amount of the annualized dividend in the Company's Dividend Policy:

Date Approved by Board of Directors

Annualized Dividend Per Share Before Modifications

Annualized Dividend Per Share After Modification

Change in Annualized Dividend Per Share

July 7, 2014

USD$ 0.32

USD$ 0.48

50%

August 12, 2015

USD$ 0.48

USD$ 0.52

8.3%

August 10, 2016

USD$ 0.52

USD$ 0.56

7.7%

August 7, 2019

USD$ 0.56

USD$ 0.59

5.4%

November 11, 2020

USD$ 0.59

USD$ 0.63

6.8%

August 10, 2021

USD$ 0.63

USD$ 0.68

7.9%

The following table sets forth the dividends paid for each of the years in the three-year period ended December 31, 2021:

Date Declared

Record Date

Date Paid

Amount per Share

March 12, 2019

March 22, 2019

March 29, 2019

USD$ 0.14

May 8, 2019

June 14, 2019

June 28, 2019

USD$ 0.14

August 7, 2019

September 16, 2019

September 30, 2019

USD$ 0.1475

November 8, 2019

December 16, 2019

December 30, 2019

USD$ 0.1475

March 12, 2020

March 23, 2020

March 31, 2020

USD$ 0.1475

May 12, 2020

June 15, 2020

June 30, 2020

USD$ 0.1475

August 12, 2020

September 15, 2020

September 30, 2020

USD$ 0.1475

November 11, 2020

December 16, 2020

December 31, 2020

USD$ 0.1575

March 11, 2021

March 22, 2021

March 31, 2021

USD$ 0.1575

May 11, 2021

June 16, 2021

June 30, 2021

USD$ 0.1575

August 10, 2021

September 16, 2021

September 30, 2021

USD$ 0.17

November 11, 2021

December 17, 2021

December 31, 2021

USD$ 0.17

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			B.			SIGNIFICANT CHANGES

On March 7, 2022, the Company entered into the Arrangement Agreement to be acquired by the Purchaser. Under the terms of the Arrangement Agreement, the Purchaser agreed to acquire all of the outstanding shares of the Company for CDN$40.50 per share in an all-cash transaction valued at approximately US$2.6 billion, including net debt. Upon completion of the Acquisition, all the shares of the Company will be held by the Purchaser, and the Purchaser intends to cause the Company to have its shares delisted from the TSX. The Acquisition, which will be effected pursuant to a court-approved plan of arrangement under the Canada Business Corporations Act, is expected to close in the third quarter of 2022. The Acquisition is not subject to a financing condition but is subject to customary closing conditions, including receipt of shareholder, regulatory and court approvals. For a copy of the Arrangement Agreement, see Exhibit 4.9 to this Form 20-F.

Item 9:The Offer and Listing


			A.			OFFER AND LISTING DETAILS

The Company sells its shares in Canada on the TSX under the trading symbol “ITP” and in the US on the OTC Pink Marketplace under the trading symbol “ITPOF”.


			B.			PLAN OF DISTRIBUTION

Not Applicable.


			C.			MARKETS


			D.			SELLING SHAREHOLDERS

Not Applicable.


			E.			DILUTION

Not Applicable.


			F.			EXPENSES OF THE ISSUE

Not Applicable.

116

Item 10:Additional Information


			A.			SHARE CAPITAL

Not Applicable.


			B.			MEMORANDUM AND ARTICLES OF ASSOCIATION

On November 11, 2015, the Board of Directors adopted By-Law 2015-1, requiring advance notice for the nomination of directors.

2.The Directors of the Company may, when deemed expedient:

(a)borrow money upon the credit of the Company;

(b)issue debentures or other securities of the Company, and pledge or sell the same for such sums and at such prices as may be deemed expedient;

The directors may, by resolution or by-law, delegate the above listed powers to such officers or directors of the Company as set out in such resolution or by-law.

3.Description of Share Capital

Common Shares

Voting Rights – Each common share entitles the holder thereof to one vote at all meetings of the shareholders of the Company.

117

Class A Preferred Shares

6.The Articles of Amalgamation of the Company do not contain limitations on the rights of non-resident or foreign shareholders to hold or exercise voting rights on the Company’s shares.



			C.			MATERIAL CONTRACTS

The following is a description of the material contracts the Company was a party to during the last two fiscal years ended December 31, ~~2019,~~2021, regardless of when they were initially entered into by the Company, either directly or through one of its subsidiaries, and that are not in the ordinary course of the Company’s business:

118

•a 2018 Credit Facility Agreement dated June 14, 2018 with a syndicated lending group, led by Bank of America, N.A., as Administrative Agent and since amended on July 17, 2019. The 2018 Credit Facility consists of a $400.0 million revolving credit facility and a $200.0 million term loan. The term loan amortizes $65.0 million until March 2023 ($5.0 million in 2018, $10.0 million in 2019, $12.5 million in 2020, $15.0 million in 2021, $17.5 million in 2022, and $5.0 million in 2023), and the remaining balance of the 2018 Credit Facility is due upon maturity in June 2023. Any repayments of borrowings under the 2018 Term Loan are not available to be borrowed again in the future. The 2018 Credit Facility also includes an incremental accordion feature of $200.0 million, which enables the Company to increase the limit of this facility (subject to the credit agreement's terms and lender approval) if needed. The 2018 Credit Facility matures on June 14, 2023 and bears an interest rate based, at the Company’s option, on the London Inter-bank Offered Rate, the Federal Funds Rate, or Bank of America’s prime rate, plus a spread varying between 25 and 250 basis points depending on the debt instrument's benchmark interest rate and the consolidated secured net leverage ratio. The 2018 Credit Facility is secured by a first priority lien on all personal property of the Company and all current and future material subsidiaries. On July 17, 2019, the Company and its syndicated lending group amended theThis 2018 Revolving Credit Facility ~~to, among other things, revise~~was amended and extended on June 14, 2021 as part of entering into the two financial covenant thresholds to account for the associated impacts of new lease accounting guidance implemented on January 1, 2019 requiring operating leases to be accounted for as debt (with corresponding interest payments). The amendment provides that the consolidated secured net leverage ratio must not be more than 3.70 to 1.00 (previously 3.50 to 1.00), with an allowable temporary increase to 4.20 to 1.00 (previously 4.00 to 1.00) for the quarter in which the Company consummates an acquisition with a price not less than $50 million and the following three quarters. The amendment also provides that the consolidated interest coverage ratio must not be less than 2.75 to 1.00 (previously 3.00 to 1.00). In addition, the 20182021 Credit Facility, ~~has certain non-financial covenants, such as covenants regarding indebtedness, investments, and asset dispositions.~~discussed below. For a copy of the 2018 Revolving Credit Facility Agreement, ~~as amended,~~ see Exhibit 4.6 to this Form 20-F.

•the 2018 Senior Unsecured Notes issued under theindenturedated October 15, ~~2018 among certain guarantors and Regions Bank, as Trustee.~~2018. On October 15, 2018, the Company completed its offering of $250.0 million 7.00% senior unsecured notes due in 2026 (the "Senior Unsecured Notes"). The offering of the Senior Unsecured Notes was effected by way of private placement sales in the United States and Canada pursuant to exemptions from the Securities Act of 1933 registration and prospectus requirements. The Senior Unsecured Notes bear interest at a rate of 7.00% per annum, payable semi-annually in cash in arrears on April 15 and October 15 of each year, beginning on April 15, 2019. On June 16, 2021, the Company's 2018 Senior Unsecured Notes were repaid in full, resulting in satisfaction and discharge of the obligation. For a copy of the Senior Unsecured Notes indenture, see Exhibit 2.3 to this Form 20-F.

•the 2021Senior Unsecured Notes issued under theindenturedated June 8, 2021. The Company completed its offering of $400.0 million 4.375% senior unsecured notes due in 2029 (the "2021 Senior Unsecured Notes"). The offering of the Senior Unsecured Notes was effected by way of private placement sales in the United States and Canada pursuant to exemptions from the Securities Act of 1933 registration and prospectus requirements. The Senior Unsecured Notes bear interest at a rate of 4.375% per annum, payable semi-annually in cash in arrears on June 15 and December 15 of each year, beginning on December 15, 2021. The Senior Unsecured Notes mature on October 15, ~~2026.~~2029. On or after ~~October~~June 15, ~~2021,~~2024, the Company may redeem the 2021 Senior Unsecured Notes at its option, in whole or in part, on certain redemption dates and at certain redemption prices specified in the indenture, plus any accrued and unpaid interest. In addition, prior to June 15, 2024, the Company may redeem the 2021 Senior Unsecured Notes at its option, in whole or in part, from time to time, at a redemption price equal to 100% of the principal amount of the notes redeemed, plus an applicable premium specified in the indenture, plus any accrued and unpaid interest. If the Company experiences a change of control, it may be required to offer to repurchase the 2021 Senior Unsecured Notes at a purchase price equal to 101% of their aggregate principal amount plus any accrued and unpaid interest up to, but excluding, the date of such repurchase. The indenture contains customary covenants that, among other things, limit the Company's ability to incur additional debt; pay dividends, redeem stock or make other distributions; enter into certain types of transactions with affiliates; incur liens on assets; make certain restricted payments and investments; engage in certain asset sales, including sale and leaseback transactions; agree to certain restrictions on the ability of restricted subsidiaries to make payments to the Company; and merge, consolidate, transfer or dispose of substantially all assets. Certain of these covenants will be suspended if the 2021 Senior Unsecured Notes are assigned an investment grade rating by Standard & Poor's Rating Services and Moody's Investors Services, Inc. For a copy of the 2021 Senior Unsecured Notes indenture, see Exhibit ~~2.3~~2.4 to this Form 20-F.

119

ensure equal treatment of shareholders in the context of an acquisition of control made other than by way of an offer to all shareholders, and lessen the pressure on shareholders to tender a bid.

~~(the~~ (the “Record Time”) and in respect of each voting share issued by the Company after the Record Time. The Rights traded with, and were represented by, the common shares. Until such time as the Rights would have separated, when they would have become exercisable, Rights certificates would not be distributed to shareholders and no further action would be required by shareholders. If a person, or a group acting jointly or in concert (each, an “Offeror”), acquired beneficial ownership of 20% or more of the then outstanding voting shares (other than pursuant to an exemption available under the 2015 Shareholders Rights Plan), Rights (other than those held by such Offeror, which would have become void) would have separated and permitted the holders thereof to purchase additional shares at a substantial discount to the market price of the shares at that time. Pursuant to the 2015 Shareholders Rights Plan, any bid that met certain criteria intended to protect the interests of all shareholders would be deemed to be a “permitted bid” and would not trigger a separation under the 2015 Shareholders Rights Plan. These criteria required, among other things, that the bid be made by way of a takeover bid circular to all holders of voting shares other than the Offeror, that all shareholders be treated equally and that the bid remain open for acceptance by shareholders for at least 60 days or such longer period as may be prescribed by law as the minimum deposit period.

��

~~the~~ ~~2019 Shareholders Rights Plan~~

•the 2019 Shareholders Rights Plan dated June 6, 2019 with AST Trust Company (Canada) (formerly CST Trust Company). On June 6, 2019, the shareholders approved a resolution to ratify the continued existence of a Shareholders Rights Plan between the Company and AST Trust Company (Canada) (formerly CST Trust Company), as rights agent. At the Annual Meeting of Shareholders of the Company on May 11, 2022, the shareholders will be asked to consider and if deemed advisable to adopt a resolution to approve the continuation of the 2019 Shareholders Rights Plan. The 2019 Shareholders Rights Plan has the same terms as the 2015 Shareholders Rights Plan, including those discussed above, except AST Trust Company (Canada) (formerly CST Trust) is the rights agent and the Record Time is June 6, 2019. ~~For a copy of the 2019 Shareholders Rights Plan, see Exhibit 2.2 to this Form 20-F.~~

~~the~~ ~~Stock Purchase Agreement~~ dated July 17, 2018 among the Company, Glencoe Skydome Holdings L.P. and Polyair. Under this agreement, the Company acquired 100% of the outstanding equity in Polyair, a North American supplier of protective packaging with headquarters in Toronto, Ontario and Chicago, Illinois. The aggregate purchase price of the transaction was approximately $145.0 million. The agreement also includes certain other limited affirmative and negative covenants. For a copy of the ~~Polyair Stock Purchase~~2019 Shareholders Rights Plan, see Exhibit 2.2 to this Form 20-F.

120

A copy of each of the foregoing contracts, except as otherwise noted, are available as Exhibits to this Form 20-F.



			D.			EXCHANGE CONTROLS

Except as provided in the Investment Canada Act (Canada), and the Competition ~~Act (Canada), and/or the Canada Transportation~~ Act (Canada), which have provisions that may potentially restrict the holding of voting shares by non-Canadians, there are no limitations specific to the rights of non-Canadians to hold or vote the Company’s common shares under the laws of Canada or in its charter documents. The following summarizes the principal features of the Investment Canada Act ~~the Competition Act~~ and the ~~Canada Transportation~~Competition Act for non-Canadian residents proposing to acquire the Company’s common shares.



1.			Investment Canada Act


~~(a)~~	~~the acquisition of the Company’s common stock by a person in the ordinary course of that person’s business as a trader or dealer in securities;~~


~~(b)~~	the acquisition of control of the Company in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Canada Act; and


~~(c)~~	the acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of the Company, through ownership of the Company’s common stock, remains unchanged.

(a)the acquisition of the Company’s common stock by a person in the ordinary course of that person’s business as a trader or dealer in securities;

121

These exemptions do not apply to an acquisition of control of a Canadian business that is deemed to be potentially injurious to Canada’s national security.



2.			Competition Act

The Competition Act requires notification to the Commissioner of Competition of specified merger transactions that exceed certain monetary and share thresholds prior to their completion.

If a proposed merger is subject to pre-merger notification, each party to the proposed merger must file a notification with the Commissioner of Competition.



3.	~~Canada Transportation Act~~

If a proposed transaction involves a transportation undertaking and is subject to pre-merger notification to the Commissioner of Competition pursuant to the Competition Act, the parties to the proposed transaction must also provide pre-closing notification to the Minister of Transportation under the Canada Transportation Act. Such transactions require a 42-day waiting period which may be extended.

The parties to a proposed transaction subject to pre-merger notification to the Minister of Transportation may not complete the proposed transaction unless the Minister of Transportation issues a notice of his opinion that the proposed transaction does not raise issues with respect to the public interest as it relates to national transportation, or unless the transaction is approved by the Governor in Council.



			E.			TAXATION

Material Canadian Federal Income Tax Consequences

122

Dividends

Capital Gains

taxable Canadian property of a non-resident holder unless at any time during the 60-month period immediately preceding the disposition of the stock: (i) the non-resident holder, persons with whom the non-resident holder does not deal at arm’s length, partnerships in which the non-resident holder or any person with whom the non-resident holder does not deal at arm’s length holds a membership interest directly or indirectly through one or more partnerships, or the non-resident holder together with such non-arm’s length persons or partnerships owned, or had an interest in an option in respect of, 25% or more of the issued stock of any class or series of the Company’s capital stock; and (ii) more than 50% of the fair market value of the shares of the Company was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, Canadian resource properties (as defined in the Income Tax Act), timber resource properties (as defined in the Income Tax Act), or an option, an interest or right in such property.

Material US Federal Income Tax Consequences

US Holders

As used herein, a “US Holder” means a holder of common shares of the Company who is a citizen or individual resident of the US, a corporation ~~or partnership~~(or other entity treated as a corporation for US federal income tax purposes) created or

123

organized in or under the laws of the US or of any political subdivision thereof, ~~or a trust whose~~an estate the income of which is taxable in the US irrespective of ~~source.~~source, or a trust if a court within the US is able to exercise primary supervision over its administration and one or more U.S. persons (within the meaning of the Code) have authority to control all substantial decisions of the trust or that has a valid election in effect under applicable US Treasury regulations to be treated as a US person.

Distribution on Common Shares of the Company

Holders should consult their own tax advisors regarding the eligibility of such dividends for a reduced rate of tax. To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the US Holder’s adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Preferential tax rates for long-term capital gains are applicable to a US Holder which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a US Holder which is a corporation. Section 1411 of the ~~Internal Revenue~~ Code imposes a 3.8% Medicare surtax on net investment income of certain individuals, estates and trusts. In general, income with respect to Company distributions will be considered investment income for purposes of the surtax.

Foreign Tax Credit

124

Disposition of Common Shares of the Company

ASubject to the PFIC rules discussed below, a US Holder will recognize gain or loss upon the sale of common shares of the Company equal to the difference, if any, between: (i) the amount of cash plus the fair market value of any property received; and (ii) the shareholder’s tax basis in the common shares of the Company. This gain or loss will be capital gain or loss if the common shares are a capital asset in the hands of the US Holder, which will be long-term capital gain or loss if the common shares of the Company are held for more than one year. Preferential tax rates apply to long-term capital gains of US Holders who are individuals, estates or trusts. Section 1411 of the Internal Revenue Code imposes a 3.8% Medicare surtax on net investment income of certain individuals, estates and trusts. In general, capital gain or loss recognized upon the sale of common shares of the Company will be considered investment income for purposes of the surtax.

~~Other Considerations~~

~~In the following circumstances, the above sections of this discussion may not describe the US federal income tax consequences resulting from the holding and disposition of common shares:~~

Passive Foreign Investment Company

Information Reporting and Backup Withholding

125



			F.			DIVIDENDS AND PAYING AGENTS

Not Applicable.



			G.			STATEMENT BY EXPERTS

Not Applicable.



			H.			DOCUMENTS ON DISPLAY

The documents referred to in this Form 20-F may be viewed at the Company’s office located at 100 Paramount Drive, Suite 300, Sarasota, Florida 34232.



			I.			SUBSIDIARY INFORMATION

Not Applicable.



Item 11:			Quantitative and Qualitative Disclosures About Market Risk

Information for this Item is set forth in Note 24 to the ~~2019~~2021 audited consolidated financial statements under Item 18.



Item 12:			Description of Securities Other than Equity Securities



			A.			Debt Securities

Not Applicable.



			B.			Warrants and Rights

Not Applicable.



			C.			Other Securities

Not Applicable.



			D.			American Depositary Shares

None.

PART II

Item 13:Defaults, Dividend Arrearages and Delinquencies

None.

126

Item 14:Material Modifications to the Rights of Security Holders and Use of Proceeds

None.


~~Item 13:~~			~~Defaults, Dividend Arrearages and Delinquencies~~

~~None.~~


~~Item 14:~~	~~Material Modifications to the Rights of Security Holders and Use of Proceeds~~

~~None.~~



Item 15:	Controls and Procedures

(a) Disclosure Controls and Procedures. the Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) designed to ensure not only that information required to be disclosed in its reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, but also that information required to be disclosed by the Company is accumulated and communicated to management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The CEO and CFO of the Company conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of December 31, ~~2019.~~2021. They concluded based on such evaluation that the Company’s disclosure controls and procedures were effective.

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2019~~2021 based on the criteria established in the “2013 Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Management has concluded that the Company’s internal control over financial reporting was effective as of December 31, ~~2019~~2021 based on those criteria.

The Company’s internal control over financial reporting as of December 31, ~~2019~~2021 has been audited by Raymond Chabot Grant Thornton LLP, the Company’s external independent registered public accounting firm, as stated in its report which follows.

(c) Attestation Report of Raymond Chabot Grant Thornton LLP. The Company’s independent auditors, Raymond Chabot Grant Thornton LLP, audited the annual consolidated financial statements included in this annual report and audited the Company’s internal control over financial reporting as of December 31, ~~2019~~2021 and included in the consolidated financial statements referenced in Item 18 of this Form 20-F its report on the Company’s internal control over financial reporting.

(d) Changes in Internal Control Over Financial Reporting. There have been no changes in the Company’s internal control over financial reporting that occurred during ~~2019~~2021 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

127

Item 16:[RESERVED]


~~Item 16:~~	~~[RESERVED]~~



			Item 16A:			Audit Committee Financial Expert

The Board of Directors of the Company has determined that it has at least ~~one~~two audit committee financial ~~expert~~experts serving on its audit committee. Mr. Chris R. Cawston, having over 18 years of experience in accounting and finance, and Mr. Frank Di Tomaso, having over 45 years of experience in accounting and auditing, and having the attributes set forth in Paragraph 16A(b) of the General Instructions to Form 20-F, ~~has~~have been determined to be an audit committee financial ~~expert.~~experts. Further, Mr. Cawston and Mr. Di Tomaso isare “independent” as that term is defined by the TSX and Sarbanes-Oxley Act.



			Item 16B:			Code of Ethics



			Item 16C:			Principal Accountant Fees and Services


	2021	2020
	$CDN	$CDN
Audit Fees	1,156,000	993,500
Audit-Related Fees	153,909	125,325
Tax Fees	51,970	45,893
Total Fees	1,361,879	1,164,718

2019 2018
$CDN $CDN
Audit Fees 961,000 803,000
Audit-Related Fees 117,900 273,800
Tax Fees 278,828 201,365
Total Fees 1,357,728 1,278,165

(c) Tax Fees. Tax fees were for ~~tax compliance, tax advice and tax planning. These services included~~ the preparation of the Canadian subsidiaries’ income tax returns and assistance with questions ~~regarding tax audits from the various taxation authorities~~ in ~~Canada~~2021 and ~~tax planning relating to common forms of domestic and international taxation.~~2020.

(d) All Other Fees. The Company paid no other fees for services provided other than audit fees, audit-related fees and tax fees in ~~2018~~2020 and ~~2019~~2021 as described above.

128

be presented separately to the Audit Committee for pre-approval. The charter states that this responsibility cannot be delegated to management of the Company in any way whatsoever.

All fees presented in the table above were pre-approved in compliance with the Audit Committee policy.



			Item 16D:			Exemptions from the Listing Standards for Audit Committee

Not Applicable.



			Item 16E:			Purchase of Equity Securities by the Issuer and Affiliated Purchasers

On July 23, ~~2019,~~2021, the Company renewed its NCIB, under which it is permitted to repurchase for cancellation up to 4,000,000 common shares of the Company at prevailing market prices during the twelve-month period ending July 22, ~~2020.~~2022. As of December 31, ~~2019,~~2021, and March ~~12, 2020,~~11, 2022, 4,000,000 shares remained available for repurchase under the NCIB. In light of the Acquisition, the Company will not be repurchasing shares under the NCIB. The Company's previous ~~NCIBs,~~NCIB, which allowed repurchases for cancellation up to 4,000,000 common shares, expired on July 22, ~~2019.~~2021. During the year ended December 31, ~~2019,~~2021, the Company did not purchase any of its issued and outstanding common shares pursuant to any repurchase program or otherwise.



			Item 16F:			Change in Registrant’s Certifying Accountant

Not Applicable.



			Item 16G:			Corporate Governance

Not Applicable.



			Item 16H:			Mine Safety Disclosure

Not Applicable.

Item 16I: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

PART III

Item 17:Financial Statements

Not Applicable.


Item ~~17:~~18:			Financial Statements

~~Not Applicable.~~



~~Item 18:~~	~~Financial Statements~~

The consolidated financial statements required under Item 18 of this Form 20-F are attached hereto as Exhibit “A”.

129


~~Item 19:~~	~~Exhibits~~

Item 19:Exhibits

The ~~Consolidated Financial Statements~~consolidated financial statements and the following exhibits are filed as part of this Annual Report on Form 20-F and are incorporated herein by reference.



			A.			Consolidated Financial Statements

•Management’s Responsibility for Consolidated Financial Statements

•Management’s Report on Internal Control over Financial Reporting

•Report of Independent Registered Public Accounting Firm

•Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

•Consolidated Financial Statements for the years ended December 31, ~~2019, 2018~~2021, 2020 and ~~2017~~2019

◦Consolidated Earnings

◦Consolidated Comprehensive Income

◦Consolidated Changes in Equity

◦Consolidated Cash Flows

◦Consolidated Balance Sheets

◦Notes to Consolidated Financial Statements


			B.			Exhibits:


1.1			Articles of Amalgamation as amended incorporated herein by reference to Exhibit 3.3 to S-4 filed October 26, 2004, File No. 333-119982-26.

1.2			General By-law 2003-1 incorporated herein by reference to Exhibit 3.4 to S-4 filed October 26, 2004, File No. 333-119982-26.

1.3			By-Law 2015-1, filed under 6-K on December 1, 2015, Film No. 151262916.

2.1			2015 Shareholder Rights Plan Agreement with CST Trust Company, dated December 14, 2015, and ratified and approved by Shareholders on June 9, 2016, filed under 6-K on December 14, 2015, Film No. 151286632.

2.2			2019 Shareholder Rights Plan Agreement with AST Trust Company (Canada) as rights agent, dated June 6, 2019, and ratified and approved by Shareholders on June 6, 2019, filed under 6-K on June 11, 2019, Film No. 19889959.

2.3			Indenture, dated as of October 15, 2018 , filed under 6-K on October 15, 2018, Film No. 181122845.



2.4			Indenture, dated as of June 8, 2021, filed under 6-K on June 8, 2021, Film No. 211002481.

4.1			Description of Company's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 filed under 20-F on March 25, 2020, Film No. 20739967.

4.2			Amended Executive Stock Option Plan incorporated herein by reference to S-8 filed November 7, 2012, File No. 333-184797. Executive Stock Option Plan (as amended and consolidated to June 11, 2014) filed under 6-K on June 18, 2014, Film No. 14928713.

4.3			Stock Appreciation Rights Plan, as amended, filed under 20-F on March 31, 2016, Film No. 161541654.

4.4			Amended and Restated Deferred Share Unit Plan ,filed under 20-F on March 26 , 20 21 , Film No. 21774767.

4.5			Amended and Restated Performance and Restricted Share Unit Plan, filed under 20-F on March 25, 2020, Film No. 20739967.





4.6			Credit Agreement filed under 6-K on June 19, 2018, Film No. 18906246. Amendment No. 1 to Credit Agreement and Limited Consent filed under 6-K on July 25, 2019, Film No. 19972669.

4.7			2019 Executive Stock Option Plan, filed under 20-F on March 28, 2019, Film No. 19709932.

130


4.8			Amendment No. 2 to Credit Agreement filed under 6-K on June 14, 2021, Film No. 211015583.

4.9			Arrangement Agreement by and between Intertape Polymer Group Inc. and 1351693 B.C. Ltd., an affiliate of Clearlake Capital Group, L.P., dated March 7, 2022, filed under 6-K on March 10, 2022, Film No. 22726931.
4.10			Form of Voting Agreement with 1351693 B.C. Ltd., dated March 7, 2022, filed under 6-K on March 10, 2022, Film No. 22726931.
8.1			A list of all of the Company’s significant subsidiaries is set forth in Item 4C of this Form 20-F.

10.1			During 2020, the Company was not required to send its directors and executive officers notices pursuant to Rule 104 of Regulation BTR concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR. The Company’s blackout periods are regularly scheduled and a description of such periods, including their frequency and duration and plan transactions to be suspended or affected are included in the documents under which the Company’s plans operate and is disclosed to employees before enrollment or within thirty (30) days thereafter.

12.1			Certification of the Chief Executive Officer required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a)).

12.2			Certification of the Chief Financial Officer required by Rule 13a-14(a) (17 CFR 240.13a-14(a) or Rule 15d-14(a) (17 CFR 240.15d-14(a)).

13.1			Certification of the Chief Executive Officer required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).

13.2			Certification of the Chief Financial Officer required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).

15.1			Consent of Independent Registered Public Accounting Firm.

15.2			Human Resources and Compensation Committee Charter, as amended.

15.3			Audit Committee Charter, as amended filed under 20-F on March 25, 2020, Film No. 20739967.

15.4			Nominating Committee Charter, as amended filed under 20-F on March 26, 2021, Film No. 21774767.

15.5			Executive Committee Charter, as amended, filed under 20-F on March 25, 2020, Film No. 20739967.

15.6			Human Rights Policy Statement, as amended, filed under 20-F on March 25, 2020, Film No. 20739967.

15.7			Environmental, Social & Governance Committee Charter filed under 20-F on March 26, 2021, Film No. 21774767.

131

SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

Intertape Polymer Group Inc.

By: /s/ Gregory A.C. Yull

Gregory A.C. Yull, Chief Executive Officer

Dated March 31, 2022

132

Intertape Polymer Group Inc.

Consolidated Financial Statements

December 31, 2021, 2020 and 2019


Management’s Responsibility for Consolidated Financial Statements			2

Management’s Report on Internal Control over Financial Reporting			3

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 1232)			4 to 6

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting			7 to 8

Consolidated Financial Statements

Consolidated Earnings			9

Consolidated Comprehensive Income			10

Consolidated Changes in Equity			11 to 13

Consolidated Cash Flows			14 to 15

Consolidated Balance Sheets			16

Notes to Consolidated Financial Statements			17 to 93

Management’s Responsibility for Consolidated Financial Statements

The consolidated financial statements of Intertape Polymer Group Inc. (the “Company”) and other financial information are the responsibility of the Company’s management and have been examined and approved by its Board of Directors. These consolidated financial statements have been prepared by management in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and include some amounts that are based on management’s best estimates and judgments. The selection of accounting principles and methods is management’s responsibility.

Management is responsible for the design, establishment and maintenance of appropriate internal control and procedures over financial reporting, to ensure that financial statements for external purposes are fairly presented in conformity with IFRS. Pursuant to these internal controls and procedures, processes have been designed to ensure that the Company’s transactions are properly authorized, the Company’s assets are safeguarded against unauthorized or improper use, and the Company’s transactions are properly recorded and reported to permit the preparation of the Company’s consolidated financial statements in conformity with IFRS.

Management recognizes its responsibility for conducting the Company’s affairs in a manner to comply with the requirements of applicable laws and for maintaining proper standards of conduct in its activities.

The Audit Committee, all of whose members are independent directors, is involved in the review of the consolidated financial statements and other financial information.

The Audit Committee’s role is to examine the consolidated financial statements and annual report and once approved, recommend that the Board of Directors approve them, examine internal control over financial reporting and information protection systems and all other matters relating to the Company’s accounting and finances. In order to do so, the Audit Committee meets periodically with the external auditor to review its audit plan and discuss the results of its examinations. The Audit Committee is also responsible for recommending the nomination of the external auditor.

The Company’s external independent registered public accounting firm, Raymond Chabot Grant Thornton LLP, was appointed by the Shareholders at the Annual Meeting of Shareholders on May 12, 2021 to conduct the integrated audit of the Company’s consolidated financial statements, and the Company’s internal control over financial reporting. Its reports indicating the scope of its audits and its opinions on the consolidated financial statements and the Company’s internal control over financial reporting follow.

/s/ Gregory A.C. Yull

Gregory A.C. Yull

President and Chief Executive Officer

/s/ Jeffrey Crystal

Jeffrey Crystal

Chief Financial Officer

Sarasota, Florida and Montreal, Quebec

March 10, 2022

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting as well as the preparation of consolidated financial statements for external reporting purposes in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.

Management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021 based on those criteria.

/s/ Gregory A.C. Yull

Gregory A.C. Yull

President and Chief Executive Officer

/s/ Jeffrey Crystal

Jeffrey Crystal

Chief Financial Officer

Sarasota, Florida and Montreal, Quebec

March 10, 2022




Report of Independent Registered
Public Accounting Firm


To the Shareholders and Directors of
Intertape Polymer Group Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Intertape Polymer Group Inc. (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of earnings, comprehensive income, changes in equity and cash flows, for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 10, 2022 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

Basis for opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the Company’s Audit Committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of the recoverability of the carrying value of goodwill and indefinite-lived intangible assets

As described in Note 13 to the financial statements, the Company evaluates the recoverability of the carrying value of goodwill and indefinite-lived intangible assets annually or when events or changes in circumstances indicate a potential impairment has occurred.

The Company exercises significant judgment in determining the recoverability of the carrying values split by cash-generating units (CGUs), which the Company has identified as the tapes, films and protective packaging CGU, the engineered coated products CGU, the Nortech CGU and another CGU. In assessing the recoverability, the Company compares the carrying value to the recoverable amount based on the value in use, which is based on discounted cash flows for each CGU, which includes significant management judgment, including projected cash flows, growth rate and discount rate. We identified evaluation of the recoverability of the carrying values of goodwill and indefinite-lived intangible assets as a critical audit matter.

The principal considerations for our determination that evaluation of the recoverability of the carrying values of goodwill and indefinite-lived intangible assets is a critical audit matter are the high level of auditor’s judgment and effort required in performing the audit procedures to evaluate management’s estimates and assumptions mentioned above, which include the use of professionals with specialized skills in valuation.

Our audit procedures related to the Company’s determination of their CGUs recoverable amounts included the following, among others:

–We tested the effectiveness of internal controls related to goodwill and indefinite lived intangible assets, including controls over the determination of value in use, such as management’s judgment in determining projected cash flows, growth rate and discount rate;

–We evaluated the reasonableness of the Company’s discounted cash flows by comparing projections to:

•historical values;

•industry data;

•current communicated business plans and approved budget;

–We used valuation specialists in evaluating the reasonableness of the valuation model used by the Company, including the assumptions such as growth rates and discount rates;

–We tested the completeness and accuracy of the underlying data used in the Company’s valuation model;

–We performed a sensitivity analysis on significant management assumptions used in the valuation model.

We have served as the Company’s auditor since 1981.

Raymond Chabot Grant Thornton LLP

Montréal, Canada

March 10, 2022




Report of Independent Registered
Public Accounting Firm on Internal
Control over Financial Reporting


To the Shareholders and Directors of
Intertape Polymer Group Inc.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Intertape Polymer Group Inc. (the "Company") as of December 31, 2021, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in the 2013 Internal Control-Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements of the Company as of December 31, 2021 and 2020 and for each of the three years in the period ended December 31, 2021 and our report dated March 10, 2022 expressed an unqualified opinion on those consolidated financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting ("Management's Report"). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Raymond Chabot Grant Thornton LLP

Montréal, Canada

March 10, 2022

Intertape Polymer Group Inc.

~~Consolidated Earnings~~

~~Consolidated Comprehensive Income~~

~~Consolidated Changes in Equity~~

~~Consolidated Cash Flows~~

~~Consolidated Balance Sheets~~

~~Notes to~~ Consolidated Financial Statements

December 31, 2021, 2020 and 2019


Management’s Responsibility for Consolidated Financial Statements			2

Management’s Report on Internal Control over Financial Reporting			3

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 1232)			4 to 6

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting			7 to 8

Consolidated Financial Statements

B.Consolidated Earnings			~~Exhibits:~~ 9

Consolidated Comprehensive Income			10

Consolidated Changes in Equity			11 to 13

Consolidated Cash Flows			14 to 15

Consolidated Balance Sheets			16

Notes to Consolidated Financial Statements			17 to 93

Management’s Responsibility for Consolidated Financial Statements

The Audit Committee, all of whose members are independent directors, is involved in the review of the consolidated financial statements and other financial information.

/s/ Gregory A.C. Yull

Gregory A.C. Yull

President and Chief Executive Officer

/s/ Jeffrey Crystal

Jeffrey Crystal

Chief Financial Officer

Sarasota, Florida and Montreal, Quebec

March 10, 2022

Management’s Report on Internal Control over Financial Reporting

Management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021 based on those criteria.

/s/ Gregory A.C. Yull

Gregory A.C. Yull

President and Chief Executive Officer

/s/ Jeffrey Crystal

Jeffrey Crystal

Chief Financial Officer

Sarasota, Florida and Montreal, Quebec

March 10, 2022



~~1.1~~		~~Articles of Amalgamation as amended incorporated herein by reference to Exhibit 3.3 to S-4 filed October 26, 2004, File No. 333-119982-26.~~

~~1.2~~	~~General By-law 2003-1 incorporated herein by reference to Exhibit 3.4 to S-4 filed October 26, 2004, File No. 333-119982-26.~~

~~1.3~~	~~By-Law 2015-1, filed under 6-K on December 1, 2015, Film No. 151262916.~~

~~2.1~~	~~2015 Shareholder Rights Plan Agreement with CST Trust Company, dated December 14, 2015, and ratified and approved by Shareholders on June 9, 2016~~, ~~filed under 6-K on December 14, 2015, Film No. 151286632.~~

~~2.2~~	2019 Shareholder Rights Plan Agreement with AST Trust Company (Canada) as rights agent, dated June 6, 2019, and ratified and approved by Shareholders on June 6, 2019, filed under 6-K on June 11, 2019, Film No. 19889959.

~~2.3~~	~~Indenture, dated as of October 15, 2018, among the Company, certain guarantors, and Regions Bank, as Trustee, filed under 6-K on October 15, 2018, Film No. 181122845.~~

~~4.1~~	~~Description of Company's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.~~

~~4.2~~	Amended Executive Stock Option Plan incorporated herein by reference to S-8 filed November 7, 2012, File No. 333-184797. Executive Stock Option Plan (as amended and consolidated to June 11, 2014) filed under 6-K on June 18, 2014, Film No. 14928713.

~~4.3~~	~~Stock Appreciation Rights Plan, as amended, filed under 20-F on March 31, 2016, Film No. 161541654.~~

~~4.4~~	~~Amended and Restated Deferred Share Unit Plan~~.

~~4.5~~	~~Amended and Restated Performance and Restricted Share Unit Plan~~.

~~4.6~~	~~Credit Agreement filed under 6-K on June 19, 2018, Film No. 18906246~~. ~~Amendment No. 1 to Credit Agreement and Limited Consent filed under 6-K on July 25, 2019, Film No. 19972669~~.

~~4.7~~	~~Polyair Stock Purchase Agreement, filed under 20-F on March 28, 2019, Film No. 19709932.~~

~~4.8~~	~~2019 Executive Stock Option Plan, filed under 20-F on March 28, 2019, Film No. 19709932.~~

~~8.1~~	~~A list of all of the Company’s significant subsidiaries is set forth in Item 4C of this Form 20-F.~~

~~10.1~~	During 2019, the Company was not required to send its directors and executive officers notices pursuant to Rule 104 of Regulation BTR concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR. The Company’s blackout periods are regularly scheduled and a description of such periods, including their frequency and duration and plan transactions to be suspended or affected are included in the documents under which the Company’s plans operate and is disclosed to employees before enrollment or within thirty (30) days thereafter.

~~12.1~~	~~Certification of the Chief Executive Officer required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a)).~~

~~12.2~~	~~Certification of the Chief Financial Officer required by Rule 13a-14(a) (17 CFR 240.13a-14(a) or Rule 15d-14(a) (17 CFR 240.15d-14(a)).~~

~~13.1~~	Certification of the Chief Executive Officer required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).

~~13.2~~	Certification of the Chief Financial Officer required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).

~~15.1~~	~~Consent~~Report of Independent Registered
Public Accounting ~~Firm.~~Firm

~~15.2~~		~~Human Resources and Compensation Committee Charter, as amended.~~
To the Shareholders and Directors of
~~15.3~~Intertape Polymer Group Inc.		~~Audit Committee Charter, as amended.~~

Opinion on the financial statements

Basis for opinion

Critical audit matter

Evaluation of the recoverability of the carrying value of goodwill and indefinite-lived intangible assets

Our audit procedures related to the Company’s determination of their CGUs recoverable amounts included the following, among others:

–We evaluated the reasonableness of the Company’s discounted cash flows by comparing projections to:

•historical values;

•industry data;

•current communicated business plans and approved budget;

–We used valuation specialists in evaluating the reasonableness of the valuation model used by the Company, including the assumptions such as growth rates and discount rates;

–We tested the completeness and accuracy of the underlying data used in the Company’s valuation model;

–We performed a sensitivity analysis on significant management assumptions used in the valuation model.

We have served as the Company’s auditor since 1981.

Raymond Chabot Grant Thornton LLP

Montréal, Canada

March 10, 2022


~~15.4~~			~~Corporate Governance and Nominating Committee Charter, as amended.~~

~~15.5~~Report of Independent Registered			~~Executive Committee Charter, as amended.~~
Public Accounting Firm on Internal
~~15.6~~Control over Financial Reporting			~~Human Rights Policy Statement, as amended.~~


To the Shareholders and Directors of
Intertape Polymer Group Inc.

~~SIGNATURES~~Opinion on internal control over financial reporting

Basis for opinion

The ~~Registrant hereby certifies that it meets all~~Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the ~~requirements~~effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting ("Management's Report"). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and that ~~it has duly caused~~receipts and ~~authorized~~expenditures of the ~~undersigned~~company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to ~~sign this Annual Report on its behalf.~~future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Raymond Chabot Grant Thornton LLP

Montréal, Canada

March 10, 2022

Intertape Polymer Group Inc.

~~By:~~ ~~/s/ Gregory A.C. Yull~~

~~Gregory A.C. Yull, Chief Executive Officer~~

~~Dated March 25, 2020~~

~~120~~

~~Intertape Polymer Group Inc.~~

Consolidated Financial Statements

December 31, ~~2019, 2018~~2021, 2020 and ~~2017~~2019



Management’s Responsibility for Consolidated Financial Statements		2

Management’s Report on Internal Control over Financial Reporting		3

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 1232)		4 to 6

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting		7 to 8

Consolidated Financial Statements

Consolidated ~~Financial Statements~~

~~Consolidated~~ Earnings	9

Consolidated Comprehensive Income		10

Consolidated Changes in Equity		11 to 13

Consolidated Cash Flows		14 to 15

Consolidated Balance Sheets		1516

Notes to Consolidated Financial Statements		1617 to 9293

Management’s Responsibility for Consolidated Financial Statements

The Audit Committee, all of whose members are independent directors, is involved in the review of the consolidated financial statements and other financial information.

The Company’s external independent registered public accounting firm, Raymond Chabot Grant Thornton LLP, was appointed by the Shareholders at the Annual Meeting of Shareholders on ~~June 6, 2019~~May 12, 2021 to conduct the integrated audit of the Company’s consolidated financial statements, and the Company’s internal control over financial reporting. Its reports indicating the scope of its audits and its opinions on the consolidated financial statements and the Company’s internal control over financial reporting follow.

/s/ Gregory A.C. Yull

Gregory A.C. Yull

President and Chief Executive Officer

/s/ Jeffrey Crystal

Jeffrey Crystal

Chief Financial Officer

Sarasota, Florida and Montreal, Quebec

March ~~12, 2020~~10, 2022

Management’s Report on Internal Control over Financial Reporting

Management has concluded that the Company’s internal control over financial reporting was effective as of December 31, ~~2019~~2021 based on those criteria.

/s/ Gregory A.C. Yull

Gregory A.C. Yull

President and Chief Executive Officer

/s/ Jeffrey Crystal

Jeffrey Crystal

Chief Financial Officer

Sarasota, Florida and Montreal, Quebec

March ~~12, 2020~~

10, 2022





Report of Independent Registered
Public Accounting Firm


To the Shareholders and Directors of
Intertape Polymer Group Inc.

Opinion on the ~~Consolidated Financial Statements~~financial statements

We have audited the accompanying consolidated balance sheets of Intertape Polymer Group Inc. (the ~~“Company”~~"Company") as of December 31, ~~2019~~2021 and ~~2018,~~2020, the related consolidated statements of earnings, comprehensive income, changes in equity and cash flows, for each of the three years in the period ended December 31, ~~2019,~~2021, and the related notes (collectively referred to as the ~~“consolidated financial statements”~~"financial statements"). In our opinion, the ~~consolidated~~ financial statements present fairly, in all material respects, the ~~consolidated~~ financial position of the Company as of December 31, ~~2019~~2021 and ~~2018,~~2020, and the results of its ~~consolidated~~ operations and its ~~consolidated~~ cash flows for each of the three years in the period ended December 31, ~~2019,~~2021, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ~~(“PCAOB”)~~(PCAOB), the ~~Company’s~~Company's internal control over financial reporting as of December 31, ~~2019,~~2021, based on criteria established in the 2013 Internal Control -– Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March ~~12, 2020~~10, 2022 expressed an unqualified opinion on the effectiveness of the ~~Company’s~~Company's internal control over financial reporting.

