Financial Reporting Release Recent Issues in Financial Reporting January 2007 In this Issue Students of World War II will recall that immediately after war was declared not all that much happened – there was a period of such calm that the war was called “the phony war” or the “bore war”. Then, of course, all hell broke loose. It wouldn’t be quite fair to say that we’re in the phony war stage in terms of accounting developments over the last few months. While no accounting bombshells have been dropped since our last issue of Financial Reporting Release, some things have happened that should make you sit up and take notice. How well the Accounting Standards Board (AcSB) is faring in implementing its plan to introduce International Financial Reporting Standards (IFRS) into Canada … New ways of assessing the significance of errors in financial statements … A definition of fair value from the US that, sooner or later, one way or another, is going to affect Canadian GAAP … The beginning of the end for proportionate consolidation of joint ventures … Proposals to improve the accounting by income trusts … A report card from the OSC. No, not quite a phony war. A bore war, perhaps? Well now, that’s entirely up to you. Contents You now have the option of receiving our publications by email, hardcopy by mail, or both. Please let us know your choice by accessing www.pwc.com/ca/subscribe. 3 3 5 6 6 7 7 8 9 10 The Future of Canadian GAAP Materiality Fair Value Measurements Proportionate Consolidation of Joint Ventures Income Trusts Financial Instrument and Capital Disclosures OSC Report Card SOX South Emerging Issues Committee (“EIC”) Abstracts Appendix: Income Trusts – The Commentary/The Exposure Draft The Future of Canadian GAAP The trouble with our times is that the future is not what it used to be. Paul Valéry In the past few issues of Financial Reporting Release, we’ve told you about the AcSB’s plans to (1) require Canadian publicly accountable enterprises to apply IFRS; and (2) consider establishing a kinder and gentler alternative GAAP option for all other Canadian entities. Here’s a brief report on the AcSB’s progress in implementing its plan. Keep in mind, we’re in early days yet. • In December 2006, the AcSB announced it will set a definite date by March 31, 2008 for changing over to IFRS, after reviewing the IFRS readiness of the country and a quick check to make sure that IFRS is still a club worth joining. 2011 remains the most likely date, despite the urging of the International Accounting Standards Board (IASB) that Canada adopt IFRS in 2009. • The AcSB is in the midst of thrashing out exactly which kinds of entities will have to change over to IFRS. If we read the tea leaves, entities that plan to issue or have issued securities in a public market, banks, insurance companies, securities broker/dealers, pension funds, mutual funds and investment banking entities are cooked – they almost certainly will have to change over when the time comes. The answer is less clear for cooperative organizations, but our bet is they’ll be caught too. Everyone else will have the choice of changing or not. Look for an exposure draft on a proposed definition of “publicly accountable enterprise” to be issued soon. • The AcSB will not give entities the option of adopting IFRS early. If you’re cheesed off about this and you’re a public company, you’ve only got one choice – plead with your friendly securities regulator to allow you to adopt IFRS now instead of Canadian GAAP. If you’re a private company, you’ve got no options. • AcSB staff will issue an Invitation to Comment on an optional alternative basis of reporting for non-publicly accountable enterprises. The invitation will set out staff research findings on user needs, and ask for input regarding several possible approaches the AcSB could pursue. It’ll be in the mail in the first quarter of 2007. Observation. If you’re potentially affected, now is the time to start thinking about what life would be like under an IFRS regime. Maybe even start crafting an implementation plan. The obvious place to begin is a review of the CICA’s Canadian GAAP-IFRS comparisons to identify any relevant differences. Whatever you do, don’t let the deadline creep up on you. Materiality We are tied down to a language that makes up in obscurity what it lacks in style. Tom Stoppard – Rosencrantz and Guildenstern Are Dead In September 2006, the SEC released Staff Accounting Bulletin 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. It requires entities to determine whether any errors in financial statements are material using both the rollover and the iron curtain method. Rollover method? Iron curtain method? Let us explain. Financial Reporting Release 3 Accounting standards everywhere generally say that you don’t have to go to the bother of correcting an error in a set of financial statements if you think leaving the error uncorrected wouldn’t influence or change a user’s decision, i.e. it’s “immaterial”. Applying this concept is sort of like the “no harm, no foul” theory in sports – of course, players don’t get to call fouls on themselves. Assessing whether an error is material includes quantifying its effect on the financial statements. In practice, entities usually make these assessments using one of two approaches – the “rollover” method and the “iron curtain” method. The two methods differ primarily in their treatment of misstatements