Annual Report by a Canadian Issuer — Form 40-F — SEA’34
Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 40-F Annual Report by a Canadian Issuer HTML 95K
2: EX-97 EX-97 Stock Exchange Recoupment Policy HTML 58K
3: EX-99.1 EX-99.1 2024 Aif HTML 1.03M
4: EX-99.2 EX-99.2 Q4 2023 Financial Statements HTML 2.65M
5: EX-99.3 EX-99.3 2023 Q4 MD&A HTML 1.27M
6: EX-99.4 EX-99.4 Consent Letter From Ernst & Young LLP HTML 44K
7: EX-99.5 EX-99.5 2023 Q4 Sox 302 CEO Certification HTML 47K
8: EX-99.6 EX-99.6 2023 Q4 Sox 302 CFO Certification HTML 47K
9: EX-99.7 EX-99.7 2023 Q4 Sox 906 CEO Certification HTML 44K
10: EX-99.8 EX-99.8 2023 Q4 Sox 906 CFO Certification HTML 44K
16: R1 Cover Page HTML 117K
17: R2 Audit Information HTML 49K
18: R3 Consolidated Statements of Operations HTML 170K
19: R4 Consolidated Statements of Comprehensive Income HTML 82K
(Loss)
20: R5 Consolidated Statements of Comprehensive Income HTML 52K
(Loss) (Parenthetical)
21: R6 Consolidated Balance Sheets HTML 220K
22: R7 Consolidated Statements of Equity HTML 116K
23: R8 Consolidated Statements of Cash Flows HTML 165K
24: R9 Notes to the Consolidated Financial Statements HTML 47K
25: R10 Significant accounting policies HTML 122K
26: R11 Recently issued accounting pronouncements HTML 60K
27: R12 Business acquisitions, development projects and HTML 70K
disposition transactions
28: R13 Accounts receivable HTML 45K
29: R14 Property, plant and equipment HTML 84K
30: R15 Intangible assets and goodwill HTML 73K
31: R16 Regulatory matters HTML 117K
32: R17 Long-term investments HTML 140K
33: R18 Long-term debt HTML 127K
34: R19 Pension and other post-employment benefits HTML 240K
35: R20 Other assets HTML 59K
36: R21 Other long-term liabilities HTML 96K
37: R22 Shareholders' capital HTML 147K
38: R23 Accumulated other comprehensive income (Loss) HTML 81K
39: R24 Dividends HTML 56K
40: R25 Related party transactions HTML 52K
41: R26 Non-controlling interests and redeemable HTML 105K
non-controlling interests
42: R27 Income taxes HTML 129K
43: R28 Other net losses HTML 61K
44: R29 Basic and diluted net earnings (loss) per share HTML 60K
45: R30 Segmented information HTML 159K
46: R31 Commitments and contingencies HTML 73K
47: R32 Non-cash operating items HTML 60K
48: R33 Financial instruments HTML 280K
49: R34 Comparative figures HTML 46K
50: R35 Significant accounting policies (Policies) HTML 190K
51: R36 Significant accounting policies (Tables) HTML 52K
52: R37 Business acquisitions, development projects and HTML 59K
disposition transactions (Tables)
53: R38 Property, plant and equipment (Tables) HTML 82K
54: R39 Intangible assets and goodwill (Tables) HTML 78K
55: R40 Regulatory matters (Tables) HTML 114K
56: R41 Long-term investments (Tables) HTML 196K
57: R42 Long-term debt (Tables) HTML 150K
58: R43 Pension and other post-employment benefits HTML 243K
(Tables)
59: R44 Other assets (Tables) HTML 59K
60: R45 Other long-term liabilities (Tables) HTML 96K
61: R46 Shareholders' capital (Tables) HTML 140K
62: R47 Accumulated other comprehensive income (Loss) HTML 79K
(Tables)
63: R48 Dividends (Tables) HTML 55K
64: R49 Non-controlling interests and redeemable HTML 100K
non-controlling interests (Tables)
65: R50 Income taxes (Tables) HTML 132K
66: R51 Other net losses (Tables) HTML 62K
67: R52 Basic and diluted net earnings (Loss) Per Share HTML 58K
(Tables)
68: R53 Segmented information (Tables) HTML 155K
69: R54 Commitments and contingencies (Tables) HTML 66K
70: R55 Non-cash operating items (Tables) HTML 61K
71: R56 Financial instruments (Tables) HTML 259K
72: R57 Notes to the Consolidated Financial Statements - HTML 45K
Additional Information (Detail)
73: R58 Significant accounting policies - Additional HTML 108K
Information (Detail)
74: R59 Significant accounting policies - Estimated And HTML 61K
Weighted Average Useful Lives of Depreciable
Assets (Detail)
75: R60 Business acquisitions, development projects and HTML 97K
disposition transactions - Additional Information
(Detail)
76: R61 Business acquisitions, development projects and HTML 85K
disposition transactions - Schedule of Preliminary
Allocation Of The Acquisition Prices Of Assets
Acquired and Liabilities Assumed (Detail)