~~Adoption of New Accounting Standard~~

~~As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases in 2019 due to the adoption of IFRS 16 -~~ ~~Leases~~.

Basis for ~~Opinion~~opinion

These ~~consolidated~~ financial statements are the responsibility of the ~~Company’s~~Company's management. Our responsibility is to express an opinion on the Company’s ~~consolidated~~ financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ~~consolidated~~ financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the ~~consolidated~~ financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence ~~supporting~~regarding the amounts and disclosures in the ~~consolidated~~ financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the ~~consolidated~~ financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical ~~Audit Matter~~audit matter

The critical audit matter communicated below is a matter arising from the current-period audit of the ~~consolidated~~ financial statements that was communicated or required to be communicated to the Company’s Audit Committee and that: (1) ~~relate~~relates to accounts or disclosures that are material to the ~~consolidated~~ financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the ~~consolidated~~ financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of the recoverability of the carrying value of goodwill and indefinite-lived intangible assets

As described in Note 13 to the ~~consolidated~~ financial statements, the Company evaluates the recoverability of the carrying value of goodwill and indefinite-lived intangible assets annually or when events or changes in circumstances indicate a potential impairment has occurred.

The Company exercises significant judgment in determining the recoverability of the carrying values split by cash-generating units (CGUs), which the Company has identified as the tapes, films and ~~films~~protective packaging CGU, the engineered coated products CGU, the Nortech CGU and ~~the Fibope~~another CGU. In assessing the recoverability, the Company compares the carrying value to the recoverable amount based on the value in use, which is based on discounted cash flows for each CGU, which includes significant management judgment, including projected cash flows, growth rate and discount rate. We identified evaluation of the recoverability of the carrying values of goodwill and indefinite-lived intangible assets as a critical audit matter.

Our audit procedures related to the Company’s determination of their CGUs recoverable amounts included the following, among others:

–We evaluated the reasonableness of the Company’s discounted cash flows by comparing projections to:

•~~Historical~~historical values;

•industry data;

•~~Industry data;~~

•~~Current~~current communicated business plans and approved ~~budget.~~budget;

–We used valuation specialists in evaluating the reasonableness of the valuation model used by the Company, including the assumptions such as growth rates and discount ~~rates.~~rates;

–We tested the completeness and accuracy of the underlying data used in the Company’s valuation ~~model.~~model;

–We performed a sensitivity analysis on significant management assumptions used in the valuation model.

We have served as the Company’s auditor since 1981.

~~Montreal,~~Raymond Chabot Grant Thornton LLP

Montréal, Canada

March ~~12, 2020~~

¹ ~~CPA auditor, CA, public accountancy permit No. A121855~~10, 2022





Report of Independent Registered
Public Accounting Firm on Internal
Control over Financial Reporting


To the Shareholders and Directors of
Intertape Polymer Group Inc.

Opinion on ~~Internal Control~~internal control over ~~Financial Reporting~~financial reporting

We have audited the internal control over financial reporting of Intertape Polymer Group Inc. (the ~~“Company”~~"Company") as of December 31, ~~2019,~~2021, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2019,~~2021, based on criteria established in the 2013 Internal Control-Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ~~(“PCAOB”)~~(PCAOB), the consolidated financial statements of the Company as of December 31, ~~2019~~2021 and ~~2018~~2020 and for each of the three years in the period ended December 31, ~~2019~~2021 and our report dated March ~~12, 2020~~10, 2022 expressed an unqualified opinion on those consolidated financial statements.

Basis for ~~Opinion~~opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting ("Management's Report"). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the USU.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Definition and ~~Limitations~~limitations of ~~Internal Control~~internal control over ~~Financial Reporting~~financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of ~~consolidated~~ financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of ~~consolidated~~ financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

~~Montreal,~~

Raymond Chabot Grant Thornton LLP

Montréal, Canada

March ~~12, 2020~~

¹ ~~CPA auditor, CA, public accountancy permit No. A121855~~10, 2022

Intertape Polymer Group Inc.

Consolidated Earnings

Years ended December 31, ~~2019, 2018~~2021, 2020 and ~~2017~~2019

(In thousands of US dollars, except per share amounts)


	2019		2018		2017			2021	2020	2019
	$		$		$			$	$	$
Revenue (Note 21)	1,158,519		1,053,019		898,126		Revenue (Note 21)	1,531,469	1,213,028	1,158,519
Cost of sales	911,644		834,136		696,719		Cost of sales	1,191,495	924,244	911,644
Gross profit	246,875		218,883		201,407		Gross profit	339,974	288,784	246,875
Selling, general and administrative expenses	136,674		122,466		107,592		Selling, general and administrative expenses	177,139	157,486	136,674
Research expenses	12,527		12,024		11,601		Research expenses	11,882	11,196	12,527
	149,201		134,490		119,193			189,021	168,682	149,201
Operating profit before manufacturing facility closures, restructuring and other related charges	97,674		84,393		82,214		Operating profit before manufacturing facility closures, restructuring and other related charges	150,953	120,102	97,674
Manufacturing facility closures, restructuring and other related charges (Note 4)	5,136		7,060		1,359		Manufacturing facility closures, restructuring and other related charges (Note 4)	—	4,328	5,136
Operating profit	92,538		77,333		80,855		Operating profit	150,953	115,774	92,538
Finance costs (income) (Note 3)							Finance costs (income) (Note 3)
Interest	31,690		17,072		7,246		Interest	27,676	29,436	31,690
Other expense (income), net	3,314		3,810		(3,398	)	Other expense (income), net	29,208	(6,238)	3,314
	35,004		20,882		3,848			56,884	23,198	35,004
Earnings before income tax expense	57,534		56,451		77,007		Earnings before income tax expense	94,069	92,576	57,534
Income tax expense (benefit) (Note 5)							Income tax expense (benefit) (Note 5)
Current	17,195		934		6,635		Current	22,113	25,595	17,195
Deferred	(885	)	8,868		6,414		Deferred	1,951	(6,474)	(885)
	16,310		9,802		13,049			24,064	19,121	16,310
Net earnings	41,224		46,649		63,958		Net earnings	70,005	73,455	41,224

Net earnings (loss) attributable to:
Net earnings attributable to:							Net earnings attributable to:
Company shareholders	41,216		46,753		64,224		Company shareholders	67,813	72,670	41,216
Non-controlling interests	8		(104	)	(266	)	Non-controlling interests	2,192	785	8
	41,224		46,649		63,958			70,005	73,455	41,224

Earnings per share attributable to Company shareholders (Note 6)							Earnings per share attributable to Company shareholders (Note 6)
Basic	0.70		0.79		1.09		Basic	1.15	1.23	0.70
Diluted	0.70		0.79		1.08		Diluted	1.12	1.22	0.70

The accompanying notes are an integral part of the consolidated financial statements and Note 3 presents additional information on consolidated earnings.

Intertape Polymer Group Inc.

Consolidated Comprehensive Income

Years ended December 31, ~~2019, 2018~~2021, 2020 and ~~2017~~2019

(In thousands of US dollars)


	2021	2020	2019
	$	$	$
Net earnings	70,005	73,455	41,224
Other comprehensive income (loss)
Change in fair value of interest rate swap agreements designated as cash flow hedges (1) (Note 24)	1,806	(2,027)	(3,057)
Reclassification adjustments for amounts recognized in earnings related to interest rate swap agreements (Note 24)	—	—	(503)
Change in cumulative translation adjustments (2)	5,212	(3,028)	(7,798)
Net (loss) gain arising from hedge of a net investment in foreign operations (3) (Note 24)	(11,012)	5,724	10,235
Items that will be reclassified subsequently to net earnings	(3,994)	669	(1,123)
Remeasurement of defined benefit liability (4) (Note 20)	3,939	(480)	589
Items that will not be reclassified subsequently to net earnings	3,939	(480)	589
Other comprehensive (loss) income	(55)	189	(534)
Comprehensive income for the year	69,950	73,644	40,690
Comprehensive income (loss) for the year attributable to:
Company shareholders	67,889	73,006	40,783
Non-controlling interests	2,061	638	(93)
	69,950	73,644	40,690

2019 2018 2017
$ $ $
Net earnings 41,224
46,649
63,958
Other comprehensive (loss) income
Change in fair value of interest rate swap agreements designated as cash flow hedges ⁽¹⁾ (Note 24)
(3,057 ) 1,433
1,608
Reclassification adjustments for amounts recognized in earnings related to interest rate swap agreements (Note 24) (503 ) (531 ) —
Deferred tax benefit due to enactment of US tax reform legislation (Note 5) —
—
116
Change in cumulative translation adjustments (7,798 ) (153 ) 4,734
Net gain (loss) arising from hedge of a net investment in foreign operations ⁽²⁾ (Note 24)
10,235
(9,421 ) —
Items that will be reclassified subsequently to net earnings (1,123 ) (8,672 ) 6,458
Remeasurement of defined benefit liability ⁽³⁾ (Note 20)
589
2,286
89
Deferred tax expense due to enactment of US tax reform legislation (Note 5) —
—
(714 )
Items that will not be reclassified subsequently to net earnings 589
2,286
(625 )
Other comprehensive (loss) income (534 ) (6,386 ) 5,833
Comprehensive income for the year 40,690
40,263
69,791
Comprehensive income (loss) for the year attributable to:
Company shareholders 40,783
40,828
69,777
Non-controlling interests (93 ) (565 ) 14
40,690
40,263
69,791

(1)Presented net of deferred income tax expense (benefit) of $577 in 2021, ($658) in 2020 and ($359) in 2019.


⁽¹⁾ (2)Presented net of deferred income tax expense of $281 in 2020 (nil in 2021 and 2019). (3)Presented net of deferred income tax expense of $1,589 in 2021, $764 in 2020 and $45 in 2019. (4)Presented net of deferred income tax expense (benefit) of $1,366 in 2021, ($216) in 2020, and $173 in 2019.	~~Presented net of deferred income tax (benefit) expense of ($359) in 2019, ($463) in 2018 and $750 in 2017.~~


⁽²⁾	~~Presented net of deferred income tax expense of $45 in 2019, nil in 2018 and 2017.~~


⁽³⁾	~~Presented net of deferred income tax expense of $173 in 2019, $730 in 2018, and $213 in 2017.~~

The accompanying notes are an integral part of the consolidated financial statements.

~~Intertape Polymer Group Inc.~~

~~Consolidated Changes in Equity~~

~~Year ended December 31, 2017~~

~~(In thousands of US dollars, except for number of common shares)~~

Capital stock Accumulated other comprehensive loss
Number Amount Contributed
surplus Cumulative
translation
adjustment
account Reserve for
cash flow
hedges Total Deficit Total equity
attributable
to Company
shareholders Non-
controlling
interest Total
equity
$ $ $ $ $ $ $ $ $
Balance as of December 31, 2016 59,060,335 351,203
29,585
(19,511 ) (136 ) (19,647 ) (124,605 ) 236,536
6,407
242,943
Transactions with owners
Exercise of stock options (Note 18) 226,875 1,362
1,362
1,362
Change in excess tax benefit on exercised share-based awards (Note 5) 597
(597 ) —
—
Change in excess tax benefit on outstanding share-based awards (Note 5) (3,135 ) (3,135 ) (3,135 )
Share-based compensation (Note 18) (7,828 ) (4,183 )
⁽⁶⁾
(12,011 ) (12,011 )
Share-based compensation expense credited to capital on options exercised (Note 18) 495
(495 ) —
—
Repurchases of common shares (Note 18) (487,300) (2,898 ) (4,553 ) (7,451 ) (7,451 )
Dividends on common shares (Note 18) (33,030 ) (33,030 ) (33,030 )
(260,425) (444 ) (12,055 ) (41,766 ) (54,265 ) (54,265 )
Net earnings (loss) 64,224
64,224
(266 ) 63,958
Other comprehensive income (loss)
Change in fair value of interest rate swap agreements designated as cash flow hedges ⁽¹⁾ (Note 24)
1,608
1,608
1,608
1,608
Remeasurement of defined benefit liability ⁽²⁾ (Note 20)
89
89
89
Deferred tax benefit (expense) due to enactment of US tax reform legislation (Note 5) 116
116
(714 ) (598 ) (598 )
Change in cumulative translation adjustments 4,454
4,454
4,454
280
4,734
4,454
1,724
6,178
(625 ) 5,553
280
5,833
Comprehensive income for the year 4,454
1,724
6,178
63,599
69,777
14
69,791
Derecognition of non-controlling interest put options related to Powerband ⁽³⁾
8,810
8,810
8,810
Recognition of the call option redemption liability related to
Powerband (Note 24)
(12,725 ) (12,725 ) (12,725 )
Non-controlling interest arising from investment in Capstone⁽⁴⁾
15
15
Capital transactions with non-controlling shareholders of Capstone ⁽⁵⁾
153
153
Balance as of December 31, 2017 58,799,910 350,759
17,530
(15,057 ) 1,588
(13,469 ) (106,687 ) 248,133
6,589
254,722


⁽¹⁾	~~Presented net of deferred income tax expense of $750.~~


⁽²⁾	~~Presented net of deferred income tax expense of $213.~~


⁽³⁾	"Powerband" refers to the Company's subsidiary Powerband Industries Private Limited. On September 16, 2016 the Company acquired a 74% interest in Powerband. On November 16, 2018, the Company acquired the remaining 26% interest and as a result, owns all of the issued and outstanding common shares of Powerband after this transaction. Refer to Note 24 for additional information.


⁽⁴⁾	~~"Capstone" refers to the Company's purchase of 99.7% of the shares in Capstone Polyweave Private Limited on June 23, 2017. As of December 31, 2019~~, ~~the Company held a 55% controlling ownership stake in Capstone. Refer to Note 19 for additional information.~~


⁽⁵⁾	~~On July 19, 2017, the non-controlling shareholders of Capstone acquired 99,000 additional shares of Capstone for a purchase price of approximately $153.~~


⁽⁶⁾	~~Presented net of income tax benefit of $1,620.~~

~~The accompanying notes are an integral part of the consolidated financial statements.~~

~~Intertape Polymer Group Inc.~~

~~Consolidated Changes in Equity~~

~~Year ended December 31, 2018~~

~~(In thousands of US dollars, except for number of common shares)~~

Capital stock Accumulated other comprehensive loss
Number Amount Contributed
surplus Cumulative
translation
adjustment
account Reserve for
cash flow
hedges Total Deficit Total equity
attributable
to Company
shareholders Non-
controlling
interests Total
equity
$ $ $ $ $ $ $ $ $
Balance as of December 31, 2017 58,799,910 350,759
17,530
(15,057 ) 1,588
(13,469 ) (106,687 ) 248,133
6,589
254,722
Transactions with owners
Exercise of stock options (Note 18) 67,500 618
618
618
Change in excess tax benefit on exercised share-based awards (Note 5) 7
(7 ) —
—
Change in excess tax benefit on outstanding share-based awards (Note 5) (737 ) (737 ) (737 )
Share-based compensation (Note 18) 467
(472 )
⁽⁴
⁾
(5 ) (5 )
Share-based compensation expense credited to capital on options
exercised (Note 18)
179
(179 ) —
—
Repurchases of common shares (Note 18) (217,100) (1,296 ) (1,263 ) (2,559 ) (2,559 )
Dividends on common shares (Note 18) (32,943 ) (32,943 ) (32,943 )
(149,600) (492 ) (456 ) (34,678 ) (35,626 ) (35,626 )
Net earnings (loss) 46,753
46,753
(104 ) 46,649
Other comprehensive income (loss)
Change in fair value of interest rate swap agreements designated as cash flow hedges ⁽¹⁾ (Note 24)
1,433
1,433
1,433
1,433
Reclassification adjustments for amounts recognized in earnings related to interest rate swap agreements (Note 24) (531 ) (531 ) (531 ) (531 )
Remeasurement of defined benefit liability ⁽²⁾ (Note 20)
2,286
2,286
2,286
Change in cumulative translation adjustments 308
308
308
(461 ) (153 )
Net loss arising from hedge of a net investment in foreign
operations (Note 24) (9,421 ) (9,421 ) (9,421 ) —
(9,421 )
(9,113 ) 902
(8,211 ) 2,286
(5,925 ) (461 ) (6,386 )
Comprehensive income (loss) for the year (9,113 ) 902
(8,211 ) 49,039
40,828
(565 ) 40,263
Non-controlling interest arising from investment in Polyair ⁽³⁾(Note 19)

421
421
Capital transactions with non-controlling shareholders of Capstone (Note 19)

11,102
11,102
Recognition of non-controlling interest put options arising from the Capstone Acquisition (Note 24) (10,888 ) (10,888 ) (10,888 )
Derecognition of call option redemption liability related to Powerband (Note 24) 1,434
1,434
1,434
Acquisition of the non-controlling interest of Powerband (Note 24) 5,966
5,966
(5,966 ) —
Balance as of December 31, 2018 58,650,310 350,267
17,074
(24,170 ) 2,490
(21,680 ) (95,814 ) 249,847
11,581
261,428


⁽¹⁾	~~Presented net of deferred income tax benefit of $463.~~


⁽²⁾	~~Presented net of deferred income tax expense of $730.~~


⁽³⁾	As part of the acquisition of Polyair Inter Pack Inc. (“Polyair”), on August 3, 2018, the Company indirectly obtained a controlling 50.1% interest in the Polyair subsidiary GPCP Inc. Refer to Note 19 for additional information.


⁽⁴⁾	~~Presented net of income tax benefit of $126.~~

~~The accompanying notes are an integral part of the consolidated financial statements.~~

Intertape Polymer Group Inc.

Consolidated Changes in Equity

Year ended December 31, 2019

(In thousands of US dollars, except for number of common shares)


	Capital stock			Accumulated other comprehensive loss
	Number	Amount	Contributed surplus	Cumulative translation adjustment account	Reserve for cash flow hedges	Total	Deficit		Total equity attributable to Company shareholders	Non- controlling interest	Total equity
		$	$	$	$	$	$		$	$	$
Balance as of December 31, 2018	58,650,310	350,267	17,074	(24,170)	2,490	(21,680)	(95,814)		249,847	11,581	261,428
Transactions with owners
Exercise of stock options (Note 18)	359,375	3,278							3,278		3,278
Change in excess tax benefit on exercised share-based awards (Note 5)		38	(38)						—		—
Change in excess tax benefit on outstanding share-based awards (Note 5)			21						21		21
Share-based compensation (Note 18)			701				(56)	(4)	645		645
Share-based compensation expense credited to capital on options exercised (Note 18)		976	(976)						—		—

Dividends on common shares (Note 18)							(33,834)		(33,834)		(33,834)
	359,375	4,292	(292)				(33,890)		(29,890)		(29,890)
Net earnings							41,216		41,216	8	41,224
Other comprehensive income (loss)
Change in fair value of interest rate swap agreements designated as cash flow hedges (1) (Note 24)					(3,057)	(3,057)			(3,057)		(3,057)
Reclassification adjustments for amounts recognized in earnings related to interest rate swap agreements (Note 24)					(503)	(503)			(503)		(503)
Remeasurement of defined benefit liability (2) (Note 20)							589		589		589
Change in cumulative translation adjustments				(7,697)		(7,697)			(7,697)	(101)	(7,798)
Net gain arising from hedge of a net investment in foreign operations (3) (Note 24)				10,235		10,235			10,235		10,235
				2,538	(3,560)	(1,022)	589		(433)	(101)	(534)
Comprehensive income (loss) for the year				2,538	(3,560)	(1,022)	41,805		40,783	(93)	40,690
Balance as of December 31, 2019	59,009,685	354,559	16,782	(21,632)	(1,070)	(22,702)	(87,899)		260,740	11,488	272,228

Capital stock Accumulated other comprehensive loss
Number Amount Contributed
surplus Cumulative
translation
adjustment
account Reserve for
cash flow
hedges Total Deficit Total equity
attributable
to Company
shareholders Non-
controlling
interests Total
equity
$ $ $ $ $ $ $ $ $
Balance as of December 31, 2018 58,650,310 350,267
17,074
(24,170 ) 2,490
(21,680 ) (95,814 ) 249,847
11,581
261,428
Transactions with owners
Exercise of stock options (Note 18) 359,375 3,278
3,278
3,278
Change in excess tax benefit on exercised share-based awards (Note 5) 38
(38 ) —
—
Change in excess tax benefit on outstanding share-based awards (Note 5) 21
21
21
Share-based compensation (Note 18) 701
(56 )
⁽⁴
⁾
645
645
Share-based compensation expense credited to capital on options exercised (Note 18) 976
(976 ) —
—
Dividends on common shares (Note 18) (33,834 ) (33,834 ) (33,834 )
359,375 4,292
(292 ) (33,890 ) (29,890 ) (29,890 )
Net earnings 41,216
41,216
8
41,224
Other comprehensive income (loss)
Change in fair value of interest rate swap agreements designated as cash flow hedges ⁽¹⁾ (Note 24)
(3,057 ) (3,057 ) (3,057 ) (3,057 )
Reclassification adjustments for amounts recognized in earnings related to interest rate swap agreements (Note 24) (503 ) (503 ) (503 ) (503 )
Remeasurement of defined benefit liability ⁽²⁾ (Note 20)
589
589
589
Change in cumulative translation adjustments (7,697 ) (7,697 ) (7,697 ) (101 ) (7,798 )
Net gain arising from hedge of a net investment in foreign
operations ⁽³⁾(Note 24)
10,235
10,235
10,235
—
10,235
2,538
(3,560 ) (1,022 ) 589
(433 ) (101 ) (534 )
Comprehensive income (loss) for the period 2,538
(3,560 ) (1,022 ) 41,805
40,783
(93 ) 40,690
Balance as of December 31, 2019 59,009,685 354,559
16,782
(21,632 ) (1,070 ) (22,702 ) (87,899 ) 260,740
11,488
272,228


⁽¹⁾	(1)Presented net ~~of deferred income tax benefit of $359.~~


⁽²⁾	~~Presented net of deferred income tax expense of $173.~~


⁽³⁾	~~Presented net of deferred income tax expense of $45.~~


⁽⁴⁾	~~Presented net of income tax benefit of $3.~~

~~The accompanying notes are an integral part~~ of ~~the consolidated financial statements.~~deferred income tax benefit of $359.

(2)Presented net of deferred income tax expense of $173.

(3)Presented net of deferred income tax expense of $45.

~~Intertape Polymer Group Inc.~~

~~Consolidated Cash Flows~~

~~Years ended December 31, 2019, 2018 and 2017~~

~~(In thousands~~(4)Presented net of ~~US dollars)~~

2019 2018 2017
$ $ $
OPERATING ACTIVITIES
Net earnings 41,224
46,649
63,958
Adjustments to net earnings
Depreciation and amortization 61,415
44,829
36,138
Income tax expense 16,310
9,802
13,049
Interest expense 31,690
17,072
7,246
Non-cash charges in connection with manufacturing facility closures, restructuring and other related charges 799
6,136
133
Impairment of inventories 2,877
716
801
Share-based compensation expense 501
1,914
3,291
Pension and other post-retirement expense related to defined benefit plans 2,073
2,695
2,730
(Gain) loss on foreign exchange (790 ) 1,933
(2,578 )
Other adjustments for non-cash items 4,823
928
(1,958 )
Income taxes paid, net (11,995 ) (1,577 ) (6,452 )
Contributions to defined benefit plans (1,261 ) (13,802 ) (4,143 )
Cash flows from operating activities before changes in working capital items 147,666
117,295
112,215
Changes in working capital items
Trade receivables (3,893 ) (9,660 ) (6,847 )
Inventories 4,341
(30,388 ) (9,969 )
Other current assets 127
(6,523 ) 89
Accounts payable and accrued liabilities and share-based compensation liabilities, current (11,571 ) 19,215
(1,493 )
Provisions (1,658 ) 859
(1,863 )
(12,654 ) (26,497 ) (20,083 )
Cash flows from operating activities 135,012
90,798
92,132
INVESTING ACTIVITIES
Acquisition of subsidiaries, net of cash acquired —
(165,763 ) (67,027 )
Purchases of property, plant and equipment (48,165 ) (75,781 ) (85,312 )
Purchase of intangible assets (2,259 ) (1,558 ) (1,914 )
Other investing activities 1,508
(173 ) 1,338
Cash flows from investing activities (48,916 ) (243,275 ) (152,915 )
FINANCING ACTIVITIES
Proceeds from borrowings 190,673
991,917
257,021
Repayment of borrowings and lease liabilities (225,902 ) (762,622 ) (162,107 )
Payments of debt issue costs (70 ) (7,862 ) (683 )
Interest paid (32,934 ) (10,901 ) (7,360 )
Proceeds from exercise of stock options 3,278
618
1,362
Repurchases of common shares (329 ) (2,160 ) (7,451 )
Dividends paid (33,992 ) (32,776 ) (33,199 )
Acquisition of non-controlling interest in Powerband through settlement of call option —
(9,869 ) —
Cash outflow from capital transactions with non-controlling interest in Capstone —
(2,630 ) —
Other financing activities 411
452
154
Cash flows from financing activities (98,865 ) 164,167
47,737
Net (decrease) increase in cash (12,769 ) 11,690
(13,046 )
Effect of foreign exchange differences on cash 1,165
(2,132 ) 1,183
Cash, beginning of year 18,651
9,093
20,956
Cash, end of year 7,047
18,651
9,093

income tax benefit of $3.

The accompanying notes are an integral part of the consolidated financial statements.

Intertape Polymer Group Inc.

Consolidated Changes in Equity

Year ended December 31, 2020

(In thousands of US dollars, except for number of common shares)


	Capital stock			Accumulated other comprehensive loss
	Number	Amount	Contributed surplus	Cumulative translation adjustment account	Reserve for cash flow hedges	Total	Deficit	Total equity attributable to Company shareholders	Non- controlling interests	Total equity
		$	$	$	$	$	$	$	$	$
Balance as of December 31, 2019	59,009,685	354,559	16,782	(21,632)	(1,070)	(22,702)	(87,899)	260,740	11,488	272,228
Transactions with owners
Exercise of stock options (Note 18)	17,362	271						271		271

Change in excess tax benefit on outstanding share-based awards (Note 5)			5,306					5,306		5,306
Share-based compensation (Note 18)			738					738		738
Share-based compensation expense credited to capital on options exercised (Note 18)		50	(50)					—		—

Dividends on common shares (Note 18)							(35,405)	(35,405)		(35,405)
	17,362	321	5,994				(35,405)	(29,090)		(29,090)
Net earnings							72,670	72,670	785	73,455
Other comprehensive income (loss)
Change in fair value of interest rate swap agreements designated as cash flow hedges (1) (Note 24)					(2,027)	(2,027)		(2,027)		(2,027)

Remeasurement of defined benefit liability (2) (Note 20)							(480)	(480)		(480)
Change in cumulative translation adjustments (3)				(2,881)		(2,881)		(2,881)	(147)	(3,028)
Net gain arising from hedge of a net investment in foreign operations (4) (Note 24)				5,724		5,724		5,724		5,724
				2,843	(2,027)	816	(480)	336	(147)	189
Comprehensive income (loss) for the year				2,843	(2,027)	816	72,190	73,006	638	73,644
Dividend paid to non-controlling interest in GPCP Inc.									(100)	(100)
Balance as of December 31, 2020	59,027,047	354,880	22,776	(18,789)	(3,097)	(21,886)	(51,114)	304,656	12,026	316,682

(1)Presented net of deferred income tax benefit of $658.

(2)Presented net of deferred income tax benefit of $216.

(3)Presented net of deferred income tax expense of $281.

(4)Presented net of deferred income tax expense of $764.

The accompanying notes are an integral part of the consolidated financial statements.

Intertape Polymer Group Inc.

Consolidated Changes in Equity

Year ended December 31, 2021

(In thousands of US dollars, except for number of common shares)


	Capital stock			Accumulated other comprehensive loss
	Number	Amount	Contributed surplus	Cumulative translation adjustment account	Reserve for cash flow hedges	Total	Deficit	Total equity attributable to Company shareholders	Non- controlling interests	Total equity
		$	$	$	$	$	$	$	$	$
Balance as of December 31, 2020	59,027,047	354,880	22,776	(18,789)	(3,097)	(21,886)	(51,114)	304,656	12,026	316,682
Transactions with owners
Exercise of stock options (Note 18)	257,900	2,664						2,664		2,664
Change in excess tax benefit on exercised share-based awards (Note 5)		672	(672)					—		—
Change in excess tax benefit on outstanding share-based awards (Note 5)			824					824		824
Share-based compensation (Note 18)			879					879		879
Share-based compensation expense credited to capital on options exercised (Note 18)		737	(737)					—		—

Dividends on common shares (Note 18)							(38,751)	(38,751)		(38,751)
	257,900	4,073	294				(38,751)	(34,384)		(34,384)
Net earnings							67,813	67,813	2,192	70,005
Other comprehensive (loss) income
Change in fair value of interest rate swap agreements designated as cash flow hedges (1) (Note 24)					1,806	1,806		1,806		1,806
Remeasurement of defined benefit liability (2) (Note 20)							3,939	3,939		3,939
Change in cumulative translation adjustments				5,343		5,343		5,343	(131)	5,212
Net loss from hedge of a net investment in foreign operations (3) (Note 24)				(11,012)		(11,012)		(11,012)		(11,012)
				(5,669)	1,806	(3,863)	3,939	76	(131)	(55)
Comprehensive (loss) income for the year				(5,669)	1,806	(3,863)	71,752	67,889	2,061	69,950

Balance as of December 31, 2021	59,284,947	358,953	23,070	(24,458)	(1,291)	(25,749)	(18,113)	338,161	14,087	352,248

(1)Presented net of deferred income tax expense of $577.

(2)Presented net of deferred income tax expense of $1,366.

(3)Presented net of deferred income tax expense of $1,589.

The accompanying notes are an integral part of the consolidated financial statements.

Intertape Polymer Group Inc.

Consolidated Cash Flows

Years ended December 31, 2021, 2020 and 2019

(In thousands of US dollars)


	2021	2020	2019
	$	$	$
OPERATING ACTIVITIES
Net earnings	70,005	73,455	41,224
Adjustments to net earnings
Depreciation and amortization	65,547	63,840	61,415
Income tax expense	24,064	19,121	16,310
Interest expense	27,676	29,436	31,690
Early redemption premium and other costs (Note 14)	14,412	—	—
Non-cash charges in connection with manufacturing facility closures, restructuring and other related charges (Note 4)	—	596	799
Impairment of inventories (Note 7)	5,240	1,179	2,877
Share-based compensation expense (Note 18)	21,655	22,879	501
Pension and other post-retirement expense related to defined benefit plans	1,944	2,057	2,073
Contingent consideration liability fair value adjustment (Note 24)	—	(11,005)	—
Valuation adjustment to non-controlling interest put options (Note 24)	12,007	2,470	3,339
(Gain) loss on foreign exchange	(48)	38	(790)
Other adjustments for non-cash items	573	868	1,484
Income taxes paid, net	(25,846)	(24,610)	(11,995)
Contributions to defined benefit plans	(1,178)	(1,129)	(1,261)
Cash flows from operating activities before changes in working capital items	216,051	179,195	147,666
Changes in working capital items
Trade receivables	(40,726)	(25,947)	(3,893)
Inventories	(86,759)	(4,742)	4,341
Other current assets	(3,471)	383	127
Accounts payable and accrued liabilities	91,440	29,014	(11,571)
Share-based compensation settlements	(13,205)	—	—
Provisions	(2,923)	1,682	(1,658)
	(55,644)	390	(12,654)
Cash flows from operating activities	160,407	179,585	135,012
INVESTING ACTIVITIES
Acquisition of subsidiaries, net of cash acquired (Note 19)	(34,660)	(35,704)	—
Purchases of property, plant and equipment	(81,268)	(45,828)	(48,165)
Purchase of intangible assets	(5,627)	(1,854)	(2,259)
Other investing activities	192	579	1,508
Cash flows from investing activities	(121,363)	(82,807)	(48,916)


	2021	2020	2019
	$	$	$

FINANCING ACTIVITIES
Proceeds from borrowings (Note 14)	797,429	302,031	190,673
Repayment of borrowings and lease liabilities (Note 14)	(739,127)	(325,881)	(225,902)
Payments of debt issue costs (Note 14)	(8,279)	—	(70)
Payments of early redemption premium and other costs (Note 14)	(14,444)	—	—
Interest paid	(27,907)	(28,764)	(32,934)
Proceeds from exercise of stock options (Note 18)	2,664	271	3,278

Dividends paid (Note 18)	(38,641)	(35,386)	(33,992)
Dividends paid to non-controlling interest in GPCP Inc.	—	(100)	—


Other financing activities	1,223	—	82
Cash flows from financing activities	(27,082)	(87,829)	(98,865)
Net increase in cash	11,962	8,949	(12,769)
Effect of foreign exchange differences on cash	(2,137)	471	1,165
Cash, beginning of year	16,467	7,047	18,651
Cash, end of year	26,292	16,467	7,047

The accompanying notes are an integral part of the consolidated financial statements.

Intertape Polymer Group Inc.

Consolidated Balance Sheets

As of

(In thousands of US dollars)


	December 31, 2021	December 31, 2020
	$	$
ASSETS
Current assets
Cash	26,292	16,467
Trade receivables (Note 24)	203,984	162,235
Inventories (Note 7)	280,323	194,516
Other current assets (Note 8)	32,110	21,048
	542,709	394,266
Property, plant and equipment (Note 9)	459,356	415,214
Goodwill (Note 11)	151,834	132,894
Intangible assets (Note 12)	138,725	124,274
Deferred tax assets (Note 5)	24,579	29,677
Other assets (Note 10)	16,549	13,310
Total assets	1,333,752	1,109,635

LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	280,353	180,446
Share-based compensation liabilities, current (Note 18)	19,089	17,769
Non-controlling interest put options, current (Note 24)	27,523	—
Provisions and contingent consideration, current (Note 16)	4,504	4,222
Borrowings and lease liabilities, current (Notes 14 and 15)	18,119	26,219
	349,588	228,656
Borrowings and lease liabilities, non-current (Notes 14 and 15)	537,142	463,745
Pension, post-retirement and other long-term employee benefits (Note 20)	15,807	19,826
Share-based compensation liabilities, non-current (Note 18)	19,850	13,664
Non-controlling interest put options, non-current (Note 24)	—	15,758
Deferred tax liabilities (Note 5)	38,925	34,108
Provisions and contingent consideration, non-current (Note 16)	7,645	2,430
Other liabilities (Note 17)	12,547	14,766
Total liabilities	981,504	792,953
EQUITY
Capital stock (Note 18)	358,953	354,880
Contributed surplus (Note 18)	23,070	22,776
Deficit	(18,113)	(51,114)
Accumulated other comprehensive loss	(25,749)	(21,886)
Total equity attributable to Company shareholders	338,161	304,656
Non-controlling interests	14,087	12,026
Total equity	352,248	316,682
Total liabilities and equity	1,333,752	1,109,635

December 31,
2019 December 31,
2018
$ $
ASSETS
Current assets
Cash 7,047
18,651
Trade receivables (Note 24) 133,176
129,285
Inventories (Note 7) 184,937
190,675
Other current assets (Note 8) 22,287
24,395
347,447
363,006
Property, plant and equipment (Note 9) 415,311
377,076
Goodwill (Note 11) 107,677
107,714
Intangible assets (Note 12) 115,049
122,389
Deferred tax assets (Note 5) 29,738
25,069
Other assets (Note 10) 10,518
9,586
Total assets 1,025,740
1,004,840

LIABILITIES
Current liabilities
Accounts payable and accrued liabilities 145,051
154,838
Share-based compensation liabilities, current (Note 18) 4,948
5,066
Provisions, current (Note 16) 1,766
2,262
Borrowings and lease liabilities, current (Notes 14 and 15) 26,319
14,389
178,084
176,555
Borrowings and lease liabilities, non-current (Notes 14 and 15) 482,491
485,596
Pension, post-retirement and other long-term employee benefits (Note 20) 17,018
14,898
Share-based compensation liabilities, non-current (Note 18) 4,247
4,125
Non-controlling interest put options (Note 24) 13,634
10,499
Deferred tax liabilities (Note 5) 46,669
42,321
Provisions, non-current (Note 16) 3,069
4,194
Other liabilities (Note 17) 8,300
5,224
Total liabilities 753,512
743,412
EQUITY
Capital stock (Note 18) 354,559
350,267
Contributed surplus (Note 18) 16,782
17,074
Deficit (87,899 ) (95,814 )
Accumulated other comprehensive loss (22,702 ) (21,680 )
Total equity attributable to Company shareholders 260,740
249,847
Non-controlling interests 11,488
11,581
Total equity 272,228
261,428
Total liabilities and equity 1,025,740
1,004,840

The accompanying notes are an integral part of the consolidated financial statements.

Intertape Polymer Group Inc.

Notes to Consolidated Financial Statements

December 31, ~~2019~~2021

(In US dollars, tabular amounts in thousands, except shares, per share data and as otherwise noted)

1 -GENERAL BUSINESS DESCRIPTION

Intertape Polymer Group Inc. (the “Parent Company”), incorporated under the Canada Business Corporations Act, has its principal administrative offices in Montreal, Québec, Canada and in Sarasota, Florida, USA. The address of the Parent Company’s registered office is 800 Place Victoria, Suite 3700, Montreal, Québec H4Z 1E9, c/o Fasken Martineau DuMoulin LLP. The Parent Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) in Canada. Details of the Parent Company and its subsidiaries ~~(together~~(collectively referred to as the “Company”) are set out in Note 2.

Intertape Polymer Group Inc. is the ~~Company��s~~Company’s ultimate parent.

2 -ACCOUNTING POLICIES

Basis of Presentation and Statement of Compliance

The consolidated financial statements present the Company’s consolidated balance sheets as of December 31, ~~2019~~2021 and ~~2018,~~2020, as well as its consolidated earnings, comprehensive income, cash flows, and changes in equity for each of the years in the three-year period ended December 31, ~~2019.~~2021. These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and are expressed in United States (“US”) dollars and are rounded to the nearest thousands, except for shares, per share ~~amounts.~~data and as otherwise noted.

The consolidated financial statements were authorized for issuance by the Company’s Board of Directors on March ~~12, 2020.~~10, 2022.

New Standards adopted as of January 1, ~~2019~~2021

In the current year, the Company adopted the Phase 2 amendments Interest Rate Benchmark Reform—Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16. There was no material impact to the Company’s financial statements as a result of adopting Interest Rate Benchmark Reform—Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16. Adopting these amendments enables the Company to reflect the effects of transitioning from interbank offered rates ("IBOR") to alternative benchmark interest rates without giving rise to accounting impacts that would not provide useful information to ~~reassess whether a contract is or contains a lease and the definition~~users of ~~a lease in accordance with IAS 17 and IFRIC 4~~financial statements. The amendments have been applied retrospectively.

accounting impact, including the impact on hedge accounting relationships, appear in Note 24.

1617

The adoption of this new guidance resulted in changes to the balance sheet as of January 1, 2019. The following is a reconciliation of financial statement line items from IAS 17 to IFRS 16 as of January 1, 2019:

Lease details Financial statement line item
Carrying amount as of
December 31, 2018 ⁽¹⁾
Reclassification Additions upon transition to IFRS 16
Carrying amount as of
January 1, 2019
$ $ $ $
Right-of-use assets Property, plant and equipment 20,060
(430 ) 31,484
51,114
Lease liabilities, current Borrowings and lease liabilities, current (1,441 ) —
(4,611 ) (6,052 )
Lease liabilities, non-current Borrowings and lease liabilities, non-current (4,271 ) —
(26,873 ) (31,144 )
Deferred rent, current Accounts payable and other accrued liabilities (83 ) 83
—
—
Deferred rent, non-current Other liabilities (347 ) 347
—
—
Total 13,918
—
—
13,918

~~(1)Represents finance lease liabilities, deferred rent and related assets under IAS 17.~~

On transition to IFRS 16 the weighted average incremental borrowing rate applied to lease liabilities recognized was 6.6%. This rate was based on market rates as of January 1, 2019 for a BB- rated industrial company issuing debt for maturities ranging from three months to ten years.

~~The following is a reconciliation of total operating lease commitments as of December 31, 2018 to the lease liabilities recognized as of January 1, 2019:~~



	~~Lease amounts~~
	$
~~Total operating lease commitments as of December 31, 2018~~	~~35,544~~
~~Recognition exemptions:~~
~~Leases of low value assets~~	~~(226~~	)
~~Leases with remaining lease term of less than 12 months~~	~~(2,093~~	)
~~Other minor adjustments relating to commitment disclosures~~	~~(670~~	)
~~Operating lease liabilities before discounting~~	~~32,555~~
~~Discounted using incremental borrowing rate~~	~~(5,754~~	)
~~Reasonably certain extension options~~	~~4,683~~
~~Operating lease liabilities recognized under IFRS 16 as of January 1, 2019~~	~~31,484~~
~~Finance lease liabilities~~	~~5,712~~
~~Total lease liabilities recognized under IFRS 16 as of January 1, 2019~~	~~37,196~~

~~Other pronouncements and amendments~~

New Standards and Interpretations Issued but Not Yet Effective

As of the date of authorization of the Company's financial statements, certain new standards, amendments and interpretations, and improvements to existing standards have been published by the IASB but are not yet effective and have not been adopted early by the Company. Management anticipates that all of the relevant pronouncements will be adopted in the first reporting period following the date of application. Information on new standards, amendments and interpretations, and improvements to existing standards, which could potentially impact the Company’s financial statements, are detailed as follows:

On ~~March 29, 2018, the IASB issued its revised~~ ~~Conceptual Framework for Financial Reporting ("Conceptual Framework"). This replaces the previous version of the~~ ~~Conceptual Framework~~ ~~issued in 2010. The revised~~ ~~Conceptual Framework is~~ ~~effective on~~ January 1, 2020. The revised Conceptual Framework does not constitute a substantial revision from the previously effective guidance but does provide additional guidance on topics not previously covered such as presentation and disclosure, revised definitions of an asset and a liability, as well as new guidance on measurement and derecognition. The adoption of the revised ~~Conceptual Framework~~ ~~is not expected to have a material impact on the consolidated financial statements.~~

On May 14, 2020, the IASB published Property, Plant and Equipment: Proceeds Before Intended Use (Amendments to IAS 16), which prohibits deducting amounts received from selling items produced while preparing the asset for its intended use from the cost of property, plant and equipment. Instead, such sales proceeds and related costs will be recognized in earnings. The amendments are effective on January 1, 2022. The amendments are applied retrospectively, but only to items of property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after the beginning of the earliest period presented in the financial statements in which the Company first applies the amendments. The Company will recognize the cumulative effect of initially applying the amendments as an adjustment to the opening balance of retained earnings (or other component of equity, as appropriate) at the beginning of that earliest period presented. Management has completed its analysis of the guidance and does not currently expect it to materially impact the Company’s ~~consolidated~~ financial statements.

Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Company’s financial statements.

