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Item 5. Market for Registrant’s Common Equity

2026-02-17 compared with 2025-02-14 · 216 added, 211 removed, 203 unchanged (68% of the section changed)

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Certain Canadian Federal Income Tax Considerations for U.S.

The following summary describes, as of the date hereof, the principal Canadian federal income tax consequences generally applicable under the Income Tax Act (Canada) and the regulations enacted thereunder (collectively, the “Tax Act”) and the Canada-United States Income Tax Convention (1980) (the “Convention”) to the holding and disposition of our Common Shares.

Comment is restricted to holders of Common Shares each of whom, at all material times for the purposes of the Canadian Tax Act and the Convention, (i) is resident solely in the United States for tax purposes, (ii) is a “qualifying person” under and entitled to the benefits of the Convention, (iii) holds all Common Shares as capital property, (iv) deals at arm’s length with and is not affiliated with the Company, (v) does not and is not deemed to use or hold any Common Shares in a business carried on in Canada, (vi) is not an insurer that carries on business in Canada and elsewhere and (vii) is not an “authorized foreign bank” (as defined in the Tax Act) (each such holder, a “U.S.

The following summary generally describes, as of the date hereof, the principal Canadian federal income tax consequences generally applicable under the Income Tax Act (Canada) and the regulations enacted thereunder (collectively, the “Tax Act”) and the Canada-United States Income Tax Convention (1980) (the “Convention”) to the holding and disposition of our Common Shares.

Comment is restricted to holders of Common Shares each of whom, at all material times for the purposes of the Tax Act and the Convention, (i) is not resident or deemed to be resident, nor has ever been resident, in Canada, (ii) is resident solely in the United States for tax purposes, (iii) is a “qualifying person” under and entitled to the benefits of the Convention, (iv) holds all Common Shares as capital property, (v) deals at arm’s length with and is not affiliated with the Company, (vi) does not and is not deemed to use or hold any Common Shares in a business carried on in Canada (including an adventure or concern in the nature of trade), (vii) is not an insurer that carries on business in Canada and elsewhere and (viii) is not an “authorized foreign bank” (as defined in the Tax Act), (ix) has not entered into a “derivative forward agreement”, “synthetic equity arrangement” or “synthetic disposition arrangement” (each as defined in the Tax Act) with respect to the Common Shares and (x) does not have and has not had, at any time, a “permanent establishment” (as defined in the Convention) of any kind in Canada (each such holder, a “U.S.

Certain U.S.-resident entities that are fiscally transparent for United States federal income tax purposes (including certain limited liability companies) may not in all circumstances be entitled to the benefits of the Convention.

Members of or holders of an interest in such an entity that holds Common Shares should consult their own tax advisers regarding the extent, if any, to which the benefits of the Convention will apply to the entity in respect of its Common Shares.

This summary does not deal with special situations such as the particular circumstances of traders or dealers in securities or holders who have entered into a “derivative forward agreement”, “synthetic equity arrangement” or “synthetic disposition arrangement” (each as defined in the Tax Act) in respect of the common shares.

Such holders should consult their own tax advisors.

Generally, a U.S.

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speculation) and does not hold the Common Shares in the course of carrying on a business.

This summary is based on the information contained in this Form 10-K, the current provisions of the Tax Act and the Convention in effect as of the date prior to the date hereof and counsel’s understanding of the published administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”) published in writing by the CRA prior to the date hereof.

This summary also takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Tax Amendments”).

This summary assumes that the Proposed Tax Amendments will be enacted as proposed;

This summary is based on the information contained in this Form 10-K, the provisions of the Tax Act and the Convention in effect as of the date prior to the date hereof and counsel’s understanding of the published administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”) published in writing by the CRA and publicly available prior to the date hereof.

This summary also takes into account all specific proposals to amend the Tax Act and Convention publicly and officially announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Tax Amendments”).

This summary assumes that the Proposed Tax Amendments will be enacted as currently proposed;

however, no assurances can be given that the Proposed Tax Amendments will be enacted as proposed or at all.

Other than the Proposed Tax Amendments, this summary does not take into account or anticipate any changes in law or the administrative policies or assessing practices of the CRA, whether by way of legislative, governmental or judicial decision or action, nor does it take into account other federal or any provincial, territorial or foreign legislation or considerations, which may differ significantly from those discussed herein.

This summary is not exhaustive of all possible Canadian federal income tax considerations of acquiring or holding Common Shares.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal, business, or tax advice to any particular U.S.

Holder and no representations with respect to the tax consequences to any particular U.S.

This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations of acquiring, holding or disposing of Common Shares and is not intended to be, and should not be construed as legal, business, or tax advice to any particular U.S.

No representations with respect to the tax consequences to any particular U.S.

Holder are made.

Accordingly, U.S.

Holders should consult their own tax advisors as to the Canadian federal tax consequences, and the tax consequences of any other jurisdiction, applicable to them having regard to their own particular circumstances.

The discussion below is qualified accordingly.

Currency Conversion

Generally, for the purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of Common Shares (including dividends, adjusted cost base and proceeds of disposition) must be converted into Canadian dollars based on the relevant exchange rate as determined in accordance with the Canadian Tax Act.

Disposition of Common Shares

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Holder or persons with whom the U.S.

Holder does not deal at arm’s length , or any combination of them, owned 25% or more of the issued shares of any class or series of shares in the capital stock of the Company, and (b) more than 50% of the fair market value of the Common Shares was derived, directly or indirectly, from one or any combination of real or immovable property situated in Canada, “Canadian resource properties”, “timber resource properties” (each as defined in the Tax Act), and options in respect of or interests in, or ,for civil law, rights in, any such properties (whether or not the property exists).

civil law, rights in, any such properties (whether or not the property exists).