77: R62 Accounts receivable - Additional Information HTML 51K
(Detail)
78: R63 Property, plant and equipment - Schedule of Plant, HTML 69K
Property and Equipment (Detail)
79: R64 Property, plant and equipment - Additional HTML 70K
Information (Detail)
80: R65 Property, plant and equipment - Interest and AFUDC HTML 55K
Capitalized (Details)
81: R66 Intangible assets and goodwill - Schedule of HTML 62K
Intangible Assets (Details)
82: R67 Intangible assets and goodwill - Additional HTML 55K
Information (Details)
83: R68 Intangible assets and goodwill - Schedule of HTML 52K
Goodwill (Details)
84: R69 Regulatory Matters - Regulatory Proceedings HTML 69K
(Details)
85: R70 Regulatory matters - Regulatory Assets and HTML 102K
Liabilities (Detail)
86: R71 Regulatory Matters - Narrative (Details) HTML 45K
87: R72 Regulatory Matters - Regulatory Assets and HTML 135K
Liabilities - Footnote (Details)
88: R73 Long-term investments - Schedule of Long-Term HTML 66K
Investments (Detail)
89: R74 Long-term investments - Income from Long-term HTML 72K
Investments (Details)
90: R75 Long-term investments - Narrative (Detail) HTML 123K
91: R76 Long-term investments - Operating entities HTML 58K
(Detail)
92: R77 Long-term investments - Equity method investees HTML 65K
(Detail)
93: R78 Long-term investments - Investments in Significant HTML 108K
Partnerships and Joint Ventures (Details)
94: R79 Long-term investments - Combined Information for HTML 57K
APUC's interest in VIE's (Details)
95: R80 Long-term debt - Schedule of Long-term Debt HTML 104K
(Detail)
96: R81 Long-term debt - Additional Information (Detail) HTML 130K
97: R82 Long-term debt - Bank Credit Facilities Available HTML 60K
to AQN and its Operating Groups (Details)
98: R83 Long-term debt - Schedule of Interest Expense HTML 56K
(Details)
99: R84 Long-term debt - Principal Payments (Detail) HTML 62K
100: R85 Pension and other post-retirement benefits - HTML 62K
Additional Information (Detail)
101: R86 Pension and other post-retirement benefits - HTML 125K
Projected Benefit Obligations, Fair Value of Plan
Assets, and Funded Status (Detail)
102: R87 Pension and other post-retirement benefits - HTML 59K
Benefit Obligations in Excess of Plan Assets
(Detail)
103: R88 Pension and other post-retirement benefits - HTML 86K
Amounts Recognized in Accumulated Other
Comprehensive Loss (Detail)
104: R89 Pension and other post-retirement benefits - HTML 63K
Weighted Average Assumptions Used to Determine Net
Benefit Obligation (Detail)
105: R90 Pension and other post-retirement benefits - HTML 64K
Weighted Average Assumptions Used to Determine Net
Benefit Cost (Detail)
106: R91 Pension and other post-employment benefits - HTML 78K
Components of Net Benefit Costs for Pension Plans
and OPEB Recorded as Part of Administrative
Expenses (Detail)
107: R92 Pension and other post-retirement benefits - HTML 60K
Target Plan Asset Allocation (Detail)
108: R93 Pension and other post-retirement benefits - Fair HTML 57K
Value of Investments by Asset Category (Detail)
109: R94 Pension and other post-retirement benefits- Change HTML 56K
in Plan Assets (Detail)
110: R95 Pension and other post-retirement benefits - HTML 61K
Expected Benefit Payments (Detail)
111: R96 Other assets - Schedule of Other Assets (Detail) HTML 67K
112: R97 Other long-term liabilities - Schedule of HTML 82K
Long-Term Liabilities and Deferred Credits
(Detail)
113: R98 Other long-term liabilities - Additional HTML 115K
Information (Detail)
114: R99 Other long-term liabilities - Asset Retirement HTML 55K
Obligations (Detail)
115: R100 Other long-term liabilities - Changes in HTML 55K
Environmental Remediation Obligation (Detail)
116: R101 Shareholders' capital - Common Shares (Detail) HTML 58K
117: R102 Shareholders' capital - Additional Information HTML 152K
(Detail)
118: R103 Shareholders' capital - Preferred Shares (Detail) HTML 56K
119: R104 Shareholder's capital - Share-Based Compensation HTML 55K
Expense (Detail)
120: R105 Shareholders' capital - Fair Value of Share HTML 55K
Options Granted (Detail)
121: R106 Shareholders' capital - Stock Option Activity HTML 95K
(Detail)
122: R107 Shareholder's capital - Performance Stock Units HTML 94K
(Detail)