Basis of Measurement

The consolidated financial statements have been prepared on the historical cost basis, except for certain financial instruments that are measured at revalued amounts or fair values at the end of each reporting period and the Company’s pension plans, post-retirement plans and other long-term employee benefit plans, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2 - Share-based Payment, leasing transactions that are within the scope of IFRS 16 - Leases, and measurements that have some similarities to fair value but are not fair value, such as net realizable value in IAS 2 - Inventories or value in use in IAS 36 - Impairment of Assets.

~~The principal accounting policies adopted are set out below.~~18

Principal Accounting Policies

Basis of Consolidation

The consolidated financial statements include the accounts of the Parent Company and entities controlled by the Company (its subsidiaries). Control is achieved when (i) the Company has power over the investee, (ii) is exposed, or has rights, to variable returns from its involvement with the ~~investee;~~investee, and (iii) has the ability to use its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, subsidiaries acquired or disposed of during the year are reflected in the Company's earnings from the date the Company gains control until the date when the Company ceases to control the subsidiary. ~~Changes in the Company's~~

Non-controlling interests in subsidiaries is presented in the consolidated balance sheets as a separate component of equity that ~~do not result in a loss of control are accounted for as equity transactions.~~is distinct from shareholders' equity. The carrying amount of the Company's interests and the non‑controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries.

Changes in the Company's interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions.

Earnings and each component of other comprehensive income are attributed to the owners of the Company and to the non‑controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non‑controlling interests based on their respective ownership interests, even if this results in the non‑controlling interests having a deficit balance.

~~Non-controlling interests in subsidiaries is presented in the consolidated balance sheets as a separate component of equity that is distinct from shareholders' equity.~~

All intercompany assets and liabilities, equity, income, expenses and cash flows relating to transactions between subsidiaries of the Company are eliminated on consolidation, including unrealized gains and losses on transactions between the consolidated entities.

~~Powerband~~IPG Asia Private Limited ("IPG Asia") and Capstone Polyweave Private Limited ("Capstone") have a fiscal year-end of March 31 due to Indian legislation. However, for consolidation purposes, the financial information for ~~Powerband~~IPG Asia and Capstone is presented as of the same date as the Parent Company. All other subsidiaries have a reporting date identical to that of the Parent Company. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Parent Company.

Details of the Parent Company’s subsidiaries are as follows:

Name of Subsidiary

Principal
Activity

Country of Incorporation
and Residence

Proportion of Ownership
Interest and Voting Power Held as of:

December 31, 2021

December 31, 2020

Better Packages, Inc.

Manufacturing

United States

100%

Capstone Polyweave Private Limited

Manufacturing

India

55%

FIBOPE Portuguesa-Filmes Biorientados, S.A.

Manufacturing

Portugal

100%

GPCP, Inc.

Manufacturing

United States

50.1%

Intertape Packaging UK Limited

Manufacturing

Great Britain

100%

—%

Intertape Polymer Corp.

Manufacturing

United States

100%

Intertape Polymer Europe GmbH

Distribution

Germany

100%

Intertape Polymer Inc.

Manufacturing

Canada

100%

Intertape Polymer Japan GK

Distribution

Japan

100%

Intertape Polymer Woven USA Inc.

Manufacturing

United States

100%

Intertape Woven Products Services, S.A. de C.V.

Non-operating

Mexico

100%

Intertape Woven Products, S.A. de C.V.

Non-operating

Mexico

100%

IPG Asia Private Limited (1)

Manufacturing

India

100%

IPG (US) Holdings Inc.

Holding

United States

100%

IPG (US) Inc.

Holding

United States

100%

IPG Mauritius Holding Company Ltd

Holding

Mauritius

100%

IPG Mauritius II Ltd

Holding

Mauritius

100%

IPG Mauritius Ltd

Holding

Mauritius

100%

Nuevopak Global Limited

Holding

Hong Kong

100%

—%

Nuevopak GmbH

Manufacturing

Germany

100%

—%

Nuevopak (Jiangmen) Environmental & Technology Company Ltd

Manufacturing

China

100%

—%

Nuevopak Technology Company Limited

Holding

Hong Kong

100%

—%

Octo Packaging Limited

Holding

Hong Kong

100%

—%

Polyair Canada Limited

Manufacturing

Canada

100%

Polyair Corporation

Manufacturing

United States

100%

Spuntech Fabrics Inc.

Holding

Canada

100%

Name of Subsidiary Principal
Activity Country of Incorporation
and Residence
Proportion of Ownership
Interest and Voting Power Held as of:
December 31, 2019 December 31, 2018
Better Packages, Inc. Manufacturing United States 100% 100%
BP Acquisition Corporation ⁽¹⁾
Holding United States —% 100%
Cantech Industries, Inc. ⁽¹⁾
Manufacturing United States —% 100%
Capstone Polyweave Private Limited Manufacturing India 55% 55%
FIBOPE Portuguesa-Filmes Biorientados, S.A. Manufacturing Portugal 100% 100%
GPCP, Inc. Manufacturing United States 50.1% 50.1%
Intertape Polymer Corp. Manufacturing United States 100% 100%
Intertape Polymer Europe GmbH Distribution Germany 100% 100%
Intertape Polymer Inc. Manufacturing Canada 100% 100%
Intertape Polymer Japan GK Distribution Japan 100% 100%
Intertape Polymer Woven USA Inc. Manufacturing United States 100% 100%
Intertape Woven Products Services, S.A. de C.V. Non-operating Mexico 100% 100%
Intertape Woven Products, S.A. de C.V. Non-operating Mexico 100% 100%
IPG (US) Holdings Inc. Holding United States 100% 100%
IPG (US) Inc. Holding United States 100% 100%
IPG Luxembourg Finance S.à.r.l. ⁽²⁾
Financing Luxembourg —% 100%
IPG Mauritius Holding Company Ltd Holding Mauritius 100% 100%
IPG Mauritius II Ltd Holding Mauritius 100% 100%
IPG Mauritius Ltd Holding Mauritius 100% 100%
Polyair Canada Limited Manufacturing Canada 100% 100%
Polyair Corporation Manufacturing United States 100% 100%
Powerband Industries Private Limited Manufacturing India 100% 100%
Spuntech Fabrics Inc. Holding Canada 100% 100%
(1) Formerly known as Powerband Industries Private Limited.

~~(1)~~ ~~Liquidated and dissolved as of December 31, 2019.~~

~~(2)~~ ~~Liquidated and dissolved as of August 28, 2019.~~

Business Acquisitions

The Company applies the acquisition method of accounting for business acquisitions. The consideration transferred by the Company to obtain control of a subsidiary, or a group of assets that qualifies as a business, is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred, and the equity interests issued by the ~~Company.~~Company in exchange for control of the acquiree. Acquisition costs are expensed as incurred.

Assets acquired and liabilities assumed are generally measured at their acquisition-date fair values. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (which cannot exceed one year from the acquisition date), or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date.

When the consideration transferred by the Company in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the total consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as

measurement period adjustments are made retrospectively, with corresponding adjustments against goodwill. Changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments are made in the current period, with corresponding adjustments recognized in earnings.

Refer to Note 19 for more information regarding business acquisitions.

Non-controlling Interests

Non-controlling interests represent the equity in subsidiaries that are not attributable, directly or indirectly, to the Parent Company. A non-controlling interest is initially recognized as the proportionate share of the identifiable net assets of the subsidiary on the date of its acquisition and is subsequently adjusted for the non-controlling interest’s share ~~in changes~~ of the acquired subsidiary’s earnings and any changes to capital, including dividends paid to the non-controlling interest, as well as changes in foreign currency exchange rates where applicable.

Foreign Currency Translation

Functional and presentation currency

The consolidated financial statements are presented in US dollars, which is the Company’s presentation currency. Items included in the financial statements of each of the consolidated entities are measured using the currency of the primary economic environment in which such entity operates (the “functional currency”). The significant functional currencies of the different consolidated entities include the US dollar, Canadian dollar ("CDN"), Indian rupee ("INR") and Euro. The Company has other functional currencies that are not considered significant for each of the years in the three-year period ended December 31, 2021.

The Parent Company's functional currency is CDN, which is different than the Company's presentation currency. The Company elected to present its consolidated financial statements in US dollars as it is the predominate currency of the consolidated entities and as a result, most of the Company's cash flows are in US dollars.

For the purpose of presenting consolidated financial statements, all assets, liabilities and transactions of entities with a functional currency other than the US dollar are translated to US dollars upon consolidation. On consolidation, assets and liabilities have been translated to US dollars using the closing exchange rate in effect at the balance sheet date, and revenues and expenses are translated at each month-end’s average exchange rate. The resulting translation adjustments are recognized in other consolidated comprehensive income (loss) ("OCI") and accumulated in a foreign exchange translation reserve (attributed to non-controlling interests as appropriate).

When a foreign operation is partially disposed of or sold, exchange differences that were recorded in equity are recognized in earnings as part of the gain or loss on sale. When there is no reduction in the ownership percentage, exchange differences recorded in equity will remain in equity until the foreign operation is partially or fully disposed of or sold.

Goodwill arising on the acquisition of a foreign entity is treated as an asset of the foreign entity and translated at the closing rate. Exchange differences arising are charged or credited to OCI and recognized in the cumulative translation adjustment account within accumulated OCI in equity.

Foreign currency transactions and balances

Transactions denominated in currencies other than the functional currency of a consolidated entity are translated into the functional currency of that entity using the exchange rates prevailing at the date of each transaction.

At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Foreign exchange gains or losses arising on settlement or translation of monetary items are recognized in earnings in finance costs (income) - other expense (income), net in the period in which they arise, except (i) when deferred in ~~other consolidated comprehensive income (loss) ("OCI")~~OCI as a qualifying hedge (refer to Note 24). or (ii) exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur in the foreseeable future (therefore forming part of the net investment in the foreign operation) which is recognized in OCI until disposal or partial disposal of the net investment at which time it is

reclassified to profit or loss. Tax charges and credits attributable to exchange differences on qualifying hedges are also recognized in OCI.

~~Foreign operations~~

In the Company's consolidated financial statements, all assets, liabilities and transactions of entities with a functional currency other than the US dollar are translated to US dollars upon consolidation. The functional currencies of entities within the Company have remained unchanged during the reporting period.

On consolidation, assets and liabilities have been translated to US dollars using the closing exchange rate in effect at the balance sheet date, and revenues and expenses are translated at each month-end’s average exchange rate. The resulting translation adjustments are recognized in the cumulative translation adjustment account within accumulated OCI in equity.

~~When a foreign operation is partially disposed of or sold, exchange differences that were recorded in equity are recognized in earnings as part of the gain or loss on sale.~~

Segment Reporting

The Company operates in various geographic locations and develops, manufactures and sells a variety of products to a diverse customer base. Most of the Company’s products are made from similar processes. A vast majority of the Company’s products, while brought to market through various distribution channels, generally have similar economic characteristics. The Company’s decisions about resources to be allocated are predominantly determined as a whole based on the Company’s operational, management and reporting structure. The chief operating decision maker primarily assesses the Company’s performance as a single ~~reporting~~reportable segment.

Revenue Recognition

The Company recognizes revenues from the sale of goods classified within ~~five~~6 product categories: ~~Tape, Film, Engineered Coated Products, Protective Packaging~~tape, film, engineered coated products, protective packaging, packaging machinery and ~~Other.~~other. Refer to Note 21 for additional information on revenue by product category and geographical location.

The vast majority of the Company's customer arrangements contain a single performance obligation to transfer manufactured goods. Revenue is recognized when control of goods has transferred to customers. Control is considered transferred in accordance with the terms of sale, generally when goods are shipped to external customers as that is generally when legal title, physical possession and risks and rewards of goods/services transfers to the customer. The normal credit term is 30 days upon delivery.

Revenue is recognized at the transaction price ~~which~~that the Company expects to be entitled. In determining the transaction price, the Company considers the effects of variable consideration. The main sources of variable consideration for the Company are customer rebates and cash discounts. These incentives are recorded as a reduction to revenue at the time of the initial sale using the most-likely amount estimation method. The most-likely amount method is based on the single most likely outcome from a range of possible consideration outcomes. The range of possible consideration outcomes are primarily derived from the following inputs: sales terms, historical experience, trend analysis, and projected market conditions in the various markets served. Because the Company serves numerous markets, the sales incentive programs offered vary across businesses, but the most common incentive relates to amounts paid or credited to customers for achieving defined volume levels or growth objectives. There are no material instances where variable consideration is constrained and not recorded at the initial time of sale.

Certain contracts provide a customer with a right to return goods if certain conditions are met. Product returns are recorded as a reduction to revenue and refund liability based on anticipated sales returns that occur in the normal course of business. At the same time, the Company has a right to recover the product when customers exercise their right of return, and the Company consequently recognizes a right to returned goods assets and a corresponding adjustment to cost of sales. At this time, the Company believes it is highly unlikely that a significant reversal in the cumulative revenue recognized will occur given the consistent level of claims over previous years. Refer to the section below entitled "Allowance for expected credit loss and revenue adjustments"for additional discussion.Sales, use, value-added, and other excise taxes are not recognized in revenue.

Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of ~~an asset~~qualifying assets, which are assets that necessarily takes a substantial period of time to get ready for its intended use or sale, are added to the cost of those assets ~~during~~until such time as the ~~period of time that is necessary to complete and prepare the asset~~assets are substantially ready for ~~its~~their intended ~~use.~~use or sale. All other borrowing costs are recognized in earnings within interest in finance costs in the period in which they are incurred. Borrowing costs consist of interest and other costs incurred in connection with the borrowing of funds.

Research Expenses

Research expenses are expensed as they are incurred, net of any related investment tax credits, unless the criteria for capitalization of development expenses are met.

Government Grants

Grants from governments are recognized at their fair value when there is a reasonable assurance that the grant will be received and / or earned, and any specified conditions will be met.

~~Grants~~Government grants are recognized in earnings on a systematic basis over the periods in which the Company recognizes as expenses the related costs for which the grants are intended to compensate. Specifically, grants received in relation to the purchase and construction of plant and equipment are included in non-current liabilities as deferred income in other liabilities and are recognized in earnings on a straight-line basis over the estimated useful life of the related asset.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Company with no future related costs are recognized in earnings in the period in which they become receivable.

The benefit of a government loan at a below-market rate of interest is treated as a government grant, measured as the difference between proceeds received and the fair value of the loan based on prevailing market interest rates.

Share-Based Compensation Expense

Stock options

Stock option expense is based on the grant date fair value of the awards expected to vest over the vesting period. Forfeitures are estimated at the time of the grant and are included in the measurement of the expense and are subsequently adjusted to reflect actual events. For awards with graded vesting, the fair value of each tranche is recognized on a straight-line basis over its vesting period.

Any consideration paid by participants on exercise of stock options is credited to capital stock together with any related share-based compensation expense originally recorded in contributed surplus. If the amount of the tax deduction (or estimated future tax deduction) exceeds the amount of the related cumulative remuneration expense for stock options, this indicates that the tax deduction relates not only to remuneration expense but also to an equity item. In this situation, the Company recognizes the excess of the associated current or deferred tax to contributed surplus prior to an award being exercised, and any such amounts are transferred to capital stock upon exercise of the award.

~~Stock appreciation rights~~Deferred share units

~~The stock appreciation rights~~Deferred share units ("~~SARs"~~DSUs") ~~expense~~are settled in cash only and, as a result, the corresponding liability is ~~determined based on the~~remeasured to fair value ~~of the liability~~ at ~~the end of the reporting period. The expense is recognized over the vesting period. At~~ the end of each reporting period, the Company re-assesses its estimates of the number of awards that are expected to vest and recognizes the impact of the revisions in the consolidated earnings statement. The total amount of expense recognized over the life of the awards will equal the amount of the cash outflow, if any, as a result of exercises. At the end of each reporting period, the lifetime amount of expense recognized will equal the current period value of the SARs using the Black-Scholes pricing model, multiplied by the percentage vested. As a result, the amount of expense recognized can vary due to changes in the model variables from period to period until the SARs are exercised, expire, or are otherwise cancelled.

~~Deferred share units~~

On February 17, 2017, the Board of Directors approved an amendment to the deferred share unit ("DSU") plan to provide for only cash settlement of DSU awards. As a result of the amendment, the Company remeasured the fair value of the DSU awards on the amendment date and continues to do so prospectively at each reporting date and at settlement. There was no incremental fair value granted as a result of those modifications.period. The fair value of DSUs is based on the volume weighted average trading price ("VWAP") of the Company’s common shares on the TSX for the five consecutive trading days immediately preceding the end of each reporting period. As a result, the amount of expense recognized can vary due to changes in the stock price from period to period until the DSUs are settled, expire, or are otherwise cancelled. The corresponding liability is recorded on the Company’s consolidated balance sheet under the caption share-based compensation liabilities, current, for amounts expected to settle in the next twelve months and share-based compensation liabilities, non-current for amounts expected to settle in more than twelve months. Generally, unless the participant has made a specific election to defer the settlement of DSUs to the calendar year following their separation from service, the DSU liabilities are classified as current as the Company does not have an unconditional right to defer settlement of the liabilities for at least twelve months after the reporting period end date. DSUs ~~received as a result of a grant are expensed immediately. DSUs received in lieu of cash for directors’ fees~~ are expensed as earned and vested over the service period.

Prior to the amendment, DSUs were to be settled in common shares of the Company and the expense was based on the grant date fair value of the awards with a corresponding adjustment through contributed surplus.

Performance share units

~~On February 17, 2017, the Board of Directors approved an amendment to the performance~~Performance share unit ("~~PSU"~~PSUs") ~~plan to provide for~~are settled in cash only ~~cash settlement of PSU awards. As a result of the amendment, the Company remeasured the fair value of the PSU awards on the amendment date~~ and, ~~continues to do so prospectively at each reporting date and at settlement. There was no incremental fair value granted~~ as a result, ~~of these modifications.~~

~~Prior~~the corresponding liability is remeasured to ~~the amendment, PSUs were to be settled in common shares of the Company. The expense was based on the grant date~~ fair value ~~of the awards expected to vest over the vesting period with a corresponding adjustment through contributed surplus. Forfeitures were estimated~~ at the ~~time~~end of ~~the grant and included in the measurement of the expense and are subsequently adjusted to reflect actual events.~~each reporting period.

PSUs granted ~~prior to~~during the three years ending December 31, ~~2017~~2021 are subject to a market performance condition as well as a time-based vesting condition. Accordingly, the fair value of PSUs granted prior to December 31, 2017 is based on the Monte Carlo valuation model at each reporting period end date. PSUs granted subsequent to December 31, 2017 are subject to a market (50 percent) and non-market performance ~~condition~~conditions (50 percent) as well as a time-based vesting condition. Accordingly, the fair value of such PSUs ~~granted subsequent to December 31, 2017~~ is based 50 percent on ~~the~~a Monte Carlo valuation model at each reporting date and 50 percent on the Company's VWAP of common shares on the TSX for the five consecutive trading days immediately preceding the reporting period end multiplied by the number of PSUs expected to vest based on estimated achievement of non-market performance criteria at the reporting period end. Expense is recognized over the vesting period. As a result, the amount of expense recognized can vary due to changes in the model variables, stock price and estimated achievement of non-market performance criteria, from period to period, until the PSUs are

settled, expire or are otherwise cancelled. The corresponding liability is recorded on the Company’s consolidated balance sheet under the caption share-based compensation liabilities, current for amounts expected to settle in the next twelve months and share-based compensation liabilities, non-current for amounts expected to settle in more than twelve months. The cash payment at settlement is calculated based on the number of settled PSUs held by the participant, multiplied by the VWAP of the Company’s common shares on the TSX for the five consecutive trading days immediately preceding the day of settlement. PSUs accrue dividend equivalents which are paid in cash at the settlement date. A dividend equivalent is calculated as the number of settled PSUs multiplied by the amount of cash dividends per share declared and paid by the Company between the date of grant and the settlement date.

PSUs granted prior to December 31, 2017 which settled during the three years ending December 31, 2021 were subject only to a market performance condition (100 percent) and time-based vesting condition.

Restricted share units

~~The restricted~~Restricted share ~~unit~~units ("~~RSU"~~RSUs") ~~expense~~are settled in cash only and, as a result, the corresponding liability is ~~determined based on the~~remeasured to fair value ~~of the liability~~ at the end of ~~the~~each reporting period. The fair value of RSUs is based on the VWAP of the Company’s common shares on the TSX for the five consecutive trading days immediately preceding the end of each reporting period. The RSUs are expensed over the vesting period. As a result, the amount of expense recognized can vary due to changes in the stock price from period to period until the RSUs are settled, expire, or are otherwise cancelled. The corresponding liability is recorded on the Company’s consolidated balance sheet under the caption share-based compensation liabilities, current for amounts expected to settle in the next twelve months and share-based compensation liabilities, non-current for amounts expected to settle in more than twelve months. The cash payment at settlement is calculated based on the number of settled RSUs held by the participant, multiplied by the VWAP of the Company’s common shares on the TSX for the five consecutive trading days immediately preceding the day of settlement. RSUs accrue dividend equivalents which are paid in cash at the settlement date. A dividend equivalent is calculated as the number of settled RSUs multiplied by the amount of cash dividends per share declared and paid by the Company between the date of grant and the settlement date

Refer to Note 18 for more information regarding share-based payments.

Income Taxes

Current and deferred taxes are recognized in the consolidated statement of earnings, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity, respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

Current tax

Current tax is based on the results for the period as adjusted for items that are not taxable or deductible. Current tax is calculated using tax rates and laws enacted or substantially enacted at the reporting date in the countries in which the Company operates and generates taxable income.

Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation. A provision is recognized for those matters for which the tax determination is uncertain, but it is considered probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgment of tax professionals within the Company supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice. As of

December 31, ~~2019~~2021 and ~~2018,~~2020, the Company does not have any matters for which the tax determination is uncertain and as such, no provision has been recognized.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the liability method. ADeferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax ~~asset is~~assets are recognized ~~for unused tax losses, tax credits and deductible temporary differences~~ to the extent that it is probable that future taxable income will be available against which

they can be utilized. This is assessed based on the Company’s forecast of future operating results, adjusted for significant non-taxable income and expenses and specific limits on the use of any unused tax loss or credit.

Deferred tax is calculated using tax rates and laws enacted or substantially enacted at the reporting date in the countries where the Company operates, and which are expected to apply when the related deferred income tax asset is realized, or the deferred tax liability is settled.

The carrying amounts of deferred tax assets are reviewed at each reporting period and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting period and are recognized to the extent that it has become probable that future taxable income will allow the deferred tax asset to be recovered.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off the recognized amounts and the deferred taxes relate to the same taxable entity and the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Earnings Per Share

~~As discussed above in Share-Based Compensation Expense, the DSU and PSU plans were amended onFebruary 17, 2017 to provide for only cash settlement of awards. Prior to the amendment, PSU and DSUs were to be settled in common shares of the Company.~~

~~The impact on the calculation of earnings per share is as follows:~~

~~Prior to February 17, 2017~~

Basic earnings per share was calculated by dividing the net earnings attributable to Company shareholders by the weighted average number of common shares outstanding during the period, including the effect of stock options exercised, common shares repurchased under the normal course issuer bid (“NCIB”) and DSUs outstanding.

Diluted earnings per share was calculated by dividing the net earnings attributable to Company shareholders by the weighted average number of common shares outstanding during the period, including the effect of stock options exercised, common shares repurchased under the NCIB and DSUs outstanding and for the effects of all dilutive potential outstanding stock options and contingently issuable shares.

Dilutive potential outstanding stock options included the total number of additional common shares that would have been issued by the Company assuming stock options with exercise prices below the average market price for the year were exercised and reduced by the number of shares that the Company could have repurchased if it had used the assumed proceeds from the exercise of stock options to repurchase them on the open market at the average share price for the period.

DSUs were not considered contingently issuable shares since the shares were issuable solely after the passage of time. As such, DSUs were treated as outstanding and included in the calculation of weighted average basic common shares.

PSUs were considered contingently issuable shares since the shares were issuable only after certain service and market-based performance conditions were satisfied. PSUs were treated as outstanding and included in the calculation of weighted average basic common shares only after the date when these conditions were satisfied at the end of the vesting period. PSUs were treated as outstanding and included in the calculation of weighted average diluted common shares, to the extent they are dilutive, when the applicable performance conditions had been satisfied as of the reporting period end date.

~~Subsequent to February 17, 2017~~

Basic earnings per share is calculated by dividing the net earnings attributable to Company shareholders by the weighted average number of common shares outstanding during the period, including the effect of stock ~~options exercised~~option activity and common shares ~~repurchased under the NCIB.~~repurchased.

Diluted earnings per share is calculated by dividing the net earnings attributable to Company shareholders by the weighted average number of common shares outstanding during the period, including the effect of stock ~~options exercised~~option activity and common shares repurchased ~~under the NCIB~~ and for the effects of all dilutive potential outstanding stock options.

Dilutive potential outstanding stock options includes the total number of additional common shares that would have been issued by the Company assuming stock options with exercise prices below the average market price for the ~~year~~period were exercised and reduced by the number of shares that the Company could have repurchased if it had used the assumed proceeds from the exercise of stock options to repurchase them on the open market at the average share price for the period.

Refer to Note 6 for more information regarding earnings per share.

Financial Instruments

~~A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.~~ Financial assets and liabilities are recognized when the Company becomes party to the contractual provisions of the financial instrument.

Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognized when it is extinguished, discharged, cancelled or when it expires.

Classification and initial measurement of financial assets

The Company’s financial assets consist of cash, trade receivables, and supplier rebates and other ~~receivables, and interest rate swap agreements.~~receivables.

Financial assets, other than those designated and effective as hedging instruments, are classified at initial recognition ~~as either:~~into one of the following categories:

•measured at amortized cost,

•fair value through earnings, or

•fair value through OCI.

The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Company's business model for managing them.

In the case of financial assets not at fair value through earnings, and with the exception of trade receivables that do not contain a significant financing component, the Company initially measures a financial asset at its fair value adjusted for transaction costs.

In the case of financial assets at fair value through earnings, transaction costs directly attributable to the acquisition of financial assets or financial liabilities are recognized immediately in earnings.

Trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient are measured at the transaction price determined under IFRS 15 - Revenue from Contracts with Customers. Refer to the accounting ~~polices~~policies discussed above in Revenue Recognition.

Subsequent measurement

In subsequent periods, the measurement of financial instruments depends on their classification. The classification is determined by both the Company’s business model for managing the financial asset and the contractual cash flow characteristics of the financial asset.

Financial assets are measured at amortized cost if the assets meet the following conditions (and are not designated as fair value through earnings):

•the financial asset is held within a business model whose objective is to hold the financial assets and collect its contractual cash flows

•the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.

After initial recognition, these are measured at amortized cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Company's cash, trade receivables, supplier rebates and other receivables fall into this category of financial instruments. The expense relating to the allowance for expected credit loss is recognized in earnings in selling, general and administrative expense ("SG&A").

In the periods presented the Company does not have any financial assets categorized as fair value through OCI.

Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect and sell’ are categorized at fair value through earnings. Further, irrespective of business model, financial assets with cash flows that are not solely payments of principal and interest are classified and measured at fair value through earnings. Assets in this category are measured at fair value with gains or losses recognized in earnings. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists. All derivative financial instruments fall into this category, except for those designated and effective as hedging instruments, for which the hedge accounting requirements apply (see below).

Impairment of financial assets

The Company recognizes a loss allowance for expected credit losses arising from financial assets. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

The Company applies a simplified approach for calculating expected credit losses for trade and other receivables. The Company recognizes a loss allowance based on lifetime expected credit losses at each reporting date. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Company uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix. The Company assesses impairment of trade receivables on a collective basis as they possess shared credit risk characteristics and have been grouped based on the days past due. Refer to Note 24 for a detailed analysis of how the impairment requirements of IFRS 9 - Financial Instruments ("IFRS 9") are applied.

Classification and measurement of financial liabilities

The Company’s financial liabilities include accounts payable and accrued liabilities (excluding employee ~~benefits)~~benefits and taxes payable), borrowings (excluding ~~finance~~ lease liabilities), contingent consideration liabilities, ~~under IAS 17 and lease liabilities under IFRS 16),~~ non-controlling interest put options, ,and interest rate swap ~~agreements and amounts due to the former shareholders of Polyair (refer to Note 19).~~agreements.

Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Company designated a financial liability at fair value through earnings. Subsequently, financial liabilities are measured at amortized cost using the effective interest method, except for derivatives and financial liabilities designated at fair value

through earnings. The Company's accounts payable and accrued liabilities (excluding employee ~~benefits),~~benefits and taxes payable) and borrowings (excluding ~~finance~~ lease ~~liabilities under IAS 17 and lease liabilities under IFRS 16) and amounts payable to the former shareholders of Polyair (refer to Note 19)~~liabilities) fall into this category of financial instruments.

Derivatives (other than those that are designated and effective as hedging instruments) and financial liabilities designated at fair value through earnings are carried subsequently at fair value with gains or losses recognized in earnings. The Company's non-controlling interest put options and contingent consideration liabilities fall into this category of financial instruments. Changes in the fair ~~value~~values of the non-controlling interest put options and contingent consideration liabilities are recognized in earnings in finance costs. Refer to Note 24 for more information regarding the fair value measurement and classification of put options relating to the Capstone non-controlling ~~interest.~~

interest, and contingent consideration liabilities.

All ~~interest related~~interest-related charges for financial liabilities measured at amortized cost are recognized in earnings in finance costs. Discounting is omitted where the effect of discounting is immaterial.

Derivative instruments and hedging

Derivatives are recognized initially at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognized in earnings immediately unless the derivative is designated and effective as a hedging instrument, in which event, the timing of the recognition in earnings depends on the nature of the hedge relationship.

Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

Derivatives are not offset in the financial statements unless the Company has both a legally enforceable right and intention to offset.

A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than twelve months and it is not due to be realized or settled within twelve months. Other derivatives are presented as current assets or current liabilities.

The Company applies hedge accounting to arrangements that qualify and are designated for hedge accounting treatment.

For the purpose of hedge accounting, hedges are classified as:

•fair value hedges when hedging the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment;

•cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction or the foreign currency risk in an unrecognized firm commitment; or

•hedges of a net investment in foreign operations.

When the requirements for hedge accounting are met at inception, the Company may designate a certain financial instrument as a hedging instrument in a hedge relationship. Upon designation, the Company documents the relationships between the hedging instrument and the hedged item, including the risk management objectives and strategy in undertaking the hedge transaction, and the methods that will be used to assess the effectiveness of the hedging relationship.

At inception of a hedge relationship and at each subsequent reporting date, the Company evaluates if the hedging relationship qualifies for hedge accounting under IFRS 9, which requires the following conditions to be met:

•there is an economic relationship between the hedged item and the hedging instrument;

•the effect of credit risk does not dominate the value changes that result from that economic relationship; and

•the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the entity actually hedges and the quantity of the hedging instrument that the entity actually uses to hedge that quantity of hedged item.

Cash flow hedges

The Company has certain interest rate swap agreements designated as cash flow hedges. These arrangements have been entered into to mitigate the risk of change in cash flows due to the fluctuations in interest rates applicable on the Company's floating

rate borrowings. Such derivative financial instruments used for hedge accounting are recognized initially at fair value on the date on which the derivative contract is entered into and are subsequently reported at fair value in the consolidated balance sheets.

To the extent that the hedge is effective, changes in the fair value of the derivatives designated as hedging instruments in cash flow hedges are recognized in OCI and are included within the reserve for cash flow hedges in equity. Any ineffectiveness in the hedge relationship is recognized immediately in earnings.

Hedge accounting is discontinued prospectively when a derivative instrument ceases to satisfy the conditions for hedge accounting or is sold or liquidated. If the hedging relationship ceases to meet the effectiveness conditions, hedge accounting is discontinued, and the related gain or loss is held in the equity reserve until reclassified to the consolidated statement of earnings in the same period or periods during which the hedged future cash flows affect earnings. If the hedged item ceases to exist before the end of

the original hedge term, the unrealized hedge gain or loss in OCI is reclassified immediately in the consolidated statement of earnings.

Interest rate swap agreements that economically hedge the risk of changes in cash flows due to the fluctuations in interest rates applicable on the Company's variable rate borrowings, but for which hedge accounting is not applied, are measured at fair value through earnings.

Refer to Note 24 for more information regarding interest rate swap agreements.

Hedge of a net investmentin foreign operations

Hedges of a net investment in foreign operations, including a hedge of a monetary item that is accounted for as part of the net investment, are accounted for similar to cash flow hedges. Gains or losses on the hedging instrument relating to the effective portion of the hedge are recognized in OCI and any gains or losses relating to the ineffective portion are recognized in the statement of earnings. On disposal of a foreign operation, the cumulative value of any such gains or losses recorded in equity is reclassified immediately in earnings.

The Company uses some of its borrowings as a hedge of its exposure to foreign exchange risk on its investments in foreign operations.

Refer to Note 24 for more information regarding net investment hedging.

Cash

Cash comprises cash at banks and on hand.

Inventories

Inventories consists of raw materials, works in process, finished goods and parts and supplies.

~~Raw materials, work in process and finished goods~~Inventories are measured at the lower of cost or net realizable value.

Cost is assigned by using the first in, first out cost formula, and includes all costs of purchases, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Trade discounts, rebates and other similar items are deducted in determining the costs of purchases. The cost of work in process and finished goods includes the cost of raw materials, direct labor and a systematic allocation of fixed and variable production overhead incurred in converting materials into finished goods. The allocation of fixed production overheads to the cost of conversion is based on the normal capacity of the manufacturing facilities.

Net realizable value of raw materials, works in process, finished goods is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated selling expenses.

~~Parts and supplies are measured at the lower of cost or net realizable value.~~ Net realizable value of parts and supplies is the estimated replacement cost.

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation, accumulated impairment losses and the applicable investment tax credits earned. The cost of an item of property, plant and equipment, ~~comprises~~excluding leases which are

discussed in the Leases section below, includes its purchase price ~~any~~or manufactured cost including costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management and, where applicable, borrowing costs, and ~~the~~an initial estimate of the costs of dismantling and removing the item and restoring the leased site on which it is located.

Depreciation is recognized using the straight-line method over the estimated useful lives of like assets as outlined below or, if lower, over the terms of the related leases:



			Years
Land			Indefinite
Buildings and related major components			3 to 60
Manufacturing equipment and related major components			43 to 30
Computer equipment and software			3 to 15
Furniture, office equipment and other			3 to 10
Assets related to restoration provisions			Expected remaining term of the lease

Right-of-use assets are depreciated over the shorter period of the lease term and the useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset.

The depreciation methods, useful lives and residual values related to property, plant and equipment are reviewed at each reporting date, or more frequently when there is an indication that they have changed and are adjusted if necessary.

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, and are depreciated over their respective useful lives. Depreciation of an asset begins when it is available for use in the location and condition necessary for it to be capable of operating in the manner intended by management. Manufacturing equipment under construction is not depreciated. Depreciation of an asset ceases at the earlier of the date on which the asset is classified as held for sale or is included in a disposal group that is classified as held for sale, and the date on which the asset is ~~derecognized.~~disposed.

The cost of replacing a part of an item of property, plant and equipment is recognized in the carrying amount of the asset 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. At the same time, the carrying amount of the replaced part is ~~derecognized.~~assessed for impairment. The costs of the day-to-day servicing of property, plant and equipment, and repairs and maintenance are recognized in earnings as incurred.

An item of property, plant and equipment is derecognized upon disposal or impaired when no future economic benefits are expected to arise from the continued use of the asset. Gains or losses arising onfrom the disposal of property, plant and equipment are determined as the difference between the net disposal proceeds and the carrying amount of the assets and are recognized in earnings in the category consistent with the function of the property, plant and equipment.

Depreciation expense is recognized in earnings in the expense category consistent with the function of the property, plant and equipment.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in business acquisitions. Goodwill is carried at cost less any accumulated impairment losses.

Intangible Assets

Intangible assets acquired separately

When intangible assets are purchased separately, the cost is comprised of the purchase price and any directly attributable cost of preparing the asset for its intended use. Intangible assets with finite lives are carried at cost less accumulated amortization and accumulated impairment losses.

Intangible assets with indefinite lives that are acquired separately are carried at cost less accumulated impairment losses. The Company has trademarks and trade names which are identifiable intangible assets for which the expected useful life is indefinite. The trademarks and trade names represent the value of brand names primarily acquired in business acquisitions, which management expects will provide benefits to the Company for an indefinite period.

When intangible assets are purchased with a group of assets, the cost of the group of assets is allocated to the individual identifiable assets and liabilities on the basis of their relative fair values at the date of purchase. When intangible assets are purchased separately, the cost comprises its purchase price and any directly attributable cost of preparing the asset for its intended use. Intangible assets with finite lives are carried at cost less accumulated amortization and accumulated impairment losses. Intangible assets with indefinite lives that are acquired separately are carried at cost less accumulated impairment losses.

Internally generated intangible assets

An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognized if, and only if, all of the following conditions have been demonstrated:

• the technical feasibility of completing the intangible asset so that it will be available for use or sale;

• the intention to complete the intangible asset and use or sell it;

• the ability to use or sell the intangible asset;

• the ways in which the intangible asset can generate probable future economic benefits;

• the availability of adequate technical, financial and other resources to complete the development and to use or

sell the intangible asset; and

• the ability to measure reliably the expenditure attributable to the intangible asset during its development.

For capitalized internally developed software, directly attributable costs include employee costs incurred on solution development and implementation along with an appropriate portion of borrowing costs. Where no internally generated intangible asset can be recognized, development expenditure is recognized in the earnings in the period in which it is incurred.

Subsequent to initial recognition, internally generated intangible assets are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

Intangible assets acquired in a business combination

Intangible assets acquired in a business combination and recognized separately from goodwill are recognized initially at their fair value at the acquisition date (which is regarded as their cost).

Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

~~Intangible assets with finite lives are carried at cost less accumulated amortization and accumulated impairment losses.~~

Amortization is recognized using the straight-line method over their estimated useful lives as follows:


		Years

		~~Years~~
~~Distribution rights and customer contracts~~	~~6 to 15~~
Customer lists, license agreements and software	21 to 20
Patents and trademarks being amortized		2 to 1315
Non-compete agreements		3 to 10

The amortization methods, useful lives and residual values related to intangible assets are reviewed at each reporting date, or more frequently when there is an indication that they have changed and adjusted if ~~necessary.~~necessary, with the effect of any changes in estimate being accounted for on a prospective basis. Amortization begins when the asset is available for use, i.e. when it is in the location and condition necessary for it to be capable of operating in the manner intended by management. Amortization expense is recognized in earnings in the expense category consistent with the function of the intangible asset.

The Company has trademarks and trade names which are identifiable intangible assets for which the expected useful life is indefinite. The trademarks and trade names represent the value of brand names acquired in business acquisitions which management expects will provide benefit to the Company for an indefinite period.

~~When an~~An intangible asset is ~~disposed, the~~derecognized on disposal, or when no future economic benefits are expected from use. The gain or loss on disposal is determined as the difference between the net disposal proceeds and the carrying amount of the asset and is recognized in earnings in the expense category consistent with the function of the intangible asset.

Impairment Testing of Long-Lived Assets

At each reporting date, the Company reviews the carrying amounts of its intangible assets, goodwill and property, plant and equipment to determine whether there is any indication that those assets have suffered anany impairment loss. If any such indication exists, or when required annual impairment testing is ~~required for~~performed on intangible assets ~~such as~~including software applications ~~software~~

in development and not yet available for use and ~~the~~ trademark and trade names with indefinite useful lives, the recoverable amount of the asset is estimated to determine the extent of the impairment loss, ~~(if any).~~if any exists.

For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash inflows, ~~(cash-generating units~~known as a "cash-generating unit" or "CGU"). ~~As a result, some assets are tested individually~~An impairment loss is recognized for ~~impairment and some are tested at CGU level.~~the amount by which the asset's (or CGU's) carrying amount exceeds its recoverable amount. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of other assets or groups of assets. Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the CGU to which the asset belongs. Goodwill is allocated to those CGUs that are expected to benefit from synergies of related business acquisitions and that represent the lowest level within the group at which management monitors goodwill.

The recoverable amount is the higher of its value in use and its fair value less costs of disposal. To determine the value in use, management estimates the expected future cash flows from each CGU and determines ~~a suitable~~an appropriate discount rate in order to calculate the present value of those cash flows. Fair value ~~less costs to sell is~~in this case represents the price that would be received to sell an asset or CGU in an orderly transaction between market participants, less the ~~cost~~associated costs of disposal. The Company determines the recoverable amount and compares it with the carrying amount. If the carrying amount exceeds the recoverable amount, an impairment loss is recognized for the difference. Impairment losses are recognized in earnings in the expense category consistent with the function of the associated corresponding property, plant and equipment or intangible asset. Impairment losses recognized inwith respect ofto CGUs are allocated first to reduce the carrying amount of any goodwill allocated to ~~the~~that CGU, and then to reduce the carrying amounts of ~~the~~ other assets ofwithin the unit or group of units on a pro rata ~~based on~~basis applied to the carrying amount of each asset in the unit or group of units.

With the ~~exception~~exclusion of goodwill, whose impairment losses may not be reversed, an assessment is made at each reporting date as to whether there is any indication that previously recognized asset impairment losses may no longer exist or may have decreased. In this case, the Company will estimate the recoverable amount of that asset and, if appropriate, record a partial or an entire reversal of the previously recognized impairment. ~~The increased~~Upon such reversal, the adjusted carrying amount of anthe asset ~~attributable to a reversal of an impairment loss would~~will not exceed the carrying amount that would have been determined (net of amortization or depreciation) had no impairment loss been recognized for the asset in prior years. ~~An impairment loss recognized for goodwill cannot be reversed in a subsequent period.~~

Goodwill is subject to impairment testing at least ~~once a year,~~annually, or more frequently if events or changes in circumstances indicate the carrying amount may be impaired. Goodwill is considered to be impaired when the carrying amount of the CGU or group of CGUs to which the goodwill has been allocated exceeds its fair value. AnAny resulting impairment loss ~~if any,~~ would be recognized in the statement of earnings.

Provisions

Provisions represent liabilities to the Company for which the amount or timing is uncertain. Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Provisions are measured at the present value of the expected consideration to settle the obligation which, when the effect of the time value of money is material, is determined using a discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision during the period to reflect the passage of time is recognized in earnings as a finance cost.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, and if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably, a receivable is recognized as an asset.

A provision is recorded in connection with environmental expenditures relating to existing conditions caused by past operations that do not contribute to current or future cash flows. Provisions for liabilities related to anticipated remediation costs are recorded on a discounted basis, if the effects of discounting are material, when they are probable and reasonably estimable, and when a present obligation exists as a result of a past event. Environmental expenditures for capital projects that contribute to current or future operations generally are capitalized and depreciated over their estimated useful lives.

A provision is recorded in connection with the estimated future costs to restore leased property to their original condition, as required by the terms and conditions of the lease, and are recognized when the obligation is incurred, either at the

commencement date of the lease or as a consequence of having used the underlying asset during a particular period of the lease, at the Company's best estimate of the expenditure that would be required to restore the asset. The liability and a corresponding asset are recorded on the Company’s consolidated balance sheet under the captions provisions, and property, plant and equipment (buildings), respectively. The provision is reviewed at the end of each reporting period to reflect the passage of time, changes in the discount rate and changes in the estimated future restoration costs. The Company amortizes the amount capitalized to property, plant and equipment on a straight-line basis over the expected lease term and recognizes a financial cost in connection with the discounted liability over the same period. Changes in the liability are added to, or deducted from, the cost of the related asset in the current period. These changes to the capitalized cost result in an adjustment to depreciation and interest.

