~~Burgess H. Hildreth,~~Jeffrey Crystal, (941) ~~739-7500, bhildret@itape.com, 3647 Cortez Road West, Bradenton,~~739-7522, jcrystal@itape.com, 100 Paramount Drive, Suite 300, Sarasota, Florida ~~34219~~34232

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.As of December 31, ~~2012,~~2015, there were ~~59,625,039~~58,667,535 common shares ~~outstanding~~outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨x Yes x¨ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ¨ Yes x No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ¨ Item 17 ¨ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ¨ Yes ¨ No

Index to Financial Statements

Certain statements and information included in this annual report on Form 20-F 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 annual report on Form 20-F, including statements regarding economic conditions, the Company’s outlook, plans, prospects, products, financial position, future sales and financial results, availability of credit, level of indebtedness, payment of dividends, fluctuations in raw material costs, competition, capital and other significant expenditures, manufacturing facility closures and other restructurings, liquidity, litigation and business strategies, may constitute forward-looking statements. These forward-looking statements are based on current beliefs, assumptions, expectations, estimates, forecasts and projections made by the management of Intertape Polymer Group Inc. (“Intertape,” “Intertape Polymer

Index to Financial Statements

Group,” or the “Company”). Words such as “may,” “will,” “should,” “expect,” “continue,” “intend,” “estimate,” “anticipate,” “plan,” “believe,” “future,” “likely,” 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 and the Company’s customers’ industries; changes in general economic, political, social, fiscal or other conditions in any of the countries where the Company operates; the Company’s customers’ industries and the general economy; the anticipated benefits from the Company’s manufacturing facility closures and other restructuring efforts; the quality, and market reception, of the Company’s products; the Company’s anticipated business strategies; risks and costs inherent in litigation; the Company’s ability to maintain and improve 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 Revolving Credit Facility; the Company’s ability to continue to control costs; movements in the prices of key inputs such as raw material, energy and labor; government policies, including those specifically regarding the manufacturing industry, such as industrial licensing, environmental regulations, safety regulations, import restrictions and duties, excise duties, sales taxes, and value added taxes; accidents and natural disasters; changes to accounting rules and standards; and other factors beyond our control. 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)” as well as statements located elsewhere in this annual report on Form 20-F 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 annual report on Form 20-F. The Company will not update these statements unless applicable securities laws require it to do so.

Index to Financial Statements

The selected financial data presented below for the ~~three~~five years ended December 31, ~~2012~~2015 is presented in US dollars and is derived from ~~Intertape Polymer Group Inc.’s (“Intertape”, “Intertape Polymer Group”, or~~ the ~~“Company”)~~Company’s consolidated financial statements in US dollars and prepared in accordance with International Financial Reporting Standards (“IFRS”). 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 required by the Canadian Accounting Standards Board, the Company adopted IFRS on January 1, 2011 and the Company’s financial information for 2010, with the exception of statements as of the transition date of January 1, 2010, has been restated to comply with IFRS. Information prior to the transition date has not been restated.2011.

Index to Financial Statements

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

Unfavorable changes in the global economy have affected and may affect the demand for the ~~Company’s products.~~products of the Company and its customers. Adverse economic conditions could also increase the likelihood of customer delinquencies. A prolonged period of economic decline would 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.

~~Fluctuations in the amount of available funds under the Company’s Asset Based Loan would restrict the Company’s available credit and could require unscheduled repayments.~~

The Company’s credit facility is an asset-backed loan. A reduction in the eligible assets and receivables included in the borrowing base or an increase in the required reserves will reduce the Company’s available credit under the Asset Based Loan (“ABL”). A decline in the borrowing base could also require an unscheduled repayment of funds already advanced in excess of the available credit amount.

~~The Company’s Asset Based Loan contains a financial covenant which if not met, will result in an event of default.~~

The Company’s ABL contains a fixed charge ratio which becomes effective only when unused availability under the borrowing base drops below $25 million. The Company’s failure to comply with this covenant could result in an event of default, which, if not cured or waived, could result in the Company being required to repay these borrowings before their scheduled due date. If the Company were unable to make this repayment or otherwise refinance these borrowings, the lenders under the ABL could elect to declare all amounts borrowed under the Company’s ABL, together with accrued interest, to be due and payable, which, in some instances, would be an event of default under the Indenture governing the Senior Subordinated Notes. In addition, these lenders could foreclose on the Company’s assets. If the Company were unable to refinance these borrowings on favourable terms, the Company’s results of operations and financial condition could be adversely impacted by increased costs and less favorable terms, including interest rates and covenants. Any future refinancing of the Company’s ABL is likely to contain similar or more restrictive covenants and financial tests.

~~The Company’s significant debt could adversely affect its financial condition and prevent it from fulfilling its obligations under its ABL or Senior Subordinated Notes.~~

The Company has a significant amount of indebtedness. As of December 31, 2012, the Company had outstanding debt of $151.3 million, which represented 50% of its total capitalization. Of such total debt, approximately $110.4 million, or all of the Company’s outstanding senior debt, was secured.

The Company’s significant indebtedness could adversely affect its financial condition and make it more difficult for the Company to satisfy its obligations with respect to the Senior Subordinated Notes, as well as its obligations under its ABL. The Company’s substantial 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 operations to payments on its indebtedness, thereby reducing the availability of the Company’s cash flows to fund working capital, capital expenditures, 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.

~~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 operations 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 operations 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 an 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.

Despite the Company’s level of indebtedness, it will 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 be able to incur substantial additional indebtedness in the future. Although the Indenture governing the Senior Subordinated Notes and the loan and security agreement governing the ABL each contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of 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 Company’s Senior Subordinated Notes and ABL contain covenants that limit its flexibility and prevents the Company from taking certain actions.~~

The Indenture governing the Company’s Senior Subordinated Notes and the loan and security agreement governing the Company’s ABL include a number of significant restrictive covenants. These covenants could adversely 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; 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 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.

~~The Company’s ABL includes other and more restrictive covenants, some of which can restrict the Company’s ability to prepay its other debt.~~

~~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.~~

In August 2012, the Board of Directors initiated the payment of a semi-annual cash dividend. 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, 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 ABL and Indenture restricts its ability to pay dividends if the Company does not maintain certain borrowing availability or if the Company is in default.

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

Historically, the Company has not always 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 and decreases.~~increases. These ~~fluctuations~~increases adversely affected the Company’s profitability. As a result of raw material cost ~~fluctuations,~~increases, the Company may ~~have to either hold~~increase prices ~~firm, which results~~(which could result in a reduced market ~~share,~~share) or ~~decrease~~may choose to keep prices ~~which compresses~~ the ~~Company’s gross margins.~~same (which could result in decreased margins). The Company’s profitability in the future may be adversely

affected due to continuing 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 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.

~~A downgrade of the Company’s credit ratings would have a negative impact on the Company’s ability to obtain credit and on the trading price of its common shares.~~

The Company’s Senior Subordinated Notes, as of March 11, 2013, are rated Caa1 by Moody Investor Services, Inc. and B- by Standard & Poor’s Financial Services, LLC. These ratings are considered below investment grade. In the event the Company’s credit ratings are downgraded, it would adversely affect the Company’s cost of borrowing, access to capital markets and trading price of its common shares. A significant downgrade could also adversely affect payment terms with the Company’s suppliers.

~~The failure to maintain effective internal control over financial reporting in accordance with applicable securities laws could cause the Company’s stock price to decline.~~

Section 404 of the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the Securities and Exchange Commission, as well as applicable Canadian securities laws 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. If the Company fails to maintain effective internal control over financial reporting, as such standards are modified, supplemented or amended from time to time, the Company may not be able to conclude that it has effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the Securities and Exchange Commission or applicable Canadian securities laws. The Chief Executive Officer and Chief Financial Officer concluded that the Company’s internal control over financial reporting was effective as of December 31, 2012. 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 cause the Company’s stock price to decline.

~~The Company’s pension and other post-retirement benefit plans are unfunded which could require Company contributions.~~

The Company’s pension and other post-retirement benefit plans currently have an unfunded deficit of $39.3 million as of December 31, 2012 as compared to $36.8 million at the end of 2011. For 2012 and 2011, the Company contributed $5.6 million and $4.3 million, respectively, to its 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. 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 operations.

The Company’s ability to achieve its growth objectives depends in part on the timing and market acceptance of its new products.

~~Intertape Polymer Group’s~~The Company’s business plan ~~involves~~includes the introduction of new 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 ~~quality.~~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.

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

The markets for ~~Intertape Polymer Group’s~~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 increase plant efficiencies and reduce manufacturing costs, 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 costs and~~labor) and/or less restrictive environmental and governmental regulations to comply with than the Company does. 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 occur as a result of changes in inventory levels and timing of purchases which may be triggered by price changes and incentive programs.

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.

~~Intertape Polymer Group~~The Company’s manufacturing plant 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 plant rationalization initiatives, manufacturing cost reduction programs and capital expenditure projects. Each may not be completed as planned and as a result, the costs and capital expenditures incurred by the Company may substantially exceed projections. This could potentially result in additional debt incurred by the Company or reduced production and elimination. In addition, the reduction of anticipated manufacturing cost savings may be less than expected or may not materialize at all.

Index to Financial Statements

The Company may make strategic acquisitions that could, among other goals, complement its existing products, expand its customer base and markets, improve distribution efficiencies and enhance its technological capabilities. Financial risks from these acquisitions include the use of the Company’s cash resources, paying a price that exceeds the future value realized from the acquisition, and incurring additional debt and liabilities (including potentially unknown liabilities). 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 markets in which the Company has no or limited prior experience, 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 which may challenge management and may adversely impact the realization of an increased contribution from said acquisitions. The failure to adequately 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. 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. 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.

The Company’s Revolving Credit Facility contains covenants that limit its flexibility and prevent the Company from taking certain actions.

The loan and security agreement governing the Company’s Revolving Credit Facility includes a number of significant restrictive covenants. These covenants could adversely 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 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.

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.

On August 12, 2015, the Board of Directors approved a change in the quarterly dividend policy by increasing the dividend from $0.12 to $0.13 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 Revolving Credit Facility restricts its ability to pay dividends if the Company does not maintain certain borrowing availability or if the Company is in default.

The Company’s significant debt could adversely affect its financial condition.

While the Company’s indebtedness has declined in recent years, it still has a significant amount of indebtedness. As of December 31, 2015, the Company had outstanding debt of $152.8 million, which represented 16.2% of its total capitalization. Of such total debt, approximately $152.8 million, or all of the Company’s outstanding senior debt, was secured.

Index to Financial Statements

The Company’s significant indebtedness could adversely affect its financial condition. The Company’s substantial 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.

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 an 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.

The Company will be able to incur substantial additional indebtedness in the future. Although the loan and security agreement governing the Revolving Credit Facility contains restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of 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 cause the Company’s stock price to decline.

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 Administrators 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. 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 cause the Company’s stock price to decline.

The Company’s pension and other post-retirement benefit plans are unfunded which could require Company contributions.

The Company’s pension and other post-retirement benefit plans currently have an unfunded deficit of $29.3 million as of December 31, 2015 as compared to $31.7 million at the end of 2014. For 2015 and 2014, the Company contributed $2.0 million and $2.3 million, respectively, to its 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 $1.5 million to satisfy its 2016 minimum funding requirement for its 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.

Index to Financial Statements

The Company is dependent on the proper functioning of information systems, some of which are owned and operated by third parties, 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, cyber security 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. Also, any theft or misuse of information resulting from a security breach 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. 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.

The Company has customers and operations located outside the United States and Canada. In ~~2012,~~2015, sales to customers located outside the United States and Canada represented approximately 8%7% 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 United States and Canada, potential adverse changes in tax regulations affecting tax rates and the way the United States and other countries tax multinational companies, the effective marketing of the Company’s products in other ~~countries;~~countries, tariffs and other trade ~~barriers;~~barriers, less favorable intellectual property laws, longer customer 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) and different regulatory schemes and political environments applicable to its operations in these areas, such as environmental and health and safety compliance.

In addition, the Company’s financial statements are reported in US dollars while a portion of its sales is made in other currencies, primarily the Canadian dollar and the Euro. ~~A portion of the Company’s debt is also denominated in currencies other than the US dollar.~~ 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.

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, ~~United States (Federal,~~US (federal, state and local) and Canadian ~~(Federal,~~(federal, provincial and local) environmental laws applicable to the Company include statutes and regulations intended to 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, as well as to prevent future soil and groundwater contamination; imposing 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; 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 ~~closely~~ 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.

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 may involve soil sampling and/or ~~ground water~~groundwater analysis. The assessments have not revealed any environmental liability other than, or in addition to, the $2.5 million liability accrued in provisions in the Company’s consolidated balance sheet, that, based on current information, the Company believes will have a material adverse effect

Index to Financial Statements

on it. Nevertheless, 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 that the Company is not aware of. In addition, ongoing ~~clean up~~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.

Except as described in Item 4B(8) below, the Company believes that all of its facilities are in material compliance with applicable environmental laws and regulations and that it has obtained, and is in material compliance with, all material permits required under environmental laws and regulations. Although certain of the Company’s facilities emit ~~toluene and other~~ pollutants into the air, these emissions are within current permitted limitations. The Company believes that these emissions from its US facilities will meet the applicable future federal Maximum Available Control Technology (“MACT”) requirements, although additional testing or modifications at the facilities may be required. The Company believes that the ultimate resolution of these matters should not have a material adverse effect on its financial condition or results of operations.limits.

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. If the Company 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 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.

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

~~Intertape Polymer Group~~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. Litigation may be necessary to enforce these rights, which could result in substantial costs to the Company and a substantial diversion of management attention. 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 that the Company’s products and operations may ~~be covered by~~infringe upon patents held by them. In addition, because patent applications can take many years to issue, ~~there may be applications now~~the Company might have products that infringe upon pending patents of which ~~the Company~~it is ~~unaware, which may later result in issued patents which the Company’s products may infringe.~~unaware. If any of the Company’s products infringe a valid patent, it could be prevented from selling them unless the Company ~~can obtain~~obtains a license or ~~redesign~~redesigns the products to avoid infringement. A license may not ~~always~~ be available or may require the Company to pay substantial royalties. The Company may not be successful in ~~any attempt~~attempts to redesign ~~any of~~ its products to avoid ~~any~~ infringement. Infringement or other intellectual property claims, regardless of merit or ultimate outcome, can be expensive and time-consuming ~~and can~~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 ~~Intertape Polymer Group’s~~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 plant 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. There can be no assurance, however, that work stoppages or other labor disturbances will not occur in the future. Such occurrences could adversely affect ~~Intertape Polymer Group’s~~the Company’s business, financial condition and/or results of operations.

Index to Financial Statements

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

~~Intertape Polymer Group,~~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. ~~Intertape Polymer Group~~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 ~~Intertape Polymer Group,~~the Company, or the imposition of a significant fine or penalty ~~as a result of~~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. As discussed further in Item 5. Operating and Financial Review and Prospects (Management’s Discussion & Analysis), the Company’s former Chief Financial Officer filed a lawsuit in the United States District Court for the Middle District of Florida on November 5, 2015 alleging certain violations by the Company related to the terms of his employment and his termination. While the Company is aggressively contesting the allegations and is not currently able to predict the probability of a favourable or unfavourable outcome, or the amount of any possible loss in the event of an unfavourable outcome, such an unfavourable outcome could adversely affect the Company’s business, financial condition and/or results of operations.

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

~~Intertape Polymer Group~~The Company maintains property, business interruption, general liability, ~~and business interruption insurance and~~ directors and ~~officers~~officer’s 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.

~~Intertape Polymer Group’s~~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 its own claims experience. Generally, the Company’s insurance policies must be renewed annually. ~~Intertape Polymer Group’s~~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.

Difficulties in product design, performance and reliability could result in lost sales, delays in customer acceptance of ~~Intertape Polymer Group’s~~the Company’s products, ~~and lawsuits and would~~customer complaints or lawsuits. Such difficulties could be detrimental to the Company’s market reputation. ~~Intertape Polymer Group’s~~The Company’s products and the products supplied by third parties on behalf of the Company ~~are~~may not ~~error free.~~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 to adequately address product defects, which could harm the Company’s business and prospects. In addition, product defects may expose ~~Intertape Polymer Group~~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 ~~Intertape Polymer Group’s~~the Company’s business, financial condition and/or results of operations.

~~Acquisitions could expose~~Because the Company ~~to significant business risks.~~

The Company may make strategic acquisitions that would complement its existing products, expand its customer base and markets, improve distribution efficiencies and enhance its technological capabilities. Financial risks from these acquisitions include the use of the Company’s cash resources and incurring additional debt and liabilities. Further, there are possible operational risks including difficulties in assimilating and integrating the operations, products, technology, information systems and personnel of acquired companies; the loss of key personnel of acquired entities; the entry into markets in which the Company has no or limited prior experience; and difficulties honoring commitments made to customers of the acquired companies prior to the acquisition. The failure to adequately address these risks could adversely affect the Company’s business.

~~The Company’s manufacturing plant rationalization initiatives may result in higher costs and less savings than anticipated.~~

The Company has implemented several manufacturing plant rationalization initiatives. Each initiative may not be completed as planned and as a result, the costs and capital expenditures incurred by the Company may substantially exceed projections. This could result in additional debt incurred by the Company, reduced production and the loss of anticipated manufacturing cost savings.

~~Because Intertape Polymer Group~~ is a Canadian company, it may be difficult to enforce rights under US bankruptcy laws.

~~Intertape Polymer Group~~The Company and certain of its subsidiaries are incorporated under the laws of Canada and a substantial amount of its assets are located outside of the United States. Under bankruptcy laws in the United States, courts typically assert jurisdiction over a debtor’s property, wherever located, including property situated in other countries. However, courts outside of the United States may not recognize the United States bankruptcy court’s jurisdiction over property located outside of the territorial limits of the United States. Accordingly, difficulties may arise in administering a United States bankruptcy case involving a Canadian debtor with property located outside of the United States, and any orders or judgments of a bankruptcy court in the United States may not be enforceable outside the territorial limits of the United States.

Index to Financial Statements

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

~~Intertape Polymer Group~~The Company and certain of its subsidiaries are incorporated under the laws of Canada. Certain of their directors ~~and executive officers~~ are residents of Canada and a portion of ~~their~~directors’ and executive officers’ assets ~~are~~may be located outside of the United States. 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 United States upon ~~Intertape Polymer Group,~~the Company, its Canadian subsidiaries, or its other foreign subsidiaries, or those directors and officers, or to realize against them upon judgments of courts of the United States predicated upon the civil liability provisions of US federal securities laws or securities or blue sky laws of any state within the United States. 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 assure 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 new 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 ~~Securities~~ Exchange Act of 1934, as ~~amended, as~~ a foreign private issuer, ~~limits~~limit the protections and information afforded investors.

~~Intertape Polymer Group~~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 United States companies with securities registered under the Exchange Act, including: the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission 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 ~~Intertape Polymer Group’s~~the Company’s securities are not afforded the same protections or information generally available to investors in public companies organized in the United States. ~~Prior to December 31, 2000, the Company filed its annual reports on Form 20-F. Commencing with the year~~

~~ended December 31, 2000 through December 31, 2007, and again for~~For the year ended December 31, ~~2009, the Company filed its annual reports on Form 40-F. For the years ended December 31,~~ 2008 and ~~December 31, 2010, Intertape Polymer Group filed its annual report on Form 20-F. Commencing~~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. ~~Intertape Polymer Group~~The Company reports on Form 6-K with the United States Securities and Exchange Commission and publicly releases quarterly financial reports.

Index to Financial Statements

The business of Intertape was established when Intertape Systems Inc., a predecessor of the Company, established a ~~pressure-sensitive~~pressure sensitive tape manufacturing facility in ~~Montreal. Intertape Polymer Group~~Montreal, Canada. The Company was incorporated under theCanada 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 Shareholders, at the Company’s June~~On November 11, 2003 annual and special meeting, voted on the replacement of the Company’s By-Law No. 1 with a new General By-Law 2003-1. The intent of the replacement by-law was to conform the Company’s general by-laws with amendments that were made to the~~Canada Business Corporations Act~~ ~~since the adoption of the general by-laws and to simplify certain aspects of the governance of the Company. On August 6, 2006, the Company filed a Certificate of Amendment to permit~~2015, the Board of Directors adopted a new By-Law 2015-1, requiring advance notice for the nomination of directors. Under the ~~Company to appoint one or more additional Directors to hold office for a term expiring not later than~~Canada Business Corporations Act, By-law 2015-1 is in force, but must be confirmed by the ~~close of~~Company’s shareholders at the next ~~annual meeting of the Company’s Shareholders, so long as the total number of Directors so appointed does~~shareholders’ meeting. If By-law 2015-1 is not ~~exceed one-third of the number of Directors elected~~confirmed at the ~~previous annual~~shareholders’ meeting, ~~of the Shareholders of the Company.~~it will cease to have effect at that time.

~~Intertape Polymer Group’s~~The Company’s corporate headquarters is located at 9999 Cavendish Blvd., Suite 200, Ville St. Laurent, ~~Quebec,~~Québec, Canada H4M 2X5 and the address and telephone number of its registered office is ~~1250 René-Lévesque Blvd. West,~~800 Place Victoria, Suite ~~2500, Montreal, Quebec, Canada H3B 4Y1,~~3700, Montréal, Québec H4Z 1E9, c/o ~~Heenan Blaikie~~Fasken Martineau Dumoulin LLP, (514) ~~846-1212.~~397-7400.

In the last five years, the Company has undertaken a number of significant manufacturing plant rationalization initiatives in an effort to achieve its goal of being a low-cost producer of its products along with having world class assets at its manufacturing facilities. The Company operates in various geographic locations and develops, manufactures and sells a variety of paper and film based pressure sensitive and water activated tapes, specialized polyolefin films, woven fabrics and complementary packaging systems 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 entered into an Asset Purchase Agreement in July 2011 to acquire equipment, a customer list and intellectual property to supplement the Company’s existing water activated tape business. The Company’s total expenditure with respect to the acquisition was $0.9 million.

~~Intertape Polymer Group~~ closed its Brantford, Ontario, facility during the second quarter of 2011 and discontinued the manufacture of certain products that were produced solely at the Brantford, Ontario, plant. ~~Intertape Polymer Group also~~The Company sold ~~various assets of~~ the Brantford, Ontario, ~~facility. Intertape Polymer Group also~~facility in January 2013. The Company sold its Hawkesbury, Ontario, plant in 2011. In the fourth quarter of 2012, the Company ceased manufacturing operations at its Richmond, Kentucky, manufacturing ~~facility.~~

~~On August 14, 2012,~~facility and transferred operations to its Carbondale, Illinois, facility during the first quarter of 2013. The Company sold the Richmond, Kentucky facility in the fourth quarter of 2014. In addition, the Company ~~entered into a secured debt equipment finance agreement (the “Equipment Finance Agreement”)~~consolidated its North American shrink film production at its Tremonton, Utah, facility in ~~the amount of up to $24.0 million for qualifying US capital expenditures during the period May 2012 through December 31,~~ 2013. The Equipment Finance Agreement will have quarterly scheduling of amounts with each schedule having a term of sixty months and a fixed interest rate. The average of the fixed interest rates is expected to be less than 3.0%. The Company entered into the first schedule on September 27, 2012 for $2.7 million at an interest rate of 2.74% with 60 monthly payments of $48,577 and the last payment due on October 2, 2017. The Company entered into the second schedule on December 28, 2012 for $2.6 million at an interest rate of 2.74% with 60 monthly payments of $46,258 and the last payment due on December 31, 2017.

As of the result of an internal restructuring, effective December 31, 2012, the Company liquidated and dissolved ECP L.P. and ECP GP II Inc., its Canadian operating companies, and all business, assets and liabilities were transferred to Intertape Polymer Inc., another Canadian subsidiary of the Company. Also effective December 31, 2012, the Company liquidated and dissolved Polymer International Corp., a Virginia corporation, and all of its assets and liabilities are with Intertape Polymer Corp., a Delaware corporation, a US subsidiary of the Company.

In February 2013, the Company announced ~~an initiative~~plans to ~~invest $26 million, excluding real estate, to~~ relocate ~~within the same region~~ and modernize its Columbia, South Carolina, manufacturing ~~operation. The new~~ facility ~~will include state-of-the-art manufacturing equipment which the Company believes will allow it to realize significant productivity gains, provide a better working environment for employees,~~ and ~~benefit from advanced environmental controls. In March~~in June 2013, ~~the Company entered into a letter of intent to purchase a manufacturing facility~~acquired property in Blythewood, South ~~Carolina. The cost~~Carolina, which is located in close proximity to the Columbia, South Carolina plant. As of December 31, 2015, the Company had completed commissioning efforts in relation to the duct tape production line and began limited production and sales of the ~~building, including improvements, is~~masking tape production line in Blythewood, South Carolina with the full transfer of masking tape production still expected to be completed in the first half of 2016. Capital expenditures for this project are expected to total approximately ~~$13.5 million.~~$60 million, of which $2.7 million was spent in 2012, $21.8 million in 2013, $24.3 million in 2014, and $7.9 million in 2015.

Effective October 30, 2014, the Company completed an additional internal restructuring to reorganize the capital structure of several of its legal entities to more efficiently manage its intercompany debt. The results of this restructuring were (in addition to certain transfers of certain intercompany receivables, payables and notes): (a) IPG Holdings LP was dissolved; (b) all of the preferred shares in IPG (US) Holdings Inc. were redeemed and cancelled, with Intertape Polymer Group Inc. owning all of the common shares of IPG (US) Holdings Inc.; (c) Intertape Polymer Group Inc. formed IPG Luxembourg S.à r.l, a Luxembourg private limited liability company (société à responsabilité limitée) as a wholly owned subsidiary of Intertape Polymer Group Inc. and (d) Intertape Polymer Corp. transferred all of its preferred equity interests in Intertape Polymer Inc. to IPG (US) Inc.

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 expects the Better Packages acquisition to further extend the Company’s ~~total capital expenditures~~product offering and global presence in ~~connection with property, plant and equipment were $21.6~~the rapidly growing e-commerce market. The Company paid a purchase price of $15.9 million in cash. The Company expects that these acquired operations will generate annualized revenue of approximately $18 million and ~~$14.0 million for~~EBITDA margin of over 15% in 2016.

Effective September 1, 2015, along with certain related transfers of certain intercompany receivables, payables and notes, on or about the ~~years 2012~~same date, Intertape Polymer US Inc. was dissolved.

Index to Financial Statements

On October 4, 2015, the Columbia, South Carolina manufacturing facility was damaged by significant rainfall and ~~2011, respectively.~~subsequent severe flooding. The ~~majority~~damages sustained were considerable and resulted in the facility being shut down permanently. The Company had planned to shut down this facility by the end of the ~~expenditures~~second quarter of 2016 so this represents a timeline of eight to nine months earlier.

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, IPC paid in cash, funded primarily from the Company’s Revolving Credit Facility, a purchase price of $11.0 million in cash. The Company expects that these acquired operations will generate annualized revenue of approximately $20 million and EBITDA margin of slightly below 10% before any synergies in 2016.

While the Company received a letter from two of its shareholders on November 9, 2015 urging the Company to take certain actions (such letter and the Company’s response were ~~to update existing manufacturing equipment and to obtain new equipment.~~

~~There~~both made publicly available), there has not been any indication of any public takeover offers by third parties in respect of the Company’s shares or by the Company in respect of other companies’ shares during the last and current fiscal year.

The Company’s total capital expenditures in connection with property, plant and equipment were $34.3 million, $40.6 million and $46.8 million for the years 2015, 2014 and 2013, respectively. The majority of the expenditures were to update existing manufacturing equipment and to obtain new equipment. Capital expenditures for the year ended December 31, 2015 were primarily for property, plant and equipment to support the following strategic and growth initiatives: the new facility in Blythewood, South Carolina ($7.9 million), the recently announced water-activated tape capacity expansion in Cabarrus County, North Carolina ($4.2 million spent in 2015 and applied to this project, which was announced in 2016), shrink film capacity expansion at the Portugal manufacturing facility ($3.9 million), and woven products capacity expansion ($3.2 million). The Company funded these 2015 capital expenditures through its cash flows from operations and funds available under the Revolving Credit Facility. On a related note, the Company typically relies upon cash flows from operations and funds available under the Revolving Credit Facility to fund capital expenditures. Additionally, in August the Company entered into a partially forgivable loan (“Partially Forgivable Loan”) with Agencia para Investmento Comercio Externo de Portugal, EPE (AICEP), the Portuguese agency for investment and external trade, as part of financing the capital expansion project in Portugal.

~~Intertape Polymer Group is a recognized leader~~The Company operates in the specialty packaging industry in North America. The Company develops, manufactures and sells a variety of paper and ~~film based~~film-based pressure sensitive and water activated tapes, polyethylene and specialized polyolefin packaging films, woven coated fabrics and complementary packaging systems for industrial ~~use~~ and retail ~~applications.~~use. The Company’s products ~~include~~primarily consist of carton sealing tapes, including ~~Intertape™~~ pressure-sensitive and water-activated tapes; packaging equipment; industrial and performance specialty tapes including masking, duct, electrical and reinforced filament tapes; ~~Exlfilm®~~ shrink film; ~~StretchFlex®~~ stretch ~~wrap, engineered coated fabric products,~~wrap; lumberwrap, structure fabrics, geomembrane fabrics; and non-manufactured flexible intermediate bulk containers (“FIBCs”). ~~These~~Most of the Company’s products are ~~sold~~made from similar processes. A vast majority of the Company’s products, while brought to market through ~~a variety of industrial and specialty distributors with a focus on sales to the construction and agricultural markets as well as the flexible packaging market.~~various distribution channels, generally have similar economic characteristics.

The Company has approximately ~~1,800~~2,000 employees with operations in 1617 locations, including 1012 manufacturing facilities in North America and ~~one~~1 in Europe.

~~Intertape Polymer Group~~The Company has assembled a broad range of products by leveraging its manufacturing technologies, its research and development capabilities, global sourcing expertise and its strategic acquisition program. Over the years, the Company has made a number of strategic acquisitions, including the 2015 TaraTape and Better Packages acquisitions, in order to offer a broader range of products to better serve its markets. The Company’s extensive product line permits ~~Intertape Polymer Group~~the Company to offer tailored solutions to a wide range of end-markets including food ~~and beverage,~~processing, fulfillment, consumer, ~~industrial,~~ building and construction, oil and gas, ~~water supply, automotive, medical,~~transportation, agriculture, aerospace, appliance, general manufacturing, marine, composites and military applications.

In January 2013, the Company sold the Brantford, Ontario manufacturing facility and received net proceeds of $1.6 million. The Company recovered $0.2 million of the asset impairment charge previously recorded in 2011 and 2010.

Index to Financial Statements

On February 26, 2013, the Company announced plans to relocate and modernize its Columbia, South Carolina manufacturing operation. In June 2013, the Company acquired property located in Blythewood, South Carolina. This property was financed by an $8.5 million mortgage with Wells Fargo National Association (the “South Carolina Mortgage”). In November 2014, the Company prepaid in full this loan with proceeds from the Revolving Credit Facility. As of December 31, 2015, the Company had completed commissioning efforts in relation to the duct tape production line and began limited production and sales of the masking tape production line in Blythewood, South Carolina with the full transfer of masking tape production still expected to be completed in the first half of 2016.

In June 2013, the Company redeemed $20.0 million aggregate principal amount of its outstanding Senior Subordinated Notes bearing interest at 8.5%, and on August 30, 2013, the Company redeemed the remaining $18.7 million aggregate principal amount of its outstanding Senior Subordinated Notes due August 1, 2014, fully discharging and satisfying the Senior Subordinated Notes and Indenture.

During ~~2010,~~2013, the Company ~~remained~~completed certain initiatives regarding its facilities. Production ceased at the Company’s Richmond, Kentucky, plant in ~~prudent~~the fourth quarter of 2012, production of shrink film ceased at the Company’s Truro, Nova Scotia, plant in the first quarter of 2013, and the Company consolidated its shrink film operations at its Tremonton, Utah, manufacturing facility.

On August 14, 2013, the Board of Directors modified the Company’s dividend policy to provide for the payment of quarterly dividends as opposed to semi-annual dividends. During 2013, the Company paid dividends totaling $0.24 per share.

In August 2013, the Company relocated its US executive headquarters to a leased facility at 100 Paramount Drive, Suite 300, Sarasota, Florida 34232. The former US executive headquarters located in Bradenton, Florida was sold in 2015.

The Company entered into an Equipment Finance Agreement in August 2012. During 2013, the Company was required to finance $20 million of equipment purchases. As of December 31, 2013, the Company financed $16.9 million. However, the Company was not required to pay a Reinvestment Premium on the shortfall inasmuch as the three-year SWAP rate at December 31, 2013 as set forth in the Federal Reserve H.15 report decreased to less than 0.5%. The average of the fixed interest rates of the capital leases as of December 31, 2013 was 2.86%.

In assessing the recoverability of deferred tax assets, management ~~mode focusing~~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 ~~cost~~quantitative and ~~debt reductions~~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, 2013, management analyzed all available evidence including, in particular, the Company’s financial results for the year then ended (taxable income and earnings before income tax expense (benefit)), the 2013 budget variances, and the Company’s cumulative financial results for the prior three years. In addition, management took under significant consideration the Company’s 2014 budget, its long-term financial projections, market and industry conditions and certain available tax strategies. As a result of this detailed analysis, management determined at such time that it was more likely than not that substantially all of the Company’s deferred tax assets in the US would be realized and, accordingly, recognized $47.8 million of its US deferred tax assets, $43.0 million of which impacted the Company’s net earnings while ~~making productivity improvements, introducing new products,~~the balance impacted its shareholders’ equity.

In addition, management determined at such time that it was more likely than not that a portion of its deferred tax assets related to the Company’s corporate (holding) entity (Intertape Polymer Group Inc. or the “Entity”) would not be realized due to insufficient taxable income in future periods. Previously, the Entity benefited from sufficient taxable income as a result of certain tax planning strategies implemented in 2011 (the “Planning”). The Company’s management continued to expect that, pursuant to the Planning, the Entity would continue to generate sufficient taxable income in order to fully utilize its net operating losses with expiration dates through 2015. However, in 2013, the benefit of the Planning was expected to diminish over time. Accordingly, the Company derecognized $4.6 million of its Canadian deferred tax assets as of December 31, 2013.

In 2014, Intertape hired Jeffrey Crystal, who was appointed Chief Financial Officer effective May 9, 2014. Bernard J. Pitz’s tenure as chief financial officer ended on January 30, 2014. Michael C. Jay, Corporate Controller since 2011, assumed the duties of interim Chief Financial Officer from January 30, 2014 to May 9, 2014.

In March 2014, Intertape increased the amount available under the Equipment Finance Agreement dated August 14, 2012 from $24.0 million to $25.7 million and ~~opening new market channels.~~also entered into its final capital lease schedule under this agreement for $3.5 million. The average of the fixed interest rates of the capital leases as of December 31, 2014 was 2.87%.

Index to Financial Statements

On June ~~8, 2010, Gregory A. Yull was named President~~11, 2014, Intertape’s Board of Directors adopted: (a) the Performance Share Unit Plan (“PSU Plan”) and ~~Chief Executive Officer~~(b) the Deferred Share Unit Plan (“DSU Plan”). The PSU Plan is administered by the Compensation Committee of the Board of Directors of the Company and ~~was appointed~~authorizes the Company to award PSUs to eligible persons. The DSU Plan is administered by the Compensation Committee of the Board ~~on August 2, 2010. Mr. Yull has been with~~of Directors of the Company ~~many years~~ and ~~brought with him extensive industry knowledge, hands-on experience and a full understanding~~authorizes the Company to award DSUs to any member of the ~~Company’s objectives.~~

~~In May 2010,~~Board of Directors of the Company that is not an executive officer or employee of the Company. A maximum of 1,000,000 common shares may be issued from treasury under the PSU Plan. A maximum of 250,000 common shares may be issued from treasury under the DSU Plan.

On July 7, 2014, Intertape announced ~~that the Toronto Stock Exchange had approved the Company’s~~a normal course issuer bid ~~pursuant to which~~(“NCIB”) effective on July 10, 2014. In connection with this NCIB, the Company was entitled to repurchase for cancellation up to ~~2,947,552~~2,000,000 of Intertape’s common shares ~~over~~issued and outstanding. The NCIB was set to expire on July 9, 2015. As of December 31, 2014, the ~~twelve-month period commencing May 26, 2010 and ending on May 25, 2011. The~~ Company ~~did not repurchase any~~had repurchased 597,500 common shares ~~pursuant to the normal course issuer bid.~~

~~In October 2010 the Company obtained a $3 million mortgage loan on its owned real estate located in Danville, Virginia. The mortgage is~~at an average price of CDN$14.35 per share, including commissions, for a ~~term~~total purchase price of ~~32 months bearing interest at~~$7.8 million.

On July 7, 2014, Intertape’s Board of Directors modified Intertape’s dividend policy to increase the annualized dividend by 50% from $0.32 to $0.48 per common share.

On August 5, 2014, the Board of Directors appointed Mr. Frank Di Tomaso as a new board member of the Company.

Effective October 30, 2014, Intertape completed an ~~annual rate~~internal restructuring to reorganize the capital structure of ~~10%.~~several of its legal entities to more efficiently manage its intercompany debt. The ~~mortgage requires monthly payments~~results of ~~principal~~this restructuring were (in addition to certain transfers of certain intercompany receivables, payables and ~~interest~~notes): (a) IPG Holdings LP was dissolved; (b) all of the preferred shares in IPG (US) Holdings Inc. were redeemed and cancelled, with Intertape Polymer Group Inc. owning all of the ~~amount~~common shares of ~~$63,741.00 with~~IPG (US) Holdings Inc.; (c) Intertape Polymer Group Inc. formed IPG Luxembourg Finance S.à r.l, a ~~lump sum payment~~Luxembourg private limited liability company (société à responsabilité limitée) as a wholly owned subsidiary of Intertape Polymer Group Inc. and (d) Intertape Polymer Corp. transferred all ~~remaining unpaid principal~~of its preferred equity interests in Intertape Polymer Inc. to IPG (US) Inc.

On November 18, 2014, Intertape entered into a new Revolving Credit Facility Agreement which provides for a five-year US$300 million Revolving Credit Facility. The Revolving Credit Facility replaced the ABL Facility and ~~accrued interest due on July 1, 2013.~~

prepaid in full the outstanding balances of the Real Estate Loan and South Carolina Mortgage. The Company has had a sales presence in Europe for many years with supply and services coming from the United States. In December 2010, the Company established a local facility near Flensburg, Germany, to support the Company’s increased focus in Europe with expansion into several different market segments throughRevolving Credit Facility Agreement includes an ~~increased sales force. The new facility allows~~incremental accordion feature of US$150 million, which will enable the Company to ~~service its customers with pressure sensitive tapes including~~increase the ~~following Intertape™ branded products: masking tapes, flatback tapes, aluminum foil tapes, double coated tapes, cloth duct tapes~~limit of this facility (subject to the Revolving Credit Facility Agreement’s terms and lender approval) if needed. The Revolving Credit Facility matures on November 18, 2019 and bears an interest rate based primarily on the LIBOR rate plus a spread varying between 100 and 225 basis points (125 basis points as ~~well as several electrical and electronic grade tapes.~~ of December 31, 2014) depending on the consolidated total leverage ratio.

In ~~addition, Central~~^® brands of water activated tapes have been stocked in the distribution center. This new facility is helping service the Company’s European customers with faster deliveries and smaller minimum order quantities and is succeeding in increasing the Company’s brand recognition in Europe.

~~During 2011,~~December 2014, the Company ~~maintained its focus on its long term strategic plan~~sold the Richmond, Kentucky manufacturing facility and received net proceeds of ~~reducing debt~~$2.3 million.

On April 7, 2015, the Company purchased 100% of the issued and ~~manufacturing costs~~outstanding common stock of Better Packages, a leading supplier of water-activated tape dispensers.

The Company transferred production of duct tape to the new Blythewood facility in early April 2015. During the second and ~~improving its~~third quarters of 2015, commissioning of the duct tape production line was ongoing in order to work toward the attainment of target levels of product ~~mix.~~quality balanced with targeted production efficiency. Although the ~~global economy continued~~Company was able to ~~be sluggish~~meet customer demand for duct tape during ~~2011,~~ the ~~Company’s selling prices increased more than both conversion costs~~second and ~~raw material costs; however,~~third quarters of 2015, there were production yield and operating inefficiencies related to the ~~spread between selling prices~~ramp-up of duct tape production that had a negative impact on results in these quarters and ~~raw material costs remained compressed when compared~~resulted in an extended timeline for the project. However, these inefficiencies improved throughout the year and production was close to ~~periods prior to 2010.~~

As a result of the ongoing strike of its unionized employees at the Company’s Brantford, Ontario plant, operations at the plant remained unprofitable. The Company concluded that a turnaround was highly improbable and duringreaching targeted performance levels in early 2016. In the fourth quarter of ~~2010, decided~~2015, the Company began limited production and sales of masking tape from the Blythewood facility, with the full transfer of masking tape production still expected to ~~terminate operations.~~be completed in the first half of 2016. The ~~plant closed~~Company now considers that the commercialization of the masking tape products being produced in the Blythewood facility is complete, and therefore must continue to focus on the ramp-up in production efficiencies as well as the transfer of certain masking tape production from the Marysville, Michigan facility.

On June 4, 2015, the Board of Directors appointed Mr. George J. Bunze as the new Chairman of the Board following the retirement of the former Chairman, Mr. Eric E. Baker.

Index to Financial Statements

Effective July 10, 2015, the NCIB (effective on July 10, 2014 and scheduled to expire on July 9, 2015) was renewed. In connection with this NCIB, the Company was entitled to repurchase for cancellation up to 2,000,000 of the Company’s common shares issued and outstanding. This renewed NCIB expires on July 9, 2016. On November 11, 2015, the Toronto Stock Exchange approved an amendment to the Company’s NCIB, as a result of which the Company is entitled to repurchase for cancellation up to 4,000,000 common shares.

On August 12, 2015, the Company’s Board of Directors approved a change in the quarterly dividend policy by increasing the dividend from $0.12 to $0.13 per share.

In August 2015, one of the Company’s wholly-owned subsidiaries entered into a Partially Forgivable Loan. The loan was entered into with 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. The loan totalled approximately $1.2 million at December 31, 2015 (€1.1 million). Based on the terms of the agreement, 50% of the loan will be forgiven in 2020 based on satisfying certain 2019 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 July 2018 through January 2024.

On October 4, 2015, the Columbia, South Carolina manufacturing facility was damaged by significant rainfall and subsequent severe flooding. The damages sustained were considerable and resulted in the facility being shut down permanently. The Company had planned to shut down this facility by the end of the second quarter of ~~2011. Some~~2016 so this represents a timeline of eight to nine months earlier.

In October 2015, one of the ~~Brantford production was transferred to other facilities~~Company’s wholly-owned subsidiaries entered into a long-term debt agreement containing a short-term credit line and a long-term loan for the purpose of ~~Intertape Polymer Group, however, the majority~~financing a capital expansion project. No amounts were outstanding and approximately $2.3 million (€2.5 million) of the ~~activities~~loan was available as of December 31, 2015. Both credit lines bear interest at the Brantford plant were discontinued. In addition, during 2011 the Company selectively stopped selling certain low-margin products manufactured at its other locations and actively worked to increase salesrate of ~~high-margin products.~~

~~Through~~6 month EURIBOR (Euro Interbank Offered Rate) plus a premium (125 basis points as of December 31, 2010, the Company’s financial statements were prepared in accordance with Canadian generally accepted accounting principles. As required by the Canadian Accounting Standards Board, Intertape Polymer Group adopted the International Financial Reporting Standards (“IFRS”) on January 1, 2011. As required by the applicable standards, the Company restated its financial information for 2010 to comply with IFRS with the exception of statements2015). The effective interest rate was 1.21% as of December 31, 2015. The short-term credit line matures in September 2016 and is renewable annually, with interest due quarterly and billed in arrears. The long-term loan has a period for capital use until October, 2017 and matures in April, 2022, with interest billed in arrears and due bi-annually beginning in April, 2018. The loans are secured by a comfort letter issued to the ~~transition dated of January 1, 2010. The impact of the conversion to IFRS on the Company’s current and future key financial metrics is immaterial.~~

In 2009, the Company filed a complaint in the US District Court for the Middle District of Florida against Inspired Technologies, Inc. (“ITI”) alleging that ITI had breached its obligations under a supply agreement with the Company and ITI filed a counterclaim against the Company alleging that the Company had breached its obligations under the agreements. On April 13, 2011, after two trials on the issues, the Court entered a Judgment againstlender by the Company in favour of its wholly-owned subsidiary.

During 2015, the ~~amount~~Company entered into interest swap agreements designated as cash flow hedges. The terms of ~~approximately $1.0 million.~~the interest swap agreements are as follows:

On November 2, 2015, the Company purchased 100% of the issued and outstanding common shares of TaraTape, a manufacturer of filament and pressure sensitive tapes.

On ~~May 19, 2011,~~November 11, 2015, the Company’s Board of Directors adopted a new By-Law 2015-1, requiring advance notice for the nomination of directors. Under the Canada Business Corporations Act, By-law 2015-1 is in force, but must be confirmed by the Company’s shareholders at the next shareholders’ meeting. If By-law 2015-1 is not confirmed at the shareholders’ meeting, it will cease to have effect at that time.