123: R108 Shareholder's capital - Bonus Deferral RSUs HTML 74K
(Detail)
124: R109 Accumulated other comprehensive income (loss) - HTML 93K
Schedule of Accumulated Other Comprehensive Income
(Loss) (Detail)
125: R110 Dividends (Detail) HTML 57K
126: R111 Related party transactions (Detail) HTML 71K
127: R112 Non-controlling interests and redeemable HTML 58K
non-controlling interests - Net Loss Attributable
to Non-Controlling Interest (Detail)
128: R113 Non-controlling interests and redeemable HTML 77K
non-controlling interests - Change in
Non-Controlling Interests (Detail)
129: R114 Non-controlling interests and redeemable HTML 94K
non-controlling interests - Net Loss Attributable
to Non-Controlling Interest - Additional
Information (Detail)
130: R115 Non-controlling interests and redeemable HTML 58K
non-controlling interests - Change in Redeemable
non-controlling Interest (Detail)
131: R116 Income taxes - Additional Information (Detail) HTML 57K
132: R117 Income taxes - Provision for Income Taxes (Detail) HTML 75K
133: R118 Income taxes - Income (Loss) Before Taxes (Detail) HTML 54K
134: R119 Income taxes - Income Tax Expense (Recovery) HTML 61K
Attributable to Income (Loss) (Detail)
135: R120 Income taxes - Tax Effect on Significant Portions HTML 81K
of Deferred Tax Assets and Deferred Tax
Liabilities (Detail)
136: R121 Income taxes - Summary of Valuation Allowance for HTML 51K
Deferred Tax Assets (Detail)
137: R122 Income taxes - Non Capital Losses Carry Forwards HTML 59K
(Detail)
138: R123 Other net losses - Other Net Losses (Gains) HTML 62K
(Detail)
139: R124 Other net losses - Additional Information HTML 55K
(Details)
140: R125 Basic and diluted net earnings (loss) per share - HTML 86K
Schedule of Earnings (Loss) per Share (Detail)
141: R126 Basic and diluted net earnings (loss) per share - HTML 52K
Additional Information (Detail)
142: R127 Segmented information - Additional Information HTML 47K
(Detail)
143: R128 Segmented information - Results of Operations and HTML 142K
Assets for Segments (Detail)
144: R129 Segmented information - Information on Operations HTML 65K
by Geographic Area (Detail)
145: R130 Commitments and contingencies - Additional HTML 63K
Information (Detail)
146: R131 Commitments and contingencies - Estimates of HTML 74K
Future Commitments (Detail)
147: R132 Non-cash operating items - Changes in Non-Cash HTML 67K
Operating Items (Detail)
148: R133 Financial instruments - Fair Value of Financial HTML 198K
Instruments (Detail)
149: R134 Financial instruments - Additional Information HTML 175K
(Detail)
150: R135 Financial instruments - Long-term Energy HTML 58K
Derivative Contracts (Detail)
151: R136 Financial instruments - Derivative Instruments HTML 70K
Designated as Amortized into Hedged Activity
(Detail)
152: R137 Financial instruments - Derivative Financial HTML 53K
Instruments Designated as Cash Flow Hedge, Effect
on Statement of Operations (Detail)
153: R138 Financial instruments - Effects on Statement of HTML 70K
Operations of Derivative Financial Instruments Not
Designated as Hedges (Detail)
154: R139 Financial instruments - Outstanding Obligations HTML 52K
(Detail)
155: R140 Financial instruments - Maximum Credit Risk for HTML 54K
these Financial Instruments (Detail)
156: R141 Financial instruments - Liabilities Mature HTML 103K
(Detail)
158: XML IDEA XML File -- Filing Summary XML 305K
161: XML XBRL Instance -- aqunf-20231231_d2_htm XML 5.42M
157: EXCEL IDEA Workbook of Financial Report Info XLSX 386K
12: EX-101.CAL XBRL Calculations -- aqunf-20231231_cal XML 494K
13: EX-101.DEF XBRL Definitions -- aqunf-20231231_def XML 1.92M
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This Stock Exchange Recoupment Policy provides for the recoupment by Algonquin Power & Utilities Corp. (the “Corporation”) of certain incentive-based compensation in the event of a Financial Restatement and has been adopted in compliance
with the requirements of Section 10D of the U.S. Securities Exchange Act of 1934 and the listing standards of the New York Stock Exchange (the “Exchange”). It shall apply so long as the Corporation has a class of securities publicly listed on a United States national securities exchange or a national securities association.