A provision is recorded in connection with termination benefits at the earlier of the date on which the Company can no longer withdraw the offer of those benefits and the date on which the Company recognizes costs related to restructuring activities. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. If benefits are not expected to be settled wholly within 12 months of the end of the reporting period, they are presented on a discounted basis, if the effects of discounting are material.

The Company is engaged from time-to-time in various legal proceedings and claims that have arisen in the ordinary course of business. The Company records liabilities for legal proceedings in those instances where it can reasonably estimate the amount of the loss and where liability is probable.

Pension, Post-Retirement and Other Long-term Employee Benefits

The Company has defined contribution plans, defined benefit pension plans, other post-retirement benefit plans, and other long-term employee benefit plans for certain of its employees in Canada and the US.

Defined contribution plans

A defined contribution plan is a post-retirement benefit plan under which the Company pays fixed contributions into a separate entity and to which it will have no legal or constructive obligation to pay future amounts. The Company contributes to several state plans, multi-employer plans, retirement savings plans and insurance funds for individual employees that are considered defined contribution plans. Contributions to defined contribution pension plans are recognized as an employee benefit expense in consolidated earnings in the periods during which services are rendered by employees.

Defined benefit plans

A defined benefit plan is a post-retirement benefit plan other than a defined contribution plan. For defined benefit pension plans, other post-retirement benefit plans and other long-term employee benefit plans, the benefits expense and the related obligations are actuarially determined on ~~an annual~~a quarterly basis by independent qualified actuaries using the projected unit credit method when the effects of discounting are material.

The asset or liability related to a defined benefit plan recognized in the consolidated balance sheet is the present value of the defined benefit obligation at the end of the reporting period, less the fair value of plan assets, together with adjustments for the asset ceiling and minimum funding liabilities. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows. ~~Discount rates~~

Defined benefit expenses consist of: current service costs, past service costs, net interest expense, and settlement gains and losses. Defined benefit expenses are ~~determined close to each year-end by reference to market yields~~recognized in consolidated earnings in cost of ~~high-quality corporate bonds that are denominated in the currency in which the benefits will be paid~~sales and ~~have terms to maturity approximating the terms of the related pension benefit obligation.~~

selling and administrative expenses. Current service cost is recognized ~~as an employee benefit expense~~ in consolidated earnings in the periods during which services are rendered by employees and is calculated using a separate discount rate to reflect the longer duration of future benefit payments associated with the additional year of service to be earned by the plan's active ~~participants.Net~~participants. Past service costs are recognized in consolidated earnings immediately following the introduction of, or changes to, a pension plan. Net interest expense is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. Net interest expense is recognized as an employee benefit expense in consolidated earnings. Past service costs are recognized as an expense in consolidated earnings immediately following the introduction of, or changes to, a pension plan. Gains and losses on settlement of a defined benefit plan are recognized in consolidated earnings when the settlement occurs. Remeasurements, comprising actuarial gains and losses, the effect of the asset ceiling, the effect of minimum funding requirements and the return on plan assets (excluding amounts included in net interest expense) are recognized immediately in OCI, net of income taxes, and in deficit.

For funded plans, surpluses are recognized only to the extent that the surplus is considered recoverable. Recoverability is primarily based on the extent to which the Company can unilaterally reduce future contributions to the plan. Any reduction in the recognized asset is recognized in OCI, net of income taxes, and in deficit.

An additional liability is recognized based on the minimum funding requirement of a plan when the Company does not have an unconditional right to the plan surplus. The liability and any subsequent remeasurement of that liability is recognized in OCI, net of income taxes, and in deficit.

Other

A liability is recognized for benefits to employees in respect of wages and salaries, annual leave and sick leave that are expected to be settled wholly within twelve months after the end of the period in which the employees render the related service are recognized in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as accounts payable and accrued liabilities in the balance sheet.

Leases

As described in the section entitled New Standards adopted as of January 1, 2019, the Company has applied IFRS 16 using the modified retrospective approach and therefore comparative information has not been restated. This means comparative information is still reported under IAS 17 and IFRIC 4.

~~Accounting policy applicable from January 1, 2019~~

The Company assesses whether a contract is or contains a lease, at inception of the contract. Contracts that meet the definition of a lease are recognized on the balance sheet as a right-of-use asset and a corresponding lease liability, unless they are determined to be low value (such as small office equipment) or short-term leases (defined as leases with a lease term of 11 months or less). Lease payments related to low value and short-term leases are recognized in earnings on a straight-line basis over the lease term. The classification of a short-term lease is re-assessed if the terms of the lease are changed.

At the lease commencement date, the lease liability is measured as the present value of the lease payments unpaid at that date, including non-lease components, discounted using the interest rate implicit in the lease if that rate is readily available or the Company’s incremental borrowing rate determined by reference to current market rates for a similarly rated industrial company issuing debt for maturities approximating the term of the lease. Lease payments are apportioned between the finance cost and the liability. The finance charge is recognized in earnings in finance costs and 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.

Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed payments), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised.

At the lease commencement date, the right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received). Right-of-use assets are depreciated on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. Lease term includes extension and early termination options when it is reasonably certain that the Company will exercise the option.

The lease liability is remeasured to reflect any reassessment or modification, and the corresponding adjustment is reflected in the right-of-use asset, or earnings if the right-of-use asset is already fully depreciated.

In the consolidated balance sheets, the right-of-use assets have been included under the caption property, plant and equipment and lease liabilities are presented under the caption borrowings and lease liabilities, current for amounts expected to settle in the next twelve months and borrowings and lease liabilities, non-current for amounts expected to settle in more than twelve months.

Variable lease payments that are not recognized as a lease liability include usage charges on manufacturing equipment, inventory handling charges at warehouses and common area maintenance on office buildings and manufacturing facilities. Variable lease payments are expensed in the period they are incurred.

~~Accounting policy applicable prior to January 1, 2019~~

Leases are classified as either operating or finance, based on the substance of the transaction at inception of the lease. Classification is re-assessed if the terms of the lease are changed other than by renewing the lease.

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Expenses under an operating lease are recognized in earnings on a straight-line basis over the period of the lease.

Leases in which substantially all the risks and rewards of ownership are transferred to the Company are classified as finance leases. Assets meeting finance lease criteria are capitalized at the lower of the present value of the related lease payments or the fair value of the leased asset at the inception of the lease. The corresponding lease liability is presented under the caption borrowings and lease liabilities, current for amounts expected to settle in the next twelve months and borrowings and lease liabilities, non-current for amounts expected to settle in more than twelve months. Minimum lease payments are apportioned between the finance cost and the liability. The finance charge is recognized in earnings in finance costs and 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.

Equity

Capital stock represents the amount received on issuance of shares (less any issuance costs and net of taxes), and share-based compensation expense credited to capital on stock options exercised, less common shares repurchased equal to the carrying value.

Contributed surplus includes amounts related to equity-settled share-based compensation until such equity instruments are exercised or settled, in which case the amounts are transferred to capital stock or reversed upon forfeiture if not vested.

Accumulated other comprehensive income consists of the cumulative translation adjustment account and the reserve for cash flow hedges. The cumulative translation adjustment account comprises all foreign currency translation differences arising on the translation of the consolidated entities that use a functional currency different than US dollars, as well as the effective portion of the foreign currency differences arising from the Company's hedge of its net investment in foreign operations. The reserve for cash flow hedges includes gains and losses on certain derivative financial instruments designated as hedging instruments until such time as the hedged forecasted cash flows affect earnings.

Deficit includes all current and prior period earnings or losses, the excess of the purchase price paid over the carrying value of common share repurchases, dividends on common shares, and the remeasurement of the defined benefit liability net of income tax expense (benefit)~~, and the impacts of the derecognition and recognition of non-controlling interest put and call options (discussed in Note 24)~~.

~~Share Repurchases~~

The purchase price of the common shares repurchased equal to its carrying value is recorded in capital stock in the consolidated balance sheet and in the statement of consolidated changes in equity. The excess of the purchase price paid over the carrying value of the common shares repurchased is recorded in deficit in the consolidated balance sheet and in the statement of consolidated changes in equity as a share repurchase premium. Refer to Note 18 for additional information on share repurchases.

Dividends

Dividend distributions to the Company’s shareholders are recognized as a liability in the consolidated balance sheets if not paid in the period in which dividends are approved by the Company’s Board of Directors.

Critical Accounting Judgments, Estimates and Assumptions

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Significant changes in the underlying assumptions could result in significant changes to these estimates. Consequently, management reviews these estimates on a regular basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about these significant judgments, assumptions and estimates that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses are summarized ~~below:~~below.

~~Significant Management~~Critical Judgments in Applying the Company's Accounting Policies

Deferred income taxes

Determination of the aggregation of operating segments

The Company uses judgment in the aggregation of operating segments for financial reporting and disclosure purposes. In doing so, management has determined that there are ~~two~~2 operating segments consisting of a tape, film, protective packaging, and machinery segment, and an engineered coated product segment. The Company has aggregated these ~~two~~2 operating segments into ~~one reporting~~1 reportable segment due to similar characteristics including the nature of goods and services provided to its customers, methods used in the sale and distribution of those goods and services, types of customers comprising its customer base, and the regulatory environment in which the Company operates.

Key Sources of Estimation Uncertainty

Impairments

At the end of each reporting period, the Company performs a test of impairment on assets subject to depreciation and amortization if there are indicators of impairment. ~~Goodwill allocated to~~ CGUs ~~and~~containing goodwill or intangible assets ~~with~~having indefinite useful lives are tested at least annually, regardless of the existence of impairment indicators. An impairment loss is recognized when the carrying value of an asset or CGU exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The value in use is based on estimated discounted ~~estimated~~net future cash ~~flows,~~inflows, which are derived from management's financial forecast models ~~for~~of the estimated remaining useful ~~lives~~life of the ~~assets~~asset or ~~CGUs~~CGU, and do not include restructuring activities to which the Company is not yet formally committed, nor any anticipated significant future investments expected to enhance the performance of the asset or CGU being tested. The calculated value in use varies depending on the discount rate applied to the estimated discounted cash flows, the estimated future cash ~~inflows,~~flows, and the growth rate used for extrapolation purposes.

Refer to Note 13 for more information regarding asset impairment testing.

Pension, post-retirement and other long-term employee benefits

The cost of defined benefit pension plans and other post-retirement benefit plans and the present value of the related obligations are determined using actuarial ~~valuations. The determination of benefits expense and related obligations requires~~valuations that require assumptions such as the discount rate to measure obligations, expected mortality and the expected health care cost trend. These assumptions are developed by management with the assistance of independent actuaries and are based on current actuarial benchmarks and management’s historical experience. Discount rates are determined close to each period-end by reference to market yields of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and have terms to maturity approximating the terms of the related pension benefit obligation. Actual results will differ from estimated results, which are based on assumptions. Refer to Note 20 for more information regarding the ~~assumptions~~costs and obligations related to the pension, post-retirement and other long-term employee benefit ~~plans.~~plans and the sensitivity of those amounts to changes in these assumptions.

Uncertain tax positions

Useful lives of depreciable assets

Right-of-use assets and lease liabilities

Net realizable value of inventories

Inventories are measured at the lower of cost or net realizable value. In estimating net realizable values of inventories, management takes into account the most reliable evidence available at the time the estimate is made. Provisions for slow-moving and obsolete inventories are made based on the age and estimated net realizable value of inventories. The assessment of the provision involves management judgment and estimates associated with expected disposition of the inventory. Refer to Note 7 for information regarding inventories and write-downs of inventories.

Allowance for expected credit loss and revenue adjustments

During each reporting period, the Company makes an assessment of whether trade accounts receivable are collectible from customers. Accordingly, management establishes an allowance for estimated losses arising from non-payment and other revenue adjustments. The Company’s allowance for expected credit loss reflects lifetime expected credit losses using a provision matrix model, supplemented by an allowance for individually impaired trade receivables. The provision matrix is based on the Company’s historic credit loss experience, adjusted for any change in risk of the trade receivable population based on credit monitoring indicators, and expectations of general economic conditions that might affect the collection of trade receivables. The provision matrix applies fixed provision rates depending on the number of days that a trade receivable is past due, with higher rates applied the longer a balance is past due. The Company also records reductions to revenue for estimated returns, claims, customer rebates, and other incentives. These incentives are recorded as a reduction to revenue at the time of the initial sale using the most-likely amount estimation method. The most-likely amount method is based on the single most likely outcome from a range of possible consideration outcomes. The range of possible outcomes are primarily derived from the following inputs: sales terms, historical experience, trend analysis, and projected market conditions in the various markets served. If future collections and trends differ from estimates, future earnings will be affected. Refer to Note 24 for more information regarding the allowance for ~~doubtful accounts~~expected credit loss and the related credit risks.

Provisions

The Company's provisions include environmental and restoration obligations, termination benefits and ~~other and~~ litigation provisions.

Refer to Note 16 for more information regarding provisions.

Share-based compensation

The estimation of share-based compensation fair value and expense requires the selection of an appropriate pricing model.

expected volatility of the Company’s own common shares, the probable life of awards granted, the time of exercise, the risk-free interest rate commensurate with the term of the awards, and the expected dividend yield.

Refer to Note 18 for more information regarding share-based payments.

Business acquisitions

Management uses various valuation techniques when determining the fair values of certain assets and liabilities acquired in a business combination. Refer to Note 19 for more information regarding business acquisitions.

COVID-19

The Company is closely monitoring the impacts of the coronavirus ("COVID-19") pandemic as a trigger for changes in critical accounting judgments, estimates and assumptions. Given the dynamic nature of the pandemic (including its duration and the severity of its impact on the global economy and the applicable governmental responses), the extent to which the COVID-19 pandemic impacts the Company’s future results will depend on unknown future developments and any further impact on the global economy and the markets in which the Company operates and sells its products, all of which remain highly uncertain and cannot be accurately predicted at this time.

During the year ended December 31, 2020, and as a result of the impact of COVID-19, the Company recorded (i) a fair value adjustment to its contingent consideration related to the acquisition of Nortech Packaging LLC and Custom Assembly Solutions, Inc. (refer to Note 19 for more information on the Company's acquisition and Note 24 for more information on the Company's contingent consideration liability) and (ii) certain termination benefits related to a restructuring plan the Company initiated in response to COVID-19 uncertainties (refer to Note 4 for more information on manufacturing facility closures, restructuring and other related charges).

There were no other material impairments, changes to allowance for credit losses, restructuring charges or other changes in critical accounting judgments, estimates and assumptions that can be directly attributed to COVID-19 or otherwise for the years ending December 31, 2021 and 2020. Refer to Note 13 for more information regarding asset impairment testing.

3 -INFORMATION INCLUDED IN CONSOLIDATED EARNINGS

The following table describes the charges incurred by the Company which are included in the Company’s consolidated earnings for each of the years in the three-year period ended December 31, ~~2019:~~2021:


	2021	2020	2019
	$	$	$
Employee benefit expense
Wages, salaries and other short-term benefits	277,910	242,113	227,043
Termination benefits (Note 16)	74	4,110	2,274
Share-based compensation expense (Note 18)	21,655	22,879	501
Pension, post-retirement and other long-term employee benefit plans (Note 20):
Defined benefit plans	1,944	2,057	2,139
Defined contributions plans	8,245	6,824	7,142
	309,828	277,983	239,099
Finance costs (income) - Interest
Interest on borrowings and lease liabilities (1)	23,804	28,684	32,472
Amortization and write-off of debt issue costs on borrowings	5,149	1,210	1,194
Interest capitalized to property, plant and equipment	(1,277)	(458)	(1,976)
	27,676	29,436	31,690
Finance costs (income) - Other expense (income), net
Early redemption premium and other costs (Note 14)	14,412	—	—
Foreign exchange (gain) loss	(48)	38	(790)
Valuation adjustment made to non-controlling interest put options (Note 24)	12,007	2,470	3,339
Change in fair value of contingent consideration liability (Note 24)	—	(11,005)	—
Other costs, net	2,837	2,259	765
	29,208	(6,238)	3,314
Additional information
Depreciation of property, plant and equipment (Note 9)	51,871	50,237	51,030
Amortization of intangible assets (Note 12)	13,676	13,603	10,385
Impairment of assets, net (Note 13)	6,044	2,359	4,549

(1) Presented net of $1.2 million in interest reimbursements as a result of interest subsidy programs for the year ended December 31, 2021. Reimbursements were nil for the years ended December 31, 2020 and 2019.

2019 2018 2017
$ $ $
Employee benefit expense
Wages, salaries and other short-term benefits 227,043
197,155
170,657
Termination benefits (Note 16) 2,274
1,861
204
Share-based compensation expense (Note 18) 501
1,914
3,291
Pension, post-retirement and other long-term employee benefit plans (Note 20):
Defined benefit plans 2,139
2,768
2,811
Defined contributions plans 7,142
3,471
4,699
239,099
207,169
181,662
Finance costs - Interest
Interest on borrowings and lease liabilities 32,472
17,443
7,973
Amortization and write-off of debt issue costs on borrowings 1,194
1,906
651
Interest capitalized to property, plant and equipment (1,976 ) (2,277 ) (1,378 )
31,690
17,072
7,246
Finance costs - other expense (income), net
Foreign exchange (gain) loss (790 ) 1,945
(2,663 )
Put option valuation loss (gain) (Note 24) 3,339
—
(1,833 )
Other costs, net 765
1,865
1,098
3,314
3,810
(3,398 )
Additional information
Depreciation of property, plant and equipment (Note 9) 51,030
38,548
32,409
Amortization of intangible assets (Note 12) 10,385
6,281
3,729
Impairment of assets, net (Note 13) 4,549
6,936
1,433

4 -MANUFACTURING FACILITY CLOSURES, RESTRUCTURING AND OTHER RELATED CHARGES

There were no manufacturing facility closures, restructuring and other related charges incurred by the Company for the year ended December 31, 2021.

The following table describes the charges incurred by the Company which are included in the Company’s consolidated earnings for each of the years in the ~~three-year~~two-year period ended December 31, ~~2019~~2020 under the caption manufacturing facility closures, restructuring and other related charges:


	2020	2019
	$	$
Impairment of property, plant and equipment, net	—	669
Equipment relocation	38	156
Revaluation and impairment of inventories, net	596	130
Termination benefits and other labor related costs, net	3,389	1,874
Restoration and idle facility costs, net	270	1,978
Professional fees, net	40	393
Other recoveries	(5)	(64)
	4,328	5,136

2019 2018 2017
$ $ $
Impairment of property, plant and equipment, net 669
4,839
289
Equipment relocation 156
—
147
Revaluation and impairment of inventories, net 130
1,297
163
Termination benefits and other labor related costs 1,874
1,043
2
Restoration and idle facility costs 1,978
268
308
Professional fees 393
31
87
Other (recoveries) costs (64 ) (418 ) 363
5,136
7,060
1,359
Charges incurred during the year ended December 31, 2020 were mainly the result of employee restructuring initiatives which began in the second quarter in response to COVID-19 uncertainties. Charges incurred were composed of $3.7 million in cash charges mainly related to termination benefits, restoration and ongoing idle facility costs and $0.6 million in non-cash impairments of inventory.

Charges incurred during the year ended December 31, 2019 were mainly the result of the Montreal, Quebec manufacturing facility closure at the end of 2019 and the Johnson City, Tennessee manufacturing facility closure at the end of 2018. Charges incurred were composed of $4.3 million in cash charges mainly related to termination benefits, restoration and ongoing idle facility costs and $0.8 million inof non-cash impairments of property, plant and equipment and inventory.

Charges incurred during the year ended December 31, 2018 were mainly the result of the Johnson City, Tennessee manufacturing facility closure and were composed of $6.1 million of non-cash impairments of property, plant and equipment and inventory as well as $0.9 million in cash charges mainly related to termination benefits and other labor related costs.

Charges incurred during the year ended December 31, 2017 were primarily related to small scale restructuring initiatives associated with acquisition integration efforts, as well as charges related to product trials and other post-closure activities of the Columbia, South Carolina manufacturing facility.

As of December 31, ~~2019,~~2021, restructuring provisions of ~~$2.0~~$1.7 million($3.6 million in 2020) are included in provisions ~~($2.6 million in 2018)~~on the consolidated balance sheets within environmental and ~~$0.2 million in accounts payable~~termination benefits and ~~accrued liabilities ($0.1 million in 2018).~~other. Refer to Note 16 for more information on provisions.

5 -INCOME TAXES

On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was enacted into law in the US. The TCJA significantly changed the previously existing US tax laws and includes numerous provisions that had an immediate effect on the Company’s business and affects certain aspects of the Company's business going forward. These changes included, but were not limited to, (i) a reduction in the statutory corporate tax rate from 35% to 21%, (ii) an enhancement and extension through 2026 of bonus depreciation, (iii) limitations and eliminations of certain deductions, (iv) a one-time transition tax on deemed repatriation of deferred foreign income, and (v) new tax regimes impacting how foreign-derived earnings and cross-border intercompany transactions may be subject to US tax. During the year ended December 31, 2017, the Company recognized a net tax benefit of approximately $9.6 million primarily due to the remeasurement of the US net deferred tax liability using the lower US corporate tax rate provided under the TCJA.

The reconciliation of the combined Canadian federal and provincial statutory income tax rate to the Company’s effective income tax rate is detailed as follows for each of the years in the three-year period ended December 31, ~~2019:~~2021:


	2021	2020	2019
	%	%	%
Combined Canadian federal and provincial income tax rate	27.5	27.8	28.4
Foreign earnings/losses taxed at higher income tax rates	0.1	—	0.2
Foreign earnings/losses taxed at lower income tax rates	(1.6)	(4.3)	(4.8)
Prior period adjustments	0.4	(0.5)	0.5

Nondeductible expenses (nontaxable income)	4.5	(1.9)	1.1
Impact of other differences	(2.6)	1.6	(2.3)

Canadian deferred tax assets (recognized) not recognized	(3.1)	(1.8)	4.3
Derecognition (recognition) of deferred tax assets	0.4	(0.2)	(1.3)
Proposed tax assessment (1)	—	—	2.2
Effective income tax rate	25.6	20.7	28.3

2019 2018 2017
% % %
Combined Canadian federal and provincial income tax rate 28.4
28.4
28.8
Foreign earnings/losses taxed at higher income tax rates 0.2
0.4
6.8
Foreign earnings/losses taxed at lower income tax rates (4.8 ) (5.1 ) (0.6 )
Impact of TCJA enactment —
—
(12.4 )
Prior period adjustments 0.5

(3.4 )
—
Nondeductible expenses 1.1
3.9
0.4
Impact of other differences (2.3 ) (0.7 ) (2.3 )
Nontaxable dividend —
(8.6 ) (6.6 )
Canadian deferred tax assets not recognized 4.3

2.5

—
(Recognition) derecognition of deferred tax assets (1.3 ) —
2.8
Proposed tax assessment 2.2
—
—
Effective income tax rate 28.3
17.4
16.9
(1) Proposed tax assessment refers to a $2.3 million proposed state income tax assessment and the related interest expense recorded in the second quarter of 2019 which resulted from the denial of the utilization of certain net operating losses generated in tax years 2000-2006.

The major components of income tax expense (benefit) are outlined below for each of the years in the three-year period ended December 31, ~~2019:~~2021:


	2021	2020	2019
	$	$	$
Current income tax expense	22,113	25,595	17,195
Deferred tax expense (benefit)
Derecognition (recognition) of US deferred tax assets	396	(153)	(701)
US temporary differences	(83)	(6,605)	3,988
Canadian deferred tax assets (recognized) not recognized	(2,887)	(1,660)	2,474
Recognition of Canadian deferred tax assets	—	—	(22)
Canadian temporary differences	4,999	1,674	(5,678)
Temporary differences in other jurisdictions	(474)	270	(946)
Total deferred income tax expense (benefit)	1,951	(6,474)	(885)
Total tax expense for the year	24,064	19,121	16,310

2019 2018 2017
$ $ $
Current income tax expense 17,195
934
6,635
Deferred tax expense (benefit)
TCJA reduction in US corporate statutory rate —
—
(10,122 )
(Recognition) derecognition of US deferred tax assets (701 ) (182 ) 885
US temporary differences 3,988
10,427
15,668
Canadian deferred tax assets not recognized 2,474

1,297

—
(Recognition) derecognition of Canadian deferred tax assets (22 ) —
412
Canadian temporary differences (5,678 ) (1,548 ) 1,202
Temporary differences in other jurisdictions (946 ) (1,126 ) (1,631 )
Total deferred income tax (benefit) expense (885 ) 8,868
6,414
Total tax expense for the year 16,310
9,802
13,049
40

The amount of income taxes relating to components of OCI for each of the years in the three-year period ended December 31, ~~2019~~2021 is outlined below:


	Amount before income tax	Deferred income taxes	Amount net of income taxes
	$	$	$
For the year ended December 31, 2021
Deferred tax expense on remeasurement of defined benefit liability	5,305	(1,366)	3,939
Deferred tax expense on change in fair value of interest rate swap agreements designated as cash flow hedges	2,383	(577)	1,806

Deferred tax expense on gain arising from hedge of a net investment in foreign operations	(9,423)	(1,589)	(11,012)
	(1,735)	(3,532)	(5,267)

For the year ended December 31, 2020
Deferred tax benefit on remeasurement of defined benefit liability	(696)	216	(480)
Deferred tax benefit on change in fair value of interest rate swap agreements designated as cash flow hedges	(2,685)	658	(2,027)
Deferred tax expense on foreign exchange related impacts arising from intercompany settlements	2,117	(281)	1,836
Deferred tax expense on gain arising from hedge of a net investment in foreign operations	6,488	(764)	5,724
	5,224	(171)	5,053

For the year ended December 31, 2019
Deferred tax expense on remeasurement of defined benefit liability	762	(173)	589
Deferred tax benefit on change in fair value of interest rate swap agreements designated as cash flow hedges	(3,416)	359	(3,057)
Deferred tax expense on gain arising from hedge of a net investment in foreign operations	10,280	(45)	10,235
	7,626	141	7,767

Amount before
income tax

Deferred
income taxes

Amount net of
income taxes
$ $ $
For the year ended December 31, 2019
Deferred tax expense on remeasurement of defined benefit liability 762
(173 ) 589
Deferred tax benefit on change in fair value of interest rate swap agreements designated as cash flow hedges (3,416 ) 359
(3,057 )
Deferred tax expense on gain arising from hedge of a net investment in foreign operations 10,280
(45 ) 10,235
7,626
141
7,767

For the year ended December 31, 2018
Deferred tax expense on remeasurement of defined benefit liability 3,016
(730 ) 2,286
Deferred tax benefit on change in fair value of interest rate swap agreements designated as cash flow hedges 970
463
1,433
3,986
(267 ) 3,719

For the year ended December 31, 2017
Deferred tax expense on remeasurement of defined benefit liability 302
(213 ) 89
Deferred tax expense on change in fair value of interest rate swap agreements designated as cash flow hedges 2,358
(750 ) 1,608
2,660
(963 ) 1,697

Deferred tax expense due to TCJA reduction in US statutory rate (598 )

The amount of recognized deferred tax assets and liabilities is outlined ~~below:~~below as of December 31, 2021:


	Deferred tax assets	Deferred tax liabilities	Net
	$	$	$

Tax credits, losses, carryforwards and other tax deductions	8,842	—	8,842
Property, plant and equipment	10,142	(57,501)	(47,359)
Pension and other post-retirement benefits	3,210	—	3,210
Share-based payments	13,558	—	13,558
Accounts payable and accrued liabilities	10,146	—	10,146
Goodwill and other intangibles	7,768	(24,405)	(16,637)
Trade and other receivables	679	—	679
Inventories	2,150	—	2,150
Lease liabilities	10,475	—	10,475
Other	2,091	(1,501)	590
Deferred tax assets and liabilities	69,061	(83,407)	(14,346)

Deferred tax
assets

Deferred tax
liabilities
Net
$ $ $
As of December 31, 2019
Tax credits, losses, carryforwards and other tax deductions 11,638
—
11,638
Property, plant and equipment 16,654
(44,150 ) (27,496 )
Pension and other post-retirement benefits 3,966
—
3,966
Share-based payments 1,766
—
1,766
Accounts payable and accrued liabilities 6,022
—
6,022
Goodwill and other intangibles 7,028
(22,893 ) (15,865 )
Trade and other receivables 688
—
688
Inventories 1,918
—
1,918
Other 1,340
(908 ) 432
Deferred tax assets and liabilities 51,020
(67,951 ) (16,931 )
41

Presented in the consolidated balance sheets as:



	December 31, ~~2019~~ 2021
	$
Deferred tax assets	~~29,738~~24,579
Deferred tax liabilities	~~(46,669~~(38,925)	)
	~~(16,931~~(14,346)	)

Deferred tax
assets

Deferred tax
liabilities
Net
$ $ $
As of December 31, 2018
Tax credits, losses, carryforwards and other tax deductions 11,147
—
11,147
Property, plant and equipment 13,910
(38,290 ) (24,380 )
Pension and other post-retirement benefits 3,798
—
3,798
Share-based payments 2,508
—
2,508
Accounts payable and accrued liabilities 5,659
—
5,659
Goodwill and other intangibles 6,998
(25,343 ) (18,345 )
Trade and other receivables 633
—
633
Inventories 2,262
—
2,262
Other 5
(539 ) (534 )
Deferred tax assets and liabilities 46,920
(64,172 ) (17,252 )
The amount of recognized deferred tax assets and liabilities is outlined below as of December 31, 2020:


	Deferred tax assets	Deferred tax liabilities	Net
	$	$	$

Tax credits, losses, carryforwards and other tax deductions	10,465	—	10,465
Property, plant and equipment	15,882	(52,956)	(37,074)
Pension and other post-retirement benefits	4,231	—	4,231
Share-based payments	11,929	—	11,929
Accounts payable and accrued liabilities	8,945	—	8,945
Goodwill and other intangibles	7,083	(23,121)	(16,038)
Trade and other receivables	1,152	—	1,152
Inventories	1,530	—	1,530
Lease liabilities	9,616	—	9,616
Other	2,481	(1,668)	813
Deferred tax assets and liabilities	73,314	(77,745)	(4,431)

Presented in the consolidated balance sheets as:



	December 31, ~~2018~~ 2020
	$
Deferred tax assets	~~25,069~~29,677
Deferred tax liabilities	~~(42,321~~(34,108)	)
	~~(17,252~~(4,431)	)

Nature of evidence supporting recognition of deferred tax assets

In assessing the recoverability of deferred tax assets, management determines, at each balance sheet date, whether it is more likely than not that a portion or all of its deferred tax assets will be realized. This determination is based on quantitative and qualitative assessments by management and the weighing of all available evidence, both positive and negative. Such evidence includes the scheduled reversal of deferred tax liabilities, projected future taxable income and the implementation of tax planning strategies.

As of December 31, ~~2019,~~2021 and 2020, respectively, management analyzed all available evidence and determined it is more likely than not that substantially all of the Company’s deferred tax assets in the US and Canadian operating entities will be realized. Accordingly, the Company continues to recognize the majority of its deferred tax assets in the US and Canadian operating entities. With respect to the deferred tax assets at the Canadian corporate holding entity, the Parent Company, management determined it appropriate that the Parent Company's deferred tax assets should continue not to be fully recognized as of December 31, ~~2019.~~2021 and 2020, respectively. The Canadian deferred tax assets remain available to the Company in order to reduce its taxable income in future periods.

As of December 31, 2018, management analyzed all available evidence and determined it is more likely than not that substantially all of the Company’s deferred tax assets in the US and Canadian operating entities will be realized. Accordingly, the Company continues to recognize the majority of its deferred tax assets in the US and Canadian operating entities. With respect to the deferred tax assets at the Canadian corporate holding entity, the Parent Company, management determined it appropriate that the Parent Company's deferred tax assets should continue not to be recognized as of December 31, 2018. The Canadian deferred tax assets remain available to the Company in order to reduce its taxable income in future periods.

The following table outlines the changes in the deferred tax assets and liabilities during the year ended December 31, ~~2018:~~2020:


	Balance January 1, 2020	Recognized in earnings (with translation adjustments)	Recognized in contributed surplus	Recognized in OCI	Balance December 31, 2020
	$	$	$	$	$
Deferred tax assets
Tax credits, losses, carryforwards and other tax deductions	11,638	(892)	—	(281)	10,465
Property, plant and equipment	16,020	(138)	—	—	15,882
Pension and other post-retirement benefits	3,966	30	—	235	4,231
Share-based payments	1,766	4,857	5,306	—	11,929
Accounts payable and accrued liabilities	6,022	2,923	—	—	8,945
Goodwill and other intangibles	7,028	55	—	—	7,083
Trade and other receivables	688	464	—	—	1,152
Inventories	1,918	(388)	—	—	1,530
Lease liabilities	9,832	(216)	—	—	9,616
Other	863	1,722	—	(104)	2,481
	59,741	8,417	5,306	(150)	73,314
Deferred tax liabilities
Property, plant and equipment	(52,871)	(85)	—	—	(52,956)
Goodwill and other intangibles	(22,893)	(228)	—	—	(23,121)
Other	(908)	(760)	—	—	(1,668)

	(76,672)	(1,073)	—	—	(77,745)
Deferred tax assets and liabilities	(16,931)	7,344	5,306	(150)	(4,431)
Impact due to foreign exchange rates		(870)	—	(21)
Total recognized		6,474	5,306	(171)

Balance January 1, 2018 Recognized in
earnings (with
translation
adjustments) Recognized in
contributed
surplus Recognized in
OCI Recognized in deficit Business
acquisitions Balance December 31, 2018
$ $ $ $ $ $ $
Deferred tax assets
Tax credits, losses, carryforwards and other tax deductions 11,387
(3,051 ) —
—
—
2,811
11,147
Property, plant and equipment 15,661
(1,751 ) —
—
—
—
13,910
Pension and other post-retirement benefits 7,175
(2,604 ) —
(773 ) —
—
3,798
Share-based payments 4,532
(867 ) (744 ) —
(413 ) —
2,508
Accounts payable and accrued liabilities 3,894
740
—
—
—
1,025
5,659
Goodwill and other intangibles 7,950
(952 ) —
—
—
—
6,998
Trade and other receivables 344
277
—
—
—
12
633
Inventories 1,939
478
—
—
—
(155 ) 2,262
Other 466
190
—
—
—
(651 ) 5
53,348
(7,540 ) (744 ) (773 ) (413 ) 3,042
46,920
Deferred tax liabilities
Property, plant and equipment (28,208 ) (6,462 ) —
—
—
(3,620 ) (38,290 )
Goodwill and other intangibles (9,692 ) 3,262
—
—
—
(18,913 ) (25,343 )
Other (1,590 ) 588
—
463
—
—
(539 )
(39,490 ) (2,612 ) —
463
—
(22,533 ) (64,172 )
Deferred tax assets and liabilities 13,858
(10,152 ) (744 ) (310 ) (413 ) (19,491 ) (17,252 )
Impact due to foreign exchange rates 1,284
—
43
—

Total recognized (8,868 ) (744 ) (267 ) (413 )
43

The following table outlines the changes in the deferred tax assets and liabilities during the year ended December 31, ~~2019:~~2021:


	Balance January 1, 2019		Recognized in earnings (with translation adjustments)		Recognized in contributed surplus		Recognized in OCI		Recognized in deficit	Balance reclassified to other current assets		Balance December 31, 2019			Balance January 1, 2021	Recognized in earnings (with translation adjustments)	Recognized in contributed surplus	Recognized in OCI	Business acquisitions	Balance December 31, 2021
	$		$		$		$		$	$		$			$	$	$	$	$	$
Deferred tax assets														Deferred tax assets
Tax credits, losses, carryforwards and other tax deductions	11,147		2,503		—		—		—	(2,012	)	11,638		Tax credits, losses, carryforwards and other tax deductions	10,465	(1,751)	—	—	128	8,842
Property, plant and equipment	13,910		2,744		—		—		—	—		16,654		Property, plant and equipment	15,882	(5,740)	—	—	—	10,142
Pension and other post-retirement benefits	3,798		333		—		(165	)	—	—		3,966		Pension and other post-retirement benefits	4,231	339	—	(1,360)	—	3,210
Share-based payments	2,508		(728	)	(17	)	—		3	—		1,766		Share-based payments	11,929	1,477	152	—	—	13,558
Accounts payable and accrued liabilities	5,659		363		—		—		—	—		6,022		Accounts payable and accrued liabilities	8,945	1,201	—	—	—	10,146
Goodwill and other intangibles	6,998		30		—		—		—	—		7,028		Goodwill and other intangibles	7,083	1,609	—	—	(924)	7,768
Trade and other receivables	633		55		—		—		—	—		688		Trade and other receivables	1,152	(473)	—	—	—	679
Inventories	2,262		(344	)	—		—		—	—		1,918		Inventories	1,530	576	—	—	44	2,150
Lease liabilities														Lease liabilities	9,616	812	—	—	47	10,475
Other	5		1,380		—		(45	)	—	—		1,340		Other	2,481	1,733	—	(2,123)	—	2,091
	46,920		6,336		(17	)	(210	)	3	(2,012	)	51,020			73,314	(217)	152	(3,483)	(705)	69,061
Deferred tax liabilities														Deferred tax liabilities
Property, plant and equipment	(38,290	)	(5,860	)	—		—		—	—		(44,150	)	Property, plant and equipment	(52,956)	(4,387)	—	—	(158)	(57,501)
Goodwill and other intangibles	(25,343	)	2,450		—		—		—	—		(22,893	)	Goodwill and other intangibles	(23,121)	2,282	—	—	(3,566)	(24,405)
Other	(539	)	(726	)	—		357		—	—		(908	)	Other	(1,668)	569	—	—	(402)	(1,501)
	(64,172	)	(4,136	)	—		357		—	(2,012	)	(67,951	)
															(77,745)	(1,536)	—	—	(4,126)	(83,407)
Deferred tax assets and liabilities	(17,252	)	2,200		(17	)	147		3	—		(16,931	)	Deferred tax assets and liabilities	(4,431)	(1,753)	152	(3,483)	(4,831)	(14,346)
Impact due to foreign exchange rates			(1,315	)	—		(6	)	—					Impact due to foreign exchange rates		(198)	—	(49)
Total recognized			885		(17	)	141		3					Total recognized		(1,951)	152	(3,532)

Deductible temporary differences and unused tax losses for which no deferred tax asset is recognized in the consolidated balance sheets are as follows:


	December 31, 2019	December 31, 2018		December 31, 2021	December 31, 2020
	$	$		$	$
Tax losses, carryforwards and other tax deductions	51,134	39,787	Tax losses, carryforwards and other tax deductions	44,523	47,829
Share-based payments	3,457	2,417	Share-based payments	8,852	7,231
	54,591	42,204

				53,375	55,060

4344

The following table presents the amounts and expiration dates relating to unused tax credits in Canada for which no asset is recognized in the consolidated balance sheets as of December 31:


				2021	2020
	2019	2018		$	$
	$	$
2019	—	1,172
2020	541	518
2021	204	196	2021	—	209
2022	466	446	2022	476	476
2023	230	221	2023	235	236
2024	217	208	2024	222	222
2025	367	352	2025	375	376
2026	281	269	2026	287	288
2027	256	245	2027	262	262
2028	298	285	2028	304	305
2029	237	227	2029	242	243
2030	216	207	2030	221	221
2031	316	303	2031	323	324
2032	190	182	2032	194	194
2033	233	223	2033	238	238
2034	206	197	2034	210	211
2035	547	525	2035	559	560
2036	359	344	2036	367	367
2037	260	249	2037	265	266
2038	651	581	2038	665	666
2039	651	—	2039	266	266
2040			2040	240	266
2041			2041	240	—
Total tax credits derecognized	6,726	6,950	Total tax credits derecognized	6,191	6,196

The following table presents the year of expiration of the Company’s operating losses carried forward in Canada as of December 31, ~~2019:~~2021:


				Deferred tax assets not recognized
	Deferred tax assets not recognized				Federal	Provincial
	Federal	Provincial			$	$
	$	$
2027	6,144	6,144
2028	7,502	7,502
2026			2026		6,047	6,047
2029	912	912	2029		563	563
2030	3,042	3,042	2030		126	126
2031	1,694	1,694	2031		—	—
2037	1,168	1,168	2037		2,567	2,567
2038	7,647	7,647	2038		—	—
2039	11,814	11,814	2039		—	—
	39,923	39,923
					9,303	9,303

In addition, the Company has (i) consolidated state losses of ~~$40.7~~$46.3 million (with expiration dates ranging from ~~2020~~2022 to ~~2038)~~2039) for which a tax benefit of ~~$0.6~~$1.0 million has not been recognized; (ii) ~~stand alone~~standalone state losses of ~~$71.7~~$70.7 million (with expiration dates ranging from ~~2020~~2022 to ~~2038)~~2039) for which a tax benefit of ~~$2.5~~$2.4 million has not been recognized; and (iii) ~~US. state credits of $0.1 million that were recognized in the current year; and (iv) $15.7~~$15.6 million of capital loss carryforwards with indefinite lives available to offset future capital gains in Canada for which no tax benefit has been recognized.

6 -EARNINGS PER SHARE

The weighted average number of common shares outstanding is as follows for each of the years in the three-year period ended December 31, ~~2019:~~2021:


	2021	2020	2019
Basic	59,127,025	59,010,485	58,798,488
Effect of stock options	1,389,081	620,388	190,646
Diluted	60,516,106	59,630,873	58,989,134

2019 2018 2017
Basic 58,798,488
58,815,526
59,072,119
Effect of stock options 190,646
268,649
371,933
Effect of PSUs —
—
143,717
Diluted 58,989,134
59,084,175
59,587,769

~~There were 505,812 and 242,918 stock~~Stock options that were anti-dilutive and excluded from the calculation of weighted average diluted common shares for each of the ~~year~~years in the three-year period ended December 31, ~~2019 and 2018, respectively. There~~2021 were ~~no stock options that were anti-dilutive and excluded from the calculation of weighted average diluted common shares for the year ended December 31, 2017.~~as follows:


	2021	2020	2019
Anti-dilutive stock options	243,152	612,601	505,812

The PSU plan was amended on February 17, 2017 to provide for only cash settlement of awards. Prior to the amendment, PSUs were to be settled in common shares of the Company and were included in the calculation of weighted average diluted common shares, to the extent they were dilutive, when the applicable performance conditions had been satisfied. Subsequent to amendment, there is no impact of PSUs in the calculation of weighted average diluted common shares. Refer to Note 2 for a discussion of the impact on the calculation of earnings per share prior to February 17, 2017 and subsequent to February 17, 2017.

~~The effect of PSUs included in the calculation of weighted average diluted shares outstanding includes the following for the year ended December 31, 2017:~~



	~~2017~~
~~PSUs which met the performance criteria~~	~~885,879~~

7 -INVENTORIES

Inventory is composed of the following for the years ended:


	December 31, 2021	December 31, 2020
	$	$
Raw materials	91,232	61,051
Work in process	62,128	38,850
Finished goods	103,329	72,535
Parts and supplies	23,634	22,080
	280,323	194,516

December 31,
2019 December 31,
2018
$ $
Raw materials 52,617
52,157
Work in process 29,927
30,017
Finished goods 81,605
88,307
Parts and supplies 20,788
20,194
184,937
190,675

The Company recorded impairments of inventories to net realizable value in the Company’s consolidated earnings as an expense for each of the years in the three-year period ended December 31, ~~2019~~2021 as follows:


	2021	2020	2019
	$	$	$
Impairments recorded in manufacturing facility closures, restructuring and other related charges	—	596	634
Reversals of impairments recorded in manufacturing facility closures, restructuring and other related charges	—	—	(504)
Impairments recorded in cost of sales	5,240	1,179	2,877
	5,240	1,775	3,007

2019 2018 2017
$ $ $
Impairments recorded in manufacturing facility closures, restructuring and other related charges 634
1,297
338
Reversals of impairments recorded in manufacturing facility closures, restructuring and other related charges (504 ) —
(175 )
Impairments recorded in cost of sales 2,877
716
801
3,007
2,013
964

Refer to Note 13 for information regarding impairments of inventories.