On November 30, 2015, the Board of Directors appointed Ms. Mary Pat Salomone as a new board member of the Company.

On December 14, 2015, the Company entered into a ~~settlement agreement~~Shareholders Rights Plan Agreement (the “Rights Plan”) with ~~ITI~~CST Trust Company. The purpose of the Shareholder Rights Plan is to provide IPG’s Board of Directors with ~~respect~~additional time, in the event

Index to Financial Statements

of an unsolicited takeover bid, to develop and propose alternatives to the bid and negotiate with the bidder, as well as to ensure equal treatment of shareholders in the context of an acquisition of control made other than by way of an offer to all ~~outstanding litigation between~~shareholders, and lessen the ~~parties. Pursuant~~pressure on shareholders to tender to a bid. Under the ~~terms~~policies of the ~~settlement,~~Toronto Stock Exchange (“TSX”), the Rights Plan must be ratified by the shareholders of the Corporation at a meeting held within six months following the adoption of the Rights Plan, failing which the Rights Plan must be immediately cancelled and any rights issued thereunder must be immediately redeemed or cancelled. Accordingly, on June 9, 2016, shareholders will be asked to approve a resolution ratifying and approving the Rights Plan. For further details on the Rights Plan, see Item 10(C) below.

As of December 31, 2015, 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 will be realized and, accordingly, continues to recognize the majority of its US deferred tax assets. Management also determined it is more likely than not that substantially all of the Company’s deferred tax assets in the Canadian operating entity will be realized based on available evidence such as the cumulative positive financial results for the prior three years, consistent utilization of deferred tax assets, consistent generation of taxable income, and positive financial projections. Accordingly, the Company ~~paid approximately $1.0~~recognized the majority of its Canadian operating entity’s deferred tax assets, including $3.8 million ~~to ITI in full and complete settlement of all matters between them with~~that were previously derecognized. With respect to the ~~litigation.~~

~~In July 2011,~~deferred tax assets at the ~~Company entered into an Asset Purchase Agreement~~Canadian corporate holding entity (the “Entity”), management determined it appropriate to maintain the same positions for ~~total consideration of $0.9 million to acquire assets primarily consisting of equipment, a customer list, and intellectual property to supplement~~ the ~~Company’s existing water activated tape business.~~

~~In August 2008,~~year ended December 31, 2015 as taken for the ~~Company acquired~~year ended December 31, 2014 in that the exclusive North American rights to a pending patent with respect to an automatic wrapping system. The system is designed to automate the process of wrapping packages of up to 65 feet in length. The technology targets industries such as wood products, which are traditionally manually wrapped. Along with the distribution rights, the Company acquired wrapping machines and existing customer contracts for a total consideration of CDN$5.5 million. As part of acquiring the distribution rights, the Company also made future performance commitments, which required additional considerations or penalties if these commitments were not met. However, within the first two yearsmajority of the ~~purchase agreement, the automatic wrapping system had~~Entity’s deferred tax assets should continue to achieve certain market acceptance parameters or the Company had the right to renegotiate the future performance commitments with the vendor and if such renegotiation was not concluded on terms satisfactory to the Company, then the future performance commitments would not be ~~binding on the Company. Effective~~

September 30, 2009 and due to the adverse economic conditions impacting the lumber wrap film market targeted under the Asset Purchase Agreement, the Company did not meet the performance criteria included in the first milestonederecognized as of the Asset Purchase Agreement. In August 2011, the Company entered into a Contract Adjustment Agreement. Under the Agreement the Company and the vendor agreed all accrued and future penalties, film purchase minimums and machine placement thresholds were eliminated.

During 2012, the Company continued to focus on developing and selling higher margin products, reducing variable manufacturing costs, executing on previously announced manufacturing plant initiatives and optimizing its debt structure.December 31, 2015. The ~~Company took several steps during 2012 to accomplish these objectives.~~

~~The Company has a $200.0 million Asset Based Loan (“ABL”) entered into with a syndicate of financial institutions. The amount of borrowings~~Canadian deferred tax assets remain available to the Company ~~under the ABL is determined by~~in order to reduce its applicable borrowing base from time to time. The borrowing base is determined by calculating a percentage of eligible trade accounts receivable, inventories, and equipment. The ABL is priced at LIBOR plus a loan margin determined from a pricing grid. The loan margin declines as unused availability increases. The pricing grid of the ABL, prior to the February 1, 2012 amendment, ranged from 1.5% to 2.25%. Unencumbered real estate is subject to a negative pledgetaxable income in favor of the ABL lenders. However the Company retained the ability to secure financing on all or a portion of its owned real estate up to $35.0 million and have the negative pledge in favor of the ABL lenders terminated. The ABL was scheduled to mature in March 2013. Effective February 1, 2012, the Company entered into a Third Amendment to Loan and Security Agreement among certain subsidiaries of the Company, the Lenders referred to therein, Bank of America, N.A., as agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Lead Arranger and Wells Fargo Capital Finance, LLC, as “right side” joint lead arranger. The Third Amendment extended the maturity date of the ABL to February 2017 from March 2013, however the new maturity date can be accelerated to 90 days prior to August 1, 2014 (the maturity date of the Company’s existing Senior Subordinated Notes) if such Notes have not been retired or if certain other conditions have not been met. Under the Third Amendment the interest rate will increase modestly while several other modifications in the terms provide the Company with greater flexibility. The pricing grid of the extended ABL ranges from 1.75% to 2.25%.

On June 26, 2012, the Company announced its intention to close its Richmond, Kentucky facility with the majority of production to be transferred to its Carbondale, Illinois, facility. The Company also announced the transfer of the shrink film production business from its Truro, Nova Scotia facility to its Tremonton, Utah plant. The Company believes this will allow it to further optimize its manufacturing footprint and generate significant annual savings. The Richmond, Kentucky plant is idle and it is anticipated it will close during the first half of 2013.

During 2012, the Company redeemed $80.0 million of its Senior Subordinated Notes, $25.0 million on August 1, 2012 and $55.0 million on December 13, 2012, both at par value. The notional amount of Senior Subordinated Notes outstanding after the redemptions is $38.7 million. The Senior Subordinated Notes mature on August 1, 2014.

On August 14, 2012, the Company entered into an Equipment Finance Agreement with a lifetime and maximum funding amount of $24.0 million. The terms of the arrangements include multiple individual capital leases, each of which will have a term of sixty months and a fixed interest rate. The average of the fixed interest rates is expected to be less than 3%. If the Company does not finance the full amount of $4.0 million and $20.0 million by December 31, 2012 and December 31, 2013, respectively, then the Company will be required to pay a Reinvestment Premium as defined under the Equipment Finance Agreement on the difference between those amounts and the amounts actually funded in each of those years. The Company financed the required amounts and was not subject to a Reinvestment Premium.

On October 10, 2012, the Company paid a dividend of CDN$0.08 per common share, to shareholders of record at the close of business on September 21, 2012. The aggregate amount of the dividend paid was USD$4.8 million.

~~On October 16, 2012, the Company prepaid in full $1.9 million, the outstanding balance on its $3.0 million mortgage on its Danville, Virginia, facility which was originally due July 1, 2013.~~

On November 1, 2012, the Company entered into a Real Estate Loan of $16.6 million, amortized on a straight-line basis over the ten year term. The maturity of the loan may be accelerated if the ABL is not extended and if Bank of America, N.A. ceases to be the agent by reason of an action of the Company. A portion of the loan may be required to be repaid early if

any mortgage properties are disposed of prior to October 31, 2022. Interest on the Real Estate Loan through December 31, 2012, was at a rate of 30-day LIBOR plus 250 basis points. Thereafter, the Real Estate Loan will bear interest at a rate of 30-day LIBOR plus a loan margin between 225 and 275 basis points based on a pricing grid as defined in the loan agreement. The Real Estate Loan contains two financial covenants, both of which are determined at the end of each fiscal month. The Company has been in compliance with these covenants since entering into the Real Estate Loan. The loan is secured by certain of the Company’s real estate.future periods.

The Company manufactures a variety of paper and film based tapes, including ~~pressure sensitive~~pressure-sensitive and water-activated carton sealing tapes; industrial and performance specialty tapes including paper, flatback, duct, ~~double-coated~~double coated, foil, electrical, filament tapes and stencil products.

~~The~~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, ~~Intertape Polymer Group~~the Company believes it has ~~unique~~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 ~~brands including~~ Intertape™, Central®~~, Crowell®~~, American®, Anchor®, ~~ExlfilmPlus™,~~ and ~~Exlfilm®,~~Crowell® brands to industrial distributors and retailers, and are manufactured for sale to third parties under private brands.

Tape products launched in ~~2011~~2013, 2014 and ~~2012~~2015 include new transfer adhesive products, clean removal tensilized polypropylene and filament products, UL ~~723 rated aluminum foil and UL 181~~ rated HVAC tapes, and hot melt carton sealing tape manufactured with a proprietary Corru-Grip™ adhesive formulation for optimal closure of highly recycled corrugate. Further information regarding these new products can be found in the Research & Development section of this document.

In ~~2012,~~2013, the majority of the Company’s product launches were double-coated, carton sealing, HVAC, appliance packaging and masking tapes.

In 2014, the Company ~~redirected~~enhanced its ~~focus~~offering of packaging solutions with the introductions of: ExlfilmPlus® GPL, a new high performance cross linked polyolefin shrink film; Ripcord™, a knife free solution to ~~address specific solutions~~open packages; RG317, a filament tape for L-clip box closure applications; Auto H2O™ uniform semi-automatic water-activated case sealer and other complementary products.

In 2015, the Company ~~is able to provide for the following targeted markets: Fulfillment, General Manufacturing, Food Processing~~focused on increasing its offering of specialty tape products including additional masking, foil, double-coated and ~~Specialty (Oil and Gas, HVAC, Aerospace, Residential and Commercial Painting, Building and Construction, and Mass Transportation).~~ATA tapes.

For the years ending December 31, ~~2012,~~2015, December 31, ~~2011,~~2014, and December 31, ~~2010,~~2013, tapes accounted for ~~66%~~68%, ~~66%~~65%, and ~~64%~~65%, respectively, of the Company’s revenue.

The Company’s tape products consist of two main product groups, Carton Sealing Tapes and Industrial & Specialty Tapes.

Index to Financial Statements

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

Hot melt carton sealing tape is a polypropylene film coated with a synthetic rubber adhesive which offers a wide range of application flexibility and is typically used in carton sealing applications. The Company’s primary competitors are 3M Co., Shurtape Technologies LLC and Vibac Group.

Acrylic carton sealing tape is a polypropylene film coated with an aqueous, ~~pressure sensitive~~pressure-sensitive acrylic adhesive which is best suited for applications where performance is required within a broad range of temperatures from less than 40°F (4°C) to greater than 120°F (49°C). The Company’s primary competitors are 3M Co., ~~Pitamus~~GTA, Powerband, Primetac (Pitamas) and ~~Sekisui TA Industries Inc.~~

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 ~~aggressive~~robust adhesion properties. This tape is ideally suited for conditions involving hot, dusty, humid or cold environments. Typical uses include moving and storage industry applications, as well as packaging and shipping. The Company’s primary competitors are ~~Primetac~~Vibac Group and ~~other European manufacturers.~~imported products from Europe.

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, ~~mail order operations,~~3PL’s (third-party logistics providers), furniture manufacturers and the apparel industry. The Company’s primary competitor is Holland Manufacturing Co. Inc.

The Company produces eight primary industrial and specialty products sold primarily under the Intertape™, American® and ~~American®~~Anchor® brands: paper tape, flatback tape, duct tape, double-coated tape, foil tape, electrical tape, filament ~~tapes~~tape and stencil products.

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, Cantech and tesa tape, inc.

Flatback tape is manufactured using a smooth kraft paper substrate 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.

Duct tape is manufactured from a polyethylene film that has been reinforced with scrim and coated with natural/synthetic rubber blend adhesive or ~~speciality~~specialty polymer adhesives. Duct tape is primarily used by general consumers for a wide range of

Index to Financial Statements

applications. Duct tapes are also used in maintenance, repair and operations, in the ~~heating,~~HVAC (heating, ventilation and air ~~conditioning~~conditioning) markets, construction and in the convention and entertainment industries. The Company’s primary competitors for this product are Berry Plastics Corp., 3M Co. and Shurtape Technologies, LLC.

Double-coated ~~tapes are~~tape is manufactured from a paper, foam, or film substrate and ~~are~~is coated on both sides with a variety of adhesive systems. Double-coated ~~tapes~~tape also ~~use~~uses a release liner made from paper or film that prevents the tape from sticking to itself. Double-coated ~~tapes are~~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 ~~automotive,~~ aerospace, graphics, transportation, converting and ~~trophies/monuments.~~nameplates. The Company’s primary competitors for this product are 3M Co., tesa tape, inc., and Scapa Group plc.

Foil ~~tapes are~~tape is manufactured using an aluminum substrate and a variety of adhesive systems. The tape is ~~manufactured with a range of aluminum foil gauges and is~~ designed for applications that range from HVAC, ~~Building & Construction, Aerospace,~~

~~Transportation, Industrial,~~building and ~~General Purpose.~~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 Plastics and Avery Dennison Corp.

Electrical and electronic ~~tapes are~~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 ~~Underwriters Laboratories (UL) approved and~~ engineered to meet stringent application ~~specifications.~~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, Bondtec, and ~~Nitto Denko.~~H-Old.

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

Stencil products ~~sold under the Anchor® brand,~~ are manufactured from a ~~calendared~~calendered natural/synthetic rubber blended substrate with an acrylic adhesive and specially formulated adhesives. Stencil products are used in applications within the sign and monument manufacturing markets to protect a surface where ~~sandblasting~~high pressure blasting is required. The Company’s primary competitor for this product is 3M Co.

The Company also manufactures a variety of polyethylene and specialized polyolefin films, as well as complementary packaging systems, for industrial use and retail ~~applications,~~use, including shrink film, stretch wrap and air pillows. As a vertically integrated manufacturer, ~~Intertape Polymer Group has unique capabilities~~the Company uses internally manufactured films to produce ~~its own adhesives used in the manufacture of its film.~~tape products.

The Company’s film products are ~~manufactured and sold~~marketed under the Company’s brands including ~~SuperFlex™~~SuperFlex®, StretchFlex®, ExlfilmPlus®, Exlfilm® and iCushion® to industrial distributors and retailers, and are manufactured for sale to third parties under private brands. ~~Film products launched in 2011 and 2012 include a new high performance cross-linked polyolefin shrink film. Further information regarding this new product can be found in~~

~~During each~~year ended December 31, 2015, films accounted for 16% of the ~~last three~~Company’s revenue and for the years ending December 31, 2014, and December 31, 2013, films accounted for 19% of the Company’s revenue.

The Company’s film products consist of two main product groups, film and protective packaging.

The Company primarily produces two film product lines: ~~ExlfilmPlus™~~SuperFlex® and StretchFlex® stretch wrap and ExlfilmPlus® and Exlfilm® shrink ~~film and SuperFlex™ and StretchFlex® stretch wrap.~~

ExlfilmPlus™ and Exlfilm® shrink film are specialty plastic films which shrink 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, consumer products such as bottled water, toys, games, sporting goods, hardware and housewares and a variety of other products. In 2011, the Company introduced ExlfilmPlus™ GPS, a new polyolefin shrink film. ~~The Company’s primary competitors for this product are Sealed Air Corp. and Bemis Co. Inc.~~

Intertape Polymer Group entered the European shrink film market through its investment in Fibope in April 1995. The Company initially purchased a 50% equity interest in Fibope, acquiring the remaining 50% equity stake in July 2003 to serve as a platform to penetrate European and African markets with other products of the Company. Fibope operates as an autonomous unit within Intertape Polymer Group.

~~Fibope produces a full range of shrink film products for sale in the European Community. Raw materials are primarily sourced within Europe, with multiple sources utilized~~

Index to ~~ensure stability of supply and a competitive price environment.~~

Financial Statements

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 ~~technology~~ for the manufacturing of its stretch film products.

~~SuperFlex™~~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™ (introduced in 2006)~~Genesys®, ~~Genesys Ultra™ (introduced in 2011)~~Genesys®Ultra, Fortress®, ~~Fortress® (introduced in 2008)~~ProLite® and Orbit Air™B are SuperFlex® brand products. Since 2013, the Company has re-formulated its legacy Genesys®, Genesys®Ultra and ProLite® ~~(introduced in 2010) are SuperFlex™~~ brand ~~products.~~products to enhance their performance capabilities. AEP Industries, Inc., Amtopp, Berry Plastics Corp., 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 II and Hand Wrap IV are StretchFlex® brand products. Since 2013, the Company has re-formulated its legacy SFI products ~~and all were introduced prior~~ to ~~2000.~~enhance performance capabilities. Competitors include AEP Industries Inc., Berry Plastics Corp., Sigma Plastics Group and Amtopp.

ExlfilmPlus® and Exlfilm® shrink film are specialty plastic films which shrink 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. In 2014, the Company introduced ExlfilmPlus® GPL, a new high performance cross linked polyolefin shrink film. The Company’s primary competitors for this product are Sealed Air Corp. and Clysar LLC.

The Company entered the European shrink film market through its investment in Fibope in April 1995. The Company initially purchased a 50% equity interest in Fibope, acquiring the remaining 50% equity stake in July 2003. Fibope operates as an autonomous unit within the Company.

Fibope produces a full range of shrink film products for sale in the European Community. Raw materials are primarily sourced within Europe, with multiple sources utilized to ensure stability of supply and a competitive price environment.

Air pillows are manufactured from polyethylene film and are inflated at the point of use with an air pillow machine. The Company markets both traditional polyethylene, as well as oxo-biodegradable, air pillow products. Also, as mentioned above, the Company has added a biodegradable film to its iCushion® air pillow protective packaging products. Air pillows are used as packaging material for void fill and cushioning applications. Typical end-use markets for air pillows include 3PL’s retail fulfillment houses and contract ~~packagers, and mail order pharmacies.~~packaging operations. The Company’s primary competitors for this product are Pregis Corp., Sealed Air Corp., Storopack, Inc., Free-Flow Packaging International Inc. and Polyair Inter Pack Inc.

IPG provides complementary packaging systems under the Interpack™ and Better Packages^(R) brands. Machinery that makes up IPG’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 IPG. They also include IPG’s void fill machines and bagging machines. 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 are 3M, Loveshaw, BestPack, Marsh and Phoenix.

The Company ~~is a North American leader in the development~~develops and ~~manufacture of~~manufactures innovative industrial packaging, protective covering, barrier and liner products utilizing engineered coated polyolefin fabrics, paper and other laminated materials. Its products are sold ~~primarily direct to end-users~~through multiple channels in a wide number of industries including lumber, construction ~~food, paper,~~ and agriculture.

Index to Financial Statements

On October 5, 2005, Intertape Polymer Inc., a subsidiary of the Company, acquired all of the issued and outstanding shares of Flexia Corporation Ltd., ~~being~~which was the ~~body corporate that resulted from~~result of the amalgamation of Flexia Corporation and ~~Fib-Pak~~Fib-pak Industries, Inc. The businesses of such companies were operated under wholly-owned Canadian entities, ECP L.P. and ECP GP II Inc. through December 31, 2012. ECP GP II Inc. was a producer of a wide range of engineered coated and laminated products with its facilities located in Langley, British Columbia and Truro, Nova Scotia. As a result of an internal restructuring of the Company’s subsidiaries, ECP L.P. and ECP GP II Inc., which were subsequently liquidated and dissolved on December 31, 2012 and as a result, all business, assets and liabilities were transferred to Intertape Polymer Inc.

The Company’s ~~engineered~~woven coated ~~products~~fabrics are categorized in ~~six~~four markets: (A) building and construction, (B) agro-environmental, (C) specialty fabrics, and (D) ~~FIBCs, (E)~~ industrial ~~packaging, and (F) consumer~~ packaging. For the three years ended December 31, ~~2012,~~2015, December 31, ~~2011,~~2014, and December 31, ~~2010 engineered~~2013, woven coated fabric products accounted for ~~approximately~~ 15%, ~~15%, and 17%, respectively,~~ of the Company’s ~~sales.~~

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, ~~and protective wrap for kiln dried lumber and a variety of other membrane barrier products such as~~ roof underlayment, ~~house wrap, window and door flashing~~ 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. ~~Intertape~~The Company’s primary competitors for these products include InterWrap, Inc., E.I. DuPont de Nemours and Company, Polymer ~~Group’s lumber wrap~~Group International, Alpha ProTech and various producers from India, China and Korea.

The Company’s lumberwrap is used to package, unitize, protect and brand lumber during transportation and storage. The product is available in polyethylene or polypropylene coated fabrics and polyethylene films printed to customer specifications. ~~Lumber wrap is produced at the Company’s plants in Langley, British Columbia, and Truro, Nova Scotia.~~ The Company’s primary ~~competitors for these products include Interwrap, Inc., E.I. DuPont de Nemours and Company, Fiberweb Inc., Alpha ProTech and various producers from China and Korea.~~competitor is InterWrap.

Nova-Shield® is a lightweight, wide-width, and durable polyolefin fabric used as the outer skin layer for flexible membrane structures. The introduction and continuous improvement of the Nova-Shield® fabric in the membrane structure market has enabled membrane structure manufacturers to expand the use of this product beyond agricultural applications. New applications ~~such as~~include agriculture barns, ~~into larger structures for human occupancy such as~~ amphitheaters, recreational facilities, trade show pavilions, aircraft hangers, and casinos. Developments in the product line include the patented stacked weave, and AmorKote™ coatings. The Company sells the Nova-Shield® fabrics to membrane structure manufacturers who design, fabricate, and install the structures. The Company’s primary competitors are Fabrene Inc. and a number of ~~polyvinyl chloride~~PVC (polyvinyl chloride) producers. ~~The Company produces these products primarily at its plant in Truro, Nova Scotia.~~

IPG’s roofing underlayment is a woven synthetic weather barrier installed on the roof before slate, tile or shingles are applied. The Company ~~began commercial production of Nova-Seal®II at its Truro, Nova Scotia facility in August, 2008. It is a roof underlay~~believes that IPG’s roofing underlayment is lighter and easier to install than standard #30 building ~~felt and costs less. In November 2010,~~felt. To meet these market needs, the Company ~~introduced new product names for its roof underlayment~~currently has a three-tiered (“Good, Better, Best”) approach in an attempt to ~~insure consistency across products and to help customers distinguish among levels of product performance so they may specify and use the best solution for their particular application.~~reach all market segments. The Company’s primary competitors in this market are ~~Interwrap, W.R. Grace,~~InterWrap, Alpha ProTech, ~~and~~ a variety of #30 felt ~~producers.~~producers and a number of competitors from India, China and Korea.

The Company has developed a range of Agro-Environmental products, including bags for packaging ~~processed cotton,~~fiber insulation, fabrics designed for conversion into hay covers, grain 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.

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. During 2014, the Company widened its product offering by manufacturing composite product composed of its traditional extrusion-coated substrates laminated to other materials such as non-woven textiles and polyethylene film. In order to help customers specify and use the best solution for their particular need, the Company re-branded its geomembrane product lines to clearly separate long-term, high-performance products from products used for shorter term applications during 2014. The Company’s primary competitors for similar products include Fabrene Inc., Mai Weave LLC, ~~Interwrap~~InterWrap and Inland Tarp. Competitive products which may be used as substitutes are manufactured by GSE Environmental and Raven Industries Inc.

Index to Financial Statements

Hay cover products are specially designed fabrics designed to 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 InterWrap, Maiweave and Fabrene.

Woven coated polyolefin fabrics are used in the construction of poultry houses in the southern United States. Materials with high ultraviolet resistance are fabricated into side curtains that regulate ventilation and temperature in buildings. Other materials are used in ceiling construction. The Company’s primary competitors for this product are Fabrene Inc. and Mai Weave LLC. ~~These products are primarily produced at the Company’s plant in Truro, Nova Scotia.~~

The Company’s specialty fabric product category is comprised of a variety of specialty materials custom designed for unique applications or specific customers. The Company’s ability to provide polyolefin fabrics in a variety of weights, widths, colors and styles, and to slit, print and perform various other conversion steps, allows it to provide an array of coated products designed to meet the specific needs of its customers.

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.

Primary competitors of the Company for this product include Fabrene Inc., Mai Weave LLC and producers from China and Korea. ~~The Company primarily produces these products at its Truro, Nova Scotia, plant.~~

The Company’s ~~metal~~printed wrap is used to brand and protect ~~large coils~~a variety of ~~steel and aluminum~~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 Interwrap Inc. and Covalence Specialty Materials Corp.

The Company also ~~manufactures custom designed fabrics for dunnage bags, which are used to fill space in a shipping container or to position~~earns revenues from the ~~contents in a container. The production~~sale of FIBCs and from royalties from the ~~dunnage bag fabrics are primarily produced at the Company’s Truro, Nova Scotia, facility.~~

sale of film wrap. FIBCs are flexible, intermediate bulk containers generally designed to carry and discharge 1,500 to 3,500 pounds of dry flowable fill products such as chemicals, minerals and dry food ingredients. The market for ~~FIBC’s~~FIBCs is highly fragmented. The Company has established proven supply lines for FIBCs with integrated bag manufacturers in India, China and Mexico. Revenue from royalties is earned on the purchases of film wrap by end-users from another supplier which is used in machines supplied by the Company. During each of the last three years, other revenues accounted for 1% of the Company’s revenue.

As of December 31, ~~2012,~~2015, the Company had ~~202~~213 sales, customer service and marketing personnel, including manufacturer representatives. The Company participates in industry trade shows and uses trade advertising as part of its marketing efforts. The Company’s customer base is ~~diverse, with no single~~diverse; however, there was one customer ~~accounting~~that accounted for ~~more than 5%~~approximately 7% of total sales in ~~2012.~~2015 and 2014. Sales of products ~~from facilities~~to customers located in the United States ~~Canada~~ and ~~Europe~~Canada accounted for approximately ~~81%, 9%~~86% and 3%7% of total sales, respectively, in ~~2012, 80%, 9%~~2015, 83% and 3%8% of total sales, respectively, in ~~2011;~~2014, and ~~80%, 10%~~82% and 3%8%; in ~~2010.~~2013.

Many tape and film products are sold to the market through a network of paper, packaging and industrial distributors throughout North America. ~~In order to enhance sales of the Company’s pressure-sensitive carton sealing tape, it~~The Company also sells carton closing systems, including automatic and semi-automatic carton sealing ~~equipment.~~equipment through this same network of distribution. The Company’s shrink and stretch film products are typically sold through ~~an existing~~ industrial ~~distribution base primarily to manufacturers of packaged goods~~distributors. Electrical and ~~printing and paper products which package their products internally. The industrial electrical~~electronic tapes are primarily sold through specialty distribution.

Index to ~~the electronics and electrical industries.~~ Financial Statements

The Company’s ~~engineered~~woven coated ~~products~~fabrics are primarily sold directly to end-users. The Company ~~offers a line~~also earns revenues from the sale of ~~lumberwrap,~~ FIBCs and ~~specialty fabrics manufactured~~ from ~~plastic resins. The Company’s engineered coated products~~royalties from the sale of film wrap. FIBCs are sold primarily to end-users and are marketed throughout North America.

The Company does not experience material seasonality or cyclicality in its operations.

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

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). The resins and synthetic rubber are generated from petrochemicals which are by-products of crude oil and natural gas. ~~Almost all~~A significant majority of these products are sourced from North American manufacturers. The majority of paper products are produced by North American paper manufacturers ~~and~~which are derived from the North American pulp and paper industry. Raw materials accounted for approximately 65% of reported cost of sales in 2015, and 67% for both 2014 and 2013.

The major raw material used in ~~our~~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~~woven coated ~~products~~fabrics are polyethylene and polypropylene resins. Both of these products are petrochemical based products derived from crude oil and/or natural gas. These products are predominantly sourced from North American petrochemical manufacturers.

During ~~2012~~2015, selling prices ~~including~~(including the impact of product ~~mix, increased more~~mix) declined less than raw material costs, which ~~did decrease, however, the spread between selling prices and raw material costs was still compressed when compared to periods prior to 2010.~~also declined on average. During 2010 resin-based, paper and adhesive raw material costs significantly increased and the Company was unable to pass on a portion of the cost increases to its customers due to pricing pressure. During 2012,2015, resin-based raw material costs decreased by ~~about 6%~~approximately 20%, adhesives decreased by approximately 12%, and paper costs were ~~approximately~~comparable.

The prices of most of the ~~same,~~major raw materials noted above can be subject to significant volatility, primarily influenced by commodity price fluctuations for crude oil and ~~adhesives increased about 1%.~~natural gas.

~~Intertape Polymer Group’s~~The Company’s strategy is to create growth opportunities through enhancements of existing products and the introduction of new products. The Company’s research and development efforts continue to focus on new products, technology platform developments, new product processes and formulations. As described in the sections that follow, the Company introduced 3542 new products in ~~both 2012~~2015, and ~~2011.~~38 new products in 2014 and 2013.

In 2013, IPG expanded its adhesive transfer tapes product line to include narrower widths, longer rolls, three adhesive thicknesses and a new ATG tape dispenser. Four masking products were launched into the automotive refurbishing, marine, and architectural painting markets. Five double-coated products were released into a variety of splicing and bonding markets.

In 2013, the Company expanded its stretch film product line to include smaller sized bundle wrap designed as convenient solutions for many home, office, workshop, yard and school applications.

In 2013, IPG introduced four new carton sealing tape (CST) products. Specifically, two, hot melt, pressure-sensitive adhesive (HMPSA) products targeted for sealing cartons with a high, recycled content and two water-activated tape (WAT) products. During ~~2010, Intertape Polymer Group introduced~~2014 the Company expanded its line of ~~Intertape™ brand double-coated tapes. These high-performance technical products are used~~carton closure solutions with the addition of Ripcord™, a knife free solution to open packages and RG317, a filament tape for L-clip box closure applications.

A new stainless steel uniform semi-automatic case sealer was added to IPG’s line of Interpack™ complementary packaging systems in ~~a number of applications including corrugated splicing, gasket attachment, plastic housing~~2013. Targeting food processing facilities, the USC 2020-SB SS is available in food grade 302-304 stainless steel and ~~component assembly, nameplates, interior and exterior trim attachments, and lens bonding. The double-coated tapes are also convertible~~NEMA 4 electrics, making it ideal for ~~a wide variety of applications requiring die cuts and custom parts. During 2011, Intertape Polymer Group~~non-caustic wash down applications. In 2014 the Company launched its new ~~transfer adhesives product line introducing four new~~Auto H2O™ uniform semi-automatic water-activated case sealer. The Auto H2O™ case sealer’s patented technology provides a reliable and low maintenance automatic sealing system for reinforced water-activated tape to seal corrugated containers.

Index to Financial Statements

In 2014, the Company expanded its offering of specialty tape products ~~developed as part~~with the introduction of AC778, a metalized BOPP tape and ALF301, an aluminum foil tape with superior UV, chemical and temperature resistant properties.

In 2014, the Company introduced ExlfilmPlus® GPL, the Company’s on-going product line development in double coated tapes. Intertape™ brand ATA200 and ATA400, a 2 mil and 4 mil acrylic transfer adhesive, was designed for use in general purpose applications such as core starting, paper/film splicing, arts and crafts bonding, picture framing and lamination. The Company also introduced ATA201 and ATA401 which are more suitable for more demanding and specialized applications requiring long term bonding and high temperature and solvent resistance.

In 2012, The Company enhanced its appliance grade clean removal portfolio with new tensilized polypropylene and filament products: APL145, TPP200, TPP350, and TPP400. Each offers excellent adhesion and stain/residue free removal from painted metals, stainless steel, ABS plastic, fiberglass and various other surfaces used in the appliance, steel, composite, plastic extrusion, fulfillment and window and door industries.

In 2009, the Company also created a new technology called “roll edge face coated” which creates cleaner sharper paint lines with the Company’s BLOC-IT® painters tape. In 2012, ProMask Pink™ painters tape was introduced in support of the Susan G. Komen For the Cure Foundation® in the fight against breast cancer. It is a premium pink painter’s tape with the Company’s clean releasing adhesive that delivers superior paint lines for the professional and do-it-yourself consumer of masking tape.

In 2010, the Company launched a number of new products into the Housewrap sector through a new Private Label Supply Agreement with a major Building and Construction distribution company. The Company also launched a new line of AquaMaster® geomembrane products that has allowed the Company to significantly increase both volume and profitability in this market segment.

~~In 2010, Intertape Polymer Group launched Genesys Ultra™, a new high~~newest performance ~~thin gauge cast stretch~~shrink film. This film ~~has been very successful in the first few years post launch in gaining market share in the demanding low~~is a cost savings alternative to standard, heavier gauge ~~performance segment of the stretch film market.~~

Intertape Polymer Group entered into the foil tape market with a full line of aluminum foil tapes manufactured at its Carbondale, Illinois facility in 2010. These tapes have application in various industries including aerospace, transportation, HVAC and industrial. The product line offers performance ranges within a variety of foil thicknesses and adhesive systems. The shiny, UV resistant foil backing offers an enhanced appearance, excellent reflective and flame retardant properties, and remains flexible to resist cracking and lifting around irregular or curved surfaces. The Company’s foil products include linered, self-wound, FSK, ASJ, foil barrier laminates and metalized films. ~~During 2011 the Company introduced a new aluminum foil tape~~

designed primarily for HVAC applications. In developing this product the Company focused on producing a finished product that supported both the rigid duct and flexible duct application requirements. The finished product received dual certifications which permits its use to support both flexible and rigid duct HVAC criteria for building codes throughout the United States. The Company also introduced Intertape™ brand ALF175L to meet the need of a UL723 rated multi-purpose foil tape. This product was designed to give exceptional performance where use of a thinner gauge foil base material is acceptable for this application.

In 2011, the Company launched ExlfilmPlus™ GPS, the Company’s newest high performance crosslinked polyolefin shrink film. This multilayered film is versatile enough to perform on all sealing systems and shrink tunnels. The premium resin formulation ~~provides consistently strong seals~~exhibits exceptional machinability and ~~offers~~ high ~~shrink force, making it the ideal choice for multipacking and unitizing products.~~speed processing capabilities.

In ~~2012,~~2015, the Company ~~introduced UL 181-rated AC50UL,~~continued to focus significant R&D resources on the transition of duct and masking tape products from the old Columbia, South Carolina facility to the new Blythewood, South Carolina facility. This transition involved significant product modifications with the most notable being producing products with environmentally-friendly solventless technology in the new facility.

In 2015, the Company expanded its product offering to include a ~~premium-grade HVAC duct tape~~range of masking tapes designed for ~~flexible air ducts and air connectors. This 14 mil high-strength polyethylene-coated cloth duct tape meets flexible duct criteria for HVAC systems required by many building codes throughout~~multiple surfaces as well as technically demanding applications. During 2015, the ~~US, including that recommended by the 2009 California Residential Compliance Manual. The~~ Company also expanded its offering to contractors with the addition of a metalized version of this AC50UL product. Its reflective finish is especially suited for joining seams on flexible air duct with metallic jackets and duct board with exterior foil laminate vapor retarders.

With more than 90% of all corrugated boxes being recovered for recycling and the average percent of recycled content in a corrugated box greater than 40%, the Company’s Research and Development recognized the need for a test that mirrors the effectiveness of carton sealing tapes when applied to boxes of varying recycled content. A new test apparatus was designed that accepts any box sample, duplicates the box sealing application and measures closure performance under a variety of controlled environmental conditions. In response to this market change, R&D also formulated a new Corru-Grip™ adhesive technology designed specifically for optimal closure of highly recycled corrugate, including 100% recycled boxes. In 2012, the Company introduced a ~~new 1100 premium~~direct printable hot melt carton sealing tape, ~~designed~~which is key product for the fulfillment industry.

In 2015, the Company bolstered its Protective Packaging offering with ~~this new proprietary adhesive formulation.~~product additions in both its air pillows and tandem bagging product lines.

The Company’s ~~R&D~~research expenses in ~~2012, 2011,~~2015, 2014, and ~~2010~~2013 totaled ~~$6.2~~$9.5 million, ~~$6.2~~$7.9 million, and ~~$6.3~~$6.9 million, respectively.

~~Intertape Polymer Group embarked on a new corporate branding strategy during 2009 to create and communicate overall consistency and simplicity to its markets.~~ The Company ~~adopted a new look to its corporate logo and redid its sub-brand logos which are clearer and will help identify the individual product lines.~~

~~Intertape Polymer Group~~ markets its tape products under the trademarks ~~Intertape~~™Intertape™, Central®, Crowell®, American®, TaraTape & Design®, and TARA TAPE® and various private labels. The Company’s shrink wrap is sold under the registered trademark ~~ExlfilmPlus™~~ExlfilmPlus® and Exlfilm®. Its stretch films are sold under the trademark ~~SuperFlex™~~SuperFlex® and StretchFlex®.

The Company markets its open mouth bags under the registered trademark ~~Nova-Pac®~~NovaPac®. ~~The other~~Other key engineered coated products, ~~are sold under the registered trademarks Nova-Thene®, Nova-Shield®, Nova-Seal®, NovaWrap™, and NovaFlash®. Its engineered fabric~~including polyolefin fabrics are sold under the registered ~~trademark Nova-Thene®~~trademarks NovaThene®, NovaShield®, NovaSeal®, NovaWrap™, and NovaFlash®.

The Company has approximately ~~153~~157 active registered trademarks, 7285 in the United States, 2030 in Canada, ~~and 8~~9 in Mexico, and 5333 foreign, which include trademarks acquired from American Tape, Anchor, Rexford Paper Company, Central Products Company, The Crowell Corporation, Flexia, Better Packages, TaraTape & Design®, and ~~Flexia.~~TARA TAPE® The Company currently has 1116 pending trademark applications in the United States, and 1 in ~~Canada, and 15 foreign.~~foreign jurisdictions.

~~Intertape Polymer Group does not have, nor does management believe it important to the Company’s business to have, patent protection for its carton sealing tape products. However, the~~The Company has pursued US and foreign patents in select areas where it believes that unique products offer a competitive advantage in profitable ~~markets, primarily in~~markets. The Company’s 87 granted patents and 40 pending patent applications include engineered coated products and film for which the Company has 819 patents and ~~no patents~~4 pending ~~film for which it has 10 patents and no patents pending,~~applications, tape products for which it has 2235 patents and 1223 pending applications, adhesive products and manufacture for which it has 24 patents and 5 pending ~~adhesive~~applications, other products for which it has 59 patents and ~~3 patents~~8 pending ~~container products for which it has 4 patents and no patents pending, and retail for which it has 2 patents and no patents pending.~~

The Company competes with other manufacturers of plastic packaging and pressure-sensitive adhesive products as well as manufacturers of alternative packaging products, such as paper, cardboard and paper-plastic combinations. 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. ~~No statistics, however, on the packaging market as a whole are currently publicly available.~~ Please refer to Section B(1) above for a discussion of the Company’s main competitors by product.

The Company believes that significant barriers to entry exist in ~~the packaging~~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 ~~significant number of patents which already have been issued~~technical expertise in respect ofto various processes and equipment operation, and the difficulties and expense of developing an adequate distribution network.

Index to Financial Statements

~~Intertape Polymer Group~~The Company has and continues to be focused on reducing waste and minimizing any ~~harmful~~ environmental impact throughout its manufacturing process, or footprint left behind by the line of products manufactured and marketed by the Company. ~~Lili™ is~~Lili® represents one aspect of the Company’s environmental stewardship program and stands for ~~“low environmental~~“low-environmental impact line from IPG”~~, however it~~. The stewardship program is ~~more than just the growing number of environmentally preferred products that the Company has and continues to develop, but is also~~ a commitment by management and employees of the Company to continually look for opportunities to lower the Company’s environmental impact. ~~Intertape Polymer Group~~The Company has implemented and continues to implement activities, changes and programs that are designed to reduce waste in the manufacturing process; reduce the footprint left behind by its products, processes and employees; increase the ~~recycle ability~~recycling of ~~products through mainstream recycling;~~its products; provide an alternative ~~solution~~solutions to a less environmentally friendly ~~product~~products or ~~application; reduces~~applications; reduce consumption of raw materials, fuel and other energy sources; ~~reduces~~reduce pollutants released through air, water and waste; and ~~improves~~improve the safety and health of employees.

The ~~Company’s latest environmental initiative has been~~Company continues to focus on ~~energy savings.~~its environmental initiative to save energy. In August 2009, the Company became an ~~Energy Star®~~ENERGY STAR® Industrial Partner, which is a voluntary partnership with the USU.S. Environmental Protection Agency (EPA) to improve energy efficiency and fight global warming. Intertape Polymer Group (IPG®) as an ~~Energy Star®~~ENERGY STAR® Industrial Partner joined the fight against global warming by improving the efficiency of its buildings and facilities. ~~Products~~The EPA recognized IPG as a 2014 and ~~buildings~~2015 ENERGY STAR Partner of the Year for strategically managing and improving the energy efficiency in its operating locations. In addition, several IPG facilities have met the EPA’s ENERGY STAR Challenge for Industry, which is to reduce energy intensity by 10% within 5 years. IPG facilities that have ~~earned~~met the ~~Energy Star® designation prevent~~EPA’s ENERGY STAR Challenge for Industry have achieved an average energy intensity reduction of 24%. The reductions have cut greenhouse gas emissions at these IPG’s plants by ~~meeting strict energy efficiency specifications set by~~36,000 metric tons over the ~~government. In 2011 Intertape Polymer Group was recognized for meeting~~past 5 years, which equals the ~~US EPA Energy Star Challenge by improving energy efficiency at commercial~~emissions from the electricity use of 5,000 homes.

The transition of manufacturing operations from IPG’s Columbia, South Carolina facility to IPG’s new Blythewood, South Carolina facility has further enhanced IPG’s environmental stewardship. The Blythewood plant uses non-solvent technologies that do not utilize volatile organic compounds in the manufacturing process and ~~industrial facilities by ten percent or more within five years. Only~~do not generate hazardous waste. Additionally, the ~~efforts~~transition of ~~34 facilities operated by 14 companies were publicly acknowledged for successfully reducing emissions at their~~ manufacturing ~~sites. Intertape was cited for energy efficiency improvements of 29.1%~~operations to the Blythewood plant has resulted in ~~Carbondale, Illinois, 23.4% in Richmond, Kentucky, and 18.3% in Menasha, Wisconsin.~~increased manufacturing efficiencies.

~~Intertape Polymer Group’s~~The Company’s operations are subject to extensive environmental regulation in each of the countries in which it maintains facilities. For example, United States (federal, state and local) and Canadian (federal, provincial and municipal) environmental laws applicable to the Company include statutes and regulations intended toto: (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,~~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.

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 monitor closely its compliance under all the various environmental laws and regulations applicable to the Company. In addition, the Company arranges for the off-site disposal of hazardous substances generated in the ordinary course of its business.

~~Intertape Polymer Group~~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 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 assessments have not revealed any environmental liability ~~that, based on current information,~~other than, or in addition to, the ~~Company believes will have a material adverse effect on~~$2.5 million liability accrued in provisions in the ~~Company.~~Company’s consolidated balance sheet. Nevertheless, 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 that the Company is not aware of. In addition, ongoing clean up 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 the Company’s 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 the Company’s operations, may cause it to incur significant costs and liabilities that could have a material adverse effect on the Company.

Index to Financial Statements

The Company believes that all of 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.

The ~~Company is currently monitoring contamination at its~~new Blythewood plant uses low environmental impact technologies. After the recent closure of the Columbia, South Carolina Plant, its production was relocated to this new plant ~~which~~and other existing Company plants. The reduced environmental impacts from Blythewood plant 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 plant. The transition of manufacturing operations from the Columbia plant to the Blythewood plant has ~~negatively impacted the value of the property.~~ 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 ~~limitations,~~limits, including applicable Maximum Achievable Control Technology (“MACT”) requirements.

~~Intertape Polymer Group~~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 ~~action~~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.

Intertape Polymer Group Inc. is a holding company which owns various operating companies in the United States, 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 United States ~~and international~~ operations.

In an effort to simplify its corporate structure, Intertape Polymer Group has liquidated and dissolved two of its Canadian subsidiaries, ECP L.P. and ECP GP II Inc., and one US subsidiary, Polymer International Corp., effective December 31, 2012. All assets and liabilities of the Canadian entities are now with Intertape Polymer Inc. and all assets and liabilities of Polymer International Corp. are with Intertape Polymer Corp.

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.~~Group Inc.