that affect the opening balance sheet for the current year. Under the rollover method, opening balance sheet errors that “roll over” into the current year’s income statement are treated as misstatements of current year’s income. For example, let’s assume a company understated expenses and related liabilities in error last year by $1,000,000. The error was thought not to be material and was not corrected. Instead, the company corrected the error by charging the $1,000,000 against income for the current year. Using the rollover method, an accountant would say that the current year’s income statement is understated by $1,000,000 because it includes a correction for an error that relates to the prior year’s financial statements. If, for some reason, the $1,000,000 understatement of current year’s income was material, the prior year’s financial statements would have to be restated. Most companies in Canada use this approach. Under the iron curtain method, the existence of immaterial errors made in the prior year can never result in a restatement of the prior year’s financial statements – it’s as if an iron curtain had slammed down on those statements, preventing any changes. By default, therefore, the correction of the prior year’s errors is done by adjusting the current year’s financial statements. To illustrate – in our example, an accountant using the iron curtain method would say that charging $1,000,000 against current year’s income to correct last year’s error is just fine, thank you very much, no misstatement here. Indeed, if for some reason the error was not corrected this way, the current year’s income would be overstated. What SAB 108 says is, use both the rollover method and the iron curtain method to quantify misstatements. If applying either method results in a material misstatement for the current year, correct it by restating previously issued financial statements. SAB 108 must be applied to annual financial statements for years ending on or after November 15, 2006. There are special “amnesty provisions” in the transitional provisions that allow a registrant to adopt SAB 108 by simply adjusting opening retained earnings of the current year, i.e. it is not necessary to restate prior years’ financial statements. Observation. SAB 108 is the SEC’s interpretation of US GAAP. Therefore, technically, it must be applied only by Canadian companies having US GAAP reporting responsibilities and only then to their US GAAP numbers. However, SEC staff strongly encourage Canadian SEC registrants to apply SAB 108 when preparing Canadian GAAP financial statements. If you don’t, the SEC will encourage you, equally strongly, to have a brief chat with them explaining why not. We assume Canadian securities regulators would have a similar view. Note, however, that the amnesty provisions available in applying US GAAP are not available under Canadian GAAP – restating prior years’ financial statements and making appropriate disclosure of the nature of the adjustment often may be necessary. Correcting an error in a US GAAP footnote, but not in a registrant’s primary Canadian GAAP financial statements, would be like standing naked in front of a bull and waving a red flag. Sure, you might not be gored, but do you really want to take the chance? Anyway, who wants to see you naked? 4 Financial Reporting Release Fair Value Measurements Time flies like an arrow. Fruit flies like a banana. Groucho Marx The concept of “fair value” is like the concept of “time” – everybody knows what it is until somebody asks for a definition. Then you get a lot of shuffling of feet, throat clearing and “gee, you know what it is”. The FASB is the latest in a long line to try and enlighten the masses about the meaning of fair value, issuing a new accounting standard, FAS 157, Fair Value Measurements, in September 2006. In essence, this standard says, “If you’ve got to record something at fair value, or disclose its fair value in the notes, this is how you go about calculating fair value”. The standard also requires an entity to make certain disclosures in the footnotes to the financial statements about the quality of fair value estimates. The highlights: • In concept, fair value is what you’d get from selling an asset, before transaction costs. It’s not what you’d pay to acquire the asset. While these two amounts usually are the same, they can differ (e.g. when you buy in one market and sell in another). • The most reliable measure of the fair value of an asset is its market price. If there is no market for the asset, you should estimate fair value using whatever relevant market data that’s available – quoted market prices for similar assets, for instance, or other market rates or prices that you know will affect the value (e.g. for loans and certain other financial assets, interest rates, default rates, etc.). If there is no market data, make your best estimate using the information that you have. FAS 157 refers to the latter estimates as “hypothetical constructs”. Cynics call them guesses. • Forget that you own the asset. Any special information that only you know about an asset, which might impact the fair value of the asset if widely known, doesn’t count. Put yourselves in the shoes of buyers who have no inside knowledge. • The fair value of a liability is the amount that you’d have to pay someone else with a similar credit standing to assume the liability. The bit about “similar