The amount of inventories included in the Company’s consolidated earnings in cost of sales for each of the years in the three-year period ended December 31, ~~2019~~2021 is as follows:


	2021	2020	2019
	$	$	$
Inventories recognized in cost of sales	1,088,649	843,717	836,600

2019 2018 2017
$ $ $
Inventories recognized in cost of sales 836,600
771,224
646,702

8 -OTHER CURRENT ASSETS

Other current assets are composed of the following for the years ended:


	December 31, 2021	December 31, 2020
	$	$
Prepaid expenses	11,058	9,086
Income taxes receivable and prepaid	10,688	3,280
Sales and other taxes receivable and credits	4,756	3,988
Supplier rebates receivable	2,982	2,596
Reserve for inventory returns	1,002	1,196
Other	1,624	902
	32,110	21,048

December 31,
2019 December 31,
2018
$ $
Prepaid expenses 8,892
8,424
Sales and other taxes receivable and credits 5,747
4,873
Income taxes receivable and prepaid 3,977
6,202
Supplier rebates receivable 1,533
2,006
Reserve for inventory returns 1,003
1,227
Other 1,135
1,663
22,287
24,395

9 -PROPERTY, PLANT AND EQUIPMENT

The following table outlines the changes to property, plant and equipment during the year ended December 31, ~~2018:~~

2020:


	Land		Buildings		Manufacturing equipment		Computer equipment and software		Furniture, office equipment and other		Construction in progress		Total			Land	Buildings	Manufacturing equipment	Computer equipment and software	Furniture, office equipment and other	Construction in progress	Total
	$		$		$		$		$		$		$			$	$	$	$	$	$	$
Gross carrying amount															Gross carrying amount
Balance as of December 31, 2017	12,110		127,073		627,400		42,502		2,705		37,835		849,625
Balance as of December 31, 2019															Balance as of December 31, 2019	12,192	193,831	755,613	44,724	5,294	14,411	1,026,065

Additions – right-of-use assets															Additions – right-of-use assets	—	2,284	974	—	806	—	4,064
Additions – separately acquired	—		—		—		—		—		74,712		74,712		Additions – separately acquired	—	—	—	—	—	45,464	45,464
Additions through business acquisitions	2,400		5,720		28,619		146		163		1,334		38,382

Assets placed into service	—		10,330		42,114		1,876		785		(55,105	)	—		Assets placed into service	—	2,528	18,054	1,493	289	(22,364)	—
Disposals	—		(180	)	(4,667	)	(230	)	(137	)	—		(5,214	)	Disposals	—	(54)	(1,902)	(7)	(541)	(86)	(2,590)
Category reclassifications	(1,641	)	4,229		(2,588	)	—		—		—		—

Foreign exchange and other	(793	)	(1,755	)	(8,632	)	(243	)	(58	)	(1,107	)	(12,588	)	Foreign exchange and other	(79)	1,605	3,216	247	217	(98)	5,108
Balance as of December 31, 2018	12,076		145,417		682,246		44,051		3,458		57,669		944,917
Balance as of December 31, 2020															Balance as of December 31, 2020	12,113	200,334	776,611	46,467	6,180	37,327	1,079,032
Accumulated depreciation and impairments	Accumulated depreciation and impairments														Accumulated depreciation and impairments
Balance as of December 31, 2017	609		66,294		430,168		36,652		2,108		274		536,105
Depreciation	—		5,615		30,154		2,245		534		—		38,548
Balance as of December 31, 2019															Balance as of December 31, 2019	609	81,055	486,127	39,453	3,510	—	610,754
Depreciation (1)															Depreciation (1)	—	11,314	35,745	2,211	1,146	—	50,416
Impairments	370		820		3,649		—		—		84		4,923		Impairments	—	—	127	—	—	86	213

Disposals	—		(118	)	(4,305	)	(229	)	(128	)	—		(4,780	)	Disposals	—	(54)	(845)	(7)	(531)	(86)	(1,523)
Foreign exchange and other	—		(1,035	)	(5,662	)	(208	)	(48	)	(2	)	(6,955	)	Foreign exchange and other	0	515	3,034	217	192	—	3,958
Balance as of December 31, 2018	979		71,576		454,004		38,460		2,466		356		567,841
Net carrying amount as of December 31, 2018	11,097		73,841		228,242		5,591		992		57,313		377,076
Balance as of December 31, 2020															Balance as of December 31, 2020	609	92,830	524,188	41,874	4,317	—	663,818
Net carrying amount as of December 31, 2020															Net carrying amount as of December 31, 2020	11,504	107,504	252,423	4,593	1,863	37,327	415,214

4647

The following table outlines the changes to property, plant and equipment during the year ended December 31, ~~2019:~~

2021:


	Land		Buildings		Manufacturing equipment		Computer equipment and software		Furniture, office equipment and other		Construction in progress		Total			Land	Buildings	Manufacturing equipment	Computer equipment and software	Furniture, office equipment and other	Construction in progress	Total
	$		$		$		$		$		$		$			$	$	$	$	$	$	$
Gross carrying amount															Gross carrying amount
Balance as of December 31, 2018	12,076		145,417		682,246		44,051		3,458		57,669		944,917
Adjustment on transition to IFRS 16	—		27,960		1,914		—		1,180		—		31,054
Balance as of December 31, 2020															Balance as of December 31, 2020	12,113	200,334	776,611	46,467	6,180	37,327	1,079,032

Additions – right-of-use assets	—		11,844		1,701		—		203		—		13,748		Additions – right-of-use assets	—	7,977	1,782	—	519	—	10,278
Additions – separately acquired	—		—		—		—		—		48,376		48,376		Additions – separately acquired	—	—	—	—	—	88,532	88,532
Additions through business acquisitions															Additions through business acquisitions	—	309	1,290	—	58	—	1,657
Assets placed into service	581		13,105		73,708		2,174		563		(90,131	)	—		Assets placed into service	—	4,549	44,180	1,517	128	(50,374)	—
Disposals	(360	)	(3,776	)	(8,889	)	(1,622	)	(136	)	(960	)	(15,743	)	Disposals	—	(3,195)	(25,425)	(1,118)	(633)	(513)	(30,884)
Category reclassifications	—		(1,488	)	1,488		—		—		—		—

Foreign exchange and other	(105	)	769		3,445		121		26		(543	)	3,713		Foreign exchange and other	(187)	(827)	(5,215)	—	(136)	665	(5,700)
Balance as of December 31, 2019	12,192		193,831		755,613		44,724		5,294		14,411		1,026,065
Balance as of December 31, 2021															Balance as of December 31, 2021	11,926	209,147	793,223	46,866	6,116	75,637	1,142,915
Accumulated depreciation and impairments	Accumulated depreciation and impairments														Accumulated depreciation and impairments
Balance as of December 31, 2018	979		71,576		454,004		38,460		2,466		356		567,841
Balance as of December 31, 2020															Balance as of December 31, 2020	609	92,830	524,188	41,874	4,317	—	663,818
Depreciation ⁽¹⁾	—		11,208		36,810		2,326		1,121		—		51,465		Depreciation (1)	—	12,319	36,298	2,247	1,122	—	51,986
Impairments	—		236		1,211		149		18		607		2,221		Impairments	—	72	219	—	—	513	804
Impairment reversals	—		—		(751	)	—		—		—		(751	)

Disposals	(360	)	(2,501	)	(7,996	)	(1,595	)	(105	)	(960	)	(13,517	)	Disposals	—	(3,195)	(25,033)	(1,118)	(619)	(513)	(30,478)
Foreign exchange and other	(10	)	536		2,849		113		10		(3	)	3,495		Foreign exchange and other	—	(413)	(2,046)	(9)	(103)	—	(2,571)
Balance as of December 31, 2019	609		81,055		486,127		39,453		3,510		—		610,754
Net carrying amount as of December 31, 2019	11,583		112,776		269,486		5,271		1,784		14,411		415,311
Balance as of December 31, 2021															Balance as of December 31, 2021	609	101,613	533,626	42,994	4,717	—	683,559
Net carrying amount as of December 31, 2021															Net carrying amount as of December 31, 2021	11,317	107,534	259,597	3,872	1,399	75,637	459,356

⁽¹⁾

(1) The difference between the depreciation additions presented above and depreciation expense included in the Company’s consolidated earnings is the amortization of government grants recognized in deferred income for the purchase and construction of plant and equipment in the amount of $0.1 million and $0.2 million as of December 31, 2021 and 2020, respectively. When the assets are placed into service, the deferred income is recognized as a credit to depreciation expense through cost of sales on a systematic basis over the related assets’ useful lives. Refer to Note 14 for additional information on the Company's forgivable government loans.

The difference between the depreciation additions presented above and depreciation expense included in the Company’s consolidated earnings is the amortization of government grants recognized in deferred income for the purchase and construction of plant and equipment in the amount of $0.4 million as of December 31, 2019. When the assets are placed into service, the deferred income is recognized as a credit to depreciation expense through cost of sales on a systematic basis over the related assets’ useful lives. Refer to Note 14 for additional information on the Company's forgivable government loans.

Capital expenditures incurred in the year ended December 31, ~~2019 were~~2021 consisted primarily of $43.2 million to ~~support~~expand production capacity in the ~~end stages of strategic~~Company's highest growth product categories, specifically water-activated tape, wovens, protective packaging and films, as well as $17.1 million for cost savings initiatives ~~completed during 2019 including: the greenfield manufacturing facilities in India~~ and ~~the capacity expansion project at the Midland, North Carolina manufacturing facility. Capital expenditures were also incurred to support other smaller-scale strategic~~digital transformation and ~~growth initiatives, including projects to support the integration of acquired operations.~~$21.0 million for regular maintenance. As of December 31, ~~2019,~~2021, the Company had commitments to suppliers to purchase machinery and equipment totalling ~~$9.0~~$26.2 million, primarily to support ~~smaller-scale strategic and growth~~the above mentioned initiatives. It is expected that such amounts will be paid out in the next twelve months and will be funded by the Company's borrowings and cash flows from operating activities.

Capital expenditures incurred in the year ended December 31, ~~2018~~2020 were primarily to support investments in e-commerce related production capacity, maintenance needs, initiatives supporting the ~~greenfield manufacturing facilities in India as well as capacity expansion at the Midland, North Carolina manufacturing facility~~efficiency and effectiveness of operations and other ~~growth~~strategic initiatives.

During the year ended December 31, ~~2019,~~2021, the loss on disposals amounted to ~~$0.6~~$0.1 million ($~~0.2~~0.3 million and ~~$0.3~~$0.6 million loss on disposals in ~~2018~~2020 and ~~2017,~~2019, respectively).

Supplemental information regarding property, plant and equipment is as follows for the years ended:


	December 31, 2019		December 31, 2018			December 31, 2021		December 31, 2020
Interest capitalized to property, plant and equipment	$1,976		$2,277		Interest capitalized to property, plant and equipment	$1,277		$458
Weighted average capitalization rates	7.56	%	7.64	%	Weighted average capitalization rates	4.14	%	4.94	%

4748

Additional information on the carrying amount of the right-of-use assets by class of assets and related depreciation expense is as follows as of and for the ~~year ended December 31, 2019:~~years ended:


	Buildings	Manufacturing equipment	Furniture, office equipment and other	Total
	$	$	$	$
December 31, 2021:
Carrying amount	34,586	14,264	716	49,566
Depreciation expense	6,316	3,270	852	10,438
December 31, 2020:
Carrying amount	32,795	15,916	917	49,628
Depreciation expense	5,923	3,230	746	9,899

Buildings Manufacturing equipment Furniture,
office equipment
and other Total
$ $ $ $
Carrying amount 36,263
18,348
866
55,477
Depreciation expense 5,331
3,248
796
9,375

Additional information on the carrying amount of leases under finance lease obligations by class of assets and related depreciation expense is as follows as of and for the year ended December 31, 2018:

Buildings Manufacturing equipment Furniture,
office equipment
and other Total
$ $ $ $
Carrying amount 1,526
18,233
301
20,060
Depreciation expense 451
2,263
315
3,029

10 -OTHER ASSETS

Other assets are composed of the following for the years ended:


	December 31, 2019	December 31, 2018		December 31, 2021	December 31, 2020
	$	$		$	$
Corporate owned life insurance held in grantor trust	5,992	4,210	Corporate owned life insurance held in grantor trust	10,735	7,988
Pension benefits ⁽¹⁾	1,966	—	Pension benefits (1)	3,539	3,024
Deposits	1,179	1,194	Deposits	1,120	1,083
Prepaid software licensing	960	1,173	Prepaid software licensing	722	786
Cash surrender value of officers’ life insurance	386	358	Cash surrender value of officers’ life insurance	418	408
Interest rate swap agreements ⁽²⁾	—	2,605

Other	35	46	Other	15	21
	10,518	9,586		16,549	13,310


(1)Refer to Note 20 for additional information regarding employee benefit plans. ⁽¹⁾	~~Refer to Note 20 for additional information regarding employee benefit plans.~~


⁽²⁾	~~Refer to Note 24 for additional information regarding the fair value of interest rate swap agreements.~~

11 - GOODWILL

The following table outlines the changes in goodwill during the period:



			Total
			$
~~Balance as of December 31, 2017~~			~~41,690~~
~~Acquired through business acquisitions~~ ⁽¹⁾	~~69,136~~
~~Foreign exchange~~	~~(3,112~~	)
~~Balance as of December 31, 2018~~	~~107,714~~
~~Foreign exchange~~	~~(37~~	)
Balance as of December 31, 2019	107,677


^{Acquired through business acquisition (1)}			~~Refer to Note 19 for additional information regarding~~25,640
Foreign exchange			(423)
Balance as of December 31, 2020			132,894
Acquired through business ~~combinations.~~acquisition (1)			19,789
Foreign exchange			(849)
Balance as of December 31, 2021			151,834

(1)Refer to Note 19 for additional information regarding the Company's recent business acquisitions.

4849

12 -INTANGIBLE ASSETS

The following tables outline the changes in intangible assets during the period:


	License agreements	Customer lists (1)	Software (2)	Patents/ Trademark/Trade names (3)	Non-compete agreements	Total
	$	$	$	$	$	$
Gross carrying amount
Balance as of December 31, 2019	190	105,497	8,618	15,053	8,034	137,392
Additions – separately acquired	—	—	1,881	—	—	1,881
Additions through business acquisitions	—	18,462	—	1,616	1,441	21,519
Disposals	—	—	(421)	—	—	(421)
Foreign exchange and other	—	(207)	—	135	(180)	(252)
Balance as of December 31, 2020	190	123,752	10,078	16,804	9,295	160,119
Accumulated amortization and impairments
Balance as of December 31, 2019	190	16,122	2,506	382	3,143	22,343
Amortization	—	10,406	1,449	257	1,491	13,603
Disposals	—	—	(371)	—	—	(371)
Impairments	—	—	371	—	—	371
Foreign exchange and other	—	(49)	—	2	(54)	(101)
Balance as of December 31, 2020	190	26,479	3,955	641	4,580	35,845
Net carrying amount as of December 31, 2020	—	97,273	6,123	16,163	4,715	124,274

Distribution
rights Customer
contracts License
agreements Customer
lists
Software ⁽¹⁾

Patents/
Trademark/Trade names ⁽²⁾
Non-compete
agreements Total
$ $ $ $ $ $ $ $
Gross carrying amount
Balance as of December 31, 2017 2,879
1,107
302
32,641
4,891
8,935
8,720
59,475
Additions – separately acquired —
—
—
—
1,617
16
—
1,633
Additions through business acquisitions —
—
—
75,683
—
6,810
380
82,873
Foreign exchange and other (224 ) (86 ) —
(2,075 ) 19
(723 ) (733 ) (3,822 )
Balance as of December 31, 2018 2,655
1,021
302
106,249
6,527
15,038
8,367
140,159
Accumulated amortization and impairments
Balance as of December 31, 2017 2,879
1,107
217
4,877
1,299
505
1,273
12,157
Amortization —
—
7
4,698
557
101
918
6,281
Foreign exchange and other (224 ) (86 ) —
(265 ) 19
2
(114 ) (668 )
Balance as of December 31, 2018 2,655
1,021
224
9,310
1,875
608
2,077
17,770
Net carrying amount as of December 31, 2018 —
—
78
96,939
4,652
14,430
6,290
122,389

Distribution
rights Customer
contracts License
agreements �� Customer
lists
Software ⁽¹⁾

Patents/
Trademark/Trade names ⁽²⁾
Non-compete
agreements Total
$ $ $ $ $ $ $ $
Gross carrying amount
Balance as of December 31, 2018 2,655
1,021
302
106,249
6,527
15,038
8,367
140,159
Additions – separately acquired —
—
—
—
2,588
—
—
2,588
Disposals (2,728 ) (1,049 ) (112 ) (811 ) (477 ) (503 ) (198 ) (5,878 )
Foreign exchange and other 73
28
—
59
(20 ) 518
(135 ) 523
Balance as of December 31, 2019 —
—
190
105,497
8,618
15,053
8,034
137,392
Accumulated amortization and impairments
Balance as of December 31, 2018 2,655
1,021
224
9,310
1,875
608
2,077
17,770
Amortization —
—
7
7,677
1,133
258
1,310
10,385
Disposals (2,728 ) (1,049 ) (112 ) (811 ) (477 ) (503 ) (198 ) (5,878 )
Impairments —
—
72
—
—
—
—
72
Foreign exchange and other 73
28
(1 ) (54 ) (25 ) 19
(46 ) (6 )
Balance as of December 31, 2019 —
—
190
16,122
2,506
382
3,143
22,343
Net carrying amount as of December 31, 2019 —
—
—
89,375
6,112
14,671
4,891
115,049


⁽¹⁾	~~Includes $0.4 million and $0.2 million of acquired software licenses during the years ended December 31, 2019 and 2018, respectively.~~


⁽²⁾	~~Includes trademarks and trade names not subject to amortization totalling $14.4 million and $13.8 million as of December 31, 2019 and 2018, respectively.~~


	License agreements	Customer lists (1)	Software (2)	Patents/ Trademark/Trade names (3)	Non-compete agreements	Total
	$	$	$	$	$	$
Gross carrying amount
Balance as of December 31, 2020	190	123,752	10,078	16,804	9,295	160,119
Additions – separately acquired	—	—	3,268	3,503	—	6,771
Additions through business acquisitions	—	8,343	30	12,152	1,126	21,651
Disposals	(75)	(2,344)	—	—	—	(2,419)
Foreign exchange and other	—	(296)	(20)	(87)	(122)	(525)
Balance as of December 31, 2021	115	129,455	13,356	32,372	10,299	185,597
Accumulated amortization and impairments
Balance as of December 31, 2020	190	26,479	3,955	641	4,580	35,845
Amortization	—	9,331	1,982	706	1,657	13,676
Disposals	(75)	(2,344)	—	—	—	(2,419)

Foreign exchange and other	—	(141)	4	(14)	(79)	(230)
Balance as of December 31, 2021	115	33,325	5,941	1,333	6,158	46,872
Net carrying amount as of December 31, 2021	—	96,130	7,415	31,039	4,141	138,725

~~The Company holds~~(1)Includes customer relationships related to ~~its~~the Company's acquisition of Polyair ~~acquisition~~Inter Pack Inc. on August 3, 2018, with a carrying amount of ~~$64.3~~$54.9 million and ~~$68.8~~$59.6 million as of December 31, ~~2019~~2021 and ~~2018,~~2020, respectively. These customer relationships will be fully amortized in the year 2033.

(2)Includes $0.1 million and $0.4 million of acquired software licenses during the years ended December 31, 2021 and 2020, respectively.

(3)Includes trademarks and trade names not subject to amortization totalling $22.9 million and $16.1 million as of December 31, 2021 and 2020, respectively.

During the year ended December 31, 2021, the loss on disposals was nil ($0.1 million in 2020 and nil in 2019, respectively).

13 -IMPAIRMENT OF ASSETS

CGU Determination and Indicators of Impairment

In updating its determination of CGUs and applying any related indicators of impairment, the Company took into consideration ~~the~~any manufacturing facility closures and other related activities that may have taken place over the course of the year; the expected costs, timeline, and future benefits expected from its major capital expenditure projects; the impact of acquisitions; as well as changes in the interdependencies of cash flows among the Company’s manufacturing sites. As a result of this analysis, the Company’s CGUs consist of the following:

•The tapes, films and ~~films~~protective packaging CGU (the ~~"T&F~~"TF&P CGU") includes the Company’s tape, film and ~~film~~protective packaging manufacturing locations in the United States, Canada, India, Hong Kong, China, Germany, and ~~India that it owned prior to 2018.~~the United Kingdom.

•The engineered coated products CGU (the “ECP CGU") includes the Company’s engineered coated products manufacturing facilities located in the United States, Canada, and India.

•As discussed in Note 19, the Company acquired ~~100% of~~ the equity value of Polyair in 2018. Polyair continues to be considered by management as a separate CGU, despite integration efforts making significant progress in 2019 and continuing towards furthering operational alignment and interdependency of cash flows within the T&F CGU. Management monitors the goodwill balance of Polyair combined with the T&F CGU assets as it remains focused on achieving its strategic plan of developing significant acquisition synergies, and as a result of those synergies, having greater interdependencies of cash flows. Accordingly, theoperating assets of ~~Polyair are included~~Nortech in ~~the tapes and film impairment test discussed further below (the “T&F Group”).~~

The engineered coated products CGU (“ECP CGU") includes the Company’s ECP manufacturing facilities in the United States and Canada that it owned prior to 2018, as well as the newly-acquired Capstone and Maiweave facilities discussed in Note 19. Capstone and Maiweave are considered to be part of the ECP CGU as they support and expand the Company's operations both in India and domestically in the US.

~~The Company’s other CGU, Fibope,~~February 2020, which consists of ~~the Company’s operating site~~1 manufacturing facility (the "Nortech CGU") that operates largely on a standalone basis and with its own customer base.

•The Company has an additional CGU consisting of a single manufacturing facility located in ~~Portugal.~~Portugal, which does not contain any long-lived intangible assets or goodwill and, therefore, is not subject to annual impairment testing.

There were no indicators of impairment for ~~any~~the TF&P CGU and the ECP CGU. During the year ended December 31, 2021 and 2020, however, management concluded there were indicators of impairment for the ~~CGUs previously described.~~Nortech CGU due to the impact of, and macroeconomic events resulting from, COVID-19 and other delays in the acquisition integration efforts. Due to the existence of recorded goodwill and indefinite-lived intangible assets associated with the ~~T&F Group~~TF&P CGU, the ECP CGU and the ~~ECP~~Nortech CGU, the Company conducted impairment tests as discussed further below.

The tests did not result in any impairment being recognized as of December 31, ~~2019~~2021 and ~~2018.~~2020. Unrelated to the impairment tests performed at the CGU level, there were impairments of certain individual assets as disclosed in the impairments table ~~below, which primarily relate to manufacturing facility closures, restructuring and other related charges.~~further below.

The Company also considers indicators, if any exist, for the reversal of prior impairment charges recorded. This analysis of indicators is based on the recent and projected results of CGUs and specific asset groups that were previously impaired. For the years ended December 31, ~~2019~~2021 and ~~2018,~~2020, these analyses did not result in any impairment reversals.

Impairment Testing

All of the Company’s carrying amounts of goodwill, intangible assets with indefinite useful lives and software not yet available for use as of December 31, ~~2019~~2021 and ~~2018~~2020 relate to the ~~T&F Group~~TF&P CGU, the ECP CGU and the ~~ECP~~Nortech CGU. The Company performed the required annual impairment testing for these asset groups during the fourth quarter of ~~2019~~2021 and ~~2018.~~2020. The impairment test for the asset groups was determined based on their value in use. Key assumptions used in each discounted cash flow projection, management’s approach to determine the value assigned to each key assumption, and other information as required for the asset groups are outlined in the tables below. ~~Reasonably possible changes~~Changes in ~~the~~ key assumptions ~~below~~used that the Company believes are reasonably possible would not ~~be expected to~~ cause the carrying ~~amount~~amounts of the asset groups to exceed ~~its~~their recoverable ~~amount,~~amounts, in which case ~~an impairment~~impairments would otherwise be recognized.

Revenue and other future assumptions used in these models were prepared in accordance with IAS 36 – Impairment of Assets and do not include the benefit from obtaining, or the incremental costs to obtain, growth initiatives or cost reduction programs that the Company may be planning but has not yet undertaken within its current asset base.

5051

Details of the key assumptions used in impairment tests performed as of December 31, ~~2019~~2021 are outlined below:


	TF&P CGU		ECP CGU		Nortech CGU
Carrying amount allocated to the asset group:
Goodwill	$120,601		$5,593		$25,640
Intangible assets with indefinite useful lives	$21,281		—		$1,616
Results of test performed as of December 31, 2021:
Forecast period annual revenue growth rates (1)	15% in 2022, 3% in 2023, tapering down to 2% thereafter		14% in 2022, 3% thereafter		77% in 2022, 19% in 2023, 29% in 2024, tapering down to 3% thereafter
Discount rate (2)	7.9	%	10.9	%	11.6	%
Cash flows beyond the forecast period have been extrapolated using a steady growth rate of (3)	2	%	3	%	3	%
Income tax rate (4)	28.0	%	27.0	%	25.5	%

T&F Group ECP CGU
Carrying amount allocated to the asset group:
Goodwill $101,846 $5,831
Intangible assets with indefinite useful lives $14,359 —
Results of test performed as of December 31, 2019:
Recoverable amount $1,358,859 $255,258
Forecast period annual revenue growth rates ⁽¹⁾
1.3% in 2020, 2.3-3.1% thereafter
6.3% in 2020, 2.8% in 2021, tapering down to 2.5% thereafter
Discount rate ⁽²⁾
8.8 % 11.6 %
Cash flows beyond the forecast period have been extrapolated using a steady growth rate of ⁽³⁾
2.3 % 2.5 %
Income tax rate ⁽⁴⁾
28.0 % 27.0 %
(1)For the TF&P CGU and for the ECP CGU, the projected revenue growth rates for the period are consistent with the Company's recent history of sales volumes within the asset group, as well as the Company’s expectation that its sales will at least match gross domestic product growth. For 2022, anticipated revenue growth used in these analyses is partially attributable to expected increases in selling prices due to the passing through of higher costs to customers.


⁽¹⁾	For both models, the annual revenue growth rate for the forecast period, is based on projections presented to management and the Board of Directors. The projected revenue growth rates for the period are consistent with the Company's recent history of sales volumes within the asset group, as well as the Company’s expectation that its sales will at least match gross domestic product growth.

For the ~~T&F Group,~~TF&P CGU, projections assume that the Company’s revenue will grow due to growth in the e-commerce channel and areas of recent capital investment in the short term, and consistent with United States gross domestic product average projections ~~and from anticipated synergies realized from Polyair cross-selling opportunities, included discretely through 2022.~~over the longer term.

For the ECP CGU, projections expect additional ~~ramping of~~ revenue from recent capacity expansion investments made in the ~~group due to integration~~short term, and ~~capital expenditure efforts through 2021, and then tapering down to~~ sustained growth levels consistent with United States gross domestic ~~product.~~product over the longer term.

For the Nortech CGU, projections expect the business to achieve growth due to acquisition integration improvements to both scale production and optimize the cost/pricing structure, which is expected to add long-term value to the Company, despite slower than anticipated revenue and lower margins during 2020 and 2021. The initial high rate of growth currently anticipated in 2022 is largely due to continued recovery from COVID-19 pressures and expected improvements in operational performance.

(2)The discount rate used is the estimated weighted average cost of capital for the asset group, using observable market rates and data based on a set of publicly traded industry peers.

(3)Cash flows beyond the forecast period have been primarily extrapolated at or below the projected long-term average growth rates for the asset groups.

(4)The income tax rate represents an estimated effective tax rate based on enacted or substantively enacted rates.

⁽²⁾

~~The discount rate used is the estimated weighted average cost of capital for the asset group, using observable market rates and data based on a set of publicly traded industry peers.~~


⁽³⁾	~~Cash flows beyond the forecast period have been primarily extrapolated at or below the projected long-term average growth rates for the asset groups.~~


⁽⁴⁾	~~The income tax rate represents an estimated effective tax rate based on enacted or substantively enacted rates.~~

Sensitivity analysis performed as of December 31, ~~2019~~2021 using reasonably possible changes in key assumptions above are outlined below:


	T&F Group		ECP CGU			TF&P CGU		ECP CGU		Nortech CGU
Forecast period annual revenue growth rates	1.3% in 2020, 0% thereafter		6.3% in 2020, 1% thereafter		Forecast period annual revenue growth rates	15% in 2022, 0% in 2023 through 2030, and 2% thereafter		14% in 2022, 1% in 2023 through 2030, and 3% thereafter		0% in 2022 and 2023, 77% in 2024, 19% in 2025, 29% in 2026, tapering down to 3% thereafter
Discount rate	11.0	%	12.6	%	Discount rate	9.9	%	12.9	%	13.6	%
Cash flows beyond the forecast period have been extrapolated using a steady growth rate of	1.0	%	1.0	%	Cash flows beyond the forecast period have been extrapolated using a steady growth rate of	1	%	1	%	2	%
Income tax rate	35.0	%	37.0	%	Income tax rate	35.0	%	37.0	%	28.0	%

There was no indication of any impairment resulting from changing the individual assumptions above.

Details of the key assumptions used in impairment tests performed as of December 31, ~~2018~~2020 are outlined below:


	T&F Group (1)		ECP CGU		Nortech CGU
Carrying amount allocated to the asset group
Goodwill	$101,568		$5,686		$25,640
Intangible assets with indefinite useful lives	$14,493		—		$1,616
Results of test performed as of December 31, 2020:
Forecast period annual revenue growth rates (2)	9% in 2021, 2%-3% thereafter		12% in 2021, 3% in 2022, tapering down to 3% thereafter		35% in 2021, 55% in 2022, tapering down to 3% thereafter
Discount rate (3)	8.8	%	11.6	%	12.5	%
Cash flows beyond the forecast period have been extrapolated using a steady growth rate of (4)	2	%	3	%	3	%
Income tax rate (5)	28.0	%	27.0	%	25.5	%

T&F Group ECP CGU
Carrying amount allocated to the asset group
Goodwill $101,769 $5,945
Intangible assets with indefinite useful lives $13,841 —
Results of test performed as of December 31, 2018:
Recoverable amount $1,428,909 $188,736
Forecast period annual revenue growth rates ⁽¹⁾
13% in 2019, 2.5-3.3% thereafter
32.8% in 2019, 7.6% in 2020, tapering down to 2.5% thereafter
Discount rate ⁽²⁾
8.8 % 11.6 %
Cash flows beyond the forecast period have been extrapolated using a steady growth rate of ⁽³⁾
2.5 % 2.5 %
Income tax rate ⁽⁴⁾
25.0 % 27.0 %

(1)The tapes and films CGU (the "T&F CGU") includes the Company’s tape and film manufacturing locations in the United States, Canada and India. In 2020, the Company's subsidiaries Polyair Canada Limited, Polyair Corp. and GPCP, Inc. (collectively, "Polyair") continued to be considered a separate CGU by management, despite integration efforts making significant progress in 2019 and in 2020, and in continuing towards furthering operational alignment and interdependency of cash flows within the T&F CGU. Management monitored the goodwill balance of Polyair combined with the T&F CGU assets as it remained focused on achieving its strategic plan of developing significant acquisition synergies and, as a result of those synergies, having greater interdependencies of cash flows. Accordingly, the assets of Polyair were included in the tapes and film impairment test (the “T&F Group”).


⁽¹⁾	For both models, the annual revenue growth rates for the forecast period are based on projections presented to management and the Board of Directors. The projected revenue growth rates for the period are consistent with the Company's recent history of sales volumes within the asset group, as well as the Company’s expectation that its sales will at least match gross domestic product growth.

(2)For the T&F Group and for the ECP CGU, the projected revenue growth rates for the period are consistent with the Company's recent history of sales volumes within the asset group, as well as the Company’s expectation that its sales will at least match gross domestic product growth. For 2021, anticipated revenue growth used in these analyses is partially attributable to expected increases in selling prices due to the passing through of higher raw material costs to customers.

For the T&F Group, ~~the 2019 projections reflect a full year of benefit from owning Polyair. Beyond 2019, the~~ projections assume that the Company’s revenue will grow due to growth in the e-commerce channel and areas of recent capital investment in the short term, and consistent with United States gross domestic product average projections ~~and from anticipated synergies realized from Polyair cross-selling opportunities.~~over the longer term.

For the ECP CGU, ~~the 2019 projection reflects a full year of benefit from Capstone's operations as well as the acquisition of Maiweave. The Company expects~~projections expect additional ~~ramping up of~~ revenue from recent capacity expansion investments made and recovery from COVID-19 demand disruptions in the ~~group due to integration~~short term, and ~~capital expenditure efforts in 2020, and then tapering down to~~ sustained growth levels consistent with United States gross domestic ~~product.~~product over the longer term.


⁽²⁾	~~The discount rate used is the estimated weighted average cost of capital for the asset group, using observable market rates and data based on a set of publicly traded industry peers.~~


⁽³⁾	~~Cash flows beyond the forecast period have been primarily extrapolated at or below the projected long-term average growth rates for the asset groups.~~


⁽⁴⁾	~~The income tax rate represents an estimated effective tax rate based on enacted or substantively enacted rates.~~

For the Nortech CGU, projections expect the business to achieve growth in the acquisition business case, which has been delayed by national lockdowns and restricted customer capital expenditures due to the global COVID-19 pandemic. The initial high rate of growth anticipated in 2021 is largely due to an expected recovery from these delays in fulfilling the customer order backlog.

(3)The discount rate used is the estimated weighted average cost of capital for the asset group, using observable market rates and data based on a set of publicly traded industry peers.

(4)Cash flows beyond the forecast period have been primarily extrapolated at or below the projected long-term average growth rates for the asset groups.

(5)The income tax rate represents an estimated effective tax rate based on enacted or substantively enacted rates.

Sensitivity analysis performed as of December 31, ~~2018~~2020 using reasonably possible changes in key assumptions above are outlined below:


	T&F Group		ECP CGU			T&F Group		ECP CGU		Nortech CGU
Forecast period annual revenue growth rates	10.1% in 2019, 0% thereafter		30.5% in 2019, 3.6% in 2020, tapering down to 1% thereafter		Forecast period annual revenue growth rates	9% in 2021, 0% thereafter		12% in 2021, 1% thereafter		0% in 2021 and 2022, 109% in 2023, 21% in 2023, 17% in 2024, tapering down to 3% thereafter
Discount rate	11.0	%	13.1	%	Discount rate	11.0	%	12.6	%	14.5	%
Cash flows beyond the forecast period have been extrapolated using a steady growth rate of	1.0	%	1.0	%	Cash flows beyond the forecast period have been extrapolated using a steady growth rate of	1	%	1	%	2	%
Income tax rate	35.0	%	37.0	%	Income tax rate	35.0	%	37.0	%	28.0	%

There was no indication of any impairment resulting from changing the individual assumptions above.

Impairments

~~Impairments recognized during the years ended December 31, 2019 and 2018 and reversals of impairments~~ recognized during the year ended December 31, ~~2019~~2021 and 2020 are presented in the table below. There were no reversals of impairments recognized during the year ended December 31, ~~2018.~~2021 and 2020.


	2019			2018		2021	2020
	Impairment recognized	Impairment reversed		Impairment recognized
	$	$		$		$		$
Classes of assets impaired					Classes of assets impaired
Manufacturing facility closures, restructuring and other related charges					Manufacturing facility closures, restructuring and other related charges
Inventories	634	(504	)	1,297	Inventories	—		596
Property, plant and equipment
Land	—	—		370
Buildings	236	—		820
Manufacturing equipment	987	(751	)	3,649
Computer equipment and software	114	—		—
Furniture, office equipment and other	18	—		—
Construction in progress	65	—		—

	2,054	(1,255	)	6,136		—		596
Cost of sales					Cost of sales
Inventories	2,877	—		716	Inventories	5,240		1,179
Property, plant and equipment					Property, plant and equipment
Buildings					Buildings	72		—
Manufacturing equipment	224	—		—	Manufacturing equipment	219		127
Computer equipment and software	35	—		—

Construction in progress	542	—		84	Construction in progress	513		86
Intangibles	72	—		—	Intangibles	—		371
	3,750	—		800		6,044		1,763
Total	5,804	(1,255	)	6,936	Total	6,044		2,359

The assets impaired during the year ended December 31, ~~2019~~2021 were primarily impairments of inventories ~~mainly~~ related to (i) Nortech net realizable value write-downs and returned product and (ii) slow-moving and obsolete ~~goods as well as assets impaired as a result of the closure of the Montreal, Quebec and Johnson City, Tennessee manufacturing facilities.~~goods. The assets impaired during the year ended December 31, ~~2018~~2020 were primarily impairments of inventories related to slow-moving and obsolete goods, including inventory associated with the ~~result of the closure of the Johnson City, Tennessee manufacturing facility. Refer to Note 4 for additional information regarding~~Montreal, Quebec manufacturing facility ~~closures.~~closure.

The Company used its best estimate in assessing the likely outcome for each of the assets. The recoverable amount of the assets in all cases was fair value less costs to sell.

14 -BORROWINGS

Borrowings are composed of the following for the years ended:

December 31, 2019 December 31,
2018
Maturity
Weighted average
effective interest rate
$ Weighted average
effective interest rate $
Senior Unsecured Notes ^(a)
October 2026 7.00 % 245,681
7.00 % 245,252
2018 Credit Facility ^(b)
June 2023 4.04 % 185,438
4.26 % 219,084
2018 Powerband Credit Facility ^(c)
Various until August 2023 8.90 % 17,294
9.91 % 16,338
2018 Capstone Credit Facility ^(d)
Various until June 2023 7.84 % 10,434
7.63 % 7,585
Forgivable government loans ^(e)
January 2024 and 2026 1.25 % 4,431
1.25 % 6,014
Finance lease liabilities under IAS 17 ^(f)
Various until June 2022 —
—
3.82 % 5,712
Lease liabilities under IFRS 16^(g)
Various until December 2034 6.97 % 44,756
—
—
Other borrowings ^(h)
September 2020 0.75 % 776
—
—
Total borrowings 508,810
499,985
Less: current borrowings 26,319
14,389
Total long-term borrowings 482,491
485,596


		December 31, 2021			December 31, 2020
	Maturity	Weighted average effective interest rate		$	Weighted average effective interest rate		$
2021 Senior Unsecured Notes (a)	June 2029	4.38	%	395,614	—	%	—
2018 Senior Unsecured Notes (b)	October 2026	—	%	—	7.00	%	246,236
2021 Credit Facility (c)	June 2026	2.16	%	96,116	—	%	—
2018 Credit Facility (d)	June 2023	—	%	—	3.07	%	185,162

2018 Capstone Credit Facility (e)	Various until June 2023	5.17	%	11,389	6.47	%	10,505
Partially forgivable government loans (f)	Various until June 2026	1.25	%	4,628	1.25	%	5,265

Lease liabilities (g)	Various until December 2034	5.89	%	44,801	6.12	%	42,122
Other borrowings (h)	Various until December 2025	0.77% - 4.70%		2,713	0.82% - 9.31%		674
Total borrowings				555,261			489,964
Less: borrowings and lease liabilities, current				18,119			26,219
Total borrowings and lease liabilities, non-current				537,142			463,745

The aggregate principal amounts of the related borrowings and lease liabilities in the table above are presented net of debt issuance costs of ~~$6.2~~$8.3 million and ~~$7.1~~$5.1 million as of December 31, ~~2019~~2021 and ~~2018,~~2020, respectively, and imputed interest of ~~$0.4~~$0.2 million and $0.3 million as of December 31, ~~2019~~2021 and ~~2018,~~2020, respectively, netting to ~~$5.8~~$8.1 million and ~~$6.7~~$4.8 million as of December 31, ~~2019~~2021 and ~~2018,~~2020, respectively.

Refer to Note 24 for a maturity analysis on borrowings.


~~(a)~~	~~Senior Unsecured Notes~~

(a)2021 Senior Unsecured Notes

On ~~October 15, 2018,~~June 8, 2021, the Company completed the private placement of ~~$250~~$400.0 million aggregate principal amount of senior unsecured notes due ~~October~~June 15, ~~2026~~2029 ("2021 Senior Unsecured Notes") ~~with certain guarantors and Regions Bank, as Trustee.~~. The Company incurred debt ~~issue~~issuance costs of ~~$5.1~~$5.0 million which were capitalized and are being amortized using the straight-line method over the eight-year term. The 2021 Senior Unsecured Notes bear interest at a rate of 4.375% per annum, payable semi-annually, in cash, in arrears on June 15 and December 15 of each year, beginning on December 15, 2021.

The Company used the net proceeds from the 2021 Senior Unsecured Notes to ~~partially~~redeem its previously outstanding 2018 Senior Unsecured Notes (defined below), to repay a portion of the borrowings outstanding under ~~the~~its 2018 Credit Facility (defined below) and to pay related fees and expenses, as well as for general corporate purposes. ~~The Senior Unsecured Notes bear interest at a rate of 7.00% per annum, payable semi-annually, in cash, in arrears on April 15 and October 15 of each year, beginning on April 15, 2019.~~

On or after ~~October~~June 15, ~~2021,~~2024, the Company may redeem the 2021 Senior Unsecured Notes at its option, in whole or in part, on certain redemption dates and at certain redemption prices specified in the indenture, plus any accrued and unpaid interest. In addition, prior to June 15, 2024, the Company may redeem the 2021 Senior Unsecured Notes at its option, in whole or in part, from time to time, at a redemption price equal to 100% of the principal amount of the notes redeemed, plus an applicable premium specified in the indenture, plus any accrued and unpaid interest. If the Company experiences a change of control, it may be required to offer to repurchase the 2021 Senior Unsecured Notes at a purchase price equal to 101% of their aggregate principal amount plus any accrued and unpaid interest up to, but excluding, the date of such repurchase.

The 2021 Senior Unsecured Notes indenture contains usual and customary ~~incurrence based~~incurrence-based covenants ~~which~~that are generally less restrictive than covenants under the ~~2018~~2021 Credit Facility (defined below) and, among other things, limit the Company's ability to incur additional debt; pay dividends, redeem stock or make other distributions; enter into certain types of transactions with affiliates; incur liens on assets; make certain restricted payments and investments; engage in certain asset sales, including sale and leaseback transactions; agree to certain restrictions on the ability of restricted subsidiaries to make payments to the Company; and merge, consolidate, transfer or dispose of substantially all assets. Certain of these covenants will be suspended if

the 2021 Senior Unsecured Notes are assigned an investment grade rating by Standard & Poor's Rating Services and Moody's Investors Services, Inc. None of these covenants are considered restrictive to the Company’s operations and, as of December 31, ~~2019,~~2021, the Company was in compliance with all of these debt covenants. The 2021 Senior Unsecured Notes are guaranteed by all direct and indirect subsidiaries of the Parent Company that are borrowers or guarantors under the ~~2018~~2021 Credit Facility. Under the terms of the indenture, any direct or indirect subsidiaries that in the future become borrowers or guarantors under the ~~2018~~2021 Credit Facility shall also be guarantors of the 2021 Senior Unsecured Notes.