Index to Financial Statements

~~Location~~

~~Status~~

~~Use~~

~~Products~~

~~Square Feet~~

~~Property~~
~~Size (Acres)~~

~~748 4~~^th ~~Street~~

~~Menasha, Wisconsin 54953~~

~~Owned~~

~~Office~~
~~Building~~

~~N/A~~

~~1 Building – 23,100~~

~~n/a~~

~~333 Bay Street~~

~~Bay Adelaide Centre~~

~~Suite 2900~~

~~Toronto, Ontario M5H 2T4~~

~~Leased~~

~~Office~~

~~N/A~~

~~2000 Enterprise Drive~~⁽²⁾

~~Richmond, Kentucky 40475~~

~~Owned~~

~~Idle~~

~~carton sealing tape,~~
~~masking tape, and~~
~~reinforced tape~~

~~1 Building – 194,000~~

~~35.00~~

~~760 West 1000 North~~⁽²⁾

~~Tremonton, Utah 84337~~

~~Owned~~

~~Manufacturing~~

~~Exlfilm®,~~
~~Stretchflex®~~

~~1 Building – 115,000~~

~~17.00~~

~~50 Abbey Avenue~~⁽²⁾

~~Truro, Nova Scotia~~

~~Owned~~

~~Manufacturing~~

~~engineered fabric~~
~~products and~~
~~Exlfilm®~~

~~1 Building – 306,200~~

~~13.00~~

~~543 Willow Street~~

~~Truro, Nova Scotia~~

~~Leased~~

~~Warehouse~~

~~9942 Currie Davis Dr., Ste 23B~~

~~Tampa, Florida 33619~~

~~Leased~~

~~Assembles tape~~
~~dispensing~~
~~machinery~~

~~2200 North McRoy Drive~~⁽²⁾

~~Carbondale, Illinois 62901~~

~~Owned~~

~~Manufacturing~~

~~Tapes – electrical~~

~~190,324~~

~~1095 S. 4~~^th ~~Avenue~~

~~Brighton, Colorado 80601~~

~~Leased~~

~~Manufacturing~~

~~Film~~

~~Manufacturing &~~
~~Office – 252,940~~

~~Warehouse – 21,450~~

~~1101 Eagle Springs Road~~⁽²⁾

~~Danville, Virginia 24540~~

~~Owned~~

~~Manufacturing~~

~~Carton sealing tape,~~
~~Stretchflex®, acrylic~~
~~coating~~

~~1 Building – 289,195~~

~~26.0~~

~~341 Bullys Street~~

~~Eagle Pass, Texas 78852~~

~~Leased~~

~~Warehouse~~

~~FIBCs~~

~~20,000~~

~~772 Specialists Avenue~~

~~Neenah, Wisconsin 54956~~

~~Leased~~

~~Distribution~~

~~Tapes – water~~
~~activated~~

~~1407 The Boulevard, Suite E~~

~~Rayne, Louisiana 70578~~

~~Leased~~

~~Offices~~

~~N/A~~

~~185 McQueen Street~~

~~West Columbia, South Carolina 29172~~

~~Leased~~

~~Warehouse~~

~~Tapes~~

~~4061 E. Francis Street~~

~~Ontario, California 91761~~

~~Leased~~

~~Warehouse~~
~~and~~
~~Distribution~~

~~Tapes~~

~~Packaging products~~

~~45,630~~

~~9999 Cavendish Blvd., Suite 200~~

~~St. Laurent, Quebec H4M 2X5~~

~~Leased~~

~~Offices~~

~~N/A~~

~~4447 – 46~~^th ~~Avenue~~

~~Calgary, Alberta T2B 2M1~~

~~Leased~~

~~Warehouse~~

Index to Financial Statements

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.

~~Location~~The Company continued to move forward in 2015 on several of its initiatives to improve productivity, increase capacity, and manufacture new products. Capital expenditures for the replacement of machinery and equipment during 2013, 2014, and 2015 totaled $46.8 million, $40.6 million and $34.3 million, respectively. The Company typically relies upon cash flows from operations and funds available under the Revolving Credit Facility to fund capital expenditures. In 2013 and 2014, capital expenditures were also financed in part by an Equipment Finance Agreement, the terms of which are summarized in Item 4.B. above.

The Company has relocated and shut down permanently its Columbia, South Carolina manufacturing facility. In June 2013, the Company acquired property in Blythewood, South Carolina financed by an $8.5 million mortgage with Wells Fargo National Association (in November 2014, the Company prepaid this loan in full with proceeds from the Revolving Credit Facility). As of December 31, 2015, the Company had completed commissioning efforts in relation to the duct tape production line and began limited production and sales of masking tape in Blythewood, South Carolina with the full transfer of masking tape production still expected to be completed in the first half of 2016. Capital expenditures for this project are expected to total approximately $60 million, of which $2.7 million was spent in 2012, $21.8 million in 2013, $24.3 million in 2014, and $7.9 million in 2015. The Company anticipates that the new South Carolina facility will result in a total annual cash savings of $13.0 million with the first full year effect in 2017.

~~Status~~

~~Use~~

~~Products~~

~~Square Feet~~

��

~~Property~~
~~Size (Acres)~~

~~23 Lower Truro Road~~

~~Truro, Nova Scotia B2N 6W4~~

~~Leased~~

~~Warehouse~~

~~Industrieweg 30~~

~~24955 Harrislee~~

~~Germany~~

~~Leased~~

~~Office~~

~~N/A~~

~~Philipp-Reis-Stra Be5~~

~~Flensburg, Germany 24941~~

~~Leased~~

~~Warehouse~~

~~N/A~~

~~Trevino Norte No. 1125~~

~~Pedras Negras, 26080 Coahuila, Mexico~~

~~Leased~~

~~Manufacturing~~

~~Tapes – rewinding~~

~~38,500~~

~~Lugar de Vilares-Barqueiros~~

~~4740-676 Barqueiros BCL~~

~~Barcelos, Portugal~~

~~Owned~~

~~Manufacturing~~
~~and~~
~~Distribution~~

~~Exlfilm®~~

~~35,500~~

~~Business Overview~~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 9, 2016, should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto as of December 31, 2015 and 2014 and for the three-year period ended December 31, 2015 (“Financial 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: (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 ~~was founded~~evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Except where otherwise indicated, all financial information presented in ~~1981~~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 ~~a recognized leader~~expressed in US dollars. Variance, ratio and percentage changes in this MD&A are based on unrounded numbers.

Index to Financial Statements

(In millions of US dollars, except per share amounts, selected ratios, and trading volume information)

Index to Financial Statements

Intertape Polymer Group Inc. operates in the specialty packaging industry in North America. The Company develops, manufactures and sells a variety of paper and film based pressure sensitive and ~~water activated~~water-activated tapes, polyethylene and specialized polyolefin packaging films, woven coated fabrics and complementary packaging systems for industrial ~~use~~ and retail ~~applications. The Company designs its specialty products for aerospace, automotive and industrial applications.~~use. The Company’s ~~tape and film~~ products ~~are sold to a broad range of industrial and specialty distributors, consumer outlets and large end-users in diverse markets. Other tape products include~~primarily consist of: carton sealing tapes, including ~~Intertape™ pressure-sensitive~~pressure sensitive and water-activated tapes; industrial and performance specialty tapes, including ~~paper,~~masking, duct, electrical and reinforced filament tapes; ~~ExIfilm®~~ shrink film; ~~and Stretchflex®~~ stretch ~~wrap. The Company also manufactures engineered coated~~wrap; lumberwrap, structure fabrics and geomembrane fabrics; and non-manufactured flexible intermediate bulk containers (“FIBC”). These products are sold through a variety of industrial and specialty distributors with a focus on sales to the construction and agricultural markets as well as the flexible packaging market.containers.

~~In 2012, the~~The Company reported a 3.8% decrease in revenue ~~of $784.4 million, a decrease of 0.3% compared to $786.7 million~~ for ~~2011. Gross profit totalled $141.0 million in 2012~~the year ended December 31, 2015 as compared to ~~$114.5 million~~the year ended December 31, 2014 and a 2.5% decrease in ~~2011, a 23.2% increase. Sales volume in 2012 decreased approximately 4%~~revenue for the fourth quarter of 2015 as compared to ~~2011~~the fourth quarter of 2014. The decrease in both periods was primarily due to ~~progress made toward reducing~~a decrease in average selling price, including the impact of product mix, partially offset by additional revenue from the Better Packages and TaraTape acquisitions. Both periods in 2015 were impacted negatively by an estimated $9 million of lost sales ~~of low-margin products and~~due to the ~~closure of~~South Carolina Flood (defined later in this document).

Index to Financial Statements

Gross margin increased to 21.5% in the ~~Brantford facility.The primary reasons for the increase~~year ended December 31, 2015 as compared to 20.1% in ~~gross profit during 2012 were:~~

~~Improved pricing environment allowing for~~2014 primarily due to an increase in the spread between selling prices and raw material costs and ~~selling prices;~~

~~Continued success in reducing manufacturing costs;~~

~~Closure~~the favourable impact of the ~~Brantford, Ontario~~Company’s manufacturing ~~facility~~cost reduction programs, partially offset by an unfavourable product mix, an increase in ~~2011;~~manufacturing inefficiencies mainly related to the South Carolina Project and

~~Increased sales~~ the decision to change manufacturing locations of ~~higher~~certain products to meet customers’ demand.

Gross margin ~~products.~~

~~For~~increased to 23.4% in the ~~year ended December 31, 2012, the Company reported net earnings~~fourth quarter of ~~$22.5 million ($0.38 per share basic, $0.37 per share diluted)~~2015 as compared to ~~$9.0 million ($0.15 per share, both basic and diluted)~~18.0% in ~~2011. For~~ the ~~year ended December 31, 2010 the Company reported a net loss~~fourth quarter of ~~$48.5 million (($0.82) per share, both basic and diluted). The significant~~2014 primarily due to an increase in ~~net~~the spread between selling prices and lower raw material costs, a significant improvement in manufacturing performance, the reversal of a 2010 impairment for manufacturing equipment, and the favourable impact of the Company’s manufacturing cost reduction programs, partially offset by an unfavourable product mix, the decision to change manufacturing locations of certain products to meet customers’ demand and the impact of the South Carolina Flood.

Net earnings for the year ended December 31, ~~2012 compared~~2015 increased to ~~2011~~$56.7 million ($0.95 basic earnings per share and $0.93 diluted earnings per share) from $35.8 million ($0.59 basic earnings per share and $0.58 diluted earnings per share) for the same period in 2014. The increase was primarily due to ~~improved~~a decrease in income tax expense and finance costs, and an increase in gross ~~profit as discussed above, partially offset by significantly increased manufacturing facility closure costs.~~

The Company continued its efforts to focus on increasing sales and marketing of higher margin products, which include recently launched products and a portfolio of existing products. Manufacturing cost reduction programs implemented during 2012, which included productivity improvements, waste reduction and energy conservation, totalled more than $17 million.

The Company will continue to focus on developing and selling higher margin products, reducing variable manufacturing costs, executing manufacturing plant rationalization initiatives and optimizing its debt structure. As a result, the Company anticipates the following:

~~Revenue~~Net earnings for ~~the first quarter of 2013 is expected to be greater than~~ the fourth quarter of ~~2012, which is reflective of normal seasonality. Revenue is expected~~2015 increased to ~~be approximately the same or slightly lower than the first quarter of 2012 due to fewer shipping days;~~

~~Gross margin~~$17.5 million ($0.30 basic earnings per share and $0.29 diluted earnings per share) from $6.1 million ($0.10 basic and diluted earnings per share) for ~~the first quarter of 2013 is expected to be similar to~~ the fourth quarter of ~~2012;~~2014. The increase was primarily due to an increase in gross profit and a decrease in income tax expense, partially offset by an increase in selling, general and administrative expenses (“SG&A”) related to an increase in variable compensation expense, and an increase in manufacturing facility closures, restructuring and other related charges primarily associated with the South Carolina Flood.

Adjusted ~~EBITDA~~net earnings (a non-GAAP financial measure as defined and reconciled later in this document) for the ~~first quarter of 2013 is expected~~year ended December 31, 2015 increased to ~~be greater than both~~$58.6 million ($0.98 basic adjusted earnings per share and $0.96 diluted adjusted earnings per share) from $52.4 million ($0.86 basic adjusted earnings per share and $0.84 diluted adjusted earnings per share) for the same period in 2014. Adjusted net earnings increased primarily due to decreases in income tax expense, finance costs and variable compensation expenses, partially offset by a decrease in gross profit, an increase in certain other SG&A expenses, and an increase in research expenses primarily associated with the South Carolina Project (defined later in this document).

Adjusted net earnings for the fourth quarter of ~~2012~~2015 increased to $18.9 million ($0.32 basic adjusted earnings per share and ~~the first quarter of 2012;~~

~~Cash flows~~$0.31 diluted adjusted earnings per share) from ~~operations in the first quarter of 2013 are expected to be lower than~~$11.9 million ($0.20 basic adjusted earnings per share and $0.19 diluted adjusted earnings per share) for the fourth quarter of ~~2012~~2014. Adjusted net earnings increased primarily due to ~~changes~~a decrease in ~~working capital requirements related to:~~income tax and an increase in gross profit, partially offset by an increase in variable compensation expenses.

~~Higher trade receivables resulting from~~Adjusted EBITDA (a non-GAAP financial measure as defined and reconciled later in this document) decreased $1.9 million to $102.0 million for the ~~expected return to a more typical distribution of shipments within the quarter and higher revenue; and~~

~~Payments of amounts expensed in 2012.~~

~~Total debt at March 31, 2013 is expected to be greater than at~~year ended December 31, ~~2012, which is consistent with typical seasonal working capital requirements;~~

~~Cash income taxes paid in 2013 are expected to be less than $2 million. The effective income tax rate may vary significantly~~2015 from ~~historical rates~~$103.9 million for the year ended December 31, 2014, primarily due to the ~~accounting for tax assets~~unfavourable impact of foreign exchange due to the strengthening of the US dollar compared to the Canadian dollar and Euro (“FX impact”), an increase in ~~conjunction~~certain SG&A expenses, and an increase in research expenses primarily associated with the ~~impact of restructuring charges and other adjustments. Such potential variations in rate would, therefore, not necessarily be indicative of future income tax payments;~~

Capital expenditures for 2013, excluding any real estate purchases, are expected to be $33 to $39 million, reflecting planned replacements of machinery and equipment to achieve improved manufacturing efficiencies. Capital expenditures are expected to return to a lower level of $17 to $21 million in 2014;

The remaining $38.7 million Senior Subordinated Notes (“Notes”) outstanding are expected to be redeemed in 2013. In order to retire the Notes and finance capital expenditures, the Company expects to increase borrowings under both its Asset-Based Loan (“ABL”) facility and secured debt equipment finance agreement (“Equipment Finance Agreement”). Furthermore, any real estate purchases are expected to be financed through mortgages;

~~Manufacturing cost reductions are expected to total $16 to $20 million in 2013, which includes $5 million of expected savings related to:~~

~~Closure of the Richmond, Kentucky manufacturing facility; and~~

~~Consolidation of shrink film production from Truro, Nova Scotia to Tremonton, Utah.~~

~~Consistent with prior years, the Company anticipates that some of these cost savings will be~~South Carolina Project, partially offset by ~~other manufacturing costs that are expected~~a decrease in variable compensation expenses.

Adjusted EBITDA increased $3.9 million to ~~increase, such as labor and energy;~~

Over the next two years, the Company plans to relocate and modernize its Columbia, South Carolina manufacturing operations with state-of-the-art equipment in a new facility. A letter of intent has been entered into$24.6 million for the purchase of a manufacturing facility in Blythewood, South Carolina, which is in close proximity to Columbia. This plan, which reflects the Company’s largest single facility improvement in many years, is expected to result in the following:

~~Total annual cash savings in excess of $13 million starting in the first half of 2015 with the first full year effects in 2016;~~

~~Total charge of $32 to $38 million between 2013 and 2015, with $28 to $32 million expected to be recorded in the first quarter of 2013;~~

Of the total charge recorded in the first quarter of 2013, $25 to $27 million relates to non-cash impairment of property, plant and equipment with the remaining $3 to $5 million relating to cash items that will be disbursed over the next two years;

~~Subsequent to the first quarter of 2013, $4 to $6 million of expenses are expected to be recorded and paid over the next two years;~~

~~Total capital expenditures for equipment related to this project are expected to be $26 million, of which $2.7 million was paid for in~~ the fourth quarter of 2015 from $20.6 million for the fourth quarter of 2014. The increase in adjusted EBITDA was primarily due to an increase in gross profit, partially offset by an increase in variable compensation expense.

For the three months and year ended December 31, 2015, the Company repurchased 366,600 and 2,487,188 common shares under its normal course issuer bids (“NCIBs”) for a total purchase price of $4.0 million and $30.0 million, respectively. As of March 9, 2016, the Company repurchased 147,200 shares under the NCIB in 2016 for a total purchase price of $1.7 million.

On August 12, 2015, the Board of Directors amended the Company’s quarterly dividend policy to increase the annualized dividend from $0.48 to $0.52 per share. The Board’s decision to increase the dividend was based on the Company’s strong financial position and positive outlook. The declaration and payment of future dividends, however, are discretionary and will be subject to determination by the Board of Directors each quarter following its review of, among other considerations, the Company’s financial performance and the Company’s legal ability to pay dividends. Since the dividend policy was reinstated in August 2012, ~~$15 to $17~~the Company has paid $73.3 million ~~expected to be~~in cumulative dividends, of which $29.7 million was paid in 2013 and the remainder to be incurred in periods subsequent to 2013. These capital expenditure amounts do not include any real estate investments. This capital expenditure of $15 to $17 million in 2013 is included in the $33 to $39 million total capital expenditures discussed above; and2015.

~~Total cost of the new building and facility improvements is expected to be approximately $13.5 million; and~~

On March ~~6, 2013,~~9, 2016, the ~~Company~~Board of Directors declared a dividend ~~in the amount~~ of ~~US$0.08, under the semi-annual dividend policy. The dividend will be paid~~$0.13 per common share payable on ~~April 10, 2013~~March 21, 2016 to shareholders of record at the close of business on March ~~25, 2013.~~31, 2016.

Index to Financial Statements

On October 4, 2015, the Columbia, South Carolina manufacturing facility was damaged by significant rainfall and subsequent severe flooding (“South Carolina Flood”). The damages sustained were considerable and resulted in the facility being shut down permanently. The Company had planned to shut down this facility by the end of the second quarter of 2016 so this represents a timeline of eight to nine months earlier. Production of duct tape at the new Blythewood, South Carolina facility was not affected by the flooding and was shut down for only two days in order to ensure it was safe for employees to return to work.

The Company, along with its insurers and advisors, continues to assess the damage. The Company believes that it has sufficient property and business interruption insurance coverage, and expects that the losses exceeding the $0.5 million deductible will be substantially covered by those insurance policies.

The shut down of the Columbia, South Carolina facility has impacted the production of several masking tape and stencil products that represented approximately $55 million of total annualized sales. The Company has since taken all reasonable measures to ensure that customers’ needs are met.

Production of masking tape has been relocated to the Company’s other facilities such as the Marysville, Michigan and Blythewood, South Carolina facilities. Any masking tape production temporarily moved to the Marysville, Michigan facility will subsequently be transferred to the Blythewood, South Carolina facility. The transfer of masking tape production to the new Blythewood, South Carolina facility represents an acceleration of the previously announced schedule of the end of the second quarter of 2016. In the fourth quarter of 2015, the Company began commercial production of certain masking tape products in the Blythewood, South Carolina facility but production levels are still not at intended target levels. In addition, the Company is experiencing higher costs of production and transportation in the masking tape production that was moved to the Marysville, Michigan facility. The Company expects that these operating inefficiencies will continue until the end of 2016 as current production levels in the Blythewood, South Carolina facility improve to targeted levels and masking tape products are moved from the Marysville, Michigan facility.

Production of stencil products is in the process of being relocated to other manufacturing facilities. Due mainly to the lead time required to receive and commission new equipment for stencil production, the Company expects ~~to achieve quarterly gross margin~~that production will resume at some point in the ~~range~~second half of ~~18%~~2016. The Company has been mitigating this delay with its customers via outsourcing arrangements.

In the fourth quarter of 2015, the Company recorded $6.5 million of manufacturing facility closures, restructuring and other related charges related to ~~20% during 2013.~~

~~Results of Operations~~the Columbia, South Carolina facility damage to real and personal property as well as subsequent clean-up and idle facility costs. Partially offsetting the charges within the same caption were $5.0 million in initial insurance settlement claim proceeds received in 2015.

The ~~following discussion and analysis of operating results includes adjusted financial~~Company estimates that its results for both the ~~years~~year and fourth quarter of 2015 were negatively impacted by the South Carolina Flood by the following amounts: approximately $9 million of lost sales of masking tape and stencil products, and reductions in gross profit and adjusted EBITDA of approximately $3 million. In addition to the impact of lost sales, the negative impact to gross profit and adjusted EBITDA is due to lost gross profit on lost sales as well as incremental costs from alternative product sourcing, partially offset by the reduction in South Carolina Duplicate Overhead Costs following the unexpected permanent shut down of the Columbia, South Carolina manufacturing facility.

Going forward, the Company expects, but is currently unable to provide a reliable estimate for the amount and timing of, future amounts related to: insurance recoveries, business interruption losses (including, but not limited to, lost sales and temporary alternative sourcing of the Company’s products), site clean-up and environmental remediation costs, and professional fee costs related to the insurance claim process.

The “South Carolina Project” refers to the previously announced relocation and modernization of the Company’s Columbia, South Carolina manufacturing operation. This project involves moving the Company’s duct tape and masking tape production to a new state-of-the-art facility in Blythewood, South Carolina as well as moving flatback tape production to the Company’s existing facility in Marysville, Michigan. “South Carolina Duplicate Overhead Costs” refers to temporary operating cost increases related to operating both plants in South Carolina simultaneously and performing planned actions to mitigate risk associated with new technology, including state-of-the-art equipment, to support the South Carolina Project. “South Carolina Commissioning Revenue Reduction” refers to the sales attributed to the commissioning efforts of the production lines that were accounted for as a reduction of revenue and a corresponding reduction of the cost of the South Carolina Project. In addition, unless otherwise noted, the impact of the South Carolina Commissioning Revenue Reduction on gross profit and capital expenditures is not significant due to the requirement to offset this revenue with the associated cost of sales in the reclassification of the related gross profit as a reduction of the capital expenditures.

Index to Financial Statements

As expected, the Blythewood, South Carolina facility’s duct tape production efficiency continued to improve throughout the fourth quarter of 2015 and was close to reaching targeted performance levels in early 2016. In the second and third quarters of 2015, the Company recorded a $10.5 million South Carolina Commissioning Revenue Reduction attributed to the duct tape commissioning efforts for the year ended December 31, 2012, 2011 and 2010. A reconciliation of the operating results found in the audited consolidated financial statements to the adjusted operating results discussed herein, a non-GAAP financial measure, can be found in the Adjusted Net Earnings (Loss) Reconciliation to Net Earnings (Loss) table set forth below in the section titled Adjusted Net Earnings (Loss).

Included in this Item as well as in the Company’s Management’s Discussion and Analysis, are references to events and circumstances which have influenced the Company’s quarterly operating results presented in the table of Consolidated Quarterly Statements of Earnings (Loss) set forth in the Company’s Management’s Discussion and Analysis.

~~Net earnings~~2015. There was no South Carolina Commissioning Revenue Reduction for ~~2012 were $22.5 million compared to net earnings of $9.0 million for 2011 and net loss of $48.5 million for 2010.~~

~~Improved gross profit as discussed above;~~

Facility closure costs of $18.3 million primarily related to the Richmond, Kentucky manufacturing facility closure and consolidation of shrink film production from Truro, Nova Scotia to Tremonton, Utah;

~~Reduced interest expense; and~~

~~Recognition of an income tax benefit in 2012.~~

~~Gross margin expansion resulting from implemented price increases;~~

~~Increased sales of higher margin products and reduction in sales of low-margin products;~~

~~Manufacturing cost reductions of approximately $17 million; and~~

~~Facility closure costs of $2.9 million, primarily related to the Brantford, Ontario manufacturing facility closure.~~

~~Gross margin compression resulting from raw material cost increases;~~

~~A derecognition of deferred tax assets of $36.7 million, which included a $32.5 million charge~~duct tape product required in the fourth quarter of 2015 as the Company has determined that the commissioning efforts in relation to this production line are complete.

In the fourth quarter of 2015, the Company began limited production and sales of masking tape from the Blythewood, South Carolina facility, with ~~respect~~the full transfer of masking tape production still expected to be completed in the ~~US jurisdiction;~~

~~Facility closure costs~~first half of ~~$3.5~~2016. The Company now considers that the commercialization of the masking tape products being produced in the Blythewood, South Carolina facility is complete, and therefore must continue to focus on the ramp-up in production efficiencies as well as the transfer of certain masking tape production from the Marysville, Michigan facility. In the fourth quarter of 2015, the Company recorded a $0.5 million ~~including $2.9 million~~South Carolina Commissioning Revenue Reduction attributed to masking tape commissioning efforts for the year ended December 31, 2015.

The production ramp-up inefficiencies related to the ~~Brantford, Ontario~~South Carolina Project, net of project savings and excluding South Carolina Duplicate Overhead Costs, resulted in a net negative impact of less than $0.1 million, $0.6 million and $1.9 million on gross profit and adjusted EBITDA for the fourth quarter, third quarter and year ended December 31, 2015, respectively.

South Carolina Duplicate Overhead Costs included in gross profit were approximately nil, $1.3 million and $4.3 million for the fourth quarter, third quarter, and year ended December 31, 2015, respectively. The costs were nil in the fourth quarter of 2015 as a result of the unexpected permanent shut down of the Columbia, South Carolina manufacturing facility ~~closure;~~due to the South Carolina Flood discussed in the section above.

The impact of the South Carolina Project, including both components mentioned above, resulted in a net negative impact of less than $0.1 million, $1.9 million and $6.2 million on gross profit and adjusted EBITDA for the fourth quarter, third quarter and year ended December 31, 2015, respectively. The impact to adjusted EBITDA excludes non-cash South Carolina Duplicate Overhead Costs of nil, nil and $0.4 million for the fourth quarter, third quarter and year ended December 31, 2015, respectively.

The Company’s expectation for cost savings from the South Carolina Project remains unchanged with impacts on gross profit and adjusted EBITDA as follows:

A significant net positive impact is expected in 2016 compared to 2015.

~~Asset impairments~~Management expects that all ramp-up inefficiencies will be resolved by the beginning of ~~$4.0~~2017, thereby resulting in the realization of the full extent of the expected $13 million ~~including $2.9~~annual cost savings.

As of December 31, 2015, capital expenditures for the South Carolina Project since inception totalled $56.8 million. South Carolina Project capital expenditures recorded were $1.9 million and $7.9 million for the fourth quarter and year ended December 31, 2015, respectively. Total capital expenditures for the South Carolina Project from inception to the completion of the project are expected to be approximately $60 million, mainly as a result of additional commissioning efforts.

Better Packages Acquisition

On April 7, 2015, the Company purchased 100% of the issued and outstanding common shares of BP Acquisition Corporation (which wholly-owns a subsidiary, Better Packages, Inc.) (“Better Packages”), a leading supplier of water-activated tape dispensers. The Company expects the Better Packages acquisition to further extend the Company’s product offering and global presence in the rapidly growing e-commerce market. The Company paid a purchase price of $15.9 million in cash. The Company expects that these acquired operations will generate annualized revenue of approximately $18 million and EBITDA margin of over 15% in 2016.

Index to Financial Statements

The impact of the Better Packages acquisition on the Company’s consolidated earnings was as follows (in thousands of US dollars, unaudited):


	Three months ended December 31, 2015		April 7, 2015 through December 31, 2015
	$		$
Revenue		5,476		14,601
Net earnings		639		1,538

TaraTape Acquisition

On November 2, 2015, the Company purchased 100% of the issued and outstanding common shares of RJM Manufacturing, Inc. (doing business as “TaraTape”), a manufacturer of filament and pressure sensitive tapes. The Company expects the acquisition of TaraTape to strengthen the Company’s market position and provide opportunities to realize synergies between $2 and $4 million in additional adjusted EBITDA by the end of 2017. The Company paid a purchase price of $11.0 million. The Company expects that these acquired operations will generate annualized revenue of approximately $20 million and EBITDA margin of slightly below 10% before any synergies in 2016.

The impact of the TaraTape acquisition on the Company’s consolidated earnings was as follows (in thousands of US dollars, unaudited):


	November 2, 2015 through December 31, 2015
	$
Revenue		3,078
Net loss⁽¹⁾		(161	)

⁽¹⁾	The net loss resulting from the TaraTape acquisition includes a non-recurring $0.4 million charge to mark inventory to fair value as required by accounting guidance for business acquisitions.

Outlook

The Company expects gross margin for 2016 to be between 22% and 24% and to reach the upper end of this range by the fourth quarter.

Adjusted EBITDA for 2016 is expected to be $117 to $123 million, excluding the impact of the South Carolina Flood. While South Carolina Flood costs and lost sales are expected to be substantially offset by insurance proceeds, the timing of the recovery of the insurance proceeds is uncertain.

Manufacturing cost reductions for 2016 are expected to be between $8 and $11 million, excluding any cost savings related to the ~~lumber film automatic wrapping machines~~South Carolina Project.

Total capital expenditures for 2016 are expected to be between $55 and ~~related assets.~~

$65 million.

The Company still expects a 25% to 30% effective tax rate for 2016. Cash taxes paid in 2016 are expected to be approximately half of the income tax expense in 2016.

Revenue in the first quarter of 2016 is expected to be similar to the first quarter of 2015.

Gross margin in the first quarter of 2016 is expected to be greater than the first quarter of 2015.

Adjusted EBITDA in the first quarter of 2016 is expected to be greater than the first quarter of 2015.

Index to Financial Statements

Results of Operations

Revenue

Revenue for the year ended December 31, ~~2012 was $784.4~~2015 totalled $781.9 million, a $30.8 million or 3.8% decrease ~~of 0.3% compared to $786.7~~from $812.7 million for the ~~year ended December 31, 2011. Sales volume decreased approximately 4% and~~same period in 2014 primarily due to:

A decrease in average selling ~~prices,~~price, including the impact of product mix, of approximately 6% or $49.2 million due to:

an unfavourable product mix variance primarily in the Company’s tape and woven product categories;

an unfavourable FX impact of approximately $13.3 million; and

lower selling prices mainly driven by lower petroleum-based raw material costs.

The South Carolina Commissioning Revenue Reduction of $11.0 million in 2015 (nil in 2014);

Partially offset by:

Additional revenue of $17.7 million due to the Better Packages and TaraTape acquisitions; and

An increase in sales volume of approximately 1.4% or $11.6 million primarily due to increased ~~approximately 4% in 2012 compared to 2011.~~

demand for the Company’s tape and woven products. The Company ~~closed its Brantford facility in~~believes that the ~~second quarter of 2011. Revenue~~ increased 0.3% in 2012 compared to $781.7 million for 2011 after adjusting for the closure of the Brantford facility. The adjusted selling prices, including the impact of product mix, increased approximately 3% partially offset by the adjusted sales volume decrease of approximately 3%. An improved pricing environment that began in 2011 as well as the reduction in sales of low-margin products were the primary reasons for the increase in selling prices including the impact of product mix. The decrease in sales volume was primarily due to:

growth in e-commerce fulfillment across the carton sealing tape product offerings; and

growth in the building and construction market;

Partially offset by:

a decrease in certain tape product sales due to the ~~progress~~South Carolina Flood.

Embedded in the ~~Company made toward reducing sales of low-margin products partially offset by an~~unfavourable product mix and the increase in sales volume is an estimate of ~~new products.~~approximately $9 million of lost sales due to the impact of the South Carolina Flood.

Revenue for the year ended December 31, ~~2011~~2014 totalled $812.7 million, a $31.2 million or 4.0% increase from $781.5 million for the same period in 2013 primarily due to:

An increase in average selling price, including the impact of product mix, of approximately 3% or $23.3 million due to:

higher prices to manage the spread between selling prices and higher raw material costs; and

a favourable product mix across the Company’s major product categories.

An increase in sales volume of approximately 1% or $7.9 million primarily due to increased ~~9.2% over~~demand in certain woven and tape products.

The Company believes that the increase in woven product demand was primarily driven by:

an increased utilization of the Company’s products within the agro-environmental market; and

growth within the building and construction market.

The increase in the Company’s tape product demand was primarily driven by net growth in demand across both the industrial tape and carton sealing tape product offerings.

Revenue for the fourth quarter of 2015 totalled $195.7 million, a $5.1 million or 2.5% decrease from $200.8 million for the fourth quarter of 2014 primarily due to:

A decrease in average selling price, including the impact of product mix, of approximately 6% or $11.2 million primarily due to:

an unfavourable product mix in the Company’s woven and tape product categories;

lower prices primarily driven by lower petroleum-based raw material costs;

an unfavourable FX impact of approximately $2.8 million; and

A decrease in sales volume of approximately 1.0% or $1.9 million due to a decrease in demand of certain tape products. The Company believes that the decreased sales volume was primarily due to:

a decrease in certain tape product sales due to the South Carolina Flood;

Partially offset by:

growth in e-commerce fulfillment across the carton sealing tape product offerings.

Partially offset by:

Additional revenue of ~~$720.5~~$8.6 million due to the Better Packages and TaraTape acquisitions.

Embedded in the unfavourable product mix and the decrease in sales volume is an estimate of approximately $9 million of lost sales due to the impact of the South Carolina Flood.

Revenue for the fourth quarter of 2015 totalled $195.7 million, a $5.0 million or 2.5% decrease from $200.6 million for the third quarter of 2015 primarily due to:

A decrease in sales volume of approximately 3.8% or $7.8 million primarily due to decreased demand for certain tape and woven products. The Company believes that the decreased sales volume was primarily due to:

a decrease in certain tape product sales due to the South Carolina Flood; and

seasonality in demand for woven products;

Partially offset by:

growth in e-commerce fulfillment across the carton sealing tape product offerings.

Index to Financial Statements

A decrease in average selling price, including the impact of product mix, of approximately 3% or $6.0 million due to:

an unfavourable product mix variance primarily in the Company’s tape products;

lower selling prices mainly driven by lower petroleum-based raw material costs.

Partially offset by:

A decrease in the South Carolina Commissioning Revenue Reduction of $5.1 million; and

Additional revenue of $3.8 million from the TaraTape and Better Packages acquisitions.

Embedded in the decrease in sales volume and the unfavourable product mix is an estimate of approximately $9 million of lost sales due to the impact of the South Carolina Flood.

Gross Profit and Gross Margin

Gross profit totalled $168.0 million for the year ended December 31, ~~2010. Selling prices, including~~2015, a $4.4 million or 2.7% increase from $163.6 million for the ~~impact of product mix,~~same period in 2014. Gross margin was 21.5% in 2015 and 20.1% in 2014.

Gross profit increased approximately 13% and sales volume decreased approximately 4% in 2011 compared to 2010. The sales volume decrease was primarily due to the reduction in sales of low-margin products and the closure of the Brantford facility. The increase in selling prices, including the impact of product mix, was primarily due to an ~~improved pricing environment that began~~increase in the ~~second quarter~~spread between selling prices and lower raw material costs, the favourable impact of ~~2011 as well as improved mix~~the Company’s manufacturing cost reduction programs and additional gross profit from ~~reduction in sales of low-margin products.~~

~~The Company’s revenue for~~ the fourth quarter of 2012 was $189.3 million, a 3.4% increase compared to $183.0 million for the fourth quarter of 2011. Sales volume for the fourth quarter of 2012 increased approximately 6% compared to the fourth quarter of 2011 primarily due to increased demand for tape productsBetter Packages acquisition. These favourable items were partially offset by ~~decreased demand for other products. Selling prices, including the impact of~~an unfavourable product mix ~~decreased approximately 3% in the fourth quarter of 2012 compared to the fourth quarter of 2011 primarily due to a shift in the mix of products sold.~~

The Company’s revenue for the fourth quarter of 2012 was $189.3 million, a 4.6% decrease compared to $198.5 million for the third quarter of 2012. Sales volume for the fourth quarter of 2012 decreased approximately 3% compared to the third quarter of 2012 primarily due to normal seasonality. Selling prices, including thevariance, an unfavourable FX impact ~~of product mix, decreased approximately 2% in the fourth quarter of 2012 compared to the third quarter of 2012 primarily due to a shift in the mix of products sold.~~

~~Gross Profit~~ and ~~Gross Margin~~

Gross profit totalled $141.0 million for 2012, an increase of 23.2% from 2011. Gross margin was 18.0% in 2012 and 14.6% in 2011. The increase in gross profit in 2012 compared to 2011 was primarily due to an improved pricing environment, manufacturing cost reductions, increase in sales of higher margin products, and the closure of the Brantford, Ontario manufacturing facility in 2011 partially offset by lower sales volumes. The increase in gross margin in 2012 compared to 2011 was primarily due to manufacturing cost reductions, an increase in ~~sales of higher margin products, an improved pricing environment and the progress made toward reducing sales of low-margin products.~~

~~Gross profit totalled $114.5 million~~manufacturing inefficiencies mainly in 2011, an increase of 35.8% from $84.3 million gross profit for 2010. Gross margin was 11.7% in 2010. Gross profit and gross margin increased in 2011 over 2010 primarily due to increased selling prices, improved product mix and manufacturing cost reductions, partially offset by lower sales volume.

Gross profit totalled $35.3 million in the fourth quarter of 2012, an increase of 28.0% from $27.6 million in the fourth quarter of 2011. Gross margin was 18.7% in the fourth quarter of 2012 and 15.1% in the fourth quarter of 2011. As comparedrelation to the ~~fourth quarter of 2011, gross profit and gross~~South Carolina Project.

Gross margin increased primarily due to an ~~improved pricing environment~~increase in the spread between selling prices and raw material costs and the favourable impact of the Company’s manufacturing cost ~~reductions.~~

~~Selling, General,~~reduction programs, partially offset by an unfavourable product mix, an increase in manufacturing inefficiencies mainly related to the South Carolina Project and ~~Administrative Expenses~~

~~Selling, general and administrative expenses (“SG&A”) for~~ the ~~year ended December 31, 2012 was $79.1 million compared~~decision to ~~$77.0~~change manufacturing locations of certain products to meet customers’ demand.

Gross profit totalled $163.6 million for the year ended December 31, ~~2011. As~~2014, a ~~percentage~~$5.1 million or 3.2% increase from $158.5 million for the year ended December 31, 2013. Gross margin was 20.1% in 2014 and 20.3% in 2013.

Gross profit in 2014 compared to 2013 increased primarily due to an increase in the spread between selling prices and higher raw material costs, net manufacturing cost reductions and an increase in sales volume. The increase was partially offset by approximately $3.5 million of ~~revenue,~~South Carolina Duplicate Overhead Costs, of which $0.7 million are non-cash charges and did not impact adjusted EBITDA, a total of $1.6 million related to the non-cash Brantford Pension Charge and an unfavourable product mix variance. The “Brantford Pension Charge” refers to a charge recorded in the third and fourth quarters of 2014 related to the settlement of the former Brantford, Ontario manufacturing facility pension plan.

Gross margin decreased in 2014 compared to 2013 primarily due to the South Carolina Duplicate Overhead Costs, an unfavourable product mix variance and the non-cash Brantford Pension Charge, partially offset by an increase in the spread between selling prices and higher raw material costs and net manufacturing cost reductions.

Gross profit totalled $45.8 million for the fourth quarter of 2015, a $9.6 million or 26.4% increase from $36.2 million for the fourth quarter of 2014. Gross margin was 23.4% in the fourth quarter of 2015 and 18.0% in the fourth quarter of 2014.

Gross profit increased primarily due to an increase in spread between selling prices and lower raw material costs, a significant improvement in manufacturing performance, the reversal of a 2010 impairment for manufacturing equipment of $2.7 million, the favourable impact of the Company’s manufacturing cost reduction programs and additional gross profit from the Better Packages acquisition. These favourable items were partially offset by an unfavourable product mix variance, the decision to change manufacturing locations of certain products to meet customers’ demand and the impact of the South Carolina Flood.

Gross margin increased primarily due to an increase in spread between selling prices and lower raw material costs, a significant improvement in manufacturing performance, the reversal of a 2010 impairment for manufacturing equipment of $2.7 million, and the favourable impact of the Company’s manufacturing cost reduction programs, partially offset by an unfavourable product mix, the decision to change manufacturing locations of certain products to meet customers’ demand and the impact of the South Carolina Flood.

Index to Financial Statements

Gross profit totalled $45.8 million for the fourth quarter of 2015, a $3.0 million or 7.0% increase from $42.8 million for the third quarter of 2015. Gross margin was 23.4% in the fourth quarter of 2015 and 21.3% in the third quarter of 2015.

Gross profit increased primarily due to an increase in manufacturing efficiencies including the operational improvements realized in the Blythewood, South Carolina facility, the reversal of a 2010 impairment for manufacturing equipment of $2.7 million and an increase in spread between selling prices and lower raw material costs, partially offset by an unfavourable product mix, the impact of the South Carolina Flood and a decrease in sales volume.

Gross margin increased primarily due to an increase in manufacturing efficiencies including the operational improvements realized in the Blythewood, South Carolina facility, the reversal of a 2010 impairment for manufacturing equipment of $2.7 million and an increase in the spread between selling prices and raw material costs, partially offset by an unfavourable product mix and the impact of the South Carolina Flood.

Selling, General and Administrative Expenses

SG&A totalled $84.1 million for the year ended December 31, 2015, a $1.9 million or 2.3% decrease from $86.0 million for the year ended December 31, 2014. The decrease in SG&A was ~~10.1% and 9.8% for the years ended December 31, 2012 and 2011, respectively. The increase of $2.2 million~~primarily due to a decrease in ~~2012 compared~~stock-based compensation mainly related to ~~2011 was primarily the result of higher~~a reduction in stock appreciation rights (“SARs”) expense, a decrease in variable compensation expense ~~related~~due to ~~higher profitability, higher stock-based compensation expense~~lower expected annual payment amounts and ~~increased professional fees,~~a favourable FX impact. These decreases were partially offset by the ~~non-recurrence~~Better Packages and TaraTape acquisitions and an increase in employee costs, including health related costs. The increase in employee costs was primarily to support the expected growth of the ~~settlement of a lawsuit.~~business.

SG&A for the year ended December 31, ~~2011 was $77.0~~2014 totalled $86.0 million, ~~compared to $73.3~~a $3.3 million or 4.0% increase from $82.7 million for the year ended December 31, ~~2010.~~ 2013. The increase in SG&A in 2014 compared to 2013 was primarily due to (i) an increase in stock compensation expense primarily due to new grants awarded during 2014, (ii) an increase in the expense associated with credit insurance coverage commencing for accounts receivable in the fourth quarter of 2013, (iii) the non-recurrence of a bad debt recovery recorded in 2013, and (iv) an increase in professional fees. The increase was partially offset by a decrease due to the non-recurrence of a provision with respect to the resolution of a contingent liability recorded in 2013.

As a percentage of revenue, SG&A ~~was 10.2%~~expenses represented 10.8%, 10.6%, and 10.6% for 2015, 2014 and 2013, respectively.

SG&A for the ~~year ended December 31, 2010. The~~fourth quarter of 2015 totalled $25.8 million, a $2.5 million or 9.7% increase ~~of $3.7 million in 2011 compared to 2010 was primarily the result of higher selling expenses and other compensation costs related to higher revenue and profitability and the settlement of a lawsuit.~~

~~SG&A totalled $20.8~~from $23.3 million for the fourth quarter of ~~2012 compared~~2014. The increase in SG&A was primarily due to ~~$18.4~~an increase in variable compensation expense and the Better Packages and TaraTape acquisitions.

SG&A for the fourth quarter of 2015 increased $7.8 million or 30.2% from $17.9 million in the third quarter of 2015, primarily due to an increase in variable compensation expense and stock-based compensation mainly related to an increase in SARs expense in the fourth quarter of ~~2011. As a percentage of revenue, SG&A was 11.0% and 10.1% for~~2015, partially offset by the fourth quarter of 2012 and the fourth quarter of 2011, respectively. SG&A was $2.4 million higher in the fourth quarter of 2012 compared to the fourth quarter of 2011 primarily due to higher stock-based compensation, severance and professional fees related to managerial reporting enhancements.

~~Research Expenses~~

~~Research remains an important aspect~~gain on disposal of the Company’s ~~strategy. As a percentage~~former executive headquarters in Bradenton, Florida recognized in the third quarter of ~~revenue, research expenses represented 0.8%, 0.8%, 0.9% for the years ended December 31, 2012, 2011 and 2010, respectively.~~ 2015.

Research Expenses

The Company continues to focus its research efforts on potential new products, technology, manufacturing processes and formulations for existing products. Research expenses totalled $9.5 million for the year ended December 31, 2015, a $1.6 million or 20.1% increase from $7.9 million for the year ended December 31, 2014. Research expenses for the year ended December 31, 2014 increased $1.0 million or 14.1% from $6.9 million for the year ended December 31, 2013.

Research expenses for the fourth quarter of 2015 totalled $2.8 million, a $0.4 million or 16.9% increase from $2.4 million for the fourth quarter of 2014, and a $0.3 million or 10.1% increase from $2.5 million for the third quarter of 2015.

The increases in all periods were primarily due to ongoing efforts to support the South Carolina Project and other manufacturing cost reduction programs.

As a percentage of revenue, research expenses represented ~~0.8% for the fourth quarter of 2012~~1.2%, 1.0%, and 0.9% for ~~the fourth quarter of 2011.~~2015, 2014 and 2013, respectively.