2.0 Definitions
For the purposes of this Stock Exchange Recoupment Policy:
“Board” means the board of directors of the Corporation;
“Committee” means the Human Resources and Compensation Committee of the Board or, in the absence of such committee, a majority of independent directors serving on
the Board;
“Executive Officer” means, with respect to the Corporation: (i) its president; (ii) its principal financial officer; (iii) its principal accounting officer (or if there is no such accounting officer, its controller); (iv) any vice president in charge of a principal business unit, division or function (such as sales, administration or finance); (v) any other officer who performs a policy making function for the Corporation (including any officer of the Group if they perform policy making functions for the Corporation); and (vi) any other person who performs similar policy making functions for the Corporation;
“Financial Reporting Measure” means any: (i) measure that is determined and presented in accordance with the accounting principles used in preparing the Corporation’s financial
statements; (ii) stock price; (iii) total shareholder return; and (iv) any measures that are derived wholly or in part from any measure referenced in (i), (ii) or (iii) and, for the avoidance of doubt, such measures need not be presented within the Corporation’s financial statements or included in a filing with the U.S. Securities and Exchange Commission to constitute a Financial Reporting Measure;
“Financial Restatement” means an accounting restatement of any of the interim quarterly or annual consolidated financial statements of the Corporation due to the material non-compliance of the Corporation with any financial reporting requirement under securities laws, including any required accounting restatement to correct: (i) an error in previously issued financial statements that is material to the previously issued financial statements; or (ii) that would result in a material misstatement
if the error were corrected in the current period or left uncorrected in the current period, but does not include:
(1) an out-of-period adjustment (i.e., the correction of an immaterial error in previously issued financial statements, provided that such correction is immaterial to the current period);
(2) an accounting restatement pursuant to an order issued by an applicable securities regulatory authority (provided such order is unrelated to any material non-compliance of the Corporation with any financial reporting requirement under securities laws);
(3) the retrospective application of a change in accounting principles;
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(4) the retrospective revision to reportable segment information due to a change in the structure of the Corporation’s internal organization;
(5) a retrospective reclassification due to a discontinued operation;
(6) the retrospective application of a change in reporting entity, such as from a reorganization of entities under common control;
(7) retrospective adjustments to provisional amounts in connection with a prior business combination; and
(8) retrospective revision for stock splits, stock dividends, or other changes in the Corporation’s capital structure.
“FRM-Based
Incentive Compensation” means any compensation that is: (i) granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure; or (ii) determined based on (or otherwise calculated by reference to) compensation in clause (i) of this definition (this may include, without limitation, amounts under any long-term disability, life insurance or supplemental retirement or severance plan or agreement, any notional account that is based thereon, as well as any earnings or dividend equivalents accrued thereon);
“Group” means, collectively, the Corporation, its parent(s) (if any) and all of its subsidiaries;
“Received”, with respect to FRM-Based Incentive
Compensation, occurs in the Corporation’s fiscal period during which the Financial Reporting Measure applicable to such FRM-Based Incentive Compensation is attained, even if the grant or payment of the FRM-Based Incentive Compensation occurs after the end of that period;
“Recoupment Period” means the three fiscal years completed immediately preceding the date of any applicable Restatement Date plus any transition period (that results from a change in the Corporation’s fiscal year) within or immediately following those three completed fiscal years, provided that a transition period between the last day of the Corporation’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months would be deemed a completed fiscal year;
“Restatement Date” has
the meaning set out in Section 3.0 of this Stock Exchange Recoupment Policy; and
“Restatement Recoupment Amount” means the amount determined under Section 4.1 of this Stock Exchange Recoupment Policy.
