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CAPITAL STOCK | 3 Months Ended
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Mar. 31, 2025
Share-Based Payment Arrangement [Abstract] |
CAPITAL STOCK | CAPITAL STOCK Capital transactions: Activities with respect to our capital stock for the periods indicated are set forth below:
Number of shares (in millions) | Common Shares
Issued and outstanding at December 31, 2023 | 119.0 |
Issued from treasury (1) | 0.3 |
Cancelled under normal course issuer bids (NCIB) | (0.5) |
Issued and outstanding at March 31, 2024 | 118.8 |
Issued and outstanding at December 31, 2024 | 116.1 |
Issued from treasury (1) | 0.1 |
Cancelled under NCIB | (0.6) |
Issued and outstanding at March 31, 2025 | 115.6 |
(1) From time to time, we issue shares from treasury to settle our vested stock options, restricted share units (RSUs) and performance share units (PSUs). In Q1 2025, no stock options were exercised. In Q1 2024, 0.3 million shares were issued from treasury upon the exercise of stock options for aggregate cash proceeds of $3.9. Common Share Repurchase Plans: We have repurchased Common Shares in the open market, or as otherwise permitted, for cancellation through 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 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. On December 12, 2023, the TSX accepted our notice to launch a NCIB (2023 NCIB), which allowed us to repurchase, at our discretion, from December 14, 2023 until the earlier of December 13, 2024 (unless terminated earlier) 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. At December 31, 2023, we recorded an accrual of: (i) $2.7, representing the estimated contractual maximum number of permitted Common Share repurchases (Contractual Maximum Quantity) under an NCIB ASPP; and (ii) $7.5, representing the estimated Contractual Maximum Quantity under an SBC ASPP, each of which was reversed in Q1 2024. One NCIB ASPP and two SBC ASPPs were in effect during Q1 2024 and no ASPP accruals were recorded at March 31, 2024. The 2023 NCIB was early terminated on October 30, 2024. On October 30, 2024, the TSX accepted our notice to launch another 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 March 31, 2025, approximately 7.7 million Common Shares remained available for repurchase under the 2024 NCIB. One SBC ASPP was in effect during Q1 2025. In April 2025, we paid $40.0 (including transaction fees) to purchase 0.6 million Common Shares under an NCIB ASPP (entered in March 2025, in effect for April 2025). Information regarding Common Shares purchases in Q1 2025 and Q1 2024 for cancellation and for SBC plan delivery obligations (including under ASPPs) is set forth below:
| Three months ended March 31 |  |  |
| 2025 |  | 2024 |  |  |  |  |  |  |  |
Aggregate cost (including transaction fees and excluding share buyback taxes) of Common Shares repurchased for cancellation | $ | 75.0 |  |  | $ | 16.5 |  |  |  |  |  |  |  |  |
Number of Common Shares repurchased for cancellation (in millions)(1) | 0.6 |  |  | 0.5 |  |  |  |  |  |  |  |  |
Weighted average price per share for repurchases | $ | 114.46 |  |  | $ | 35.96 |  |  |  |  |  |  |  |  |
Aggregate cost (including transaction fees) of Common Shares repurchased for delivery under SBC plans | $ | 221.6 |  |  | $ | 101.6 |  |  |  |  |  |  |  |  |
Number of Common Shares repurchased for delivery under SBC plans (in millions)(2) | 1.7 |  |  | 2.8 |  |  |  |  |  |  |  |  |
