•
In Q4 2022, we entered into a total return swap agreement. Similar to employee stock-based compensation expense, quarterly fair value adjustments of our total return swap (“TRS FVAs”) are classified in cost of sales and selling, general and administrative expenses in our consolidated statement of operations. Commencing in Q1 2023, TRS FVAs are excluded in our determination of the following non-IFRS financial measures included herein: non-IFRS operating margin and adjusted EPS. However, as the impact of TRS FVAs in Q4 2022 was de minimis, no such exclusion was applicable to such non-IFRS financial measures for the full year 2022.
See “Non-IFRS Financial Measures” in our MD&A for the year ended December 31, 2023 (available at www.sedarplus.com) and in Item 5 of our Annual Report on Form 20-F for the year ended December 31, 2023 (“2023 20-F”) (available at www.sec.gov) for, among other things, a discussion of the exclusions used to determine these non-IFRS financial measures and ratios, or the non-IFRS financial measures that are components of non-IFRS ratios, how these non-IFRS financial measures and ratios are used, and a reconciliation of historical non-IFRS financial measures and ratios to the most directly comparable IFRS financial measures for specified periods, which reconciliations are incorporated herein by reference. These non-IFRS financial measures and ratios do not have any standardized meanings prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies.
|
Cautionary Note Regarding Forward-Looking Statements |
|
Certain statements contained in this Circular and the Message from the Chair of the Board include forward- looking information and, therefore, constitute forward-looking statements including, without limitation, statements related to our director identification and nomination process, our intention to settle share unit awards with SVS, our (and our CEO’s) Environmental, Social and Governance (“ESG”) commitments, objectives and goals (including those related to sustainability and diversity and inclusion), our compensation program and related shareholder feedback, our cybersecurity objectives, and that we do not anticipate entering into insider contracts or arrangements. Such forward-looking statements may, without limitation, be preceded by, followed by, or include words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “continues,” “project,” “target,” “goal,” “potential,” “possible,” “contemplate,” “seek,” or similar expressions, or may employ such future or conditional verbs as “may,” “might,” “will,” “could,” “should,” or “would,” or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws concerning forward-looking information.
Forward-looking statements are provided to assist readers in understanding management’s current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. Forward-looking statements are not guarantees of future performance and are subject to risks that could cause actual results to differ materially from those expressed or implied in such forward-looking statements, including, among others, risks related to: employee, stakeholder, customer, supplier and/or non-governmental organization engagement and commitment to ESG initiatives, the cost of implementing our ESG initiatives, our ability to execute our ESG initiatives as planned and achieve our ESG targets and goals, the effectiveness and impact of intended actions; the impact of changing legislation, regulatory initiatives, and social responsibility and sustainability initiatives generally, as well as risks related to our operational and financial performance (which may impact our ability to achieve our ESG targets and goals as anticipated or anticipated financial performance). Risks pertaining to our operational and financial performance are discussed in our public filings at www.sedarplus.com and www.sec.gov, including in our most recent MD&A, our 2023 20-F filed with, and subsequent reports on Form 6-K furnished to, the SEC, and as applicable, the Canadian Securities Administrators.
The forward-looking statements contained in this Circular are based on various assumptions, many of which involve factors that are beyond our control, including those related to our ability to: successfully implement our ESG initiatives as intended; further invest in renewable energy; enhance cross-functional collaboration on ESG initiatives; and engage our full value chain on ESG practices, as well as assumptions related to the effectiveness and impact of such planned actions and science-based targets. Material operational risks and uncertainties and assumptions are discussed in our public filings at www.sedarplus.com and www.sec.gov,