(b)2018 Senior Unsecured Notes

On June 16, 2021, the Company's $250.0 million 7.00% senior unsecured notes ("2018 Senior Unsecured Notes") were redeemed in full, resulting in satisfaction and discharge of the obligation. In connection with the redemption of its 2018 Senior Unsecured Notes, the Company wrote-off debt issuance costs of $3.6 million which are recorded as interest expense under the caption finance costs (income) in earnings, and recognized an early redemption premium and other costs of $14.4 million recorded as other expense (income), net under the caption finance costs (income) in earnings.

54On October 15, 2018, the Company completed the private placement of its 2018 Senior Unsecured Notes due October 15, 2026. The 2018 Senior Unsecured Notes bore interest at a rate of 7.00% per annum, which was payable semi-annually, in cash, in arrears on April 15 and October 15 of each year, beginning on April 15, 2019.

The 2018 Senior Unsecured Notes' indenture contained usual and customary incurrence-based covenants that were generally less restrictive than covenants under the 2018 Credit Facility and 2021 Credit Facility and, among other things, limited the Company's ability to incur additional debt; pay dividends, redeem stock or make other distributions; enter into certain types of transactions with affiliates; incur liens on assets; make certain restricted payments and investments; engage in certain asset sales, including sale and leaseback transactions; agree to certain restrictions on the ability of restricted subsidiaries to make payments to the Company; and merge, consolidate, transfer or dispose of substantially all assets. The indenture allowed for suspension of certain covenants if the 2018 Senior Unsecured Notes were assigned an investment grade rating by Standard & Poor's Rating Services and Moody's Investors Services, Inc. None of these covenants were considered restrictive to the Company’s operations. The 2018 Senior Unsecured Notes were guaranteed by all direct and indirect subsidiaries of the Parent Company that were borrowers or guarantors under the 2018 Credit Facility. Under the terms of the indenture, any direct or indirect subsidiaries that became borrowers or guarantors under the 2018 Credit Facility were also considered guarantors of the 2018 Senior Unsecured Notes.


~~(b)~~	~~2018 Credit Facility~~

On June 14, ~~2018,~~2021, the Company entered into a new five-year, $600.0 million credit facility (“~~2018~~2021 Credit Facility”) with a syndicated lending group, ~~refinancing~~amending and ~~replacing~~extending the Company's ~~previous $450.0 million credit facility~~2018 Credit Facility that was due to mature in ~~November 2019.~~ June 2023. The 2018 Credit Facility's outstanding balance of $112.8 million at the time of amendment was transferred to the 2021 Credit Facility.

In securing the 2021 Credit Facility, the Company incurred debt issuance costs amounting to $3.4 million which, in addition to the remaining unamortized debt issuance costs on the 2018 Credit Facility, were capitalized and are being amortized using the straight-line method over the five-year term of the loan. The 2021 Credit Facility consists of a $600.0 million revolving credit facility, as well as an incremental accordion feature of $300.0 million, which would enable the Company to increase the limit of this facility (subject to the credit agreement's terms and lender approval) to $900.0 million, if needed.

The 2021 Credit Facility matures on June 12, 2026 and bears an interest rate based, at the Company’s option, on the London Inter-bank Offered Rate ("LIBOR") (or a lender-approved comparable or successor rate), the Federal Funds Rate, or Bank of America’s prime rate, plus a spread varying between 10 and 235 basis points (110 basis points as of December 31, 2021) depending on the debt instrument's benchmark interest rate and the consolidated secured net leverage ratio.

The 2021 Credit Facility has two financial covenants, a consolidated secured net leverage ratio not to be more than 4.00 to 1.00, with an allowable temporary increase to 4.50 to 1.00 for the quarter in which the Company consummates an acquisition with a price not less than $50.0 million and the following 3 quarters, and a consolidated interest coverage ratio not to be less than 2.25 to 1.00. The Company was in compliance with the consolidated secured net leverage ratio and consolidated interest

coverage ratio, which were 0.47 and 10.73 respectively, as of December 31, 2021. In addition, the 2021 Credit Facility has certain non-financial covenants, such as covenants regarding indebtedness, investments, and asset dispositions. The Company was in compliance with all covenants as of, and during the year ended, December 31, 2021.

The 2021 Credit Facility is secured by a first priority lien on all personal property of the Company and all current and future material subsidiaries who are borrowers or guarantors under the facility.

(d)2018 Credit Facility

The Company's five-year, $600.0 million credit facility entered into on June 14, 2018 and due in June 2023 ("2018 Credit Facility") was amended and extended on June 14, 2021 as part of entering into the 2021 Credit Facility, as discussed above.

In securing the 2018 Credit Facility, the Company incurred debt issue costs amounting to $2.7 million which were capitalized and ~~are~~were being amortized using the straight-line method over the five-year ~~term.~~term of the loan. At the time the Company entered into the 2021 Credit Facility, the remaining unamortized debt issuance costs on the 2018 Credit Facility totalled $1.1 million, which are now being amortized using the straight-line method over the five-year term of the 2021 Credit Facility.

The 2018 Credit Facility ~~consists~~consisted of a $400.0 million revolving credit facility (“2018 Revolving Credit Facility”) and a $200.0 million term loan (“2018 Term Loan”). The 2018 Term Loan ~~amortizes~~included amortization features of $65.0 million ~~until~~through March 2023 ($5.0 million in 2018, $10.0 million in 2019, $12.5 million in 2020, $15.0 million in 2021, $17.5 million in 2022, and $5.0 million in 2023), and the remaining balance ~~of the 2018 Credit Facility is~~was due upon maturity in June 2023. ~~Any repayments~~Repayments of borrowings under the 2018 Term Loan ~~are~~were not available to be borrowed again in the future.

The 2018 Credit Facility also ~~includes~~included an incremental accordion feature of $200.0 million, which ~~enables~~enabled the Company to increase the limit of this facility (subject to the credit agreement's terms and lender approval) if needed. The 2018 Credit Facility ~~bears~~bore an interest rate based, at the Company’s option, on ~~the London Inter-bank Offered Rate ("LIBOR"),~~LIBOR, the Federal Funds Rate, or Bank of America’s prime rate, plus a spread varying between 25 and 250 basis points (150 basis points as of December 31, ~~2019 and 250 basis points as of December 31, 2018)~~2020) depending on the debt instrument's benchmark interest rate and the consolidated secured net leverage ratio.

As of December 31, 2019, the 2018 Term Loan's outstanding principal balance amounted to $185.0 million and the 2018 Revolving Credit Facility’s outstanding principal balance amounted to $2.3 million, for a total gross outstanding principal balance under the 2018 Credit Facility of $187.3 million ($185.4 million, net of $1.9 million in unamortized debt issue costs). Standby letters of credit totalled $3.4 million resulting in total utilization under the 2018 Credit Facility of $190.7 million. Accordingly, the unused availability under the 2018 Credit Facility as of December 31, 2019 amounted to $394.3 million. The Company's capacity to borrow available funds under the 2018 Credit Facility may be limited because of the secured net leverage ratio covenant and other restrictions as defined in the Company's credit agreement.

The 2018 Credit Facility iswas secured by a first priority lien on all personal property of the Company and all ~~current and future~~previous material subsidiaries who ~~are~~were borrowers or guarantors under the facility.

The 2018 Credit Facility ~~has~~had, in summary, two financial ~~covenants,~~covenants: (i) a consolidated secured net leverage ratio ~~and a consolidated interest coverage ratio. In July 2019, the Company and its syndicated lending group amended the 2018 Revolving Credit Facility~~not to among other things, revise the two financial covenant thresholds to account for the associated impacts of new lease accounting guidance implemented on January 1, 2019 requiring operating leases to be accounted for as borrowings (with corresponding interest payments). The amendment provides that the consolidated secured net leverage ratio must not be more than 3.70 to 1.00 ~~(previously 3.50 to 1.00),~~ with an allowable temporary increase to 4.20 to 1.00 ~~(previously 4.00 to 1.00)~~ for the quarters in which the Company ~~consummates~~consummated an acquisition with a price not less than ~~$50~~$50.0 million and the following ~~three quarters. The amendment also provides that the~~3 quarters and (ii) a consolidated interest coverage ratio ~~must~~ not to be less than 2.75 to 1.00 (previously 3.00 to 1.00). The Company was in compliance with the consolidated secured net leverage ratio and consolidated interest coverage ratio, which were 1.34 and 5.67, respectively, as of December 31, 2019.1.00. In addition, the 2018 Credit Facility ~~has~~had certain non-financial covenants, such as covenants regarding indebtedness, investments, and asset dispositions. ~~The Company was in compliance with all covenants as of and for the year ended December 31, 2019.~~


~~(c)~~	~~2018 Powerband Credit Facility~~

~~On July 4,~~ (e)2018 Powerband, one of the Company's subsidiaries, entered into an INR1,300.0 million ($19.0 million) credit facility (“2018 Powerband Credit Facility”) subsequently replacing Powerband's previous outstanding debt. In December 2018, Powerband amended the 2018 PowerbandCapstone Credit Facility ~~to reallocate and increase its credit limit by INR 100.0 million ($1.4 million), bringing the total 2018 Powerband Credit Facility limit to INR 1,400.0 million ($19.3 million).~~

~~As of December 31, 2019, the 2018 Powerband Credit Facility credit limit was INR 1,400.0 million ($19.6 million), consisting of:~~

INR 960.0 million ($13.5 million) demand term loan (“2018 Powerband Demand Term Loan”) restricted for capital projects with a bullet repayment after five years, bearing interest based on the prevailing Indian Marginal Cost-Lending Rate ("IMCLR"), maturing in August 2023;

INR 65.0 million ($0.9 million) term loan ("2018 Powerband Term Loan") restricted for capital projects, payable in monthly installments over four years, bearing interest based on the prevailing IMCLR, maturing in December 2021; and

INR 375.0 million ($5.3 million) working capital loan facility (“2018 Powerband Working Capital Loan Facility”) that renews annually and is due upon demand, bearing interest based on the prevailing IMCLR.

~~Any repayments of borrowings under the 2018 Powerband Demand Term Loan and 2018 Powerband Term Loan facility are not available to be borrowed again in the future.~~

As of December 31, 2019, the 2018 Powerband Demand Term Loan's outstanding balance amounted to INR 960.0 million ($13.5 million), the 2018 Powerband Term Loan's outstanding balance amounted to INR 40.7 million ($0.6 million), and the 2018 Powerband Working Capital Loan Facility’s outstanding balance was INR 236.7 million ($3.3 million), for a total gross outstanding balance under the 2018 Powerband Credit Facility of INR 1,237.4 million ($17.4 million). Net of INR 3.2 million ($0.1 million) unamortized debt issue costs, the 2018 Powerband Credit Facility outstanding balance was INR 1,234.2 million ($17.3 million). Including INR 1.8 million (less than $0.1 million) in letters of credit, total utilization under the 2018 Powerband Credit Facility amounted to INR 1,239.2 million ($17.4 million). The 2018 Powerband Credit Facility's unused availability as of December 31, 2019 amounted to INR 136.5 million ($1.9 million), composed of uncommitted funding.

~~USD amounts presented above are translated from INR and are impacted by fluctuations in the USD and INR exchange rates.~~


~~(d)~~	~~2018 Capstone Credit Facility~~

On February 6, 2018, Capstone, one of the Company's subsidiaries, entered into an INR 975.0 million ($15.0 million) credit facility ("2018 Capstone Credit Facility"). The 2018 Capstone Credit Facility consists of an INR 585.0 million ($9.0 million) term loan facility ("Capstone Term Loan Facility") for financing capital expenditures and INR 390.0 million ($6.0 million) working capital facility ("Capstone Working Capital Facility") and bears interest based on the prevailing ~~IMCLR. Certain term loans borrowed under the Capstone Term Loan Facility mature in September 2020 and are repaid in equal quarterly installments.~~Indian Marginal Cost-Lending Rate ("IMCLR"). Any repayments of borrowings under the Capstone Term Loan Facility are not available to be borrowed again in the future. The ~~remainder~~2018 Capstone Working Capital Facility and the balance of the ~~2018~~ Capstone ~~Credit~~Term Loan Facility ~~matures~~mature in June 2023. Funding under the Capstone Term Loan Facility is committed, while the Capstone Working Capital Facility is uncommitted. Borrowings under the 2018 Capstone Credit Facility are guaranteed by the Parent Company and are otherwise unsecured.

As of December 31, ~~2019,~~2021, the 2018 Capstone Credit Facility credit limit was INR 975.0 million ($~~13.7~~13.1 million). The Capstone Term Loan Facility had an outstanding balance of INR ~~571.1~~564.1 million ($~~8.0~~7.6 million), and the Capstone Working Capital Facility outstanding balance was INR ~~173.0~~283.4 million ($~~2.4~~3.8 million) for a total gross outstanding amount of INR ~~744.1~~847.5 million ($~~10.4 million). Including INR 17.4 million ($0.3 million) in letters of credit, total utilization under the 2018 Capstone Credit Facility amounted to INR 761.5 million ($10.7~~11.4 million). As of December 31, ~~2019,~~2021, the 2018 Capstone Credit Facility's unused availability was INR ~~199.6~~106.6 million ($~~2.8~~1.4 million), composed entirely of uncommitted funding.

USD amounts presented above are translated from INR and are impacted by fluctuations in the USD and INR exchange rates.


~~(e)~~	~~Forgivable government loans~~

(f)Partially forgivable government loans

In August 2015, one of the Company’s wholly-owned subsidiaries entered into a partially forgivable ~~loan. The~~ loan ~~was entered into~~ with the Agencia para Investmento Comercio Externo de Portugal, EPE ("AICEP"), the Portuguese agency for investment and external trade, as part of financing a capital expansion project. Based on the terms of the agreement, up to 50% of the loan ~~will~~could be forgiven ~~in 2020 based on~~as long as certain conditions were met, namely satisfying certain 2019 targets, including financial metrics and headcount ~~additions. As~~additions, to be confirmed and communicated after the conclusion of ~~March 12, 2020,~~ the ~~AICEP has not provided the~~project. The Company ~~notice of loan forgiveness, however, based on 2019 results, the Company~~had determined there was reasonable assurance that the forgiveness requirements would be satisfied and as a result ~~50% of the balance, or~~ €2.1 million ($2.4 million) was reclassified to deferred income in other ~~liabilities.~~liabilities as of December 31, 2019. On February 11, 2021, the AICEP formally approved for 45% of the original cash proceeds borrowed to be forgiven.

The partially forgivable loan is non-interest bearing with semi-annual installments of principal due from July 2018 through January ~~2024.~~

2025. To reflect the benefit of the interest-free status, the loan was discounted to its estimated fair value using a discount rate of 1.25% which reflects the borrowing cost of the Company’s wholly-owned subsidiary.

~~The~~As of December 31, 2021, the loan had an outstanding balance of ~~€3.9~~€1.4 million ($~~4.4~~1.5 million) asand a fair value of ~~December 31, 2019 and €4.4~~€1.3 million ($~~5.1~~1.5 million) ~~as of December 31, 2018.~~. The difference between the ~~gross proceeds~~outstanding balance and the fair value of the loan ~~which totalled €1.7 million ($1.9 million) as of December 31, 2019 (€4.3 million ($4.9 million) as of December 31, 2018)~~ is ~~the amount reclassified based on the Company's determination that the forgiveness requirements were satisfied and~~ the benefit derived from the interest-free loan which ~~are both~~is recognized as deferred income in other liabilities until the assets are placed into service. When the capital expansion assets are placed into service, the deferred income is recognized in earnings through cost of sales on a systematic basis over the related assets’ useful lives.

The unamortized deferred income, which consists of the benefits of both meeting the loan forgiveness requirements and the interest-free loan status, is ~~€2.0~~€1.7 million ($~~2.2~~1.9 million) as of December 31, ~~2019~~2021 (€~~0.2~~1.9 million ($~~0.3~~2.3 million) as of December 31, ~~2018)~~2020) and is included in the Company's consolidated balance sheet in the caption other liabilities.

In February 2018, the same subsidiary entered into a second partially forgivable loan with the AICEP ~~for up to €8.2 million ($10.2 million)~~ to finance an additional capital expansion project. Based on the terms of the agreement, up to 60% of the loan ~~will~~could be forgiven in ~~2022 based on~~2023 as long as certain conditions were met, namely satisfying certain ~~2021~~2022 targets, including financial metrics and headcount additions. The partially forgivable loan is non-interest bearing and semi-annual installments of principal are due ~~beginning in~~from December 2020 through June 2026.

To reflect the benefit of the interest-free status, the loan was discounted to its estimated fair value using a discount rate of 1.25% which reflects the borrowing cost of the Company’s wholly-owned subsidiary. ~~The~~

As of December 31, 2021, the loan had an outstanding balance of ~~€2.4~~€2.9 million ($~~2.7~~3.3 million) asand a fair value of ~~December 31, 2019 and €1.0~~€2.8 million ($~~1.2~~3.1 million) ~~as of December 31, 2018.~~. The difference between the ~~gross proceeds~~outstanding balance and the fair value of the loan ~~which totalled €2.3 million ($2.5 million) as of December 31, 2019 and €0.9 million ($1.1 million) as of December 31, 2018~~ is the benefit derived from the interest-free loan and is recognized as deferred income. ~~When~~Additionally, once the ~~capital expansion assets are placed into service,~~Company has determined there is reasonable assurance that the forgiveness requirements will be satisfied, the portion of the loan that is no longer repayable will be reclassified to deferred income isin other liabilities. The deferred income will be recognized in earnings through cost of sales on a systematic basis over the related assets’ useful ~~lives.~~lives when the capital expansion assets are placed into service. The unamortized deferred income is €0.2 million ($0.2 million) as of December 31, ~~2019 (€0.1 million ( $0.1 million) as of~~2021 and December 31, ~~2018)~~2020 and is included in the Company's consolidated balance sheet in the caption other liabilities.

Imputed interest expense is recorded over the life of the loans so that at the end of the loan periods the amounts to be reimbursed will equal the nominal amounts. Interest expense of less than $0.1 million was recognized on these loans during the years ended December 31, ~~2019~~2021 and ~~2018.~~2020.

USD amounts presented above are translated from Euros and are impacted by fluctuations in the USD and Euro exchange rates.


~~(f)~~	~~Finance lease liabilities under IAS 17~~

As of December 31, 2018, the Company's obligations under finance lease liabilities were for the rental of a building, computer hardware, manufacturing equipment and office equipment. The finance lease liabilities related to manufacturing equipment included a secured debt equipment finance agreement for qualifying US capital expenditures during the period of May 2012 through March 31, 2014 totalling $25.7 million, payable in monthly installments, including interest, over the applicable terms with a last payment date of April 1, 2019. Upon transition to IFRS 16, for these leases previously classified as finance leases under IAS 17, the right-of-use asset and lease liability are measured at the date of initial application at the same amounts as under IAS 17 immediately before the date of initial application. Refer to Note 2 and Note 15 for more information regarding the transition to IFRS 16 and lease liabilities.

(g) ~~Lease liabilities under IFRS 16~~

Refer to Note 15 for more information regarding lease liabilities.

(h) ~~Term~~Other borrowings

IPG Asia Credit Facility

One of the Company's subsidiaries, IPG Asia, has a credit facility consisting of an INR 375.0 million ($5.0 million) working capital facility that renews annually, is due upon demand and ~~other loans~~bears interest based on the prevailing IMCLR ("IPG Asia Credit Facility").

The IPG Asia Credit Facility is guaranteed by the Parent Company, and certain local assets (with a carrying amount of $39.2 million as of December 31, 2021) are required to be pledged. IPG Asia is prohibited from granting liens on its assets without

the consent of the lender under the IPG Asia Credit Facility. Funding under the IPG Asia Credit Facility is not committed and could be withdrawn by the lender with 10 days' notice. Additionally, under the terms of the IPG Asia Credit Facility, IPG Asia's debt to net worth ratio (as defined by the IPG Asia Credit Facility credit agreement) must be maintained below 3.00. IPG Asia was in compliance with the debt to net worth ratio which was 0.04 as of December 31, 2021.

As of December 31, 2021, the IPG Asia Credit Facility’s outstanding balance was INR 63.5 million ($0.9 million). Including INR 167.6 million ($2.2 million) in letters of credit, total utilization under the IPG Asia Credit Facility amounted to INR 231.1 million ($3.1 million). The IPG Asia Credit Facility's unused availability as of December 31, 2021 amounted to INR 143.9 million ($1.9 million), composed of uncommitted funding. USD amounts presented above are translated from INR and are impacted by fluctuations in the USD and INR exchange rates.

Short-term Credit Line

One of the Company’s wholly-owned subsidiaries has a short-term credit line for up to €2.5 million ($2.8 million) for the purpose of financing a capital expansion project. As of December 31, ~~2019, €0.7~~2021, €1.5 million ($~~0.8~~1.7 million) of the short-term credit line was utilized. ~~Accordingly,~~No amounts were outstanding under the ~~unused availability~~short-term credit line as of December 31, ~~2019 amount to €1.8 million ($2.0 million).~~2020. The credit line bears interest at the rate of the twelve-month Euro Interbank Offered Rate with a floor of 0% plus a premium (75 basis points as of December 31, ~~2019.~~2021 and 2020). The short-term credit line matures in September ~~2020~~2022 and is renewable annually, with interest due quarterly and billed in arrears. ~~No amounts were~~

Vehicle Loans

One of the Company's subsidiaries has various loans related to the purchase of vehicles. The loans' outstanding ~~under the short-term credit line~~principal balances amounted to €0.1 million ($0.1 million) as of December 31, ~~2018.~~2021. The loans are repaid in annual installments through December 2025.

5759

Reconciliation of liabilities arising from financing activities

The changes in the Company’s liabilities arising from financing activities can be classified as follows:


	Borrowings, non-current (excluding lease liabilities)	Borrowings, current (excluding lease liabilities)	Lease liabilities	Total
	$	$	$	$
Balance as of December 31, 2019	443,819	20,235	44,756	508,810
Cash flows:
Proceeds	234,972	67,059	—	302,031
Repayments	(248,903)	(70,397)	(6,581)	(325,881)

Non-cash:
Lease additions	—	—	4,064	4,064
Lease disposals	—	—	(203)	(203)

Amortization of debt issuance costs	1,210	—	—	1,210
Foreign exchange and other	(23)	(130)	86	(67)
Reclassification	(2,364)	2,364	—	—
Balance as of December 31, 2020	428,711	19,131	42,122	489,964

	Borrowings, non-current (excluding lease liabilities)	Borrowings, current (excluding lease liabilities)	Lease liabilities	Total
	$	$	$	$
Balance as of December 31, 2020	428,711	19,131	42,122	489,964
Cash flows:
Proceeds	716,555	80,874	—	797,429
Repayments	(653,472)	(77,852)	(7,803)	(739,127)
Debt issuance costs (1)	(8,421)	—	—	(8,421)
Non-cash:

Lease additions	—	—	10,278	10,278
Lease disposals	—	—	(68)	(68)
Additions through business acquisitions	—	—	250	250

Amortization of debt issuance costs	1,502	—	—	1,502
Write-off of debt issuance costs	3,647	—	—	3,647
Foreign exchange and other	(192)	(23)	22	(193)
Reclassification	14,650	(14,650)	—	—
Balance as of December 31, 2021	502,980	7,480	44,801	555,261

(1) Includes debt issuance costs of $0.1 million that were accrued for but unpaid as of December 31, 2021.

Borrowings,
non-current
(excluding finance lease liabilities under IAS 17)

Borrowings,
current
(excluding finance lease liabilities under IAS 17)
Finance lease liabilities under IAS 17 Total
$ $ $ $
Balance as of December 31, 2017 260,300
10,346
8,817
279,463
Cash flows:
Proceeds 942,881
49,036
—
991,917
Repayments (710,567 ) (47,109 ) (4,946 ) (762,622 )
Debt issuance costs (7,862 ) —
—
(7,862 )
Non-cash:
New finance leases under IAS 17 —
—
1,585
1,585
Additions through business acquisitions 346
728
200
1,274
Amortization of debt issuance costs 861
—
—
861
Write-off of debt issuance costs 1,045
—
—
1,045
Foreign exchange and other (5,009 ) (723 ) 56
(5,676 )
Reclassification (670 ) 670
—
—
Balance as of December 31, 2018 481,325
12,948
5,712
499,985

Borrowings,
non-current
(excluding lease liabilities under IFRS 16)

Borrowings,
current
(excluding lease liabilities under IFRS 16)
Lease liabilities under IFRS 16 Total

$ $ $ $
Balance as of December 31, 2018 481,325
12,948
5,712
499,985
Cash flows:

Proceeds 104,169
86,504
—
190,673
Repayments (136,403 ) (83,290 ) (6,209 ) (225,902 )
Debt issuance costs (70 ) —
—
(70 )
Non-cash:

Operating lease liabilities recognized under IFRS 16 as of January 1, 2019 —
—
31,484
31,484
New lease liabilities under IFRS 16 —
—
13,748
13,748
Disposals of lease liabilities under IFRS 16 —
—
(213 ) (213 )
Amounts forgiven under forgivable government loans ⁽¹⁾
(2,424 ) —
—
(2,424 )
Amortization of debt issuance costs 1,194
—
—
1,194
Foreign exchange and other 197
(96 ) 234
335
Reclassification (4,169 ) 4,169
—
—
Balance as of December 31, 2019 443,819
20,235
44,756
508,810


⁽¹⁾	~~Refer to forgivable government loans discussed above.~~

15 -LEASE LIABILITIES

The Company has building leases for office space for corporate and shared service functions, manufacturing facilities and warehouse space for inventory, manufacturing equipment leases (e.g. forklifts, tractor trailers, and storage containers) and ~~automobiles (refer~~automobile leases. Refer to Note 9 for additional information regarding ~~right-of-use-assets).~~right-of-use-assets.

Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublet the asset to another party, the right-of-use asset can only be used by the Company. Leases are either non-cancellable or may only be cancelled by

incurring a termination fee. Some leases contain an option to purchase the underlying leased asset outright at the end of the lease, or to extend the lease for ~~a further~~an additional term. For leases of office buildings and manufacturing facilities the Company must keep ~~those~~the properties in a good state of repair and return the properties in their original condition at the end of the lease. Further, the Company must insure items of property, plant and equipment and incur maintenance fees on such items in accordance with the lease contracts.

Lease liabilities are presented in the consolidated balance sheet under the caption borrowings and lease liabilities current and non-current as follows:


	December 31, 2019	December 31, 2018		December 31, 2021	December 31, 2020
	$	$		$	$
Lease liabilities (current)	6,084	1,441	Lease liabilities (current)	10,639	7,088
Lease liabilities (non-current)	38,672	4,271	Lease liabilities (non-current)	34,162	35,034
	44,756	5,712		44,801	42,122

Interest expense relating to payments on lease liabilities was approximately ~~$2.6~~$2.4 million and $2.7 million for the ~~year~~years ended December 31, ~~2019,~~2021 and 2020, respectively, and is included in interest expense under the caption finance costs (income) in earnings.

As of December 31, ~~2019,~~2021, the Company's leases fall into the following categories, by class of right-of-use asset:


Count of leases	Buildings	Manufacturing equipment	Furniture, office equipment and other	Total right-of-use assets
Right-of-use assets leased	40	157	57	254
Leases with extension options	21	35	1	57
Extension options reasonably certain to exercise	10	—	—	10
Leases with options to purchase	1	8	3	12
Purchase options reasonably certain to exercise	1	5	—	6
Leases with variable payments linked to an index	—	36	—	36
Leases with termination options, none of which are reasonably certain to exercise	6	—	1	7

Count of leases Buildings Manufacturing equipment Furniture, office equipment and other Total right-of-use assets
Right-of-use assets leased 37
90
48
175
Leases with extension options 29
39
8
76
Extension options reasonably certain to exercise 27
28
—
55
Leases with options to purchase 1
13
31
45
Purchase options reasonably certain to exercise 1
5
—
6
Leases with variable payments linked to an index —
32
—
32
Leases with termination options 8
2
12
22
Termination options reasonably certain to exercise —
—
—
—

Lease terms on the Company's leasing activities by class of right-of-use asset recognized on the balance sheet are as follows:

Buildings

Manufacturing equipment

Furniture, office equipment and other

Range of remaining term

~~1-180~~1-156 months

~~3-109~~1-84 months

1-46 months

Average remaining lease term

5940 months

3121 months

1314 months

Rent expense relating to payments not included in the measurement of lease liabilities was approximately ~~$3.4~~$2.5 million and $1.8 million for the ~~year~~years ended December 31, ~~2019~~2021 and 2020, respectively, and is composed of the following:


	December 31, 2021	December 31, 2020
	$	$
Short-term leases	837	826
Leases of low value assets	123	81
Variable lease payments	1,508	850
	2,468	1,757



	~~December 31, 2019~~
	$
~~Short-term leases~~	~~2,298~~
~~Leases of low value assets~~	70
~~Variable lease payments~~	~~1,025~~
	~~3,393~~

Refer to the Liquidity section of Note 24 for the disclosure of minimum lease liabilities due.

As of December 31, ~~2019,~~2021, the Company had commitments of ~~$0.5~~$4.2 million, respectively, for short-term leases and leases of manufacturing equipment, furniture, office equipment, and other which had not yet commenced.

Total cash outflow for leases for the twelve months ended December 31, ~~2019~~2021 and ~~2018~~2020 was ~~$12.1~~$12.7 million and ~~$12.9~~$11.0 million, respectively.

16 -PROVISIONS AND CONTINGENT ~~LIABILITIES~~CONSIDERATION

~~The Company’s current known provisions and contingent liabilities consist of environmental and restoration obligations, termination benefits and other, and litigation.~~

The reconciliation of the Company’s provisions is as follows:


												Environmental	Restoration	Termination benefits	Litigation	Contingent consideration		Total
	Environmental		Restoration		Termination benefits and other		Litigation		Total			$	$	$	$	$		$
	$		$		$		$		$
Balance as of December 31, 2017	2,288		997		554		39		3,878
Balance as of December 31, 2019											Balance as of December 31, 2019	1,524	1,586	961	764	—		4,835
Provisions assumed through business acquisitions	50		602		30		942		1,624		Provisions assumed through business acquisitions	—	—	—	100	—		100
Additional provisions	100		7		2,054		250		2,411		Additional provisions	—	80	4,162	258	11,005	(1)	15,505
Amounts used	(88	)	(5	)	(769	)	(33	)	(895	)	Amounts used	(127)	—	(2,654)	(8)	—		(2,789)
Amounts reversed	(506	)	—		—		—		(506	)	Amounts reversed	—	—	(52)	—	(11,005)		(11,057)
Net foreign exchange differences	(15	)	(33	)	(8	)	—		(56	)	Net foreign exchange differences	—	10	48	—	—		58
Balance as of December 31, 2018	1,829		1,568		1,861		1,198		6,456
Balance as of December 31, 2020											Balance as of December 31, 2020	1,397	1,676	2,465	1,114	—		6,652

Amount presented as current	184		50		1,772		256		2,262		Amount presented as current	819	50	2,370	983	—		4,222
Amount presented as non-current	1,645		1,518		89		942		4,194		Amount presented as non-current	578	1,626	95	131	—		2,430
Balance as of December 31, 2018	1,829		1,568		1,861		1,198		6,456
Balance as of December 31, 2020											Balance as of December 31, 2020	1,397	1,676	2,465	1,114	—		6,652

Provisions assumed through business acquisitions											Provisions assumed through business acquisitions	—	88	—	—	—		88
Additional provisions	—		—		2,274		31		2,305		Additional provisions	—	12	314	208	8,305		8,839
Amounts used	(311	)	—		(3,184	)	(273	)	(3,768	)	Amounts used	(165)	—	(1,842)	(1,034)	—		(3,041)
Amounts reversed	—		—		—		(192	)	(192	)	Amounts reversed	(50)	—	(240)	(106)	—		(396)
Net foreign exchange differences	6		18		10		—		34		Net foreign exchange differences	—	1	(1)	(1)	9		8
Balance as of December 31, 2019	1,524		1,586		961		764		4,835
Balance as of December 31, 2021											Balance as of December 31, 2021	1,182	1,777	696	181	8,314		12,150

Amount presented as current	84		50		868		764		1,766		Amount presented as current	670	—	413	78	3,344		4,505
Amount presented as non-current	1,440		1,536		93		—		3,069		Amount presented as non-current	512	1,777	283	103	4,970		7,645
Balance as of December 31, 2019	1,524		1,586		961		764		4,835
Balance as of December 31, 2021											Balance as of December 31, 2021	1,182	1,777	696	181	8,314		12,150

(1) Includes increases resulting from net present value discounting of $0.2 million. Refer to Note 24 for additional information regarding the Company's contingent consideration arrangements.

The environmental provision activity ~~pertains~~during the years ended December 31, 2021 and 2020 is primarily related to ~~the post-closure activities of~~ the Columbia, South Carolina ~~Johnson City, Tennessee and Montreal, Quebec manufacturing facilities.~~facility.

The restoration provision pertains to leases at manufacturing facilities where the Company is obligated to restore the leased properties to the same condition that existed at the lease commencement date. ~~Restoration obligations increased~~The estimated expenses will not be incurred until the end of the lease terms which, is not in the next twelve months, and only occurs if the lease is not renewed.

Termination benefits activity during the ~~year~~

years ended December 31, ~~2018 due to the additional leased manufacturing facilities as a result of the Company's purchase of Polyair on August 3, 2018. Refer to Note 19 for additional information on business acquisitions.~~

~~Termination benefit activity during the year ended December 31, 2019 relates~~2021 and 2020 relate primarily to employee restructuring initiatives associated with acquisition integration efforts and the closures of the Montreal, Quebec and Johnson City, Tennessee manufacturing facilities. Termination benefits added during the year ended December 31, 2018 were primarily relatedstarted in 2020 in response to ~~the closure of the Johnson City, Tennessee manufacturing facility.~~COVID-19 uncertainties. Refer to Note 4 for additional information on manufacturing facility closures, restructuring and other related charges.

proceedings and claims, individually or in the aggregate, will not have a material adverse effect on the financial condition of the Company, taken as a whole ~~and accordingly, no material amounts have been recorded~~ as of December 31, ~~2019.~~2021.

The Company is party to certain contingent consideration arrangements as part of the Nortech Acquisition (defined in Note 19) and Nuevopak Acquisition (defined in Note 19), which require the Company to make future payments, if specified future events occur or conditions are met, based on the provisions contained within the respective acquisition's purchase agreement. Refer to Note 24 for additional information regarding the Company's contingent consideration arrangements.

As of December 31, ~~2019,~~2021, and ~~2018,~~2020, no reimbursements are expected to be received by the Company for any of the provided amounts and there were no contingent assets at any of the financial statement reporting dates covered by these consolidated financial statements.

17 -OTHER LIABILITIES

Other liabilities are composed of the following for the years ended:


	December 31, 2021	December 31, 2020
	$	$
Deferred compensation (1)	6,584	3,943
Deferred income on partially forgivable government loans (2)	2,098	2,525
Interest rate swap agreements (3)	1,642	4,025
Contract liabilities	938	565
Royalty liabilities	926	301
Deferred social security tax (4)	—	3,239
Other	359	168
	12,547	14,766

(1)Refer to Note 20 for additional information on other long-term employee benefit plans.

(2)Refer to Note 14 for additional information on deferred income on partially forgivable government loans.

(3)Refer to Note 24 for additional information regarding the fair value of interest rate swap agreements.

(4)The Coronavirus, Aid, Relief and Economic Security Act enacted in 2020 allows employers to defer until a future period the deposit and payment of the employer's share of Social Security taxes in the United States. The amount herein represents the long-term portion of these deferred payroll taxes with the short-term portion recorded on the Company’s consolidated balance sheet under the caption accounts payable and accrued liabilities.

December 31,
2019 December 31,
2018
$ $
Deferred compensation ⁽¹⁾
4,049
2,561
Deferred income on forgivable government loans ⁽²⁾
2,412
353
Interest rate swap agreements ⁽³⁾
1,339
—
Amounts due to former shareholders of Polyair ⁽⁴⁾
—
1,653
Other 500
657
8,300
5,224


⁽¹⁾	~~Refer to Note 20 for additional information on other long-term employee benefit plans.~~


⁽²⁾	~~Refer to Note 14 for additional information on deferred income on forgivable government loans.~~


⁽³⁾	~~Refer to Note 24 for additional information regarding the fair value of interest rate swap agreements.~~


⁽⁴⁾	Represents amounts that were payable to the former shareholders of Polyair relating to an estimated income tax benefit as a result of the Company's payment of certain deal-related costs on behalf of Polyair. The obligation was settled in full in 2019. Refer to Note 19 for additional information on the purchase of Polyair and the amounts due to its former shareholders.

18 - CAPITAL STOCK

Authorized

The Company is authorized to issue an unlimited number of common shares without par value.

Class “A” preferred shares, issuable in series, rank in priority to the common shares with respect to dividends and return of capital on dissolution. The Board of Directors is authorized to fix, before issuance, the designation, rights, privileges, restrictions and conditions attached to the shares of each series. No Class A preferred shares have been issued.

Common Shares

The Company’s common shares outstanding as of December 31, ~~2019~~2021 and ~~2018,~~2020, were ~~59,009,685~~59,284,947 and ~~58,650,310,~~59,027,047, respectively.

Dividends

Cash dividends paid to shareholders are as follows for each of the years in the three-year period ended December 31, ~~2019:~~2021:


Declared Date	Paid date	Per common share amount	Shareholder record date	Common shares issued and outstanding	Aggregate payment (1)
		$			$
March 12, 2019	March 29, 2019	0.1400	March 22, 2019	58,665,310	8,189
May 8, 2019	June 28, 2019	0.1400	June 14, 2019	58,877,185	8,352
August 7, 2019	September 30, 2019	0.1475	September 16, 2019	58,877,185	8,709
November 8, 2019	December 30, 2019	0.1475	December 16, 2019	58,939,685	8,742
March 12, 2020	March 31, 2020	0.1475	March 23, 2020	59,009,685	8,807
May 12, 2020	June 30, 2020	0.1475	June 15, 2020	59,009,685	8,651
August 12, 2020	September 30, 2020	0.1475	September 15, 2020	59,009,685	8,574
November 11, 2020	December 31, 2020	0.1575	December 16, 2020	59,019,546	9,354
March 11, 2021	March 31, 2021	0.1575	March 22, 2021	59,027,047	9,237
May 11, 2021	June 30, 2021	0.1575	June 16, 2021	59,027,047	9,214
August 10, 2021	September 30, 2021	0.1700	September 16, 2021	59,284,947	10,039
November 11, 2021	December 31, 2021	0.1700	December 17, 2021	59,284,947	10,151

Declared Date Paid date
Per common
share
amount
Shareholder
record date
Common
shares issued
and
outstanding

Aggregate
payment ⁽¹⁾
March 8, 2017 March 31, 2017 $ 0.14
March 21, 2017 59,110,335 $ 8,316
May 8, 2017 June 30, 2017 $ 0.14
June 15, 2017 59,169,710 $ 8,365
August 10, 2017 September 29, 2017 $ 0.14
September 15, 2017 59,036,310 $ 8,150
November 10, 2017 December 29, 2017 $ 0.14
December 15, 2017 58,799,910 $ 8,368
March 7, 2018 March 30, 2018 $ 0.14
March 20, 2018 58,807,410 $ 8,333
May 9, 2018 June 29, 2018 $ 0.14
June 15, 2018 58,817,410 $ 8,140
August 10, 2018 September 28, 2018 $ 0.14
September 14, 2018 58,817,410 $ 8,214
November 7, 2018 December 28, 2018 $ 0.14
December 14, 2018 58,867,410 $ 8,089
March 12, 2019 March 29, 2019 $ 0.14
March 22, 2019 58,665,310 $ 8,189
May 8, 2019 June 28, 2019 $ 0.14
June 14, 2019 58,877,185 $ 8,352
August 7, 2019 September 30, 2019 $ 0.1475
September 16, 2019 58,877,185 $ 8,709
November 8, 2019 December 30, 2019 $ 0.1475
December 16, 2019 58,939,685 $ 8,742
(1)Aggregate dividend payment amounts presented in the table above are adjusted for the impact of foreign exchange rates on cash payments to shareholders.


⁽¹⁾	~~Aggregate dividend payment amounts presented in the table above are adjusted for the impact of foreign exchange rates on cash payments to shareholders.~~

Share Repurchases

On July 23, ~~2019,~~2021, the Company renewed its ~~NCIB,~~normal course issuer bid ("NCIB"), under which it is permitted to repurchase for cancellation up to 4,000,000 common shares of the Company at prevailing market prices during the twelve-month period ending July 22, ~~2020.~~2022. As of December 31, ~~2019,~~2021 and March ~~12, 2020,~~10, 2022, 4,000,000 shares remained available for repurchase under the NCIB. The Company's two previous NCIBs, which each allowed repurchases for cancellation up to 4,000,000 common shares, expired on July 22, ~~2019~~2021 and July ~~16, 2018,~~22, 2020, respectively. There were no share repurchases during the ~~year~~years ended December 31, ~~2019.~~

~~Information regarding share repurchases during the year ended December 31, 2018 is presented in the table below as of:~~

December 31,
2018
Common shares repurchased 217,100
Average price per common share including commissions CDN$ 16.02
Carrying value of the common shares repurchased $ 1,296
Share repurchase premium⁽¹⁾
$ 1,263
Total purchase price including commissions $ 2,559


⁽¹⁾	The excess of the purchase price paid over the carrying value of the common shares repurchased is recorded in deficit in the consolidated balance sheet and in the statement of consolidated changes in equity.

2021 and 2020.

Stock ~~options~~Options

The Company's prior Executive Stock Option Plan ("ESOP"), which was adopted in 1992 and last ratified on June 4, 2015, elapsed on June 4, 2018. In accordance with the TSX rules, no further grants of stock options have been made under the prior ESOP since June 4, 2018. On March 12, 2019, the Board of Directors adopted a new Executive Stock Option Plan ("2019 ESOP") and on June 6, 2019, shareholders approved the 2019 ESOP at the Company's Annual Meeting of Shareholders.

2019 ESOP (approved on June 6, 2019)

Stock options outstanding under the 2019 ESOP are equity-settled and expire no later than ten years after the date of the grant and can be used only to purchase stock and may not be redeemed for cash. Stock options may be granted only to employees and consultants of the Company and its subsidiaries and will vest based on the vesting schedule determined at the discretion of the Board of Directors. All stock options that have been granted under the 2019 ESOP vest one-third on each of the first three anniversaries of the date of grant.

Prior ESOP (elapsed on June 4, 2018)

Stock options outstanding under the prior ESOP are equity-settled and expire no later than ten years after the date of the grant and can be used only to purchase stock and may not be redeemed for cash. Stock options granted to key employees and executives ~~vest and may be exercisable as to~~vested one-third on each of the first ~~second and third~~three anniversaries of the date of grant. Stock options granted to directors who are not officers of the Company ~~vest and may be exercisable~~vested 25% on the grant date ~~with another~~and 25% ~~vesting and exercisable~~ on each of the first three anniversaries of the date of grant.