Notwithstanding the foregoing, the Common Shares may also be deemed to be taxable Canadian property of a U.S.

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Holder, under the Convention, such a U.S.

Holder will not be subject to tax under the Tax Act on any capital gain realized by such holder on a disposition of such Common Shares, provided the value of such Common Shares is not derived principally from real property situated in Canada (within the meaning of the Convention).

Holder whose Common Shares may constitue taxable Canadian property should consult their own advisors having regard to their particular circumstances.

Holder will generally not be subject to tax under the Tax Act on any capital gain realized by such holder on a disposition of such Common Shares, provided the value of such Common Shares is not derived principally from real property situated in Canada (within the meaning of the Convention).

Holder whose Common Shares may constitute taxable Canadian property should consult their own advisors having regard to their particular circumstances.

Dividends on Common Shares

Under the Tax Act, dividends on Common Shares paid or credited or deemed to be paid or credited to a U.S Holder will be subject to Canadian withholding tax.

Under the Tax Act, dividends on Common Shares paid or credited or deemed to be paid or credited to a U.S Holder will be subject to Canadian withholding tax, and the Company will be required to withhold the tax from the dividend and remit it to the CRA for the holder’s account.

The rate of withholding under the Tax Act is 25% of the gross amount of the dividends.

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federal income tax considerations applicable to a U.S.

Holder (as defined below) arising from and relating to the acquisition, ownership and disposition of Common Shares.

Holder (as defined below) arising from and relating to the acquisition, ownership and disposition of our Common Shares.

This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S.

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federal income tax considerations applicable to such U.S.

Holder of Common Shares.

Holder of Common Shares including, without limitation, specific tax consequences to a U.S.

Holder under an applicable income tax treaty.

Except as specified below, this summary does not discuss applicable tax reporting requirements.

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federal income tax advice with respect to any U.S.

This summary does not address the U.S.

federal net investment income tax, U.S.

federal alternative minimum tax, U.S.

federal estate and gift tax, U.S.

state and local tax, or non-U.S.

tax consequences to U.S.

Holders of the ownership and disposition of Common Shares.

Holders should consult their own tax advisors regarding the U.S.

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Holders as discussed in this summary.

This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary.

This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, or contrary to, the positions taken in this summary.

In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S.

courts could disagree with one or more of the positions taken in this summary.

Scope of this Summary

This summary is based on the U.S.

Internal Revenue Code of 1986, as amended (“Code”), regulations promulgated by the U.S.

Internal Revenue Code of 1986, as amended (the “Code”), regulations promulgated by the U.S.

Department of the Treasury (whether final, temporary or proposed) (“Treasury Regulations”), U.S.

court decisions, published rulings and administrative positions of the IRS, and the Convention, that are applicable and, in each case, in effect as of the date of this document.

Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis, which could affect the U.S.

Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective

basis, which could affect the U.S.

federal income tax considerations described in this summary.

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Holder” is a beneficial owner of Common Shares that, for U.S.

federal income tax purposes, is (a) a citizen or individual resident of the United States for U.S.

federal income tax purposes;

federal income tax purposes, is (a) a citizen or individual resident of the United States;

(b) a corporation, or other entity classified as a corporation for U.S.

federal income tax purposes, that is created or organized in or under the laws of the United States or any state in the United States, including the District of Columbia;

federal income tax purposes, that is created or organized under the laws of the United States or any state in the United States, including the District of Columbia;

federal income tax regardless of the source of such income;

or (d) a trust if (i) such trust has validly elected to be treated as a U.S.

or (d) a trust if (i) such trust has validly elected under Treasury Regulations to be treated as a U.S.

person for U.S.

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persons have the authority to control all substantial decisions of such trust.

For purposes of this summary, a “Non-U.S.

Holder” is a beneficial owner of Common Shares that is neither a U.S.

Holder nor a U.S.

partnership (or other “pass-through” entity).

This summary does not address the U.S.

federal income tax considerations applicable to Non-U.S.

Holders relating to the acquisition, ownership and disposition of Common Shares.

Accordingly, Non-U.S.

Holders should consult their own tax advisors regarding the U.S.

federal, U.S.

state and local, and non-U.S.

tax consequences (including the potential application of and operation of any tax treaties) relating to the acquisition, ownership, and disposition of Common Shares.

Holders Subject to Special U.S.

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federal income tax considerations applicable to U.S.

Holders that are subject to special provisions under the Code, including U.S.

Holders that are subject to special provisions under the Code, including, but not limited to, U.S.

Holders that:

(a) are tax-exempt organizations, qualified retirement plans, individual retirement accounts or other tax-deferred accounts;

(b) are financial institutions, underwriters, insurance companies, real estate investment trusts or regulated investment companies or that are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method;

(d) own Common Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale or other integrated transaction;

(e) acquired Common Shares in connection with the exercise of employee stock options or otherwise as compensation for services;

(f) hold Common Shares other than as a capital asset (generally property held for investment purposes) within the meaning of Section 1221 of the Code;

(g) are subject to special tax accounting rules with respect to their Common Shares;

(h) own, directly, indirectly or by attribution, 10% or more, by voting power or value, of the outstanding shares of the Company;

(i) are partnerships and other pass-through entities (and investors in such partnerships and entities);

(j) are S corporations (and shareholders thereof):

(k) are subject to the alternative minimum tax;

(b) are banks, financial institutions, underwriters, insurance companies, real estate investment trusts or regulated investment companies;

(c) are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method;

(d) have a “functional currency” other than the U.S.