credit rating” is important. If your credit rating drops, the fair value of your liabilities will go down. Many think this result has just got to be wrong – does it make sense to report that your liabilities are falling because the risk that you can’t pay them goes up? Yes, shouts the FASB. • There should be disclosure of fair value measurements at each reporting date, including how hard or soft the estimates are. For this purpose, fair value measurements fall into three categories: Level 1, where fair value is the quoted market price of the item in an active market; Level 2, where fair value is derived from observable market data; and Level 3, where fair value is partly or entirely a “hypothetical construct”. Level 3 is a kind of toxic warning label – use at your own risk. FAS 157 is effective for fiscal years beginning on or after November 15, 2007 and interim periods within those years. It would be naïve to think that FAS 157 won’t find its way into Canadian GAAP. The IASB already has undertaken a project to consider adopting FAS 157. The AcSB, consistent with its policy to adopt IFRS, already has announced that it will be doing whatever the IASB does. Sooner or later, therefore, we’re going to be calculating fair values under this standard. Of Financial Reporting Release 5 course, “sooner” will be 2008 for Canadian companies that also have US GAAP reporting responsibilities. Observation. We suspect the formulation of a comprehensive method for determining fair value will encourage standards-setters to substantially expand the use of fair value accounting. What’s the point of a getting a shiny new car if you’re not going to drive it anywhere? Proportionate Consolidation of Joint Ventures It Don’t Mean A Thing (If It Ain’t Got That Swing) Song by Duke Ellington We’ve used proportionate consolidation to account for interests in joint ventures for a good long while now. Under this method, each venturer reports its pro rata share of each of the assets and liabilities, and related revenues, expenses and cash flows of the venture in its own financial statements. It’s accounting’s version of splitting the atom. Life, as we know it, is going to change. In September 2006, the AcSB announced it was planning to get rid of proportionate consolidation. When this becomes reality, a venturer will have to account for its interests as it would for other investments over which it has significant influence – using the equity method. The only exception is if a venturer owns a direct interest in the assets of a venture, such as a 50% undivided ownership interest in real estate. In this case, the venturer is supposed to account for the asset it owns – an undivided interest in property. While this sounds an awful lot like proportionate consolidation, technically it isn’t. Trust us. The AcSB is proposing this change in response to a decision by the IASB to give proportionate consolidation the heave ho for IFRS. We expect the AcSB to issue an exposure draft in 2007 and the elimination of proportionate consolidation to become effective in 2008. Observation. Many believe that proportionate consolidation provides more meaningful information than equity accounting. Indeed, the Accounting Standards Board was so persuaded by this view that it required the use of proportionate consolidation for joint ventures over 10 years ago. The trouble is that this method just doesn’t square up with basic financial statement concepts. Under these concepts, an enterprise should be reporting in its balance sheet only those assets that the enterprise controls. A venturer that owns 50% of a separate joint venture entity doesn’t control 50% of the assets of the venture; it shares control over 100% of the assets with the other venturers. 10 years ago, it was much easier for a standards-setter to set aside financial statement concepts in favour of what it thought was a better financial statement presentation. These days, however, it don’t mean a thing if it ain’t got that theoretical swing. Income Trusts What are we going to do, what are we going to do, what are we going to do! The Magic School Bus – Kids’ TV show Parents of older children might recall a kids’ TV show called the “Magic School Bus”. The show involved a class of kids taking trips on a magic bus that allowed all sorts of wonderful things to happen – trips through outer space, a blood vessel, a block of wood, etc., etc. Anyway, one of the kids in the class was Arnold, an annoying little twerp, who, whenever the class got in a pickle, would whine shrilly “What are we going to do, what are we going to do, what are we 6 Financial Reporting Release going to do?” In recent years, that question has been asked repeatedly about the quality of financial reporting by income trusts. Many have expressed concerns. Others, disgust. Fingers have been pointed, often at the CICA, for not providing explicit guidance for income trusts. The CICA responded late in 2006. First, it released a non-authoritative commentary on how income trusts can improve their GAAP financial statements. Second, the CICA’s Canadian Performance Reporting Board issued an exposure draft on how income trusts should define and discuss “distributable cash flow” in the Management’s Discussion and Analysis. We summarize and comment on the major points of the Commentary and Exposure Draft in the Appendix to this newsletter. Financial Instrument and Capital Disclosures There are books