All stock options granted, under both plans described above, were granted at a price determined and approved by the Board of Directors, which cannot be less than the closing price of the Company's common shares on the TSX for the day immediately preceding the effective date of the grant.

The changes in number of stock options outstanding were as follows for each of the years in the three-year period ended December 31, ~~2019:~~2021:


	2021		2020		2019
	Weighted average exercise price	Number of options	Weighted average exercise price	Number of options	Weighted average exercise price	Number of options
	CDN$		CDN$		CDN$
Balance, beginning of year	11.25	2,449,222	16.49	1,010,901	14.59	1,009,793
Granted	29.34	243,152	7.94	1,533,183	17.54	392,986
Exercised	12.90	(257,900)	19.94	(17,362)	12.34	(359,375)
Forfeited	—	—	12.34	(77,500)	15.85	(32,503)
Balance, end of year	12.88	2,434,474	11.25	2,449,222	16.49	1,010,901

2019 2018 2017
Weighted
average
exercise
price Number of
options Weighted
average
exercise
price Number of
options Weighted
average
exercise
price Number of
options
CDN$ CDN$ CDN$
Balance, beginning of year 14.59
1,009,793
12.29
834,375
11.38
1,061,250
Granted 17.54
392,986
21.76
242,918
—
—
Exercised 12.34
(359,375 ) 12.04
(67,500 ) 8.00
(226,875 )
Forfeited 15.85
(32,503 ) —
—
—
—
Balance, end of year 16.49
1,010,901
14.59
1,009,793
12.29
834,375

Shares issued upon exercise of stock options during ~~2019, 2018~~2021, 2020 and ~~2017~~2019 had a weighted average fair value per share at exercise of ~~$13.06, $14.19~~$24.41, $20.11 and ~~$17.94,~~$13.06, respectively.

The following table summarizes information about stock options outstanding and exercisable for each of the years in the three-year period ended December 31, ~~2019:~~2021:


	Options outstanding			Options exercisable
Range of exercise prices (CDN$)	Number	Weighted average contractual life (years)	Weighted average exercise price	Number	Weighted average exercise price
			CDN$		CDN$
December 31, 2021
$7.94	1,501,231	5.82	7.94	479,111	7.94
$12.55	140,000	2.21	12.55	140,000	12.55
$17.54	338,604	4.84	17.54	215,109	17.54
$21.76	211,487	3.97	21.76	211,487	21.76
$29.34	243,152	6.47	29.34	—	—
	2,434,474	5.38	12.88	1,045,707	13.33
December 31, 2020
$7.94	1,533,183	6.76	7.94	—	—
$12.04 to $12.55	320,000	2.82	12.30	320,000	12.30
$17.54	362,982	5.67	17.54	115,994	17.54
$21.76	233,057	4.71	21.76	152,084	21.76
	2,449,222	5.89	11.25	588,078	15.78
December 31, 2019
$12.04 to $12.55	397,500	3.13	12.30	397,500	12.30
$17.54	370,483	6.62	17.54	—	—
$21.76	242,918	5.61	21.76	80,973	21.76
	1,010,901	5.01	16.49	478,473	13.90

Options outstanding Options exercisable
Range of exercise prices (CDN$) Number Weighted
average
contractual
life (years) Weighted
average
exercise price Number Weighted
average
exercise price
CDN$ CDN$
December 31, 2019
$12.04 to $12.55 397,500
3.13 12.30
397,500
12.30
$17.54 370,483
6.62 17.54
—
—
$21.76 242,918
5.61 21.76
80,973
21.76
1,010,901
5.01 16.49
478,473
13.90
65

Options outstanding Options exercisable
Range of exercise prices (CDN$) Number Weighted
average
contractual
life (years) Weighted
average
exercise price Number Weighted
average
exercise price
December 31, 2018
$12.04 to $12.14 386,250
2.18 12.05
386,250
12.05
$12.55 to $14.34 380,625
2.88 12.59
380,625
12.59
$21.76 242,918
6.61 21.76
—
—
1,009,793
3.51 14.59
766,875
12.32
December 31, 2017
$12.04 to $12.14 453,750
2.92 12.05
443,125
12.05
$12.55 to $14.34 380,625
3.88 12.58
278,125
12.60
834,375
3.36 12.29
721,250
12.26

The weighted average fair value of stock options granted ~~during 2019 and 2018 was $2.21 and $3.65, respectively, and~~ was estimated using the Black-Scholes option pricing ~~model, taking into account~~model. The following table summarizes information about the ~~following~~ weighted average ~~assumptions:~~fair value of stock options granted during each of the years in the three-year period ending December 31, 2021, including the weighted average assumptions used in the model:


	December 31, 2021		December 31, 2020		December 31, 2019
Weighted average fair value of stock options granted	$4.25		$0.44		$2.21
Weighted average model assumptions:
Expected life	5.5 years		5.5 years		4.9 years
Expected volatility (1)	27.63	%	34.18	%	29.79	%
Risk-free interest rate	1.09	%	0.75	%	1.44	%
Expected dividends	3.07	%	10.79	%	4.27	%
Stock price at grant date	CDN$ 29.34		CDN$ 7.94		CDN$ 17.54
Exercise price of awards	CDN$ 29.34		CDN$ 7.94		CDN$ 17.54
Foreign exchange rate USD to CDN	1.2482		1.4526		1.3380

December 31, 2019 December 31, 2018
Expected life 4.9 years
4.8 years
Expected volatility⁽¹⁾
29.79 % 32.09 %
Risk-free interest rate 1.44 % 2.05 %
Expected dividends 4.27 % 3.30 %
Stock price at grant date CDN$ 17.54 CDN$ 21.76
Exercise price of awards CDN$ 17.54 CDN$ 21.76
Foreign exchange rate USD to CDN 1.3380
1.2809
(1)Expected volatility was calculated by applying a weighted average of the daily closing price on the TSX for a term commensurate with the expected life of the grant.


⁽¹⁾	~~Expected volatility was calculated by applying a weighted average of the daily closing price on the TSX for a term commensurate with the expected life of the grant.~~

Restricted Share Units

~~On March 7, 2018, the Board of Directors approved the addition of RSUs as an available cash-settled award type.~~ A RSU is a right to receive a cash payment equal to the five trading days VWAP of the Company’s common shares on the TSX ~~upon~~immediately preceding a date specified in the grant terms after completion of time-based vesting conditions. The purpose of a RSU is to tie a portion of the value of the compensation of participants to the future value of the Company's common shares. Grants of RSUs to employees of the Company are on a discretionary basis and subject to the Board of Directors’ approval. RSUs accrue dividend equivalents which are paid in cash at the ~~end of the vesting period.~~settlement date. A dividend equivalent is calculated as the number of settled RSUs multiplied by the amount of cash dividends per share declared and paid by the Company between the date of grant and the settlement date.

The following table summarizes information about RSUs for each of the ~~two-year~~years in the three-year period ended December 31, ~~2019:~~2021:


	2021		2020		2019
RSUs granted	81,981		281,326		120,197
Weighted average fair value per RSU granted	$	23.88	$	6.07	$	13.74
RSUs forfeited	3,349		8,643		7,412
RSUs settled	106,906		—		—
Weighted average fair value per RSU settled	23.84		—		—
Cash settlements (1)	2,733		—		—

2019 2018
RSUs granted 120,197
113,047
Weighted average fair value per RSU granted $ 13.74
$ 16.29
RSUs forfeited (7,412 ) (1,228 )
(1) Includes a cash payment of dividend equivalents on RSUs equaling the product that results from multiplying the number of settled RSUs by the amount of cash dividends per common share declared and paid by the Company from the date of grant of the RSUs to the settlement date.

The following table summarizes information about RSUs outstanding as of:


	December 31, 2019		December 31, 2018			December 31, 2021		December 31, 2020
RSUs outstanding	224,604		111,819		RSUs outstanding	469,468		497,287
Weighted average fair value per RSU outstanding	$	12.67	$	12.18	Weighted average fair value per RSU outstanding	$	20.21	$	18.91

6466

Performance Share Units

A PSU is a right ~~that has~~to receive a ~~value~~cash payment equal to the five trading days VWAP of the Company's common shares on the TSX immediately preceding a date specified in the grant terms after completion of vesting conditions specified in the grant terms. The purpose of a PSU is to tie a portion of the value of the compensation of participants to the future value of the Company's common shares. Grants of PSUs to employees of the Company are on a discretionary basis and subject to the Board of Directors’ approval. PSUs accrue dividend equivalents which are paid in cash at the ~~end of the vesting period.~~settlement date. A dividend equivalent is calculated as the number of settled PSUs multiplied by the amount of cash dividends per share declared and paid by the Company between the date of grant and the settlement date.

Grant details for PSUs granted prior to December 31, 2017:

The ~~number of~~ PSUs granted prior to December 31, 2017 ~~which will be~~were eligible to vest ~~can range~~ from 0% to 150% of the Target Shares ("Target Shares" reflects 100% of the PSUs granted) based on the Company's total shareholder return ("TSR") ranking relative to a specified peer group of companies ~~("Peer~~(the "Peer Group") over the measurement period as outlined in the table below:



TSR Ranking Relative to the Peer Group	Percent of Target Shares Vested
76th percentile or higher	150	%
51st-75th percentile	100	%
25th-50th percentile	50	%
Less than the 25th percentile	0	%

The performance and vesting period iswas the period from the date of grant through the third anniversary of the date of grant. The PSUs ~~are~~were expensed over the vesting period.

On August 7, 2019, the Board of Directors amended the terms of the PSU awards granted in 2017 only to modify the performance adjustment factor specific to the TSR ranking relative to the Peer Group over the performance measurement period. The amendment was intended to align the performance adjustment factors with the market practice of interpolating as well as the recent practice of the Company. As amended, the TSR performance adjustment factor iswas determined as follows (interpolated on a straight-line basis):



TSR Ranking Relative to the Peer Group			Percent of Target Shares Vested
75th percentile or above			150	%
50th percentile			100	%
25th percentile			50	%
Less than the 25th percentile			0	%
~~25th percentile~~	50	%
~~50th percentile~~	~~100~~	%
~~75th percentile or above~~	~~150~~	%

Grant details for PSUs granted subsequent to December 31, ~~2017:~~2017 and prior to December 31, 2019:

The number of PSUs granted ~~subsequent to December 31, 2017 which~~in 2018 and 2019 that will be eligible to vest can range from 0% to 175% of the Target Shares as determined by multiplying the number of PSUs awarded by the adjustment factors as follows:

•50% based on the Company's TSR ranking relative to the Peer Group over the measurement period as set out in the table below; and

•50% based on the Company's average return on invested capital over the measurement period as compared to internally developed thresholds (the “ROIC Performance”) as set out in the table below.

Grant details for PSUs granted subsequent to December 31, 2019:

The number of PSUs granted subsequent to December 31, 2019 that will be eligible to vest can range from 0% to 175% of the Target Shares as determined by multiplying the number of PSUs awarded by the adjustment factors as follows:

•25% based on the Company's TSR ranking relative to the S&P North America SmallCap Materials (Industry Group) Index (the "Index Group") over the measurement period as set out in the table below;

•25% based on the Company's TSR ranking relative to the Peer Group over the measurement period as set out in the table below; and

•50% based on the Company's ROIC Performance as set out in the table below.

The relative TSR performance adjustment factor is determined as follows:



TSR Ranking Relative to the Index Group/Peer Group	Percent of Target Shares Vested
90th percentile or higher	200	%
75th percentile	150	%
50th percentile	100	%
25th percentile	50	%
Less than the 25th percentile	0	%

The ROIC Performance adjustment factor is determined as follows:



ROIC Performance	Percent of Target Shares Vested
1st Tier	0	%
2nd Tier	50	%
3rd Tier	100	%
4th Tier	150	%

The TSR performance and ROIC Performance adjustment factors between the numbers set out in the two tables above are interpolated on a straight-line basis.

The following table summarizes information about PSUs for each of the years in the three-year period ended December 31, ~~2019:~~

2021:

2019 2018 2017
PSUs granted 291,905
284,571
358,386
Weighted average fair value per PSU granted $ 14.28
$ 17.84
$ 16.15
PSUs forfeited/cancelled (23,739 ) (16,053 ) (7,952 )
PSUs added/(cancelled) by performance factor ⁽¹⁾
(401,319 ) (2,125 ) 69,600
PSUs settled —
(335,465 ) (208,800 )
Weighted average fair value per PSU settled $ —
$ 15.87
$ 18.49
Cash payment on settlement $ —
$ 5,863
$ 4,174


⁽¹⁾	~~The table below provides further information regarding the PSUs settled included in the table above. The number of PSUs settled reflects the performance adjustments to the Target Shares:~~


	2021		2020		2019
PSUs granted	200,982		694,777		291,905
Weighted average fair value per PSU granted	$	29.02	$	5.59	$	14.28
PSUs forfeited/cancelled	10,046		25,923		23,739
PSUs added/(cancelled) by performance factor (1)	143,512		(346,887)		(401,319)
PSUs settled	409,670		—		—
Weighted average fair value per PSU settled	$	23.84	$	—	$	—
Cash payment on settlement (2)	$	10,472	$	—	$	—

Grant Date Date Settled Target Shares Performance PSUs settled
June 11, 2014 June 22, 2017 139,200
150 % 208,800
March 14, 2015 March 21, 2018 217,860
100 % 217,860
May 14, 2015 May 22, 2018 115,480
100 % 115,480
May 20, 2015 May 28, 2018 4,250
50 % 2,125
March 21, 2016 March 21, 2019 371,158
— % —
December 20, 2016 December 20, 2019 30,161
— % —
(1)The table below provides further information regarding the PSUs settled included in the table above. The number of PSUs settled reflects the performance adjustments to the Target Shares:


Grant Date	Date Settled	Target Shares	Performance		PSUs settled
March 21, 2016	March 21, 2019	371,158	0	%	—
December 20, 2016	December 20, 2019	30,161	0	%	—
March 20, 2017	March 20, 2020	346,887	0	%	—
March 21, 2018	March 23, 2021	266,158	153.9	%	409,670

(2) Includes a cash payment of dividend equivalents on PSUs equaling the product that results from multiplying the number of settled PSUs by the amount of cash dividends per common share declared and paid by the Company from the date of grant of the PSUs to the settlement date.

The weighted average fair value of PSUs granted ~~subsequent to~~in the three-year period ended December 31, ~~2017 was~~2021 were based 50% on the VWAP of the Company's common shares on the TSX for the five trading days immediately preceding the grant date ~~which were CDN$18.31 and CDN$21.22 at December 31, 2019 and 2018, respectively,~~ and 50% based on a Monte Carlo simulation model implemented in a risk-neutral framework considering the assumptions presented in the following ~~assumptions:~~table:


	2021		2020		2019
5 day VWAP at grant date	CDN$ 29.78		CDN$ 8.63		CDN$ 18.31
Monte Carlo simulation model assumptions:
Expected life	3 years		3 years		3 years
Expected volatility (1)	45	%	36	%	25	%
US risk-free interest rate	0.28	%	0.3	%	2.36	%
Canadian risk-free rate	0.46	%	0.59	%	1.6	%
Expected dividends (2)	CDN$ 0.00		CDN$ 0.00		CDN$ 0.00
Performance period starting price (3)	CDN$ 24.20		CDN$ 16.25		CDN$ 16.36
Stock price as of estimation date	CDN$ 29.27		CDN$ 7.24		CDN$ 18.06

2019 2018
Expected life 3 years
3 years
Expected volatility⁽¹⁾
25 % 30 %
US risk-free interest rate 2.36 % 2.43 %
Canadian risk-free rate 1.60 % 1.96 %
Expected dividends⁽²⁾
CDN$ 0.00 CDN$ 0.00
Performance period starting price ⁽³⁾
CDN$ 16.36 CDN$ 21.13
Stock price as of estimation date CDN$ 18.06 CDN$ 20.59

~~The weighted average fair value of PSUs granted prior to December 31, 2017~~(1)Expected volatility was ~~estimated~~calculated based on the daily dividend adjusted closing price change on the TSX for a term commensurate with the expected life of the grant.

(2)A participant will receive a cash payment from the Company upon PSU settlement that is equivalent to the number of settled PSUs multiplied by the amount of cash dividends per share declared and paid by the Company between the date of grant and the settlement date. As such, there is no impact from expected future dividends in the Monte Carlo simulation ~~model implemented in a risk-neutral framework, taking into account~~model.

(3)The performance period starting price is measured as the ~~following weighted average assumptions~~VWAP for ~~each~~the common shares of the ~~year ended December 31, 2017:~~Company on the TSX on the grant date.



	~~2017~~
~~Expected life~~	~~3 years~~
~~Expected volatility~~⁽¹⁾	34	%
~~US risk-free interest rate~~	~~1.57~~	%
~~Expected dividends~~⁽²⁾	~~CDN$ 0.00~~
~~Performance period starting price~~ ⁽³⁾	~~CDN$ 22.26~~
~~Stock price as of estimation date~~	~~CDN$ 21.94~~


⁽¹⁾	~~Expected volatility was calculated based on the daily dividend adjusted closing price change on the TSX for a term commensurate with the expected life of the grant.~~


⁽²⁾	A participant will receive a cash payment from the Company upon PSU settlement that is equivalent to the number of settled PSUs multiplied by the amount of cash dividends per share declared by the Company between the date of grant and the settlement date. As such, there is no impact from expected future dividends in the Monte Carlo simulation model.


⁽³⁾	~~The performance period starting price is measured as the VWAP for the common shares of the Company on the TSX on the grant dates.~~

The following table summarizes information about PSUs outstanding as of:


	December 31, 2019		December 31, 2018			December 31, 2021		December 31, 2020
PSUs outstanding	901,086		1,034,239		PSUs outstanding	1,149,196		1,223,053
Weighted average fair value per PSU outstanding	$	8.09	$	9.49	Weighted average fair value per PSU outstanding	$	29.35	$	28.53

Based on the Company’s performance adjustment factors as of December 31, ~~2019,~~2021, the number of PSUs earned if all of the outstanding awards were to be settled at December 31, ~~2019,~~2021, would be as follows:



Grant Date			Performance
~~March 20, 2017~~			—	%
~~March 21, 2018~~	~~107.2~~	%
March 21, 2019	~~63.5~~127.1		%
March 23, 2020			157.6		%
March 22, 2021			118.0		%

Deferred Share Unit Plan

~~DSUs are granted~~A DSU is a right to ~~non-executive directors as~~receive a ~~result~~cash payment equal to the five trading days VWAP of the Company's common shares on the TSX immediately preceding a date specified in the grant ~~in lieu of dividends and/or in lieu of cash for semi-annual directors’ fees and must be retained until the director leaves the Company’s Board of Directors.~~terms. The purpose of a DSU is to tie a portion of the value of the compensation of non-executive directors to the future value of the Company's common shares. ~~A DSU is~~DSUs are granted to non-executive directors as a ~~right that has a value equal to~~result of an annual grant, in lieu of dividends and/or in lieu of cash for semi-annual directors’ fees and must be retained until the ~~five trading days VWAP~~director leaves the Company’s Board of ~~the Company's common shares on the TSX immediately preceding a date specified in the grant terms.~~Directors.

The following table summarizes information about DSUs for each of the years in the three-year period ended December 31, ~~2019:~~2021:

2019 2018 2017
DSUs granted 72,434
69,234
48,179
Weighted average fair value per DSU granted $ 13.83
$ 14.75
$ 17.79
DSUs settled —
37,668
—
Weighted average fair value per DSU settled $ —
$ 14.50
$ —
Cash payments on DSUs settled $ —
$ 546
$ —


	2021		2020		2019
DSUs granted	67,554		115,114		72,434
Weighted average fair value per DSU granted	$	22.93	$	10.26	$	13.83

The following table summarizes information about DSUs outstanding as of:

December 31,
2019 December 31,
2018
DSUs outstanding 271,427
198,993
Weighted average fair value per DSU outstanding $ 12.67
$ 12.18

~~Stock Appreciation Rights~~

SAR awards are for directors, executives and other designated employees of the Company. A SAR is a right to receive a cash payment equal to the difference between the base price of the SAR and the market value of a common share of the Company on the TSX on the date of exercise. SARs are settled only in cash and expire no later than ten years after the date of the grant. All SARs are granted at a price determined and approved by the Board of Directors, which is the closing price of the common shares of the Company on the TSX on the trading day immediately preceding the day on which a SAR is granted. The base price for all SARs outstanding for all periods presented is CDN$7.56. SARs granted to employees and executives will vest and may be exercisable 25% per year over four years. SARs granted to directors who are not officers of the Company will vest and may be exercisable 25% on the grant date, and a further 25% will vest and may be exercisable per year over three years.

~~There were no SARs granted during the three-year period ended December 31, 2019 and there were no SARs outstanding as of December 31, 2019 and 2018.~~

~~The following table summarizes information regarding SARs activity for the two-year period ended December 31, 2018:~~

2018 2017
SARs exercised ⁽¹⁾
147,500
13,250
Cash payments on exercise $ 1,481
$ 155

⁽¹⁾ ~~Base price of SARs exercised was CDN$7.56.~~


	December 31, 2021		December 31, 2020
DSUs outstanding	454,095		386,541
Weighted average fair value per DSU outstanding	$	20.21	$	18.91

Summary of Share-based Compensation Expense and Share-based Compensation Liabilities

The following table summarizes share-based compensation expense (benefit) recorded in earnings in SG&A for each of the years in the three-year period ended December 31, ~~2019:~~2021:


	2021	2020	2019
	$	$	$
Stock options	879	738	701
PSUs	15,253	14,829	(2,057)
DSUs	1,546	3,819	914
RSUs	3,977	3,493	943

	21,655	22,879	501

2019 2018 2017
$ $ $
Stock options 701
467
167
PSUs (2,057 ) 866
2,903
DSUs 914
230
512
RSUs 943
448
—
SARs —
(97 ) (291 )
501
1,914
3,291
70

The following table summarizes share-based liabilities recorded in the consolidated balance sheets for the years ended:


	December 31, 2021	December 31, 2020
Share-based compensation liabilities, current	$	$
PSUs (1)	7,921	8,446
DSUs (2)	8,852	7,354

RSUs (1)	2,316	1,969
	19,089	17,769

Share-based compensation liabilities, non-current
PSUs (1)	15,850	10,743
RSUs (1)	4,000	2,921
	19,850	13,664

December 31,
2019 December 31,
2018
Share-based compensation liabilities, current $ $
PSUs ⁽¹⁾
1,291
2,563
DSUs ⁽²⁾
3,457

2,417
RSUs 200
86
4,948
5,066

Share-based compensation liabilities, non-current
PSUs ⁽¹⁾
3,055
3,764
RSUs 1,192
361
4,247
4,125

⁽¹⁾ Includes dividend equivalents accrued on awards.

⁽²⁾ Includes dividend equivalent grants.

Change in Contributed Surplus

The ~~activity for~~following table summarizes the ~~three-year period ended December 31, 2019~~activity in the consolidated changes in equity under the caption contributed surplus ~~is detailed as follows:~~for each of the years in the three-year period ended December 31, 2021:


	2021	2020	2019
	$	$	$
Change in excess tax benefit on exercised share-based awards	(672)	—	(38)
Change in excess tax benefit on outstanding share-based awards	824	5,306	21
Share-based compensation expense credited to capital on options exercised	(737)	(50)	(976)
Share-based compensation expense for stock options	879	738	701
Increase (decrease) in contributed surplus	294	5,994	(292)

2019 2018 2017
$ $ $
Change in excess tax benefit on exercised share-based awards (38 ) (7 ) (597 )
Change in excess tax benefit on outstanding share-based awards 21
(737 ) (3,135 )
Share-based compensation expense credited to capital on options exercised (976 ) (179 ) (495 )
Share-based compensation expense
Stock options 701
467
167
DSUs —
—
(1,935 )
PSUs —
—
(6,060 )
701
467
(7,828 )
Change in contributed surplus (292 ) (456 ) (12,055 )

19 -BUSINESS ACQUISITIONS

~~Airtrax~~Nuevopak Global Limited Acquisition

On May 11, 2018, Capstone acquired substantially all of the assets and assumed certain liabilities of Airtrax Polymers Private Limited (d/b/a Airtrax) ("Airtrax Acquisition"). Airtrax manufactures and sells woven products that are used in various applications, including in the building and construction industry. As part of the agreement, the minority shareholders of Capstone contributed in kind certain assets and liabilities valued at $13.4 million that were formerly attributed to Airtrax’s woven product manufacturing operations in exchange for newly-issued shares of Capstone. As a result of the minority shareholders' in-kind contribution made to Capstone and the Company's initial consideration value paid to the minority shareholders through the issuance of Capstone shares, the Company recorded a $10.9 million increase to equity attributable to non-controlling interest as well as a temporary $2.5 million credit to deficit in the consolidated changes in equity for the twelve months ended December 31, 2018.

~~On August 10, 2018,~~July 30, 2021, the Company acquired ~~additional existing~~100% of the outstanding equity in Nuevopak Global Limited ("Nuevopak") for $43.0 million, net of cash balances acquired (the "Nuevopak Acquisition"). This amount includes potential earn-out consideration of up to $9.0 million to be paid upon the achievement of certain operational milestones within three years from the date of closing. (Refer to Note 24 for further discussion of this contingent consideration and ~~newly-issued shares~~the inputs used in management's estimation of ~~Capstone~~fair value.)

Nuevopak designs and develops a range of machines that provide void-fill and cushioning protective packaging solutions primarily targeting protective paper packaging solutions. Nuevopak supplies the Company with paper dispensing machines and converted paper for protective packaging distribution in ~~exchange for $3.6 million~~North America. Nuevopak is headquartered in Hong Kong with subsidiaries in Jiangmen, China and Scheden, Germany. The Nuevopak Acquisition is expected to further strengthen the Company's product bundle and secure a broader suite of sustainable packaging solutions, while enabling the Company to secure dispensing machine supply, vertically integrate its paper converting operation, and expand its market share.

Excluding working capital adjustments, cash balances acquired and the contingent consideration arrangement noted above, the purchase price was $34.8 million. The consideration paid in cash ~~as part of~~was financed using funds available under the ~~same overall transaction, thus increasing its equity investment in Capstone by the same amount. As a result, the Company recorded a $2.5 million debit to deficit~~Company's revolving credit facility. Customary representations and ~~a $0.1 million decrease to equity attributable to non-controlling interest~~warranties, covenants and indemnification provisions were included in the consolidated changes in equity for the twelve months ended December 31, 2018 to reflect the Company's increased equity position in Capstone and the minority shareholders' decreased equity position in Capstone once the shares were issued and sold.

share purchase agreement. The ~~remaining $1.0 million paid for the additional shares was recorded as cash on the balance sheet of Capstone.~~

~~As of December 31, 2019 and 2018, the Company held a 55% controlling ownership stake in Capstone while the minority shareholders held a 45% non-controlling interest in Capstone.~~

~~The Airtrax Acquisition was~~transaction is being accounted for using the acquisition method of accounting.

The net consideration paid on the closing date for the acquisition described above was as follows:


			July 30, 2021
			$
Consideration paid in cash			35,402
Estimated fair value of contingent consideration arrangement (1)			8,305
Consideration transferred			43,707
Less: cash balances acquired			742
Consideration transferred, net of cash acquired			42,965

(1)The gross contractual contingent consideration amount of $9.0 million is included in the gross consideration total at its net present value as of the date of acquisition when the contingency was entered into, with expected cash outflows discounted using a rate of 4.74%. Refer to Note 24 for further discussion of this financial liability and inputs used in management's estimation of fair value.

Fair values of net identifiable assets acquired at the date of acquisition were as follows:


			July 30, 2021
			$
Current assets
Cash			742
Trade receivables (1)			1,167
Inventories			5,305
Other current assets			996
Property, plant and equipment			1,657
Intangible assets			21,651
Deferred tax assets			11
			31,529
Current liabilities
Accounts payable and accrued liabilities			3,519
Borrowings and lease liabilities, current			155
Borrowings and lease liabilities, non-current			95
Deferred tax liabilities			3,754
Provisions, non-current			88
			7,611
Fair value of net identifiable assets acquired			23,918

(1) The gross contractual amounts receivable were $1.2 million. As of December 31, 2021, the Company has collected substantially all of the trade receivables that were outstanding as of the date of acquisition.

The fair value of goodwill at the date of acquisition was as follows:


			July 30, 2021
			$
Consideration transferred			43,707
Less: fair value of net identifiable assets acquired			23,918
Goodwill			19,789

Goodwill recognized is primarily related to growth expectations, expected future profitability, and expected revenue and cost synergies. The Company does not expect goodwill to be deductible for income tax purposes.

The Nuevopak Acquisition’s impact on the Company’s consolidated earnings was as follows:


			July 31 through December 31, 2021
			$
Revenue			2,889
Net loss			804

Had the Nuevopak Acquisition been effective as of January 1, 2021, the impact on the Company’s consolidated earnings would have been as follows:


			Twelve Months Ended December 31, 2021
			$
Revenue			7,668
Net loss			2,159

The Company's acquisition-related costs of $1.7 million are excluded from the consideration transferred and are included in the Company’s consolidated earnings, primarily in selling, general and administrative expenses for the year ended December 31, 2021.

Nortech Packaging Acquisition

On February 11, 2020, the Company acquired substantially all of the operating assets of Nortech Packaging LLC and Custom Assembly Solutions, Inc. (collectively, "Nortech") for an aggregate purchase price of $46.5 million, net of cash balances acquired (the "Nortech Acquisition"). This amount includes potential earn-out consideration of up to $12.0 million, contingent upon certain future performance measures of the acquired assets to be determined following the two-year anniversary of the acquisition date. (Refer to Note 24 for further discussion of this financial liability and inputs used in management's estimation of fair value.)

Nortech manufactures, assembles and services automated packaging machines under the Nortech Packaging and Tishma Technologies brands. The acquisition ~~is expected to further enhance and extend~~expands the Company’s product ~~offering~~bundle into technologies that the Company believes are increasingly critical to automation in packaging.

Excluding working capital adjustments, cash balances acquired and ~~provide a globally competitive position~~the contingent consideration arrangement noted above, the purchase price was $36.5 million. The consideration paid in ~~woven products. The Airtrax~~cash was financed using funds available under the Company's revolving credit facility. As of December 31, 2021, the former owners of Nortech have in escrow approximately $2.4 million ($4.7 million as of December 31, 2020) related to customary representations, warranties and covenants in the asset purchase agreement, which contains customary indemnification provisions. AsThe transaction is being accounted for using the acquisition method of accounting.

The net cash consideration paid on the closing date for the acquisition described above was as follows:


			February 11, 2020
			$
Consideration paid in cash			36,188
Estimated fair value of contingent consideration arrangement (1)			10,806
Consideration transferred			46,994
Less: cash balances acquired			484
Consideration transferred, net of cash acquired			46,510

(1)The gross contractual contingent consideration amount of $12.0 million is included in the gross consideration total at its net present value when the contingency was entered into on the date of acquisition, which is discounted over two years using a discount rate of 5.38%. Subsequent to the acquisition, and as of December 31, ~~2019~~2021 and ~~2018, there were no outstanding obligations or indemnifications.~~2020, management concluded that any payment toward this obligation was not probable due to the impact of, and macroeconomic events resulting from, COVID-19 and other delays in the acquisition integration efforts. Refer to Note 24 for further discussion of this financial liability and inputs used in management's estimation of fair value.

The fair values of net identifiable assets acquired at the date of acquisition were as follows:



		~~May~~February 11, ~~2018~~2020
		$
Current assets
Cash		484
Trade receivables ⁽¹⁾		~~1,296~~2,749
Inventories		~~1,565~~5,123
~~Parts and supplies~~		54
Other current assets	~~477~~199
Property, plant and equipment		~~6,454~~921
Intangible assets		~~1,223~~21,519
		~~11,069~~30,995
Current liabilities
Accounts payable and accrued liabilities		~~763~~9,493
Borrowings and lease liabilities, current		~~728~~143
Borrowings and lease liabilities, non-current		~~346~~5
~~Pension, post-retirement and other long-term employee benefits~~		89,641
~~Deferred tax liabilities~~		~~1,866~~
	~~3,711~~
Fair value of net identifiable assets acquired	~~7,358~~21,354

⁽¹⁾

~~The gross contractual amounts receivable were $1.3~~

(1)The gross contractual amounts receivable were $3.2 million. As of December 31, 2021, the Company has collected approximately $2.9 million of the outstanding trade receivables, with $0.3 million expected to remain uncollected.

The fair value of ~~December 31, 2018, the Company had collected substantially all of the outstanding trade receivables.~~

~~Resulting~~ goodwill at the date of acquisition was ~~calculated~~ as follows:



		~~May~~February 11, ~~2018~~2020
		$
~~Fair value of increase to non-controlling interest~~Consideration transferred		~~11,102~~46,994
~~Effect of change in the Company's ownership interest in Capstone~~		~~2,299~~
Less: fair value of net identifiable assets acquired	~~7,358~~21,354
Goodwill		~~6,043~~25,640

Goodwill recognized is primarily related to growth expectations, revenue synergies, and expected future ~~profitability, and expected cost synergies.~~profitability. The Company ~~does not expect any~~expects all of the recorded goodwill to be deductible for income tax purposes.

The ~~Airtrax~~Nortech Acquisition’s impact on the Company’s consolidated earnings ~~including the impact of purchase accounting,~~ was as follows:



						~~May 11~~February 12 through December 31, ~~2018~~2020
						$
Revenue						~~4,708~~11,674
Net ~~earnings~~loss						992,103

Had the ~~Airtrax~~Nortech Acquisition been effective as of January 1, ~~2018,~~2020, the impact on the Company’s consolidated earnings would have been as follows:



		Twelve Months Ended December 31, ~~2018~~2020
		$
Revenue		~~9,555~~
~~Net earnings~~ ⁽¹⁾	~~497~~

16,424
⁽¹⁾ Net loss			Adjustments to arrive at net earnings include (i) the alignment of accounting policies to IFRS, (ii) the removal of acquisition costs incurred by Airtrax, (iii) the amortization of recorded intangible assets and other purchase accounting adjustments and (iv) the effect of income tax expense using the effective tax rate of the acquisition post-closing.1,332

The Company's acquisition-related costs of ~~less than $0.1~~$0.8 million are excluded from the consideration ~~transferred~~transferred. Approximately $0.1 million and $0.7 million of these costs are included in the Company’s consolidated earnings, primarily in ~~SG&A~~selling, general and administrative expenses for the ~~year~~years ended December 31, ~~2018.~~2020 and 2019, respectively.

~~Polyair Acquisition~~

On August 3, 2018, the Company acquired 100% of the outstanding equity value in Polyair for total net cash consideration of $145.0 million ("Polyair Acquisition"). Polyair, formerly a private company, is in the protective packaging business with seven manufacturing facilities and a distribution center in North America. Polyair's primary products consist of bubble cushioning, foam, mailers and air pillow systems. The Polyair purchase agreement contains customary indemnification provisions. As of December 31, 2018, the Company had recorded a $3.2 million liability payable to the former shareholders of Polyair under the share purchase agreement, primarily relating to estimated state and federal income tax benefits, in part, due to the Company's payment of certain deal-related costs on behalf of Polyair through the transaction proceeds ($1.6 million in short-term obligations was included in accounts payable and accrued liabilities and $1.6 million in long-term obligations in other liabilities). On April 9, 2019, a settlement was reached between the Company and the former shareholders of Polyair in the amount of $2.3 million resulting in the extinguishment of the previously-recorded liability and a $0.9 million benefit to earnings recorded in finance costs (income) in other expense (income), net. As of December 31, 2019 and 2018, there were no other outstanding obligations or indemnifications relating to this acquisition.74

The Polyair Acquisition was accounted for using the acquisition method of accounting. The acquisition further strengthened the Company's product bundle and provided additional scale in protective packaging solutions.

~~The net cash consideration paid on the closing date for the acquisition described above was as follows:~~



	~~August 3, 2018~~
	$
~~Consideration paid in cash~~	~~145,102~~
~~Less: cash balances acquired~~	~~140~~
	~~144,962~~

~~The fair values of net identifiable assets acquired at the date of acquisition were as follows:~~



	~~August 3, 2018~~
	$
~~Current assets~~
~~Cash~~	~~140~~
~~Trade receivables~~ ⁽¹⁾	~~10,462~~
~~Inventories~~	~~11,402~~
~~Other current assets~~	~~855~~
~~Property, plant and equipment~~	~~21,946~~
~~Intangible assets~~	~~77,600~~
~~Other assets~~	~~522~~
	~~122,927~~
~~Current liabilities~~
~~Accounts payable and accrued liabilities~~	~~19,331~~
~~Provisions, current~~	30
~~Borrowings, current~~	46
~~Borrowings and lease liabilities, non-current~~	~~154~~
~~Deferred tax liabilities~~	~~17,625~~
~~Provisions, non-current~~	~~1,544~~
~~Other liabilities~~	~~1,653~~
	~~40,383~~
~~Fair value of net identifiable assets acquired~~	~~82,544~~


⁽¹⁾	~~The gross contractual amounts receivable were $10.5 million. As of December 31, 2018, the Company had collected substantially all of the outstanding trade receivables.~~

~~Resulting goodwill at the date of acquisition was calculated as follows:~~



	~~August 3, 2018~~
	$
~~Cash consideration transferred~~	~~145,102~~
~~Plus: Remaining non-controlling interest~~ ⁽¹⁾	~~421~~
~~Less: fair value of net identifiable assets acquired~~	~~82,544~~
~~Goodwill~~	~~62,979~~

⁽¹⁾

As part of the acquisition of Polyair, the Company indirectly obtained a controlling 50.1% interest in Polyair subsidiary GPCP Inc., which is engaged in selling anti-corrosive plastic and paper packaging film under the trade name VCI 2000. The subsidiary is incorporated in the US and is 49.9% owned by a non-controlling entity located in Israel. The initial recorded value of the non-controlling interest is measured using the calculated proportionate share of the subsidiary's identifiable net assets.

Goodwill recognized is primarily related to growth expectations, expected future profitability, and expected cost synergies. The Company does not expect goodwill to be deductible for income tax purposes.

~~The Polyair Acquisition’s impact on the Company’s consolidated earnings, including the impact of purchase accounting, was as follows:~~



	~~August 3 through December 31, 2018~~
	$
~~Revenue~~	~~55,505~~
~~Net loss~~	~~(699~~	)

~~Had the Polyair Acquisition been effective as of January 1, 2018, the impact on the Company’s consolidated earnings would have been as follows:~~



	~~Twelve Months Ended December 31, 2018~~
	$
~~Revenue~~	~~132,015~~
~~Net loss~~ ⁽¹⁾	~~(5,035~~	)


⁽¹⁾	Adjustments to arrive at a net loss include (i) the alignment of accounting policies to IFRS, (ii) the removal of acquisition costs incurred by Polyair, (iii) the amortization of recorded intangible assets and other purchase accounting adjustments and (iv) the effect of income tax expense using the effective tax rate of the acquisition post-closing.

The Company's acquisition-related costs of $1.4 million are excluded from the consideration transferred and are included in the Company’s consolidated earnings primarily in SG&A for the year ended December 31, 2018.

~~Maiweave Acquisition~~

On December 17, 2018, the Company acquired substantially all of the operating assets of Maiweave LLC (“Maiweave”) for total cash consideration of $20.8 million ("Maiweave Acquisition"). Maiweave, formerly a private company, is based in Springfield, Ohio and an integrated US manufacturer of engineered coated polyolefin fabrics. Its products are used in applications such as grain and salt pile covers, pit and pond liners, shelter fabrics, outdoor media, and lumber mill packaging. The former owners of Maiweave have in escrow $2.1 million as of December 31, 2019, related to customary representations, warranties and covenants in the Maiweave purchase agreement. The Maiweave purchase agreement also contains customary indemnification provisions. As of December 31, 2019 and 2018, there were no outstanding obligations or indemnifications relating to this acquisition.

The Maiweave Acquisition was accounted for using the acquisition method of accounting. The acquisition further strengthened the Company's woven product bundle and provided additional scale to support demand.

~~The net cash consideration paid on the closing date for the acquisition described above was as follows:~~



	~~December 17, 2018~~
	$
~~Consideration paid in cash~~	~~20,802~~
~~Less: cash balances acquired~~	1
	~~20,801~~

~~The fair values of net identifiable assets acquired at the date of acquisition were as follows:~~



	~~December 17, 2018~~
	$
~~Current assets~~
~~Cash~~	1
~~Trade receivables~~ ⁽¹⁾	~~3,210~~
~~Inventories~~	~~5,977~~
~~Property, plant and equipment~~	~~9,982~~
~~Intangible assets~~	~~4,050~~
	~~23,220~~
~~Current liabilities~~
~~Accounts payable and accrued liabilities~~	~~2,482~~
~~Provisions, current~~	50
	~~2,532~~
~~Fair value of net identifiable assets acquired~~	~~20,688~~


⁽¹⁾	~~The gross contractual amounts receivable were $3.3 million. As of December 31, 2019, the Company has collected substantially all of the remaining uncollected amounts.~~

~~Resulting goodwill at the date of acquisition was calculated as follows:~~



	~~December 17, 2018~~
	$
~~Cash consideration transferred~~	~~20,802~~
~~Less: fair value of net identifiable assets acquired~~	~~20,688~~
~~Goodwill~~	~~114~~

The Maiweave Acquisition had no impact on the Company’s consolidated earnings during the year ended December 31, 2018. Had the Maiweave Acquisition been effective as of January 1, 2018, the impact on the Company’s consolidated earnings would have been as follows:



	~~Twelve Months Ended December 31, 2018~~
	$
~~Revenue~~	~~28,050~~
~~Net loss~~ ⁽¹⁾	~~(1,173~~	)


⁽¹⁾	Adjustments to arrive at a net loss include (i) the alignment of accounting policies to IFRS, (ii) the removal of acquisition costs incurred by Maiweave, (iii) the amortization of recorded intangible assets and other purchase accounting adjustments and (iv) the effect of income tax expense using the effective tax rate of the acquisition post-closing.

The Company's acquisition-related costs of $0.5 million are excluded from the consideration transferred and are included in the Company’s consolidated earnings primarily in SG&A for the year ended December 31, 2018.

20 -PENSION, POST-RETIREMENT AND OTHER LONG-TERM EMPLOYEE BENEFIT PLANS

The Company has several contributory and non-contributory defined contribution plans and defined benefit plans for substantially all its employees in Canada and the US.

Defined contribution plans

In the US, the Company maintains a savings retirement plan (401(k) Plan) for the benefit of certain employees who have been employed for at least 90 days. Contribution to this plan is at the discretion of the Company. Among investment options available to participants is a common trust fund that holds cash and common shares of the Company. The Company also maintains 401(k) plans according to the terms of certain collective bargaining agreements.

The Company also contributes to multi-employer plans for employees covered by certain collective bargaining agreements.

In Canada, the Company maintains defined contribution pension plans for ~~its salaried~~ certainemployees and contributes amounts equal to up to 4% of each participant’s eligible salary. ~~Among investment options available to participants is a common trust fund that holds cash and common shares of the Company.~~

The amount expensed with respect to the defined contribution plans for the years ended December 31, was $8.2 million in 2021, $6.8 million in 2020 and $7.1 million in ~~2019, $3.5 million in 2018 and $4.7 million in 2017.~~

2019.