(e) own Common Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale or other integrated transaction;

(f) acquire Common Shares in connection with the exercise or cancellation of employee stock options or otherwise as compensation for services;

(g) hold Common Shares other than as a capital asset (generally property held for investment purposes) within the meaning of Section 1221 of the Code;

(h) are subject to special tax accounting rules with respect to their Common Shares;

(i) own or have owned or will own (directly, indirectly or by attribution) 10% or more of the total combined voting power or value of the our outstanding shares;

(j) are partnerships or other pass-through entities (and investors in such partnerships or other owners thereof);

(k) are S corporations (and shareholders therein);

expatriates or former long-term residents of the United States;

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federal, state and local and non-U.S.

tax conseuqences relating to the acquisition, ownership and disposition of Common Shares.

If an entity or other arrangement that is classified as a partnership (or other “pass-through” entity) for U.S.

federal income tax purposes holds Common Shares, the U.S.

federal income tax consequences applicable to such partnership (or “pass-through” entity) and the partners of such partnership (or owners of such “pass-through” entity) generally will depend on the activities of the partnership (or “pass-through” entity) and the status of such partners (or owners).

Partners of entities that are classified as partnerships (and owners of “pass-through” entities) for U.S.

tax considerations relating to the acquisition, ownership and disposition of Common Shares.

This discussion also does not address the tax treatment of entities or arrangements classified as partnerships or other entities that are pass-through entities for U.S.

federal income tax purposes or persons who hold Common Shares through partnerships or such other pass-through entities.

If an entity or other arrangement that is classified as a partnership for U.S.

federal income tax purposes owns Common Shares, the U.S.

federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership.

Partners of entities that are classified as partnerships for U.S.

federal income tax purposes should consult their own tax advisors regarding the U.S.

federal income tax consequences relating to the acquisition, ownership and disposition of Common Shares.

Tax Consequences Other than U.S.

Federal Income Tax Consequences Not Addressed

This summary does not address the U.S.

state and local, U.S.

estate and gift, U.S.

federal net investment income, U.S.

alternative minimum tax, or non-U.S.

tax consequences to U.S.

Holders relating to the acquisition, ownership, and

disposition of Common Shares.

Holder should consult its own tax advisor regarding the U.S.

state and local, U.S.

estate and gift, U.S.

federal net investment income, U.S.

federal alternative minimum tax and non-U.S.

tax consequences relating to the acquisition, ownership, and disposition of Common Shares.

federal income tax consequences arising from and relating to the acquisition, ownership and disposition of Common Shares.

Federal Income Tax Consequences of the Acquisition, Ownership and Disposition of Common Shares

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Subject to the PFIC rules discussed below, a U.S.

Holder that receives a distribution, including a constructive distribution, with respect to a Common Share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of the Company, as computed for U.S.

Holder that receives a distribution, including a constructive distribution, with respect to a Common Share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of our current and accumulated “earnings and profits”, as computed for U.S.

federal income tax purposes.

To the extent that a distribution exceeds the current and accumulated “earnings and profits” of the Company, such distribution will be treated first as a tax-free return of capital to the extent of a U.S.

To the extent that a distribution

exceeds our current and accumulated “earnings and profits”, such distribution will be treated first as a tax-free return of capital to the extent of a U.S.

Holder’s tax basis in the Common Shares and thereafter as a gain from the sale or exchange of such Common Shares (see “ Sale or Other Taxable Disposition of Common Shares ” below).

However, the Company does not intend to maintain the calculations of earnings and profits in accordance with U.S.

However, we do not intend to maintain calculations of our earnings and profits in accordance with U.S.

federal income tax principles, and each U.S.

Holder should therefore assume that any distribution by the Company with respect to the Common Shares will constitute ordinary dividend income.

Subject to applicable limitations, dividends paid by the Company to non-corporate U.S.

Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that the Company not be classified as a PFIC (as discussed below) in the tax year of distribution or in the preceding tax year.

Holder should therefore assume that any distribution by us with respect to the Common Shares will constitute ordinary dividend income.

Subject to applicable limitations, dividends paid by us to non-corporate U.S.

Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that we are not classified as a PFIC (as discussed below) in the tax year of distribution or in the preceding tax year.

Dividends received on Common Shares by corporate U.S.

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Subject to the PFIC rules discussed below, upon the sale or other taxable disposition of Common Shares a U.S.

Holder generally will recognize capital gain or loss in an amount equal to the difference between (a) the amount of cash plus the fair market value of any property received and (b) its tax basis in such Common Shares sold or otherwise disposed of.

Holder generally will recognize capital gain or loss in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S.

Holder’s tax basis in such Common Shares sold or otherwise disposed of.

Such gain generally will be treated as “U.S.

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Deductions for capital losses are subject to significant limitations under the Code.

Foreign Tax Credit

Dividends paid on Common Shares will be treated as foreign-source income, and generally will be treated as “passive category income” or “general category income” for U.S.

foreign tax credit purposes.

Any gain or loss recognized on a sale or other disposition of Offered Shares generally will be United States source gain or loss.

Holders that are eligible for the benefits of the Convention may elect to treat such gain or loss as Canadian source gain or loss for U.S.

foreign tax credit purposes.

The Code applies various complex limitations on the amount of foreign taxes that may be claimed as a credit by U.S.

In addition, Treasury Regulations that apply to taxes paid or accrued (the “Foreign Tax Credit Regulations”) impose additional requirements for Canadian withholding taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will be satisfied.

The Treasury Department has recently released guidance temporarily pausing the application of certain of the Foreign Tax Credit Regulations.

Subject to the PFIC rules discussed below, and the Foreign Tax Credit Regulations discussed above, a U.S.

Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on Common Shares generally will be entitled, at the election of such U.S.

Holder, to receive either a deduction or a credit for such Canadian income tax.

Generally, a credit will reduce a U.S.

Holder’s U.S.

federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S.

Holder’s income that is subject to U.S.

federal income tax.

This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S.

Holder during a year.

The foreign tax credit rules are complex and involve the application of rules that depend on a U.S.