of which the backs and covers are by far the best parts. Charles Dickens In December 2006, the AcSB issued new standards on the footnote disclosures an entity should make regarding financial instruments as well as capital. These standards are effective for interim and annual periods starting October 1, 2007. Observation. These standards may be more challenging than at first glance. Stay tuned. OSC Report Card When I am pinned and wriggling on the wall, Then how should I begin To spit out all the butt-ends of my days and ways? The Love Song of J. Alfred Prufrock – T.S. Eliot Every year, the Corporate Finance Branch of the Ontario Securities Commissions issues a report which summarizes the results of its continuous disclosure and prospectus reviews of issuers. Here’s a rundown of some of the more significant findings. • In 58% of the cases, the OSC required material improvements, either the refiling of existing documents or prospective accounting or disclosure changes in future filings. • With respect to accounting and general disclosure issues: - Unsatisfactory accounting policy disclosure - Inappropriate recognition in arrangements involving multiple deliverables - Not identifying intangible assets acquired on the purchase of a business - Failure to assess goodwill for impairment despite potential indicators of loss - Improper measurement and inadequate disclosure of related party transactions - Not accounting for modifications to stock option plans properly - Relying on US GAAP or IFRS not consistent with Canadian GAAP - Improper use of valuation allowances relating to income tax assets. Financial Reporting Release 7 • With respect to MD&A disclosures: - Simply repeating financial statement disclosure without meaningful information or analysis - Poor liquidity analysis - No quantitative discussion about factors leading to changes in revenues or expenses - No conclusion on the effectiveness of disclosure controls and procedures - When non-GAAP financial measures are used, failing to identify the measure as not being GAAP; provide equal prominence with the most directly comparable GAAP measurement; or explain why the non-GAAP measure is meaningful. The report also addressed other topics such as executive compensation disclosure, errors and restatements and various prospectus issues. Observation. Remember, if the OSC doesn’t like what you’re doing and requires a restatement, they’ll stick your name on their “wall of shame” website for all to see. SOX South Not everything that can be counted counts and not everything that counts can be counted. Albert Einstein No issue of Financial Reporting Release would be complete without at least some discussion of the latest developments affecting implementation of the SarbanesOxley Act (SOX) in the US. SOX was issued in response to Enron and other accounting scandals that shook confidence in the quality of financial reporting by public companies in the markets. The latest development is that the SEC and the Public Company Accounting Oversight Board (PCAOB), the US auditor oversight body, are proposing amendments to the existing requirements in order to promote a principles-based, top-down, risk-weighted approach for evaluating internal controls over financial reporting. The thinking behind the proposals is that this new approach will allow companies and their auditors to appropriately tailor their evaluations to the nature and the size of the company, making the work more efficient. The proposals are in response to storms of protest that the existing requirements were overkill and resulted in costs that were way out of line with the benefits. The SEC proposes the following basic five-step approach for management: 1. Use judgment to identify those areas that are both material and pose a significant risk to reliable financial reporting. 2. Identify those controls that address these risks. 3. Gather and analyze evidence about the operation of those controls. 4. Assess whether any identified control deficiencies are material weaknesses. 5. Document assessments appropriately (in some cases, limited documentation may suffice). Similar changes are being proposed by the PCAOB for auditors. Observation. We always have supported a principles-based, top-down, risk-weighted approach for evaluating internal controls over financial reporting and are encouraged by the proposals. 8 Financial Reporting Release Emerging Issues Committee (“EIC”) Abstracts EIC 103, Related Party Transactions – Meaning of Substantive Change and Measurement of Change in a Transfer of Ownership Interests. The Abstract was modified in November 2006 to confirm that the transfer of an asset to an entity being consolidated under the special rules for variable interest entities (“VIE”) represents a transfer to a controlled entity. Observation. While EIC 103 addresses a rather fine technical issue, it also establishes an important principle – if an enterprise has to consolidate a VIE, any transaction between the enterprise and the VIE qualifies as a “related party transaction”. This is important because there are special accounting rules for related party transactions that govern their measurement and disclosure. EIC 163, Determining the Variability To Be Considered in Applying AcG-15. This Abstract clarifies what is meant by the terms “variable interests” and “variability” in determining whether an entity is a VIE and whether an enterprise must consolidate