XML 43 R20.htm IDEA: XBRL DOCUMENT v3.25.0.1
CAPITAL STOCK
 12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Capital Stock CAPITAL STOCK:
We are authorized to issue an unlimited number of Common Shares with no par value, which entitle the holder to one vote per share. We are also authorized to issue an unlimited number of preferred shares, issuable in series. No preferred shares have been issued to date.
Prior to April 25, 2024, we were authorized to issue unlimited number of multiple voting shares (MVS) with no par value, which entitled the holder to 25 votes per shares. At our April 25, 2024 Annual and Special Meeting of Shareholders, our shareholders approved Articles of Amendment to our Articles of Incorporation to remove the provisions relating to our MVS (as such shares were no longer outstanding) and to re-designate our SVS as Common Shares, effective as of such date (see note 1).
(a) Capital transactions:
Secondary offerings by Onex Corporation (Onex):
In connection with two underwritten secondary public offerings by Onex, our then-controlling shareholder, completed in June 2023 (June Secondary Offering) and August 2023 (August Secondary Offering, and together with the June Secondary Offering, the Secondary Offerings), we issued an aggregate of approximately 18.6 million Common Shares, upon conversion of an equivalent number of our MVS. The Secondary Offerings had nil impact on our aggregate capital stock amount. Subsequent to the August Secondary Offering, we have no MVS outstanding.
Common Share repurchase plans:

We have repurchased Common Shares in the open market, or as otherwise permitted, for cancellation through normal course issuer bids (NCIBs), which allow us to repurchase a limited number of Common Shares during a specified period. The maximum number of Common Shares we are permitted to repurchase for cancellation under each NCIB is reduced by the number of Common Shares we arrange to be purchased by any non-independent broker in the open market during the term of such NCIB to satisfy delivery obligations under our SBC plans. We from time-to-time enter into automatic share purchase plans (ASPPs) with a broker, instructing the broker to purchase our Common Shares in the open market on our behalf, either for cancellation under an NCIB (NCIB ASPPs) or for delivery obligations under our SBC plans (SBC ASPPs), including during any applicable trading blackout periods, up to specified maximums (and subject to certain pricing and other conditions) through the term of each ASPP.
The TSX accepted our notice to launch an NCIB on December 8, 2022 (2022 NCIB), which allowed us to repurchase, at our discretion, from December 13, 2022 until the earlier of December 12, 2023 or the completion of purchases thereunder, up to approximately 8.8 million Common Shares in the open market, or as otherwise permitted, subject to the normal terms and limitations of such bids. We entered into several NCIB ASPPs and SBC ASPPs (each with independent brokers) during the term of the 2022 NCIB, all of which have expired. There were no accruals at December 31, 2022 in connection with any NCIB ASPP or SBC ASPP.

On December 12, 2023, the TSX accepted our notice to launch another NCIB (2023 NCIB), which allowed us to repurchase, at our discretion, from December 14, 2023 until the earlier of December 13, 2024 or the completion of purchases thereunder, up to approximately 11.8 million of our Common Shares in the open market, or as otherwise permitted, subject to the normal terms and limitations of such bids. We entered into several NCIB ASPPs and SBC ASPPs (each with independent brokers) during the term of the 2023 NCIB, all of which have expired. At December 31, 2023, we recorded an accrual of: (i) $2.7, representing the estimated contractual maximum number of permitted Common Shares repurchases (Contractual Maximum Quantity) for cancellation (0.1 million Common Shares) under an NCIB ASPP we entered into in December 2023 (2023 NCIB Accrual); and (ii) $7.5, representing the estimated Contractual Maximum Quantity (0.3 million Common Shares) under an SBC ASPP we entered into in September 2023 (2023 SBC Accrual). Both 2023 NCIB Accrual and 2023 SBC Accrual were reversed in 2024. The 2023 NCIB was early terminated on October 30, 2024.