Index to Financial Statements

Manufacturing Facility Closures, Restructuring and Other Related Charges

~~As announced on June 26, 2012,~~Manufacturing facility closures, restructuring and other related charges totalled $3.7 million for the ~~Company ceased production at its~~year ended December 31, 2015, a $1.3 million decrease from $4.9 million for the year ended December 31, 2014. The decrease was primarily due to the non-recurrence of $1.0 million and $0.7 million in charges related to the closure of the Richmond, Kentucky manufacturing ~~operation~~facility and the relocation of the Langley, British Columbia manufacturing facility to Delta, British Columbia, respectively. The charges recorded in 2015 are primarily related to the South Carolina Project of $1.5 million and the South Carolina Flood of $1.5 million. The South Carolina Project costs primarily include workforce retention and idle facility costs, partially offset by a reversal of impairment on equipment. The South Carolina Flood charges of $1.5 million primarily relate to a total of $6.5 million of damaged inventory, clean-up and idle facility costs and impaired property, plant and equipment, partially offset by initial insurance settlement claim proceeds of $5.0 million.

Manufacturing facility closures, restructuring and other related charges for the year ended December 31, 2014 totalled $4.9 million, a $25.8 million decrease from $30.7 million for the year ended December 31, 2013, primarily due to a $3.2 million charge recorded in 2014 as compared to a $27.9 million charge recorded in 2013 for the South Carolina Project. The charges recorded in 2014 are primarily related to equipment relocation and workforce retention costs. The charges recorded in 2013 are primarily related to the impairment of property, plant and equipment upon the announcement of the South Carolina Project, and related environmental remediation and accrued workforce retention costs.

Manufacturing facility closures, restructuring and other related charges for the fourth quarter of 2012. North America shrink film production was consolidated in Tremonton, Utah and the production of shrink film in Truro, Nova Scotia ceased in the first quarter of 2013. The Truro facility will continue to manufacture woven products. Other smaller initiatives included the closure of the manufacturing operation in Piedras Negras, Mexico in2015 totalled $2.7 million, a $1.7 million increase from $1.0 million for the fourth quarter of ~~2012. Total costs incurred were $17.2 million, $3.0 million and nil for~~2014, primarily due to the ~~full year ended December 31, 2012, fourth quarter of 2012 and fourth quarter of 2011, respectively. The $17.2 million charge consists of $3.0~~$1.5 million of ~~cash items, and~~charges relating to the ~~remainder is non-cash~~South Carolina Flood discussed above. The charges primarily related to property, plant and equipment impairments. The Company anticipates that additional costs of approximately $1.4 million will be recorded in subsequent periods, of which $1.2 million is expected to be incurred in the first half of 2013 and the remainder in the second half of 2013. Total capital expenditures related to these initiatives are expected to be approximately $1.5 million. These initiatives are expected to optimize the Company’s manufacturing footprint while generating significant annual savings and maintaining operating capacity to position the Company for future profitable growth.

~~The Brantford, Ontario facility was shut down in the second quarter of 2011. The decision to close the facility was made at the end of 2010 and a charge of $2.9 million was~~ recorded in the fourth quarter of ~~2010. The $2.9 million charge was~~2014 are primarily related to ~~employee severance~~equipment relocation and ~~inventory write-downs. In 2011, $3.0 million was recorded for additional severance,~~workforce retention ~~incentives, equipment transfers~~costs.

Manufacturing facility closures, restructuring and other ~~costs~~ related to this facility closure. Total costs incurred during the full year ended December 31, 2012 related to this facility closure were $1.1 million. Facility closure costs were $0.2 million and $0.4 million during the fourth quarter of 2012 and the fourth quarter of 2011, respectively. In January 2013, the Company sold the Brantford, Ontario facility and received net proceeds of $1.6 million.

The Hawkesbury manufacturing operations were shut down at the end of 2009. Asset impairments of $0.7 million were recorded in 2010 on remaining assets that were not sold as of December 31, 2010. The remaining assets were sold in 2011 and the Company recovered $0.2 million of the asset impairment charge.

~~Operating Profit~~

Operating profit for 2012 amounted to $37.4 million compared to $28.4 million for 2011. The increase of $9.0 million in 2012 over 2011 was primarily the result of higher gross profit related to an improved pricing environment and manufacturing cost reductions partially offset by lower volumes.

Operating profit for 2011 amounted to $28.4 million compared to $1.2 million for 2010. The increase of $27.2 million in 2011 over 2010 was primarily the result of gross profit improvement related to price increases implemented in 2011 to offset increases in raw material costs that compressed gross profit in 2010. The increase in gross profit in 2011 was partially offset by higher selling expenses and other compensation costs related to higher revenue and profitability and the settlement of a lawsuit.

~~The Company’s operating profit~~charges for the fourth quarter of ~~2012~~2015 totalled $2.7 million, a $2.5 million increase from $0.2 million for the third quarter of 2015, primarily due to charges associated with the South Carolina Flood. The charges recorded in the third quarter of 2015 are primarily related to idle facility, workforce retention, and equipment relocation costs, partially offset by a reversal of impairment on equipment.

Finance Costs

Finance costs totalled $3.2 million for the year ended December 31, 2015, a $3.0 million or 48.7% decrease from $6.2 million for the year ended December 31, 2014. The decrease was ~~$9.8 million~~primarily due to (i) foreign exchange gains in 2015, compared to foreign exchange losses in 2014 and (ii) a decrease in debt issue costs expensed in 2015 as a result of replacing the Company’s $200 million asset-based loan facility (“ABL facility”) with a new five-year $300 million revolving credit facility (“Revolving Credit Facility”) and the prepayment of certain other debt in 2014.

Finance costs for the year ended December 31, 2014 totalled $6.2 million, a $0.5 million or 7.4% decrease from $6.7 million for the year ended December 31, 2013, primarily due to (i) lower interest expense as a result of a lower average cost of debt and a lower average amount of debt outstanding and (ii) an ~~operating profit~~increase in capitalized interest. These changes were partially offset by an increase in debt issue cost expensed as a result of ~~$7.2~~replacing the ABL facility with the Revolving Credit Facility and the prepayment of certain other debt in the fourth quarter of 2014, as well as an increase in foreign exchange losses.

Finance costs for the fourth quarter of 2015 totalled $1.5 million, a $0.9 million or 37.2% decrease from $2.5 million for the fourth quarter of ~~2011.~~2014. The ~~2012 improvement was primarily due to higher gross profit offset by higher manufacturing facility closure costs.~~

~~Interest~~

~~Interest expense for 2012 totalled $13.2 million; a $2.1 million or 13.9%~~ decrease from $15.4 million of interest expense for 2011, primarily due to lower average debt levels resulting from improved free cash flows. Also, the average cost of debt decreased as the Company took the following actions:

~~On February 1, 2012, the Company entered into an amendment to its ABL facility extending its maturity date to February 2017, and generally providing more flexibility to the Company;~~

~~On August 1, 2012, the Company redeemed, at par value, the aggregate principal amount of $25.0 million of its outstanding Notes due August 2014;~~

On August 14, 2012, the Company entered into an Equipment Finance Agreement with a lifetime and maximum funding amount of $24.0 million with the final funding to occur by December 31, 2013. The terms of the arrangement include multiple individual finance leases, each of which will have a term of 60 months and a fixed interest rate;

~~On November 1, 2012, the Company entered into a ten-year real estate secured term loan (“Real Estate Loan”) in the amount of $16.6 million; and~~

~~On December 13, 2012, the Company redeemed, at par value, the aggregate principal amount of $55.0 million of its outstanding Notes due August 2014.~~

~~The decrease in interest expense was partially offset by $0.9 million of debt issue costs expensed as a result of the Note redemptions.~~

~~Interest expense was $15.4 million and $15.7 million for the years ended December 31, 2011 and 2010, respectively. The decrease in interest expense from 2010 to 2011~~ was primarily due to the ~~expiration~~write off of debt issue costs related to the ABL facility that was paid in ~~September 2011 of the interest rate swap agreement and partially due to a lower average level of ABL borrowings.~~

~~Interest expense for~~full during the fourth quarter of ~~2012 totalled $3.1 million, a $0.5 million or 14.0% decrease from $3.7 million for the fourth quarter of 2011, primarily due to~~2014 and lower average debt levels resulting from the redemptions of Notes on August 1, 2012 of $25.0 million and on December 13, 2012 of $55.0 million as well as the prepayment on October 16, 2012 of the mortgage on the Company’s Danville, Virginia facility. These decreases were partially offset by $0.6 million of debt issue costs expensedinterest expense as a result of ~~the Note redemption on December 13, 2012.~~a lower average cost of debt.

~~Other (Income) Expense~~

~~Other expense~~Finance costs increased $1.3 million or 474% from $0.3 million for the ~~year ended December 31, 2012 was $1.3 million compared to $2.2 million for 2011, a decrease~~third quarter of ~~$0.9 million.~~2015. The ~~decrease of $0.9 million in 2012 compared to 2011 was primarily due to lower foreign exchange losses in 2012.~~

~~Other expense for the year ended December 31, 2010 was $0.9 million. The~~ increase ~~of $1.3 million in 2011 compared to 2010~~ was primarily due to foreign exchange losses in ~~2011.~~

~~Other expense was $0.4 million for both~~ the fourth quarter of ~~2012 and~~2015, compared to foreign exchange gains during the ~~fourth~~third quarter of ~~2011. In both periods, the amounts primarily consisted of fees related to the unused portion of the ABL facility and losses on the disposal of property, plant and equipment.~~2015.

Income Taxes

The Company is subject to income taxation in multiple tax jurisdictions around the world. Accordingly, the Company’s effective ~~income~~ tax rate fluctuates depending upon the geographic source of its earnings. The Company’s effective ~~income~~ tax rate is also impacted by tax planning strategies that the Company implements. ~~The effective~~Income tax expense is recognized in each interim period based on the best estimate of the weighted average annual income tax rate expected for ~~2012 was 1.6% compared~~the full financial year.

Index to 17.7% for 2011. TheFinancial Statements

Below is a table reflecting the calculation of the Company’s effective tax rate ~~for the year ended December 31, 2010 was negative 217%.~~ (in millions of US dollars):


	Three months ended December 31,						Year ended December 31,
	2015			2014			2015			2014			2013
	$			$			$			$			$
Income tax (benefit) expense		(4.4	)		1.1			11.0			22.9			(35.8	)
Earnings before income tax (benefit) expense		13.1			7.2			67.7			58.7			31.6
Effective tax rate		-34.0	%		15.8	%		16.2	%		39.0	%		-113.5	%

The decrease in the effective tax rate ~~in the year ended December 31, 2012~~for 2015 compared to ~~the year ended December 31, 2011 was~~2014 is primarily due to ~~increased~~a favourable change in the mix of earnings inbetween jurisdictions ~~with lower effective tax rates~~ and the ~~benefit received from the ability to utilize certain US alternative minimum~~recognition of previously derecognized Canadian deferred tax (“AMT”) net operating losses without limitation. The AMT benefit was the result of a refund of $1.2 million of AMT recorded in 2012. Approximately $0.5 million was received in 2012, and $0.7 million is expected to be received in 2013.assets. The increase in the effective tax rate infor 2014 compared to 2013 is primarily due to (i) the non-recurrence of the $43.0 million tax benefit recorded during the year ended December 31, ~~2011 compared~~2013 to recognize the previously derecognized US deferred tax assets, (ii) the partial utilization of such deferred tax assets during the year ended December 31, ~~2010 was primarily due to~~2014, and (iii) the ~~derecognition~~upfront tax expense incurred in connection with the reorganization of ~~$36.7 million~~the capital structure of ~~deferred tax assets in 2010 and improved earnings in 2011.~~

several of the Company’s legal entities during the year ended December 31, 2014.

~~The effective tax rate was 8.7% in the fourth quarter of 2012 and 24.5% in the fourth quarter of 2011.~~ As compared to the fourth quarter of ~~2011,~~2014, the effective tax rate for the fourth quarter of 2015 decreased primarily due to the ~~non-recurrence~~recognition of ~~expense recorded in~~previously derecognized Canadian deferred tax assets.

Net Earnings

Net earnings totalled $56.7 million for the ~~fourth quarter of 2011 related~~year ended December 31 2015, a $20.8 million increase from $35.8 million for the year ended December 31, 2014, primarily due to the ~~reduction in~~recognition of previously derecognized Canadian deferred tax assets, ~~due to changes~~a decrease in ~~applicable future tax rates combined with~~finance costs, and an increase in earnings in the fourth quarter of 2012 in jurisdictions with lower effective tax rates. These decreases were partially offset by tax expense recorded in the fourth quarter of 2012 related to stock options exercised during 2012.

In assessing the recoverability of deferred tax assets, the Company’s 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. In accordance with GAAP, this determination is based on quantitative and qualitative assessments by the Company’s 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. However, GAAP places a significant weight on the Company’s historical financial performance when making such a determination. Accordingly, the expectation of generating taxable income in future periods may not be sufficient to overcome the negative presumption associated with historical and cumulative operational losses.

As of December 31, 2012, the Company has $49.6 million (CDN$49.3 million) of Canadian operating loss carry-forwards expiring in 2014 through 2032, including $25.9 million (CDN$25.8 million) which has been derecognized, and $140.0 million of US federal and state operating losses expiring in 2021 through 2031, $66.7 million of which have been derecognized.

~~Net Earnings (Loss)~~gross profit.

Net earnings for the year ended December 31, ~~2012~~2014 totalled ~~$22.5~~$35.8 million, ~~compared to net earnings of $9.0~~a $31.5 million decrease from $67.4 million for the year ended December 31, ~~2011.~~2013, primarily due to the non-recurrence of the $43.0 million tax benefit recorded during the year ended December 31, 2013 to recognize the previously derecognized US deferred tax assets and the partial utilization of such deferred tax assets during the year ended December 31, 2014. The ~~increase~~decrease was partially offset by higher manufacturing facility closures, restructuring and other related charges recorded in the first quarter of 2013 when the South Carolina Project was announced.

Net earnings for the ~~year ended 2012 compared to 2011 was~~fourth quarter of 2015 totalled $17.5 million, a $11.4 million increase from $6.1 million for the fourth quarter of 2014, primarily due to an increase in gross profit and the recognition of previously derecognized Canadian deferred tax assets, partially offset by an increase in SG&A, and an increase in manufacturing facility ~~closure costs,~~closures, restructuring and other related charges ~~previously discussed.~~

~~Net loss for the year ended December 31, 2010 was $48.5 million. The increase in earnings for 2011 compared to 2010 was~~ primarily ~~due~~related to the ~~derecognition of $36.7 million of deferred tax assets in 2010 and increased revenue and gross margin in 2011.~~South Carolina Flood.

Net earnings for the fourth quarter of ~~2012 were $5.7~~2015 increased $1.8 million ~~compared to net earnings of $2.3~~from $15.7 million infor the ~~fourth~~third quarter of ~~2011. The increase in earnings for the fourth quarter of 2012 compared to the fourth quarter of 2011 was~~2015, primarily due to ~~higher~~the recognition of previously derecognized Canadian deferred tax assets and an increase in gross profit, partially offset by ~~higher~~increases in SG&A, manufacturing facility ~~closure costs,~~closures, restructuring and other related charges ~~previously discussed.~~and finance costs.

Non-GAAP Financial Measures

This ~~Item~~MD&A contains certain non-GAAP financial measures as defined under applicable securities legislation, including EBITDA, adjusted EBITDA, adjusted net earnings (loss) ~~and~~, adjusted earnings (loss) per ~~share.~~share, leverage ratio and free cash flows (please see the “Cash Flows” section below for a description and reconciliation of free cash flows). The Company believes such non-GAAP financial measures improve the period-to-period comparability of the Company’s results by providing more insight into the performance of ongoing core business operations. As 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 financial measures to their most ~~closely applicable~~directly comparable GAAP financial measures set forth below and should consider non-GAAP financial measures 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.

~~The Company’s definition of adjusted EBITDA has recently changed~~

Index to exclude the impact of stock-based compensation expense. All historical adjusted EBITDA information presented has been updated to conform to the new definition.
Financial Statements

Adjusted Net Earnings (Loss)

A reconciliation of the Company’s adjusted net earnings (loss), a non-GAAP financial measure, to ~~GAAP~~ net earnings (loss), 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 net earnings (loss) as determined by GAAP. The Company defines adjusted net earnings (loss) as net earnings (loss) before (i) manufacturing facility closures, restructuring and other related charges; (ii) stock-based compensation ~~expense;~~expense (benefit); (iii) impairment of goodwill; (iv) impairment (reversal of impairment) of long-lived assets and other assets; (v) write-down on assets classified as held-for-sale; (vi) (gain) loss on disposal of property, plant and equipment; (vii) other

discrete items as ~~disclosed;~~shown in the table below; and ~~(vii)~~(viii) the income tax effect of 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 net earnings (loss) 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 ~~permits~~allows investors to make a more meaningful comparison of the Company’s performance between periods ~~presented.~~presented by excluding certain non-cash expenses and non-recurring expenses. In addition, adjusted net earnings (loss) is used by ~~Management~~management in evaluating the Company’s performance because it believes that it ~~provides~~allows management to make a more ~~accurate indicator~~meaningful comparison of the Company’s ~~performance.~~performance between periods presented by excluding certain non-cash expenses and non-recurring expenses.

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 earnings (loss) 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 earnings (loss) 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 ~~permits~~allows investors to make a more meaningful comparison of the Company’s performance between periods ~~presented.~~presented by excluding certain non-cash expenses and non-recurring expenses. In addition, adjusted earnings (loss) per share is used by ~~Management~~management in evaluating the Company’s performance because it believes that it ~~provides~~allows management to make a more ~~accurate indicator~~meaningful comparison of the Company’s ~~performance.~~performance between periods presented by excluding certain non-cash expenses and non-recurring expenses.

~~ADJUSTED NET EARNINGS (LOSS) RECONCILIATION TO NET EARNINGS (LOSS)~~

Index to Financial Statements

Adjusted Net Earnings Reconciliation to Net Earnings

(inIn millions of US dollars, except per share amounts and share numbers)

(Unaudited)


	Three months ended December 31,					Year ended December 31,								Three months ended December 31,						Year ended December 31,
	2012			2011		2012			2011		2010			2015			2014			2015			2014			2013
	$			$		$			$		$			$			$			$			$			$
Net earnings (loss)		5.7			2.3		22.5			9.0		(48.5	)
Add back:
Manufacturing facility closures, restructuring, and other related charges		3.2			0.4		18.3			2.9		3.5
Net earnings															17.5			6.1			56.7			35.8			67.4
Manufacturing facility closures, restructuring and other related charges															2.7			1.0			3.7			4.9			30.7
Stock-based compensation expense		0.9			0.2		1.8			0.8		0.8			2.3			3.0			3.2			6.2			4.9
ITI litigation settlement		—			—		—			1.0		—
Less: income tax expense		(0.5	)		—		(1.6	)		—		—
(Reversal of impairment) impairment of long-lived assets and other assets															(5.8	)		0.1			(5.8	)		0.1			0.2
(Gain) loss on disposals of property, plant and equipment															0.2			(0.0	)		(0.8	)		(0.1	)		0.1
Other Item: Provision related to the resolution of a contingent liability															—			—			—			—			1.3
Other Item: Brantford Pension Charge															—			0.3			—			1.6			—
Income tax effect of these items															2.0			1.6			1.6			3.8			(1.1	)

Adjusted net earnings (loss)		9.3			2.9		41.0			13.6		(44.2	)
Adjusted net earnings															18.9			11.9			58.6			52.4			103.4


Earnings (loss) per share
Earnings per share

Basic		0.10			0.04		0.38			0.15		(0.82	)		0.30			0.10			0.95			0.59			1.12
Diluted		0.09			0.04		0.37			0.15		(0.82	)		0.29			0.10			0.93			0.58			1.09

Adjusted earnings (loss) per share
Adjusted earnings per share

Basic		0.16			0.05		0.69			0.23		(0.75	)		0.32			0.20			0.98			0.86			1.71
Diluted		0.15			0.05		0.68			0.23		(0.75	)		0.31			0.19			0.96			0.84			1.68

Weighted average number of common shares outstanding

Basic		59,316,858			58,961,050		59,072,407			58,961,050		58,961,050			58,802,897			60,427,043			59,690,968			60,718,776			60,379,533
Diluted		61,036,145			59,526,474		60,629,136			59,099,198		58,961,050			60,316,201			62,307,696			61,110,633			62,060,923			61,632,652

Adjusted net earnings ~~amounted to $41.7~~totalled $58.6 million for the year ended December 31, ~~2012 compared to adjusted net earnings of $13.6~~2015, a $6.2 million ~~for 2011. Adjusted net earnings were $28.1~~increase from $52.4 million ~~higher in the year ended December 31, 2012 compared to the year ended December 31, 2011 primarily due to higher gross profit, lower finance costs and lower income tax expense, as discussed above.~~

~~Adjusted net loss~~ for the year ended December 31, ~~2010 was $44.2 million. The~~2014, primarily due to the recognition of previously derecognized Canadian deferred tax assets and decreases in finance costs and variable compensation expenses, partially offset by a decrease in gross profit, an increase ~~of $57.9~~in certain other SG&A expenses, and an increase in research expenses primarily associated with the South Carolina Project.

Adjusted net earnings totalled $52.4 million infor the year ended December 31, ~~2011 over~~2014, a $51.0 million decrease from $103.4 million for the year ended December 31, ~~2010 was~~2013, primarily due to the ~~result~~non-recurrence of ~~a derecognition of $36.7~~the $43.0 million oftax benefit recorded during the year ended December 31, 2013 to recognize the previously derecognized US deferred tax assets ~~relating to US federal~~ and ~~state operating losses and higher revenue and gross margin, as discussed above.~~the partial utilization of such deferred tax assets during the year ended December 31, 2014.

Adjusted net earnings ~~were $10.0~~totalled $18.9 million for the fourth quarter of ~~2012 as compared to adjusted net earnings of $2.9~~2015, a $7.0 million increase from $11.9 million for the fourth quarter of ~~2011. The increase in adjusted net earnings of $7.1 million was~~2014, primarily due to ~~higher revenue,~~the recognition of previously derecognized Canadian deferred tax assets and an increase in gross profit, partially offset by an increase in variable compensation expense.

Adjusted net earnings for the fourth quarter of 2015 increased $6.0 million from $12.9 million for the third quarter of 2015, primarily due to the recognition of previously derecognized Canadian deferred tax assets, partially offset by an increase in variable compensation expense, a decrease in gross profit and ~~reduced interest expense, as discussed above.~~an increase in foreign exchange losses.

Index to Financial Statements

EBITDA, Adjusted EBITDA and Leverage Ratio

A reconciliation of the Company’s EBITDA, a non-GAAP financial measure, to ~~GAAP~~ net earnings (loss), the most directly comparable GAAP financial measure, is set out in the EBITDA reconciliation table below. 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 ~~(income) expense;~~finance costs; (ii) income tax expense (benefit); (iii) ~~refinancing expense, net of amortization; (iv) amortization of debt issue expenses; (v)~~ amortization of intangible assets; and ~~(vi)~~(iv) depreciation of property, plant and equipment. Adjusted EBITDA is defined as EBITDA before (i) manufacturing facility closures, restructuring and other related charges; (ii) stock-based compensation ~~expense;~~expense (benefit); (iii) impairment of goodwill; (iv) impairment (reversal of impairment) of long-lived assets and other assets; (v) write-down on assets classified as held-for-sale; (vi) (gain) loss on disposal of property, plant and ~~(vi)~~equipment; and (vii) other discrete items as ~~disclosed.~~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 ~~it permits~~they allow investors to make a more meaningful comparison of the Company’s performance between periods ~~presented.~~presented by excluding certain non-operating expenses as well as certain non-cash expenses and non-recurring expenses. In addition, EBITDA and adjusted EBITDA are used by ~~Management~~management and the Company’s lenders in evaluating the Company’s ~~performance.~~performance because they believe that they allow management and the Company’s lenders to make a more meaningful comparison of the Company’s performance between periods presented by excluding certain non-operating expenses as well as certain non-cash expenses and non-recurring expenses.

The Company defines leverage ratio as long-term debt plus installments on long-term debt divided by adjusted EBITDA. The term “leverage ratio” does not have any standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. Leverage ratio is not a measurement of financial performance under GAAP and should not be considered as an alternative to any GAAP measure as an indicator of the Company’s liquidity level 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 meaningful comparison of the Company’s liquidity level. In addition, leverage ratio is used by management in evaluating the Company’s performance because it believes that it allows management to monitor its liquidity level and evaluate its capacity to deploy capital to meet its strategic objectives.

EBITDA ~~AND ADJUSTED~~and Adjusted EBITDA ~~RECONCILIATION TO NET EARNINGS (LOSS)~~Reconciliation to Net Earnings

(inIn millions of US dollars)

(Unaudited)


	Three months ended December 31,				Year ended December 31,							Three months ended December 31,						Year ended December 31,
	2012		2011		2012		2011		2010			2015			2014			2015			2014			2013
	$		$		$		$		$			$			$			$			$			$
Net earnings (loss)		5.7		2.3		22.5		9.0		(48.5	)
Add back:
Interest and other expense		3.5		4.1		14.5		17.5		16.6
Net earnings													17.5			6.1			56.7			35.8			67.4
Interest and other finance costs													1.5			2.4			3.2			6.2			6.6
Income tax expense (benefit)		0.5		0.8		0.4		1.9		33.2			(4.4	)		1.1			11.0			22.9			(35.8	)
Depreciation and amortization		7.6		7.7		30.4		30.9		33.5			10.6			6.7			30.9			26.2			27.7

EBITDA		17.4		14.9		67.8		59.3		34.7			25.2			16.3			101.7			91.1			65.9
Manufacturing facility closures, restructuring and other related charges		3.2		0.4		18.3		2.9		3.5			2.7			1.0			3.7			4.9			30.7

Stock-based compensation expense		0.9		0.2		1.8		0.8		0.8			2.3			3.0			3.2			6.2			4.9

Impairment of long-lived assets		—		—		—		—		2.9

Write-down of assets held-for-sale		—		—		—		—		0.7
ITI litigation settlement		—		—		—		1.0		—
(Reversal of impairment) impairment of long-lived assets and other assets													(5.8	)		0.1			(5.8	)		0.1			0.2
(Gain) loss on disposal of plant, property and equipment													0.2			(0.0	)		(0.8	)		(0.1	)		0.1
Other Item: Provision related to the resolution of a contingent liability													—			—			—			—			1.3
Other Item: Brantford Pension Charge													—			0.3			—			1.6			—

Adjusted EBITDA		21.5		15.5		87.9		64.0		42.7			24.6			20.6			102.0			103.9			103.1

Adjusted EBITDA totalled ~~$87.9~~$102.0 million for the year ended December 31, ~~2012 compared to an adjusted EBITDA of $64.0~~2015, a $1.9 million ~~for 2011. Adjusted EBITDA was $23.9~~or 1.8% decrease from $103.9 million ~~higher in the year ended December 31, 2012 compared to the year ended December 31, 2011 primarily due to increased gross margin, as discussed above.~~

~~Adjusted EBITDA~~ for the year ended December 31, ~~2010 was $42.7 million. The~~2014, primarily due to (i) an unfavourable FX impact, (ii) an increase ~~of $21.3~~in SG&A expenses related to the Better Packages and TaraTape acquisitions and an increase in employee related costs, including an increase in health related costs and (iii) an increase in research expenses primarily associated with the South Carolina Project. These negative impacts were partially offset by a decrease in variable compensation expense.

Index to Financial Statements

Adjusted EBITDA totalled $103.9 million infor the year ended ~~2011 over~~December 31, 2014, a $0.8 million or 0.8% increase from $103.1 million for the year ended ~~2010 was~~December 31, 2013, primarily due to ~~increased revenue~~an increase in gross profit partially offset by (i) an increase in professional fees, (ii) an increase in research expenses, (iii) additional expenses associated with credit insurance coverage commencing for accounts receivable in the fourth quarter of 2013 and ~~higher gross margin, as discussed above.~~(iv) the non-recurrence of a bad debt recovery recorded in 2013.

Adjusted EBITDA ~~was $21.5~~totalled $24.6 million for the fourth quarter of ~~2012 as compared to an adjusted EBITDA of $15.5~~2015, a $3.9 million or 19.1% increase from $20.6 million for the fourth quarter of ~~2011. The $5.9 million adjusted EBITDA increase is~~2014, primarily due to ~~higher revenue and~~an increase in gross ~~margin~~profit, partially offset by an increase in variable compensation expense.

Adjusted EBITDA for the fourth quarter of ~~2012, as discussed above.~~

~~Earnings (Loss) Per Share~~

The Company reported earnings per share of $0.38 basic and $0.37 diluted for 2012 as compared to earnings per share of $0.15 per share, both basic and diluted, for 2011. A loss per share of $0.82 was reported for both basic and diluted for 2010. The weighted-average number of common shares outstanding2015 decreased $2.2 million or 8.4% from $26.8 million for the ~~purpose~~third quarter of the basic earnings per share calculations was 59.1 million, 59.0 million and 59.0 million for 2012, 2011 and 2010, respectively. The weighted-average number of common shares outstanding for the purpose of the diluted earnings per share calculations was 60.6 million, 59.1 million and 59.0 million for 2012, 2011 and 2010, respectively.2015, primarily due to an increase in variable compensation expense, partially offset by an increase in gross profit.

Adjusted earnings per share (see the Adjusted Net Earnings (Loss) Reconciliation to Net Earnings (Loss) table above) for 2012 was $0.71 basic and $0.69 diluted. Adjusted earnings per share for 2011, both basic and diluted, was $0.23 and adjusted loss per share for 2010 was $0.75, both basic and diluted. Adjusted earnings per share for 2012 increased $0.48 for basic and $0.46 for diluted when compared to the corresponding 2011 adjusted earnings per share. Adjusted earnings per share for 2011 increased $0.98 for both basic and diluted when compared to the corresponding 2010 adjusted earnings per share.

Comprehensive Income ~~(Loss)~~

Comprehensive income ~~(loss)~~ is comprised of net earnings ~~(loss)~~ and other comprehensive income (loss). ~~For~~Comprehensive income totalled $45.7 million for the ~~years~~year ended December 31, ~~2012, 2011 and 2010,~~2015, a $22.2 million or 94.8% increase from $23.5 million for the ~~Company reported comprehensive income of $18.1 million, comprehensive loss of $7.7 million and comprehensive loss of $46.7 million, respectively. The increase in comprehensive income in 2012 was~~year ended December 31, 2014, primarily due to higher net earnings in ~~2012~~2015 and ~~lower~~gains from the remeasurement of the defined benefit liability compared to actuarial losses onin 2014.

Comprehensive income totalled $23.5 million for the year ended December 31, 2014, a $56.1 million or 70.5% decrease from $79.6 million for the year ended December 31, 2013, primarily due to lower net earnings in 2014 and losses from the remeasurement of the defined ~~benefits plans when~~benefit liability compared to ~~2011.~~ actuarial gains in 2013.

Off-Balance Sheet Arrangements

The ~~decrease~~Company had standby letters of ~~comprehensive loss~~credit issued and outstanding as of December 31, 2015 that could result in ~~2011~~payments by the Company of up to an aggregate of $1.9 million upon the occurrence of certain events. All of the letters of credit have expiry dates in the third quarter of 2016.

The Company had commitments to suppliers to purchase machines and equipment totalling approximately $20.9 million as of December 31, 2015. It is expected that such amounts will be paid out in the next twelve months. In the event of cancellation, the penalties that would apply may be equal to the purchase price depending on timing of the cancellation.

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. At December 31, 2015, the Company had on hand $13.0 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 June 2017 totalling approximately $22.1 million as of December 31, 2015. 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” as defined in the agreements.

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 will be incurred by the Company over the term of the contract. The Company estimates that service billings will total approximately $14.4 million over the remaining term of the contract.

Index to Financial Statements

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 $5.4 million as of December 31, 2015. This amount declines annually until the expiration of the contract.

The Company has entered into agreements with various utility suppliers to fix certain energy costs, including natural gas and electricity, through December 2019 for minimum amounts of consumption at several of its manufacturing facilities. The Company estimates that utility billings will total approximately $5.2 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” as defined in the agreements.

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

Related Party Transactions

In June 2014, the Company engaged with a relocation management company to facilitate the purchase of the then-newly appointed Chief Financial Officer’s home in Montreal, Québec, Canada to assist in his relocation to Sarasota, FL, U.S.A. The Company provided funding to the relocation management company to purchase the home for $0.9 million. On April 15, 2015, the home was sold and the Company was reimbursed for the purchase funding.

The Company’s key personnel are members of the Board of Directors and five members of senior management in 2015. Key personnel remuneration includes: short-term benefits including employee salaries and bonuses, director retainer and committee fees, post-employment benefits, stock-based compensation expense, and termination benefits. Total key personnel remuneration decreased $3.5 million to $5.4 million for the year ended December 31, 2015 from $8.8 million for the year ended December 31, 2014 primarily due to SARs exercise activity in 2014.

Working Capital

The Company experiences some business cyclicality that requires the management of working capital resources. Typically, a larger investment in working capital is required in quarters when accounts receivable increase due to higher sales and when inventory increases due to higher anticipated future sales. Furthermore, certain liabilities are accrued for throughout the year and are only paid during the first quarter of the following year.

The Company uses Days Inventory to measure inventory performance. Days Inventory for the fourth quarter of 2015 increased to 61 from 58 in the fourth quarter of 2014. Inventories increased $3.8 million to $100.6 million as of December 31, 2015 from $96.8 million as of December 31, 2014. The increase was primarily due to the ~~derecognition of deferred tax assets recorded in 2010 partially offset by the increase in net earnings in 2011.~~

~~Off-Balance Sheet Arrangements~~Better Packages and TaraTape acquisitions.

The Company ~~maintains no off-balance sheet arrangements except~~uses Days Sales Outstanding (“DSO”) to measure trade receivables. DSO for the ~~letters~~fourth quarter of ~~credit issued and outstanding.~~

~~Related Party Transactions~~

~~In prior reporting periods,~~2015 of 37 was the Company entered into two agreements, each with a company controlled by two members of its current Board of Directors. Both of these agreements ended prior to 2012 and no support service compensation was paid in 2012. These agreements required the provision of support services that included the duties of the Executive Director and the Chairman of the Board of Directors. The Executive Director support services agreement was effective through September 30, 2010 and provided for monthly compensation beginning January 2010 in the amount of $50,000. The Chairman of the Board of Directors support services agreement was effective through June 30, 2011 and provided monthly compensation beginning January 2010 in the amount of CDN$25,000. These amounts were in lieu of the fees otherwise paid to Directors for their services. During the year ended December 31, 2011, an amount of CDN$150,000 was recorded with respect to the support services agreement with the Chairman of the Board of Directors. During the year ended December 31, 2010, amounts of $300,000 and CDN$450,000 were recorded with respect to the support services agreements with the Executive Director and Chairman of the Board of Directors, respectively. Support service-related expenses of nil and $76,000 were recorded for the years ended December 31, 2011 and December 31, 2010, respectively.

~~Working Capital~~

~~One of the metrics the Company uses to measure inventory performance is Days Inventory. Days Inventory increased one day from 53~~same as in the fourth quarter of ~~2011 to 54 in the fourth quarter of 2012. The Company expects Days Inventory to be in the mid 50’s during the first quarter of 2013. Inventories increased $1.2~~2014. Trade receivables decreased $2.7 million to ~~$91.9~~$78.5 million as of December 31, ~~2012~~2015 from ~~$90.7~~$81.2 million as of December 31, ~~2011.~~

One of the metrics the Company uses to measure trade receivables is Days Sales Outstanding (“DSO’s”). DSO’s decreased by five days from 42 in the fourth quarter of 2011 to 37 in the fourth quarter of 2012. The reduction in DSO’s was2014 primarily due to ~~an increase~~a decrease in the amount of revenue invoiced ~~early~~ in the fourth quarter of ~~2012 compared~~2015, partially offset by the additional revenue from the Better Packages and TaraTape acquisitions.

Index to the fourth quarter of 2011 and, accordingly, cash collections increased prior to the end of the fourth quarter of 2012. DSO’s are expected to return to the mid 40’s during the first quarter of 2013. Trade receivables decreased $6.8 million to $75.9 million as of December 31, 2012 from $82.6 million as of December 31, 2011.
Financial Statements

The calculations are shown in the following tables:

   Three months ended       Three months ended
   Dec. 31,
2012    Dec. 31,
2011       Dec. 31,
2012    Dec. 31,
2011
Cost of Sales (in millions of US dollars)
   $ 154.0       $ 155.4
Revenue (in millions of US dollars)
   $ 189.3       $ 183.0
Days in Quarter
   92       92
Days in Quarter
   92       92








Cost of Sales Per Day (in millions of US dollars)
   $ 1.67       $ 1.69
Revenue Per Day (in millions of US dollars)
   $ 2.06       $ 1.99
Average Inventory (in millions of US dollars)
   $ 90.2       $ 89.9
Trade Receivables (in millions of US dollars)
   $ 75.9       $ 82.6








Days Inventory
   54       53
DSO’s
   37       42








Days Inventory is calculated as follows:       DSO’s is calculated as follows:
Cost of Sales ÷ Days in Quarter = Cost of Sales Per Day       Revenue ÷ Days in Quarter = Revenue Per Day
(Beginning Inventory + Ending Inventory) ÷ 2 = Avg Inventory       Ending Trade Receivables ÷ Revenue Per Day = DSO’s
Average inventory ÷ Cost of Goods Sold Per Day = Days Inventory


	Three months ended
	Dec. 31, 2015		Dec. 31, 2014
Cost of sales⁽¹⁾	$	149.9	$	164.5
Days in quarter		92		92

Cost of sales per day⁽¹⁾	$	1.63	$	1.79
Average inventory⁽¹⁾	$	99.4	$	102.8

Days inventory		61		58

Days inventory is calculated as follows:

Cost of sales ÷ Days in quarter = Cost of sales per day

(Beginning inventory + Ending inventory) ÷ 2 = Average inventory

Average inventory ÷ Cost of goods sold per day = Days inventory

⁽¹⁾	In millions of US dollars


	Three months ended
	Dec. 31, 2015		Dec. 31, 2014
Revenue⁽¹⁾	$	195.7	$	200.8
Days in quarter		92		92

Revenue per day⁽¹⁾	$	2.13	$	2.18
Trade receivables⁽¹⁾	$	78.5	$	81.2

DSO		37		37

DSO is calculated as follows:

Revenue ÷ Days in quarter = Revenue per day

Ending trade receivables ÷ Revenue per day = DSO

Accounts payable and accrued liabilities increased ~~$2.0~~$5.2 million to ~~$76.0~~$82.2 million as of December 31, ~~2012~~2015 from ~~$74.0~~$77.0 million as of December 31, ~~2011,~~2014 primarily due to ~~capital equipment.~~an increase in payables associated with the Better Packages and TaraTape acquisitions and the timing of payments for inventory and SG&A.

~~Long-Term Debt~~Liquidity

The Company finances its operations through a combination of cash flows from operations and borrowings under its Revolving Credit Facility. Liquidity risk management attempts to (i) maintain a sufficient amount of cash and (ii) ensure that the Company has financing sources for a sufficient authorized amount. The Company establishes budgets, cash estimates and cash management policies with a goal of ensuring it has the necessary funds to fulfil its obligations for the foreseeable future.

The Company has access to a ~~$200~~$300 million ~~ABL facility with~~Revolving Credit Facility, plus an incremental accordion feature (that is available subject to the credit agreement’s terms and lender approval) of $150 million through November 2019. As of December 31, 2015, the Company had drawn a ~~syndicate~~total of ~~financial institutions.~~ $135.3 million, resulting in loan availability of $164.7 million. In addition, the Company had $17.6 million of cash, yielding total cash and loan availability of $182.3 million as of December 31, 2015.

The Company ~~relies upon~~believes it has sufficient funds from cash flows from operating activities and cash on hand to meet its ongoing expected capital expenditures and working capital requirements funding needs for at least the next twelve months. These funds are also sufficient to meet funding needs for discretionary dividend payments and common share repurchases. In addition, funds available under ~~its ABL facility~~the Revolving Credit Facility may be used, as needed, to ~~meet~~fund more significant strategic initiatives.

Also refer to the section below entitled “Long-Term Debt” for additional discussion of funds available under the Revolving Credit Facility.

Cash Flows

The Company’s net working capital ~~requirements, anticipated obligations under its other debt instruments and to partially finance capital expenditures for~~on the ~~foreseeable future. The amount of borrowings available~~balance sheet increased during the year due to the ~~Company~~effects of the 2015 business acquisitions, however, working capital amounts acquired are not included in Cash flows from operating activities under IFRS. As such, the ~~ABL facility is determined by its applicable borrowing base~~discussions below regarding 2015 working capital items appropriately exclude these effects.

Cash flows from ~~time to time. The borrowing base is determined by calculating a percentage of eligible trade receivables, inventories and manufacturing equipment.~~

~~As of~~operating activities increased in the year ended December 31, ~~2012, the Company had a total draw of $81.6~~2015 by $15.4 million ~~against its ABL, which consisted of $79.4~~to $102.3 million ~~of borrowings and $2.2~~from $86.9 million in ~~letters of credit. As of~~the year ended December 31, 2011, the total draw was $66.1 million, which consisted of $63.7 million of borrowings and $2.4 million in letters of credit. As of December 31, 2010, the total draw was $97.5 million, which consisted of $88.0 million of borrowings and $9.5 million in letters of credit.

The Company had total cash and loan availability of $54.7 million as of December 31, 2012, $58.0 million as of December 31, 2011 and $43.1 million as of December 31, 2010. The decrease of $3.3 million in total cash and loan availability between December 31, 2011 and December 31, 2012 was2014, primarily due to a ~~$15.7 million~~decrease in accounts receivable resulting from lower sales in the fourth quarter of 2015 compared to the fourth quarter of 2014 and an increase in ~~ABL borrowings largely offset by a $10.8 million increase~~accounts receivable in 2014 compared to 2013.

Cash flows from operating activities increased in the ~~borrowing base mainly~~year ended December 31, 2014 by $4.7 million to $86.9 million from $82.2 million in the year ended December 31, 2013, primarily due to a greater value placed on the manufacturing equipment as a result of the appraisal completed in connection with the amendment and extension of the ABL facility in February 2012. The increase in borrowings combined with free cashhigher gross profit.

Index to Financial Statements

Cash flows ~~and increases in other debt instruments were used to fund the redemptions~~from operating activities increased in the ~~aggregate amount~~fourth quarter of ~~$80.0~~2015 by $8.1 million ~~of Notes at par value. The increase of $14.9~~to $41.9 million from $33.8 million in ~~total cash and loan availability from December 31, 2010 to December 31, 2011 was~~the fourth quarter of 2014, primarily due to an increase in ~~free cash flows~~gross profit. The Company’s working capital contained two significant fluctuations that ~~allowed~~largely offset each other:

a large increase in accounts payable due to (i) the timing of payments near the end of 2015 compared to the end of 2014 and (ii) a full year accrual in the fourth quarter of 2015 for annual variable compensation expense compared to a pro rata accrual for the ~~reduction~~same in ~~debt~~the fourth quarter of 2014; and ~~the release of the requirement to post a $13.2 million bond pertaining to the ITI litigation,~~

partially offset by ~~amortization of machinery and equipment~~a large decrease in inventory in the ~~borrowing base. The Company had cash and loan availability under its ABL facility exceeding $71 million as~~fourth quarter of ~~March 6, 2013.~~

~~The ABL facility, at its inception in March 2008, was initially scheduled~~2014 compared to mature in March 2013. In February 2012, the Company amended the ABL facility to extend its maturity date to February 2017. The new ABL facility maturity date can be accelerated to 90 days prior to August 1, 2014 (the maturity date of the Company’s existing Notes) if the Notes have not been retired or if other conditions have not been met. Under the amendment, the interest rate increased modestly while several other modificationsan increase in the ~~terms provided the Company with greater flexibility.~~

~~The ABL facility is priced at 30-day LIBOR plus~~fourth quarter of 2015 due to a loan margin determined from a pricing grid. The loan margin declines as loan availability increases. The pricing grid ranges from 1.75% to 2.25%. The ABL facility has one financial covenant, a fixed charge ratiolower volume of ~~1.0 to 1.0. The ratio compares EBITDA (as defined~~sales and higher production volume of inventory in the ~~ABL facility agreement) less~~fourth quarter of 2015 compared to 2014.

Cash flows used for investing activities increased in the year ended December 31, 2015 by $22.4 million to $59.2 million from $36.8 million in the year ended December 31, 2014, primarily due to funding the Better Packages and TaraTape acquisitions in 2015, partially offset by lower capital expenditures. The decrease in capital expenditures ~~not financed under the Equipment Finance Agreement, pension plan contributions in excess of pension plan expense, dividends, and cash taxes~~primarily related to the ~~sum~~South Carolina Project, partially offset by capital expenditures to increase production capacity of ~~debt service~~water-activated tape and ~~the amortization of the value of the manufacturing equipment included~~shrink film.

Cash flows used for investing activities decreased in the borrowing base. The financial covenant becomes effective only when loan availability drops below $25.0 million. The Company was above the $25.0 million threshold of loan availability during 2012 and had a fixed charge ratio greater than 1.0 to 1.0 as ofyear ended December 31, ~~2012.~~

~~The Company retains the ability~~2014 by $8.1 million to ~~secure up to $35.0~~$36.8 million ~~of financing on all or a portion of its owned real estate and have the negative pledge~~from $44.9 million in favour of the ABL facility lenders terminated. As of December 31, 2012, the Company had secured real estate mortgage financing of $18.0 million, including $16.4 million borrowed under the Real Estate Loan described in further detail below, leaving the Company the ability to obtain an additional $17.0 million of real estate mortgage financing.