Holder’s particular circumstances.

Accordingly, each U.S.

Holder should consult its own U.S.

tax advisors regarding the foreign tax credit rules.

Receipt of Foreign Currency

The amount of any distribution paid in foreign currency to a U.S.

Holder in connection with the ownership of Common Shares, or on the sale, exchange or other taxable disposition of Common Shares, generally will be equal to the U.S.

dollar value of such foreign currency based on the exchange rate applicable on the date of actual or constructive receipt (regardless of whether such foreign currency is converted into U.S.

dollars at that time).

If the foreign currency received is not converted into U.S.

dollars on the date of receipt, a U.S.

Holder will have a basis in the foreign currency equal to its U.S.

dollar value on the date of receipt.

Holder that receives foreign currency and converts such foreign currency into U.S.

dollars at a conversion rate other than the rate in effect on the date of receipt may have a foreign currency exchange gain or loss, which generally would be treated as U.S.

source ordinary income or loss for foreign tax credit purposes.

Different rules apply to U.S.

Holders who use the accrual method of tax accounting.

Holders should consult their own U.S.

tax advisors regarding the U.S.

federal income tax consequences of receiving, owning and disposing of foreign currency.

Passive Foreign Investment Company Rules

If the Company is considered a PFIC within the meaning of Section 1297 of the Code at any time during a U.S.

Holder’s holding period, then certain different and potentially adverse tax consequences would apply to such U.S.

Holder’s acquisition, ownership and disposition of Common Shares.

PFIC Status of the Company

The Company generally will be a PFIC if, for a given tax year, (a) 75% or more of the gross income of the Company for such tax year is passive income or (b) 50% or more of the assets held by the Company either produce passive income or are held for the production of passive income, based on the fair market value of such assets.

“Gross income” generally includes all revenues less the cost of goods sold plus income from investments and from incidental or outside operations or sources, and “passive income” includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.

Active business gains arising from the sale of commodities generally are excluded from passive income if substantially all of a foreign corporation’s commodities are stock in trade or inventory, depreciable property used in a trade or business, or supplies regularly used or consumed in a trade or business, and certain other requirements are satisfied.

For purposes of the PFIC income test and asset test described above, if the Company owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, the Company will be treated as if it (a) held a proportionate share of the assets of such other corporation and (b) received directly a proportionate share of the income of such other corporation.

In addition, for purposes of the PFIC income test and asset test described above, “passive income” does not include any interest, dividends, rents or royalties that are received or accrued by the Company from a “related person” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income.

Under certain attribution rules, if the Company is a PFIC, U.S.

Holders will be deemed to own their proportionate share of any subsidiary of the Company which is also a PFIC (a “Subsidiary PFIC”), and will be subject to U.S.

federal income tax

on (a) a distribution on the shares of a Subsidiary PFIC and (b) a disposition of shares of a Subsidiary PFIC, both as if the U.S.

If we were to constitute a “passive foreign investment company” within the meaning of Section 1297(a) of the Code (a “PFIC”) for any year during a U.S.

Holder’s holding period, then certain different and potentially adverse rules would apply to such U.S.

Holder’s ownership and disposition of Common Shares.

We believe we were a PFIC for our most recently completed tax year, and based on current business plans and financial expectations, may be a PFIC in the current tax year and future tax years.

No opinion of legal counsel or ruling from the IRS concerning our status as a PFIC has been obtained or is currently planned to be requested.

PFIC status depends on the composition of a company’s income and assets and the fair market value of its assets (including goodwill) calculated on a yearly basis after the close of the taxable year, as well as on the application of complex statutory and regulatory rules that are subject to potentially varying or changing interpretations.

There can be no assurance that we will not be treated as a PFIC for any taxable year.

Accordingly, there can be no assurance that the IRS will not challenge any determination made by us (or our subsidiary) concerning its PFIC status or that we (or our subsidiary) were not, or will not be, a PFIC for any tax year.

Holders should consult their own tax advisors regarding our PFIC status and the PFIC status of each of our subsidiaries.

In any year in which we are classified as a PFIC, a U.S.

Holder will be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require.

In addition to penalties, a failure to satisfy such reporting requirements may result in an extension of the time period during which the IRS can assess a tax.

Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621 annually.

We generally will be a PFIC if, for a given tax year, (a) 75% or more of our gross income for such tax year is passive income (the “PFIC income test”) or (b) 50% or more of the value of our assets either produce passive income or are held for the production of passive income, based on the quarterly average of the fair market value of such assets (the “PFIC asset test”).

certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.

Active business gains arising from the sale of commodities generally are excluded from passive income if substantially all of a foreign corporation’s commodities are stock in trade or other inventory, depreciable property used in a trade or business, or supplies regularly used or consumed in the ordinary course of its trade or business, and certain other requirements are satisfied.

For purposes of the PFIC income test and PFIC asset test described above, if we own, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, we will be treated as if we (a) held a proportionate share of the assets of such other corporation and (b) received directly a proportionate share of the income of such other corporation.

In addition, for purposes of the PFIC income test and PFIC asset test described above, and assuming certain other requirements are met, “passive income” does not include certain interest, dividends, rents or royalties that are received or accrued by us from certain “related persons” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income.

Under certain attribution rules, if we are a PFIC, U.S.

Holders will generally be deemed to own their proportionate share of our direct or indirect equity interest in any company that is also a PFIC (a “Subsidiary PFIC”), and will generally be subject to U.S.

federal income tax on their proportionate share of (a) any “excess distributions”, as described below, on the stock of a Subsidiary PFIC and (b) a disposition or deemed disposition of the stock of a Subsidiary PFIC by us or another , both as if the U.S.

Holder directly held the shares of such Subsidiary PFIC.