On October 30, 2024, the TSX accepted our notice to launch a new NCIB (2024 NCIB), which allows us to repurchase, at our discretion, from November 1, 2024 until the earlier of October 31, 2025 or the completion of purchases thereunder, up to approximately 8.6 million of our Common Shares in the open market, or as otherwise permitted, subject to the normal terms and limitations of such bids. At December 31, 2024, approximately 8.3 million Common Shares remained available for repurchase under the 2024 NCIB either for cancellation or SBC delivery purposes. There were no accruals at December 31, 2024 in connection with any NCIB ASPP or SBC ASPP.
Activities of our capital stock for the periods included is set forth below:
Number of shares (in millions)Common SharesMVS
Issued and outstanding at December 31, 2021106.1 18.6 
Issued from treasury(i)
0.07 — 
Cancelled under NCIB(3.14)— 
Issued and outstanding at December 31, 2022103.0 18.6 
Issued from treasury(i)
0.05 — 
Cancelled under NCIB(2.7)— 
Conversion of MVS into Common Shares in connection with the Secondary Offerings18.6 (18.6)
Issued and outstanding at December 31, 2023119.0 — 
Issued from treasury(i)
0.34 — 
Cancelled under NCIB(3.2)— 
Issued and outstanding at December 31, 2024116.1 — 
(i)     In 2024, 0.3 million Common Shares (2023 — 0.03 million; 2022 — 0.02 million) were issued from treasury upon the exercise of stock options for aggregate cash proceeds of $3.9 (2023 — $0.3; 2022 — $0.2). In 2024, we issued 0.04 million (2023 — 0.02 million; 2022 — 0.05 million) Common Shares from treasury with an ascribed value of $0.5 (2023 — $0.2; 2022 — $0.4) upon the vesting of certain RSUs. We settled other RSUs and PSUs with Common Shares purchased in the open market (described below).

Information regarding Common Shares purchases for cancellation for the years indicated is set forth below:
Year ended December 31
202420232022
Aggregate cost (including transaction fees) of Common Shares repurchased for cancellation (1)
$152.0 $35.6 $34.6 
Number of Common Shares repurchased for cancellation (in millions) (2)
3.2 2.6 3.4 
Weighted average price per share for repurchases
$47.15 $13.83 $10.45 
(1)     For 2023, excludes the $2.7 2023 NCIB Accrual. For 2024, excludes $2.8 accrued at December 31, 2024 for share buyback taxes.
(2)    Includes 0.5 million, 0.9 million and 2.5 million repurchases of Common Shares for cancellation under NCIB ASPPs in 2024, 2023 and 2022, respectively.

Activities of our treasury stock for the periods included is set forth below:
Number of shares for delivery under SBC plans (in millions)
Common Shares
Held by trustee at December 31, 20211.4 
Repurchases in the open market through independent broker under SBC ASPPs (1)
3.9 
Delivery under SBC plans
(3.8)
Held by trustee at December 31, 2022 (2)
1.5 
Repurchases in the open market through independent broker under SBC ASPPs (1)
3.7 
Delivery under SBC plans
(1.9)
Held by trustee at December 31, 2023 (2)
3.3 
Repurchases in the open market through independent broker under SBC ASPPs (1)
3.0 
Delivery under SBC plans
(3.8)
Held by trustee at December 31, 2024 (2)
2.5 
(1)    Aggregated cost, including transaction fees, of Common Shares repurchased for delivery under SBC plans was $119.6 in 2024 (2023 — $82.3; 2022 — $44.9).
(2)    The value of Common Shares held by trustee for delivery under SBC plans was $92.9 at December 31, 2024 (December 31, 2023 — $72.6, excluding 2023 SBC accrual; December 31, 2022 — $16.7).
(b) Employee SBC:

LTIP:

Under the LTIP, we may grant stock options, stock appreciation rights, RSUs and PSUs (Awards) to eligible employees and consultants. Eligible directors may be granted Awards other than stock options. We may, at the time of grant, authorize the grantees to elect to settle these awards either in cash or in Common Shares. Absent such permitted election, we intend to settle vested grants under the LTIP in Common Shares (on a one-for-one basis), either with Common Shares purchased in the open market or issued from treasury (up to a maximum aggregate of 29.0 million Common Shares). At December 31, 2024, 9.6 million Common Shares remain reserved for issuance from treasury under the LTIP, covering potential issuances of Common Shares for outstanding awards and for potential future award grants.