The ABL facility also allows the Company to secure up to $25.0 million of financing in connection with the purchase of fixed assets under a permitted purchase money debt facility. As of December 31, 2012, the Company had outstanding permitted purchase money debt of $5.9 million incurred after March 28, 2008 (original closing date of the ABL facility), leaving the Company the ability to obtain an additional $19.1 million of permitted purchase money debt financing.

On August 14, 2012, the Company entered into the Equipment Finance Agreement with a lifetime and maximum funding amount of $24.0 million with the final funding to occur by December 31, 2013. The terms of the arrangement include multiple individual finance leases, each of which have and will have a term of 60 months and a fixed interest rate. As of December 31, 2012 the Company had borrowed $5.3 million which was scheduled into finance leases with a term of 60 months at a fixed annual interest rate of 2.74%. In addition, as of December 31, 2012 the Company had borrowed $9.9 million under the Equipment Finance Agreement in the form of advanced fundings at a rate of 2.25% which will be scheduled into finance leases with fixed terms of 60 months and an interest rate of 2.74%. The fixed rate on future finance leases is expected to remain less than 3%. The Company is required to finance an additional $18.7 million by December 31, 2013. If the Company does not finance the additional required amount during the year ended December 31, 2013, then the Company will be required to pay a Reinvestment Premium as defined under the Equipment Finance Agreement on the difference between that amount and the amount actually funded in the year ended December 31, 2013. The Company expects to finance the required amount and does not expect to incur a charge for the Reinvestment Premium.

On November 1, 2012, the Company entered into a Real Estate Loan of $16.6 million, amortized on a straight-line basis over the ten-year term of the loan. The maturity of the loan may be accelerated if the ABL facility is not extended and if Bank of America, N.A. ceases to be the agent by reason of an action of the Company. The notional value of the Real Estate loan as of December 31, 2012 was $16.4 million. A portion of the loan may be required to be repaid early if any of the mortgaged properties are disposed of prior to October 31, 2022. The Real Estate Loan had an interest rate of 30-day LIBOR plus 250 basis points until December 31, 2012. Thereafter, the interest rate on the Real Estate Loan will be 30-day LIBOR plus a loan margin between 225 and 275 basis points determined from a pricing grid as defined in the Real Estate Loan Agreement. The Real Estate Loan contains two financial covenants. The Company was in compliance with both financial covenants as of December 31, 2012. The loan is secured by certain of the Company’s real estate.

As of December 31, 2012, the Company had $38.7 million of Notes outstanding bearing interest at 8.5%, payable semi-annually on February 1 and August 1, with the principal due on August 1, 2014. The Indenture governing the Notes provides that they are redeemable at par beginning August 2012. On August 1, 2012, the Company redeemed $25.0 million aggregate principal amount of its outstanding Notes at par value. On December 13, 2012, the Company redeemed an additional $55.0 million aggregate principal amount of its outstanding Notes at par value. The redemptions were funded through free cash flows combined with funds available under the ABL facility which were higher than they would have been as a result of the execution of the Real Estate Loan and Equipment Finance Agreement. As of December 31, 2011, the Company had $118.7 million of Notes outstanding and did not redeem any Notes during 2011 and 2010.

~~Pension and Other Post-Retirement Benefit Plans~~

The Company’s pension and other post-retirement benefit plans currently have an unfunded deficit of $39.3 million as of December 31, 2012 as compared to $36.8 million at the end of December 31, 2011 and $22.3 million at the end of 2010. The increase is primarily due to ~~a decrease in~~lower capital expenditures and higher proceeds from the ~~discount rate from 4.19%~~sale of property, plant and 4.50% for US and Canadian plans, respectively, as of December 31, 2011 to 3.64% and 4.00% for US and Canadian plans, respectively, as of December 31, 2012. These changes resulted in an increase in the net present value of the liability and are partially offset by return on plan assets and increased contribution paid by the Company. For 2012, the Company contributed $5.6 million as compared to $4.3 million in 2011 and $4.0 million in 2010, to its funded pension plans and to beneficiaries for its unfunded other benefit plans. 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 in 2013. 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 assets used by the Company.

~~Cash Flows~~

Cash flows from operations before changes in working capital items increased in 2012 by $24.5 million to $78.7 million from $54.2 million in 2011. The 2012 increase was primarily due to increased gross profit partially offset by an increase in SG&A.

Cash flows from operations before changes in working capital items increased in 2011 by $15.2 million to $54.2 million from $38.9 million in 2010. The increase in 2011 compared to 2010 was primarily due to the increase in gross margin and the increase in revenue, partially offset by an increase in SG&Aequipment and other ~~finance costs.~~

Cash flows from operations before changes in working capital items increased in the fourth quarter of 2012 by $4.5 million to $19.4 million from $14.9 million in the fourth quarter of 2011. The increase in cash flows from operations before changes in working capital for the fourth quarter of 2012 compared to the fourth quarter of 2011 was primarily due to increased gross profit derived from higher revenue partially offset by an increase in cash costs associated with manufacturing facility closures, restructuring and other related charges.

Changes in working capital items increased in 2012 by $11.2 million to $5.8 million source of funds from $5.4 million use of funds in 2011. The increase in source of funds from working capital items in 2012 was primarily due to an increase in accounts payable and accrued liabilities and a decrease in trade receivables. The increase in accounts payable and accrued liabilities was primarily related to higher accrued variable compensation related to higher profitability and increased receipts of capital equipment for which payment had not been made. Trade receivables decreased as previously discussed.

Changes in working capital items decreased in 2011 by $7.0 million to $5.4 million use of funds from $12.4 million use of funds in 2010. The reduction in the use of funds from working capital items was primarily due to inventory, which decreased $1.1 million in 2011, but which had increased by $15.2 million in 2010. The impact of inventory was partially offset by the change in accounts payable and accrued liabilities which decreased by $5.7 million in 2011, largely due to timing of payments to obtain early payment discounts and increased by $16.9 million in 2010. Trade receivables decreased in 2011 largely due to the mix of customers and increased in 2010 due to the increased revenue.

Changes in working capital items decreased in the fourth quarter of 2012 by $0.4 million to a $12.4 million source of funds from a $12.8 million source of funds in the fourth quarter of 2011. The decrease in the source of funds in 2012 was primarily due to an increase in inventory, partially offset by an increase in accounts payable and accrued liabilities.assets.

Cash flows used for investing activities increased in ~~2012~~the fourth quarter of 2015 by ~~$15.8~~$15.0 million to ~~$21.1~~$19.7 million from ~~$5.3~~$4.7 million ~~in 2011. The increase in 2012 was primarily due to increased capital expenditures in 2012 and the nonrecurrence of a release of restricted cash related to the settlement of a lawsuit in 2011.~~

Cash flows used for investing activities decreased in 2011 by $10.1 million to $5.3 million from $15.5 million in 2010. The decrease in funds used for investing activities in 2011 compared to 2010 was primarily due to the release in 2011 of cash restricted in 2010 for the bond posted in connection with the settlement of a lawsuit as well as proceeds from the disposal of assets, partially offset by increased capital expenditures and the purchase of intangible assets related to customer lists.

~~Cash flows used for investing activities were $9.2 million use of funds~~ in the fourth quarter of ~~2012 compared~~2014, primarily due to ~~$4.3 million use~~funding the TaraTape acquisition in November 2015 and the non-recurrence of ~~funds~~proceeds from the sale of the Richmond, Kentucky manufacturing facility in the fourth quarter of 2011. The increase in cash used for investing activities in the fourth quarter of 2012 as compared to the fourth quarter of 2011 was primarily due to increased capital expenditures in 2012 related to manufacturing rationalization initiatives.

Total expenditures in connection with property, plant and equipment were $21.6 million, $14.0 million, and $8.6 million for the years ended December 31, 2012, 2011, and 2010, respectively. Total expenditures in connection with property, plant and equipment were $9.2 million and $4.4 million for the fourth quarter of 2012 and 2011, respectively. The increase in capital expenditures from 2011 to 2012 was related to investments in more efficient manufacturing equipment.

Based on current volume and anticipated market demand, the Company believes it has sufficient capacity available to accommodate increases in sales volumes in most products without additional capital expenditures. In addition, the Company believes that it is positioned to take advantage of opportunities that may arise to grow its market share in existing products, expand its product offerings and expand its markets. However, the Company believes improved manufacturing efficiencies can be achieved through an increase in capital expenditures related to the replacement of machinery and equipment.2014.

Cash flows used ~~for~~in financing activities ~~increased~~decreased in ~~2012~~the year ended December 31, 2015 by ~~$19.1~~$12.5 million to ~~$62.0~~$31.2 million from ~~$42.9~~$43.7 million in ~~2011. The 2012 increase in~~ the ~~use of funds was~~year ended December 31, 2014, primarily due to an increase in ~~debt reduction~~net borrowings, partially offset by an increase in repurchases of ~~$15.8 million from $27.0 million~~common shares and an increase in ~~2011~~dividends paid due to ~~$42.8 million~~the increases in ~~2012~~quarterly dividend payments announced in July 2014 and ~~a dividend payment of $4.8 million.~~August 2015.

Cash flows used ~~for~~in financing activities increased in 2011 by $32.4 million to $42.9 million from $10.5 million in 2010. The increase in cash used for financing activities in 2011 was primarily due to the reduction of borrowings under the ABL. The Company decreased total indebtedness during the year ended December 31, ~~2011~~2014 by ~~$27.0 million. The Company increased total indebtedness during~~$3.3 million to $43.7 million from $40.5 million in the year ended December 31, ~~2010 by $4.0 million. No~~2013, primarily due to an increase in dividends ~~were declared on~~paid, repurchases of common stock, lower proceeds from the exercise of stock options granted pursuant to the Company’s ~~stock~~Executive Stock Option Plan and an increase in ~~2011 or 2010.~~the payment of debt issue costs related to entering into the Revolving Credit Facility in the fourth quarter of 2014. The increase was partially offset by smaller net repayment of debt in 2014 and lower interest payments in 2014.

Cash flows used ~~for~~in financing activities decreased in the fourth quarter of ~~2012~~2015 by ~~$3.7~~$8.9 million to ~~$22.0~~$18.6 million from ~~$25.7~~$27.6 million in the fourth quarter of ~~2011. The decrease in cash used for financing activities~~2014, primarily due to a lower net repayment of debt in the fourth quarter of ~~2012 as compared to the fourth quarter of 2011 was primarily due to a lower reduction of debt partially offset by a dividend payment of $4.8 million.~~

Free cash flows, a non-GAAP measurement that is defined by the Company as cash flows from operating activities less purchases of property, plant and equipment, increased in 2012 by $28.2 million to $62.9 million from $34.7 million in 2011. The 2012 increase was primarily due to increased cash flows from operations2015, partially offset by an increase in ~~capital expenditures.~~

Free cash flows increased in 2011 by $16.9 million to $34.7 million from $17.9 million in 2010. The 2011 increase was primarily due to increased cash flows from operations partially offset by an increase in capital expenditures.

~~Free cash flows~~repurchases of common shares in the fourth quarter of 2012 were $22.6 million, a decrease of $0.7 million from $23.4 million in the fourth quarter of 2011. The decrease in free cash flows in the fourth quarter of 2012 compared to the fourth quarter of 2011 was primarily due to an increase in capital expenditures partially offset by an increase in cash flows from operating activities.2015.

The Company is including free cash flows, a non-GAAP financial measure, because it is used by ~~Management~~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 residual cash flow available for discretionary purposes, as it excludes other mandatory expenditures such as debt service.

Free cash flows, defined by the Company as cash flows from operating activities less purchases of property, plant and equipment, increased in the year ended December 31, 2015 by $21.7 million to $68.0 million from $46.3 million in the year ended December 31, 2014 primarily due to a decrease in accounts receivable and lower capital expenditures.

Free cash flows increased in the year ended December 31, 2014 by $11.0 million to $46.3 million from $35.3 million in the year ended December 31, 2013, primarily due to lower capital expenditures and an increase in gross profit.

Free cash flows increased in the fourth quarter of 2015 by $6.5 million to $33.3 million from $26.8 million in the fourth quarter of 2014, primarily due to an increase in gross profit.

Index to Financial Statements

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

~~FREE CASH FLOWS RECONCILIATION~~

(inIn millions of US dollars)

(Unaudited)


	Three months ended December 31,						Year ended December 31,									Three months ended December 31,						Year ended December 31,
	2012			2011			2012			2011			2010			2015			2014			2015			2014			2013
	$			$			$			$			$			$			$			$			$			$
Cash flows from operating activities		31.8			27.8			84.5			48.8			26.5			41.9			33.8			102.3			86.9			82.2
Less purchases of property, plant and equipment, and other assets		(9.2	)		(4.4	)		(21.6	)		(14.0	)		(8.6	)
Less purchases of property, plant and equipment																	(8.5	)		(7.0	)		(34.3	)		(40.6	)		(46.8	)

Free cash flows		22.6			23.4			62.9			34.7			17.9			33.3			26.8			68.0			46.3			35.3

~~Financial Risk Management, Objectives~~Long-Term Debt

The Company’s $300 million Revolving Credit Facility is with a syndicate of financial institutions and ~~Policies~~replaced the Company’s $200 million ABL facility in November 2014. The Company relies upon cash flows from operations and funds available under the Revolving Credit Facility to meet working capital requirements as well as to fund capital expenditures, mergers and acquisitions, dividends, share repurchases, obligations under its other debt instruments, and other general corporate purposes. The Revolving Credit Facility also includes an incremental accordion feature of $150 million, which will enable the Company to increase the limit of this facility (subject to the credit agreement’s terms and lender approval) if needed.

As of December 31, 2015, the Company had drawn a total of $135.3 million against the Revolving Credit Facility, which consisted of $133.4 million of borrowings and $1.9 million of standby letters of credit. The Company had total cash and loan availability of $182.3 million as of December 31, 2015 and $206.2 million as of December 31, 2014. The change in total cash and loan availability is due to the changes in cash flows as previously discussed above.

The Revolving Credit Facility is priced primarily on the LIBOR rate plus a spread varying between 100 and 225 basis points (150 basis points as of December 31, 2015). The spread depends on the consolidated total leverage ratio and increases as the consolidated total leverage ratio increases. The pricing grid for the loan margin ranges from 1.00% to 2.25% for LIBOR or other floating rate loans. The revolving credit loans denominated in US Dollars bear interest at the LIBOR rate applicable to dollar-denominated loans plus the applicable margin. Revolving credit loans denominated in an alternative currency bear interest at the floating rate applicable to alternative currency-denominated loans plus the applicable margin and any mandatory costs. As of December 31, 2015, $124.0 million of borrowings was priced at 30-day US dollar LIBOR and $9.4 million of US dollar equivalent borrowings was priced at 30-day CDOR (“Canadian Dollar Offer Rate”).

The Revolving Credit Facility has, in summary, three financial covenants: (i) a consolidated total leverage ratio not to be greater than 3.25 to 1.00, (ii) a consolidated debt service ratio not to be less than 1.50 to 1.00, and (iii) the aggregated amount of all capital expenditures in any fiscal year may not exceed $50 million. Any portion of the allowable $50 million not expended in the year may be carried over for expenditure in the following year but not carried over to any additional subsequent year thereafter (as such, the allowable capital expenditures are $65.7 million in 2016 and $59.4 million in 2015 due to a carry forward provision of unused capital expenditure amounts from the prior year).

The Company ~~is exposed to various~~was in compliance with all three financial ~~risks including: foreign exchange rate risk, interest rate risk, credit risk, liquidity risk~~covenants, which were 1.55, 7.41 and ~~price risk resulting from its operations~~$34.3 million, respectively, as of December 31, 2015.

Capital Resources

Capital expenditures totalled $8.5 million and ~~business activities. The Company’s Management is responsible for setting acceptable levels of risks and reviewing management activities as necessary.~~

~~The Company does not enter into financial instrument agreements, including derivative financial instruments, for speculative purposes.~~

~~This Item includes the significant highlights, events and transactions which have taken place~~$34.3 million in the ~~course of the years~~three months and year ended December 31, ~~2012, 2011~~2015, respectively, as funded by the Revolving Credit Facility and ~~2010 with respect~~cash flows from operations. Total capital expenditures are expected to ~~the Company’s financial risks~~be between $55 and management thereof. For a complete discussion of the Company’s financial risks, management policies and procedures and objectives, please refer to Note 21 to the Consolidated Financial Statements as of and$65 million in 2016. Capital expenditures for the year ended December 31, ~~2012.~~2015 and expected to be made in 2016 are primarily for property, plant and equipment to support the following strategic and growth initiatives: the South Carolina Project, the recently announced water-activated tape capacity expansion in Cabarrus County, North Carolina (“WAT Project”), shrink film capacity

~~In 2011, in accordance with~~

Index to Financial Statements

expansion at the Company’s foreign exchange rate risk policy, the Company executed a series of nine monthly forward foreign exchange rate contracts to purchase an aggregate CDN$10.0 million beginning in July 2011 through March 2012, at fixed exchange rates ranging from CDN$0.9692 to CDN$0.9766 to the US dollar and a series of five monthly forward foreign exchange rate contracts to purchase an aggregate CDN$10.0 million beginning in March 2012 through July 2012, at fixed exchange rates ranging from CDN$1.0564 to CDN$1.0568 to the US dollar. These forward foreign exchange rate contracts mitigated foreign exchange rate risk associated with a portion of anticipated monthly inventory purchasesPortugal manufacturing facility (“Shrink Film Project”), woven products capacity expansion (“Woven Project”), expansion of the Company’s specialty tape product offering (“Specialty Tape Project”) and various other initiatives and maintenance needs. All of the strategic and growth initiatives discussed above are expected to yield an after-tax internal rate of return greater than 15%. The table below summarizes the capital expenditures to date and expected future capital expenditures for the above mentioned initiatives (in millions of US ~~self-sustaining foreign operations that~~dollars):


	Year ended December 31,		Approximate amounts based on current estimates
	2015		2016		Total Project		Completion Date
	$		$		$
South Carolina Project		7.9		3		60		End of 2016
WAT Project		4.2		31 - 36		44 - 49		End of 2017
Shrink Film Project⁽¹⁾		3.9		5		11		End of the first half of 2017
Woven Project		3.2		0		5		Completed in 2015
Specialty Tape Project		—		4		10		End of the first half of 2017

⁽¹⁾	Subject to foreign exchange impact and excluding any government subsidies.

In addition to the above, capital expenditures to support maintenance needs are expected to be ~~settled~~between $8 and $12 million in Canadian dollars. The Company designated these forward foreign exchange rate contracts as cash flow hedges, effectively mitigating the cash flow risk associated with the settlement of the inventory purchases.2016.

In ~~2010, in accordance with the Company’s foreign exchange rate risk policy,~~addition, the Company ~~executed a series of eight monthly forward foreign exchange rate contracts~~had commitments to suppliers to purchase ~~an aggregate CDN$10.0~~machines and equipment totalling approximately $20.9 million ~~beginning~~as of December 31, 2015, primarily to support the capacity expansion projects and other initiatives discussed above. It is expected that such amounts will be paid out in ~~January 2011, at fixed exchange rates ranging from CDN$1.0260 to CDN$1.0318 to~~ the US dollar; a series of six monthly forward foreign exchange rate contracts to purchase an aggregate CDN$13.5 million beginning in August 2011, at fixed exchange rates ranging from CDN$1.0173 to CDN$1.0223 tonext twelve months and will be funded by the ~~US dollar;~~Revolving Credit Facility and a series of 13 monthly forward foreign exchange rate contracts to purchase an aggregate CDN$20.0 million beginning in July 2010, at fixed exchange rates ranging from CDN$1.0610 to CDN$1.0636 to the US dollar. These forward foreign exchange rate contracts mitigated foreign exchange rate risk associated with a portion of anticipated monthly inventory purchases of the Company’s US self-sustaining foreign operations that are to be settled in Canadian dollars. The Company designated these forward foreign exchange rate contracts as cash flow hedges, effectively mitigating the cash flow risk associated with the settlement of the inventory purchases.

Finally, in 2010, the Company executed a series of 12 monthly forward foreign exchange rate contracts to purchase an aggregate USD$2.0 million beginning in August 2010, at fixed exchange rates ranging from USD$1.1870 to USD$1.1923 to the Euro. These forward foreign exchange rate contracts comply with Management’s foreign exchange rate risk policy whereby these forward foreign exchange rate contracts will mitigate the foreign exchange rate risk associated with the Company’s translation of foreign generated Euro denominated net earnings. However, these forward foreign exchange rate contracts did not comply with the requirements for hedge accounting and thus were not designated as such.

~~The Company is exposed to a risk of change in~~ cash flows due to the fluctuations in interest rates applicable on its variable rate ABL facility, Real Estate Loan and other smaller components of debt. To mitigate this risk, the Company entered into an interest rate swap agreement (the “Swap Agreement”), designated as a cash flow hedge which expired on September 22, 2011. The terms of this Swap Agreement were as follows:from operations.

   Notional
amount    Settlement    Fixed interest
rate paid
   $       %
Swap Agreement matured in September 2011
   40,000,000       Monthly       3.35

Other than the expiration of the Swap Agreement in September 2011 which was not renewed, there have been no material changes with respect to the Company’s financial risks and management thereof during 2012.

Contractual Obligations

The Company’s principal contractual obligations and commercial commitments relate to its outstanding debt and its operating lease obligations. The following table summarizes these obligations as of December 31, ~~2012:~~2015 (in millions of USD):

Contractual Obligations    Payments Due by Period⁽¹⁾
(in millions of US dollars)    Total    Less
than
1 year    1-3
years    4-5
years    After 5
years
   $    $    $    $    $
Debt Principal Obligations
   143.3       8.1       4.1       129.8       1.3
Finance Lease Obligations
   11.0       1.5       3.2       3.0       3.3
Pension Obligations⁽²⁾
   4.9       4.9       —         —      —
Operating Lease Obligations
   2.9       1.9       1.0       —      —
Other Liabilities
   3.4       0.5       2.9       —      —










Total
   165.5       16.9       11.2       132.8       4.6


	Payments Due by Period⁽¹⁾
	Total		Less than 1 year		1-3 years		4-5 years		After 5 years
	$		$		$		$		$
Debt principal obligations⁽²⁾		134.7		—		0.2		133.8		0.7
Finance lease obligations⁽³⁾		21.5		6.3		10.8		1.4		3.0
Pensions and other post-retirement benefits - defined benefit plans⁽⁴⁾		1.5		1.5		—		—		—
Pensions and other post-retirement benefits - defined contribution plans⁽⁵⁾		3.5		3.5		—		—		—
Operating lease obligations		14.0		3.1		5.5		2.7		2.7
Standby letters of credit		1.9		1.9		—		—		—
Equipment purchase commitments		20.9		20.9		—		—		—
Utilities contract obligations⁽⁶⁾		19.6		4.0		5.8		3.8		6.0
Raw material purchase commitments⁽⁷⁾		35.2		33.2		2.0		—		—
Other obligations		5.1		2.2		1.0		1.0		0.9

Total		257.9		76.6		25.3		142.7		13.3

(1)

“Less than 1 year” represents ~~2013,~~those payments due in 2016, “1-3 years” represents ~~2014~~those payments due in 2017 and ~~2015,~~2018, “3-5 years” represents ~~2016~~those payments due in 2019 and ~~2017,~~2020, while “After 5 years” includes ~~amounts for~~those payments due in later periods.

Index to Financial Statements

(2)	~~Pension and other post-retirement~~Refer to the previous section entitled “Long-Term Debt” for discussion of related interest obligations.

(3)	The figures in the included in the table above include interest expense included in minimum lease payments of $1.6 million.

(4)

Defined benefit plan contributions represent the amount the Company expects to contribute in 2016. Defined benefit plan contributions beyond ~~2013~~2016 are not determinable since the amount of any ~~contribution~~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 ~~unfavorable~~unfavourable impact on the Company’s future pension and other post-retirement benefits funding obligations as well as net periodic benefit cost.

(5)	Defined contribution plan contributions represent the obligation recorded at December 31, 2015 to be paid in 2016. Certain defined contribution plan contributions beyond 2016 are not determinable since contribution to the plan is at the discretion of the Company.

(6)

Utilities contract obligations also 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” above. 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.

(7)

Raw material purchase commitments include certain raw materials from suppliers under consignment agreements, as discussed in the previous section entitled “Off-Balance Sheet Arrangements” above. 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” above. 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 that may affect the availability or benefits of these agreements.

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 does not have significant non-cancellable agreements for the purchase of inventory or other goods specifying minimum quantities or set prices that exceed expected requirements. 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.

Stock Appreciation Rights

~~The~~On June 20, 2012, the Board of Directors of the Company adopted the 2012 Stock Appreciation Rights Plan (“SAR Plan”) on June 20, 2012 in lieu of granting stock options in 2012. The purpose of the 2012 SAR 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 key employees necessary for the Company’s long-term success. The 2012 SAR Plan is administered by the Compensation Committee of the Board of Directors of the Company and authorizes the Company to award a Stock Appreciation Right (“SAR”) to eligible persons.. A SAR, as defined by the ~~Company’s plan,~~SAR 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. ~~A SAR~~These SARs can ~~only~~ be settled only in cash and ~~expires~~expire no later than ~~ten~~10 years after the date of the grant. The award agreements provide that a SAR granted to employees and executives will vest and may be exercisable 25% per year over four years. A SAR 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.

Over the life of the awards, the total amount of expense recognized will equal the amount of the cash outflows, 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 SAR 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 SAR is exercised, expired, or is otherwise cancelled.

A SAR is granted at a price determined and approved by the Board of Directors, which is the closing price of the common shares on the Toronto Stock Exchange on the trading day immediately preceding the day on which a SAR is granted.

On June 28, 2012, 1,240,905 SARs were granted at an exercise price of CDN$7.56 with contractual lives ranging from six to ten years.

The amount and timing of a potential cash payment to settle a SAR is not determinable since the decision to exercise is not within the Company’s control after the award vests. At December 31, ~~2012,~~2015, the aggregate intrinsic value of outstanding vested awards was ~~less than $0.1~~$2.9 million. At December 31, 2015, there was no accrual for SAR awards exercised but not yet paid.

Index to Financial Statements

Capital Stock and Dividends

As of December 31, ~~2012~~2015, there were ~~59,625,039~~58,667,535 common shares of the Company outstanding.

~~The Company’s~~On April 22, 2014, the Board of Directors ~~approved~~adopted the Performance Share Unit Plan (“PSU Plan”). A performance share unit (“PSU”), as defined by the PSU Plan, represents the right of a participant, once such PSU is earned and has vested in accordance with the PSU Plan, to receive the number of common shares of the Company underlying the PSU. Furthermore, a participant will receive a cash payment from the Company upon PSU settlement that is equivalent to the number of shares issued or delivered to the participant multiplied by the amount of cash dividends per share declared by the Company between the date of grant and the third anniversary of the grant date. PSUs are net-settled to satisfy minimum statutory tax withholding requirements.

PSUs granted will vest at the third anniversary of the grant date. The number of shares earned can range from 0% to 150% of the grant amount based on entity performance criteria, specifically the total shareholder return ranking of the Company versus a specified peer group of companies.

On April 22, 2014, the Board of Directors adopted the Deferred Share Unit Plan (“DSU Plan”). A deferred share unit (“DSU”), as defined by the DSU Plan, represents the right of a participant to receive a common share of the Company. Under the DSU Plan, a non-executive director is entitled to receive DSUs as a result of a grant and/or in lieu of cash for semi-annual ~~dividend policy on August 14, 2012,~~directors’ fees. DSUs are settled when the director ceases to be a member of the Board of Directors of the Company. DSUs are net-settled to satisfy minimum statutory tax withholding requirements.

The table below summarizes equity-settled share-based compensation activity that occurred during the three months and ~~concurrently declared~~year ended December 31:


	Three months ended				Year ended
	December 31,				December 31,
	2015		2014		2015		2014		2013
Stock options granted		—		—		—		492,500		830,000
Stock options exercised		116,250		21,250		712,500		256,677		1,151,610
Cash proceeds (in millions of US dollars)	$	0.3	$	0.1	$	1.6	$	0.8	$	3.8
Stock options expired or forfeited		27,500		—		30,000		140,000		71,250
PSUs granted		—		—		363,600		152,500		—
PSUs forfeited		16,290		—		18,060		—		—
DSUs granted		—		—		46,142		36,901		—
Shares issued upon DSU settlement		—		—		6,397		—		—

The Company paid a dividend of ~~CDN$0.08~~$0.12, $0.12, $0.13 and $0.13 per common share ~~paid~~ on ~~October 10, 2012 to shareholders of record on~~March 31, June 30, September ~~21, 2012. No dividends were declared on the Company’s stock in 2011 or 2010.~~

~~On March 6, 2013, the Company declared a dividend, in the amount of US$0.08, under the semi-annual dividend policy. The dividend will be paid on April 10, 2013~~30 and December 31, 2015 to shareholders of record at the close of business on March ~~25, 2013.~~19, June 15, September 15 and December 15, 2015, respectively.

On August 12, 2015, the Board of Directors amended the Company’s quarterly dividend policy to increase the annualized dividend from $0.48 to $0.52 per share. The Board’s decision to increase the dividend was based on the Company’s strong financial position and positive outlook. The declaration and payment of future dividends, however, are discretionary and will be subject to determination by the Board of Directors each quarter following its review of, among other considerations, the Company’s financial performance and the Company’s legal ability to pay dividends. Since the dividend policy was reinstated in August 2012, the Company has ~~determined it is appropriate~~paid $73.3 million in cumulative dividends, of which $29.7 million was paid in 2015.

On March 9, 2016, the Board of Directors declared a dividend of $0.13 per common share payable on March 31, 2016 to ~~pay~~shareholders of record at the ~~dividend~~close of business on March 21, 2016.

The dividends paid in ~~US dollars because most of its cash flows are~~2015 and payable in ~~US dollars. This dividend to be paid~~2016 by the Company ~~is an~~are “eligible ~~dividend”~~dividends” as ~~per~~defined in subsection 89(1) of theIncome Tax Act (Canada).

On July 7, 2014, the Company announced an NCIB effective on July 10, 2014. This NCIB expired on July 9, 2015. The Company renewed its NCIB for the repurchase of up to 2,000,000 common shares effective July 10, 2015 and expiring on July 9, 2016. On November 11, 2015, the Toronto Stock Exchange approved an amendment to the Company’s NCIB, as a result of which the Company is entitled to repurchase for cancellation up to 4,000,000 common shares. As of December 31, 2015, approximately 2.5 million shares remained available for repurchase under the NCIB.

Index to Financial Statements

The table below summarizes the NCIB activity that occurred during the three months and year ended December 31:


	Three months ended				Year ended
	December 31,				December 31,
	2015		2014		2015		2014
Common shares repurchased		366,600		9,400		2,487,188		597,500
Average price per common share including commissions	CDN$	14.28	CDN$	17.64	CDN$	15.52	CDN$	14.35
Total purchase price including commissions⁽¹⁾	$	4,015	$	144	$	29,984	$	7,822

⁽¹⁾	In thousands of US dollars

As of March 9, 2016, the Company repurchased 147,200 shares under the NCIB in 2016 for a total purchase price of $1.7 million.

Pension and Other Post-Retirement Benefit Plans

The Company’s pension and other post-retirement benefit plans currently have an unfunded deficit of $29.3 million as of December 31, 2015 as compared to $31.7 million as of December 31, 2014. The decrease in the current year is primarily due to an increase in the weighted average discount rate from 3.73% and 4.15% for US and Canadian plans, respectively, as of December 31, 2014 to 4.01% and 4.25% for US and Canadian plans, respectively, as of December 31, 2015. These changes resulted in a decrease in net present value of the liability and are partially offset by the fair value of plan assets. For 2015, the Company contributed $2.0 million as compared to $2.3 million in 2014, to its funded pension plans and to beneficiaries for its unfunded benefit plans. 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 2016. 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.

Effective September 30, 2011, the defined benefit plan associated with the former Brantford, Ontario manufacturing facility sponsored by the Company was wound-up. Pursuant to applicable legislation, benefits for this plan had to be settled within the five-year period following the wind-up effective date. During the year ended December 31, ~~2012, no stock options~~2014, the Company purchased group annuity buy out policies to settle its obligation to plan participants resulting in non-cash settlement losses of $1.6 million representing the difference between the accounting liability and the cost to settle the obligations. The settlement losses were ~~granted and 663,989 stock options were exercised. Proceeds from the options exercised totalled $2.0 million.~~

During the year ended December 31, 2011, 875,000 stock options were granted at a weighted average exercise price of CDN$1.66 and a weighted fair market value of CDN$1.01. No stock options were exercised in 2011.

~~During the year ended December 31, 2010, 825,000 stock options were granted and 10,000 were exercised.~~

~~During the fourth quarter of 2012, 451,489 stock options were exercised. Proceeds for the options exercised totalled $1.5 million~~included in the ~~fourth quarter~~statement of ~~2012. No stock options were granted or exercised in~~consolidated earnings under the ~~fourth quarter~~caption cost of ~~2011.~~sales.

Financial Risk, Objectives and Policies

On January 1, 2015, the Company adopted and implemented IFRS 9 (2013) -Financial Instruments. This standard replaces IAS 39 -Financial Instruments: Recognition and Measurement and previous versions of IFRS 9. IFRS 9 (2013) includes revised guidance on the classification and measurement of financial assets and liabilities and introduces a new general hedge accounting model which aims to better align a company’s hedge accounting with risk management.

The Company ~~announced~~is exposed to a ~~normal course issuer bid effective May 20, 2010, which entitled~~risk of change in cash flows due to the fluctuations in interest rates applicable on its variable rate Revolving Credit Facility and other floating rate debt. In the first and third quarters of 2015, to hedge the long-term cost of floating rate debt, the Company entered into interest rate swap agreements that are designated as cash flow hedges.

Index to repurchase for cancellation upFinancial Statements

The terms of the interest swap agreements are as follows:


Maturity	Notional amount		Settlement		Fixed interest rate paid
	$				%
November 18, 2019		40,000,000		Monthly		1.610
August 20, 2018		60,000,000		Monthly		1.197

Please refer to ~~2,947,552 of its 58,951,050 common shares issued and outstanding, representing 5%~~Note 21 of the Company’s ~~common shares issued~~Financial Statements for a complete discussion of the Company’s risk factors, risk management, objectives and ~~outstanding as of that date. The normal course issuer bid expired May 2011 and~~policies.

Litigation

On July 3, 2014, the Company ~~did not repurchase any shares.~~was informed of a complaint filed on June 27, 2014 by its former Chief Financial Officer with the Occupational Safety and Health Administration of the US Department of Labor (“OSHA”) alleging certain violations by the Company related to the terms of his employment and his termination. The Company aggressively contested the allegations and believes it demonstrated that the ~~purchase of its own common shares may, in appropriate circumstances, be a responsible investment of available funds on hand.~~

~~Litigation~~former Chief Financial Officer’s assertions are entirely without merit.

In ~~2009,~~a letter dated July 16, 2015, OSHA informed the Company that the former Chief Financial Officer had withdrawn his OSHA complaint in order to file a complaint against the Company in US federal district court. The withdrawal occurred prior to any determination by OSHA regarding the complaint.

On November 5, 2015, the former Chief Financial Officer filed a ~~complaint~~lawsuit against the Company in the USUnited States District Court for the Middle District of ~~Florida against Inspired Technologies, Inc. (“ITI”) alleging~~Florida. The lawsuit is premised on essentially the same facts and makes essentially the same allegations as asserted in the OSHA complaint; the lawsuit seeks unspecified money damages and a trial by jury. The Company is not currently able to predict the probability of a favourable or unfavourable outcome, or the amount of any possible loss in the event of an unfavourable outcome. Consequently, no material provision or liability has been recorded for these allegations and claims as of December 31, 2015. As with the OSHA claim, the Company believes that ~~ITI had breached its obligations under a supply~~the former Chief Financial Officer’s assertions in the lawsuit are entirely without merit. However, upon termination and in accordance with the existing employment agreement ~~with~~between the Company and ~~ITI filed~~the former Chief Financial Officer, a ~~counterclaim~~termination benefit accrual of $0.4 million had been recorded as of December 31, 2014. Terms of such agreement were not met within the timeframe specified therein and the termination benefit accrual was consequently reversed during the year ended December 31, 2015.

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 ~~alleging~~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 ~~Company had breached its obligations under~~probable ultimate resolution of any such proceedings and claims, individually or in the ~~agreements. On April 13, 2011, after two trials~~aggregate, will not have a material adverse effect on the ~~issues, the Court entered a Judgment against~~financial condition of the Company, ~~in the amount~~taken as a whole, and accordingly, no amounts have been recorded as of approximately $1.0 million. On May 19, 2011, the Company entered into a settlement agreement with ITI with respect to all outstanding litigation between the parties. Pursuant to the terms of the settlement, the Company paid approximately $1.0 million to ITI in full and complete settlement of all matters between them with respect to the litigation.

December 31, 2015.

On February 10, 2012, Multilayer Stretch Cling Film Holdings, Inc. (“Multilayer”) filed a complaint against the Company in the US District Court for the Western District of Tennessee, alleging that the Company has infringed a US patent issued to Multilayer that covers certain aspects of the manufacture of stretch film. Multilayer has filed substantially similar complaints against several other manufacturers of stretch film. In its complaint against the Company, Multilayer is seeking an injunction against the Company‘s alleged infringement, damages of not less than a reasonable royalty, trebling of the damage award and attorneys’ fees. This matter is presently in the discovery phase of litigation. At this time, it is not possible to assess the likelihood of an adverse outcome or determine an estimate, or a range of estimates, of potential damages. The Company believes it has meritorious legal positions and intends to vigorously defend this litigation.

Critical Accounting Judgments, Estimates and Assumptions

The preparation of the ~~consolidated financial statements~~Company’s 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:

Significant Management Judgment

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.

Index to Financial Statements

Estimation Uncertainty

Impairments

At the end of each reporting period the Company performs a test of ~~Impairment,~~impairment on assets subject to amortization if there are indicators of impairment. Goodwill allocated to cash generating units (“CGU”) and intangible assets with indefinite lives are tested annually. An impairment loss is recognized when the carrying value of an asset or ~~cash generating unit~~CGU exceeds its recoverable amount, which in turn is the higher of its fair value less costs to sell and its value in use. The value in use is based on discounted estimated future cash flows. The cash flows are derived from the budget or forecasts for the estimated remaining useful lives of the ~~cash generating units~~CGUs and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the performance of the asset or ~~cash generating unit~~CGU being tested. The value in use will vary depending on the discount rate applied to the discounted cash flows, the estimated future cash inflows, and the growth rate used for extrapolation purposes.

Refer to Note 12 of the Company’s Financial Statements for more information regarding impairment testing.

Pension and other post-retirement benefits

The cost of defined benefit pension plans and other post-retirement ~~benefits~~benefit plans and the present value of the related obligations are determined using actuarial valuations. The determination of benefits expense and related obligations requires assumptions such as the ~~expected return on assets available to fund pension obligations, the~~ discount rate to measure obligations, expected mortality ~~the expected future compensation~~ and the expected healthcare cost trend. Actual results will differ from estimated results which are ~~estimated~~ based on assumptions. Refer to Note 17 of the Company’s Financial Statements for more information regarding the assumptions related to the pension and other post-retirement benefit plans.

Uncertain tax positions

The Company is subject to taxation in numerous jurisdictions. There are many 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 ~~its~~their 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. Where the outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

~~Deferred income taxes~~

~~Deferred tax assets are recognized for unused tax losses and tax credits~~Refer to the extent that it is probable that 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 levelNote 5 of the ~~reversal of existing timing differences, future taxable~~Company’s Financial Statements for more information regarding income ~~and future tax planning strategies.~~

taxes.

~~Fair value measurement of financial instruments~~

Where the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they are determined using valuation techniques including the discounted cash flows model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. The judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

~~Leases~~

Leases are classified as either operating or finance, based on the substance of the transaction at inception of the lease. In some cases, the assessment of a lease contract is not always conclusive and management uses its judgment in determining if an agreement is a finance lease that transfers substantially all risks and rewards incidental to ownership, or an operating lease.

Useful lives of depreciable assets

Management reviews the useful lives, depreciation methods and residual values of depreciable assets at each reporting date. As of the reporting date, management assesses the useful lives which represent the expected utility of the assets to the Company. Actual results, however, may vary due to technical or commercial obsolescence, particularly with respect to ~~computers~~information technology and manufacturing equipment.

Net realizable value of inventories and parts and supplies

Inventories and parts and supplies are measured at the lower of cost or net realizable value. In estimating net realizable values of inventories and parts and supplies, management takes into account the most reliable evidence available at the time the estimate is made.

Allowance for doubtful accounts 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, taking into consideration customer creditworthiness, current economic trends, past experience and ~~past experience.~~credit insurance coverage. The Company also records reductions to revenue for estimated returns, claims, customer rebates, and other incentives that are estimated based on historical experience and current economic trends. If future collections and trends differ from estimates, future earnings will be affected. Refer to Note 21 of the Company’s Financial Statements for more information regarding the allowance for doubtful accounts and the related credit risks.

Index to Financial Statements

Provisions ~~for restoration~~

Provisions ~~for restoration represent~~are recognized when the ~~estimated value~~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.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation ~~to restore one or more leased facilities~~ at the end of the ~~related lease. The estimated value reflects~~reporting period, taking into account the risks and uncertainties surrounding the obligation. When a ~~combination of management’s assessment of the cost of performing the work required, the timing of~~provision is measured using the cash flows ~~and~~estimated to settle the ~~discount rate, as applicable~~present obligation, its carrying amount is the present value of those cash flows, when the effect of the time value of money is material. ~~A change in any or a combination~~

Provisions of the ~~three key assumptions used~~Company include environmental and restoration obligations, termination benefits and other provisions. Refer to ~~determine the provisions could have an impact on earnings and on the carrying value~~Note 14 of the ~~provision.~~Company’s Financial Statements for more information regarding provisions.

~~Provisions for termination benefits~~Stock-based payments

~~Termination benefits are recognized as a liability~~The estimation of stock-based payment fair value and expense requires the selection of an ~~expense when, and only when,~~appropriate pricing model.

The model used by the Company ~~is demonstrably committed to terminate~~for the employment of an employee or group of employees before normal retirement date. The measurement of termination benefits is based on the expected costs and the number of employees expected to be terminated.

~~Provisions for litigation~~

~~The Company is currently defending certain litigation where the actual outcome may vary from the amount recognized in the financial statements.~~

~~Stock-based payments~~

~~The Company has adopted an~~ Executive Stock Option Plan (“ESOP”) and a Stock Appreciation Rights Plan (“SAR Plan”). The ESOP is an equity-settled plan under which certain members of management and directors receive options to acquire common shares of the Company. The SAR Plan is ~~a cash-settled plan under~~the Black-Scholes pricing model. The Black-Scholes pricing model requires the Company to make significant judgments regarding the assumptions used within the model, the most significant of which ~~certain members of management and directors receive a cash amount equal to~~are the ~~difference between the base price~~expected volatility of the ~~Stock Appreciation Right (“SAR”) and~~Company’s own stock, the ~~market value~~probable life of ~~a common share~~awards granted, the time of exercise, the ~~Company on~~risk-free interest rate commensurate with the ~~date of exercise.~~

~~With respect to the ESOP, the expense is based on the grant date fair value~~term of the awards, and the expected dividend yield.

The model used by the Company for the PSU Plan is the Monte Carlo simulation model. The Monte Carlo simulation model requires the Company to ~~vest over~~make significant judgments regarding the ~~vesting period. For~~assumptions used within the ~~SAR Plan,~~model, the ~~expense is determined based on~~most significant of which are the volatility of the Company’s own stock as well as a peer group, the performance measurement period, and the risk-free interest rate commensurate with the term of the awards.

Refer to Note 15 of the Company’s Financial Statements for more information regarding stock-based payments.

Business acquisitions

Management uses valuation techniques when determining the fair values of certain assets and liabilities acquired in a business combination. In particular, the fair value of contingent consideration is dependent on the ~~liability at~~outcome of many variables including the ~~end~~acquirees’ future profitability.

Refer to Note 16 of the ~~reporting period until~~Company’s Financial Statements for more information regarding business acquisitions.

Changes in Accounting Policies

On January 1, 2015, the ~~award is settled. The expense is~~Company adopted and implemented IFRS 9 (2013) -Financial Instruments. This standard replaces IAS 39 - Financial Instruments: Recognition and Measurement and previous versions of IFRS 9. IFRS 9 (2013) includes revised guidance on the classification and measurement of financial assets and liabilities and introduces a new general hedge accounting model which aims to better align a company’s hedge accounting with risk management.

Previously, the Company classified financial assets when they were first recognized ~~over~~as fair value through profit or loss, available for sale, held to maturity investments or loans and receivables. Under IFRS 9 (2013), the ~~vesting period, which is~~Company classifies financial assets under the ~~period over which all~~same two measurement categories as financial liabilities: amortized cost or fair value through profit and loss. Financial assets are classified as amortized cost if the purpose of the ~~specified vesting conditions~~Company’s business model is to hold the financial assets for collecting cash flows and the contractual terms give rise to cash flows that are ~~satisfied. For awards with graded vesting, the~~solely payments of principal and interest. All other financial assets are classified as fair value through profit or loss. The adoption of ~~each tranche~~this standard has not resulted in any changes to comparative figures.