The Company believes that it was not a PFIC for the tax years ended November 30, 2015, 2016, 2017, 2020 and 2021.

The Company believes it was a PFIC for the tax years ended November 30, 2018, 2019, 2022, 2023 and 2024 and may be a PFIC in future tax years.

No opinion of legal counsel or ruling from the IRS concerning the status of the Company as a PFIC has been obtained or is currently planned to be requested.

The determination of whether the Company (or a subsidiary of the Company) was, or will be, a PFIC for a tax year depends, in part, on the application of complex U.S.

federal income tax rules, which are subject to differing interpretations.

In addition, whether the Company (or subsidiary) will be a PFIC for any tax year depends on the assets and income of the Company (and each such subsidiary) over the course of each such tax year and, as a result, cannot be predicted with certainty as of the date of this document.

Accordingly, there can be no assurance that the IRS will not challenge any determination made by the Company (or subsidiary) concerning its PFIC status or that the Company (and any subsidiary) was not, or will not be, a PFIC for any tax year.

Holders should consult their own tax advisors regarding the PFIC status of the Company and any subsidiary of the Company.

In addition, U.S.

Holders may be subject to U.S.

federal income tax on any indirect gain realized on the stock of a Subsidiary PFIC on the sale or disposition of Common Shares.

Accordingly, U.S.

Holders should be aware that they could be subject to tax under the PFIC rules even if no distributions are received and no redemptions or other dispositions of Common Shares are made.

Default PFIC Rules under Section 1291 of the Code

If the Company is a PFIC, the U.S.

federal income tax consequences to a U.S.

Holder of the acquisition, ownership and disposition of Common Shares will depend on whether such U.S.

Holder makes a QEF election (a “QEF Election”) or makes a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market Election”) with respect to Common Shares.

Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to in this summary as a “Non-Electing U.S.

If we are a PFIC for any tax year during which a U.S.

Holder owns Common Shares, the U.S.

federal income tax consequences to such U.S.

Holder of the ownership and disposition of Common Shares will depend on whether and when such U.S.

Holder makes elections to treat us and each of our Subsidiary PFICs, if any, as a timely “qualified electing fund” election under Section 1295 of the Code (a “QEF Election”) or makes a timely mark-to-market election with respect to its Common Shares under Section 1296 of the Code (a “Mark-to-Market Election”).

Holder that does not make either a QEF Election or a Mark-to-Market Election (a “Non-Electing U.S.

Holder”) will be subject to tax as described below.

A Non-Electing U.S.

Holder will be subject to the rules of Section 1291 of the Code with respect to (a) any gain recognized on the sale or other taxable disposition of Common Shares and (b) any excess distribution paid on the Common Shares.

A distribution generally will be an “excess distribution” to the extent that such distribution (together with all other distributions received in the current tax year) exceeds 125% of the average distributions received during the three preceding tax years (or during a U.S.

Holder will be subject to the default rules of Section 1291 of the Code with respect to (a) any gain recognized on the sale or other taxable disposition of Common Shares and (b) any “excess distribution” received on the Common Shares or on the shares of a Subsidiary PFIC that is deemed to be received by a U.S.

A distribution generally will be an “excess distribution” to the extent that such distribution (together with all other distributions received in the current tax year) exceeds 125% of the average of the annual distributions received during the three preceding tax years (or during a U.S.

Holder’s holding period for the Common Shares, if shorter).

If the Company is a PFIC, under Section 1291 of the Code any gain recognized on the sale or other taxable disposition of Common Shares (including an indirect disposition of shares of a Subsidiary PFIC), and any excess distribution paid on Common Shares (or a distribution by a Subsidiary PFIC to its shareholder that is deemed to be received by a U.S.

Holder) must be ratably allocated to each day of a Non-Electing U.S.

Holder’s holding period for the Common Shares.

The amount of any such gain or excess distribution allocated to the tax year of disposition or excess distribution and to years before the Company became a PFIC, if any, would be taxed as ordinary income.

Under Section 1291 of the Code, if we were to constitute a PFIC during a Non-Electing U.S.

Holder’s holding period of Common Shares, any gain recognized on the sale or other taxable disposition of Common Shares (including an indirect disposition of shares of a Subsidiary PFIC), and any “excess distribution” received on Common Shares or a distribution by a Subsidiary PFIC to its shareholder that is deemed to be received by a U.S.

Holder must be ratably allocated to each day in a Non-Electing U.S.

Holder’s holding period for the respective Common Shares.

The amount of any such gain or distribution of the excess distribution allocated to the tax year of disposition or excess distribution and to years before we became a PFIC, if any, would be taxed as ordinary income (and not eligible for certain preferential tax rates).

The amounts allocated to any other tax year would be subject to U.S.

federal income tax at the highest tax applicable to ordinary income in each such year, and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax liability had been due in each such year.

federal income tax at the highest tax rate applicable to ordinary income in each such year, and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax liability had been due in each such year.

A Non-Electing U.S.

Holder that is not a corporation must treat any such interest paid as “personal interest”, which is not deductible.

If the Company is a PFIC for any tax year during which a Non-Electing U.S.

Holder holds Common Shares, the Company will continue to be treated as a PFIC with respect to such Non-Electing U.S.

Holder, regardless of whether the Company ceases to be a PFIC in one or more subsequent years.

If the Company ceases to be a PFIC, a Non-Electing U.S.

Holder may terminate this deemed PFIC status with respect to Common Shares by electing to recognize gain (which will be taxed under the rules of Section 1291 of the Code discussed above) as if such Common Shares were sold on the last day of the last tax year for which the Company was a PFIC.

In the event the Company is a PFIC and a U.S.

Holder makes a QEF Election for the first tax year in which its holding period of its Common Shares begins, such U.S.