CSUP:
Under the CSUP, we may grant RSUs and PSUs to directors and eligible employees. We have the option to settle vested RSUs and PSUs issued thereunder in Common Shares (on a one-for-one basis) purchased in the open market, or in cash. We intend to settle vested RSUs and PSUs with Common Shares.
Employee SBC Expense:
Employee SBC expense may fluctuate from period-to-period to account for, among other things, new grants, forfeitures resulting from employee terminations or resignations, and the recognition of accelerated SBC expense for employees eligible for retirement. The portion of employee SBC expense that relates to performance-based compensation is subject to adjustment in any period to reflect changes in the estimated level of achievement of pre-determined performance goals and financial targets.
We are party to the TRS Agreement to manage our cash flow requirements and exposure to fluctuations in the share price of our Common Shares in connection with the settlement of certain outstanding equity awards under our SBC plans. See notes 2(n) and 19 for further detail.
Information regarding employee SBC expense and TRS fair value adjustments (TRS FVAs, which represent changes in fair value of TRS) for the years indicated is set forth below:
Year ended December 31
 202420232022
Employee SBC expense in cost of sales$24.8 $22.6 $20.3 
Employee SBC expense in SG&A32.6 33.0 30.7 
Total employee SBC expense
$57.4 $55.6 $51.0 
TRS FVAs (gains) in cost of sales
$(39.6)$— $— 
TRS FVAs (gains) in SG&A
(51.4)— — 
TRS FVAs (gains) in miscellaneous expense (income)
— (45.6)— 
Total TRS FVAs (gains)
$(91.0)$(45.6)$— 
Combined effect of employee SBC expense and TRS FVAs
$(33.6)$10.0 $51.0 

    For RSUs and DSUs issued to eligible directors under our Directors’ Share Compensation Plan (DSC Plan), see paragraph (c) below.

(i) Stock options:
We are permitted to grant stock options under our LTIP. Stock options are granted at prices equal to the closing market price on the day prior to the grant date and are exercisable during a period not to exceed 10 years from the grant date. Stock option grants and exercises were as follows in 2024:
Number of
Options
Weighted Average
Exercise Price*
(in millions)
Outstanding at December 31, 20230.37 $12.72 
Exercised by our Chief Executive Officer (CEO)
(0.30)$13.00 
Outstanding at December 31, 2024 (1)
0.07$10.58 
(1)    The outstanding options at December 31, 2024 (0.05 million options exercisable) were awarded to one employee, with 6.8 years of remaining life and $5.9 of intrinsic value.

(ii) Employee RSUs and PSUs:

We grant RSUs and PSUs to employees pursuant to our LTIP and CSUP. Each vested RSU and PSU generally entitles the holder to receive one Common Share. See note 2(l). We amortize the grant date fair value of RSUs and PSUs to expense over the vesting period. The grant date fair value of RSUs is based on the market value of our Common Shares at the time of grant. With respect to PSUs, employees are granted a target number of PSUs. The number of PSUs that will actually vest will vary from 0% to 200% of the target amount granted based on the level of achievement of the relevant performance conditions, including: (i) for 2022 grants, a pre-determined non-market performance measurement and modifier and a relative TSR modifier; and (ii) commencing in 2023, a different pre-determined non-market performance measurement and a relative TSR modifier (described in note 2(l)). The grant date fair value of the TSR modifier was based on a Monte Carlo simulation model and a premium of 120% for 2024 (2023 — 118%; 2022 — 116%). The grant date fair value of the non-TSR-based performance measurement and modifier (where applicable) was based on the market value of our Common Shares at the time of grant and is subject to adjustment to reflect changes in the estimated level of achievement related to the applicable performance condition.
The assumptions used in the measurement of the grant date fair values of PSUs were as follows:
Year ended December 31
202420232022
Expected volatility41 %53 %52 %
Expected life 3 years3 years3 years
Risk-free interest rate (based on 3-year Treasury bonds)4.1 %3.9 %1.4 %