The Company has not yet adopted IFRS 9 (2014) -Financial Instruments that incorporates the new impairment model that assesses financial assets based on expected losses rather than incurred losses as applied in IAS 39. This final standard will replace IFRS 9 (2013) and is ~~recognized over its respective vesting period. At the end of each reporting period, the Company re-assesses its estimates of the number of awards that are expected~~effective for annual periods on or after January 1, 2018.

Index to vest and recognizes the impact of the revisions in the consolidated earnings (loss) statement.
Financial Statements

New Standards and Interpretations Issued but Not Yet Effective

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 ~~for~~in the first reporting period ~~beginning~~following the date of ~~the pronouncement.~~application. Information on new standards, amendments and interpretations, and improvements to existing standards, which could potentially impact the Company’s ~~consolidated financial statements,~~Financial Statements, are detailed as follows:

~~Amended~~IFRS 15 – Revenue from Contracts with Customers replaces IAS 118 –~~Presentation of Financial Statements~~~~: Amended~~ Revenue, IAS ~~1 includes~~11 – Construction Contracts and some revenue related interpretations. IFRS 15 establishes a new ~~requirement for entities to group items presented in other comprehensive income on~~control-based revenue recognition model, changes the basis ~~of whether they are potentially re-classifiable to profit~~for deciding when revenue is recognized at a point in time or ~~loss. The~~over time, provides new ~~requirement~~and more detailed guidance on specific topics and expands and improves disclosures about revenue. IFRS 15 is effective for annual reporting periods beginning on or after ~~July~~January 1, ~~2013.~~2018. Management ~~does not expect a significant~~has yet to assess the impact ~~from Amended IAS 1~~of this new standard on the ~~financial statements of the Company.~~Company’s Financial Statements.

IFRS 9 –(2014) - Financial Instruments~~: The IASB intends to replace IAS 39~~~~Financial Instruments~~~~: Recognition and Measurement in its entirety. The replacement standard (IFRS 9) is being~~ was issued in ~~phases. To date,~~July 2014 and differs in some regards from IFRS 9 (2013) which the ~~chapters dealing with recognition,~~Company adopted effective January 1, 2015. IFRS 9 (2014) includes updated guidance on the classification ~~measurement~~ and ~~derecognition~~measurement of financial ~~assets and liabilities have been issued. These chapters are~~assets. The final standard also amends the impairment model by introducing a new expected credit loss model for calculating impairment. The mandatory effective date of IFRS 9 (2014) is for annual periods beginning on or after January 1, ~~2015. Further chapters dealing~~2018 and must be applied retrospectively with ~~impairment methodology and hedge accounting are still being developed.~~some exemptions. Early adoption is permitted. Management has yet to assess the impact ~~that these amendments are likely to have~~of this new standard on the ~~consolidated~~Company’s Financial Statements.

In January 2016, the IASB published IFRS 16 - Leases which will replace IAS 17 - Leases. IFRS 16 eliminates the classification as an operating lease and requires lessees to recognize a right-of-use asset and a lease liability in the statement of financial ~~statements of the Company.~~

~~IFRS 10 –~~~~Consolidated Financial Statements~~ ~~and IFRS 12 –~~~~Disclosure of Interests in Other Entities~~~~: IFRS 10 provides a single consolidation model that identifies control as the basis for consolidation~~position for all ~~types~~leases with exemptions permitted for short-term leases and leases of ~~entities.~~low value assets. In addition, IFRS ~~10 replaces~~16 changes the definition of a lease; sets requirements on how to account for the asset and liability, including complexities such as non-lease elements, variable lease payments and options periods; changes the accounting for sale and leaseback arrangements; largely retains IAS 27~~Consolidated~~17’s approach to lessor accounting and ~~Separate Financial Statements~~ ~~and SIC-12~~~~Consolidation – Special Purpose Entities~~.introduces new disclosure requirements. IFRS 12 combines, enhances and replaces the disclosure requirements for subsidiaries, joint arrangements, associates and unconsolidated structured entities. As a consequence of these new IFRS disclosure requirements, the IASB also issued amended and retitled IAS 27~~Separate Financial Statements. IAS 28~~~~Investments in Associates and Joint Ventures~~ ~~has been amended to include joint ventures in its scope and to address the changes in IFRS 10 to IFRS 13. The new requirements are~~16 is effective for annual reporting periods beginning on or after January 1, ~~2013. These new standards will have no impact on~~2019 with early application permitted in certain circumstances. Management has yet to assess the ~~Company as it has interests only in fully owned subsidiaries.~~

~~IFRS 13 –~~~~Fair Value Measurement~~: IFRS 13 clarifies the definition of fair value and provides related guidance and enhanced disclosures about fair value measurements. IFRS 13 applies when other IFRS standards require or permit fair value measurements. It does not introduce any new requirements to measure an asset or a liability at fair value, change what is measured at fair value in IFRS standards or address how to present changes in fair value. The new requirements apply prospectively and are effective for annual periods beginning on or after January 1, 2013. The impact of this new standard ~~will have no impact~~ on the Company’s ~~current fair value measurement accounting practices or disclosures.~~

Amended IAS 19 – Employee Benefits: Amended for annual periods beginning on or after January 1, 2013 with retrospective application. The new standard introduces a measure of net interest income (expense) computed on the net pension asset (obligation) that will replace separate measurement of the expected return on plan assets and interest expense on the benefit obligation. The new standard also requires immediate recognition of past service costs associated with benefit plan changes; eliminating the requirement to recognize over the vesting period.

Upon retrospective application of the new standard, the Company’s restated net earnings for 2012 will be lower than originally reported under the current accounting standard. The decrease will arise under the new standard primarily because net interest income (expense) will be calculated using the discount rate used to value the benefit obligation, which is lower than the expected rate of return on assets currently used to measure interest attributable to plan assets. The expected rate of return on assets will no longer be a critical accounting estimate because the Company will not use this to measure under the new accounting standard.

The expected impact of adoption is a decrease to earnings before income tax expense (benefit) of $1.9 to $2.9 million and $1.2 to $2.1 million for the years ended December 31, 2012 and 2011, respectively.Financial Statements.

Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Company’s ~~consolidated financial statements.~~Financial Statements.

~~Summary of Quarterly Results~~

~~A table of unaudited Consolidated Quarterly Statements of Earnings (Loss) for the twelve most recent quarters can be found at the beginning of the Company’s Management’s Discussion and Analysis.~~

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 and the Chief Financial Officer 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 8.2 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.

Internal control over financial reporting 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. The Chief Executive Officer and Chief Financial Officer of the Company have evaluated whether there were 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. The Chief Executive Officer and ~~the~~ Chief Financial Officer have concluded that the Company’s internal control over financial reporting as of December 31, ~~2012~~2015 was effective.

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.

Index to Financial Statements

Additional Information

Additional information relating to the Company, including its Form 20-F filed in lieu of an Annual Information Form for ~~2012,~~2014, is available on the Company’s website ~~(www.intertapepolymer.com)~~(www.itape.com) as well as under the Company’s profile on SEDAR ~~(www.sedar.com), the system used for electronically filing most securities-related information with the Canadian securities regulatory authorities~~at www.sedar.com and on EDGAR at www.sec.gov.

Forward-Looking Statements
Certain statements and information included in this Item constitute “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of United States federal securities legislation (collectively, “forward-looking statements”). All statements other than statements of historical facts included in this Item, including statements regarding the Company’s industry and the Company’s prospects, plans, financial position and business strategy may constitute forward-looking statements. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industries in which the Company operates as well as beliefs and assumptions made by the Company’s management. Such statements include, in particular, statements about the Company’s plans, prospects, financial position and business strategies. Words such as “may,” “will,” “expect,” “continue,” “intend,” “estimate,” “anticipate,” “plan,” “foresee,” “believe” or “seek” or the negatives of these terms or variations of them or similar terminology are intendedIndex 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: the Company’s anticipated business strategies; anticipated trends in the Company’s business; anticipated cash flows from the Company’s operations; availability of funds under the Company’s Asset-Based Loan facility; 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” and the other factors contained in the Company’s filings with the Canadian securities regulators and the US Securities and Exchange Commission. Each of these forward-looking statements speaks only as of the date of this Form 20-F. The Company will not update these statements unless applicable securities laws require it to do so.
Financial Statements

~~Item 6.~~

Item 6:

Directors, Senior Management and Employees

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 date upon 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 June ~~5, 2013,~~9, 2016, at which time the current term of each Director will expire.


Name and City of Residence	Position and Occupation	~~First Year as~~ ~~Director~~
~~Eric E. Baker~~ ~~Long Sault, Ontario, Canada~~	~~Director – Chairman of the Board~~First Year as ~~Managing Partner, Miralta Capital L.P.~~Director ~~President, Altacap Investors Inc. (private equity manager)~~	~~1989-2000~~ ~~2007~~

Robert M. Beil Phoenix, Arizona	Director September 2006 – Retired Sales, Marketing, Business and Executive Management, the Dow Chemical Company, 1975 to September 2006	2007

George J. Bunze, ~~CMA~~CPA Ile Bizard, Quebec, Canada	Director – Chairman of the Board (1) Vice-Chairman and Director, Kruger Inc. (manufacturer of paper, tissue, wood products, energy (hydro/wind) and wine and spirits products)	2007
Frank Di Tomaso, FCPA, FCA, ICD.D Montreal, Quebec, Canada	Director Director, Birks Group Inc. (designer, manufacturer and retailer of jewelry, timepieces, silverware and gifts), National Bank Trust (asset management and trust services firm), National Bank Life Insurance Company, Yorbeau Resources Inc. (gold exploration company), ADF Group Inc. (complex structural steel and heavy built-up steel components for the non-residential construction industry), and Laurentian Pilotage Authority (regulates operations of pilotage services on the St. Lawrence River) Director, Redline Communications Group Inc., 2010 to 2013 (wireless communications network designer and manufacturer) Partner and Advisory Partner 1981 to 2012 of Raymond Chabot Grant Thornton	2014
Robert J. Foster Toronto, Ontario, Canada	Director ~~CEO~~Chief Executive Officer and President, Capital Canada Limited (investment banking firm)	2010

~~Name and City of Residence~~
~~Position and Occupation~~
~~First Year as~~
~~Director~~
James Pantelidis
Toronto, Ontario, Canada

Director
Director and Chairman of the Board of Parkland Fuel Corporation (distributor and marketer of fuels and lubricants)
Director and Chairman of the Board of EnerCare Inc. (home services company)
2012
Jorge N. Quintas
Porto, Portugal

Director
President, Nelson Quintas SGPS, SA (manufacturer of electrical and telecommunication cables)
2009
Mary Pat Salomone
Naples, Florida
Director (2)
Senior Vice President and COO, The Babcock & Wilcox Company 2010 to 2013 (power generation company)
Director, TransCanda Corporation (energy infrastructure company)
Director, TransCanada Pipelines Limited (energy infrastructure company)
2016
Gregory A.A.C. Yull
Sarasota, Florida

Director
CEO and President of the Company since June 2010, President Tapes and Films Division of the Company, 2008 through 2010; prior to that served as Executive Vice President, Industrial Business Unit for Tapes and Films since November 2004
2010
Melbourne F. Yull
Sarasota, Florida

Director
Executive Director through June 8, 2010
June 2006 – June 2007 – Retired
Prior thereto he was Chairman of the Board and ~~CEO~~Chief Executive Officer of the Company
Father of Gregory A.C. Yull

1989-2006
2007

(1)	On June 4, 2015, the Board of Directors appointed Mr. Bunze as the new Chairman of the Board following the retirement of the former Chairman, Mr. Eric E. Baker.

(2)	On November 30, 2015, the Board of Directors appointed Ms. Salomone as a new member of the Board of Directors.

Index to Financial Statements

Senior Management

The following table sets forth the name, residence and position of each member of senior management of the Company as of the date hereof, as well as the date upon which each was first elected:


Name and City of Residence		Position and Occupation		First Elected To Office
Gregory A.A.C. Yull Sarasota, Florida		~~CEO~~Chief Executive Officer & President		2010
	~~President, Tapes & Films~~		~~2008~~
	~~President, Distribution Products – Tapes & Films~~		~~2005~~
~~Bernard J. Pitz~~Jeffrey Crystal, CPA, CA ~~Lakewood Ranch,~~Sarasota, Florida		Chief Financial Officer		~~2009~~
			2014
~~Burgess H. Hildreth~~Douglas Nalette¹ ~~Sarasota,~~Longboat Key, Florida		Senior Vice President, ~~Administration~~Operations		~~2010~~
	~~Vice President Human Resources~~		~~1998~~
			2006
~~Jim Bob Carpenter~~Shawn Nelson¹ ~~Sarasota, Florida~~		~~Sr. Vice President Global Sourcing~~		~~2012~~
	~~Sr. Vice President, ECP & Procurement~~		~~2010~~
	~~President, ECP Division~~		~~2008~~
	~~Executive Vice President, Global Sourcing~~		~~2004~~

~~Shawn Nelson~~¹ Bradenton, Florida		Senior Vice President Sales		2010
~~Shawn Nelson~~¹ Bradenton, Florida		~~Vice President~~		~~2006~~

~~Douglas Nalette~~Joseph Tocci¹ ~~Parrish,~~Bradenton, Florida		Senior Vice President, ~~Operations~~Logistics and Supply Chain		~~2006~~2013

¹	Officer of Intertape Polymer Corp., a wholly owned subsidiary of the Company

The principal ~~occupations~~occupation of each member of senior management for the last five (5) years is as follows:

Gregory A.A.C. Yull was appointed Chief Executive Officer and President on June 8, 2010. He was President, Tapes & Films, ~~since 2008. Prior~~from 2008 to that he was President, Distribution Products (Tapes & Films), since October 2005. Prior to that he served as Executive Vice President, Industrial Business Unit (for Tapes and Films) since November 2004, and prior to that was President, Film Products, since June ~~1999. Prior to that he was Products Manager – Films since 1995.~~2010. Gregory A.A.C. Yull is a son of Melbourne F. Yull.

~~Bernard J. Pitz~~Jeffrey Crystalwas appointed Chief Financial Officer on ~~November 12, 2009. Prior to that he served as the Chief Financial Officer and Senior Vice President of SonoSite Inc. from~~ May ~~2008 to October 2008.~~9, 2014. Prior to that he served as Vice President of Finance of Primo International since December 2013. Prior to that he served as Chief Financial Officer ~~and Treasurer at Sybron Dental Specialties, Inc. since May 11, 2005.~~of American Iron & Metal from June 2008 to February 2013.

~~Burgess H. Hildreth~~Douglas Nalette was appointed Senior Vice President ~~Administration on August 15, 2010. He was Vice President, Human Resources, since October 1998. Prior to that he had been the Vice President Administration of Anchor Continental, Inc.~~Operations in 2006.

~~Jim Bob Carpenter~~ was appointed Senior Vice President Global Sourcing in 2012. He was Senior Vice President ECP and Procurement since 2010. Prior to that he was President, ECP Division since 2008. Prior to that he was Executive Vice President, Global Sourcing since January 2005. Prior to that he served as the President, Woven Products, since 1998 and prior to that, he was the General Manager of Polypropylene Resin Division of Fina Oil & Chemical Co.

Shawn Nelson was appointed Senior Vice President Sales in 2010. Prior to that he served as Senior Vice President Industrial Channel since 2006. In 2005 he was Vice President Packaging. Prior to that he was Exlfilm® General Manager since 2000 and Exlfilm® Director of Sales since 1998. In 1997 he was Midwest Regional Sales Manager and a Sales Representative since 1995. Prior to that he had been the Regional Sales Manager of Polychem.

~~Douglas Nalette~~Joseph Tocci was appointed Senior Vice President ~~Operations~~of Logistics and Supply Chain in ~~2006. He was Director of Carton Sealing Manufacturing since 2004.~~2013. Prior to that he ~~was the Director~~served as Senior Vice President of ~~Manufacturing – Pressure Sensitive Tape for Central Products Company.~~Corporate Marketing, Research & Development, and Supply Chain since 2012. Prior to that he served as Senior Vice President of Corporate Marketing and Supply Chain since 2011. Prior to that he served as Senior Vice President of Consumer and Supply Chain since 2009.

Index to Financial Statements

COMPENSATION

The following table sets forth the compensation paid, and benefits in kind granted, to the Company’s Directors and senior management for the last fiscal year for services in all capacities to the Company, including contingent and deferred compensation.

2012
   Annual Compensation    Long-Term
Compensation
Name and principal position
   Salary
$    Bonus
$    Other
$ Director/
Committee
Fees
$    SAR’s granted
Eric E. Baker
Director, Chairman
   —         —         —      108,000       10,000
Robert M. Beil
Director
   —         —         —      44,000       10,000
George J. Bunze
Director
   —         —         —      53,500       10,000
Robert J. Foster
Director
   —         —         —      52,000       10,000
James Pantelidis
Director
   —         —         —      26,000       30,000
Jorge N. Quintas
Director
   —         —         —      37,500       10,000
Torsten A. Schermer
Director
   —         —         90,000 ⁽¹⁾ 23,500       —

2012
   Annual Compensation    Long-Term
Compensation
Name and principal position
   Salary
$    Bonus
$    Other
$ Director/
Committee
Fees
$    SAR’s granted
Melbourne F. Yull
Director
   —         —         260,935 ⁽²⁾ 45,500       10,000
Gregory A. Yull
Director, CEO & President
   489,519       600,000       23,444 ⁽³⁾ —         500,905
Bernard J. Pitz
Chief Financial Officer
   378,929       452,704       1,225 ⁽⁴⁾ —         165,000
Jim Bob Carpenter
Sr. Vice-President, Global Sourcing
   310,300       248,240       —      —         40,000
Shawn Nelson
Sr. Vice-President Sales
   311,687       314,150       —      —         80,000
Douglas Nalette
Sr. Vice-President Operations
   320,000       330,000       —      —         80,000
Burgess H. Hildreth
Sr. Vice-President Administration
   247,305       249,260       —      —         40,000
2015
      Annual Compensation    Performance Share Unit Plan    Deferred Share Unit Plan
Name and principal position
   Salary (1)
$    Bonus
$    Other
$ Director/
Committee
Fees (2)
$    Awards
granted    Awards
granted
Eric E. Baker
Director
   —         —         14,539 (3) 47,733       —         9,245
Robert M. Beil
Director
   —         —         —      47,000       —         4,775
George J. Bunze
Director, Chairman (4)
   —         —         —      79,500       —         6,965
Frank Di Tomaso
Director
   —         —         —      50,500       —         3,000
Robert J. Foster
Director
   —         —         —      53,000       —         6,878
James Pantelidis
Director
   —         —         —      46,000       —         3,000
Jorge N. Quintas
Director
   —         —         —      41,000       —         5,964
Mary Pat Salomone
Director (5)
   —         —         —      3,000       —         —
Melbourne F. Yull
Director
   —         —         260,935 (6) 45,000       —         6,315
Gregory A.C. Yull
Director, Chief Executive Officer & President
   543,269       412,500       41,655 (7) —         72,960       —
Jeffrey Crystal
Chief Financial Officer
   337,235       254,926       5,142 (8) —         20,550       —
Douglas Nalette
Senior Vice-President
Operations
   347,352       175,048       —      —         15,000       —
Shawn Nelson
Senior Vice-President
Sales
   330,918       166,640       —      —         15,000       —
Joseph Tocci
Senior Vice-President Logistics & Supply Chain
   308,985       155,714       —      —         10,410       —

(1)	~~Discretionary payment to former Director~~Represents amounts included in each executive’s W-2, rather than the base salary amount.

(2)	Represents total compensation for Board and Committee fees, which includes both cash payments and the value of DSUs elected in lieu of cash for such fees.

(3)	Represents amounts paid with respect to a service award. Mr. Baker retired from the Board in June 2015.

(4)	On June 4, 2015, the Board of Directors appointed Mr. Bunze as the new Chairman of the Board following the retirement of the former Chairman, Mr. Baker.

(5)	On November 30, 2015, the Board of Directors appointed Ms. Salomone as a new member of the Board of Directors.

(6)	Mr. Yull receives a pension from ~~the Company~~Intertape (see Pension and Other Post-Retirement Benefit Plans subsection below).

~~(3)~~(7)

~~Primarily includes an amount of $21,589 with respect to~~Represents a Company leased vehicle, club membership and associated tax gross up paid by ~~the Company~~Intertape to Mr. Yull pursuant to the terms of Mr. Yull’s employment ~~agreement~~agreement.

~~(4)~~(8)

Represents amounts paid with respect to relocation.

~~2012~~

Index to Financial Statements

2015 Senior Management Bonus Plan

Each of the members of senior management, received a performance bonus for ~~2012.~~2015. Bonuses were paid ~~depend~~based on the level of achievement of financial objectives of the Company. The Company attributes to each executive, depending on his or her ~~hierarchic~~management level, a bonus target level set as a percentage of his or her salary, representing the amount which will be paid if all objectives are achieved according to the targets set. Actual bonuses may vary between zero and twice the target bonus, based on the level of achievement of the predetermined objectives set out at the beginning of the fiscal year. The objectives and weight attached thereto are re-evaluated on an annual basis by the Compensation Committee and communicated to the relevant individuals.

For the fiscal year ended December 31, ~~2012,~~2015, the bonuses were based on the Company achieving certain target amounts for:

(i) Adjusted EBITDA, which the Company defines as net earnings (loss) before: (i) interest and other finance costs; (ii) income tax expense (benefit); (iii) amortization of intangible assets; (iv) depreciation of property, plant and equipment; (v) manufacturing facility closures, restructuring and other related charges; (vi) stock-based compensation expense (benefit); (vii) impairment of goodwill; (viii) impairment (reversal of impairment) of long-lived assets and other assets; (ix) write-down on assets classified as held-for-sale; (x) (gain) loss on disposal of property, plant, and equipment and (xi) other discrete items as disclosed; and

~~(i)~~

~~Adjusted EBITDA, which~~

(ii) Cash flows from operating activities.

At the Compensation Committee’s recommendation, the Company defines as EBITDA before (i) manufacturing facility closures, restructuring and other related charges; (ii) stock-based compensation expense; (iii) impairment of goodwill; (iv) impairment of long-lived assets and other assets; (v) write-down on assets classified as held-for-sale; and (vi) other items as disclosed; and

~~(ii)~~

~~Cash flows from operations after changes in working capital.~~

~~The~~ Board of Directors elected to use Adjusted EBITDA instead of EBITDA (which the Company defines as net earnings (loss) before (i) interest and other (income) expense; (ii) income tax expense (benefit); (iii) refinancing expense, net of amortization; (iv) amortization of debt issue expenses; (v) amortization of intangibles assets; and (vi) depreciation of property, plant and equipment) in determining bonuses for ~~2012 inasmuch as~~2015 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., manufacturing facility ~~closure costs)~~closures, restructuring and other related charges) were viewed to be in the long term interest of the Company and that such amounts should not impact the ability of senior management to achieve the performance bonus targets.

The target amount for Adjusted EBITDA for ~~2012~~2015 was set at ~~$70,064,000~~$116,000,000 (the “Adjusted EBITDA Target”) and the target amount for cash flows from ~~operations after changes in working capital~~operating activities was ~~$53,100,000~~set at $83,400,000 (the “Cash Flows Target”). The Company’s Adjusted EBITDA ~~for 2012~~ was ~~$87,904,000~~$102,019,000 which was ~~125.5%~~87.9% of the Adjusted EBITDA Target. The ~~utilization~~Company’s cash flows from operating activities for 2015 was $102,268,000 which was 122.6% of ~~Adjusted EBITDA had~~ the ~~effect of increasing the bonus payable to the members of senior management other than Mr. Yull and Mr. Pitz.~~Cash Flows Target.

The following table presents the target incentive compensation as a percentage of salary, the indicators used in ~~2012~~2015 to measure the Company’s performance for purposes of the short term incentive compensation program and their relative weight.


		Gregory A. Yull			Bernard J. Pitz			Jim Bob Carpenter			Burgess H. Hildreth			Shawn Nelson			Douglas Nalette					Gregory A.C. Yull			Jeffrey Crystal			Shawn Nelson			Douglas Nalette			Joseph Tocci
2015 Annual Eligible Base Salary																						$	550,000		$	339,900		$	333,282		$	350,097		$	311,427
Incentive compensation as a percentage of salary	Minimum Target Maximum		0 100 100	% % %		0 100 100	% % %		0 40 80	% % %		0 50 100	% % %		0 50 100	% % %		0 50 100	% % %		Minimum Target Maximum		0 100 150	% % %		0 75 150	% % %		0 50 100	% % %		0 50 100	% % %		0 50 100	% % %
Relative weight of financial indicators
																					Adjusted EBITDA		50	%		50	%		50	%		50	%		50	%
Relative weight of financial indicators
Adjusted EBITDA			50	%		50	%		50	%		50	%		50	%		50	%

Cash flows from operations after changes in working capital			50	%		50	%		50	%		50	%		50	%		50	%
																					Cash flows from operating actives		50	%		50	%		50	%		50	%		50	%

																					Personal Performance Metrics		0	%		0	%		0	%		0	%		0	%
Total			100	%		100	%		100	%		100	%		100	%		100	%	Total			100	%		100	%		100	%		100	%		100	%

The bonus is calculated using, for each ~~objective,~~of the Adjusted EBITDA and Cash flows from operating activities objectives, the following formula and is equal to the sum of all results:


Annual Eligible Base salary ~~X number of applicable months~~ at target	X	~~Target bonus~~Bonus percentage (as determined based on the performance relative to the applicable objective’s target and as capped by the applicable maximum)	X	Weight of financial indicator
~~12 months~~

~~Members~~

Index to Financial Statements

For purposes of ~~senior management were also eligible for prorated bonus amounts~~the above calculation, “bonus percentage” is between 35% and 100% if between approximately 90% and 100% of the target objectives were achieved by the ~~Company.~~Company, respectively. For achievement between 90% and 100%, the “bonus percentage” is interpolated between 35% and 100%. For achievement above 100%, the “bonus percentage” is capped at 100% for purposes of calculating the bonuses for each of the Adjusted EBITDA and cash flows from operating activities objectives but such achievement triggers respective additional “reach” bonuses described below.

The members of senior management ~~other than Messrs. Yull and Pitz~~ were also eligible for an additional bonus calculated using an Adjusted EBITDA target amount of ~~$80,478,000~~$123,000,000 (the “Reach Adjusted EBITDA Target”). This additional bonus is calculated using the following ~~formula:~~formula (note that the fraction below is capped by the applicable maximum (i.e., it cannot exceed 1)):


Actual Adjusted EBITDA – Adjusted EBITDA Target	X	Maximum bonus amount-Target bonus amount	X Weight of financial indicator
Reach Adjusted EBITDA Target – Adjusted EBITDA Target

The members of senior management, ~~other than Messrs. Yull and Pitz~~ were also eligible for an additional bonus calculated using a Cash ~~Flows~~flows from operating activities target amount of ~~$60,900,000~~$91,700,000 (the “Reach Cash Flows Target”). This additional bonus is calculated using the following ~~formula:~~formula (note that the fraction below is capped by the applicable maximum (i.e., it cannot exceed 1)):


Actual Cash flows from ~~operations after changes in working capital~~operating activities - Cash Flows Target	X	Maximum bonus amount-Target bonus amount	X Weight of financial indicator
Reach Cash Flows Target – Cash Flows Target

The following table presents the objectives for ~~2012~~2015 approved by the Board of Directors and the results achieved by the ~~Company:~~Company.


	Target		Result		Evaluation of Performance			Target		Result		Evaluation of Performance
EBITDA	$	68,964,000	$	67,815,000		98.3	%
Adjusted EBITDA	$	70,064,000	$	87,904,000		125.5	%	$	116,000,000	$	102,019,000		87.9	%
Cash flows from operations after changes in working capital	$	53,100,000	$	84,500,000		159.1	%
Reach EBITDA	$	79,378,000	$	67,815,000		85.4	%
Cash flows from operating activities								$	83,400,000	$	102,268,000		122.6	%
Reach Adjusted EBITDA	$	80,478,000	$	87,904,000		109.2	%	$	123,000,000	$	102,019,000		82.9	%
Reach Cash Flows	$	60,900,000	$	84,500,000		138.8	%	$	91,700,000	$	102,268,000		111.5	%

Index to Financial Statements

The following table presents, for each target objective, the bonus amount earned by each member of senior management for ~~2012.~~2015.

   Gregory A.
Yull Bernard J.
Pitz Jim Bob
Carpenter    Burgess H.
Hildreth    Shawn Nelson    Douglas
Nalette
Adjusted EBITDA

Target
   $ 250,000    $ 190,962    $ 62,060       $ 62,315       $ 78,538       $ 82,500
Cash Flows Target
   $ 250,000    $ 190,962    $ 62,060       $ 62,315       $ 78,538       $ 82,500
Reach Targets
   —      —      $ 124,120       $ 124,630       $ 157,074       $ 165,000
Discretionary Bonus
   $ 100,000 ⁽¹⁾ $ 70,780 ⁽¹⁾ —         —         —         —








Total
   $ 600,000    $ 452,704    $ 248,240       $ 249,260       $ 314,150       $ 330,000


	Gregory A.C. Yull		Jeffrey Crystal		Shawn Nelson		Douglas Nalette		Joseph Tocci
Adjusted EBITDA	$	—	$	—	$	—	$	—	$	—

Cash Flows from Operating Activities	$	275,000	$	127,463	$	83,320	$	87,524	$	77,857

Reach Adjusted EBITDA	$	—	$	—	$	—	$	—	$	—

Reach Cash Flows	$	137,500	$	127,463	$	83,320	$	87,524	$	77,857


Total	$	412,500	$	254,926	$	166,640	$	175,048	$	155,714

~~(1)~~

~~The Board of Directors approved a discretionary bonus to Messrs. Yull and Pitz.~~

Defined Contribution Pension Plans

The Company maintains defined contribution pension plans in the United States 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 United States 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 ~~2012~~2015 for each member of senior management.

Name
   Company
Contributions
($)
Gregory A. Yull
   $ 16,500
Bernard J. Pitz
   $ 16,500
Jim Bob Carpenter
   $ 16,500
Shawn Nelson
   $ 16,500
Douglas Nalette
   $ 16,500
Burgess H. Hildreth
   $ 16,500


Name	Company Contributions $
Gregory A.C. Yull	$	14,575
Jeffrey Crystal	$	14,575
Douglas Nalette	$	14,575
Shawn Nelson	$	14,575
Joseph Tocci	$	14,575

Total Cash Payments

Total cash payments for employee future benefits for ~~2012,~~2015, consisting of cash contributed by the Company to its ~~funded~~unfunded 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 ~~$7.8~~$5.4 million ($~~5.0~~5.9 million in ~~2011)~~2014).

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 ~~the Company’s most recently-completed financial year.~~2015.

The Company entered into “change of control” agreements as of January 2001 with ~~each of Messrs. Jim Bob Carpenter (Sr. Vice-President, Global Sourcing), Burgess Hildreth (Sr. Vice-President, Administration),~~ Shawn Nelson, ~~(Sr. Vice-President Sales),~~ as of October 28, 2004 with Douglas Nalette, ~~(Sr. Vice-President Operations),~~ and as of ~~November 17, 2009~~September 8, 2006 with ~~Bernard J. Pitz (Chief Financial Officer).~~Joseph Tocci. These agreements provide that if, within a period of six months after a change of control of the Company: (a) the executive voluntarily terminates his employment with the Company; or (b) the Company terminates the executive’s employment without cause, such executive will be entitled to, subject to the restrictions of Section 409A of the Internal Revenue Code of 1986, in deferred compensation, a lump sum in the case of his resignation or an indemnity in lieu of notice in a lump sum in the case of his termination, equal to ~~either~~ 12 ~~or 24~~ months of such executive’s base remuneration at the effective date of such resignation or termination, ~~as follows: Jim Bob Carpenter, 24 months, Burgess Hildreth, 24 months, Shawn Nelson, 12 months, Douglas Nalettte, 12 months, and Bernard Pitz, 24 months,~~ and continued insurance coverage then in effect if permitted by its carrier during such period.

Furthermore, these agreements also provide that if during the term of the executive’s employment abona fide offer is made to all shareholders of the Company which, if accepted, would result in a change of control of the Company, then, subject to any applicable law, all of the executive’s options which have not yet become vested and exercisable shall become vested and exercisable immediately. Upon expiry of suchbona fide offer, if it does not result in a change of control of the Company, all of the executive’s unexercised options which were not vested prior to such offer, shall immediately revert to their unvested status and to their former provisions with respect to the time of their vesting.

Index to Financial Statements

On August 2, 2010, the Company entered into an Executive Employment Agreement with Gregory A.A.C. Yull. Pursuant to the terms of the Agreement, Mr. Yull shall receive an annual base salary of $450,000, increased to $475,000 commencing June 1, 2011, ~~and~~ $500,000 commencing on June 1, 2012. Annual base salary adjustment shall be determined by the Board as of June 1, 2013 and thereafter. Mr. Yull shall also be entitled to a performance bonus for each fiscal year ranging from zero to ~~100%~~150% of his then current annual base salary based on the achievement of specific goals that are mutually agreed to between Mr. Yull and the Board. For ~~2012,~~2015, Mr. Yull’s bonus was based on the Company achieving certain target amounts for ~~adjusted~~Adjusted EBITDA ~~after changes in working capital~~Targets and Cash Flow Targets, as ~~set forth~~further described above in the Section entitled ~~“2012~~“2015 Senior Management Bonus Plan”. ~~In addition to the amount calculated under this plan, Mr. Yull was rewarded a discretionary bonus approved by the Board of Directors in 2012.~~ During the first three years of Mr. Yull’s employment, commencing June 8, 2010, Mr. Yull ~~shall be~~was to have been granted 350,000 stock options annually in accordance with the Company’s Executive Stock Option Plan (“ESOP”) and thereafter at the discretion of the ~~Board. For~~Board of Directors. In 2012, instead of receiving an award of 350,000 stock options in accordance with his employment agreement, Mr. Yull agreed to receive 500,905 stock appreciation rights under the Company’s 2012 Stock Appreciation Rights Plan described below. The options ~~to be~~ granted during each of the first three years became, or shall become, exercisable in annual increments of 25% on each of the first four anniversaries of the grant date. Such options shall expire on the tenth anniversary of the grant date, subject to the early expiry provisions of the ESOP. The exercise price of such options shall be equal to the closing market price on the last trading day prior to the date of such grant. Fifty percent (50%) of the shares acquired by Mr. Yull pursuant to the exercise of the options granted under the Executive Employment Agreement must be retained by Mr. Yull and not sold or disposed of for a period of three years following the date when the option was exercised.

Provided Mr. Yull has served under the Agreement a minimum of five years, unless earlier terminated by the Company without cause or by Mr. Yull for Good Reason as defined in the Agreement, he shall receive a defined benefit supplementary pension annually for life equal to the lesser ofof: (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,~~60; 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. In the event of Mr. Yull’s death, his surviving spouse would receive 50% of the annual supplement pension benefit within ninety days of his death and continuing annually during her lifetime.

In the event the Company terminates Mr. Yull’s employment for any reason other than cause, or Mr. Yull terminates his employment for Good Reason as defined in the Agreement, Mr. Yull shall be entitled to severance pay in an amount equal to two times the sum of his 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. Subject to the restrictions of Section 409A of the Internal Revenue Code of 1986, such amount shall be paid 65% in a lump sum and the balance in eight equal quarterly instalments. In addition, all unvested 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 twelve months. Lastly, the retirement benefits set forth above shall vest.

In the event that Mr. Yull’s employment is terminated as a result of his Permanent Disability, as defined in the Agreement, or death, he shall be entitled to ~~receive~~receive: (i) accrued and unpaid base salary earned up to the date of ~~termination,~~termination; (ii) a pro-rated performance bonus that he would have received in respect of the fiscal year in which the termination ~~occurred,~~occurred; (iii) vacation pay earned up to the date of ~~termination,~~termination; and (iv) provided the date of termination is on or after the fifth year anniversary of the Agreement, the retirement benefits set forth above shall vest. In addition, 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.

In the event that Mr. Yull’s employment is terminated by the Company without cause or for Good Reason within two years of a Change of Control, as defined in the Agreement, then he shall be entitled to ~~receive~~receive: (i) accrued and unpaid base salary earned up to the date of ~~termination,~~termination; (ii) a pro-rated performance bonus that he would have received 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,~~years; (iii) vacation pay earned up to the date of ~~termination,~~termination; and (iv) severance pay in an amount equal to three times the sum of his 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 shall immediately vest and remain exercisable for a period of 36 months following the date of termination, and the retirement benefits set forth above shall vest. Mr. Yull shall also be entitled to participate, at his cost, in the benefits under the Company’s medical and dental benefit program until such time as he reaches the age of eligibility for coverage under Medicare. Lastly, disability and life insurance benefits shall be provided for the benefit of Mr. Yull pursuant to any benefit plans and programs then provided by the Company generally to its executives and continue for a period of 36 months following the date of termination.

Index to Financial Statements

Mr. Yull has also agreed to a customary non-compete for two years from the date of termination.

On ~~October 30, 2009,~~March 21, 2014, the Company ~~entered into an employment letter agreement with Bernard J. Pitz. Pursuant~~and Mr. Crystal mutually agreed to ~~the~~certain terms of ~~the letter agreement,~~employment. Under these terms, Mr. ~~Pitz~~Crystal receives an annual base salary of ~~$360,000. Further,~~$330,000. Mr. ~~Pitz was awarded 182,927 options with a grant price of CDN$3.61. In addition, the Company agreed to cover Mr. Pitz’ relocation costs. Mr. Pitz~~Crystal is also entitled to a bonus ranging from zero to ~~100%~~50% of his ~~then current~~then-current annual base salary based on the achievement of ~~specific goals that are mutually agreed to between Mr. Pitz and the Board. For 2012, Mr. Pitz’ bonus was based on the Company’s achieving~~ certain target amounts for ~~adjusted~~Adjusted EBITDA Targets and ~~cash flows from operations after changes in working capital~~Cash Flow Targets, with the bonus opportunity increasing to 100% of his then-current annual base salary based on the achievement of certain stretch Adjusted EBITDA goals, as ~~set forth~~further described above in the Section entitled ~~“2012~~“2015 Senior Management Bonus Plan” (also as further described in such section, certain percentages set forth in the terms of Mr. Crystal’s employment were adjusted in connection with the calculation of his 2015 bonus). In addition, ~~to the amount calculated under this plan, Mr. Pitz was rewarded a discretionary bonus approved by the Board of Directors in 2012.~~

~~On November 17, 2009,~~ the Company ~~entered into a second letter agreement with~~agreed to cover certain of Mr. ~~Pitz. Pursuant to~~Crystal’s relocation costs. Further, the terms ~~of the letter agreement, in the event the Company terminates~~provide that Mr. ~~Pitz’ employment for any reason other than Cause as defined in the letter agreement, or Mr. Pitz terminates his employment for Good Reason as defined in the letter agreement, Mr. Pitz shall~~Crystal will be entitled to severance pay in an amount equal to ~~12 times his highest total base monthly salary received in any one month during the~~ twelve months ~~prior to Mr. Pitz’ last day of employment, provided that~~base annual salary, or if Mr. ~~Pitz’ termination~~Crystal were terminated within six months of ~~employment occurs~~change of control, he will be entitled to severance pay in an amount equal to eighteen months base annual salary. Alternatively, if Mr. Crystal were to resign within six months of change of control, or the Company were to terminate Mr. Crystal after six months of change of control, he will be entitled to severance pay in an amount equal to twelve months ~~of the appointment of a Chief Executive Officer of the Company other than Gregory A. Yull, then the severance payment due to~~base annual salary. Mr. Pitz shall be equal to 24 times Mr. Pitz’ highest monthly salary. Subject to the restrictions of Section 409A of the Internal Revenue Code of 1986 (“Section 409A”), such amount shall be paid in either 12 or 24 equal monthly instalments as applicable (“Severance Period”). In the event there is a Section 409A Change in Control within 6 months prior to Mr. Pitz’ termination of employment or during the Severance Period, the remainder of the unpaid severance payments shall be accelerated and paid in a single lump sum within 10 days after the 409A Change in Control occurs, subject to Section 409A. In the event there is an occurrence of Good Reason and Mr. Pitz does not terminate his employment within 60 days of the occurrence, he shall be deemed to have waived such Good Reason. If Mr. Pitz’ employment is terminated for Cause, or he resigns without Good Reason, or retires, then Mr. Pitz will not be eligible for severance pay. Mr. PitzCrystal shall also be entitled to participate in the benefits under the Company’s medical, dental, vision, life insurance and accidental death and dismemberment coverage during the Severance Period, subject to the then current cost sharing features of the plans. In the event Mr. Pitz obtains other employment during the first twelve months of severance payments, the Company’s obligation to pay such severance shall cease. In the event Mr. Pitz obtains employment after twelve months but during the remainder of the Severance Period, the severance payments shall be reduced by the amount of compensation paid to Mr. Pitz by his subsequent employer.

On November 17, 2009, the Company also entered into a “change of control” agreement with Mr. Ptiz. The agreement provides that if, within a period of six months after a change of control of the Company: (a) Mr. Ptiz voluntarily terminates his employment with the Company; or (b) the Company terminates his employment without cause, Mr. Pitz will be entitled to, subject to the restrictions of Section 409A of the Internal Revenue Code of 1986, in deferred compensation, a lump

sum in the case of his resignation or an indemnity in lieu of notice in a lump sum in the case of his termination, equal to 24 months of Mr. Pitz’s base remuneration at the effective date of such resignation or termination. Mr. Pitz is also entitled to continuedcontinue insurance coverage then in effect if permitted by its carrier during such period.

On July 19, 2010, the Company entered into a letter agreement with Mr. Jim Bob Carpenter. Pursuant to the terms of the letter agreement, in the event the Company terminates Mr. Carpenter’s employment for any reason other than Cause as defined in the letter agreement, or Mr. Carpenter terminates his employment for Good Reason as defined in the letter agreement, Mr. Carpenter shall be entitled to severance pay in an amount equal to 24 times his highest total base monthly salary received in any one month during the twelve months prior to Mr. Carpenter’s last day of employment. Subject to the restrictions of Section 409A of the Internal Revenue Code of 1986 (“Section 409A”), such amount shall be paid in 24 equal monthly instalments (“Severance Period”). In the event there is a Section 409A Change in Control within 6 months prior to Mr. Carpenter’s termination of employment or during the Severance Period, the remainder of the unpaid severance payments shall be accelerated and paid in a single lump sum within 10 days after the 409A Change in Control occurs, subject to Section 409A. In the event there is an occurrence of Good Reason and Mr. Carpenter does not terminate his employment within 60 days of the occurrence, he shall be deemed to have waived such Good Reason. If Mr. Carpenter’s employment is terminated for Cause, or he resigns without Good Reason, or retires, then Mr. Carpenter will not be eligible for severance pay. Mr. Carpenter shall also be entitled to participate in the benefits under the Company’s medical, dental, vision, life insurance and accidental death and dismemberment coverage for a period of 12 months, subject to the then current cost sharing features of the plans. In the event Mr. Carpenter obtains other employment during the Severance Period, the Company’s obligation to pay such severance shall cease.

Executive Stock Option Plan

In 1992, the Company adopted the Executive Stock Option Plan (the “ESOP”) ~~in respect of the common shares of the Company.~~. Since its adoption, the ESOP has been amended on several occasions. The ESOP provides that the total number of common shares reserved for issuance thereunder is equal to 10% of the issued and outstanding common shares of the Company from time to time. The ESOP is considered to be an “evergreen” plan, ~~since~~because the number of common shares covered by options which have been exercised will be available for subsequent grants under the ESOP and the number of options available for grants increases as the number of issued and outstanding common shares of the Company increases. As such, under the rules of the Toronto Stock Exchange, a security-based arrangement such as the ESOP must, when initially put in place, receive shareholder approval at a duly-called meeting of shareholders and the unallocated options are subject to ratification by shareholders every three years thereafter. All unallocated options under the ESOP were ratified, confirmed and approved by shareholders at a special meeting of shareholders of the Company held on ~~September 6, 2012.~~June 4, 2015.

The purpose of the ESOP is to promote a proprietary interest in the Company among the executives, key employees and directors 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 in the ESOP is limited to persons holding positions that can have an impact on the Company’slong-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 ~~ESOP:~~ESOP (for further details regarding the ESOP, please see Exhibit 4.1 to this Form 20-F):

(a)

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;

(b)

options ~~vest at the rate of 25% per year, beginning, in the case of options~~that are granted to ~~employees, on the first anniversary date~~directors who are not executives officers of the ~~grant and, in the case of options granted to non-management directors,~~Corporation vest 25% on the date of grant, with another 25% vesting on each of the ~~grant;~~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.

(c)

~~the aggregate number of options that may be granted to directors who are not part of management may not exceed 1% of the number of issued and outstanding common shares of the Company;~~

~~(d)~~ 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 Toronto Stock Exchange for the day immediately preceding the effective date of the grant; and

~~(e)~~(d)

certain limitations exist on the number of options, common shares reserved for issuance, ~~to any person cannot exceed 5% of the number of issued and outstanding common shares of the Company;~~

~~(f)~~

~~the~~ number of common shares issuable ~~to any one “insider” of the Company~~ and ~~such insider’s associates within a one-year period cannot exceed 5% of the number of issued and outstanding common shares of the Company;~~

~~(g)~~

the number of common shares issuable at any time to “insiders” under the ESOP or any other compensation arrangement of the Company cannot exceed 10% of the number of issued and outstanding common shares of the Company;

~~(h)~~

the number of common shares issued to ~~“insiders” within a one-year period under the ESOP or any other compensation arrangement of the Company cannot exceed 10% of the number of issued and outstanding common shares of the Company.~~certain individuals over certain time periods.