a VIE. It is effective the first day of the first interim or annual reporting period beginning on or after January 1, 2007, however, an entity does not have to revisit any previous VIE consolidation decisions unless arrangements or ownership interests are revised in some way. Observation. Be careful with this one. Under this Abstract, what counts as a variable interest and variability will differ from situation to situation, depending on the design and purpose of the structure. Almost everyone is going to have to change the way they make VIE assessments under these new requirements. D60, Definition of Costs and Fees in Section 3855. Under existing GAAP, costs and fees relating to the modification or exchange of debt instruments can or must be deferred in certain circumstances by adjusting the carrying value of the loan. This Abstract provides a definition of “fees” and “costs” to ensure that the amount deferred or expensed in the particular situation is appropriate. D62, Convertible Debt Instruments. This draft Abstract replaces EIC 158, Convertible Debt Instruments and applies to entities that have adopted CICA Handbook Section 3855, Financial Instruments – Recognition and Measurement. Observation. This is required reading for accountants and auditors dealing with the new financial instrument rules in Handbook Section 3855. The Abstract goes far beyond interpreting the application of these rules to convertible debt instruments. Perhaps a more appropriate description of the Abstract is that it provides general guidance on accounting for debt instruments under Section 3855 using convertible debt as an example. Financial Reporting Release 9 Income Trusts What are we going to do, what are we going to do, what are we going to do! The Magic School Bus – Kids’ TV show Parents of older children might recall a kids’ TV show called the “Magic School Bus”. The show involved a class of kids taking trips on a magic bus that allowed all sorts of wonderful things to happen – trips through outer space, a blood vessel, a block of wood, etc., etc. Anyway, one of the kids in the class was Arnold, an annoying little twerp, who, whenever the class got in a pickle, would whine shrilly “What are we going to do, what are we going to do, what are we going to do?” In recent years, that question has been asked repeatedly about the quality of financial reporting by income trusts. Many have expressed concerns. Others, disgust. Fingers have been pointed, often at the CICA, for failing to provide more specific guidance for income trusts. The CICA responded late in 2006. First, it released a non-authoritative commentary authored by one of their staff members on how income trusts can improve their GAAP financial statements. Second, the CICA’s Canadian Performance Reporting Board issued an exposure draft on how income trusts should define and discuss “distributable cash flow” in Management’s Discussion and Analysis (MDA). We summarize and comment below on some of the major points in the Commentary and the Exposure Draft. The Commentary – • Identifying the source of cash distributions is essential to a proper understanding of the nature and extent of distributions. For example, some trusts borrow to maintain distributions; the borrowed component of any distribution is clearly not income. Disclosure of the source of cash distributions is necessary to comply with Section 1400, General Standards of Financial Statement Presentation. Observation. Identifying the source of the cash used to make a distribution often will be an exercise in futility. In many cases, it will only be possible to link where the cash came from to pay an expense, buy an asset or make a distribution to unit holders by using arbitrary “ordering” conventions. • The presentation of “cumulative earnings” and “cumulative distributions” as separate items in the equity section of the balance sheet is misleading since these are not balances in and of themselves, but rather components of equity. The presentation of equity that provides the most relevant information for a trust is illustrated by the requirements applicable to corporations, as set out in Section 3251. This is because the presentation responds to the repeatedly expressed desire of users to compare capital contributions to retained earnings. Observation. Using a traditional corporate model, a trust usually would wind up showing the capital originally contributed by unit holders and a deficit in its balance sheet, being the excess of cumulative distributions over cumulative earnings. The approach of showing cumulative distributions and cumulative earnings was developed in response to the concern that all distributions are on account of income, i.e. that no portion of the investor’s capital had been returned to investors by the distributions. In the corporate world, dividends rarely exceed income and this is not an issue. We take the point that the cumulative earnings and distributions are not balances, but we do not believe that this fact, in and of itself, renders the balance sheet misleading. 