RSUs (excluding RSUs granted to directors, see (c) below) and PSUs activities in 2024 and information at December 31, 2024 were as follows:     
RSUs
PSUs
Number of RSUs
(in millions)
Weighted average grant date fair value
Number of PSUs
(in millions)*
Weighted average grant date fair value
Outstanding at December 31, 2023
3.2$12.64 4.6$12.19 
Granted
0.8$37.74 0.5$43.47 
Vested and exercised
(1.8)$12.32 (3.7)$9.20 
Forfeited
(0.1)$18.90 (0.1)$16.01 
Added by performance factor adjustment
— $— 1.8$9.15 
Outstanding at December 31, 2024
2.1$21.63 3.1$19.02 
At December 31, 2024:
Total remaining unrecognized compensation expense related to non-vested awards (in millions)
$10.2$21.3
Weighted average remaining requisite service period
1.3 years0.9 years
*    For non-vested PSUs, includes 100% of target granted.
In 2024, the total fair value of RSUs vested during the year was $90.3 (2023 — $41.0; 2022 — $28.1). In 2024, the total fair value of PSUs vested during the year was $136.2 (2023 — $39.2; 2022 — $15.5).

In 2024, we made a cash payment of $84.6 (2023 — $7.7) for the withholding taxes in connection with the RSUs and PSUs that vested during the year. In 2023, we also settled a portion of RSUs and PSUs that vested during the year with a cash payment of $49.8. See below for our cash settlement of Onex's DSUs in October 2023.

(c) Director SBC:

    We grant DSUs to certain directors (and Onex prior to the termination of the Services Agreement on September 3, 2023) under our DSC Plan. DSUs granted to directors may be settled with Common Shares (on a one-for-one basis) purchased in the open market, or with cash (at the discretion of the Company). We also grant RSUs (under specified circumstances) to certain directors as compensation under the DSC Plan. RSUs granted to directors vest ratably over a three-year period and are governed by the terms of our LTIP. Each vested RSU entitles the holder thereof to one Common Share (see note 2(l)). In connection with the retirement of Dan DiMaggio and Deepak Chopra from our Board of Directors (Board), the 0.3 million DSUs held by Mr. DiMaggio and 0.1 million DSUs held by Mr. Chopra were settled in March 2024 and September 2024, respectively. In connection with the retirement of Carol Perry from our Board and the retirement of William A. Etherington from our Board and from the Onex Board, the 0.2 million DSUs held by Ms. Perry and the 0.5 million DSUs held by Mr. Etherington were settled in June 2023. In connection with the termination of the Services Agreement, we paid Onex approximately $9.2 in cash in October 2023 to settle Onex’s then-outstanding DSUs. In connection with the retirement of Eamon Ryan from our Board, 0.03 million RSUs and 0.3 million DSUs held by Mr. Ryan were settled in April 2022 and July 2022, respectively.

    Information regarding director SBC expense and director RSUs activity for the periods indicated is set forth below:
Year ended December 31
202420232022
Director SBC expense in SG&A (1)
$2.4 $2.4 $2.2 
Director RSUs granted:
Number of awards (in millions)0.01 0.02 0.04 
Weighted average grant date fair value per unit$57.20 $18.15 $10.44 
(1)    Expense consists of director compensation to be settled with Common Shares, or Common Shares and cash.

At December 31, 2024, number of director RSUs outstanding was 0.03 million (December 31, 2023 — 0.1 million).

Information regarding DSUs activity for the periods indicated is set forth below:
Number of DSUs
(in millions)
Year ended Weighted average grant date fair value
DSUs outstanding at December 31, 2023
1.1 $9.45 
Granted
0.02 $56.07 
Vested and exercised
(0.4)$9.50 
DSUs outstanding at December 31, 2024
0.7$10.88 
In 2024, the total fair value of DSUs vested during the year was $16.9 (2023 — $19.2; 2022 — $2.6).