~~(i)~~

~~options granted under the ESOP may not at any time be repriced;~~

~~(j)~~

~~options granted under the ESOP may not be assigned;~~

~~(k)~~

~~in the event that a~~~~bona fide~~ offer to purchase all or part of the outstanding common shares is made to all shareholders, notice thereof must be given by the Company to all optionees and all options will become immediately exercisable, but only to the extent necessary to enable an optionee to tender his or her shares should the optionee so desire;

~~(l)~~

~~the ESOP does not provide for financial assistance from the Company to optionees;~~

~~(m)~~

when a director of the Company ceases to be a director, all non-vested options are immediately cancelled and the former director is entitled to exercise, within a period of three months from such event, options that had vested at the time the director ceased to be a director;

~~(n)~~

in the case of retirement of an optionee, all non-vested options are immediately cancelled and the former employee is entitled to exercise, within a period of twelve months from retirement, options that had vested at the time of retirement;

~~(o)~~

in the case of an optionee’s death, all non-vested options are immediately cancelled and the estate is entitled to exercise, within a period of twelve months from death, options that had vested at the time of death;

~~(p)~~

when an optionee ceases to be an employee of the Company or a subsidiary for any reason other than retirement or death, all non-vested options are immediately cancelled and the optionee is entitled to exercise, within a period of three months from the termination of employment, options that had vested at the time of termination of employment; and

~~(q)~~

subject to the approval of the Toronto Stock Exchange, the Board of Directors of the Company may amend or terminate the ESOP at any time but, in such event, the rights of optionees related to any options granted but unexercised under the ESOP shall be preserved and maintained and no amendment can confer additional benefits upon optionees without prior approval by the shareholders of the Company.

Index to Financial Statements

As atof December 31, ~~2012,~~2015, there were options outstanding under the ESOP to purchase an aggregate of ~~2,657,037~~1,617,500 common shares, representing ~~4.5%~~2.8% of the issued and outstanding common shares of the Company, and a total of ~~1,676,305~~950,625 options exercisable. NoDuring 2015, no options were ~~granted in 2012. The Company instead adopted a Stock Appreciation Rights Plan as described below and issued Stock Appreciation Rights under the ESOP.~~

granted.

Year-End Unexercised Options and Option Values

The following table sets out for each of the Directors and members of senior management the total number of unexercised options held as of December 31, ~~2012~~2015 and the value of such unexercised options at that date.


~~Name~~	~~Number of unexercised~~ ~~options at fiscal year-end~~ ~~Exercisable /~~ ~~Unexercisable~~	~~Value of unexercised “in the~~ ~~money” options at fiscal year-~~ ~~end Exercisable / Unexercisable~~ ~~($)~~⁽¹⁾
~~Eric E. Baker~~	~~47,500 / 22,500~~	~~282,375 / 137,125~~
~~Robert M. Beil~~	~~0 / 12,500~~	~~0 / 79,025~~
~~George J. Bunze~~	~~57,500 /12,500~~	~~314,275 / 79,025~~
~~Robert J. Foster~~	~~0 / 17,500~~	~~0 / 108,075~~
~~James Pantelidis~~	~~0 / 0~~	~~0 / 0~~
~~Jorge N. Quintas~~	~~47,500 / 12,500~~	~~291,375 / 79,025~~
~~Gregory A. Yull~~	~~679,573 / 437,500~~	~~1,631,875 / 2,760,625~~
~~Melbourne F. Yull~~	~~0 / 22,500~~	~~0 / 137,125~~
~~Bernard J. Pitz~~	~~162,195 / 120,732~~	~~757,287 / 665,762~~
~~Jim Bob Carpenter~~	~~66,453 / 36,250~~	~~315,466 / 217,926~~
~~Shawn Nelson~~	~~182,439 / 55,000~~	~~179,175 / 334,175~~
~~Douglas Nalette~~	~~152,352 / 55,000~~	~~179,175 / 334,175~~
~~Burgess H. Hildreth~~	~~0 / 36,250~~	~~0 / 217,925~~


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⁾
Eric E. Baker⁽²⁾		—	/	—		—	/	—
Robert M. Beil		20,000	/	2,500		262,525	/	16,625
George J. Bunze		12,500	/	2,500		135,575	/	16,625
Frank Di Tomaso		—	/	—		—	/	—
Robert J. Foster		7,500	/	2,500		49,875	/	16,625
Jorge N. Quintas		15,000	/	2,500		176,825	/	16,625
James Pantelidis		7,500	/	2,500		49,875	/	16,625
Mary Pat Salomone		—	/	—		—	/	—
Melbourne F. Yull		30,000	/	2,500		427,525	/	16,625
Gregory A.C. Yull		522,500	/	252,500		7,125,726	/	1,617,925
Jeffrey Crystal		8,125	/	24,375		53,219	/	159,626
Douglas Nalette		83,125	/	49,375		1,060,638	/	315,913
Shawn Nelson		98,125	/	49,375		1,308,138	/	315,913
Joseph Tocci		42,500	/	40,000		408,075	/	258,350

(1)	The value of unexercised “in-the-money” options is calculated using the closing price of the common shares of ~~the Company~~Intertape on the Toronto Stock Exchange on December 31, ~~2012~~2015 (CDN$~~8.00~~18.69 less the respective exercise prices of the ~~options.)~~options).

(2)	Mr. Baker retired from the Board in June, 2015

2012 Stock Appreciation Rights Plan

The Board of Directors of the Company adopted the 2012 Stock Appreciation Rights Plan on June 20, 2012 in lieu of granting stock options in 2012. The purpose of the 2012 Stock Appreciation Rights Plan is toto: (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 2012 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. The Stock Appreciation Rights Plan was amended to include the following language during the year: “the base price of each SAR is confirmed in writing by the Compensation Committee to the participant at the time of grant and once so confirmed, may not be changed” and “once the expiry date of SARs is determined in the applicable Grant Agreement, such expiry date may not be extended.” No SARs were granted in 2015.

Index to Financial Statements

The following table sets out for each of the Directors and members of senior management the total number of SARs held as of December 31, 2015 and the value of such unexercised SARs at that date.


Name	Number of unexercised SARs at fiscal year-end Exercisable / Unexercisable				Value of unexercised SARs at fiscal year-end Exercisable / Unexercisable CDN$⁽¹⁾
Eric E. Baker⁽²⁾		—	/	—		—	/	—
Robert M. Beil		10,000	/	—		111,300	/	—
George J. Bunze		10,000	/	—		111,300	/	—
Frank Di Tomaso		—	/	—		—	/	—
Robert J. Foster		10,000	/	—		111,300	/	—
James Pantelidis		30,000	/	—		333,900	/	—
Jorge N. Quintas		10,000	/	—		111,300	/	—
Mary Pat Salomone		—	/	—		—	/	—
Melbourne F. Yull		10,000	/	—		111,300	/	—
Gregory A.C. Yull		125,226	/	125,226		1,393,765	/	1,393,765
Jeffrey Crystal		—	/	—		—	/	—
Douglas Nalette		20,000	/	20,000		222,600	/	222,600
Shawn Nelson		20,000	/	20,000		222,6000	/	222,600
Joseph Tocci		60,000	/	20,000		667,800	/	222,600

(1)	The value of unexercised SARs is calculated using the closing price of the common shares of Intertape on the Toronto Stock Exchange on December 31, 2015 (CDN$18.69 less the base price of the SARs).

(2)	Mr. Baker retired from the Board in June 2015

Performance Share Unit Plan

On April 22, 2014, the Board of Directors of the Company adopted the PSU Plan. The purpose of the PSU Plan is to provide participants with a proprietary interest in the Company to (a) increase the incentives of those participants who share primary responsibility for the management, growth and protection of the business of the Company, (b) furnish an incentive to such participants to continue their services for the Company and (c) provide a means through which the Company may attract potential employees. The PSU Plan is administered by the Compensation Committee of the Board of Directors of the Company and authorizes the Company to award PSUs to eligible persons. A PSU, as defined by the Company’s PSU Plan, represents the right of a participant, once such PSU is earned and has vested in accordance with the PSU Plan, to receive the number of common shares of the Company underlying the PSU. Furthermore, a participant will receive a cash payment from the Company upon PSU settlement that is equivalent to the number of shares issued or delivered to the participant multiplied by the amount of cash dividends per share declared by the Company between the date of grant and the third anniversary of the grant date. PSUs are net-settled to satisfy minimum statutory tax withholding requirements.

PSUs are expensed straight-line over their vesting period. The fair value of the PSU is based on the close price for the common shares of the Company on the Toronto Stock Exchange on the date of the grant adjusted for market-based performance conditions. The PSUs are earned over a three-year period with vesting at the third anniversary of the grant date. The number of shares earned can range from 0 to 150% of the grant amount based on entity performance criteria, specifically the total shareholder return ranking versus a specified peer group of companies.

Index to Financial Statements

PSU Grants During the Most Recently Completed Fiscal Year

The following table sets out the details of all PSU grants ~~of SARs~~ to the ~~Directors and~~ members of senior management during the fiscal year ended December 31, ~~2012.~~2015.

NAME
   NUMBER OF
SARs GRANTED    BASE PRICE CDN$
EXPIRATION DATE
Eric E. Baker
   10,000       7.56       June 28,2018
Robert M. Beil
   10,000       7.56       June 28,2018
George J. Bunze
   10,000       7.56       June 28,2018
Robert J. Foster
   10,000       7.56       June 28,2018


Name	PSU Awards granted		% of total PSU awards granted in financial year			Market value on date of grant CDN$		Expiration date
Gregory A.C. Yull		72,960		20	%	$	16.29	3/13/2018
Jeffrey Crystal		20,550		6	%	$	16.29	3/13/2018
Douglas Nalette		15,000		4	%	$	16.29	3/13/2018
Shawn Nelson		15,000		4	%	$	16.29	3/13/2018
Joseph Tocci		10,410		3	%	$	16.29	3/13/2018

Year-End Unvested PSU Shares and Values

NAME
   NUMBER OF
SARs GRANTED    BASE PRICE CDN$
EXPIRATION DATE
James Pantelidis
   30,000       7.56       June 28,2018
Jorge N. Quintas
   10,000       7.56       June 28,2018
Gregory A. Yull
   500,905       7.56       June 28,2022
Melbourne F. Yull
   10,000       7.56       June 28,2018
Bernard J. Pitz
   165,000       7.56       June 28,2018
Jim Bob Carpenter
   40,000       7.56       June 28,2018
Shawn Nelson
   80,000       7.56       June 28,2018
Douglas Nalette
   80,000       7.56       June 28,2018
Burgess H. Hildreth
   40,000       7.56       June 28,2018
The following table sets out for each of the members of senior management the total number of unvested PSU shares held as of December 31, 2015 and the value of such unvested shares at that date.


Name	Number of unvested PSU at fiscal year-end		Equivalent number of common stock shares at fiscal year-end⁽¹⁾		Value of unvested shares CDN$⁽²⁾
Gregory A.C. Yull		112,960		169,440		3,166,834
Jeffrey Crystal		37,550		56,325		1,052,714
Douglas Nalette		25,000		37,500		700,875
Shawn Nelson		25,000		37,500		700,875
Joseph Tocci		18,010		27,015		504,910

(1)	The equivalent number of common stock shares earned is based on the Corporation’s level of attainment of the performance objective measured at December 31, 2015. Based on the first quartile TSR ranking, equivalent common shares are 150% of PSU’s granted.

(2)	The value of unvested shares is calculated using the closing price of the common shares of Intertape on the Toronto Stock Exchange on December 31, 2015 (CDN$18.69).

Deferred Share Unit Plan

On April 22, 2014, the Board of Directors of the Company adopted the DSU 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 Compensation Committee of the Board of Directors of the Company 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. A DSU, as defined by the Company’s DSU Plan, represents the right of a participant to receive a common share of the Company. Under the DSU Plan, each director is entitled to 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. DSUs are net-settled to satisfy minimum statutory tax withholding requirements.

DSUs received as a result of a grant are expensed immediately. The fair value of DSUs is based on the close price for the common shares of the Company on the Toronto Stock Exchange on the date of the grant. DSUs received in lieu of cash for directors’ fees are expensed as earned over the service period.

Index to Financial Statements

DSU Grants During the Most Recently Completed Fiscal Year

The following table sets out the details for the fiscal year ended December 31, 2015 of all DSU grants to Directors, including DSUs elected in lieu of cash by the Directors for semi-annual Director fees. Amounts presented do not include DSUs elected in lieu of cash for semi-annual fees earned that were not granted as of December 31, 2015.


Name	DSU Awards granted		% of total DSU awards granted in financial year			Market value on date of grant CDN$		Expiration date
Eric E. Baker		3,222		7	%	$	17.74	n/a
		3,000		7	%	$	19.25	n/a
		3,023		7	%	$	19.31	n/a
Robert M. Beil		703		2	%	$	17.74	n/a
		3,000		7	%	$	19.25	n/a
		1,072		2	%	$	14.24	n/a
George J. Bunze		1,689		4	%	$	17.74	n/a
		3,000		7	%	$	19.25	n/a
		2,276		5	%	$	14.24	n/a
Frank Di Tomaso		3,000		7	%	$	19.25	n/a
Robert J. Foster		1,689		4	%	$	17.74	n/a
		3,000		7	%	$	19.25	n/a
		2,189		5	%	$	14.24	n/a
James Pantelidis		3,000		7	%	$	19.25	n/a
Jorge N. Quintas		1,126		2	%	$	17.74	n/a
		3,000		7	%	$	19.25	n/a
		1,838		4	%	$	14.24	n/a
Mary Pat Salomone		—		—			—	n/a
Melbourne F. Yull		1,345		3	%	$	17.74	n/a
		3,000		7	%	$	19.25	n/a
		1,970		4	%	$	14.24	n/a

Year-End Unsettled DSU Shares and Values

The following table sets out for each of the Directors the total number of unsettled DSU shares held as of December 31, 2015 and the value of such unsettled shares at that date.


Name	Number of unsettled shares at fiscal year-end(1)		Value of unsettled shares CDN$ (1)(2)
Eric E. Baker		—		—
Robert M. Beil		8,749		163,519
George J. Bunze		12,032		224,878
Frank Di Tomaso		6,000		112,140
Robert J. Foster		12,144		226,971
James Pantelidis		6,000		112,140
Jorge N. Quintas		10,594		198,002
Mary Pat Salomone		—		—
Melbourne F. Yull		11,064		206,789

(1)	Amounts presented do not include DSUs elected in lieu of cash for semi-annual directors’ fees earned that were not yet granted as of December 31, 2015.

(2)	The value of unvested shares is calculated using the closing price of the common shares of Intertape on the Toronto Stock Exchange on December 31, 2015 (CDN$18.69).

(3)	Mr. Baker retired from the Board in June 2015.

The following table sets out for each of the Directors the total number of DSUs elected in lieu of cash for semi-annual directors’ fees earned that were not yet granted as of December 31, 2015.


Name	Number of DSUs not yet granted at 12/31/15 (1)		Fees Earned for which DSUs were elected in lieu of cash CDN$
Eric E. Baker⁽²⁾		—		—
Robert M. Beil		809		15,020
George J. Bunze		3,848		71,427
Frank Di Tomaso		—		—
Robert J. Foster		2,013		37,383
James Pantelidis		—		—
Jorge N. Quintas		1,438		26,702
Mary Pat Salomone		—		—
Melbourne F. Yull		1,618		30,040

(1)	Estimated DSUs to be granted in lieu of cash for semi-annual directors’ fee earned based on five-day volume weighted average of the closing price of the common shares of Intertape on the Toronto Stock Exchange on December 31, 2015 (CDN$18.56).

(2)	Mr. Baker retired from the Board in June 2015

Index to Financial Statements

Pension and Other Post Retirement Benefit Plans

Melbourne F. Yull was Chairman of the Board of Directors and Chief Executive Officer 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.

Clawback Policy

In April 2014, the Board of Directors adopted a “clawback” policy, pursuant to which the Company will recoup from executive officers or employees 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.

BOARD PRACTICES

Term

The Company has ~~eight~~nine Directors. 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 June ~~5, 2013,~~9, 2016, at which time the current term of each Director will expire.

~~Service Contracts~~

In 2010, the Company entered into agreements with companies controlled by two of the current members of the Board of Directors. These agreements required the provision of support services that included the duties of Executive Director and Chairman of the Board.

The Executive Director support services agreement was effective from January 1, 2010 through September 30, 2010 and provided for monthly compensation in the amount of $50,000. This agreement expired on September 30, 2010 and was not replaced. The Chairman of the Board support services agreement was effective from January 1, 2010 through June 30, 2011 and provided for monthly compensation in the amount of CDN$25,000. The agreement was not replaced. These amounts were in lieu of the fees otherwise paid to Directors for their services.

Human Resources and Compensation Committee

The Human Resources and Compensation Committee is appointed by the Board and is currently composed of ~~three~~four directors, Robert M. Beil (Chairman), Robert J. Foster, ~~and~~ Jorge N. Quintas and Mary Pat Salomone, 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 ~~are~~is independent as that term is defined by the Toronto Stock Exchange and Sarbanes-Oxley Act.

Mr. Beil joined the Dow Chemical Company in 1975 after graduating from Youngstown State University with a BA Degree in Industrial Marketing. During a ~~thirty-two year~~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. Human Resources~~function, which was responsible for compensation design for Dow, a Fortune 500 company.

Mr. Foster graduated from Queen’s University with an MA in Economics, earning his CFA, 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 Chief Executive Officer of Capital Canada Limited, a boutique investment banking firm. He serves on a number of not-for-profit boards and was on the board and audit committee of CHC Helicopters Corporation and Golf Town Income Trust.

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.~~optic

Index to Financial Statements

F=fibers. He was a Board Member at Portgás, a city gas ~~distribution~~distributor in Portugal. Presently Mr. Quintas is the Chairman of Nelson Quintas Group in Portugal and Board Member of: ~~ECODEAL -~~ECODEAL- dangerous waste recycling plant, ~~NQT -~~NQT- Telecommunication Network in Rio de Janeiro (Brasil) and Audit Committee of Serralves Foundation.

Ms. Salomone graduated from Baldwin Wallace College with a Masters of Business Administration and from Youngstown State University with a Bachelor of Engineering in Civil Engineering. Ms. Salomone is a Director of TransCanda Corporation and TransCanada Pipelines Limited and has served in these roles since 2013. Ms. Salomone is also on the Audit Committee and Health, Safety and Environment Committee of TransCanada Corporation. Ms. Salomone was the Senior Vice President and Chief Operating Officer of The Babcock & Wilcox Company (“B&W”) (power generation company) from January 2010 to June 2013. Prior to that she served as Manager of Business Development from 2009 to 2010 and Manager of Strategic Acquisitions from 2008 to 2009 for Babcock & Wilcox Nuclear Operations Group, Inc. From 1998 through December 2007, Ms. Salomone served as an officer of the Marine Mechanical Corporation, which B&W acquired in 2007, including her term as President and Chief Executive Officer from 2001 through 2007. Ms. Salomone serves as a trustee of the Youngstown State University Foundation. She served on the board of directors of United States Enrichment Corporation from December 2011 to October 2012 and on the Naval Submarine League from 2007 to 2013. She was formerly a member of the Governor’s Workforce Policy Advisory Board in Ohio and the Ohio Employee Ownership Center, and served on the board of Cleveland’s Manufacturing Advocacy & Growth Network.

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, and in ensuring that a succession plan is put in place to deal with the Company’s future needs regarding human resources, with respect to the Chief Executive Officer and other key executives.

The Human Resources and Compensation Committee Charter is ~~attached hereto~~included asExhibit ~~“14.1”~~.15.2 to this Form 20-F.

Audit Committee

The Audit Committee is appointed by the Board and is currently composed of ~~three~~four Directors, ~~George J. Bunze,~~Frank Di Tomaso (Chairman), Robert J. Foster, James Pantelidis, and ~~James Pantelidis.~~Mary Pat Salomone. Each of the Audit Committee members ~~are~~is independent and financially literate as such terms are defined by Canadian Multilateral Instrument 52-110-Audit Committees.

Mr. ~~Bunze~~Di Tomaso graduated from ~~the commerce certification CMA program at McGill~~Concordia University ~~Montreal, Quebec,~~with a Bachelor of Commerce in Accounting and is a ~~professional accountant~~Chartered Professional Accountant, a Fellow CPA, FCA and ~~Certified Management Accountant.~~an ICD.D. Mr. ~~Bunze is the Vice-Chairman~~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 ~~a member~~Member of the ~~Executive~~Management Committee from 2000 to 2009, of Raymond Chabot Grant Thornton. Mr. Di Tomaso currently serves as Director and Chair of the Audit Committee of ~~Kruger~~ADF Group Inc., ~~one of the largest private pulp~~Birks Group Inc., and ~~paper companies in North America.~~Yorbeau Resources Inc. He is also ~~served as the Chief Financial Officer of Kruger Inc. and its various subsidiaries from 1982 to 2003. Mr. Bunze is~~ a Director of ~~Stella-Jones Inc.~~National Bank Trust, National Bank Life Insurance Company and ~~Chairman of its Audit~~Laurentian Pilotage Authority.

For Mr. Foster’s professional experience, please see above under “Human Resources and Compensation Committee. ~~He was previously a Director of B2B Trust Inc. and Chairman of its Audit Committee.~~

Mr. Foster graduated from Queen’s University with an MA in Economics, earning his CFA, 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 Chief Executive Officer of Capital Canada Limited, a boutique investment banking firm. He serves on a number of not-for-profit boards and was on the board and audit committee of CHC Helicopters Corporation and Golf Town Income Trust.”

Mr. Pantelidis graduated from McGill University with a Bachelor of Science degree and a Master of Business Administration. Mr. Pantelidis has over 30 years of experience in the petroleum industry. Mr. Pantelidis is Chairman of the Board of Parkland Fuel Corporation and has served as a director of Parkland Fuel Corporation since 1999. Mr. Pantelidis is Chairman and Director of EnerCare Inc. since ~~2002 (member of the Audit, Governance and Compensation, and Investment Committees). He~~2002. Mr. Pantelidis also serves on the Board of each of RONA Inc. (Chairman of the Human ~~Resources and Compensation Committee and member of the Development Committee)~~Resources); Industrial Alliance Insurance and Financial Services Inc. (Chairman of the Investment Committee and member of Human Resources and Compensation Committee). From 2002 to 2006, Mr. Pantelidis was on the board of FisherCast Global Corporation and served as Chairman and Chief Executive Officer from 2004 to 2006. From 2002 to 2004, Mr. Pantelidis was President of J.P. & Associates, a strategic consulting group. Between 1999 and 2001, Mr. Pantelidis served as Chairman and Chief Executive Officer for the Bata International Organization.

For Ms. Salomone’s professional experience, please see above under “Human Resources and Compensation Committee.”

Index to Financial Statements

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 ~~attached hereto~~included asExhibit ~~“14.2”~~15.3 to this Form 20-F..

EMPLOYEES

As of December 31, ~~2012,~~2015 the Company had ~~1,800~~1,970 total ~~employees, 387~~employees; 382 in Canada, ~~1,346~~1,517 in the US, 5261 in Portugal, and 1510 in Mexico and Europe. As of December 31, ~~2012, 360~~2015, 424 held either sales-related, administrative, information technology or research and development positions and ~~1,440 of whom were employed in operations. The Company’s Portuguese subsidiary had 54 employees, 2 in sales positions and the rest~~1,546 were employed in operations. Approximately ~~136~~145 hourly employees at the Company’s Marysville plant are unionized and subject to a collective bargaining agreement which expires on April 30, ~~2015.~~2018. Approximately ~~160~~212 hourly employees at the Company’s Menasha plant are unionized and subject to a collective bargaining agreement which expires on July 31, ~~2015.~~2018. Approximately 6292 hourly employees at the Company’s Carbondale plant are unionized and subject to a collective bargaining agreement which expires on March 4, ~~2015.~~2017. Approximately 2815 hourly employees at the Company’s ~~Langley,~~Delta, British Columbia plant are unionized and subject to a collective bargaining agreement which ~~expires~~is scheduled to expire on March 31, ~~2014.~~2019. Other than the strike at its Brantford, Ontario plant, which was closed in the second quarter of 2011, the Company has never experienced a work stoppage and it considers its employee relations to be satisfactory. The Company does not employ a significant number of temporary employees.

As of December 31, ~~2011,~~2014, the Company had ~~1,861~~1,896 total ~~employees, 418~~employees; 369 in Canada, ~~1,376~~1,446 in the US, 5267 in Portugal, and 1514 in Mexico and Europe. As of December 31, ~~2011, 362~~2014, 387 held either sales-related, administrative, information technology or research and development positions and ~~1,438 of whom were employed in operations. The Company’s Portuguese subsidiary had 52 employees, 2 in sales positions and the rest~~1,509 were employed in operations.

As of December 31, ~~2010,~~2013, the Company had ~~2,021~~1,869 total employees, ~~563~~349 in Canada, ~~1,389~~1,442 in the US, 5467 in Portugal, and 1511 in Mexico and Europe. As of December 31, ~~2010, 360~~2013, 373 held either sales-related, administrative, information technology or research and development positions and ~~1,664 of whom were employed in operations. The Company’s Portuguese subsidiary had 54 employees, 4 in sales positions and the rest~~1,496 were employed in operations.

SHARE OWNERSHIP

The following table sets out for each of the Directors and members of senior management ~~as of February 7, 2013,~~ the number of shares of the Company owned or controlled by ~~each.~~each, as of March 9, 2016.

Name
   Number of Shares
Owned    % of Shares
Outstanding
Eric E. Baker(1)
   N/A       N/A
Robert M. Beil
   50,196       0.09 %
George J. Bunze
   53,371       0.09 %
Frank Di Tomaso
   10,000       0.02 %
Robert J. Foster
   65,000       0.11 %
James Pantedilis
   10,000       0.02 %
Jorge N. Quintas
   39,357       0.07 %
Mary Pat Salomone
   —         —
Melbourne F. Yull
   2,035,829       3.47 %
Gregory A.C. Yull
   595,464       1.01 %
Jeffrey Crystal
   4,200       0.01 %
Douglas Nalette
   108,849       0.19 %
Shawn Nelson
   131,596       0.22 %
Joseph Tocci
   63,252       0.11 %

(1)
~~NAME~~
~~NUMBER OF SHARES OWNED~~
~~Eric E.~~Mr. Baker
~~3,018,989~~
~~Robert M. Beil~~
~~57,696~~
~~George J. Bunze~~
~~45,250~~
~~Robert J. Foster~~
~~67,500~~
~~James Pantedilis~~
~~5,000~~
~~Jorge N. Quintas~~
~~97,300~~
~~Gregory A. Yull~~
~~215,629~~
~~Melbourne F. Yull~~
~~2,512,609~~
~~Bernard J. Pitz~~
~~16,454~~
~~Jim Bob Carpenter~~
~~24,105~~
~~Shawn Nelson~~
~~45,112~~
~~Douglas Nalette~~
~~30,795~~
~~Burgess H. Hildreth~~
~~34,075~~ retired from the Board in June 2015.
As of ~~February 7, 2013,~~March 9, 2016, the Directors and senior management ~~own~~owned an aggregate of ~~6,169,014~~3,167,114 common shares of the Company, being ~~10%~~5.4% of the issued and outstanding common shares of the Company. 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.
Index to Financial Statements
Please see the heading “Executive Stock ~~Option”~~Option Plan” above in this section for a description of the Company’s Amended Executive Stock Option Plan.
The following table sets forth all vested and unvested outstanding options granted to the Company’s Directors and senior management through December 31, ~~2012:~~2015:

Name
   Number of options    Exercise price of
options
$CDN    Expiration date of
options    Number of options
outstanding    Exercise price of
options
CDN$    Expiration date of
options
Eric E. Baker(1)

50,000
20,000

2.19
1.55
      6/10/2016
6/7/2017    —         —         n/a
Robert M. Beil

2,500
10,000

2.19
1.55
      6/10/2016
6/7/2017    2,500       2.19       6/10/2016
Robert M. Beil
10,000       1.55       6/7/2017
10,000       12.04       6/5/2019


30,000
10,000
10,000
20,000




3.61
0.55
2.19
1.55


      9/17/2013
4/1/2015
6/10/2016
6/7/2017    5,000       1.55       6/7/2017
George J. Bunze
10,000       12.04       6/5/2019
   —         —         n/a
Robert J. Foster

7,500
10,000

2.19
1.55
      6/10/2016
6/7/2017    10,000       12.04       6/5/2019
James Pantelidis
   0       0          10,000       12.04       6/5/2019
Jorge N. Quintas


30,000
10,000
20,000



1.89
2.19
1.55

      11/13/2015
6/10/2016
6/7/2017    2,500       2.19       6/10/2016
Jorge N. Quintas
5,000       1.55       6/7/2017
10,000       12.04       6/5/2019
   —         —         n/a
Melbourne F. Yull

12,500
10,000

2.19
1.55
      6/10/2016
6/7/2017    12,500       2.19       6/10/2016
Gregory A. Yull


417,073
350,000
350,000



3.61
1.90
1.55

      9/17/2013
8/5/2020
6/7/2021
Bernard J. Pitz

182,927
100,000

3.61
1.80
      11/12/2015
6/27/2017
Jim Bob Carpenter


1,453
50,000
26,250
25,000




3.61
3.61
2.19
1.80


      9/17/2013
8/26/2014
6/10/2016
6/27/2017
Melbourne F. Yull
10,000       1.55       6/7/2017
10,000       12.04       6/5/2019
   350,000       1.55       6/7/2021
Gregory A.C. Yull
265,000       12.04       6/5/2023
160,000       12.55       3/17/2024
   32,500       12.14       5/13/2020
Douglas Nalette
   50,000       1.80       6/27/2017
50,000       12.04       6/5/2019
32,500       12.55       3/17/2020
Shawn Nelson


152,439
35,000
50,000



3.61
2.19
1.80

      9/17/2013
6/10/2016
6/27/2017    15,000       2.19       6/10/2016
Douglas Nalette


122,352
35,000
50,000



3.61
2.19
1.80

      9/17/2013
6/10/2016
6/27/2017
Burgess H. Hildreth

17,500
18,750

2.19
1.80
      6/10/2016
6/27/2017
Shawn Nelson
50,000       1.80       6/27/2017
50,000       12.04       6/5/2019
32,500       12.55       3/17/2020
   12,500       1.80       6/27/2017
Joseph Tocci
50,000       12.04       6/5/2019
20,000       12.55       3/17/2020
(1) Mr. Baker retired from the Board in June 2015.
Index to Financial Statements
Item 7: Major Shareholders and Related Party Transactions

A. A. MAJOR SHAREHOLDERS
As atof December 31, ~~2012,~~2015, to the knowledge of the Company, the following are the only persons who beneficially own, or exercise control or direction over, more than 5% of the issued and outstanding common shares of the Company (“Major Shareholders”)~~, along with~~. Also provided below is a three-year history of their stock ownership:

~~Name and place of residence~~
~~# / %~~
~~12/31/2012~~ ~~# / %~~
~~12/31/2011~~ ~~# / %~~
~~12/31/2010~~
Name and place of residence
# / %
12/31/2015 # / %
12/31/2014 # / %
12/31/2013
FMR, LLC
Boston, Massachusetts
8,193,799 / 13.97 ⁽¹⁾ 6,675,400 / 11.05 7,744,300 / 12.74
Letko, Brosseau & Associates Inc.⁽¹⁾
Montreal, Québec
   ~~10,084,641~~ 3,408,070 / ~~16.91~~5.80 ⁽²⁾ ~~12,798,950~~ 3,779,901 / ~~21.71~~6.25    ~~13,411,823 / 22.75~~
~~KSA Capital Management, LLC~~⁽²⁾
~~Bernardsville, New Jersey~~
~~3,676,590~~4,961,618 / ~~6.16~~8.16    ~~3,676,590 / 6.24~~ ~~3,676,590 / 6.24~~
~~Connor, Clark & Lunn Investment Mgt. Ltd.~~⁽³⁾
~~Vancouver, British Columbia~~
~~5,900,000 / 9.90~~ ~~0 / 0~~ ~~0 / 0~~
~~O’Shaughnessy Asset Management, LLC~~⁽³⁾
~~Stamford, Connecticut~~
~~3,300,000 / 5.53~~ ~~1,767,000 / 2.99~~ ~~0 / 0~~
~~Eric Baker.~~⁽⁴⁾
~~Long Sault, Ontario~~
~~3,018,989 / 5.06~~ ~~2,878,689 / 4.88~~ ~~2,874,689 / 4.87~~

(1) Based on report dated February ~~13, 2013~~12, 2016 filed by ~~Letko, Brosseau & Associates Inc.~~FMR LLC with the United States Securities and Exchange Commission.
(2) Based on report dated ~~July 31, 2009~~January 8, 2016 filed by ~~KSA Capital Management, LLC~~Letko, Brosseau & Associates Inc. with the United States Securities and Exchange Commission.
~~(3)~~ ~~Based on report as of December 31, 2012 by the Company’s shareholder analyst.~~
~~(4)~~ ~~Based on SEDAR filings as of December 31, 2012.~~
The Major Shareholders of the Company do not have any voting rights that differ from the other shareholders of the Company.
As of ~~February 15, 2013, of~~December 31, 2015, the ~~59,625,039~~number record holders in Canada, the United States and elsewhere are 10,263, 818 and 222 respectively. Of the 58,667,535 common shares issued and outstanding, ~~approximately 40,857,420 are held in Canada and 18,767,619~~such record holders hold 28,747,092 shares in the United States, ~~being 69%~~26,987,066 shares in Canada and ~~31%~~2,933,377 shares elsewhere, equaling 49%, 46% and 5%, respectively.
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. B. RELATED PARTY TRANSACTIONS
~~The~~To the knowledge of the Company, ~~is unaware of any material interest of any~~none of its directors or officers or of 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, or any associate or affiliate of any such person, 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.~~affiliates, other than as set forth below.
~~Prior to July 31, 2002,~~In June 2014, the Company ~~made certain interest-free loans payable on demand to certain of its directors and officers. Only one loan remained outstanding to Gregory A. Yull in 2013,~~engaged with a ~~balance~~relocation management company to facilitate the purchase of ~~US$52,372.00, which~~Mr. Crystal’s home in Montreal, Quebec, Canada to assist in the relocation to Sarasota, FL, U.S.A. The Company provided funding to the relocation management company to purchase the home for $0.9 million. On April 15, 2015, the home was ~~paid in full on March 7, 2013.~~
~~In 2010,~~sold and the Company entered into agreements with companies controlled by two of the current members of the Board of Directors. These agreements replaced the advisory services agreements noted below that expired on December 31, 2009. These agreements required the provision of support services that included the duties of Executive Director and Chairman of the Board.
~~The Executive Director support services agreement~~ was ~~effective from January 1, 2010 through September 30, 2010 and provided for monthly compensation in the amount of $50,000. This agreement expired on September 30, 2010 and was not~~
replaced. The Chairman of the Board support services agreement was effective from January 1, 2010 through June 30, 2011 and provided for monthly compensation in the amount of CDN$25,000. This agreement expired on June 30, 2011 and was not replaced. These amounts are in lieu of the fees otherwise paid to Directors for their services.
During the year ended December 31, 2007, the Company entered into three advisory services agreements, two with companies controlled by two current members of the Board of Directors and one with a company controlled by a former senior officer of the Company. The advisory services included business planning and corporate finance activities and qualified as related party transactions in the normal course of operations. Effective December 31, 2008, the Company terminated the advisory service agreement with the company controlled by one of its former senior officers.
The agreements with the companies controlled by the two current members of the Board of Directors were effective through December 31, 2009. The agreements provided for monthly compensation beginning January 2008 in the amounts of $75,000 and CDN$100,000 per month for a minimum of at least three months. Beginning April 1, 2008, the Company’s financial commitment relating to the services of two of the three companies was $50,000 and CDN$100,000 per month and remained in effect through December 31, 2009. Effective November 2008, the companies controlled by the two current members of the Board of Directors each agreed to a 10% reduction in their monthly compensation. This reduction in compensation continued through November 2009.
~~The advisory services agreements also provided for an aggregate performance fee payable on July 1, 2010 based on the difference between the average price of the Company’s common shares~~reimbursed for the ten trading days prior to July 1, 2010 on the Toronto Stock Exchange (the “Average Price”) and the Canadian offering price included in the Company’s 2007 rights offering of CDN$3.61 multiplied by an aggregate of 2.2 million, provided that the Average Price exceeds CDN$4.76. This provision survived the expiration of the term of the agreements until July 1, 2010. The average stock price for the ten trading days prior to July 1, 2010 did not exceed CDN$4.76 therefore no performance fee was paid.purchase funding.

C. C. INTERESTS OF EXPERTS AND COUNSEL
Not Applicable.

Item 8: Financial Information
Intertape’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards. ~~Until December 31, 2010, the Company’s consolidated financial statements were prepared in accordance with Canadian Generally Accepted Accounting Principles (“GAAP”).~~

A. A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
The Consolidated Financial Statements of Intertape for the years ended December 31, ~~2012, 2011~~2015, 2014, and ~~2010~~2013 include the following:

Management’s Responsibility for Financial Statements

Management’s Report on Internal Control over Financial Reporting

Independent Auditor’s Report of Registered Public Accounting Firm

Independent Auditor’s Report of Registered Public Accounting Firm on Internal Control over Financial Reporting

Consolidated Financial Statements
Consolidated Earnings ~~(Loss)~~
Consolidated Comprehensive Income ~~(Loss)~~
Consolidated Changes in Shareholders’ Equity
Consolidated Cash Flows
Consolidated Balance Sheets
Notes to Consolidated Financial Statements
Index to Financial Statements
~~Dividend Distributions~~Legal or Arbitration Proceedings
On July 3, 2014, the Company was informed of a complaint filed on June 27, 2014 by its former Chief Financial Officer with the Occupational Safety and Health Administration of the US Department of Labor (“OSHA”) alleging certain violations by the Company related to the terms of his employment and his termination. The Company aggressively contested the allegations and, it believes, demonstrated that the former Chief Financial Officer’s assertions are without merit.
In a letter dated July 16, 2015, OSHA informed the Company that the former Chief Financial Officer had withdrawn his OSHA complaint in order to file a complaint against the Company in U.S. federal district court. The withdrawal occurred prior to any determination by OSHA regarding the complaint.
On November 5, 2015, the former Chief Financial Officer filed a lawsuit in the United States District Court for the Middle District of Florida. The lawsuit is premised on essentially the same facts and makes essentially the same allegations as asserted in his OSHA complaint; the lawsuit seeks unspecified damages and a trial by jury. The Company is not currently able to predict the probability of a favourable or unfavourable outcome, or the amount of any possible loss in the event of an unfavourable outcome. Consequently, no material provision or liability has been recorded for these allegations and claims as of December 31, 2015.
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, and accordingly, no amounts have been recorded as of December 31, 2015.
Dividends
The Board of Directors of the Company adopted a Dividend Policy on August 14, 2012 providing for semi-annual dividend ~~payments in~~payments. On August 14, 2013, the ~~amount~~Board of ~~CDN$.08.~~Directors modified the Company’s dividend policy to provide for quarterly dividend payments. On July 7, 2014, the Board of Directors further modified the Company’s dividend policy to increase the annualized dividend by 50% from $0.32 to $0.48 per common share. On August 12, 2015, the Board of Directors of the Company amended the quarterly dividend policy to increase the annualized dividend from $0.48 to $0.52 per share. So long as the payments do not result in a violation of the Company’s covenants with its lenders, and ~~noteholders,~~subject to the provisions of the Canada Business Corporations Act relating to the declaration and payment of dividends, there are no other restrictions that would prevent the Company from paying dividends. The ~~Company~~following table sets forth the dividends paid ~~a dividend on October 10, 2012 in the amount~~as of CDN$.08 per issued and outstanding common share. On March 6, 2013, the Company declared a dividend in the amount of US$0.08, under the semi-annual dividend policy. The dividend will be paid on April 10, December 31, 2015:
Date Declared Record Date Date Paid Amount per Share
Dividends per Share
8/14/2012 9/21/2012 10/10/2012 CDN $0.08
3/6/2013 3/25/2013 4/10/2013 USD $0.08
8/14/2013 9/16/2013 9/30/2013 USD $0.08
11/12/2013 12/16/2013 12/30/2013 USD $0.08
2/6/2014 3/19/2014 3/31/2014 USD $0.08
5/7/2014 6/17/2014 6/30/2014 USD $0.08
8/5/2014 9/15/2014 9/30/2014 USD $0.12
11/4/2014 12/15/2014 12/31/2014 USD $0.12
3/9/2015 3/19/2015 3/31/2015 USD $0.12
5/11/2015 6/15/2015 6/30/2015 USD $0.12
8/12/2015 9/15/2015 9/30/2015 USD $0.13
11/11/2015 12/15/2015 12/31/2015 USD $0.13
Index to ~~shareholders of record at the close of business on March 25, 2013.~~ Financial Statements
The Company has determined it is appropriate to ~~pay the~~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.~~years other than as set forth above. For details regarding the Company’s covenants with its lenders ~~and noteholders~~ please refer to the ~~Registration Statement filed on~~~~www.sec.gov~~ ~~in the US on October 26, 2004 as Registration No. 333-119982, as amended, and the Indenture and the ABL Loan and Security~~Credit Facility Agreement filed on~~www.sedar.com~~ ~~in Canada.~~as Exhibit 4.8 to this Form 20-F.

B. B. SIGNIFICANT CHANGES
No significant changes have occurred since the date of the annual financial statements.

Item 9: The Offer and Listing

A. A. OFFER AND LISTING DETAILS
The following table sets forth the reporting of the high and low ~~closing~~ prices for Intertape shares on the Toronto Stock Exchange for the periods indicated. Also set forth below are the high and low ~~closing~~ prices for Intertape shares on ~~the New York Stock Exchange through December 2009 and the~~ OTC Pink ~~Sheets from 2010 through 2012. As previously discussed, the Company voluntarily delisted its shares of common stock from the New York Stock Exchange effective December 3, 2009.~~Marketplace.

      Toronto Stock Exchange ($CDN)    New York Stock Exchange ($US)*
OTC Pink Sheets
Year

Period
   High    Low    High Low
2008
   Annual    3.53       0.80       3.59 * 0.67 *
2009
   Annual    3.07       0.39       2.90 * 0.26 *
2010
   Annual    3.60       0.92       3.43    0.93
2011
   Annual    3.39       1.02       3.30    1.04
2012
   Annual    9.07       3.12       9.17    3.08
2012
   First Quarter    4.70       3.17       4.65    3.10
   Second Quarter    7.85       4.72       7.65    4.75
   Third Quarter    9.00       6.12       9.11    6.21
   Fourth Quarter    8.28       6.10       8.40    6.03
2011
   First Quarter    1.29       1.02       1.30    1.04
   Second Quarter    1.89       1.20       1.88    1.24
   Third Quarter    2.59       1.73       2.64    1.81
   Fourth Quarter    3.39       1.78       3.30    1.71
2012
   September    6.97       6.12       7.20    6.21
   October    6.94       6.42       7.00    6.48
   November    8.13       6.10       8.16    6.03
   December    8.28       7.99       8.40    8.02
2013
   January    9.78       8.05       9.78    8.17
   February    9.69       9.05       9.68    8.84
Year

Period

Toronto Stock Exchange (CDN$)

OTC Pink Marketplace

High

Low

High

Low
2010    Annual    3.60    0.92    3.43    0.93
2011    Annual    3.39    1.02    3.30    1.04
2012    Annual    9.07    3.12    9.17    3.08
2013    Annual    15.62    7.96    15.20    8.09
2014    Annual    19.95    11.12    17.36    10.10
2015    Annual    20.51    13.67    16.65    10.30
2013    First Quarter    11.07    7.96    10.86    8.09
   Second Quarter    13.28    10.63    12.62    10.40
   Third Quarter    15.62    11.37    15.20    11.16
   Fourth Quarter    15.50    12.36    14.89    11.95
2014    First Quarter    14.05    11.12    13.23    10.10
   Second Quarter    13.21    11.50    11.96    10.73
   Third Quarter    16.37    11.84    14.82    11.24
   Fourth Quarter    19.95    14.53    17.36    12.89
2015    First Quarter    20.51    16.74    16.41    13.43
   Second Quarter    20.31    16.21    16.65    13.60
   Third Quarter    20.21    13.67    15.58    10.30
   Fourth Quarter    19.01    13.96    14.19    10.82
2015    September    14.95    13.72    11.32    10.30
   October    15.77    13.96    11.79    10.82
   November    19.01    14.59    14.19    11.15
   December    18.90    17.77    14.13    12.87
2016    January    18.61    16.06    13.21    11.33
   February    16.74    15.46    12.13    11.19
Intertape 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, ~~2012,~~2015, there were ~~59,625,039~~58,667,535 issued and outstanding common shares and no issued and outstanding preferred shares of the Company.
Index to Financial Statements
B. B. PLAN OF DISTRIBUTION
Not Applicable.