Holder generally will not be subject to the rules of Section 1291 of the Code

discussed above with respect to its Common Shares.

If we are a PFIC for any tax year during which a Non-Electing U.S.

Holder owns Common Shares, we will continue to be treated as a PFIC with respect to such Non-Electing U.S.

Holder, regardless of whether we cease to be a PFIC in one or more subsequent years.

If we cease to be a PFIC, a Non-Electing U.S.

Holder may terminate this deemed PFIC status with respect to Common Shares by electing to recognize gain (which will be taxed under the default rules of Section 1291 of the Code discussed above), but not loss, as if such Common Shares were sold on the last day of the last tax year for which we were a PFIC.

Holders should consult their tax advisors regarding the potential availability of this election.

In the event we are a PFIC and a U.S.

Holder makes a timely and effective QEF Election for the first tax year in which its holding period of its Common Shares begins, such U.S.

Holder generally will not be subject to the default rules of Section 1291 of the Code discussed above with respect to its Common Shares.

However, a U.S.

Holder that makes a QEF Election will be subject to U.S.

Holder that makes a timely and effective QEF Election will be subject to U.S.

federal income tax on such U.S.

Holder’s pro rata share of (a) the net capital gain of the Company, which will be taxed as long-term capital gain to such U.S.

Holder, and (b) the ordinary earnings of the Company, which will be taxed as ordinary income to such U.S.

Generally, “net capital gain” is the excess of (a) net long-term capital gain over (b) net short-term capital gain, and “ordinary earnings” are the excess of (a) “earnings and profits” over (b) net capital gain.

Holder’s pro rata share of (a) our net capital gain, which will be taxed as long-term capital gain to such U.S.

Holder, and (b) our ordinary earnings, which will be taxed as ordinary income to such U.S.

Generally, “net capital gain” is the excess of (a) net long-term capital gain over (b) net short-term capital loss, and “ordinary earnings” are the excess of (i) “earnings and profits” over (ii) net capital gain.

Holder that makes a QEF Election will be subject to U.S.

federal income tax on such amounts for each tax year in which the Company is a PFIC, regardless of whether such amounts are actually distributed to such U.S.

Holder by the Company.

However, a U.S.

Holder that makes a QEF Election may, subject to certain limitations, elect to defer payment of current U.S.

federal income tax on such amounts for each tax year in which we are a PFIC, regardless of whether such amounts are actually distributed to such U.S.

Holder by us.

However, for any tax year in which we are a PFIC and have no net income or gain, U.S.

Holders that have made a QEF Election would not have any income inclusions as a result of the QEF Election.

Holder that makes a QEF Election has an income inclusion, such a U.S.

Holder may, subject to certain limitations, elect to defer payment of current U.S.

federal income tax on such amounts, subject to an interest charge.

Holder is not a corporation, any such interest paid will be treated as “personal interest”, which is not deductible.

Holder that makes a QEF Election generally (a) may receive a tax-free distribution from the Company to the extent that such distribution represents “earnings and profits” of the Company that were previously included in income by the U.S.

Holder that makes a timely and effective QEF Election with respect to us generally (a) may receive a tax-free distribution from us to the extent that such distribution represents our “earnings and profits” that were previously included in income by the U.S.

Holder because of such QEF Election and (b) will adjust such U.S.

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A QEF Election will be treated as “timely” if it is made for the first year in the U.S.

Holder’s holding period for the Common Shares in which the Company was a PFIC.

Holder’s holding period for the Common Shares in which we were a PFIC.

Holder may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S.

1 unchanged sentence

federal income tax return for such year.

A QEF Election will apply to the tax year for which such QEF Election is made and to all subsequent tax years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election.

Holder makes a QEF Election and, in a subsequent tax year, the Company ceases to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during those tax years in which the Company is not a PFIC.

Accordingly, if the Company becomes a PFIC in a subsequent tax year, the QEF Election will be effective, and the U.S.

Holder will be subject to the QEF rules described above during a subsequent tax year in which the Company qualifies as a PFIC.

The Company will make available to U.S.

Holders, upon their written request, information as to its status as a PFIC, as reasonably determined by the Company, and will provide to a U.S.

Holder does not make a timely and effective QEF Election for the first year in the U.S.

Holder's holding period for the Common Shares, the U.S.

Holder may still be able to make a timely and effective QEF Election in a subsequent year if such U.S.

Holder meets certain requirements and makes a “purging” election to recognize gain (which will be taxed under the default rules of Section 1291 of the Code discussed above) as if such Common Shares were sold for their fair market value on the day the QEF Election is effective.

Holder makes a QEF Election but does not make a "purging" election to recognize gain as discussed in the preceding sentence, then such U.S.

Holder shall be subject to the QEF Election rules and shall continue to be subject to tax under the default rules of Section 1291 of the Code discussed above with respect to its Common Shares.

Holder owns PFIC stock indirectly through another PFIC, separate QEF Elections must be made for the PFIC in which the U.S.

Holder is a direct shareholder and the Subsidiary PFIC for the QEF rules to apply to both PFICs.

A QEF Election will apply to the tax year for which such QEF Election is timely made and to all subsequent tax years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election.

Holder makes a QEF Election and, in a subsequent tax year, we cease to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during those tax years in which we are not a PFIC.

Accordingly, if we become a PFIC again in a later tax year, the QEF Election will still be effective and the U.S.

Holder will be subject to the QEF rules described above during any subsequent tax year in which we qualify as a PFIC.

Holder makes a QEF Election by attaching a completed IRS Form 8621, including a PFIC Annual Information Statement, to a timely filed United States federal income tax return.

However, if we do not provide the required information with regard to us or any of our Subsidiary PFICs, U.S.

Holders will not be able to make a QEF Election for such entity and will continue to be subject to the default rules of Section 1291 of the Code discussed above that apply to Non-Electing U.S.