(1) For Q1 2024, includes 0.5 million Common Shares purchased for cancellation under NCIB ASPPs. (2) Consists entirely of SBC ASPP purchases through an independent broker. SBC: From time to time, we pay cash to a broker to purchase Common Shares in the open market to satisfy delivery requirements under our SBC plans. In Q1 2025, we purchased 1.7 million Common Shares (Q1 2024 — 2.8 million) in the open market through an independent broker under SBC ASPPs (see table above) and used 2.0 million Common Shares (Q1 2024 — 3.2 million) to settle SBC awards. At March 31, 2025, the broker held 2.2 million Common Shares with a value of $205.6 (December 31, 2024 — 2.5 million Common Shares with a value of $92.9) for this purpose, which we report as treasury stock on our consolidated statement of changes in equity. We grant RSUs and PSUs, and occasionally, stock options, to employees under our SBC plans. The majority of RSUs vest one-third per year over a three-year period. Stock options generally vest 25% per year over a four-year period. The number of outstanding PSUs that will actually vest varies from 0% to 200% of a target amount granted. For PSUs granted in 2022, the number of PSUs that vested were based on the level of achievement of a pre-determined non-market performance measurement in the final year of the relevant three-year performance period, subject to modification by each of a separate pre-determined non-market financial target, and our relative total shareholder return (TSR), a market performance condition, compared to a pre-defined group of companies, over the relevant three-year performance period. Commencing in 2023, the number of PSUs that will vest are based on the level of achievement of a different pre-determined non-market performance measurement, subject to modification by our relative TSR compared to a pre-defined group of companies, in each case over the relevant three-year performance period. We also grant deferred share units (DSUs) and RSUs (under specified circumstances) to directors as compensation under our Directors' Share Compensation Plan. See note 2(l) to the 2024 AFS for further detail. Information regarding RSU, PSU and DSU grants to employees and directors, as applicable, for the periods indicated is set forth below (no stock options were granted in the periods below):
| Three months ended March 31 |  |  |
| 2025 |  | 2024 |  |  |  |  |  |  |
RSUs Granted:
Number of awards (in millions) | 0.2 |  |  | 0.7 |  |  |  |  |  |  |  |
Weighted average grant date fair value per unit | $ | 120.67 |  |  | $ | 36.37 |  |  |  |  |  |  |  |
PSUs Granted:
Number of awards (in millions, representing 100% of target) | 0.2 |  |  | 0.5 |  |  |  |  |  |  |  |
Weighted average grant date fair value per unit | $ | 147.23 |  |  | $ | 43.34 |  |  |  |  |  |  |  |
DSUs Granted:
Number of awards (in millions) | 0.004 |  |  | 0.01 |  |  |  |  |  |  |  |
Weighted average grant date fair value per unit | $ | 79.28 |  |  | $ | 43.75 |  |  |  |  |  |  |  |
In Q1 2024, our Chief Executive Officer exercised 0.3 million stock options with an exercise price per option of $17.52 Canadian dollars. In Q1 2025, we made a cash payment of $156.0 for withholding taxes in connection with the SBC awards that vested during such period (Q1 2024 — $69.0). We use the TRS agreement (TRS Agreement) to manage cash flow requirements and our 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 note 15 for further detail. Information regarding employee and director SBC expense and TRS FVAs (which represent changes in fair value of the TRS) for the periods indicated is set forth below:
| Three months ended March 31 |  |  |
| 2025 |  | 2024 |  |  |  |  |  |  |  |
Employee SBC expense in cost of sales | $ | 10.1 |  |  | $ | 8.9 |  |  |  |  |  |  |  |  |
Employee SBC expense in SG&A | 15.9 |  |  | 13.8 |  |  |  |  |  |  |  |  |
Total employee SBC expense | $ | 26.0 |  |  | $ | 22.7 |  |  |  |  |  |  |  |  |
TRS FVAs: losses (gains) in cost of sales | $ | 7.5 |  |  | $ | (12.8) |  |  |  |  |  |  |  |  |
TRS FVAs: losses (gains) in SG&A | 11.6 |  |  | (18.7) |  |  |  |  |  |  |  |  |
Total TRS FVAs: losses (gains) | $ | 19.1 |  |  | $ | (31.5) |  |  |  |  |  |  |  |  |
Combined effect of employee SBC expense and TRS FVAs | $ | 45.1 |  |  | $ | (8.8) |  |  |  |  |  |  |  |  |
Director SBC expense in SG&A(1) | $ | 0.6 |  |  | $ | 0.6 |  |  |  |  |  |  |  |  |
(1) Expense consists of director compensation to be settled with Common Shares, or Common Shares and cash.

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/505/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent + Details
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