3.0 When FRM-Based Incentive Compensation is Subject to Recoupment
In the event of a Financial Restatement, FRM-Based Incentive Compensation shall be subject to recoupment under this Stock Exchange Recoupment Policy as of the date (the “Restatement Date”) which is the earlier to occur of: (i) the date the Board, a committee of the Board, or the officer or officers of the Corporation authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Corporation is required to prepare a Financial Restatement;
or (ii) the date a court, regulator, or other legally authorized body directs the Corporation to prepare a Financial Restatement.
Notwithstanding the foregoing, recoupment will not apply to FRM-Based Incentive Compensation Received: (i) by a person prior to October 2, 2023; (ii) prior to the date the person became an Executive Officer; or (iii) by a person if they were not an Executive Officer during the performance period applicable to such FRM-Based Incentive Compensation.
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4.0 Recoupment Process for FRM-Based Incentive Compensation
4.1 Determination
of Restatement Recoupment Amount
Subject to Section 4.3 of this Stock Exchange Recoupment Policy, the “Restatement Recoupment Amount” shall be the amount by which the FRM-Based Incentive Compensation Received by the Executive Officer during the Recoupment Period exceeds the amount the Executive Officer would have Received during that period had it been determined based on the restated amounts in the Financial Restatement, measured on a before-tax basis, as determined by the Committee. Where the Restatement Recoupment Amount is not subject to mathematical recalculation directly from the information in the Financial Restatement (such as if it is based on stock price or total shareholder return), then: (i) the amount will be based on a reasonable estimate of the effect of the Financial Restatement on the applicable Financial Reporting Measure; (ii) the Corporation will maintain
documentation related to that determination; and (iii) the Corporation will provide such documentation to the Exchange.
4.2 Procedure for Recoupment
The Corporation will reasonably promptly recover the Restatement Recoupment Amount. The Committee shall determine, in its sole discretion and subject to applicable law, the method for recovery of any Restatement Recoupment Amount, which to the fullest extent permitted by applicable law may include: (i) withholding, forfeiting, and/or cancelling the FRM-Based Incentive Compensation of the individual; (ii) cancelling or setting-off against planned future grants of FRM-Based Incentive Compensation; (iii) requiring repayment of FRM-Based Incentive Compensation amounts previously received by the individual; and/or (iv) setting off against any other amounts payable to the individual.
Except as set
forth in Section 4.3 below, the Corporation may not accept an amount that is less than the Restatement Recoupment Amount in satisfaction of the Executive Officer’s obligations under this Stock Exchange Recoupment Policy.
To the extent that an Executive Officer has already reimbursed or repaid the Corporation for any Restatement Recoupment Amount received under any duplicative recovery obligations established by the Corporation or applicable law, such amount shall be credited to the Restatement Recoupment Amount that is subject to recovery under this Stock Exchange Recoupment Policy.
4.3 Exceptions to FRM-Based Incentive Compensation Recoupment Requirement
Notwithstanding anything to the contrary in this Stock Exchange Recoupment Policy, the Corporation may elect not to recover some or all of the Restatement Recoupment Amount to the extent
the Committee determines that recovery would be impracticable and at least one of the following conditions, and any other requirements of applicable law, are met:
(i) the direct expense paid to a third party to assist in enforcing this Stock Exchange Recoupment Policy would exceed the Restatement Recoupment Amount, and the Corporation: (1) has made a reasonable attempt to recover the Restatement Recoupment Amount; (2) documented such attempt; and (3) provided such documentation to the Exchange;
(ii) recovery of the Recoupment Amount by the Corporation would violate applicable laws in Canada that were adopted prior to November 28, 2022 and the Corporation: (1) has obtained an opinion of Canadian counsel that recovery would result in a violation of such laws; and (2) has provided such opinion to the Exchange; or
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(iii) recovery of the Restatement Recoupment Amount would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Corporation, to fail to meet the requirements of Sections 401(a)(13) or 411(a) of the U.S. Internal Revenue Code of 1986, as amended.
4.4 No Indemnification or Compensation for Recoupment
Notwithstanding any provision of the Articles or By-laws of the Corporation or of any agreement between the Corporation and an employee, employees are not entitled to be indemnified for any portion of any FRM-Based
Incentive Compensation which is subject to recoupment under this Stock Exchange Recoupment Policy or any taxes previously paid or other costs associated with the receipt of such FRM-Based Incentive Compensation or the application of this Stock Exchange Recoupment Policy.
4.5 Administration
The Committee shall administer this Stock Exchange Recoupment Policy and may make all determinations under it, and all such determinations will be final and binding on all interested parties.
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Dates Referenced Herein and Documents Incorporated by Reference