10 Financial Reporting Release • The Handbook rules will be amended in 2007 to specifically require that when a trust distributes cash in accordance with a trust agreement, it must disclose the terms and conditions that apply to the determination of the distribution, the total cash distribution and the extent to which the distribution is nondiscretionary. It would be good practice to comply with the 2007 proposed requirements in the 2006 financial statements, even though technically not required. Observation. We agree. In the past, trusts often have attempted to meet existing disclosure requirements by providing a tabular reconciliation from cash flow from operations or from net income to distributions. This should no longer be done. • There should be appropriate disclosure of terms and conditions of default covenants, including quantitative information about significant covenants. Observation. We think what the Commentary is getting at here is that trusts should disclose how much cushion they have under existing covenants because of the possible impact a default would have on distributions. • The EIC will provide guidance on the accounting implications of the Federal government’s recently announced changes to the taxable status of trusts. Until the EIC provides specific guidance, however, trusts should, as a minimum, disclose the net difference between the tax basis and reported amounts of the trust’s assets and liabilities. Observation. We all know that the market cap on trusts dropped like a stone as the result of the government’s announced changes. This could trigger a write-down of any goodwill reported by a trust in their 2006 financial statements. Further, trusts will have to recognize a deferred income tax liability in 2007 (taking the four year tax holiday into account) if the government’s decision is substantively enacted. This liability will be the difference between the accounting and tax basis of their net assets, which is expected to reverse when the trust becomes taxable. As we go to press, the EIC is considering whether any goodwill impairment loss recognized by a trust in 2006 should be reduced by the deferred tax liability set up in 2007, so as to avoid a double count. While we expect that the EIC will decide in favour of avoiding the double count, consultation with professional advisors is recommended. We agree with the Commentary that there should be appropriate disclosure of the difference between the tax basis and reported amounts of a trust’s assets and liabilities pending substantive enactment. The Exposure Draft – • Trusts should use a standardized measure of Distributable Cash Flow as the basis for MDA discussions. Observation. We agree. A major criticism of accounting by trusts is that different trusts use different, sometimes self-serving, measures of distributable cash flow. Note that distributable cash flow is a non-GAAP measure and should not be reported in GAAP financial statements. • Trusts should specify whether they comply with the requirements of the Canadian Performance Reporting Board in their calculations and disclosures of distributable cash flow. Observation. We agree. Financial Reporting Release 11 • The measure of distributable income should be called “Distributable Cash from Operations”. This represents cash flow from operating activities as reported in the GAAP financial statements. It excludes discontinued operations, net of management’s best estimate of the portion of this cash flow to be retained to fund capital and other expenditures necessary to maintain its productive capacity, long-term obligations such as pensions, or to comply with restrictions on distributions. No other adjustments are permitted to GAAP cash flow from operating activities. There should be appropriate discussion of the adjustments to cash flow from operating activities. Observation. We will consider these recommendations and respond to the Board. We urge all affected parties to do the same. For more information… This newsletter has been prepared for the clients and friends of PricewaterhouseCoopers by our Professional, Technical, Risk and Quality Department. For further information on any of the matters discussed, please feel free to contact any member of the department, or your PricewaterhouseCoopers engagement leader. This newsletter is available from the PricewaterhouseCoopers LLP Canadian Web site, which is located at www.pwc.com/ca. The partners and managers in our Professional, Technical, Risk and Quality Department are: Carolyn Anthony 973 236 4684 [email protected] 416 941 8432 403 509 7529 [email protected] [email protected] 416 814 5716 514 205 5127 [email protected] [email protected] 514 205 5122 [email protected] 416 869 2320 416 815 5236 416 941 8413 403 509 6680 [email protected] [email protected] [email protected] [email protected] 416 941 8363 416 941 8214 416 814 5715 416 869 2599 416 941 8243 416 941 8249 416 365 8809 416 941 8388 416 814 5717 [email protected] [email protected] [email protected] rosemary [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] (Florham Park NJ) Scott Bandura Sean Cable (Calgary) Gord Cetkovski Michel Charbonneau (Montreal) David Clément (Montreal) Larissa Dyomina Sophie Gaudreault Doug Isaac Celeste Kaupp (Calgary) Vicki Kovacs Robert Marsh Neil McFadgen Rosemary McGuire Bob Muter Jim Saloman Sherrie Shaw Mike Tambosso Gary Van Haren 12 Financial Reporting Release © 2007 PricewaterhouseCoopers LLP, Canada. “PricewaterhouseCoopers” refers to PricewaterhouseCoopers LLP, Canada, an Ontario limited liability partnership, or, as the context requires, the network of member firms of PricewaterhouseCoopers International Limited, each of which is a separate and independent legal entity. 3945_0107
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