Defined benefit plans

~~The~~In the US, the Company has ~~in the US, three~~3 defined benefit pension plans ~~(hourly~~for certain union hourly and ~~salaried).~~non-union salaried employees. Benefits for employees are based on compensation and years of service for salaried employees and fixed benefits per month for each year of service for hourly employees.

In Canada, certain non-union hourly employees of the Company are covered by a plan which provides a fixed benefit per month for each year of service.

In the US, the Company provides group health care benefits to certain ~~retirees.~~eligible retired employees. In Canada, the Company provides group health care, dental and life insurance benefits for certain eligible retired employees.

All defined benefit plans described above are closed to new entrants.

Supplementary executive retirement plans

The Company has Supplementary Executive Retirement Plans (“SERPs”) to provide supplemental pension benefits to certain current and former key executives. The SERPs are not funded and provide for an annual pension benefit, from retirement or termination date, in amounts ranging from $0.2 million to $0.6 million, annually.

Other long-term employee benefit plans

In the US, the Company provides a deferred compensation plan to certain employees. Earnings and losses on the deferral and amounts due to the participants are payable based on participant elections. Assets are held in a Rabbi trust and are composed of corporate owned life insurance policies. Participant investment selections are used to direct the allocation of funds underlying the corporate owned life insurance policies. As of December 31, ~~2019,~~2021 and 2020, the deferred compensation ~~plans~~plan assets totalled $8.3 million and ~~liabilities totalled $4.0~~$5.7 million, ~~($2.4 million as of December 31, 2018) and $4.0 million ($2.6 million as of December 31, 2018),~~ respectively, and are presented in other assets ~~and other liabilities, respectively,~~ in the consolidated balance sheets. As of December 31, 2021 and 2020, the deferred compensation plan liabilities totalled $8.3 million and $5.6 million, respectively, and are presented in the consolidated balance sheets under the captions accounts payable and accrued liabilities for amounts expected to settle in the next twelve months and other liabilities for amounts not expected to settle in the next twelve months.

Governance and oversight

The defined contribution and defined benefit pension plans sponsored by the Company are subject to the requirements of the Employee Retirement Income Security Act and related legislation in the US and the Canadian Income Tax Act and provincial legislation in Ontario and Nova Scotia. In addition, all actuarial computations related to defined benefit plans are based on actuarial assumptions and methods determined in accordance with the generally recognized and accepted actuarial principles and practices prescribed by the Actuarial Standards Board, the American Academy of Actuaries and the Canadian Institute of Actuaries.

Minimum funding requirements are computed based on methodologies and assumptions dictated by regulation in the US and Canada. The Company’s practice is to fund at least the statutory minimum required amount for each defined benefit plan’s plan year. However, ~~on September 12, 2018,~~ the Company ~~made an $11.3 million~~may make additional discretionary ~~contribution to its US defined benefit pension plans. These plans are near wholly funded on an accounting basis and~~contributions as a result, the Company expects to reduce future contribution requirements and certain plan administration expenses. During the year ended December 31, 2018, the Company recognized a net federal tax benefit of approximately $1.3 million primarily due to the discretionary contribution deducted on the 2017 tax return at the higher 2017 US corporate tax rate, partially offset by the reversal of the related deferred tax asset recorded using the lower US corporate tax rate provided under the TCJA. Refer to Note 5 for additional information on the TCJA.deemed necessary.

The Company’s ~~Investment~~Retirement Plans Committee, composed of ~~the Company’s Chief Financial Officer, Vice President of Human Resources, Vice President of Treasury, Corporate Controller~~management and ~~General Counsel,~~benefits personnel, makes investment decisions for the Company’s pension plans. The asset liability matching strategy of the pension plans and plan asset performance is reviewed at least semi-annually in terms of risk and return profiles with external investment management advisors, actuaries and plan trustees. The ~~Investment~~ Committee, together with external investment management advisors, actuaries and plan trustees, has established a target mix of equity, fixed income, and alternative securities based on funded status level and other variables of each defined benefit plan.

The assets of the funded or partially funded defined benefit pension plans are held separately from those of the Company in funds under the control of trustees.

Information Relating to the Various Benefit Plans

A reconciliation of the defined benefit obligations and plan assets is presented in the table below for the years ended:


	Pension plans		Other plans
	December 31, 2021	December 31, 2020	December 31, 2021	December 31, 2020
	$	$	$	$
Defined benefit obligations
Balance, beginning of year	100,209	91,148	3,018	2,907

Current service cost	1,177	1,132	64	62
Interest cost	2,230	2,701	65	80
Benefits paid	(4,561)	(4,456)	(210)	(78)
Actuarial losses (gains) from demographic assumptions	225	(666)	1	(4)
Actuarial (gains) losses from financial assumptions	(5,654)	9,561	(155)	105
Experience losses (gains)	1	282	(55)	(88)
Foreign exchange rate adjustment	(30)	507	(2)	34
Balance, end of year	93,597	100,209	2,726	3,018
Fair value of plan assets
Balance, beginning of year	86,425	79,003	—	—
Interest income	1,867	2,297	—	—
Return on plan assets (excluding amounts included in net interest expense)	(332)	8,494	—	—
Contributions by the employer	968	1,051	210	78
Benefits paid	(4,561)	(4,456)	(210)	(78)
Administration expenses	(275)	(379)	—	—
Foreign exchange rate adjustment	(37)	415	—	—
Balance, end of year	84,055	86,425	—	—
Funded status – deficit	9,542	13,784	2,726	3,018

Pension Plans Other plans
December 31,
2019 December 31,
2018 December 31,
2019 December 31,
2018
$ $ $ $
Defined benefit obligations
Balance, beginning of year 80,696
86,462
2,780
3,152
Current service cost 1,036
1,193
60
44
Interest cost 3,228
3,031
106
106
Benefits paid (5,476 ) (3,701 ) (70 ) (71 )
Actuarial (gains) losses from demographic assumptions (542 ) (163 ) 17
21
Actuarial losses (gains) from financial assumptions 10,924
(5,186 ) 209
(210 )
Experience losses (gains) 692
266
(273 ) (113 )
Foreign exchange rate adjustment 590
(1,206 ) 78
(149 )
Balance, end of year 91,148
80,696
2,907
2,780
Fair value of plan assets
Balance, beginning of year 68,578
60,316
—
—
Interest income 2,713
2,217
—
—
Return on plan assets (excluding amounts included in net interest expense) 11,789
(2,369 ) —
—
Contributions by the employer 1,261
13,805
—
—
Benefits paid (5,476 ) (3,701 ) —
—
Administration expenses (422 ) (611 ) —
—
Foreign exchange rate adjustment 560
(1,079 ) —
—
Balance, end of year 79,003
68,578
—
—
Funded status – deficit 12,145
12,118
2,907
2,780

The defined benefit obligations and fair value of plan assets broken down by geographical locations is as follows for the years ended:


	December 31, 2021
	US	Canada	Total
	$	$	$
Defined benefit obligations	76,206	20,117	96,323
Fair value of plan assets	(66,657)	(17,398)	(84,055)
Deficit in plans	9,549	2,719	12,268

	December 31, 2020
	US	Canada	Total
	$	$	$
Defined benefit obligations	81,883	21,344	103,227
Fair value of plan assets	(69,649)	(16,776)	(86,425)
Deficit in plans	12,234	4,568	16,802

December 31, 2019
US Canada Total
$ $ $
Defined benefit obligations 75,571
18,484
94,055
Fair value of plan assets (63,877 ) (15,126 ) (79,003 )
Deficit in plans 11,694
3,358
15,052

December 31, 2018
US Canada Total
$ $ $
Defined benefit obligations 68,411
15,065
83,476
Fair value of plan assets (56,186 ) (12,392 ) (68,578 )
Deficit in plans 12,225
2,673
14,898

The defined benefit obligations for pension plans broken down by funding status are as follows for the years ended:


	December 31, 2021	December 31, 2020
	$	$
Wholly unfunded	12,445	13,460
Wholly funded or partially funded	81,152	86,749
Total obligations	93,597	100,209

December 31,
2019 December 31,
2018
$ $
Wholly unfunded 12,187
10,567
Wholly funded or partially funded 78,961
70,129
Total obligations 91,148
80,696

A reconciliation of pension and other post-retirement benefits recognized in the consolidated balance sheets is as follows for the years ended:


	December 31, 2021	December 31, 2020
	$	$
Pension Plans
Present value of the defined benefit obligations	93,597	100,209
Fair value of the plan assets	84,055	86,425
Deficit in plans	9,542	13,784
Assets recognized in other assets	3,539	3,024
Liabilities recognized	13,081	16,808
Pension benefits recognized in balance sheets	9,542	13,784
Other plans
Present value of the defined benefit obligations and deficit in the plans	2,726	3,018
Liabilities recognized	2,726	3,018
Total plans
Total assets recognized in other assets	3,539	3,024
Total liabilities recognized	15,807	19,826
Total pension and other post-retirement benefits recognized in balance sheets	12,268	16,802

December 31,
2019 December 31,
2018
$ $
Pension Plans
Present value of the defined benefit obligations 91,148
80,696
Fair value of the plan assets 79,003
68,578
Deficit in plans 12,145
12,118
Assets recognized in Other assets 1,966
—
Liabilities recognized 14,111
12,118
Pension benefits recognized in balance sheets 12,145
12,118
Other plans
Present value of the defined benefit obligations and deficit in the plans 2,907
2,780
Liabilities recognized 2,907
2,780
Total plans
Total assets recognized in Other assets 1,966
—
Total liabilities recognized 17,018
14,898
Total pension and other post-retirement benefits recognized in balance sheets 15,052
14,898

The composition of plan assets based on the fair value was as follows for the years ended:


	December 31, 2019	December 31, 2018		December 31, 2021	December 31, 2020
	$	$		$	$
Asset category			Asset category
Cash	110	106	Cash	42	78
Equity instruments	13,753	10,682	Equity instruments	11,580	14,838
Fixed income instruments	65,140	57,790	Fixed income instruments	72,433	71,509
Total	79,003	68,578	Total	84,055	86,425

Approximately 100% of equity and fixed income instruments as of December 31, ~~2019~~2021 and ~~2018,~~2020, respectively, were held in mutual funds or pooled separate accounts valued at net asset value ("NAV") provided by the fund administrator. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. Units of participation in pooled separate accounts invested in mutual funds and common stock, are valued based on the NAV of the underlying investments held in the pooled separate accounts at year-end. None of the benefit plan assets were invested in any of the Company’s own equity or financial instruments or in any property or other asset that was used by the Company.

The following tables present the defined benefit expenses recognized in consolidated earnings for each of the years in the three-year period ended December 31, ~~2019:~~2021:


	Pension plans			Other plans
	2021	2020	2019	2021	2020	2019
	$	$	$	$	$	$
Current service cost	1,177	1,132	1,036	64	62	60
Administration expenses	275	379	422	—	—	—
Net interest expense	363	404	515	65	80	106
Net costs recognized in the statement of consolidated earnings	1,815	1,915	1,973	129	142	166

Pension Plans Other plans
2019 2018 2017 2019 2018 2017
$ $ $ $ $ $
Current service cost 1,036
1,193
1,076
60
44
46
Administration expenses 422
611
507
—
—
—
Net interest expense 515
814
1,071
106
106
111
Net costs recognized in the statement of consolidated earnings 1,973
2,618
2,654
166
150
157


	Total Plans				Total plans
	2019	2018	2017		2021	2020	2019
	$	$	$		$	$	$
Current service cost	1,096	1,237	1,122	Current service cost	1,241	1,194	1,096
Administration expenses	422	611	507	Administration expenses	275	379	422
Net interest expense	621	920	1,182	Net interest expense	428	484	621
Net costs recognized in the statement of consolidated earnings	2,139	2,768	2,811	Net costs recognized in the statement of consolidated earnings	1,944	2,057	2,139

The table below presents the defined benefit liability or asset remeasurement recognized in OCI for each of the years in the three-year period ended December 31, ~~2019:~~2021:


														Pension plans			Other plans
	Pension Plans						Other plans							2021	2020	2019	2021	2020	2019
	2019		2018		2017		2019		2018		2017			$	$	$	$	$	$
	$		$		$		$		$		$
Actuarial gains (losses) from demographic assumptions	542		163		1,052		(17	)	(21	)	565
Actuarial (losses) gains from financial assumptions	(10,924	)	5,186		(3,989	)	(209	)	210		(133	)
Actuarial (losses) gains from demographic assumptions													Actuarial (losses) gains from demographic assumptions	(225)	666	542	(1)	4	(17)
Actuarial gains (losses) from financial assumptions													Actuarial gains (losses) from financial assumptions	5,654	(9,561)	(10,924)	155	(105)	(209)
Experience (losses) gains	(692	)	(266	)	(2,077	)	273		113		(707	)	Experience (losses) gains	(1)	(282)	(692)	55	88	273
Return on plan assets (excluding amounts included in net interest expense)	11,789		(2,369	)	5,591		—		—		—		Return on plan assets (excluding amounts included in net interest expense)	(332)	8,494	11,789	—	—	—
Total amounts recognized in OCI	715		2,714		577		47		302		(275	)	Total amounts recognized in OCI	5,096	(683)	715	209	(13)	47

The Company currently expects to contribute a total of ~~$1.2~~$1.0 million to its defined benefit pension plans and $0.2 million to its health and welfare plans in ~~2020.~~2022.

The weighted average duration of the defined benefit obligations as of December 31, ~~2019~~2021 and ~~2018~~2020 is 12 years for US plans and 1817 years for Canadian plans, for both periods.

The significant weighted average assumptions which were used to measure defined benefit obligations are as follows for the years ended:


	US plans				Canadian plans
	December 31, 2021		December 31, 2020		December 31, 2021		December 31, 2020
Discount rate
Pension plans (end of the year) (1)	2.58	%	2.15	%	3.00	%	2.55	%
Pension plans (current service cost) (2)	2.34	%	3.10	%	2.60	%	3.20	%
Other plans (end of the year) (1)	2.17	%	1.65	%	3.00	%	2.55	%
Other plans (current service cost) (2)	1.99	%	2.82	%	2.60	%	3.20	%
Life expectancy at age 65 (in years) (3)
Current pensioner - Male	20		19		22		22
Current pensioner - Female	22		21		25		25
Current member aged 45 - Male	21		21		24		23
Current member aged 45 - Female	23		23		26		26

US plans Canadian plans
12/31/2019 12/31/2018 12/31/2019 12/31/2018
Discount rate
Pension plans (End of the Year)⁽¹⁾
2.98 % 4.05 % 3.15 % 3.95 %
Pension plans (Current Service Cost) ⁽²⁾
4.13 % 3.69 % 4.10 % 3.55 %
Other plans (End of the Year) ⁽¹⁾
2.60 % 3.71 % 3.15 % 3.95 %
Other plans (Current Service Cost) ⁽²⁾
3.91 % 4.17 % 4.10 % 3.55 %
Life expectancy at age 65 (in years) ⁽³⁾

Current pensioner - Male 20
20
22
22
Current pensioner - Female 22
22
25
25
Current member aged 45 - Male 21
22
23
23
Current member aged 45 - Female 23
24
26
26
(1)Represents the discount rate used to calculate the accrued benefit obligation at the end of the year and applied to other components such as interest cost in the following year.


⁽¹⁾	~~Represents the discount rate used to calculate the accrued benefit obligation at the end of the year and applied to other components such as interest cost in the following year.~~


⁽²⁾	~~Represents the discount rate used to calculate annual service cost.~~


⁽³⁾	~~Utilizes mortality tables issued by the Society of Actuaries and the Canadian Institute of Actuaries.~~

(2)Represents the discount rate used to calculate annual service cost.

(3)Utilizes mortality tables issued by the Society of Actuaries and the Canadian Institute of Actuaries.

Significant actuarial assumptions for defined benefit obligation measurement purposes are the discount rate and mortality rate. The sensitivity analysis below has been determined based on reasonably possible changes in the assumptions, in isolation from one another, occurring at the end of the reporting period. This analysis may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in the assumptions would occur in isolation from one another as some of the assumptions may be correlated. An increase or decrease of 1% in the discount rate or an increase or decrease of one year in mortality rate would result in the following increase (decrease) in the defined benefit obligations:


	December 31, 2021	December 31, 2020
	$	$
Discount rate
Increase of 1%	(11,388)	(12,590)
Decrease of 1%	14,058	15,637
Mortality rate
Life expectancy increased by one year	3,229	3,491
Life expectancy decreased by one year	(3,313)	(3,588)

12/31/2019 12/31/2018
$ $
Discount rate
Increase of 1% (11,157 ) (9,539 )
Decrease of 1% 13,812
11,729
Mortality rate
Life expectancy increased by one year 2,891
2,263
Life expectancy decreased by one year (3,155 ) (2,392 )

21- SUPPLEMENTAL DISCLOSURES BY GEOGRAPHIC LOCATION AND PRODUCT LINE

The following table presents geographic information about revenue attributed to countries based on the location of external customers for each of the years in the three-year period ended December 31, ~~2019:~~2021:


	2021	2020	2019
	$	$	$
Revenue
Canada	151,949	119,287	104,842
Germany	37,615	25,387	26,082
United States	1,206,868	966,729	923,239
Other	135,037	101,625	104,356
Total revenue	1,531,469	1,213,028	1,158,519

2019 2018 2017
$ $ $
Revenue
Canada 104,842
96,434
78,325
Germany 26,082
24,361
18,248
United States 923,239
834,989
714,330
Other 104,356
97,235
87,223
Total revenue 1,158,519
1,053,019
898,126

The following table presents geographic information about long-lived assets by country based on the location of the assets for the years ended:


	December 31, 2019	December 31, 2018		December 31, 2021	December 31, 2020
	$	$		$	$
Property, plant and equipment			Property, plant and equipment
Canada	36,855	33,383	Canada	31,473	34,984
India	57,857	53,057	India	58,301	54,518
Portugal	23,880	19,175	Portugal	27,398	24,720
United Kingdom			United Kingdom	11,801	—
United States	296,719	271,461	United States	329,682	300,950
Other			Other	701	42
Total property, plant and equipment	415,311	377,076	Total property, plant and equipment	459,356	415,214
Goodwill			Goodwill
Canada	12,032	11,520	Canada	12,289	12,309
Germany			Germany	8,629	—
Hong Kong			Hong Kong	10,781	—
India	27,606	28,155	India	26,455	26,905
United States	68,039	68,039	United States	93,680	93,680
Total goodwill	107,677	107,714	Total goodwill	151,834	132,894
Intangible assets			Intangible assets
Canada	13,595	19,622	Canada	15,326	13,167
Hong Kong			Hong Kong	21,128	—
India	15,530	18,712	India	9,482	12,389
Portugal	1	18

United Kingdom			United Kingdom	790	—
United States	85,923	84,037	United States	91,999	98,718
Total intangible assets	115,049	122,389	Total intangible assets	138,725	124,274
Other assets			Other assets
Canada	205	539	Canada	149	165
India	22	71	India	312	192
Portugal	33	49	Portugal	33	34
United States	10,258	8,927	United States	16,055	12,919
Total other assets	10,518	9,586	Total other assets	16,549	13,310

The following table presents revenue information based on revenues for the following product categories ~~and their complementary packaging systems~~ for each of the years in the three-year period ended December 31, ~~2019:~~2021:


	2021	2020	2019
	$	$	$
Revenue
Tape	799,576	658,911	632,950
Film	250,181	181,180	184,398
Engineered coated products	206,315	159,933	162,955
Protective packaging	188,902	152,710	135,605
Packaging machinery	81,087	54,870	33,621
Other	5,408	5,424	8,990
	1,531,469	1,213,028	1,158,519

2019 2018 2017
$ $ $
Revenue
Tape 666,571
672,856
606,302
Film 184,398
184,743
165,597
Engineered coated products 162,955
126,973
115,538
Protective packaging 135,605

57,070

1,375
Other 8,990
11,377
9,314
1,158,519
1,053,019
898,126

22 -RELATED PARTY TRANSACTIONS

The Company’s key personnel include all non-executive directors on the Board (10 in 2021 and 2020 and 8 in 2019) and senior executive level members of ~~the Board of Directors~~management (8 in 2021 and ~~five members of senior management~~2020 and 6 in ~~2019, 2018 and 2017.~~2019). Key personnel remuneration includes the following expenses for each of the years in the three-year period ended December 31, ~~2019:~~2021:


	2021	2020	2019
	$	$	$
Short-term benefits including employee salaries and bonuses and director retainer and committee fees	7,655	8,845	6,124
Post-employment and other long-term benefits	703	593	604
Share-based compensation expense	11,292	12,894	1,152
Total remuneration	19,650	22,332	7,880

2019 2018 2017
$ $ $
Short-term benefits including employee salaries and bonuses and director retainer and committee fees 5,541
4,591
4,099
Post-employment and other long-term benefits 317
289
295
Share-based compensation expense ⁽¹⁾
1,065
1,016
1,619
Total remuneration 6,923
5,896
6,013


⁽¹⁾	~~The table above does not include amounts recognized in deficit for share-based compensation arising as a result of the amendments to the DSU and PSU plans.~~

23 -COMMITMENTS

Commitments Under Service Contracts

~~The Company entered into a~~ ten-year electricity service contract for ~~one~~1 of its manufacturing facilities on November 12, 2013. The service date of the contract commenced in August 2014. The Company is committed to monthly minimum usage requirements over the term of the contract. The Company was provided installation at no cost and is receiving economic development incentive credits and maintenance of the required energy infrastructure at the manufacturing facility as part of the contract. The credits are expected to reduce the overall cost of electricity consumed by the facility over the term of the contract. Effective August 1, 2015, the Company entered into an amendment lowering the minimum usage requirements over the term of the contract. In addition, a new monthly facility charge has been incurred by the Company over the term of the contract. The Company estimates that service billings will total approximately $1.7 million annually ~~in 2020 through~~for 2022 and 2023 and $1$1.0 million ~~as the total billings expected over the remainder of~~in 2024, when the contract ~~up to 2024.~~expires. Certain penalty clauses exist within the electricity service contract related to early cancellation after the service date of the contract. The costs related to early cancellation penalties include termination fees based on anticipated service billings over the term of the contract and capital expense recovery charges. While the Company does not expect to cancel the contract prior to the end of its term, the penalties that would apply to early cancellation could total as much as ~~$3.1~~$1.9 million as of December 31, ~~2019.~~2021. This amount is expected to decline annually until the expiration of the contract assuming there are insignificant fluctuations in kilowatt hour peak demand.

Commitments to Suppliers



Title of each class	Trading Symbol	Name of each exchange on which registered
Common Shares, without nominal or par value	ITP	Toronto Stock Exchange
Common Shares, without nominal or par value	ITPOF	OTC Pink Marketplace


ITEM 9:	THE OFFER AND LISTING.................................................................................................................	~~105~~116

A.	OFFER AND LISTING DETAILS.................................................................................................	~~105~~116

B.	PLAN OF DISTRIBUTION............................................................................................................	~~105~~116

C.	MARKETS......................................................................................................................................	~~105~~116

D.	SELLING SHAREHOLDERS........................................................................................................	~~105~~116

E.	DILUTION.....................................................................................................................................	~~105~~116

F.	EXPENSES OF THE ISSUE..........................................................................................................	~~106~~116

ITEM 10:	ADDITIONAL INFORMATION...........................................................................................................	~~106~~117

A.	SHARE CAPITAL..........................................................................................................................	~~106~~117

B.	MEMORANDUM AND ARTICLES OF ~~ASSOCIATION.............................................................~~ASSOCIATION............................................................	~~106~~117

C.	MATERIAL CONTRACTS............................................................................................................	~~107~~118

D.	EXCHANGE CONTROLS.............................................................................................................	~~109~~121

E.	TAXATION.....................................................................................................................................	~~111~~122

F.	DIVIDENDS AND PAYING ~~AGENTS..........................................................................................~~AGENTS.........................................................................................	~~114~~126

G.	STATEMENT BY ~~EXPERTS..........................................................................................................~~EXPERTS.........................................................................................................	~~114~~126

H.	DOCUMENTS ON DISPLAY........................................................................................................	~~114~~126

I.	SUBSIDIARY ~~INFORMATION.....................................................................................................~~INFORMATION....................................................................................................	~~114~~126

ITEM 11:	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET ~~RISK........................~~RISK.......................	~~114~~126

ITEM 12:	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.......................................	~~114~~126

PART II.................................................................................................................................................................................		~~114~~126

ITEM 13:	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.................................................	~~114~~126

ITEM 14:	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS............................................................................................................................................	~~115~~127

ITEM 15:	CONTROLS AND PROCEDURES.......................................................................................................	~~115~~127

ITEM 16:	[RESERVED].........................................................................................................................................	~~115~~128

ITEM 16A:	AUDIT COMMITTEE FINANCIAL EXPERT.....................................................................................	~~116~~128

ITEM 16B:	CODE OF ETHICS................................................................................................................................	~~116~~128

ITEM 16C:	PRINCIPAL ACCOUNTANT FEES AND ~~SERVICES.........................................................................~~SERVICES........................................................................	~~116~~128

ITEM 16D:	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEE..........................	~~117~~129

ITEM 16E:	PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED ~~PURCHASERS....~~PURCHASERS...	~~117~~129

ITEM 16F:	CHANGE IN REGISTRANT’S CERTIFYING ~~ACCOUNTANT.........................................................~~ACCOUNTANT........................................................	~~117~~129

ITEM 16G:	CORPORATE GOVERNANCE............................................................................................................	~~117~~129

ITEM 16H:	MINE SAFETY DISCLOSURE............................................................................................................	~~117~~129

PART III................................................................................................................................................................................		~~117~~129

ITEM 17:	FINANCIAL ~~STATEMENTS.................................................................................................................~~STATEMENTS................................................................................................................	~~117~~129

ITEM 18:	FINANCIAL ~~STATEMENTS.................................................................................................................~~STATEMENTS................................................................................................................	~~117~~129

ITEM 19:	EXHIBITS..............................................................................................................................................	~~117~~130

A.	Consolidated Financial Statements.........................................................................................................	~~117~~130

B.	Exhibits:..................................................................................................................................................	~~119~~130


o	~~REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934~~


x	~~ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~


o	~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~


o	~~SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~


						Page
			Page
PART I...................................................................................................................................................................................			7
PART I.................................................................................................................................................................................				PART I.................................................................................................................................................................................		7

ITEM 1:	ITEM 1:	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS....................................	7	ITEM 1:	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS....................................	7

ITEM 2:	ITEM 2:	OFFER STATISTICS AND EXPECTED TIMETABLE.......................................................................	7	ITEM 2:	OFFER STATISTICS AND EXPECTED TIMETABLE......................................................................	7

ITEM 3:	ITEM 3:	KEY INFORMATION............................................................................................................................	7	ITEM 3:	KEY INFORMATION...........................................................................................................................	7

A.	A.	SELECTED FINANCIAL DATA...................................................................................................	7	A.	SELECTED FINANCIAL DATA...................................................................................................	7

B.	B.	CAPITALIZATION AND INDEBTEDNESS................................................................................	8	B.	CAPITALIZATION AND INDEBTEDNESS................................................................................	7

C.	C.	REASONS FOR THE OFFER AND USE OF PROCEEDS..........................................................	8	C.	REASONS FOR THE OFFER AND USE OF PROCEEDS..........................................................	7

D.	D.	RISK FACTORS.............................................................................................................................	8	D.	RISK FACTORS.............................................................................................................................	7

ITEM 4:	ITEM 4:	INFORMATION ON THE COMPANY ................................................................................................	19	ITEM 4:	INFORMATION ON THE COMPANY ...............................................................................................	20

A.	A.	HISTORY AND DEVELOPMENT OF THE COMPANY.............................................................	20	A.	HISTORY AND DEVELOPMENT OF THE COMPANY............................................................	21

B.	B.	BUSINESS OVERVIEW.................................................................................................................	23	B.	BUSINESS OVERVIEW................................................................................................................	26

(1	)	Products, Markets and Distribution.................................................................................................	27
(2	)	Customers and Sales........................................................................................................................	35
(3	)	Seasonality of the Company’s Main Business.................................................................................	35
(4	)	Equipment and Raw Materials........................................................................................................	36
(5	)	Marketing Channels.........................................................................................................................	37
(6	)	Trademarks and Patents...................................................................................................................	37
(7	)	Competition.....................................................................................................................................	37
(8	)	Environmental Initiatives and Regulation.......................................................................................	38
(1)				(1)	Products, Markets and Distribution.................................................................................................	26
(2)				(2)	Customers and Sales........................................................................................................................	35
(3)				(3)	Seasonality of the Company’s Main Business.................................................................................	36
(4)				(4)	Equipment and Raw Materials........................................................................................................	36
(5)				(5)	Marketing Channels.........................................................................................................................	37
(6)				(6)	Trademarks and Patents...................................................................................................................	37
(7)				(7)	Competition.....................................................................................................................................	38
(8)				(8)	Environmental Initiatives and Regulation.......................................................................................	38
(9)				(9)	Human Capital.................................................................................................................................	42

C.	C.	ORGANIZATIONAL STRUCTURE..............................................................................................	40	C.	ORGANIZATIONAL STRUCTURE.............................................................................................	44

D.	D.	PROPERTY, PLANTS AND EQUIPMENT...................................................................................	41	D.	PROPERTY, PLANTS AND EQUIPMENT..................................................................................	45

ITEM 4A:	ITEM 4A:	UNRESOLVED STAFF COMMENTS	43	ITEM 4A:	UNRESOLVED STAFF COMMENTS.................................................................................................	47
ITEM 5:	ITEM 5:	OPERATING AND FINANCIAL REVIEW AND PROSPECTS (MANAGEMENT’S DISCUSSION & ANALYSIS)...............................................................................................................	43	ITEM 5:	OPERATING AND FINANCIAL REVIEW AND PROSPECTS (MANAGEMENT’S DISCUSSION & ANALYSIS)...............................................................................................................	47

ITEM 6:	ITEM 6:	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES..........................................................	79	ITEM 6:	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES..........................................................	84

A.	A.	DIRECTORS AND SENIOR MANAGEMENT............................................................................	79	A.	DIRECTORS AND SENIOR MANAGEMENT............................................................................	84

B.	B.	COMPENSATION.........................................................................................................................	81	B.	COMPENSATION.........................................................................................................................	87

C.	C.	BOARD PRACTICES.....................................................................................................................	99	C.	BOARD PRACTICES.....................................................................................................................	109

D.	D.	EMPLOYEES.................................................................................................................................	100	D.	EMPLOYEES.................................................................................................................................	111

E.	E.	SHARE OWNERSHIP....................................................................................................................	101	E.	SHARE OWNERSHIP....................................................................................................................	112

ITEM 7:	ITEM 7:	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.........................................	102	ITEM 7:	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS........................................	113

A.	A.	MAJOR SHAREHOLDERS...........................................................................................................	102	A.	MAJOR SHAREHOLDERS...........................................................................................................	113

B.	B.	RELATED PARTY TRANSACTIONS...........................................................................................	103	B.	RELATED PARTY TRANSACTIONS..........................................................................................	113

C.	C.	INTERESTS OF EXPERTS AND COUNSEL...............................................................................	103	C.	INTERESTS OF EXPERTS AND COUNSEL...............................................................................	114

ITEM 8:	ITEM 8:	FINANCIAL INFORMATION..............................................................................................................	103	ITEM 8:	FINANCIAL INFORMATION..............................................................................................................	114

A.	A.	CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION......................	103	A.	CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION....................	114

B.		SIGNIFICANT CHANGES............................................................................................................	105


~~Item 1:~~	~~Identity of Directors, Senior Management and Advisers~~


⁽¹⁾ (1)Represents average daily volume sourced from the Toronto Stock Exchange. 49	~~Represents average daily volume sourced from the Toronto Stock Exchange.~~


	1st Quarter						2nd Quarter
	2021		2020		2019		2021		2020		2019
	$		$		$		$		$		$
Revenue	345,566		278,212		277,823		376,686		267,710		295,609
Cost of sales	263,016		219,105		220,027		287,402		210,623		230,915
Gross profit	82,550		59,107		57,796		89,284		57,087		64,694
Gross margin	23.9	%	21.2	%	20.8	%	23.7	%	21.3	%	21.9	%
Selling, general and administrative expenses	46,743		30,907		32,683		44,075		34,534		36,433
Research expenses	3,048		3,333		3,168		2,910		2,546		3,023
	49,791		34,240		35,851		46,985		37,080		39,456
Operating profit before manufacturing facility closures, restructuring and other related charges	32,759		24,867		21,945		42,299		20,007		25,238
Manufacturing facility closures, restructuring and other related charges	—		651		304		—		3,211		3,875
Operating profit	32,759		24,216		21,641		42,299		16,796		21,363
Finance costs (income)
Interest	5,368		7,798		7,693		10,070		7,513		8,565
Other expense (income), net	1,342		(1,132)		(655)		11,951		(9,590)		798
	6,710		6,666		7,038		22,021		(2,077)		9,363
Earnings before income tax expense	26,049		17,550		14,603		20,278		18,873		12,000
Income tax expense (benefit)
Current	2,184		2,355		1,175		6,039		3,996		5,977
Deferred	4,076		881		2,896		(484)		296		(439)
	6,260		3,236		4,071		5,555		4,292		5,538
Net earnings	19,789		14,314		10,532		14,723		14,581		6,462
Net earnings (loss) attributable to:
Company shareholders	19,052		14,376		10,491		14,338		14,479		6,566
Non-controlling interests	737		(62)		41		385		102		(104)
	19,789		14,314		10,532		14,723		14,581		6,462
IPG Net Earnings per share
Basic	0.32		0.24		0.18		0.24		0.25		0.11
Diluted	0.32		0.24		0.18		0.24		0.25		0.11
Weighted average number of common shares outstanding
Basic	59,027,047		59,009,685		58,652,366		59,027,230		59,009,685		58,760,473
Diluted	60,358,431		59,075,593		58,924,107		60,519,144		59,467,336		58,955,643



	2018
Common shares repurchased	217,100
Average price per common share including commissions	CDN$	16.02
Total purchase price including commissions ⁽¹⁾	$	2.6


~~Item 2:~~	~~Offer Statistics and Expected Timetable~~



	Effective Date	Maturity	Notional amount	Settlement	Fixed interest rate paid
Qualifying cash flow hedges:			$		%
	June 8, 2017	June 20, 2022	40.0	Monthly	1.7900
	August 20, 2018	August 18, 2023	60.0	Monthly	2.0450



	2019	2018
	$	$
Gains/(losses) from change in value of hedging instrument used for calculating hedge ineffectiveness	11.2	(10.9	)
Gains/(losses) from hedging instrument recognized in OCI	10.3	(9.4	)
Gains/(losses) from hedge ineffectiveness recognized in earnings in finance costs (income) in other expense (income), net	0.9	(1.5	)
Foreign exchange gains recognized in CTA in the statement of changes in equity	0.0	0.0



	2019		2018
	$		$
(Loss)/gain from change in value of IPG (US) Holdings, Inc. used for calculating hedge ineffectiveness	(10.3	)	9.4



	December 31, 2019	December 31, 2018
	$	$
Debit (credit) balance included in foreign currency translation reserve in OCI	0.9	(9.4	)



	Annual Board and Committee Fees Earned $	Allocation of Annual Fees⁽¹⁾				Share-Based Awards
Name	Annual Board and Committee Fees Earned $	DSUs⁽²⁾ $	Cash $	Other $		DSUs⁽³⁾$
Robert M. Beil	75,000	—	75,000	—		95,000
Frank Di Tomaso	80,000	—	80,000	—		95,000
Dahra Granovsky	39,800	—	39,800	—		95,000
Robert J. Foster	77,500	35,000	42,500	—		95,000
James Pantelidis	134,000	—	134,000	—		95,000
Jorge N. Quintas	64,500	64,500	—	—		95,000
Mary Pat Salomone	72,500	—	72,500	—		95,000
Melbourne F. Yull	66,500	—	66,500	260,935	⁽⁴⁾	95,000



~~TSR Ranking Relative to the Peer Group~~	~~Percent of Target Shares Vested~~
~~First Quartile TSR ranking~~	~~150~~	%
~~Second Quartile TSR ranking~~	~~100~~	%
~~Third Quartile TSR ranking~~	50	%
~~Fourth Quartile TSR ranking~~	0	%



~~TSR Ranking Relative to the Peer Group~~	~~Percent of Target Shares Vested~~
~~Less than the 25th percentile~~	0	%
~~25th percentile~~	50	%
~~50th percentile~~	~~100~~	%
~~75th percentile or above~~	~~150~~	%



~~ROIC Performance~~	~~Percent of Target Shares Vested~~
~~1st Tier~~	0	%
~~2nd Tier~~	50	%
~~3rd Tier~~	~~100~~	%
~~4th Tier~~	~~150~~	%


⁽¹⁾	The base value (or grant date fair value) of a PSU is based 50% on the VWAP of the common shares of the Company on the TSX for the five trading days preceding the grant date (CDN$ 18.31, USD$ 13.74) and 50% on an estimated value derived using the Monte Carlo simulation model implemented in a risk-neutral framework considering the following assumptions:



PSU Grant Date						March ~~21, 2019~~22, 2021
Grant recipient						All
Performance period starting price						CDN$~~16.36~~24.20
Valuation date stock price						CDN$~~18.06~~29.27
Estimated dividend yield						0%
US risk-free interest rate						~~2.36%~~0.28%
Canadian risk-free interest rate						~~1.6%~~0.46%
Estimated volatility						~~25%~~45%
Term						3 years
Result						CDN$~~19.79~~42.81
						(USD$~~14.82)~~34.17)


⁽¹⁾	The final number of PSUs that vest will range from 0% to 175% of the initial number awarded based on predetermined performance criteria. Based on the Company’s performance as of December 31, 2019, the number of PSUs earned if all of the outstanding awards were to be settled at December 31, 2019, would be as follows:


⁽¹⁾	~~The grant date fair value of a RSU is based on the VWAP of the common shares of the Company on the TSX for the five trading days preceding the grant date, March 21, 2019 (CDN$ 18.31, USD$ 13.74).~~



Name	Number of RSUs at fiscal year-end	Value of RSUs at fiscal year-end ⁽¹⁾
Gregory A.C. Yull	62,055	786,237
Jeffrey Crystal	14,256	180,624
Douglas Nalette	7,547	95,620
Shawn Nelson	7,547	95,620
Joseph Tocci	7,547	95,620


⁽¹⁾	~~The fair value of the RSUs is based on the five-day VWAP of the common shares of the Company on the TSX on December 31, 2019 (CDN$ 16.63, USD$ 12.67).~~


Name	Number of vested DSUs outstanding at fiscal year-end	Value of vested DSUs outstanding ⁽¹⁾	Name	Number of vested DSUs outstanding at fiscal year-end(1)	Value of vested DSUs outstanding (2)	Number of unvested DSUs outstanding at fiscal year-end(1)	Value of unvested DSUs outstanding (2)
Robert M. Beil	35,411	448,657	Robert M. Beil	51,921	1,049,323	1,711	34,579
Chris R. Cawston			Chris R. Cawston	10,477	211,740	1,711	34,579
Jane Craighead			Jane Craighead	10,686	215,964	1,711	34,579
Frank Di Tomaso	29,231	370,357	Frank Di Tomaso	45,147	912,421	1,711	34,579
Robert J. Foster			Robert J. Foster	74,399	1,503,604	1,711	34,579
Dahra Granovsky	6,997	88,652	Dahra Granovsky	22,605	456,847	1,711	34,579
Robert J. Foster	55,924	708,557
James Pantelidis	29,261	370,737	James Pantelidis	45,181	913,108	1,711	34,579
Jorge N. Quintas	53,074	672,448	Jorge N. Quintas	81,161	1,640,264	1,711	34,579
Mary Pat Salomone	24,282	307,653	Mary Pat Salomone	39,725	802,842	1,711	34,579
Melbourne F. Yull	37,247	471,919	Melbourne F. Yull	55,683	1,125,353	1,711	34,579


⁽¹⁾ (2) The value of DSUs is based on the five-day VWAP of the common shares of the Company on the TSX on December 31, 2021 (CDN$ 25.90, USD$ 20.21). Actual value upon the settlement of awards will depend on the value of the common shares of the Company on the TSX on the date of settlement.	~~The value of vested DSUs is based on the five-day VWAP of the common shares of the Company on the TSX on December 31, 2019 (CDN$ 16.63, USD$ 12.67).~~


⁽¹⁾	~~The grant date fair value of awards is estimated at the date of the grant using the Black-Scholes option pricing model with the following assumptions:~~


⁽¹⁾	~~The value of unexercised “in-the-money” options is calculated using the closing price of the common shares of the Company on the TSX on~~	Three-year performance period ended December 31, ~~2019 (CDN$ 16.62) less the respective exercise prices of the options.~~
		2020
		$
Net earnings		161.3
Interest and other finance costs		79.1
Income tax expense		45.2
Adjustments		34.0
Less taxes		(65.9)
NOPAT		253.8



Name						Company Contributions $
Gregory A.C. Yull						~~15,400~~15,950
Jeffrey Crystal						~~15,400~~15,950
~~Douglas Nalette~~Randi M. Booth						~~15,400~~15,950
~~Shawn Nelson~~Douglas Nalette						~~15,400~~15,950
~~Joseph Tocci~~Shawn Nelson						~~15,400~~15,950



		Severance	RSUs⁽¹⁾	PSUs⁽¹⁾	Other Payments⁽²⁾	Total
Name	Event	$	$	$	$	$
Gregory A.C. Yull	Termination other than for cause or Resignation for good reason	3,018,595	—	—	52,683	3,071,278
	Termination other than for cause or resignation for good reason within 24 months from a Change of Control ⁽³⁾	4,527,893	833,842	2,975,877	88,289	8,425,901
	Retirement	—	—	—	—	—
	Permanent disability	—	833,842	2,975,877	—	3,809,719
	Death	—	833,842	2,975,877	—	3,809,719
Jeffrey Crystal	Termination other than for cause	1,078,955	—	—	33,472	1,112,427
	Termination other than for cause or resignation for good reason within 6 months from a Change of Control ⁽³⁾	1,438,607	191,560	699,624	44,629	2,374,420
	Retirement	—	—	—	—	—
	Permanent disability	—	191,560	699,624	—	891,184
	Death	—	191,560	699,624	—	891,184
Douglas Nalette	Termination other than for cause	—	—	—	—	—
	Termination other than for cause or resignation for good reason within 6 months from a Change of Control ⁽³⁾	392,125	101,410	371,637	17,268	882,440
	Retirement	—	47,185	263,174	—	310,359
	Permanent disability	—	101,410	371,637	—	473,047
	Death	—	101,410	371,637	—	473,047
Shawn Nelson	Termination other than for cause	—	—	—	—	—
	Termination other than for cause or resignation for good reason within 6 months from a Change of Control ⁽³⁾	364,186	101,410	371,637	25,774	863,007
	Retirement	—	—	—	—	—
	Permanent disability	—	101,410	371,637	—	473,047
	Death	—	101,410	371,637	—	473,047
Joseph Tocci	Termination other than for cause	—	—	—	—	—
	Termination other than for cause or resignation for good reason within 6 months from a Change of Control ⁽³⁾	348,186	101,410	358,982	25,134	833,712
	Retirement	—	—	—	—	—
	Permanent disability	—	101,410	358,982	—	460,392
	Death	—	101,410	358,982	—	460,392

Year Ended
December 31, 2019

Total Project Expenditures Since Inception

Capstone Greenfield Project ^{(1) (2)}

Powerband Investment Project ⁽¹⁾