C. C. MARKETS
The Company’s common shares are traded on the Toronto Stock Exchange under the symbol “ITP.” The Company’s common shares ~~were traded on the New York Stock Exchange under the symbol “ITP” until December 3, 2009, the effective date of the Company’s voluntary delisting. The Company’s common shares~~ are traded in the US on the OTC Pink ~~Sheets.~~Marketplace.

D. D. SELLING SHAREHOLDERS
Not Applicable.

E. E. DILUTION
Not Applicable.

F. F. EXPENSES OF THE ISSUE
Not Applicable.

Item 10: Additional Information

A. A. SHARE CAPITAL
Not Applicable.

B. B. MEMORANDUM AND ARTICLES OF ASSOCIATION
1. The business of Intertape was established when Intertape Systems Inc., a predecessor of the Company, established a pressure-sensitive tape manufacturing facility in Montreal. ~~Intertape Polymer Group~~The Company was incorporated under theCanada 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. ~~The Shareholders, at the Company’s June~~
On November 11, 2003 annual and special meeting, voted on the replacement of the Company’s By-Law No. 1 with a new General By-Law 2003-1. The intent of the replacement by-law was to conform the Company’s general by-laws with amendments that were made to the Act since the adoption of the general by-laws and to simplify certain aspects of the governance of the Company. On August 6, 2006, the Company filed a Certificate of Amendment to permit2015, the Board of Directors ofadopted a new By-Law 2015-1. Under the ~~Company to appoint one or more additional Directors to hold office for a term expiring not later than~~Canada Business Corporations Act, By-law 2015-1 is in force, but must be confirmed by the ~~close of~~Company’s shareholders at the next ~~annual meeting of the Company’s Shareholders, so long as the total number of Directors so appointed does~~shareholders’ meeting. If By-law 2015-1 is not ~~exceed one-third of the number of Directors elected~~confirmed at the ~~previous annual~~shareholders’ meeting, ~~of the Shareholders of the Company~~it will cease to have effect at that time.
2. The ~~directors~~Directors of the Company may, when deemed expedient:
~~(a)~~
(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.
~~(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,~~
Index 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
Financial Statements
(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.
~~Each Director is~~Non-executive directors are required to own a minimum of ~~50,000 shares of the Company’s common stock by August 2014~~10,000 Common Shares in order to remain eligible for future ~~option~~DSU grants.
3. Description of Share ~~Capital:~~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.
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 Intertape do not contain limitations on the rights of non-resident or foreign shareholders to hold or exercise voting rights on the Company’s shares.
Index to Financial Statements
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. C. MATERIAL CONTRACTS
The following is a description of the material contracts ~~the Company~~Intertape was a party to during the last two fiscal years ended December 31, ~~2012,~~2015, regardless of when they were initially entered into by Intertape, ~~Polymer Group,~~ either directly or through one of its subsidiaries, and that are not in the ordinary course of ~~the Company’s~~Intertape’s business:

anAmended Executive Stock Option Plan.For a~~Purchase Agreement, Registration Rights Agreement and Indenture~~ ~~each dated as~~ summary of ~~July 28, 2004,~~this Plan, please see Item 6.B in connection with the issuance by Intertape Polymer US Inc., a finance subsidiary of Intertape Polymer Group, of the aggregate principal amount of US$125.0 million of 8.5% Senior Subordinated Notes due 2014. The Notes were offered to institutional investors and are guaranteed on a senior subordinated basis by the Company and substantially all of its subsidiaries. Interest will accrue and be payable on the Notes semi-annually in arrears on February 1 and August 1.this 20-F. For a copy of the ~~Purchase Agreement, Registration~~Executive Stock Option Plan, see Exhibit 4.1 to this Form 20-F.
aStock Appreciation Rights ~~Agreement, and Indenture, as well as details~~Plan. For a summary of this Plan, please see Item 6.B in this 20-F. For a copy of the ~~terms~~Stock Appreciation Rights Plan, as amended, see Exhibit 4.2 to this Form 20-F. The Stock Appreciation Rights Plan was amended so that the base price of each SAR is confirmed in writing by the Compensation Committee to the participant at the time of grant and once so confirmed, may not be changed and once the expiry date of SARs is determined in the applicable Grant Agreement, such expiry date may not be extended.
aPerformance Share Unit Plan.For a summary of this Plan, please see Item 6.B in this 20-F. For a copy of the ~~Senior Subordinated Notes,~~Performance Shared Unit Plan, see ~~the Registration Statement filed on October 26, 2004 as Registration No. 333-119982 as amended on www.sec.gov in the United States.~~
Exhibit 4.3 to this Form 20-F.

aDeferred Share Unit Plan. For a summary of this Plan, please see Item 6.B in this 20-F. For a copy of the Deferred Shared Unit Plan, see Exhibit 4.4 to this Form 20-F.
aLoan and Security Agreement dated March 28, 2008 (and since amended on June 18, 2008, March 23, 2011, February 1, 2012, and November 25, 2013 and since paid off and satisfied on November 18, 2014), among certain subsidiaries of the Company, the Lenders referred to therein, and Bank of America, N.A., as Agent, ~~and Banc of America Securities LLC, as Sole Lead Arranger and Book Manager~~ for a $200.0 million asset based loan (“ABL”). The amount of borrowings available to the Company under the ABL iswas determined by its applicable borrowing base from time to time. The borrowing base iswas determined by calculating a percentage of eligible trade accounts receivable, inventories and property, plant, and equipment. The ABL iswas priced at ~~Libor~~30-day LIBOR plus a loan margin determined from a pricing grid. The loan margin ~~declines~~declined as unused availability ~~increases.~~increased. The loan margin pricing grid ~~ranges~~ranged from ~~1.50%~~1.75% to 2.25% ~~(1.75% to 2.25% as amended – see below)~~. Unencumbered real estate iswas subject to a negative pledge in favor of the ABL lenders. However, the Company ~~retains~~retained the ability to secure financing on all or a portion of its owned real estate up to $35 million of real estate mortgage financing and have the negative pledge in favor of the ABL lenders terminated. The Company had the ability to secure financing up to $45 million in connection with the purchase of fixed assets under a permitted purchase money debt facility. The ABL ~~has~~had one financial covenant, a fixed charge ratio of 1.0 to 1.0. The ratio ~~compares~~compared EBITDA (as defined in the ABL) less capital expenditures and pension plan payments in excess of pension plan expense to the sum of debt service and the amortization of the value of equipment in the borrowing base. The financial covenant ~~becomes~~became effective only when unused availability ~~drops~~dropped below $25.0 million. ~~The~~While the ABL ~~matures~~was to mature in ~~March 2013 (February~~February 2017, ~~as amended – see below).~~Intertape paid off and satisfied the ABL on November 18, 2014 and replaced it with the Revolving Credit Facility. For a copy of the Loan and Security Agreement, see ~~the 6-K filed on May 8, 2008, Film No. 088 13597. For a copy of the First and Second Amendments see the 6-K filed on April 29, 2011, Film No. 11793224.~~
a ~~Third Amendment~~Exhibit 4.5 to ~~Loan and Security Agreement~~ ~~dated February 1, 2012, among certain subsidiaries of the Company, the Lenders referred~~this Form 20-F.
Index to therein, Bank of America, N.A., as agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Lead Arranger and Wells Fargo Capital Finance, LLC, as “right side” joint lead arranger. The Third Amendment extended the maturity date of the ABL (as defined above) to February 2017 from March 2013, however the new maturity date can be accelerated to 90 days prior to August 1, 2014 (the maturity date of the Company’s existing Senior Subordinated Notes) if such Notes have not been retired or if certain other conditions have not been met. The Third Amendment also modified the loan grid range to 1.75% to 2.25%. In addition, certain other modifications in the terms were made to provide the Company greater flexibility. For a copy of the Third Amendment to Loan and Security Agreement see the 6-K filed on February 2, 2012, Film No. 12566721.


Title of each class		Name of each exchange on which registered
Common Shares, without nominal or par value		Toronto Stock Exchange


~~Large accelerated filer~~		¨		~~Accelerated filer~~		x		~~Non-accelerated filer~~		¨


~~PART II~~

	~~Item 13:~~	~~Defaults, Dividend Arrearages and Delinquencies~~			78

	~~Item 14:~~	~~Material Modifications to the Rights of Security Holders and Use of Proceeds~~			78

	~~Item 15:~~	~~Controls and Procedures~~			78

	~~Item 16:~~	~~Reserved~~			79

	~~Item 16A:~~ F.	~~Audit Committee Financial Expert~~EXPENSES OF THE ISSUE		79

ITEM 10:	~~Item 16B:~~	~~Code of Ethics~~ADDITIONAL INFORMATION			8079

	~~Item 16C:~~ A.	~~Principal Accountant Fees and Services~~SHARE CAPITAL		8079

	~~Item 16D:~~ B.	~~Exemptions from the Listing Standards for Audit Committees~~MEMORANDUM AND ARTICLES OF ASSOCIATION		8079

	~~Item 16E:~~ C.	~~Purchases of Equity Securities by the Issuer and Affiliated Purchasers~~MATERIAL CONTRACTS		80

	~~Item 16F:~~	~~Change in Registrant’s Certifying Accountant~~			81

	~~Item 16G:~~	~~Corporate Governance~~			81

	~~Item 16H:~~	~~Mine Safety Disclosure~~			81

~~PART III~~

	~~Item 17:~~	~~Financial Statements~~			81

	~~Item 18:~~	~~Financial Statements~~			81

	~~Item 19:~~	~~Exhibits~~			81

D.	~~Signatures~~EXCHANGE CONTROLS		83

F.	DIVIDENDS AND PAYING AGENTS		89

G.	STATEMENT BY EXPERTS		89

H.	DOCUMENTS ON DISPLAY		89

I.	SUBSIDIARY INFORMATION		89

ITEM 11:	QUANTITATIVEAND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		89

ITEM 12:	DESCRIPTIONOF SECURITIES OTHERTHAN EQUITY SECURITIES		89

ITEM 13:	DEFAULTS, DIVIDEND ARREARAGESAND DELINQUENCIES		89

ITEM 14:	MATERIAL MODIFICATIONSTOTHE RIGHTSOF SECURITY HOLDERSAND USEOF PROCEEDS		89

ITEM 15:	CONTROLSAND PROCEDURES		90

ITEM 16:	[RESERVED]		90

ITEM 16A:	AUDIT COMMITTEE FINANCIAL EXPERT		90

ITEM 16B:	CODEOF ETHICS		91

ITEM 16C:	PRINCIPAL ACCOUNTANT FEESAND SERVICES		91

ITEM 16D:	EXEMPTIONSFROMTHE LISTING STANDARDSFOR AUDIT COMMITTEE		91

ITEM 16E:	PURCHASEOF EQUITY SECURITIESBYTHE ISSUERAND AFFILIATED PURCHASERS		92

ITEM 16F:	CHANGEIN REGISTRANT’S CERTIFYING ACCOUNTANT		92

ITEM 16G:	CORPORATE GOVERNANCE		92

ITEM 16H:	MINE SAFETY DISCLOSURE		92

ITEM 17:	FINANCIAL STATEMENTS		93

ITEM 18:	FINANCIAL STATEMENTS		93

ITEM 19:	EXHIBITS		93

A.	Consolidated Financial Statements		93

B.	Exhibits:		93


	As at and for the Year Ended December 31							As of and for the Year Ended December 31
	2012		2011		2010			2015		2014		2013		2012		2011
	(in thousands of US dollars except percentages, shares and per share data)							(in thousands of US dollars, except shares and per share amounts)
Statements of Consolidated Earnings (Loss):
Statements of Consolidated Earnings:
								$		$		$		$		$
Revenue		784,430		786,737		720,516			781,907		812,732		781,500		784,430		786,737

Net Earnings (Loss) before Taxes		22,882		10,874		(15,316	)
Net Earnings (Loss)		22,507		8,954		(48,549	)
Earnings (Loss) per Share
Earnings before Income Taxes									67,655		58,719		31,553		20,594		9,154
Net Earnings									56,672		35,816		67,357		20,381		7,384
Earnings per Share
Basic		0.38		0.15		(0.82	)		0.95		0.59		1.12		0.35		0.13
Diluted		0.37		0.15		(0.82	)		0.93		0.57		1.09		0.34		0.12

Balance Sheets:
Total Assets		426,152		446,723		476,614			487,262		466,676		465,199		426,152		446,723

Capital Stock		351,702		348,148		348,148			347,325		357,840		359,201		351,702		348,148
Shareholders’ Equity		153,834		137,178		144,085			216,728		227,500		230,428		153,834		137,178
Number of Common Shares Outstanding		59,625,039		58,961,050		58,961,050			58.667,535		60,435,826		60,776,649		59,625,039		58,961,050
Dividends Declared per Share	CDN$	0.08		—		—			0.50		0.40		0.24		0.08		—


Stock Information
Weighted average shares outstanding - diluted⁽¹¹⁾	61,111	62,061	61,633
Shares outstanding as of December 31⁽¹¹⁾	58,668	60,436	60,777

The Toronto Stock Exchange (CDN$)
Share price as of December 31	18.69	18.61	14.03
High: 52 weeks	20.51	19.95	15.62
Low: 52 weeks	13.67	11.12	7.96


US GAAP ¨		International Financial Reporting Standards as issued by the International Accounting Standards Board x		Other ¨


		Page

ITEM 1:	IDENTITYOF DIRECTORS, SENIOR MANAGEMENTAND ADVISERS		5

ITEM 2:	OFFER STATISTICSAND EXPECTED TIMETABLE		5

ITEM 3:	KEY INFORMATION		5

A.	SELECTED FINANCIAL DATA		5

B.	CAPITALIZATION AND INDEBTEDNESS		5

C.	REASONS FOR THE OFFER AND USE OF PROCEEDS		5

D.	RISK FACTORS		5

ITEM 4:	INFORMATIONONTHE COMPANY		13

A.	HISTORY AND DEVELOPMENT OF THE COMPANY		13

B.	BUSINESS OVERVIEW		14

(1)	Products, Markets and Distribution		18
(2)	Sales and Marketing		23
(3)	Seasonality of the Company’s Main Business		24
(4)	Equipment and Raw Materials		24
(5)	Research and Development and New Products		24
(6)	Trademarks and Patents		25
(7)	Competition		25
(8)	Environmental Initiatives and Regulation		26

C.	ORGANIZATIONAL STRUCTURE		27

D.	PROPERTY, PLANTS AND EQUIPMENT		28

ITEM 5:	OPERATINGAND FINANCIAL REVIEWAND PROSPECTS (MANAGEMENT’S DISCUSSION & ANALYSIS)		29

ITEM 6:	DIRECTORS, SENIOR MANAGEMENTAND EMPLOYEES		60

A.	DIRECTORS AND SENIOR MANAGEMENT		60

B.	COMPENSATION		62

C.	BOARD PRACTICES		72

D.	EMPLOYEES		74

E.	SHARE OWNERSHIP		74

ITEM 7:	MAJOR SHAREHOLDERSAND RELATED PARTY TRANSACTIONS		76

A.	MAJOR SHAREHOLDERS		76

B.	RELATED PARTY TRANSACTIONS		76

C.	INTERESTS OF EXPERTS AND COUNSEL		76

ITEM 8:	FINANCIAL INFORMATION		76

A.	CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION		76

B.	SIGNIFICANT CHANGES		78

ITEM 9:	THE OFFERAND LISTING		78

A.	OFFER AND LISTING DETAILS		78

B.	PLAN OF DISTRIBUTION		79

C.	MARKETS		79

D.	SELLING SHAREHOLDERS		79


				~~Page~~

~~PART I~~

	~~Item 1:~~	~~Identity of Directors, Senior Management and Advisers~~			6

	~~Item 2:~~	~~Offer Statistics and Expected Timetable~~			6

	~~Item 3:~~	~~Key Information~~			6
		A.	~~Selected Financial Data~~		6
		B.	~~Capitalization and Indebtedness~~		6
		C.	~~Reason for the Offer and Use of Proceeds~~		6
		D.	~~Risk Factors~~		7

	~~Item 4:~~	~~Information on the Company~~			14
		A.	~~History and Development of the Company~~		14
		B.	~~Business Overview~~		15
			~~(1)Products, Markets & Distribution~~		18
			~~(2)Sales and Marketing~~		23
			~~(3)Equipment and Raw Materials~~		23
			~~(4)Research and Development and New Products~~		24
			~~(5)Trademarks & Patents~~		25
			~~(6)Competition~~		26
			~~(7)Environmental Initiatives & Regulation~~		26
		C.	~~Organizational Structure~~		27
		D.	~~Property, Plants and Equipment~~		28

	~~Item 4A:~~	~~Unresolved Staff Comments~~			30

	~~Item 5:~~	~~Operating and Financial Review and Prospects (Management’s Discussion & Analysis)~~			30
			~~Business Overview~~		30
			~~Outlook~~		31
			~~Results of Operations~~		32
			~~Revenue~~		32
			~~Gross Profit and Gross Margin~~		33
			~~Selling, General and Administrative Expenses~~		33
			~~Research Expenses~~		34
			~~Manufacturing Facility Closures, Restructuring and Other Charges~~		34
			~~Operating Profit~~		34
			~~Interest~~		35
			~~Other (Income) Expense~~		35
			~~Income Taxes~~		35
			~~Net Earnings (Loss)~~		36
			~~Non-GAAP Measures~~		36
			~~Adjusted Net Earnings (Loss)~~		36
			~~EBITDA~~		38
			~~Earnings (Loss) Per Share~~		39
			~~Comprehensive Income (Loss)~~		39
			~~Off-Balance Sheet Arrangements~~		39
			~~Related Party Transactions~~		39
			~~Working Capital~~		39
			~~Long-Term Debt and Liquidity~~		40
			~~Pension and Other Post-Retirement Benefit Plans~~		42
			~~Cash Flows~~		42
			~~Financial Risk Management, Objectives and Policies~~		44


			~~Contractual Obligations~~		45
		~~Capital Stock and Dividends~~		46
		~~Litigation~~		46
		~~Critical Accounting Judgments, Estimates and Assumptions~~		47
		~~New Standards and Interpretations Issued but not yet Effective~~		49
		~~Summary of Quarterly Results~~		50
		~~Internal Control over Financing Reporting~~		50
		~~Additional Information~~		50
		~~Forward Looking Statements~~		51

~~Item 6:~~	~~Directors, Senior Management and Employees~~			51
	A.	~~Directors and Senior Management~~		51
	B.	~~Compensation~~		53
	C.	~~Board Practices~~		62
	D.	~~Employees~~		64
	E.	~~Share Ownership~~DILUTION		64

~~Item 7:~~	~~Major Shareholders and Related Party Transactions~~			66
	A.	~~Major Shareholders~~		66
	B.	~~Related Party Transactions~~		66
	C.	~~Interests of Experts and Counsel~~		67

~~Item 8:~~	~~Financial Information~~			67
	A.	~~Consolidated Statements and Other Financial Information~~		67
	B.	~~Significant Changes~~		68

~~Item 9:~~	~~The Offer and Listing~~			68
	A.	~~Offer and Listing Details~~		68
	B.	~~Plan of Distribution~~		69
	C.	~~Markets~~		69
	D.	~~Selling Shareholders~~		69
	E.	~~Dilution~~		69
	F.	~~Expenses of the Issue~~		69

~~Item 10:~~	~~Additional Information~~			69
	A.	~~Share Capital~~		69
	B.	~~Memorandum and Articles of Association~~		69
	C.	~~Material Contracts~~		71
	D.	~~Exchange Controls~~		72
	E.	~~Taxation~~		74
	F.	~~Dividends and Paying Agents~~		78
	G.	~~Statement by Experts~~		78
	H.	~~Documents on Display~~		78
	I.	~~Subsidiary Information~~		78

~~Item 11:~~	~~Quantitative and Qualitative Disclosures about Market Risk~~			78
~~Item 12:~~	~~Description of Securities Other than Equity Securities~~			78


Effective Date	Maturity	Notional Amount		Settlement	Fixed interest rate paid

March 18, 2015	November 18, 2019	$	40,000,000	Monthly		1.610	%

August 18, 2015	August 20, 2018	$	60,000,000	Monthly		1.197	%


Corporation	Place of Incorporation ~~Incorporation~~ or Constitution	Percentage of Ownership or Control
Intertape Polymer Group Inc.	Canada		Parent
Intertape Polymer Inc.	Canada		100	%
Spuntech Fabrics Inc.*	Canada		100	%
Intertape Polymer Corp.	Delaware		100	%
Intertape Woven Products Services, S.A. de C.V.	Mexico		100	%
Intertape Woven Products, S.A. de C.V.	Mexico		100	%
IPG Holdings LP *Luxembourg Finance S.à r.l	~~Delaware~~Luxembourg		100	%
IPG (US) Inc.	Delaware		100	%
IPG (US) Holdings Inc.	Delaware		100	%
~~Intertape Polymer US~~BP Acquisition Corporation	Connecticut		100	%
Better Packages, Inc.	Delaware		100	%
RJM Manufacturing, Inc. (d/b/a TaraTape)	Delaware		100	%
Fibope Portuguesa-Filmes Biorientados S.A.	Portugal		100	%
Intertape Polymer Europe GmbH	Germany		100	%


	High		Low		Close		ADV⁽¹⁾
The Toronto Stock Exchange (CDN$)
Q1		20.51		16.74		17.53		218,247
Q2		20.31		16.21		18.72		136,468
Q3		20.21		13.67		14.27		252,331
Q4		19.01		13.96		18.69		221,181


	1st Quarter									2nd Quarter
	2015			2014			2013			2015			2014			2013
	$			$			$			$			$			$
Revenue		189,009			199,948			196,695			196,586			202,925			193,462
Cost of sales		151,994			157,250			158,389			154,178			158,875			151,202

Gross profit		37,015			42,698			38,306			42,408			44,050			42,260

Gross margin		19.6	%		21.4	%		19.5	%		21.6	%		21.7	%		21.8	%

Selling, general and administrative expenses		18,127			18,980			22,959			22,253			20,561			20,208
Research expenses		2,066			2,074			1,602			2,141			1,667			1,589

		20,193			21,054			24,561			24,394			22,228			21,797

Operating profit before manufacturing facility closures, restructuring and other related charges		16,822			21,644			13,745			18,014			21,822			20,463

Manufacturing facility closures, restructuring and other related charges		660			1,384			27,201			142			1,020			924


Operating profit (loss)		16,162			20,260			(13,456	)		17,872			20,802			19,539

Finance costs
Interest		616			831			1,753			982			864			1,846
Other expense (income), net		(641	)		352			160			395			370			437

		(25	)		1,183			1,913			1,377			1,234			2,283


Earnings (loss) before income tax expense (benefit)		16,187			19,077			(15,369	)		16,495			19,568			17,256
Income tax expense (benefit)
Current		1,063			457			751			1,249			1,062			1,909
Deferred		3,346			6,986			(312	)		3,498			6,392			226

		4,409			7,443			439			4,747			7,454			2,135


Net earnings (loss)		11,778			11,634			(15,808	)		11,748			12,114			15,121


Earnings (loss) per share

Basic		0.19			0.19			(0.26	)		0.20			0.20			0.25
Diluted		0.19			0.19			(0.26	)		0.19			0.19			0.25

Weighted average number of common shares outstanding

Basic		60,471,031			60,776,649			59,692,751			59,727,825			60,825,745			60,288,991
Diluted		62,198,126			62,019,844			59,692,751			61,739,717			62,569,430			61,584,732


	3rd Quarter									4th Quarter
	2015			2014			2013			2015			2014			2013
	$			$			$			$			$			$
Revenue		200,635			209,109			199,853			195,677			200,750			191,490
Cost of sales		157,838			168,447			159,872			149,885			164,527			153,543

Gross profit		42,797			40,662			39,981			45,792			36,223			37,947

Gross margin		21.3	%		19.4	%		20.0	%		23.4	%		18.0	%		19.8	%

Selling, general and administrative expenses		17,927			23,153			20,547			25,765			23,261			18,968
Research expenses		2,499			1,778			1,701			2,753			2,354			2,008

		20,426			24,931			22,248			28,518			25,615			20,976

Operating profit before manufacturing facility closures, restructuring and other related charges		22,371			15,731			17,733			17,274			10,608			16,971

Manufacturing facility closures, restructuring and other related charges		181			1,560			934			2,683			963			1,647


Operating profit		22,190			14,171			16,799			14,591			9,645			15,324

Finance costs
Interest		919			867			1,261			1,036			2,069			847
Other expense (income), net		(651	)		426			190			504			380			159

		268			1,293			1,451			1,540			2,449			1,006


Earnings before income tax expense (benefit)		21,922			12,878			15,348			13,051			7,196			14,318
Income tax expense (benefit)
Current		3,281			2,914			729			2,592			(768	)		233
Deferred		2,987			3,953			200			(7,033	)		1,907			(39,540	)

		6,268			6,867			929			(4,441	)		1,139			(39,307	)


Net earnings		15,654			6,011			14,419			17,492			6,057			53,625


Earnings per share

Basic		0.26			0.10			0.24			0.30			0.10			0.88
Diluted		0.26			0.10			0.23			0.29			0.10			0.86

Weighted average number of common shares outstanding

Basic		59,785,871			60,790,184			60,731,173			58,802,897			60,427,043			60,776,649
Diluted		60,879,777			62,457,931			62,072,583			60,316,201			62,307,696			62,170,733


	Three months ended					Three months ended
	Dec. 31, 2012		Dec. 31, 2011			Dec. 31, 2012		Dec. 31, 2011
Cost of Sales (in millions of US dollars)	$	154.0	$	155.4	Revenue (in millions of US dollars)	$	189.3	$	183.0
Days in Quarter		92		92	Days in Quarter		92		92


Cost of Sales Per Day (in millions of US dollars)	$	1.67	$	1.69	Revenue Per Day (in millions of US dollars)	$	2.06	$	1.99

Average Inventory (in millions of US dollars)	$	90.2	$	89.9	Trade Receivables (in millions of US dollars)	$	75.9	$	82.6


Days Inventory		54		53	DSO’s		37		42


Days Inventory is calculated as follows:					DSO’s is calculated as follows:
Cost of Sales ÷ Days in Quarter = Cost of Sales Per Day					Revenue ÷ Days in Quarter = Revenue Per Day
(Beginning Inventory + Ending Inventory) ÷ 2 = Avg Inventory					Ending Trade Receivables ÷ Revenue Per Day = DSO’s
Average inventory ÷ Cost of Goods Sold Per Day = Days Inventory


	Notional amount		Settlement		Fixed interest rate paid
	$				%
Swap Agreement matured in September 2011		40,000,000		Monthly		3.35


Contractual Obligations	Payments Due by Period⁽¹⁾
(in millions of US dollars)	Total		Less than 1 year		1-3 years		4-5 years		After 5 years
	$		$		$		$		$
Debt Principal Obligations		143.3		8.1		4.1		129.8		1.3
Finance Lease Obligations		11.0		1.5		3.2		3.0		3.3
Pension Obligations⁽²⁾		4.9		4.9		—		—		—
Operating Lease Obligations		2.9		1.9		1.0		—		—
Other Liabilities		3.4		0.5		2.9		—		—

Total		165.5		16.9		11.2		132.8		4.6


~~Name and City of Residence~~	~~Position and Occupation~~	~~First Year as~~ ~~Director~~
James Pantelidis Toronto, Ontario, Canada	Director Director and Chairman of the Board of Parkland Fuel Corporation (distributor and marketer of fuels and lubricants) Director and Chairman of the Board of EnerCare Inc. (home services company)	2012

Jorge N. Quintas Porto, Portugal	Director President, Nelson Quintas SGPS, SA (manufacturer of electrical and telecommunication cables)	2009
Mary Pat Salomone Naples, Florida	Director (2) Senior Vice President and COO, The Babcock & Wilcox Company 2010 to 2013 (power generation company) Director, TransCanda Corporation (energy infrastructure company) Director, TransCanada Pipelines Limited (energy infrastructure company)	2016
Gregory A.A.C. Yull Sarasota, Florida	Director CEO and President of the Company since June 2010, President Tapes and Films Division of the Company, 2008 through 2010; prior to that served as Executive Vice President, Industrial Business Unit for Tapes and Films since November 2004	2010

Melbourne F. Yull Sarasota, Florida	Director Executive Director through June 8, 2010 June 2006 – June 2007 – Retired Prior thereto he was Chairman of the Board and ~~CEO~~Chief Executive Officer of the Company Father of Gregory A.C. Yull	1989-2006 2007


2012	Annual Compensation									Long-Term Compensation
Name and principal position	Salary $		Bonus $		Other $			Director/ Committee Fees $		SAR’s granted
Eric E. Baker Director, Chairman		—		—		—			108,000		10,000
Robert M. Beil Director		—		—		—			44,000		10,000
George J. Bunze Director		—		—		—			53,500		10,000
Robert J. Foster Director		—		—		—			52,000		10,000
James Pantelidis Director		—		—		—			26,000		30,000
Jorge N. Quintas Director		—		—		—			37,500		10,000
Torsten A. Schermer Director		—		—		90,000	⁽¹⁾		23,500		—


Name	Company Contributions ($)
Gregory A. Yull	$	16,500
Bernard J. Pitz	$	16,500
Jim Bob Carpenter	$	16,500
Shawn Nelson	$	16,500
Douglas Nalette	$	16,500
Burgess H. Hildreth	$	16,500


NAME	NUMBER OF SARs GRANTED		BASE PRICE CDN$		EXPIRATION DATE
Eric E. Baker		10,000		7.56	June 28,2018
Robert M. Beil		10,000		7.56	June 28,2018
George J. Bunze		10,000		7.56	June 28,2018
Robert J. Foster		10,000		7.56	June 28,2018


Name	Number of Shares Owned		% of Shares Outstanding
Eric E. Baker(1)		N/A		N/A
Robert M. Beil		50,196		0.09	%
George J. Bunze		53,371		0.09	%
Frank Di Tomaso		10,000		0.02	%
Robert J. Foster		65,000		0.11	%
James Pantedilis		10,000		0.02	%
Jorge N. Quintas		39,357		0.07	%
Mary Pat Salomone		—		—
Melbourne F. Yull		2,035,829		3.47	%
Gregory A.C. Yull		595,464		1.01	%
Jeffrey Crystal		4,200		0.01	%
Douglas Nalette		108,849		0.19	%
Shawn Nelson		131,596		0.22	%
Joseph Tocci		63,252		0.11	%

(1)
~~NAME~~	~~NUMBER OF SHARES OWNED~~
~~Eric E.~~Mr. Baker		~~3,018,989~~
~~Robert M. Beil~~		~~57,696~~
~~George J. Bunze~~		~~45,250~~
~~Robert J. Foster~~		~~67,500~~
~~James Pantedilis~~		~~5,000~~
~~Jorge N. Quintas~~		~~97,300~~
~~Gregory A. Yull~~		~~215,629~~
~~Melbourne F. Yull~~		~~2,512,609~~
~~Bernard J. Pitz~~		~~16,454~~
~~Jim Bob Carpenter~~		~~24,105~~
~~Shawn Nelson~~		~~45,112~~
~~Douglas Nalette~~		~~30,795~~
~~Burgess H. Hildreth~~		~~34,075~~	retired from the Board in June 2015.


Name	Number of options		Exercise price of options $CDN		Expiration date of options	Number of options outstanding		Exercise price of options CDN$		Expiration date of options
Eric E. Baker(1)		50,000 20,000		2.19 1.55	6/10/2016 6/7/2017		—		—	n/a
Robert M. Beil		2,500 10,000		2.19 1.55	6/10/2016 6/7/2017		2,500		2.19	6/10/2016
Robert M. Beil							10,000		1.55	6/7/2017
							10,000		12.04	6/5/2019
		30,000 10,000 10,000 20,000		3.61 0.55 2.19 1.55	9/17/2013 4/1/2015 6/10/2016 6/7/2017		5,000		1.55	6/7/2017
George J. Bunze							10,000		12.04	6/5/2019
George J. Bunze							—		—	n/a
Robert J. Foster		7,500 10,000		2.19 1.55	6/10/2016 6/7/2017		10,000		12.04	6/5/2019
James Pantelidis		0		0			10,000		12.04	6/5/2019
Jorge N. Quintas		30,000 10,000 20,000		1.89 2.19 1.55	11/13/2015 6/10/2016 6/7/2017		2,500		2.19	6/10/2016
Jorge N. Quintas							5,000		1.55	6/7/2017
							10,000		12.04	6/5/2019
							—		—	n/a
Melbourne F. Yull		12,500 10,000		2.19 1.55	6/10/2016 6/7/2017		12,500		2.19	6/10/2016
Gregory A. Yull		417,073 350,000 350,000		3.61 1.90 1.55	9/17/2013 8/5/2020 6/7/2021
Bernard J. Pitz		182,927 100,000		3.61 1.80	11/12/2015 6/27/2017
Jim Bob Carpenter		1,453 50,000 26,250 25,000		3.61 3.61 2.19 1.80	9/17/2013 8/26/2014 6/10/2016 6/27/2017
Melbourne F. Yull							10,000		1.55	6/7/2017
							10,000		12.04	6/5/2019
							350,000		1.55	6/7/2021
Gregory A.C. Yull							265,000		12.04	6/5/2023
							160,000		12.55	3/17/2024
							32,500		12.14	5/13/2020
Douglas Nalette							50,000		1.80	6/27/2017
							50,000		12.04	6/5/2019
							32,500		12.55	3/17/2020
Shawn Nelson		152,439 35,000 50,000		3.61 2.19 1.80	9/17/2013 6/10/2016 6/27/2017		15,000		2.19	6/10/2016
Douglas Nalette		122,352 35,000 50,000		3.61 2.19 1.80	9/17/2013 6/10/2016 6/27/2017
Burgess H. Hildreth		17,500 18,750		2.19 1.80	6/10/2016 6/27/2017
Shawn Nelson							50,000		1.80	6/27/2017
							50,000		12.04	6/5/2019
							32,500		12.55	3/17/2020
							12,500		1.80	6/27/2017
Joseph Tocci							50,000		12.04	6/5/2019
							20,000		12.55	3/17/2020


	Date Declared	Record Date	Date Paid	Amount per Share
Dividends per Share
	8/14/2012	9/21/2012	10/10/2012	CDN $0.08
	3/6/2013	3/25/2013	4/10/2013	USD $0.08
	8/14/2013	9/16/2013	9/30/2013	USD $0.08
	11/12/2013	12/16/2013	12/30/2013	USD $0.08
	2/6/2014	3/19/2014	3/31/2014	USD $0.08
	5/7/2014	6/17/2014	6/30/2014	USD $0.08
	8/5/2014	9/15/2014	9/30/2014	USD $0.12
	11/4/2014	12/15/2014	12/31/2014	USD $0.12
	3/9/2015	3/19/2015	3/31/2015	USD $0.12
	5/11/2015	6/15/2015	6/30/2015	USD $0.12
	8/12/2015	9/15/2015	9/30/2015	USD $0.13
	11/11/2015	12/15/2015	12/31/2015	USD $0.13


		Toronto Stock Exchange ($CDN)				New York Stock Exchange ($US)* OTC Pink Sheets
Year	Period	High		Low		High			Low
2008	Annual		3.53		0.80		3.59	*		0.67	*
2009	Annual		3.07		0.39		2.90	*		0.26	*
2010	Annual		3.60		0.92		3.43			0.93
2011	Annual		3.39		1.02		3.30			1.04
2012	Annual		9.07		3.12		9.17			3.08

2012	First Quarter		4.70		3.17		4.65			3.10
	Second Quarter		7.85		4.72		7.65			4.75
	Third Quarter		9.00		6.12		9.11			6.21
	Fourth Quarter		8.28		6.10		8.40			6.03

2011	First Quarter		1.29		1.02		1.30			1.04
	Second Quarter		1.89		1.20		1.88			1.24
	Third Quarter		2.59		1.73		2.64			1.81
	Fourth Quarter		3.39		1.78		3.30			1.71

2012	September		6.97		6.12		7.20			6.21
	October		6.94		6.42		7.00			6.48
	November		8.13		6.10		8.16			6.03
	December		8.28		7.99		8.40			8.02

2013	January		9.78		8.05		9.78			8.17
2013	February		9.69		9.05		9.68			8.84


Year	Period	Toronto Stock Exchange (CDN$)		OTC Pink Marketplace
Year	Period	High	Low	High	Low
2010	Annual	3.60	0.92	3.43	0.93
2011	Annual	3.39	1.02	3.30	1.04
2012	Annual	9.07	3.12	9.17	3.08
2013	Annual	15.62	7.96	15.20	8.09
2014	Annual	19.95	11.12	17.36	10.10
2015	Annual	20.51	13.67	16.65	10.30

2013	First Quarter	11.07	7.96	10.86	8.09
	Second Quarter	13.28	10.63	12.62	10.40
	Third Quarter	15.62	11.37	15.20	11.16
	Fourth Quarter	15.50	12.36	14.89	11.95

2014	First Quarter	14.05	11.12	13.23	10.10
	Second Quarter	13.21	11.50	11.96	10.73
	Third Quarter	16.37	11.84	14.82	11.24
	Fourth Quarter	19.95	14.53	17.36	12.89

2015	First Quarter	20.51	16.74	16.41	13.43
	Second Quarter	20.31	16.21	16.65	13.60
	Third Quarter	20.21	13.67	15.58	10.30
	Fourth Quarter	19.01	13.96	14.19	10.82

2015	September	14.95	13.72	11.32	10.30
	October	15.77	13.96	11.79	10.82
	November	19.01	14.59	14.19	11.15
	December	18.90	17.77	14.13	12.87

2016	January	18.61	16.06	13.21	11.33
	February	16.74	15.46	12.13	11.19


Date Entered	Amount		Interest Rate			Payments		Last Payment due
September 27, 2012	$	2.7 million		2.74	%	$	48,577	October 1, 2017
December 28, 2012	$	2.6 million		2.74	%	$	46,258	January 1, 2018
June 28, 2013	$	2.2 million		2.90	%	$	39,329	July 1, 2018
December 31, 2013	$	14.7 million		2.90	%	$	263,450	January 1, 2019
April 1, 2014	$	3.5 million		2.95	%	$	62,263	April 1, 2019


Period	(a) Total number of subordinate voting shares purchased		(b) Average price paid per subordinate voting share		(c) Total number of subordinate voting shares purchased as part of publicly announced plans or programs		(d) Maximum number (or approximate dollar value) of subordinate voting shares that may yet be purchased under the plans or programs (shares in millions)
January 1, 2015 – January 31, 2015		—		—		—		1,402,500
February 1, 2015 – February 28, 2015		—		—		—		1,402,500
March 1, 2015 – March 31, 2015		619,988		13.82		619,988		782,512
April 1, 2015 – April 30, 2015		248,900		14.25		248,900		533,612
May 1, 2015 – May 31, 2015		98,200		13.91		98,200		435,412
June 1, 2015 – June 30, 2015		—		—		—		435,412
July 1, 2015 – July 31, 2015⁽¹⁾		—		—		—		2,000,000
August 1, 2015 – August 31, 2015⁽¹⁾		284,200		10.90		284,200		1,715,800
September 1, 2015 – September 30, 2015 ⁽¹⁾		869,300		10.80		869,300		846,500
October 1, 2015 – October 31, 2015⁽¹⁾		366,600		10.95		366,600		479,000
November 1, 2015 – November 30, 2015 ⁽¹⁾		—		—		—		2,479,900
December 1, 2015 – December 31, 2015 ⁽¹⁾		—		—		—		2,479,900
		2,487,188		12.06		2,487,188		2,479,900



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~~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~~333-119982-26.

1.3		By-Law 2015-1, filed under 6-K on December 1, 2015, Film No. 151262916.

2.1		Shareholder Rights Plan Agreement with CST Trust Company, dated December 14, 2015.

4.1		Amended Executive Stock Option Plan incorporated herein by reference to S-8 filed November 7, 2012, File No. ~~333-184797~~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.

4.2		~~Purchase Agreement, Registration~~Stock Appreciation Rights ~~Agreement and Indenture incorporated herein by reference to the Registration Statement filed on October 26, 2004~~Plan, as ~~Registration No. 333-119982 as amended on~~~~www.sec.gov~~ ~~in the United States~~amended.

4.3		Deferred Share Unit Plan filed under 6-K on June 18, 2014, Film No. 14928673.



4.4		Performance Share Unit Plan filed under 6-K on June 18, 2014, Film No. 14928649.

4.5		Loan and Security Agreement filed under 6-K on May 8, 2008, Film No. ~~08813597~~

~~4.4~~		08813597. First and Second Amendments filed under 6-K on April 29, 2011, Film No. 11793224, Third Amendment to Loan and Security Agreement filed under 6-K on February 2, 2012, Film No. ~~12566721.~~12566721, and Fourth Amendment filed under 6-K on February 13, 2014, Film No. 14605422.

4.6		Equipment Finance Agreement filed under 6-K on September 5, 2012, Film No. 121073380.

4.7		Credit Facility Agreement filed under 6-K on November 18, 2014, Film No. 141232715.

8.1		A list of all of Intertape’s significant subsidiaries is set forth in Item 4C of this Form 20-F.

10.1		During ~~2012,~~2015, Intertape 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. Intertape’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 Intertape’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)

~~14.1~~		~~Human Resources and Compensation Committee Charter incorporate herein by reference~~

~~14.2~~		~~Audit Committee Charter incorporated herein by reference~~.

15.1		Consent of Independent Registered Public Accounting ~~Firm~~Firm.

15.2		Human Resources and Compensation Committee Charter incorporated herein by reference to Exhibit 14.1 to 20-F filed March 26, 2013.

15.3		Audit Committee Charter, as amended.


Intertape Polymer Group Inc.

By:		/s/ Gregory A.A.C. Yull
		Gregory A.A.C. Yull, Chief Executive Officer


Management’s Responsibility for Consolidated Financial Statements			2

Management’s Report on Internal Control over Financial Reporting			3

Independent Auditor’s Report of Registered Public Accounting Firm			4 to 5

Independent Auditor’s Report of Registered Public Accounting Firm on Internal Control over Financial Reporting			6 to 7

Consolidated Financial Statements

Consolidated Earnings ~~(Loss)~~			8

Consolidated Comprehensive Income ~~(Loss)~~			9

Consolidated Changes in Shareholders’ Equity			10 to 12

Consolidated Cash Flows			13

Consolidated Balance Sheets			14

Notes to Consolidated Financial Statements			15 to 6876


	Capital stock						Accumulated other comprehensive income
	Number		Amount		Contributed surplus		Cumulative translation adjustment account		Reserve for cash flow hedges			Total			Deficit			Total shareholders’ equity
			$		$		$		$			$			$			$

Balance as of January 1, 2010		58,951,050		348,143		15,024		-		(757	)		(757	)		(172,387	)		190,023


Transactions with owners
Exercise of stock options (Note 15)		10,000		5															5
Stock-based compensation expense (Note 15)						769													769

		10,000		5		769													774


Net earnings (loss)																(48,549	)		(48,549	)


Other comprehensive income
Changes in fair value of interest rate swap agreements, designated as cash flow hedges (net of deferred income tax expense of nil)										(599	)		(599	)					(599	)
Settlement of interest rate swap agreements, transferred to earnings (net of income tax expense of nil)										1,249			1,249						1,249
Changes in fair value of forward foreign exchange rate contracts, designated as cash flow hedges (net of deferred income tax expense of nil)										1,828			1,828						1,828
Settlement of forward foreign exchange rate contracts, transferred to earnings (net of income tax expense of nil)										(869	)		(869	)					(869	)
Gain on forward foreign exchange rate contracts recorded in earnings pursuant to recognition of the hedged item in cost of sales upon discontinuance of the related hedging relationships (net of income tax expense of nil)										(616	)		(616	)					(616	)
Actuarial gains or losses and change in minimum funding requirements on defined benefit plans (net of income tax benefit of $768) (Note 17)																(2,091	)		(2,091	)
Changes to cumulative translation adjustments								2,935					2,935						2,935

								2,935		993			3,928						1,837


Balance as of December 31, 2010		58,961,050		348,148		15,793		2,935		236			3,171			(223,027	)		144,085


	Capital stock							Accumulated other comprehensive loss
	Number		Amount		Contributed surplus			Cumulative translation adjustment account			Deficit			Total shareholders’ equity
			$		$			$			$			$
Balance as of December 31, 2012		59,625,039		351,702		16,386			3,208			(217,462	)		153,834

Transactions with owners
Exercise of stock options (Note 15)		1,151,610		3,760											3,760
Excess tax benefit on exercised stock options (Note 5)				2,030											2,030
Excess tax benefit on outstanding stock options (Note 5)						4,675									4,675
Stock-based compensation expense (Note 15)						1,145									1,145
Stock-based compensation expense credited to capital on options exercised (Note 15)				1,709		(1,709	)								—
Dividends on common shares (Note 15)												(14,567	)		(14,567	)

		1,151,610		7,499		4,111						(14,567	)		(2,957	)

Net earnings												67,357			67,357
Other comprehensive income
Remeasurement of defined benefit liability (net of income tax expense of $6,160) (Note 17)												11,501			11,501
Deferred tax benefit due to the recognition of US deferred tax assets (Note 5)												4,671			4,671
Changes to cumulative translation adjustments									(3,978	)					(3,978	)

									(3,978	)		16,172			12,194

Comprehensive income for the period									(3,978	)		83,529			79,551

Balance as of December 31, 2013		60,776,649		359,201		20,497			(770	)		(148,500	)		230,428