Holders with respect to the taxation of gains and excess distributions.

We will make available to U.S.

Holders, upon their written request, information as to our status as a PFIC, as reasonably determined by us, and will provide to a U.S.

Holder all information and documentation that a U.S.

Holder making a QEF Election with respect to the Company is required to obtain for U.S.

federal income tax purposes in the event it is a PFIC.

The Company may provide such information on the Company’s website.

Holder making a QEF Election with respect to us is required to obtain for U.S.

federal income tax purposes in the event we are a PFIC.

We may provide such information on our website.

However, U.S.

Holders should be aware that the Company can provide no assurances that it will provide any such information relating to any Subsidiary PFIC.

Because the Company may own shares in one or more Subsidiary PFICs and may acquire shares in one or more Subsidiary PFICs in the future, they will continue to be subject to the rules discussed above with respect to the taxation of gains and excess distributions with respect to any Subsidiary PFIC for which the U.S.

Holders should be aware that we can provide no assurances that we will provide any such information relating to any Subsidiary PFIC.

Because we may own shares in one or more Subsidiary PFICs and may acquire shares in one or more Subsidiary PFICs in the future, they will continue to be subject to the rules discussed above with respect to the taxation of gains and excess distributions with respect to any Subsidiary PFIC for which the U.S.

Holders do not obtain the required information to file a QEF Election.

Holders should consult their own tax advisor regarding the availability of, and procedure for making, a QEF Election with respect to the Company and any Subsidiary PFIC.

Holders should consult their own tax advisor regarding the availability of, and procedure for making, a QEF Election with respect to us and any Subsidiary PFIC.

Mark-to-Market Election

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(b) the national market system established pursuant to section 11A of the Securities and Exchange Act of 1934;

or (c) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such foreign exchange has trading volume, listing, financial disclosure and other requirements and the laws of the country in which such foreign exchange is located, together with the rules of such foreign exchange, ensure that such requirements are actually enforced;

or (c) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such foreign exchange has trading volume, listing, financial disclosure and surveillance requirements, and meets other requirements and the laws of the country in which such foreign exchange is located, together with the rules of such foreign exchange, ensure that such requirements are actually enforced;

and (ii) the rules of such foreign exchange ensure active trading of listed stocks.

If such stock is traded on such a qualified exchange or other market, such

stock generally will be “regularly traded” for any calendar year during which such stock is traded, other than in de minimus quantities, on at least 15 days during each calendar quarter.

If such stock is traded on such a qualified exchange or other market, such stock generally will be “regularly traded” for any calendar year during which such stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter.

Holder should consult its own tax advisor regarding whether the Common Shares constitute marketable stock.

Holder that makes a Mark-to-Market Election with respect to its Common Shares generally will not be subject to the rules of Section 1291 of the Code discussed above.

Holder that makes a Mark-to-Market Election with respect to its Common Shares generally will not be subject to the default rules of Section 1291 of the Code discussed above with respect to such Common Shares.

However, if a U.S.

Holder does not make a Mark-to-Market Election beginning in the first tax year of such U.S.

Holder’s holding period for Common Shares or such U.S.

Holder has not made a timely QEF Election, the rules of Section 1291 of the Code discussed above will apply to certain dispositions of, and distributions on, the Common Shares.

Holder that makes a Mark-to-Market Election will include in ordinary income, for each tax year in which the Company is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the Common Shares, as of the close of such tax year over (b) such U.S.

Holder’s tax basis in such Common Shares.

Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the excess, if any, of (i) such U.S.

Holder’s adjusted tax basis in the Common Shares over (ii) the fair market value of such Common Shares (but only to the extent of the net amount of previously included income as a result of the Mark-to-Market Election for prior tax years).

Holder’s holding period for Common Shares for which we are a PFIC and such U.S.

Holder has not made a timely QEF Election, the default rules of Section 1291 of the Code discussed above will apply to certain dispositions of, and distributions on, the Common Shares.

Holder that makes a Mark-to-Market Election will include in ordinary income, for each tax year in which the we are a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the Common Shares, as of the close of such tax year over (b) such U.S.

Holder’s adjusted tax basis in such Common Shares.

Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the excess, if any, of (a) such U.S.

Holder’s adjusted tax basis in the Common Shares over (b) the fair market value of such Common Shares (but only to the extent of the net amount of previously included income as a result of the Mark-to-Market Election for prior tax years).

Holders that make a Mark-to-Market Election generally also will adjust their tax basis in the Common Shares to reflect the amount included in gross income or allowed as a deduction because of such Mark-to-Market Election.

In addition, upon a sale or other taxable disposition of Common Shares, a U.S.

Holder that makes a Mark-to-Market Election will recognize ordinary income or loss (not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark-to-Market Election for prior tax years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior tax years).

A Mark-to-Market Election applies to the tax year in which such Mark-to-Market Election is made and to each subsequent tax year, unless the Common Shares cease to be “marketable stock” or the IRS consents to revocation of such election.

Holders should consult their own tax advisors regarding the availability of, and procedure for making, a Mark-to-Market Election.

Holder that makes a Mark-to-Market Election will recognize ordinary income or ordinary loss (not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark-to-Market Election for prior tax years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior tax years).

Losses that exceed this limitation are subject to the rules generally applicable to losses provided in the Code and Treasury Regulations.

Holder makes a Mark-to-Market Election by attaching a completed IRS Form 8621 to a timely filed United States federal income tax return.

A timely Mark-to-Market Election applies to the tax year in which such Mark-to-Market Election is made and to each subsequent tax year, unless the Common Shares cease to be “marketable stock” or the IRS consents to revocation of such election.

Holder should consult its own tax advisors regarding the availability of, and procedure for making, a Mark-to-Market Election.

Although a U.S.

Holder may be eligible to make a Mark-to-Market Election with respect to Common Shares, no such election may be made with respect to the stock of any Subsidiary PFIC that a U.S.

Holder may be eligible to make a Mark-to-Market Election with respect to the Common Shares, no such election may be made with respect to the stock of any Subsidiary PFIC that a U.S.

Holder is treated as owning, because such stock is not marketable.

Hence, the Mark-to-Market Election will not be effective to eliminate the interest charge described above with respect to deemed dispositions of Subsidiary PFIC stock or distributions from a Subsidiary PFIC.

Hence, the Mark-to-Market Election will not be effective to avoid the application of the default rules of Section 1291 of the Code described above with respect to deemed dispositions of Subsidiary PFIC stock or excess distributions from a Subsidiary PFIC to its shareholder.

Other PFIC Rules

Under Section 1291(f) of the Code, the IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S.

Holder that had not made a timely QEF Election to recognize gain (but not loss) upon certain transfers of Common Shares that would otherwise be tax-deferred (e.g., gifts and exchanges pursuant to corporate reorganizations) in the event the Company is a PFIC during such U.S.

Holder’s holding period for the relevant shares.

Holder’s holding period for the relevant Common Shares.

However, the specific U.S.

federal income tax consequences to a U.S.

Holder may vary based on the manner in which Common Shares are transferred.

Certain additional adverse rules will apply with respect to a U.S.

Holder if the Company is a PFIC, regardless of whether such U.S.

Holder may vary based on the manner in which the relevant Common Shares are transferred.

Certain additional adverse rules may apply with respect to a U.S.

Holder if we are a PFIC, regardless of whether such U.S.

Holder makes a QEF Election.

1 unchanged sentence

Holder that uses Common Shares as security for a loan will, except as may be provided in Treasury Regulations, be treated as having made a taxable disposition of such Common Shares.

In any year in which the Company is classified as a PFIC, a U.S.

Holder will be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require.

Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621.

In addition, a U.S.

Holder who acquires Common Shares from a decedent will not receive a “step up” in tax basis of such Common Shares to fair market value unless such decedent had a timely and effective QEF Election in place.

Holder who acquires Common Shares from a decedent will generally not receive a “step up” in tax basis of such Common Shares to fair market value unless such decedent had a timely and effective QEF Election in place.

Special rules also apply to the amount of foreign tax credit that a U.S.

Holder may claim on a distribution from a PFIC.

The PFIC rules are complex, and U.S.

Holders should consult their own tax advisors regarding the PFIC rules and how they may affect the U.S.

federal income tax consequences of the acquisition, ownership, and disposition of Common Shares in the event the Company is a PFIC at any time during such holding period for such Common Shares.

Information Reporting, Backup Withholding Tax

Subject to such special rules, foreign taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit.

The rules relating to distributions by a PFIC and their eligibility for the foreign tax credit are complicated, and a U.S.

Holder should consult with its own tax advisors regarding the availability of the foreign tax credit with respect to distributions by a PFIC.

The PFIC rules are complex, and each U.S.

Holder should consult its own tax advisors regarding the PFIC rules and how they may affect the U.S.

federal income tax consequences of the acquisition, ownership, and disposition of Common Shares in the event we are a PFIC at any time during such holding period for such Common Shares.

Additional Considerations

Receipt of Foreign Currency

The amount of any distribution paid in foreign currency to a U.S.

Holder in connection with the ownership of Common Shares, or on the sale, exchange or other taxable disposition of Common Shares, generally will be equal to the U.S.

dollar value of such foreign currency based on the exchange rate applicable on the date of actual or constructive receipt or, if applicable, the date of settlement if the Common Shares are traded on an established securities market (regardless of whether such foreign currency is converted into U.S.

dollars at that time).

Holder will have a tax basis in the foreign currency equal to its U.S.

dollar value on the date of receipt.

Holder who converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S.

source income or loss for foreign tax credit purposes.

Different rules apply to U.S.

Holders who use the accrual method of tax accounting.

Holders should consult their own U.S.

tax advisors regarding the U.S.

federal income tax consequences of receiving, owning and disposing of foreign currency.

Foreign Tax Credit

Dividends paid on the Common Shares will be treated as foreign-source income, and generally will be treated as “passive category income” or “general category income” for U.S.

foreign tax credit purposes.

Any gain or loss recognized on a sale or other taxable disposition of Common Shares generally will be U.S.

source gain or loss.

Holders that are eligible for the benefits of the Convention may elect to treat such gain or loss as Canadian source gain or loss for U.S.

foreign tax credit purposes.

The Code applies various complex limitations on the amount of foreign taxes that may be claimed as a credit by U.S.

In addition, Treasury Regulations that apply to foreign taxes paid or accrued (the “Foreign Tax Credit Regulations”) impose additional requirements for Canadian withholding taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will be satisfied.

The Treasury Department has released guidance temporarily pausing the application of certain of the Foreign Tax Credit Regulations.

Subject to the PFIC rules, and the Foreign Tax Credit Regulations, each as discussed above, a U.S.

Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the Common Shares generally will be entitled, at the election of such U.S.

Holder, to receive either a deduction or a credit for such Canadian income tax.

Generally, a credit will reduce a U.S.

Holder’s U.S.

federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S.

Holder’s income that is subject to U.S.

federal income tax.

This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S.

Holder during a year.

The foreign tax credit rules are complex and involve the application of rules that depend on a U.S.

Holder’s particular circumstances.

Accordingly, each U.S.

Holder should consult its own U.S.

tax advisors regarding the foreign tax credit rules.

Information Reporting and Backup Withholding Tax

federal income tax law and Treasury Regulations, certain categories of U.S.

40 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity