2021 ANNUAL REPORT
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WEST FRASER
2021 ANNUAL REPORT
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WEST FRASER
About West Fraser
West Fraser is a diversified wood products company with more than
60 facilities in Canada, the United States, the United Kingdom, and Europe.
From responsibly sourced and sustainably managed forest resources,
the Company produces lumber, engineered wood products (OSB, LVL,
MDF, plywood, and particleboard), pulp, newsprint, wood chips, other
residuals, and renewable energy. West Fraser’s products are used in
home construction, repair and remodelling, industrial applications, papers,
tissue, and box materials.
West Fraser shares trade on the Toronto Stock Exchange and New York Stock
Exchange under the symbol: WFG
For more information, please visit www.westfraser.com
West Fraser in Brief
We make renewable, wood-based building products for the world, contributing
to a more sustainable future.
Our business strategy is simple:
• Keep costs low
• Reinvest profits
• Maintain a prudent balance sheet
We aim to develop and maintain:
• Excellence in performance and people
• Leadership in our field
• Challenge and satisfaction
• Responsibility in communities in which we work
• Profitability
• Growth
Table of Contents
Operating Footprint on Two Continents ____________________ 1
2021 Annual Management’s Discussion & Analysis _________ 10
West Fraser Operations _________________________________ 1
2021 Audited Consolidated Financial Statements __________ 71
Message from our Chief Executive Officer _________________ 2
Directors and Officers __________________________________113
Environmental, Social and Governance ____________________ 6
Glossary of Key Terms __________________________________114
Financial Performance ___________________________________ 8
Corporate Information __________________________________115
* Unless otherwise indicated, all financial references are in U.S. dollars.
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1
Operating Footprint on Two Continents
~11,000
Employees
Worldwide
34
Lumber
Mills
5
6
Pulp and
Newsprint Mills
Renewable
Energy Facilities
ENGINEERED WOOD PRODUCT MILLS
14
OSB1
3
MDF
3
2
2
1
Plywood
Particleboard
LVL/Veneer
Furniture Plant
1. Excludes currently idled Allendale OSB mill.
West Fraser Operations
NORTH AMERICA
BRITISH COLUMBIA
ALBERTA
Quesnel
Edmonton
ONTARIO
QUEBEC
Vancouver
Toronto
MINNESOTA
TENNESSEE
Memphis
ARKANSAS
ALABAMA
GEORGIA
NORTH CAROLINA
SOUTH
CAROLINA
UNITED
KINGDOM
Cowie
TEXAS
MISSISSIPPI
LOUISIANA
FLORIDA
EUROPE
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WEST FRASER
Message from our
Chief Executive Officer
2021 was an exceptional year for West Fraser.
Our long-term commitment to our values and
business strategy guided significant growth,
integration of our business and advancement
of our sustainability goals, all during a period
of significant change and transformation.
What impressed me most was the energy, talent
and commitment of our people this past year and
is an excellent reminder of the incredible things
we can accomplish when we work together.
From multiple disruptive weather events in our
U.S., Canadian and European operating areas to
dramatic fluctuations in commodity markets, we were
challenged in many ways while continuing to operate
during the COVID-19 pandemic. Yet our teams not
only persevered, demonstrating their resilience, they
delivered record safety and financial performance.
We completed the recent purchases of an OSB mill and
a lumber mill in the U.S. South, as well as the major
acquisition of Norbord earlier in the year, solidifying our
position as a global leader of wood-based building product
manufacturing. By year-end, integration had accelerated on
all fronts thanks to the efforts of our combined team and
we remain on track to achieve targeted annual synergies
of $61 million by the end of 2022. Today, West Fraser is a
leading lumber and OSB producer with significant capacity
of other engineered wood products (such as LVL, MDF,
plywood and particleboard) as well as pulp, newsprint,
wood chips, other residuals and renewable energy.
OUR VALUES & STRATEGY
While we will continue to grow into new products and
regions to best serve our customers, our long-held
values and proven strategy remain at the forefront.
From the beginning, our approach has been to strive
to be low cost and/or high margin and we reinvest in
our business, which in 2021 included investments in
people, technology, and environmental performance,
while maintaining a prudent and strong balance sheet.
IMPROVED SAFETY PERFORMANCE
Safety is a core value and business priority at West
Fraser. In 2021, we achieved new milestones with the
lowest recordable injury rate in our history, reflecting
the integration of our safety cultures following the
Norbord acquisition. We also achieved a 32% reduction
in serious hand injuries and 20% fewer serious injuries
across our facilities compared to 2020. Although these
are important steps toward eliminating injuries in the
workplace, there were also some serious incidents,
including a fatality, which serve as stark reminders
that we have much more work to do to achieve our
goal of seeing everyone go home safely each day.
PROGRESSING OUR SUSTAINABILITY LEADERSHIP
A growing area of focus is the sustainability of our
operations. As a Company, we are committed to
leaving the world better than we found it by effectively
managing the footprint of our operations and valuing
the communities in which we live and operate.
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West Fraser’s renewable building products have an
integral role to play as part of the solution to address
climate change. At West Fraser, sustainability is more
than just a commitment; it is the central principle upon
which our business is predicated. The wood products
we make are renewable, third-party certified, and
from sustainably managed forest resources. Forest
products are truly a natural solution and we contend
this is now more important than ever, as the world
needs sustainable, renewable building materials that
sequester carbon in the fight against climate change.
We reached an important milestone this past summer
with the planting of our two billionth tree, reflecting a
65-year commitment to reforestation in Western Canada,
where we directly manage public forest land. It’s part
of our commitment to the environment and sustainably
managed forests that we couldn’t have done without
decades of support from our employees, contractors, local
stakeholders and the communities in which we operate.
West Fraser believes in making positive contributions to
the economic, social and environmental well-being of
the communities where our employees live and work
while advancing the value wood products can make
to a more sustainable world. Over 2021, we invested
more than $3.3 million in our community investment
program, supporting a wide array of initiatives such as
the development of recreational facilities and important
health care infrastructure, removing barriers to education
through scholarships, and helping address pressing
environmental and social needs in communities.
Recently, we announced that West Fraser has committed
to science-based targets and the Science Based Targets
Initiative (SBTi). Over 2021, our team undertook the
necessary work across the integrated organization to
support a credible plan to make material reductions
by 2030 across our operations. This is an important
step in our sustainability leadership journey and ESG
performance strategy, and signals our commitment
to global climate action, aligning with the Paris
Agreement goals to materially reduce greenhouse
gas emissions across our operations by 2030.
$2.95 billion
Achieved earnings of $2.95 billion
and EPS of $27.03
$4.57 billion1
Delivered Adjusted EBITDA of
$4.57 billion, representing
43% of sales
$1.3 billion
Repurchased $1.3 billion
worth of shares and returned
$75 million in dividends
61%
Delivered ROCE of 61%
1. Non-GAAP Financial Measure.
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WEST FRASER
WEST FRASER
REASONS TO INVEST IN A GLOBAL WOOD PRODUCTS LEADER
One of the world’s largest producers of sustainable, wood-based building products
Offers financial
resilience through
a portfolio that
is product and
geographically
diverse
Serves markets
with strong
fundamentals
Has a track record
of disciplined
and balanced
capital allocation
Has the scope,
scale and
expertise to unlock
further growth
opportunities
Is well positioned
to benefit from
strong ESG and
sustainability
fundamentals
Has an attractive
record of creating
shareholder value
PROMOTING DIVERSITY, EQUITY & INCLUSION
Our sustainability work includes a strong focus on people
and company culture, as West Fraser believes inclusive,
diverse teams build a more vibrant workforce, safer
operations and a stronger company overall. As part of our
ongoing commitment to Diversity, Equity and Inclusion,
we strive to create workplaces and leadership teams
that reflect the diverse communities where we live and
work. Today, the representation of women on our Board
of Directors has increased from 20% in 2020 to 40% in
2021. We understand we have more work to do to build
on this and established the President’s Diversity Council
in 2020 to help us seek further opportunities to advance
Diversity, Equity and Inclusion across the organization.
This will continue to be a priority for 2022 as creating a
culture of belonging for all employees aligns with our other
core values of teamwork, respect, humility, and integrity.
DRIVING SHAREHOLDER VALUE
We believe we offer an attractive value proposition
for shareholders. As the world’s largest producer of
renewable, wood-based building products, West Fraser:
• Offers financial resilience through a portfolio that
is product and geographically diverse – We offer
a wide range of home and building construction
products across multiple markets with operations in
five countries, helping us weather cyclicality while
creating a great platform to serve our customers.
• Serves markets with strong fundamentals – We
offer significant exposure to U.S. housing construction
and repair and remodelling, and this is an area where
we continue to be optimistic about supply and
demand for our products. Fundamentals for housing
are favourable entering 2022 and we continue to see
signs of resilience in repair and remodelling demand
in both our North American and European markets.
• Has a track record of disciplined and balanced
capital allocation – We continue to invest in our
business while maintaining financial flexibility and
regularly returning excess capital to shareholders. In
2021, we invested $635 million in capital investments
at our facilities, which included the asset purchase
of a large-scale OSB mill that we expect to invest
in for an eventual re-start, while returning a total of
$1.3 billion to shareholders through share repurchases
and $75 million through dividend payments.
• Has the scope, scale and expertise to unlock
further growth opportunities, as our acquisition
of Norbord and our recent mill acquisitions in both
the lumber and OSB segments demonstrate.
• Is well positioned to benefit from strong
ESG and sustainability fundamentals,
and in particular the role of forest products
as a natural solution to climate change.
• Has an attractive track record of creating
shareholder value, in part owing to our culture,
our values and our operating philosophy.
CAPITAL ALLOCATION PRIORITIES
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• Replace end-of-life assets
• Maintain low-cost position
• Strategically enhance product
mix, productivity and capacity
Reinvest
in the
Business
Maintain
Financial
Flexibility
Return Excess
Capital to
Shareholders
• Maintain investment-grade rating
• Maintain cash buffer to aid the pursuit
of opportunistic M&A and larger-scale
strategic growth initiatives
• Repurchase shares when they trade at
a discount to estimated intrinsic value
• Pay a stable, sustainable dividend
These actions have positioned us to create superior
long-term value for our shareholders, and we have
delivered an annualized total shareholder return of
more than 12% since 2006.
OUR PATH FORWARD
Looking ahead, I am excited about our future. As we
move past the integration phase of our transformative
acquisition of a significant OSB producer, we are ready
to execute on the combined strength of our company.
As part of our commitment to continuous improvement,
our organization will continue to discover new, safer, and
more efficient methods to conduct our business, which
we believe improve our workplaces and long-term value
creation. Therefore, we anticipate investing approximately
$500 to $600 million in 2022. Our total capital budget
consists primarily of various improvement projects and
maintenance expenditures, projects focused on technology
such as optimization and automation of the manufacturing
process, and projects targeted to reduce greenhouse
gas emissions, as well as strategic capital projects.
We also are investing in our people, furthering our
commitment to being an employer-of-choice and
creating an environment where employees can do their
best work over the course of their career with us.
TEAMWORK IS KEY TO OUR SUCCESS
We have made tremendous progress in the past
year while returning record safety and financial
results along the way. On behalf of the entire
executive team, we are grateful for the hard work,
determination and resilience of our employees and
what we were able to accomplish together in 2021.
I also recognize and appreciate the collaboration and
cooperation of our customers and the communities in
which we operate that are so vital. I am also grateful to
our Board of Directors for their guidance and expertise
in supporting our management team to build an even
stronger West Fraser that is ready to embrace the future.
As we embark on 2022, I am proud of West Fraser’s
position as a premier wood products company,
committed to continuous improvement in all aspects
of our business. We look forward to continuing to
demonstrate our leading performance in the coming year.
Ray Ferris
President and Chief Executive Officer
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WEST FRASER
Environmental, Social and Governance
KEY ACHIEVEMENTS
Achieved
Stored
2 billion
trees planted
milestone in 2021
17.5 tonnes
of carbon (CO2e) in 2020
production for lumber and OSB
Powered by
74%
renewable
energy
Added solar
power to our
energy mix
Harvested
<1%
of West Fraser’s managed
forest area (annually)
Committed to set science-based targets to
achieve material GHG reductions by 2030
Recognized with a Sustainable Forestry Initiative® Leadership
in Conservation Award, in collaboration with the Nature
Conservancy of Canada
Certified
100%
RECOVER, REUSE & REPURPOSE:
99%
94%
responsible fibre sourcing
of a log utilized
of water recycled
15%
was cut in Scope 1 & 2
GHG emissions since 2005
OUR PEOPLE
Diversity, Equity
and Inclusion
Policy revision
DIVERSITY & INCLUSION
8%
22%
of West Fraser’s
Canadian employees
self-identify
as Indigenous
of all West Fraser
employees self-identify
with an under-represented
racial or ethnic identity
In 2021, reduced injuries through
increased focus on lockout
verification, hazard and risk
assessments, and implementation
of improved equipment safeguards
Defined an Indigenous
Peoples Policy
Committed to Progressive Aboriginal
Relations Certification from the Canadian
Council for Aboriginal Business
40%
of Board members are women
SAFETY
Safety Goal:
Eliminate all incidents
and injuries
Safety Target:
Reduce serious injuries
by 50% by 2025
40%
32%
reduction in Recordable
Incident Rate (vs. 2017)
reduction in serious
hand injuries
20%
fewer serious
injuries
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West Fraser and the Circular Economy
West Fraser exists as part of a circular economy, where we
play an integral role in an economic system that benefits the
environment, society, and business. It ensures what we harvest
and produce is balanced by how we protect and regenerate
the ecosystem where we work, addressing urgent issues
such as climate change, biodiversity, waste, and pollution.
CARBON SEQUESTRATION.
Carbon stored in trees can be retained in a
wood product or be released when trees are
unhealthy or die (pests, disease, or forest fires).
GROWING FORESTS. FOREVER.
We plant two seedlings for
every tree we harvest. On
average, another two trees
will grow naturally within
the next 15 years. That’s
four trees growing to ensure
healthy, diverse forests
regenerate for the future.
REUSE AND RECYCLE.
Once demolished,
reusing wood building
materials in new projects
maintains carbon storage.
Wood is the ultimate
recyclable product.
SUSTAINABLE HARVEST.
West Fraser manages
8.2 million hectares of
forests for the future by
harvesting less than 1%
of this area annually.
WASTE NOT.
99% of every log is utilized.
74% RENEWABLE ENERGY.
Almost every mill
generates renewable
energy from biomass
material recovered from our
manufacturing process.
CLIMATE-SMART CONSTRUCTION.
West Fraser’s long-lived products –
lumber, plywood and OSB – are used for
buildings, homes and structures that store
carbon until they are decommissioned.
WE USE IT ALL.
In addition to making valuable products from wood chips and
sawdust, we find other beneficial uses, such as bark for mulch,
animal bedding, road base, fertilizer, energy and soil improvement.
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WEST FRASER
Financial Performance
FIVE-YEAR FINANCIAL REVIEW
(in millions of U.S. dollars, except where indicated)
Earnings
Sales
Cost of product sold
Freight and other distribution costs1
Export duties, net2
Amortization
Selling, general and administration1
Equity-based compensation
Restructuring and impairment charges
Operating earnings
Finance expense, net
Other
Tax (provision) recovery
Earnings
Adjusted EBITDA3
Cash flows from operating activities
Capital expenditures and acquisitions4
Financial position
Current assets
PPE and timber licenses
Goodwill and other intangibles
Export duty deposits5
Other assets
Deferred income tax assets
Total assets
Current liabilities
Long-term debt (including current portion)
Other liabilities
Deferred income tax liabilities
Shareholders' equity
Total liabilities and equity
2021
2020
2019
2018
2017
10,518
(4,645)
(846)
(146)
(584)
(312)
(40)
–
3,945
(45)
(2)
(951)
2,947
4,569
3,552
295
3,217
4,468
2,440
242
58
8
10,433
1,206
499
360
712
7,656
10,433
4,373
(2,559)
(529)
(57)
(203)
(185)
(9)
–
831
(27)
(14)
(202)
588
1,043
968
180
1,336
2,029
591
178
35
9
4,178
528
500
408
264
2,478
4,178
3,673
(2,750)
(538)
(122)
(195)
(159)
(4)
(25)
(120)
(37)
(8)
52
(113)
104
87
309
883
2,028
594
61
20
8
3,594
644
500
350
195
1,905
3,594
4,722
(2,789)
(565)
(156)
(199)
(178)
(5)
–
830
(29)
29
(203)
627
1,034
702
286
986
1,883
562
55
23
2
3,511
435
508
231
214
2,123
3,511
3,957
(2,408)
(488)
(37)
(162)
(167)
(25)
–
671
(24)
5
(193)
459
857
695
664
1,029
1,933
583
29
22
5
3,601
465
507
277
179
2,173
3,601
EPS
per common share (dollars)
Adjusted EBITDA3
in millions of U.S. dollars
Cash flows from operating activities
in millions of U.S. dollars
30
25
20
15
10
5
0
-5
5,000
4,000
3,000
2,000
1,000
0
4,000
3,000
2,000
1,000
0
2017
2018
2019
2020
2021
2017
2018
2019
2020
2021
2017
2018
2019
2020
2021
2021 ANNUAL REPORT
9
Per common share (dollars)
Basic EPS
TSX Price range:
High
Low
Close
NYSE Price range6:
High
Low
Close
Dividends declared per share
Shares outstanding at year-end ('000s)
Ratios
Return on capital employed7
Net debt to capitalization8
Number of employees at year-end
Shipments
SPF Lumber (MMfbm)
SYP Lumber (MMfbm)
NA OSB (MMsf 3/8" basis)
EU OSB (MMsf 3/8" basis)
Pulp (Mtonnes)
2021
2020
2019
2018
2017
27.03
8.56
(1.64)
8.42
5.88
124.74
73.30
120.68
97.59
61.36
95.36
0.76
105,929
61%
-16%
10,928
3,176
2,649
5,674
1,035
1,033
86.5
21.6
81.78
n/a
n/a
n/a
0.56
68,679
25%
2%
8,115
3,214
2,861
–
–
1,132
80.13
43.93
57.28
n/a
n/a
n/a
0.60
68,663
97.99
60.44
67.44
n/a
n/a
n/a
0.54
69,819
83.50
42.98
77.57
n/a
n/a
n/a
0.28
77,946
-4%
30%
27%
17%
24%
12%
8,200
8,570
8,600
3,363
2,692
–
–
1,173
3,790
2,792
–
–
1,138
3,714
2,387
–
–
1,167
1. For 2017, we reclassified approximately $15 million from freight and other distribution costs to selling, general and administration to conform to our current presentation.
2. Export duties for 2021 are net of a $55 million recovery related to the USDOC finalization of the duty rates for the AR2 POI dated January 1, 2019 to December 31, 2019.
Export duties for 2020 are net of a $95 million recovery related to the USDOC finalization of the duty rates for the AR1 POI dated April 28, 2017 to December 31, 2018.
3. Adjusted EBITDA is a non-GAAP financial measure calculated as earnings before tax plus other, finance expense, amortization, equity-based compensation, and
restructuring and impairment charges. Refer to the “Non-GAAP and Other Specified Financial Measures” section of our 2021 Management’s Discussion & Analysis for more
information on this measure. Effective January 1, 2022, and for all comparative periods, export duties are no longer excluded from the definition of Adjusted EBITDA.
4. Capital expenditures and acquisitions is presented net of cash acquired. 2021 includes acquired cash and short-term investments of $642 million from the Norbord Acquisition.
The Norbord Acquisition was a non-cash share consideration transaction, and therefore, only the acquired cash is included in the capital expenditure and acquisitions number.
5. Export duty deposits for 2021 include export duty receivable of $55 million related to the USDOC finalization of the duty rates for the AR2 POI dated January 1, 2019
to December 31, 2019. Export duty deposits for 2020 include export duty receivable of $95 million for the AR1 POI dated April 28, 2017 to December 31, 2018.
6. Our common shares began trading on the NYSE under the symbol WFG on February 1, 2021.
7. Return on capital employed is calculated as GAAP EBIT divided by total assets minus current liabilities.
8. Net debt to capitalization is a non-GAAP financial measure calculated as net debt divided by total capital, expressed as a percentage. Net debt is calculated as total debt less cash
and cash equivalents. Total capital is defined as the sum of net debt plus total equity. Refer to the “Non-GAAP and Other Specified Financial Measures” section of our 2021 Annual
MD&A for more information on this measure.
SPF Lumber shipments
in MMfbm
SYP Lumber shipments
in MMfbm
NA OSB shipments
in MMsf 3/8" basis
EU OSB shipments
in MMsf 3/8" basis
4,000
3,000
2,000
1,000
0
3,000
2,000
1,000
0
6,000
4,000
2,000
0
1,200
800
400
0
2017
2018
2019
2020
2021
2017
2018
2019
2020
2021
2017
2018
2019
2020
2021
2017
2018
2019
2020
2021
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MANAGEMENT’S DISCUSSION & ANALYSIS
INTRODUCTION
This discussion and analysis by management (“MD&A”) of West Fraser Timber Co. Ltd.’s (“West Fraser”, the “Company”,
“we”, “us”, or “our”) financial performance for the year and three months ended December 31, 2021, should be read in
conjunction with our annual audited consolidated financial statements and accompanying notes for the year ended
December 31, 2021 (the “Annual Financial Statements”).
Unless otherwise indicated, the financial information contained in this MD&A is derived from our Annual Financial
Statements, which have been prepared in accordance with International Financial Reporting Standards as issued by the
International Accounting Standards Board (“IFRS”). This MD&A uses various Non-GAAP and other specified financial
measures, including “Adjusted EBITDA”, “Adjusted EBITDA by segment”, “available liquidity”, “total debt to capital ratio”,
“net debt to capital ratio”, “expected capital expenditures”, and “expected potential synergies from Norbord acquisition”.
An explanation with respect to the use of these Non-GAAP and other specified financial measures is set out in the section
titled “Non-GAAP and Other Specified Financial Measures”.
This MD&A includes statements and information that constitute “forward-looking information” within the meaning of
Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws
(collectively, “forward-looking statements”). Please refer to the cautionary note entitled “Forward-Looking Statements”
below for a discussion of these forward-looking statements and the risks that impact these forward-looking statements.
Dollar amounts are expressed in the United States (“U.S.”) currency unless otherwise indicated and reflect the change in
our functional and reporting currency from the Canadian dollar to the U.S. dollar effective February 1, 2021. Select
unaudited historical financial information in U.S. dollars is available on our website at www.westfraser.com. This
historical financial information presents selected financial information derived from our historical financial statements,
which had been presented in Canadian dollars for financial periods through to our year ended December 31, 2020.
This MD&A uses capitalized terms, abbreviations and acronyms that are defined under “Glossary of Key Terms”.
The information in this MD&A is as at February 15, 2022 unless otherwise indicated.
OUR BUSINESS AND STRATEGY
West Fraser is a diversified wood products company with facilities in Canada, the U.S., the U.K. and Europe,
manufacturing, selling, marketing and distributing lumber, engineered wood products (OSB, LVL, MDF, plywood,
particleboard), pulp, newsprint, wood chips and other residuals and renewable energy. As a result of the Norbord
Acquisition, we are now a leading producer of OSB. In addition to OSB, Norbord manufactured particleboard, MDF and
related value-added products. Our business is comprised of 34 lumber mills, 15 OSB facilities, six renewable energy
facilities, five pulp and paper mills, three plywood facilities, three MDF facilities, two particleboard facilities, one LVL
facility, one treated wood facility, and one veneer facility.
Our goal at West Fraser is to generate strong financial results through the business cycle, relying on our committed
workforce, the quality of our assets and our well-established people and culture. This culture emphasizes cost control in
all aspects of the business and operating in a responsible, sustainable, financially conservative and prudent manner.
The North American wood products industry is cyclical and periodically faces difficult market conditions and serious
challenges. Our earnings are sensitive to changes in world economic conditions, primarily those in North America, Asia
and Europe and particularly to the U.S. housing market for new construction and repair and renovation spending. Most of
our revenues are from sales of commodities for which prices are sensitive to variations in supply and demand. As many of
our costs are denominated in Canadian dollars, British pounds sterling and Euros, exchange rate fluctuations of the
Canadian dollar, British pound sterling and Euro against the United States dollar can and are anticipated to be a
significant source of earnings volatility for us.
11
West Fraser strives to make sustainability a central principle upon which our people operate, and we believe the
Company’s sustainable, renewable building materials that sequester carbon are a truly natural solution in the fight
against climate change. There are numerous government initiatives and proposals globally to address climate-related
issues. Within the jurisdictions of West Fraser’s operations, some of these initiatives would regulate, and do regulate,
and/or tax the production of carbon dioxide and other greenhouse gases to facilitate the reduction of carbon emissions,
providing incentives to produce and use cleaner energy.
We believe that maintaining a strong balance sheet and liquidity profile, along with our investment-grade debt rating,
enables us to execute a balanced capital allocation strategy. Our goal is to reinvest in our operations across all market
cycles to strategically enhance productivity, product mix, and capacity and to maintain a leading cost position. We believe
that a strong balance sheet also provides the financial flexibility to capitalize on growth opportunities, including the
pursuit of opportunistic acquisitions and larger-scale strategic growth initiatives, and is a key tool in managing our
business over the long term including returning capital to shareholders.
ACQUISITIONS
Norbord Acquisition
On February 1, 2021, we acquired all of the outstanding shares of Norbord. According to the terms of the acquisition,
Norbord shareholders received 0.675 of a West Fraser Common share for each Norbord Common share held (the
“Exchange Ratio”). The result was the issuance of 54,484,188 Common shares of West Fraser at a price of US$63.90 per
share (CAD$81.94 per share) for $3,482 million. The price per Common share was based on the West Fraser Common
share’s closing price as listed on the TSX on January 29, 2021, and a CAD-USD exchange rate of 0.7798.
The Norbord Acquisition included five OSB mills in Canada, seven OSB mills in the U.S., one OSB mill, one MDF plant, and
two particleboard plants in the U.K., one OSB mill in Belgium, and their related corporate offices.
We have incorporated the North American operations of Norbord into our Panels segment and renamed that segment
North America Engineered Wood Products (“NA EWP”). This segment includes the results from North American
operations for OSB, plywood, MDF, and LVL. In addition, we have identified a Europe EWP segment, which includes the
results from the U.K. and Belgium operations for the OSB, MDF and particleboard plants. The EWP segments have been
separated due to differences in the operating region, customer base, profit margins and sales volumes. The EWP
segments incorporate the operations and results of the Norbord operations from February 1, 2021.
The acquisition of Norbord by West Fraser has been accounted for as an acquisition of a business in accordance with IFRS
3, Business Combinations, with West Fraser as the acquirer. We have applied purchase price accounting to the acquisition
resulting in a significant increase from the historical cost base of Norbord and $1,339 million of goodwill.
Factors contributing to goodwill include the Norbord workforce and assets that are geographically complementary to our
existing facilities and offer close access to large markets and timber baskets. The Norbord Acquisition also provides
increased scale and geographic diversification of manufacturing and markets. This was a rare opportunity to acquire an
OSB producer with meaningful capacity, high-quality employees and facilities, and a complementary strategy and culture.
Note 3 to our Annual Financial Statements provides details on the purchase price allocation.
The purchase price allocation has been finalized as at December 31, 2021. Purchase price accounting impacted the two
EWP segments’ annual results, as discussed in the relevant sections below.
Angelina Acquisition
On December 1, 2021, we acquired the Angelina Forest Products lumber mill located in Lufkin, Texas for $302 million, net
of cash acquired of $8 million. This acquisition has been accounted for as an acquisition of a business in accordance with
IFRS 3, Business Combinations. Note 3 to our Annual Financial Statements provides details on the preliminary purchase
price allocation as at December 31, 2021, which attributed $78 million to goodwill.
12
Financial Results
The following tables represent the actual results of Norbord and Angelina Forest Products included in our statement of
earnings and the proforma results of operations for the year ended December 31, 2021. The proforma results assume the
Norbord Acquisition and Angelina Acquisition occurred on January 1, 2021, and include proforma purchase price
accounting for the acquisitions.
Results Attributable to Acquired Businesses
($ millions)
Sales
Operating earnings
Earnings
Norbord Results
for February 1
to December 31,
20211,3
Angelina Results
for December 1 to
December 31,
20212,3
$
4,175 $
1,915
1,427
15 $
1
1
Total
4,190
1,916
1,428
1.
2.
3.
Represents the results of the Norbord operations since the acquisition date that are included in our results.
Represents the results of the Angelina Forest Products operations since the acquisition date that are included in our results.
Operating earnings and earnings include purchase price accounting impacts of $93 million expense and $2 million expense for the one-time
inventory adjustments in cost of products sold relating to the Norbord Acquisition and Angelina Acquisition, respectively.
Proforma 2021 Results
($ millions)
Sales
Operating earnings
Earnings
West Fraser
Actual
Results2
2021
Norbord
Proforma
Results1
Jan-21
Angelina
Proforma
Results1
Jan-21 to Nov-21
West Fraser
Proforma
Results1,2
2021
$
10,518 $
3,945
2,947
277 $
115
86
163 $
61
57
10,958
4,121
3,090
1.
2.
These unaudited proforma results have been provided as required per IFRS 3 - Business Combinations. West Fraser proforma YTD-21 presents
West Fraser’s results as if the Norbord Acquisition and Angelina Acquisition were completed on January 1, 2021.
Operating earnings and earnings include purchase price accounting impacts of $93 million expense and $2 million expense for the one-time
inventory adjustment in cost of products sold relating to the Norbord Acquisition and Angelina Acquisition, respectively.
South Carolina OSB Asset Acquisition
On December 6, 2021, we completed the asset purchase of an idled OSB mill near Allendale, South Carolina for $280
million including working capital. We anticipate investing an additional estimated $70 million in capital during 2022 to
upgrade and optimize the facility in preparation for a restart, subject to market conditions and hiring the requisite
employees.
CHANGE IN FUNCTIONAL AND REPORTING CURRENCY
On February 1, 2021, West Fraser determined that as a result of the Norbord Acquisition, the functional currency of our
Canadian operations had changed from CAD to USD. Management considered various factors when making this decision,
the most significant being an increase in the levels of sales made in U.S. dollars, a portion of operating expenses incurred
in U.S. dollars, and increased levels of U.S. dollar financing.
Concurrent with the change in functional currency, we also changed our reporting currency from Canadian dollars to U.S.
dollars. This change in reporting currency is to better reflect the Company’s business activities, following the increased
presence in the U.S. as a result of the Norbord Acquisition and in connection with the listing of West Fraser’s Common
shares on the NYSE on February 1, 2021.
A change in functional currency is applied prospectively and must be based on a change in economic facts, events and
conditions. In contrast, a change in reporting currency requires retroactive restatement. Both changes have specific
transition rules under the International Accounting Standard (“IAS”) 21, The Effects of Changes in Foreign Exchange Rates.
As at and for the year ended December 31, 2020, and for all prior periods, the functional and reporting currency of the
Company was the CAD as described in our 2020 audited annual consolidated financial statements. The currency
remeasurement of West Fraser results applied the IAS 21 transitional rules.
To prepare our December 31, 2020 and January 1, 2020 consolidated balance sheets, all assets and liabilities were
translated into U.S. dollars at the closing exchange rate on December 31, 2020, and December 31, 2019, respectively.
Equity items were retroactively restated at historical exchange rates to give effect to the change in reporting currency.
The accounting policy used to translate the equity items prior to 2020, was to use the annual average exchange rate for
each equity transaction that occurred in the year. For 2020, equity items were translated quarterly using the average
exchange rate for each quarter.
13
To prepare our 2019 and 2020 consolidated statement of earnings, all revenues and expenses were translated into U.S.
dollars at the average exchange rate for each quarter, with no adjustments to the measurement of or accounting for
previously reported results. To prepare our 2020 consolidated statement of cash flow, all items were translated into U.S.
dollars at the average exchange rate for each quarter, with no adjustments to the measurement of or accounting for
previously reported results.
RECENT DEVELOPMENTS
Markets
In North America, changes in new home construction activity in the U.S. are a significant driver of lumber and OSB
demand. In the fourth quarter, industry supply chains for many building products remained challenged. These supply
constraints continued to make it difficult for home builders to convert housing starts to completions, impacting short-
term demand for our lumber and panel products. According to the U.S. Census Bureau, the seasonally adjusted
annualized rate of U.S. housing starts averaged 1.70 million units in December 2021, with permits issued averaging 1.87
million units. U.S. housing starts were 1.60 million units for the full year, up 16% from 1.38 million units in 2020. In
comparison, U.S. housing completions were 1.34 million units in 2021, up just 4% from the prior year. We believe low
mortgage rates, low availability of homes for sale and changes in home ownership trends stemming from the COVID-19
pandemic continue to provide a supportive backdrop for home construction activity.
Demand for our products used in repair and remodelling applications had begun to improve late in the third quarter after
lumber and OSB prices retreated from record highs earlier in the year. That recovery continued through the fourth
quarter.
Severe Weather and Flooding in B.C.
In the fourth quarter of 2021, B.C. was impacted by heavy rain and flooding caused by one of the most extreme natural
weather disasters to hit the province in a generation. The multiple weather systems prompted a state of emergency in
the province, with severe precipitation causing significant damage to transportation infrastructure, resulting in multiple
highway closures, disruptions of rail links, and limited access to ports for overseas shipments. While West Fraser is
utilizing alternative transportation routes and methods to the extent they are available to continue servicing customers,
these weather events have had an adverse impact on shipments.
As a result of the road and rail closures caused by the severe weather, our Q4-21 western Canadian lumber and pulp
shipment volumes declined by approximately 15 to 20% compared to the rates in the first nine months of the year. We
reduced operating schedules at multiple western Canadian locations to manage inventory levels, raw material supplies
and our integrated fibre supply chain.
At the current time, it is not possible to estimate when full transportation services will resume or when the backlogs
resulting from the interruptions will be cleared.
Second Administrative Review (“AR2”) Duty Rates
On November 24, 2021, the USDOC, issued its final duty rates for the AR2 POI for January 1, 2019 to December 31, 2019.
The details on the final rates and the impact on our earnings are under the section “Discussion & Analysis of Annual
Results by Product Segment - Lumber Segment - Softwood Lumber Dispute”. The cash deposit rate for SPF lumber
shipments from Canada to the U.S. on or after December 2, 2021 is a combined 11.12%, and on or after January 10, 2022
is a combined 11.14%. These are the cash deposit rates until the USDOC finalizes AR3 and AR4 for the POIs dated January
1, 2020 to December 31, 2020 and January 1, 2021 to December 31, 2021, respectively.
14
B.C. Old-Growth Deferrals
In November 2021, the government of British Columbia announced its intention to defer logging in 2.6 million hectares of
what it described as “old growth” forests. The deferrals were based on recommendations provided by a Technical Advisor
Panel that the B.C. government had appointed. B.C. Indigenous Nations were given 30 days to respond to the deferrals,
during which time most indicated they would engage in further discussion with the government over the coming months
before rendering their decision. This process will likely continue through 2022. The impact on West Fraser’s timber supply
is contingent on the outcomes of these discussions. Our preliminary estimate of the impact on the B.C. AAC is a reduction
of up to 15%. The specific impact to us at this time is not determinable given ongoing negotiations with multiple
stakeholders.
ANNUAL RESULTS
Summary Annual Results
($ millions, except as otherwise indicated)
Earnings
Sales
Cost of products sold
Freight and other distribution costs
Export duties, net
Amortization
Selling, general and administration
Equity-based compensation
Restructuring and impairment charges
Operating earnings
Finance expense, net
Other
Tax (provision) recovery
Earnings
Adjusted EBITDA1
Basic earnings per share ($)
Diluted earnings per share ($)
Cash dividends declared per share ($)2
Total assets
Long-term debt, non-current
Long-term debt, total
$
$
$
2021
2020
2019
10,518 $
(4,645)
(846)
(146)
(584)
(312)
(40)
—
3,945
(45)
(2)
(951)
2,947 $
4,569 $
27.03
27.03
$0.76
10,433
499
499
4,373 $
(2,559)
(529)
(57)
(203)
(185)
(9)
—
831
(27)
(14)
(202)
588 $
1,043 $
8.56
8.56
$0.59
4,178
500
507
3,673
(2,750)
(538)
(122)
(195)
(159)
(4)
(25)
(120)
(37)
(8)
52
(113)
104
(1.64)
(1.76)
$0.60
3,594
500
507
1.
2.
This is a non-GAAP financial measure. Refer to the “Non-GAAP and Other Specified Financial Measures” section of this document for more
information on this measure.
Cash dividends of CAD$0.80 per share were declared during the years ended December 31, 2020 and December 31, 2019. Cash dividends declared
during the year ended December 31, 2021 were comprised of CAD$0.70 per share in aggregate for the first three quarters and USD$0.20 per share
for the fourth quarter. The CAD amounts have been translated to USD for presentation purposes using the average exchange rate during the
quarter that the dividends were declared.
Our 2021 annual results reflect the inclusion of the operations of Norbord from February 1, 2021. In 2021, our revenues
increased to $10,518 million and we generated earnings of $2,947 million, or $27.03 per share. This compares with
revenues of $4,373 million and earnings of $588 million, or $8.56 per share, in 2020, and revenues of $3,673 million and a
loss of ($113) million, or ($1.64) per share in 2019. The increase in revenue and earnings over the three years relates
primarily to increased pricing and demand for our products due to increased home construction and repair and
remodelling activity in North America and the acquisition of Norbord on February 1, 2021. Western Canada log costs,
particularly in B.C., increased significantly over the three years, offsetting some of the pricing gains.
Discussion & Analysis of Annual Results by Product Segment
15
Lumber Segment
($ millions unless otherwise indicated)
Lumber Segment Earnings
Sales
Lumber
Wood chips and other residuals
Logs and other
Cost of products sold
Freight and other distribution costs
Export duties, net
Amortization
Selling, general and administration
Operating earnings
Finance expense, net
Other
Earnings before tax
Adjusted EBITDA1, 2
Capital expenditures
SPF (MMfbm)
Production
Shipments
SYP (MMfbm)
Production
Shipments
$
$
$
2021
2020
4,520 $
289
101
4,910
(2,241)
(404)
(146)
(164)
(146)
1,809
(17)
2
1,794 $
1,973 $
146
3,182
3,176
2,675
2,649
2,983
273
100
3,356
(1,871)
(361)
(57)
(151)
(128)
788
(17)
(2)
769
939
149
3,157
3,214
2,801
2,861
1.
2.
This is a non-GAAP financial measure. Refer to the “Non-GAAP and Other Specified Financial Measures” section of this document for more
information on this measure. Q4-21 Adjusted EBITDA was decreased by a one-time charge of $2 million related to inventory purchase price
accounting on the Angelina Acquisition.
Effective January 1, 2021, and for all comparative periods, export duties are no longer excluded from the definition of Adjusted EBITDA.
Sales and Shipments
Lumber sales for 2021 increased compared to 2020 due to higher product pricing, offset in part by lower shipments.
2021 was another year of significant lumber price variability, with lumber market pricing hitting highs in the second
quarter before dropping in the third quarter and recovering in the fourth quarter. We believe the higher lumber market
pricing in 2021 resulted from low inventory volumes in the supply chain, improved new home construction levels, and
strong demand from repair and remodelling activity. The price variance resulted in an increase in earnings before tax and
Adjusted EBITDA of $1,715 million compared to 2020.
Shipment volumes were lower for SPF and SYP in 2021 than in 2020. SPF shipment volumes were lower in 2021 due
primarily to disruptions to rail and truck services due to wildfires in B.C. in the third quarter and severe weather and
flooding in B.C. in the fourth quarter. This decrease in shipment volume was offset in part by improvements in product
demand compared to 2020, which was impacted by COVID-19 related market conditions. SYP shipment volumes were
lower in 2021 due primarily to disruptions to supply chain activity due to extreme winter weather conditions in the U.S.
South in the first quarter and reduced production discussed further in the section below. The volume variance resulted in
a decrease in earnings before tax and Adjusted EBITDA of $100 million compared to the previous year.
16
SPF Sales by Destination
U.S.
Canada
China
Other
Total
2021
2020
MMfbm
2,098
753
189
136
3,176
%
66
24
6
4
MMfbm
1,975
678
419
142
3,214
%
61
21
14
4
We ship SPF to several export markets, while our SYP sales are almost entirely in the U.S. The proportion of shipments of
SPF to China in 2021 was lower compared to 2020 due primarily to pricing differentials between the North America and
overseas markets.
2021 wood chip and other residual sales were higher than 2020 due to higher pricing as the pricing formula follows the
NBSK price, which increased in 2021, offset in part by decreases in SPF and SYP chip production. Chip production
decreased in line with lumber production year over year.
Costs and Production
SPF production volumes were comparable between 2021 and 2020. 2021 production volumes were impacted by
reductions in operating schedules at our B.C. SPF operations in response to disruptions to rail and truck services due to
wildfires, flooding, and other severe weather, whereas 2020 production volumes were impacted by temporary
production curtailments in response to COVID-19.
SYP production volumes decreased in 2021 compared to 2020 due to log shortages in certain operating areas in the
second half of the year, market-related downtime in the third quarter, and the impact of extreme winter conditions in the
U.S. South in the first quarter. These factors were partially offset by increases in production from removing temporary
production curtailments in place in 2020 in response to COVID-19.
Costs of products sold were higher in 2021 compared to 2020 due to increased raw materials and manufacturing costs
offset by decreases in shipment volumes.
SPF stumpage costs tied to the price of lumber increased significantly year over year. Most of our SPF log requirements
are harvested from crown lands owned by the B.C. or Alberta provincial governments. B.C.’s stumpage system is tied to
published lumber prices, with a time lag, and publicly auctioned timber harvesting rights. Alberta’s stumpage system is
correlated to published lumber prices with a shorter time lag. B.C. fibre shortages, which increased competition for logs
available through the B.C. Timber Sales log market, also increased B.C. SPF purchase log costs. Lumber results were also
adversely impacted by the strengthening of the Canadian dollar compared to 2020. This increased the U.S. dollar
equivalent of our SPF manufacturing and input costs, which are primarily incurred in Canadian dollars.
SYP log costs increased in 2021, but to a lesser degree than SPF log costs. Log supply was impacted by wet weather and
supply chain disruptions. Compared to 2020, our U.S. South SYP operations had higher costs due primarily to input cost
inflation and increased employee costs, including costs associated with managing through COVID-19 impacts and
temporary curtailments.
Freight and other distribution costs generally increased in 2021 compared to 2020 as the transportation network adjusted
to the post-COVID-19 demand levels. Higher costs resulted from truck and driver shortages in the U.S., and costs were
also adversely impacted by transportation issues related to the wildfires and flooding in B.C. These increases were offset
in part by reduced shipment volumes, including lower shipments to Asia.
Export duties for 2021 were higher than 2020. Export duties for 2021 are net of a $55 million recovery related to the
USDOC finalization of the AR2 duty rates. In contrast, export duties for 2020 are net of a $95 million recovery related to
the USDOC finalization of the AR1 duty rates. The effective duty expense for the period, as disclosed in the section
“Softwood Lumber Dispute” below, was $201 million compared to $152 million in 2020. The increase in effective export
duty expense was due to a higher value and volume of sales to the U.S.
Amortization expense and finance expense for 2021 were comparable to the prior year.
17
Selling, general, and administration costs increased compared to 2020 due primarily to higher salaries and wages as a
result of tightening labour markets. The strengthening of the Canadian dollar compared to 2020 also increased the U.S.
dollar equivalent of salaries and wages and administration costs incurred in Canadian dollars.
Fluctuations in other income compared to 2020 were mostly due to foreign exchange revaluations on our Canadian
operation’s Canadian dollar monetary assets and liabilities.
Earnings before tax for the Lumber Segment increased by $1,025 million compared to 2020 due to the reasons explained
above.
Adjusted EBITDA for the Lumber Segment increased by $1,034 million compared to 2020. The following table shows the
Adjusted EBITDA variance for the period.
Adjusted EBITDA ($ millions)
Adjusted EBITDA - comparative period
Price
Volume
Changes in export duties
Changes in costs
Other
Adjusted EBITDA - current period
Softwood Lumber Dispute
YTD-20 to YTD-21
939
$
1,715
(100)
(89)
(447)
(45)
1,973
$
On November 25, 2016, a coalition of U.S. lumber producers petitioned the USDOC and the USITC to investigate alleged
subsidies to Canadian softwood lumber producers and levy CVD and ADD duties against Canadian softwood lumber
imports. The USDOC chose us as a “mandatory respondent” to both the countervailing and antidumping investigations,
and as a result, we have received unique company-specific rates.
Developments in CVD and ADD rates
We began paying CVD and ADD duties in 2017 based on the USDOC’s determination of duties payable. The CVD and ADD
cash deposit rates are updated based on the USDOC’s AR for each POI, as summarized in the tables below. Following
year-end, the USDOC amended the CVD cash deposit rate for ministerial errors from 5.06% to 5.08%, effective January
10, 2022.
The USDOC finalized the CVD and ADD duty expense rates for the AR1 and AR2 POIs in 2020 and 2021 respectively, as
summarized in the tables below. Finalization of administrative reviews relating to active POIs are expected approximately
two years after the POI in question.
AR3 (POI January 1 to December 31, 2020) commenced in April 2021, and the rates are expected to be finalized in August
2022. AR4 (POI January 1 to December 31, 2021) is expected to commence in 2022 with the results finalized in 2023. We
have been selected as a mandatory respondent for AR3, which will result in West Fraser continuing to be subject to a
company-specific rate.
On January 31, 2022, the USDOC released the preliminary results from AR3 POI covering the 2020 calendar year, which
indicated a rate of 8.46% for CVD and 4.63% for ADD for West Fraser. The duty rates are subject to an appeal process,
and we will record an adjustment once the rates are finalized. If the AR3 rates were to be confirmed, it would result in a
U.S. dollar recovery of $43 million for the POI covered by AR3. This adjustment would be in addition to the amounts
already recorded on our balance sheet. If these rates are finalized, our combined cash deposit rate would be revised to
13.09%.
The respective Cash Deposit Rates, the AR POI Final Rate, and the West Fraser Estimated ADD Rate for each period are as
follows:
18
Effective dates for CVD
AR1 POI
April 28, 2017 - August 24, 20171
August 25, 2017 - December 27, 20171
December 28, 2017 - December 31, 20172
January 1, 2018 - December 31, 2018
AR2 POI
January 1, 2019 - December 31, 2019
AR3 POI
January 1, 2020 - November 30, 2020
December 1, 2020 - December 31, 20204
AR4 POI
January 1, 2021 - December 1, 2021
December 2, 2021 - December 31, 20218
Cash Deposit
Rate
AR POI Final
Rate
24.12 %
—
17.99 %
17.99 %
6.76 % 3
—
6.76 % 3
7.57 % 3
17.99 %
5.08 % 5
17.99 %
7.57 %
7.57 %
5.06 %
n/a 6
n/a 6
n/a 7
n/a 7
1.
2.
3.
4.
5.
6.
7.
8.
On April 24, 2017, the USDOC issued its preliminary rate in the CVD investigation. The requirement that we make cash deposits for CVD was
suspended on August 24, 2017, until the USDOC published the Revised Rate.
On December 4, 2017, the USDOC revised our CVD Cash Deposit Rate effective December 28, 2017.
On February 3, 2020, the USDOC issued a preliminary CVD rate and, on November 24, 2020, a final CVD rate for the AR1 POI. This table only
reflects the final rate.
On November 24, 2020, the USDOC revised our CVD Cash Deposit Rate effective December 1, 2020.
On May 20, 2021, the USDOC issued a preliminary CVD rate and, on November 24, 2021, a final CVD rate for the AR2 POI. Following year-end, the
USDOC amended the final CVD rate for the AR2 POI from 5.06% to 5.08% for ministerial errors. This table only reflects the final rate.
The CVD rate for the AR3 POI will be adjusted when AR3 is complete, and the USDOC finalizes the rate, which is not expected until 2022.
The CVD rate for the AR4 POI will be adjusted when AR4 is complete, and the USDOC finalizes the rate, which is not expected until 2023.
On November 24, 2021, the USDOC revised our CVD Cash Deposit Rate effective December 2, 2021. Following year-end, the USDOC amended the
CVD cash deposit rate for ministerial errors from 5.06% to 5.08%, effective January 10, 2022.
Effective dates for ADD
AR1 POI
June 30, 2017 - December 3, 20171
December 4, 2017 - December 31, 20172
January 1, 2018 - December 31, 2018
AR2 POI
January 1, 2019 - December 31, 2019
AR3 POI
January 1, 2020 - November 29, 2020
November 30, 2020 - December 31, 20204
AR4 POI
January 1, 2021 - December 1, 2021
December 2, 2021 - December 31, 20218
Cash Deposit
Rate
AR POI Final
Rate
West Fraser
Estimated
Rate
6.76 %
5.57 %
5.57 %
1.40 % 3
1.40 % 3
1.40 % 3
1.46 %
1.46 %
1.46 %
5.57 %
6.06 % 5
4.65 %
5.57 %
1.40 %
1.40 %
6.06 %
n/a 6
n/a 6
n/a 7
n/a 7
3.40 %
3.40 %
6.80 %
6.80 %
1.
2.
3.
4.
5.
6.
7.
8.
On June 26, 2017, the USDOC issued its preliminary rate in the ADD investigation effective June 30, 2017.
On December 4, 2017, the USDOC revised our ADD Cash Deposit Rate effective December 4, 2017.
On February 3, 2020, the USDOC issued a preliminary ADD Rate and, on November 24, 2020, a final ADD rate for the AR1 POI. This table only
reflects the final rate.
On November 24, 2020, the USDOC revised our ADD Cash Deposit Rate effective November 30, 2020.
On May 20, 2021, the USDOC issued a preliminary ADD rate and, on November 24, 2021, a final ADD rate for the AR2 POI. This table only reflects
the final rate.
The ADD rate for the AR3 POI will be adjusted when AR3 is complete, and the USDOC finalizes the rate, which is not expected until 2022.
The ADD rate for the AR4 POI will be adjusted when AR4 is complete, and the USDOC finalizes the rate, which is not expected until 2023.
On November 24, 2021, the USDOC revised our ADD Cash Deposit Rate effective December 2, 2021.
Accounting policy for duties
The CVD and ADD rates apply retroactively for each POI. We record CVD as export duty expense at the cash deposit rate
until an AR finalizes a new applicable rate for each POI. We record ADD as export duty expense by estimating the rate to
be applied for each POI by using our actual results and the same calculation methodology as the USDOC and adjust when
an AR finalizes a new applicable rate for each POI. The difference between the cash deposits and export duty expense is
recorded on our balance sheet as export duty deposits receivable or other liabilities as applicable, along with any
adjustments to finalized rates.
19
The difference between the cash deposit amount and the amount that would have been due based on the final AR rate
will incur interest based on the U.S. federally published interest rate. We record interest income on our duty deposits
receivable, net of any interest expense on our duty deposits payable, based on this rate.
Impact on results
The following table reconciles our cash deposits paid during the period to the amount recorded in our consolidated
statement of earnings:
($ millions)
Cash deposits paid1
Adjust to West Fraser Estimated ADD rate2
Effective duty expense for period3
Duty recovery attributable to AR14
Duty recovery attributable to AR25
Duty expense
Interest income on duty deposits attributable to West Fraser
Estimated rate adjustments
Interest income on the AR1 and AR2 duty deposits receivable
Interest income on duty deposits
2021
2020
(132) $
(69)
(201)
—
55
(146)
2
7
9 $
(161)
9
(152)
95
—
(57)
2
11
13
$
$
1.
2.
3.
4.
5.
Represents combined CVD and ADD cash deposit rate of 23.56% from January 1, 2020 to November 29, 2020, 19.39% on November 30, 2020,
8.97% from December 1, 2020 to December 1, 2021, and 11.12% from December 2, 2021 to December 31, 2021.
Represents adjustment to West Fraser Estimated ADD rate of 6.80% for 2021 and 3.40% for 2020.
The total represents the combined CVD cash deposit rate and West Fraser Estimated ADD rate of 21.39% from January 1 to November 30, 2020,
10.97% from December 1 to December 31, 2020, 14.37% for January 1 to December 1, 2021, and 11.86% for December 2 to December 31, 2021.
$95 million represents the duty recovery attributable to the finalization of AR1 duty rates for the 2017 and 2018 POI.
$55 million represents the duty recovery attributable to the finalization of AR2 duty rates for the 2019 POI.
As at December 31, 2021, export duties paid and payable on deposit with the USDOC were $662 million.
Appeals
On May 22, 2020, the North American Free Trade Agreement (“NAFTA”) panel issued its final decision on “Injury”. The
NAFTA panel rejected the Canadian parties’ arguments and upheld the USITC’s remand determination in its entirety.
On August 28, 2020, the World Trade Organization’s (“WTO”) dispute-resolution panel ruled unanimously that U.S.
countervailing duties against Canadian softwood lumber are inconsistent with the WTO obligations of the United States.
The decision confirmed that Canada does not subsidize its softwood lumber industry. On September 28, 2020, the U.S.
announced that it would appeal the WTO panel’s decision.
The softwood lumber case will continue to be subject to NAFTA or the new Canada-United States-Mexico Agreement
(“CUSMA”) and WTO dispute resolution processes, and litigation in the U.S. In the past, long periods of litigation have led
to negotiated settlements and duty deposit refunds. In the interim, duties remain subject to the USDOC AR process,
which results in an annual adjustment of duty deposit rates.
Notwithstanding the deposit rates assigned under the investigations, our final liability for CVD and ADD will not be
determined until each annual administrative review process is complete and related appeal processes are concluded.
20
North America Engineered Wood Products Segment
($ millions unless otherwise indicated)
NA EWP Segment Earnings
Sales
OSB
Plywood, LVL and MDF
Wood chips, logs and other
Cost of products sold
Freight and other distribution costs
Amortization
Selling, general and administration
Operating earnings
Finance expense
Other
Earnings before tax
Adjusted EBITDA1
Capital expenditures2
OSB (MMsf 3/8” basis)
Production
Shipments
Plywood (MMsf 3/8” basis)
Production
Shipments
MDF (MMsf 3/4” basis)
Production
Shipments
LVL (Mcf)
Production
Shipments
2021
2020
$
$
$
3,450 $
796
27
4,273
(1,521)
(262)
(289)
(76)
2,125
(3)
(1)
2,121 $
2,414 $
424
5,654
5,674
763
756
227
228
2,439
2,416
—
458
16
474
(303)
(42)
(13)
(22)
94
(4)
5
95
107
10
—
—
762
761
209
206
1,948
2,021
1.
2.
This is a non-GAAP financial measure. Refer to the “Non-GAAP and Other Specified Financial Measures” section of this document for more
information on this measure. 2021 Adjusted EBITDA was decreased by a one-time charge of $86 million related to inventory purchase price
accounting.
Includes $276 million relating to the acquisition of the idled OSB mill near Allendale, South Carolina.
Our NA EWP segment includes our North American OSB, plywood, MDF, and LVL operations. Our operations and financial
results up to February 1, 2021 only reflect activities associated with West Fraser’s Panels segment without incorporating
the pre-February 1, 2021 North American operations and results of Norbord. Subsequent to February 1, 2021, our
operations and financial results reflect the consolidated activities and operations of West Fraser and Norbord, including
incorporating the North American operations of Norbord into our NA EWP segment.
Our Adjusted EBITDA analysis reports OSB as one line, and the variances reported only represent changes for plywood,
MDF, and LVL.
Sales and Shipments
Sales increased in 2021 compared to 2020 due primarily to the addition of our OSB operations from the date of the
Norbord Acquisition and higher pricing for plywood, MDF, and LVL products in the current year.
Our plywood production is sold primarily into Canada, and Canadian housing starts and the repair and remodelling
market improved in the current year. Demand for MDF and LVL also recovered from COVID-19 related economic impacts
in 2020. The price variance for plywood, MDF, and LVL products increased earnings before tax and adjusted EBITDA by
$310 million compared to 2020.
21
Plywood shipment volumes were comparable to prior year. The 2020 volumes were impacted by temporary production
curtailments from COVID-19 related market conditions in the spring of 2020 and the 2021 volumes were impacted by the
weather-related railcar shortages. Substantially all of our plywood product is shipped eastward to Ontario and Quebec
and southward to the U.S. As such, 2021 shipment volumes were not impacted materially by wildfires and severe
weather and flooding in B.C., which primarily disrupted rail links and trucking between the B.C. interior and Lower
Mainland.
Shipment volumes for our other panel products, in particular LVL, increased compared to the prior year as demand for
these products increased due to improved demand from new home construction and repair and remodelling.
The shipment volume variance for plywood, MDF, and LVL products increased earnings before tax and adjusted EBITDA
by $9 million compared to 2020.
Costs and Production
Production for plywood, MDF, and LVL products increased compared to 2020. Plywood production in 2020 was partially
curtailed in the first half of 2020 in response to COVID-19 related market conditions. MDF and LVL production schedules
were also reduced in 2020 to match demand. Production volumes increased as demand for these products recovered
from COVID-19 related economic impacts in the prior year.
All of our operating expenses increased due to the addition of our OSB operations.
Purchase price accounting increased our OSB cost of products sold by $86 million and increased our amortization expense
compared to pre-acquisition levels. Accounting standards require acquired inventory to be valued at fair value, which is
represented by the estimated selling price, less the sum of (a) selling costs and (b) a reasonable profit allowance for the
completing and selling effort, based on the profit for similar finished goods. Property, plant, and equipment assets were
valued at depreciated replacement cost to represent fair value. The customer relationship intangible asset related to our
North America operations will be amortized over 10 years and is based on a valuation model prepared by an independent
valuation firm.
Plywood, MDF and LVL costs of products sold trended with shipment volume changes. Compared to 2020, their
manufacturing costs were negatively impacted by increased wood costs in B.C. and Alberta, a stronger Canadian dollar
relative to the U.S. dollar during the year, and higher additive and energy costs.
B.C. and Alberta stumpage costs increased due to higher fees tied to published product prices as discussed in the Lumber
Segment, and B.C. purchased log costs increased due to fibre shortages.
A stronger Canadian dollar relative to the U.S. dollar during 2021 increased the U.S. dollar equivalent of our
manufacturing and input costs at our Canadian locations, which are primarily incurred in Canadian dollars.
Freight and other distribution costs generally increased in 2021 compared to 2020 as the transportation network adjusted
to the post-COVID demand levels. Higher costs also resulted from transportation issues related to the 2021 wildfires and
flooding in B.C.
Selling, general, and administration costs increased compared to 2020 due primarily to the addition of OSB. The plywood,
MDF, and LVL operations were also impacted by a stronger Canadian dollar relative to the U.S. dollar on administration
costs incurred in Canadian dollars.
Finance expense and other income were comparable compared to 2020.
Earnings before tax for the NA EWP Segment increased by $2,026 million compared to 2020 primarily due to the addition
of our OSB operations from the date of the Norbord Acquisition and the reasons explained above.
22
Adjusted EBITDA for the NA EWP Segment increased by $2,307 million compared to 2020. The following table shows the
Adjusted EBITDA variance for the period. Our Adjusted EBITDA analysis reports OSB as one line, and the variances
reported only represent changes for plywood, MDF, and LVL.
Adjusted EBITDA ($ millions)
Adjusted EBITDA - comparative period
Price
OSB Adjusted EBITDA since the date of the Norbord Acquisition1
Volume
Changes in costs
Other
Adjusted EBITDA - current period
YTD-20 to YTD-21
$
$
107
310
2,089
9
(99)
(2)
2,414
1.
OSB Adjusted EBITDA since the date of the Norbord Acquisition is calculated as earnings determined for our North American OSB operations
adding back: finance expense, tax provision or recovery, amortization, equity-based compensation, restructuring and impairment charges, and
other.
Pulp & Paper Segment
($ millions unless otherwise indicated)
Pulp & Paper Segment Earnings
Sales
Cost of products sold
Freight and other distribution costs
Amortization
Selling, general and administration
Operating earnings
Finance expense
Other
Earnings before tax
Adjusted EBITDA1
Capital expenditures
BCTMP (Mtonnes)
Production
Shipments
NBSK (Mtonnes)
Production
Shipments
Newsprint (Mtonnes)
Production
Shipments
2021
2020
$
727 $
$
$
(541)
(137)
(34)
(34)
(19)
(5)
2
(22) $
15 $
35
623
614
428
419
113
113
648
(490)
(126)
(31)
(33)
(32)
(6)
(8)
(46)
(1)
19
662
667
462
465
105
109
1.
This is a non-GAAP financial measure. Refer to the “Non-GAAP and Other Specified Financial Measures” section of this document for more
information on this measure.
The pulp & paper segment includes our NBSK, BCTMP and newsprint operations.
Sales and Shipments
Sales increased compared to 2020 due to higher BCTMP and NBSK pricing, offset in part by lower pulp shipment volumes.
Despite a period of softer demand from China in the third quarter, overall demand for our pulp products increased in
2021, which positively affected pulp pricing.
2021 pulp shipments were lower than prior year as a result of reduced production and disruptions to rail and truck
services due to wildfires and severe weather and flooding in B.C.
23
Newsprint pricing and shipment volumes remained comparable to prior year.
The price variance resulted in an increase in earnings before tax and adjusted EBITDA of $132 million compared to 2020,
and the volume variance resulted in a decrease in earnings before tax and adjusted EBITDA of $12 million compared to
2020.
Costs and Production
BCTMP and NBSK production volumes decreased compared to 2020.
BCTMP and NBSK production volumes, which are mostly destined for Asian markets, were significantly reduced in the
fourth quarter of 2021 in response to the inability to transport products to or from the Lower Mainland and congestion at
the ports that resulted from severe weather and flooding in B.C. The flooding blocked three of B.C.’s major highways and
multiple rail lines for several weeks and the resulting backlog at the port has continued to impact export shipments into
2022.
NBSK production volumes were also impacted by planned and unplanned maintenance for our Cariboo and Hinton NBSK
mills during the year. 2020 production was adversely impacted, although not to the same extent, by the temporary
shutdown of our Cariboo NBSK pulp mill in 2020 in response to low fibre availability and to complete planned
maintenance.
Newsprint production volumes were comparable to 2020.
Costs of products sold increased compared to 2020 due primarily to higher fibre costs, as chips used in the production of
NBSK are tied to NBSK pricing, higher maintenance cost spending, and increased energy costs. Partially offsetting this
impact was the reduction in shipment volumes.
Freight and other distribution costs increased in 2021, despite lower shipment volumes, due to international supply chain
challenges as the transportation network adjusted to post-COVID demand levels in addition to increased trucking costs as
rail service was impacted by B.C. wildfires in the third quarter of 2021 and all transportation methods by the flooding in
B.C. in the fourth quarter of 2021.
Amortization, selling, general, and administration costs, and finance expense were comparable to prior year. Other for
2020 was negatively impacted by an accrual for a power purchase dispute.
Earnings before tax for the Pulp & Paper Segment increased by $24 million compared to 2020 due to the reasons
explained above.
Adjusted EBITDA for the Pulp & Paper Segment increased by $16 million compared to 2020. The following table shows the
Adjusted EBITDA variance for the period.
Adjusted EBITDA ($ millions)
Adjusted EBITDA - comparative period
Price
Volume
Changes in costs
Other
Adjusted EBITDA - current period
YTD-20 to YTD-21
(1)
$
132
(12)
(93)
(11)
15
$
24
Europe Engineered Wood Products Segment
($ millions unless otherwise indicated)
Europe EWP Segment Earnings
Sales
Cost of products sold
Freight and other distribution costs
Amortization
Selling, general and administration
Operating earnings
Finance expense
Earnings before tax
Adjusted EBITDA1
Capital expenditures
OSB (MMsf 3/8” basis)
Production
Shipments
MDF (MMsf 3/8” basis)
Production
Shipments
Particleboard (MMsf 3/8” basis)
Production
Shipments
2021
2020
$
$
$
723 $
(457)
(43)
(88)
(22)
113
(1)
112 $
201 $
28
1,035
1,010
299
306
494
464
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1.
This is a non-GAAP financial measure. Refer to the “Non-GAAP and Other Specified Financial Measures” section of this document for more
information on this measure. 2021 Adjusted EBITDA was decreased by a one-time charge of $7 million related to inventory purchase price
accounting.
Our Europe EWP segment includes our U.K. and Belgium OSB, MDF, and particleboard operations effective from the
February 1, 2021, acquisition date. This segment is new to our company for 2021 so we do not have comparative data in
our results for 2020.
Sales prices for the OSB, MDF and particleboard in the European operations tend to be more stable than those in the
North American market due to longer-term customer contract pricing. As such, the price increase realized in 2021 was
not as high as in North America but was significant to the Europe segment results. Resin costs continued to increase
throughout 2021 for these products.
Purchase price accounting increased our Europe EWP cost of products sold by $7 million and increased amortization
expense compared to pre-acquisition levels. These accounting standards require acquired inventory to be valued at fair
value, which is represented by the estimated selling price, less the sum of (a) selling costs and (b) a reasonable profit
allowance for the completing and selling effort, based on the profit for similar finished goods. Property, plant, and
equipment assets were valued at depreciated replacement cost to represent fair value. The customer relationship
intangible asset related to our European operations will be amortized over 10 years and is based on a valuation model
prepared by an independent valuation firm.
Discussion & Analysis of Non-Operational Items
Selling, general and administration
Corporate & Other selling, general and administration expense increased compared to prior year due to acquisition costs
associated with the Norbord Acquisition, higher salaries and wages, including costs relating to our OSB corporate team,
higher professional fees, and additional costs relating to IT integration. Selling, general and administration expenses
related to our operating segments are discussed under “Discussion & Analysis of Annual Results by Product Segment”.
Equity-based compensation
25
Our equity-based compensation includes our share purchase option, phantom share unit, and deferred share unit plans
(collectively, the “Plans”), all of which had been partially hedged by an equity derivative contract. The equity derivative
matured in December 2021 and was closed out. Our Plans and our equity derivative contract are fair valued at each
period-end, and the resulting expense or recovery is recorded over the vesting period.
The Plans include those equity-based plans assumed from Norbord as part of the Norbord Acquisition. The assumed
Norbord share purchase option plans (“Assumed Option Plans”) were fair valued at the Norbord Acquisition date. From
February 1 to April 20, 2021, the Assumed Option Plans were accounted for as equity-settled plans. On April 20, 2021, our
board of directors approved a change to allow the Assumed Option Plans holders the right to elect to receive a cash
payment in lieu of exercising an option to purchase Common shares. The change required us to fair value the Assumed
Option Plan on April 20, 2021 and convert from equity-based accounting to cash-settled accounting for the Assumed
Option Plans. Cash-settled accounting is consistent with the West Fraser option plan. Any changes in fair value from April
20, 2021 onwards will result in an expense or recovery over the vesting period in the same manner as the rest of our
Plans. This change to the Assumed Option Plans did not in any way affect the value of the instruments to the holders.
Our valuation models consider various factors, with the most significant being the change in the market value of our
shares from the beginning to the end of the relevant period. The expense or recovery does not necessarily represent the
value that the holders of options and units will ultimately receive.
Equity-based compensation expense increased compared to prior year due to the impacts of the Assumed Option Plans
and the increase in our share price during 2021.
Finance expense
Finance expense for 2021 was net of $9 million of interest income (2020 - $13 million) related to duty deposits receivable.
Additional information regarding the interest income on duty deposits receivable is disclosed under “Discussion &
Analysis of Annual Results by Product Segment - Lumber Segment - Softwood Lumber Dispute”. Finance expense
excluding the interest income related to export duty deposits was $54 million, which was $14 million higher than in 2020.
Finance expense was higher due to the additional interest incurred on the Norbord Notes for the two months between
the Norbord Acquisition and redemption of the notes, the additional make-whole premium paid to redeem the Norbord
Notes, and the write-off of deferred financing costs related to prior credit facilities that were extinguished upon the
execution of our $1 billion revolving credit facility.
Other
Effective February 1, 2021, our Canadian operations functional currency changed from Canadian dollars to U.S. dollars.
From that date forward, any change in the value of the USD relative to the value of the CAD results in the revaluation of
our CAD-denominated monetary assets and liabilities. The currency revaluations are recorded in other.
At the same time, we retroactively changed our reporting currency from Canadian dollars to U.S. dollars. The change of
reporting currency resulted in a currency remeasurement of prior period results. Revenues and expenses for the year
ended December 31, 2020 were translated into U.S. dollars at the average exchange rate, with no adjustments to the
measurement of or accounting for previously reported results. Additional details on West Fraser’s conversion to U.S.
dollars can be found under the title “Change in Functional and Reporting Currency.”
Other expense of $5 million was recorded for our Corporate segment in 2021 compared to an expense of $9 million in
2020. In 2021, we entered into annuity purchase agreements to settle $215 million of our defined benefit obligations by
purchasing annuities using our plan assets. These agreements transferred the pension obligations of retired employees
under certain pension plans to financial institutions. The difference between the cost of the annuity purchase and the
liabilities held for these pension plans is reflected as a settlement cost of $12 million recorded under Other. This was
offset in part by mark-to-market gains on our interest rate swap contracts.
The other expense in 2020 related primarily to foreign exchange losses and mark-to-market losses on our interest rate
swap contracts.
Other related to our operating segments are discussed under “Discussion & Analysis of Annual Results by Product
Segment”.
26
Income tax
We recorded an income tax expense in 2021 of $951 million compared to $202 million in 2020. The effective tax rate was
24% compared to 26% in 2020. Note 18 to the Annual Financial Statements provides a reconciliation of income taxes
calculated at the statutory rate to the income tax expense.
Other comprehensive earnings – translation of foreign operations
As part of the Norbord Acquisition, we acquired operations in the U.K. and Belgium, so any change in the value of the
British pound sterling or Euro relative to the value of the USD results in the revaluation of our European EWP operations
assets and liabilities. The revaluation of our European operations into U.S. dollars is reported in other comprehensive
earnings.
Other comprehensive earnings for 2020 included a $32 million gain relating to the translation effect due to change in
reporting currency. Additional details on West Fraser’s conversion to U.S. dollars can be found under the title “Change in
Functional and Reporting Currency.”
Other comprehensive earnings – actuarial gains/losses on retirement benefits
The funded position of our defined benefit pension plans and other retirement benefit plans is estimated at the end of
each period. The funded position, as shown in Note 13 to our Annual Financial Statements, is determined by subtracting
the value of the plan assets from the plan obligations.
In 2021, we recorded in other comprehensive earnings an after-tax actuarial gain of $153 million (2020 - loss of $7
million). The current year gain reflected an increase in the discount rate used to calculate plan liabilities and higher
returns on plan assets.
FOURTH QUARTER RESULTS
Summary Fourth Quarter Results
($ millions)
Earnings
Sales
Cost of products sold
Freight and other distribution costs
Export duties, net
Amortization
Selling, general and administration
Equity-based compensation
Operating earnings
Finance expense, net
Other
Tax provision
Earnings
Adjusted EBITDA1
27
Q4-21
Q3-21
Q4-20
$
$
$
2,038 $
(1,158)
(207)
30
(153)
(88)
(12)
450
(1)
(11)
(104)
334 $
2,358 $
(1,213)
(220)
(66)
(147)
(73)
(9)
630
(11)
5
(164)
460 $
1,294
(686)
(139)
36
(54)
(52)
(4)
395
3
(13)
(103)
282
615 $
786 $
453
1.
This is a non-GAAP financial measure. Refer to the “Non-GAAP and Other Specified Financial Measures” section of this document for more
information on this measure.
Selected Quarterly Results
($ millions, except EPS amounts which are in $)
Sales
Earnings
Basic EPS
Diluted EPS
Q4-21
Q3-21
Q2-21
Q1-21
Q4-20
Q3-20
Q2-20
Q1-20
$ 2,038 $ 2,358 $ 3,779 $ 2,343 $ 1,294 $ 1,268 $
334
3.13
3.13
460
4.20
4.20
1,488
12.32
12.32
665
6.96
6.96
282
4.09
4.09
262
3.82
3.82
921 $
35
0.51
0.51
890
9
0.13
(0.09)
Earnings generally trended up in 2020 primarily due to increased pricing for our products as demand recovered from the
impacts of COVID-19 throughout the year. The Norbord Acquisition led to incorporation of additional sales and earnings
from our North America and Europe OSB operations, which are reflected in our 2021 results from February 1, 2021
onwards. Pricing for our products reached record highs in Q2-21 before moderating in Q3-21. Although pricing partially
recovered in Q4-21, our Q4-21 results were impacted by disruptions to shipments of our Canadian lumber and pulp
products as a result of severe weather and flooding in B.C. Western Canada log costs, particularly in B.C., increased
significantly over the two years, offsetting some of the pricing gains.
28
Discussion & Analysis of Fourth Quarter Results by Product Segment
Lumber Segment
($ millions unless otherwise indicated)
Lumber segment earnings
Sales
Lumber
Wood chips and other residuals
Logs and other
Cost of products sold
Freight and other distribution costs
Export duties, net
Amortization
Selling, general and administration
Operating earnings
Finance expense, net
Other
Earnings before tax
Adjusted EBITDA1, 2
SPF (MMfbm)
Production
Shipments
SYP (MMfbm)
Production
Shipments
Q4-21
Q3-21
Q4-20
$
$
$
796 $
70
22
888
(546)
(93)
30
(45)
(39)
195
1
(2)
194 $
788 $
69
26
883
(586)
(102)
(66)
(41)
(36)
52
(8)
7
51 $
915
69
26
1,010
(487)
(97)
36
(40)
(37)
385
6
(8)
383
240 $
93 $
425
720
673
659
632
758
805
643
698
810
840
692
711
1.
2.
This is a non-GAAP financial measure. Refer to the “Non-GAAP and Other Specified Financial Measures” section of this document for more
information on this measure. Q4 2021 Adjusted EBITDA was decreased by a one-time charge of $2 million related to inventory purchase price
accounting.
Effective January 1, 2021, and for all comparative periods, export duties are no longer excluded from the definition of Adjusted EBITDA.
Sales and Shipments
Lumber sales for the fourth quarter were impacted by lower shipments and higher product pricing. Lumber sales were
higher than the previous quarter as higher product pricing more than offset lower shipment volumes. Lumber sales were
lower than Q4-20 as product pricing was modestly higher and did not offset lower shipment volumes.
Shipment volumes were lower for both SPF and SYP in Q4-21 compared to the comparative quarters. SPF shipment
volumes were lower in Q4-21 as severe weather and flooding in B.C. disrupted rail and truck services. This disruption was
more severe than those relating to wildfires in the third quarter as the flooding blocked three of B.C.’s major highways
and multiple rail lines for several weeks, whereas certain highway routes were still open to trucking during the wildfires.
No significant transportation disruptions impacted Q4-20, and shipment volumes in Q4-20 were higher as shipments
recovered from intermittent rail services issues in previous periods.
SYP shipment volumes trended lower in Q4-21. SYP production exceeded shipments in Q4-21, offsetting a drawdown in
SYP inventory in Q3-21 as we over shipped production as demand for lumber improved. Shipment volumes decreased
compared to Q4-20 due to reduced production levels, discussed further in the section below.
The volume variance resulted in a decrease in earnings before tax and Adjusted EBITDA of $38 million compared to the
previous quarter and a decrease of $64 million compared to the fourth quarter of 2020.
Fourth-quarter lumber pricing was higher than Q3-21 and was also higher, although to a lesser extent, than Q4-20.
Lumber supply and demand industry fundamentals tightened through the fourth quarter, which we believe was due to
relatively low inventory volumes in the supply chain as a result of transportation and logistics disruptions, improved new
home construction levels, and strong demand from repair and remodelling activity.
29
The price variance resulted in an increase in earnings before tax and Adjusted EBITDA of $130 million compared to the
previous quarter and an increase of $30 million compared to the fourth quarter of 2020.
SPF Sales by Destination
U.S.
Canada
China
Other
Q4-21
Q3-21
Q4-20
MMfbm
461
128
60
24
673
%
68 %
19 %
9 %
4 %
MMfbm
548
204
23
30
805
%
68 %
25 %
3 %
4 %
MMfbm
567
177
64
32
840
%
67 %
21 %
8 %
4 %
We ship SPF to several export markets, while our SYP sales are almost entirely within the U.S. The relative proportion of
shipments of SPF to China was higher compared to the previous quarter due to changes in pricing differentials between
the North American and overseas markets. The relative proportion of shipments of SPF to China in Q4 2021 was
comparable to the fourth quarter of 2020.
Wood chip and other residual sales in Q4-21 were consistent with both comparative quarters.
Costs and Production
SPF production volumes decreased versus comparable quarters due to reductions in operating schedules at our B.C. SPF
operations in response to disruptions to rail and truck services caused by severe weather and flooding in B.C. in Q4-21.
The decrease in production compared to Q4-20 is more significant than the decrease compared to Q3-21 as production in
Q3-21 was impacted by reductions in operating schedules caused by wildfires in B.C.
SYP production was higher compared to the Q3-21 but lower compared to Q4-20. Production increased compared to the
previous quarter as Q3-21 production was impacted by temporary market-related production curtailments and due to
incremental production from the December 1, 2021 acquisition of the Angelina Forest Products lumber mill in Lufkin,
Texas. Q4-21 production was lower compared to Q4-20 as production was adversely impacted by log shortages in certain
operating areas, supply chain disruptions impacting procurement of certain manufacturing inputs, and COVID-19 impacts
on the workforce.
Costs of products sold were lower than the previous quarter due primarily to lower shipment volumes offset in part by
higher SPF and SYP log costs. Costs of products sold were higher as compared to the fourth quarter of 2020 due to
increases in SPF and SYP log costs and manufacturing costs, offset in part by lower shipment volumes.
SPF log costs increased versus comparable quarters due to increased stumpage rates in B.C. and Alberta and purchased
log costs in B.C. Both the third and fourth quarter of 2021 were negatively impacted by the B.C. SPF stumpage costs tied
to the price of lumber, which with the time lag, increased as a result of high lumber prices in Q2-21. Fibre shortages in
B.C. have increased competition and pricing for logs available through the B.C. Timber Sales log market. Q4-21 lumber
results were also adversely impacted by the strengthening of the Canadian dollar compared to Q4-20. This increased the
U.S. dollar equivalent of our SPF manufacturing and input costs, which are primarily incurred in Canadian dollars.
SYP log costs trended higher in the fourth quarter of 2021 compared to both comparative periods due to increased
competition for logs as sawmill production increased in the region. The U.S. South continued to have higher input costs in
the quarter due to inflation and increased employee costs associated with managing through COVID-19.
Freight and other distribution costs were lower compared to the previous quarter due to lower shipment volumes. The
severe flooding in B.C. impacted volume as main highways and rail lines were closed for several weeks and the ports
congested, making it challenging to move any of our products through B.C. Freight and other distribution costs generally
30
increased in 2021 compared to 2020 as the transportation network adjusted to the post-COVID-19 demand levels,
resulting in truck and driver shortages in the U.S.
An export duty recovery was recorded for the fourth quarter of 2021 compared to an export duty expense in the previous
quarter as the Q4-21 balance is net of a recovery of $55 million related to the USDOC finalization of the AR2 duty rates.
Further, as disclosed in the table below, the effective duty expense for the period was $25 million compared to $66
million in Q3-21. The decrease in effective export duty expense was due to lower volumes shipped to the U.S. in Q4-21,
which more than offset increased pricing.
Export duty recovery for the fourth quarter of 2021 was lower than the fourth quarter of 2020. Export duties for 2021
were net of a recovery of $55 million related to the USDOC finalization of the AR2 duty rates, whereas export duties for
2020 were net of a $95 million recovery related to the USDOC finalization of the AR1 duty rates. As disclosed in the table
below, the effective duty expense for the period was $25 million compared to $59 million in Q4-20. The decrease in
effective export duty expense was due to lower estimated rates and a lower volume of softwood lumber shipped to the
U.S. in Q4-21 compared to Q4-20, which more than offset increased pricing.
The following table reconciles our cash deposits paid during the period to the amount recorded in our earnings
statement:
Duty impact on earnings ($ millions)
Cash deposits paid1
Adjust to West Fraser Estimated ADD rate2
Effective duty expense for period3
Duty recovery attributable to AR14
Duty recovery attributable to AR25
Duty recovery (expense)
Interest income on duty deposits attributable to West Fraser Estimated rate
adjustments
Interest income on the AR1 and AR2 duty deposits receivable
Interest income on duty deposits
Q4-21
Q3-21
Q4-20
$
$
(20) $
(5)
(25)
—
55
30
1
6
7 $
(27) $
(39)
(66)
—
—
(66)
1
1
2 $
(54)
(5)
(59)
95
—
36
—
11
11
1.
2.
3.
4.
5.
Represents combined CVD and ADD cash deposit rate of 23.56% from January 1 to November 29, 2020, 19.39% on November 30, 2020, and 8.97%
from December 1, 2020 to December 31, 2021.
Represents adjustment to West Fraser Estimated ADD rate of 6.80% for 2021 and 3.40% for 2020.
The total represents the combined CVD cash deposit rate and West Fraser Estimated ADD rate of 21.39% from January 1 to November 30, 2020,
10.97% from December 1 to December 31, 2020, 14.37% for January 1 to December 1, 2021, and 11.86% for December 2 to December 31, 2021.
$95 million represents the duty recovery attributable to the finalization of AR1 duty rates for the 2017 and 2018 POI.
$55 million represents the duty recovery attributable to the finalization of AR2 duty rates for the 2019 POI.
Amortization expense was comparable to both prior quarter comparatives.
Selling, general and administration costs were higher than both prior quarter comparatives due primarily to higher
salaries and wages.
For the fourth quarter of 2021, a recovery was recorded in finance expense, net compared to an expense in the previous
quarter as the Q4-21 balance is net of interest income of $6 million related to AR1 and AR2 duty deposits receivable.
Q4-20 is net of interest income of $11 million related to AR1 duty deposits receivable.
Fluctuations in other income compared to both comparative quarters were mostly due to foreign exchange revaluations
on the Canadian dollar monetary assets and liabilities held by our Canadian operations.
Earnings before tax for the Lumber Segment increased by $143 million compared to the previous quarter and decreased
by $189 million compared to the fourth quarter of 2020 for the reasons explained above.
Adjusted EBITDA for the Lumber Segment increased by $147 million compared to the previous quarter and decreased by
$185 million compared to the fourth quarter of 2020. The following table shows the Adjusted EBITDA variance for the
period.
Adjusted EBITDA ($ millions)
Adjusted EBITDA - comparative period
Price
Volume
Changes in export duties
Changes in costs
Other
Adjusted EBITDA - current period
North America Engineered Wood Products Segment
($ millions unless otherwise indicated)
NA EWP Segment Earnings
Sales
OSB
Plywood, LVL and MDF
Wood chips, logs and other
Cost of products sold
Freight and other distribution costs
Amortization
Selling, general and administration
Operating earnings
Finance expense
Other
Earnings before tax
Adjusted EBITDA1
OSB (MMsf 3/8” basis)
Production
Shipments
Plywood (MMsf 3/8” basis)
Production
Shipments
MDF (MMsf 3/4” basis)
Production
Shipments
LVL (Mcf)
Production
Shipments
Q3-21 to Q4-21
31
$
$
Q4-20 to Q4-21
425
30
(64)
(6)
(125)
(20)
240
93 $
130
(38)
96
(24)
(17)
240 $
Q4-21
Q3-21
Q4-20
$
$
$
666 $
162
6
834
(398)
(72)
(73)
(21)
270
—
(5)
265 $
888 $
180
9
1,077
(375)
(70)
(73)
(20)
539
(1)
4
542 $
343 $
612 $
1,469
1,543
1,526
1,536
175
190
55
54
604
573
177
162
58
58
627
644
—
147
4
151
(86)
(11)
(4)
(6)
44
(1)
(1)
42
48
—
—
200
197
55
52
569
573
1.
This is a non-GAAP financial measure. Refer to the “Non-GAAP and Other Specified Financial Measures” section of this document for more
information on this measure.
Our NA EWP segment includes our North American OSB, plywood, MDF, and LVL operations. Our operations and financial
results up to February 1, 2021 only reflect activities associated with West Fraser’s Panels segment without incorporating
the pre-February 1, 2021 North American operations and results of Norbord. Subsequent to February 1, 2021, our
operations and financial results reflect the consolidated activities and operations of West Fraser and Norbord, including
incorporating the North American operations of Norbord into our NA EWP segment.
32
Our Adjusted EBITDA analysis that compares Q4-21 to Q3-21 includes OSB, plywood, LVL and MDF, as the OSB results
were included in both quarters. The Adjusted EBITDA analysis that compares our Q4-21 results to Q4-20 reports OSB as
one line, and the variances reported only represent changes for plywood, LVL, and MDF.
Sales and Shipments
Sales in the current quarter decreased compared to the prior quarter due primarily to lower pricing for OSB and plywood
products. Sales in the current quarter increased compared to the fourth quarter of 2020 due to the inclusion of the
Norbord results post-acquisition and higher pricing for our panel products.
OSB shipment volumes for Q4-21 were comparable to the prior quarter. Plywood, MDF, and LVL shipment volumes were
comparable to both comparative quarters.
The volume variance resulted in an increase in earnings before tax and Adjusted EBITDA of $5 million compared to the
previous quarter and a decrease of $1 million compared to the fourth quarter of 2020.
The price variance resulted in a decrease in earnings before tax and Adjusted EBITDA of $251 million compared to the
previous quarter and an increase of $16 million compared to the fourth quarter of 2020.
Costs and Production
Production for OSB decreased compared to the prior quarter due primarily to seasonal maintenance shutdowns and
unscheduled downtime at certain production locations. This was offset in part by improved productivity at some
production locations, including the ramp-up of the Chambord OSB mill.
Plywood, MDF, and LVL production volumes were comparable to the prior quarter. Substantially all of our plywood
product is shipped eastward to Ontario and Quebec and southward to the U.S., so shipment volumes were not impacted
materially by wildfires and severe weather and flooding in B.C. in the third quarter and fourth quarter respectively, which
primarily disrupted rail links and trucking between the B.C. interior and Lower Mainland. Q4-21 plywood production
volumes were impacted by minor market production curtailments, whereas facilities operated near capacity in Q4-20.
All of our operating expenses increased compared to the prior year due to the addition of the OSB operations.
Our costs of products sold increased compared to comparative quarters due primarily to increased input costs, including
increased wood costs in B.C. and Alberta as well as continued constraints on the availability of resins used in the
manufacture of panel products and the cost of energy and other oil-based derivatives.
B.C., Ontario, and Alberta stumpage costs increased due to higher fees tied to published product prices, as discussed in
the Lumber Segment, and B.C. purchased log costs increased due to fibre shortages.
A stronger Canadian dollar relative to the U.S. dollar during Q4-21 as compared to Q4-20 increased the U.S. dollar
equivalent of our manufacturing and input costs at our Canadian locations, which are primarily incurred in Canadian
dollars.
Freight and other distribution costs were comparable to the prior quarter. Freight and other distribution costs are
generally higher compared to 2020 as the transportation network adjusted to post-COVID-19 demand levels.
Amortization expense and selling, general, and administration costs were comparable to the previous quarter and
increased compared to the fourth quarter of 2020 due primarily to the addition of the OSB operations.
Finance expense and other income were comparable compared to 2020.
Earnings before tax for the NA EWP Segment decreased by $277 million compared to the previous quarter and increased
by $223 million compared to the fourth quarter of 2020 due to the reasons explained above.
Adjusted EBITDA for the NA EWP Segment decreased by $269 million compared to the previous quarter and increased by
$295 million compared to the fourth quarter of 2020. The following table shows the Adjusted EBITDA variance for the
period. Our Adjusted EBITDA analysis that compares the Q4-21 to Q3-21 includes OSB, plywood, LVL and MDF, as the OSB
results were included in both quarters. The Adjusted EBITDA analysis that compares our Q4-21 results to Q4-20 reports
OSB as one line, and the variances reported only represent changes for plywood, LVL, and MDF.
33
Adjusted EBITDA ($ millions)
Adjusted EBITDA - comparative period
Price
OSB Adjusted EBITDA since the date of the Norbord Acquisition1
Volume
Changes in costs
Other
Adjusted EBITDA - current period
Q3-21 to Q4-21
$
612 $
Q4-20 to Q4-21
48
16
310
(1)
(31)
1
343
(251)
—
5
(21)
(2)
343 $
$
1.
OSB Adjusted EBITDA since the date of the Norbord Acquisition is calculated as earnings determined for our North American OSB operations
adding back: finance expense, tax provision or recovery, amortization, equity-based compensation, restructuring and impairment charges, and
other.
Pulp & Paper Segment
($ millions unless otherwise indicated)
Pulp & Paper Segment earnings
Sales
Cost of products sold
Freight and other distribution costs
Amortization
Selling, general and administration
Operating earnings
Finance expense
Other
Earnings before tax
Adjusted EBITDA1
BCTMP (Mtonnes)
Production
Shipments
NBSK (Mtonnes)
Production
Shipments
Newsprint (Mtonnes)
Production
Shipments
Q4-21
Q3-21
Q4-20
$
159 $
175 $
(132)
(33)
(9)
(8)
(23)
—
(2)
(25) $
(140)
(34)
(8)
(8)
(15)
(2)
1
(16) $
159
(139)
(31)
(8)
(9)
(28)
(2)
(3)
(33)
$
$
(14) $
(7) $
(20)
134
143
92
88
28
28
166
153
96
94
30
30
156
167
103
112
29
29
1.
This is a non-GAAP financial measure. Refer to the “Non-GAAP and Other Specified Financial Measures” section of this document for more
information on this measure.
Sales and Shipments
Sales decreased compared to the previous quarter due to decreases in shipments and lower product pricing. Sales were
comparable to the fourth quarter in 2020 as higher pulp pricing offset decreases in shipments.
Pulp shipments were adversely impacted by disruptions to rail and truck services due to severe weather and flooding in
B.C. in the fourth quarter. This restricted access to ports in the Lower Mainland, where the majority of our products ship
to offshore markets. Pulp shipments in the previous quarter were adversely impacted, although not to the same extent,
by the impact of wildfires and planned and unplanned maintenance shutdowns for certain mills.
34
Newsprint shipments were comparable to both comparative quarters.
The volume variance resulted in an increase in earnings before tax and Adjusted EBITDA of $1 million compared to the
previous quarter and a decrease of $2 million compared to the fourth quarter of 2020.
Pulp market fundamentals began to improve as the fourth quarter progressed, with pulp prices showing signs of recovery
late in the quarter.
The price variance resulted in a decrease in earnings before tax and Adjusted EBITDA of $7 million compared to the
previous quarter and an increase of $27 million compared to the fourth quarter of 2020.
Costs and Production
BCTMP and NBSK production declined compared to the previous quarter and fourth quarter of 2020. In the fourth
quarter of 2021, disruptions to shipments resulting from severe weather and flooding in B.C. and limited storage space
resulted in reduced production. These curtailments had a greater impact than the impact of wildfires and planned and
unplanned maintenance shutdowns in both comparative quarters.
Newsprint production volumes were comparable to 2020.
Costs of products sold decreased compared to the preceding quarter due primarily to lower shipments. Costs of products
sold decreased compared to Q4-20 due primarily to lower shipments, offset by higher manufacturing costs related to
higher fibre and energy costs.
Freight and other distribution costs were comparable to both comparative periods due to lower shipments in Q4-21
offset by higher costs due to international supply chain challenges.
Amortization, selling, general, and administration costs, finance expense, and other were comparable compared to both
comparative periods.
Earnings before tax for the Pulp & Paper Segment decreased by $9 million compared to the previous quarter and
increased by $8 million compared to the fourth quarter of 2020 due to the reasons discussed above.
In addition, Adjusted EBITDA for the Pulp & Paper Segment decreased by $7 million compared to the previous quarter
and increased by $6 million compared to the fourth quarter of 2020. The following table shows the Adjusted EBITDA
variance for the period.
Adjusted EBITDA ($ millions)
Adjusted EBITDA - comparative period
Price
Volume
Changes in costs
Other
Adjusted EBITDA - current period
Q3-21 to Q4-21 Q4-20 to Q4-21
(20)
$
27
(2)
(14)
(5)
(14)
(7) $
(7)
1
3
(4)
(14) $
$
Europe Engineered Wood Products Segment
($ millions unless otherwise indicated)
Q4-21
Q3-21
Q4-20
35
Europe EWP Segment Earnings
Sales
Cost of products sold
Freight and other distribution costs
Amortization
Selling, general and administration
Operating earnings
Finance expense
Other
Earnings before tax
Adjusted EBITDA1
OSB (MMsf 3/8” basis)
Production
Shipments
MDF (MMsf 3/8” basis)
Production
Shipments
Particleboard (MMsf 3/8” basis)
Production
Shipments
$
$
$
184 $
(109)
(9)
(24)
(5)
37
(1)
—
36 $
249 $
(138)
(14)
(23)
(7)
67
1
—
68 $
61 $
90 $
194
178
70
73
128
113
319
299
76
88
140
110
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1.
This is a non-GAAP financial measure. Refer to the “Non-GAAP and Other Specified Financial Measures” section of this document for more
information on this measure.
Our Europe EWP segment includes our U.K. and Belgium OSB, MDF, and particleboard operations effective February 1,
2021. As such, this segment is new to our company for 2021 so we do not have comparative data in our results for 2020.
Sales and Shipments
Sales decreased compared to the previous quarter due to decreases in shipment volumes, partially offset by improved
product pricing. European shipments declined compared to the previous quarter due to a more pronounced seasonal
slowing of demand for OSB late in the quarter as customers managed-down inventory following very high levels of
activity in the third quarter. Reductions in production due to a major capital project was also a contributing factor, as
described further in the section below.
The volume variance resulted in a decrease in earnings before tax and Adjusted EBITDA of $47 million compared to the
previous quarter. The price variance resulted in an increase in earnings before tax and Adjusted EBITDA of $13 million
compared to the previous quarter.
Costs and Production
Production decreased compared to the previous quarter as we reduced production schedules to account for a seasonal
slowdown in demand and due to a major maintenance shutdown at our Genk, Belgium location for the installation of a
new dryer.
Costs of products sold decreased due to a reduction in shipments, offset in part by higher input costs. Freight and other
distribution costs trended with changes in shipment volumes compared to the previous quarter.
Earnings before tax for the Europe EWP Segment decreased by $32 million and Adjusted EBITDA decreased by $29 million
compared to the previous quarter for the reasons explained above. The following table shows the Adjusted EBITDA
variance for the period.
36
Adjusted EBITDA ($ millions)
Adjusted EBITDA - comparative period
Price
OSB Adjusted EBITDA since the date of the Norbord Acquisition1
Volume
Changes in costs
Adjusted EBITDA - current period
Q3-21 to Q4-21
$
Q4-20 to Q4-21
—
—
61
—
—
61
90 $
13
—
(47)
5
61 $
$
1.
OSB Adjusted EBITDA since the date of the Norbord Acquisition is calculated as earnings determined for our European OSB operations adding
back: finance expense, tax provision or recovery, amortization, equity-based compensation, restructuring and impairment charges, and other.
Discussion & Analysis of Non-Operational Items
Selling, general and administration
Compared to prior quarter, corporate selling and general and administration expense in the fourth quarter increased due
to higher salaries and wages and higher professional and IT fees incurred related to integration activities. In addition to
the aforementioned factors, Q4-21 corporate selling and general and administration expense increased compared to
Q4-20 due to higher salaries and wages related to the addition of our OSB corporate team. Selling, general and
administration expenses related to our operating segments are discussed under “Discussion & Analysis of Annual Results
by Product Segment”.
Equity-based compensation
Equity-based compensation was comparable to the previous quarter. Equity-based compensation expense increased
compared to prior year due primarily to the impacts of the Assumed Option Plans and the increase in our share price
during Q4-21.
Finance expense
Finance expense for Q4-21 is net of $7 million of interest income (Q3-21 - $2 million; Q4-20 - $11 million) related to duty
deposits receivable. Additional information regarding the interest income on duty deposits receivable is disclosed under
“Discussion & Analysis of Annual Results by Product Segment - Lumber Segment - Softwood Lumber Dispute”. Finance
expense excluding the duty interest income for Q4-21 was $8 million, Q3-21 $13 million and Q4-20 was $8 million.
Other
Other expense of $2 million was recorded for our Corporate segment in Q4-21 compared to an expense of $7 million in
Q3-21 and an expense of $1 million in Q4-20. Other expense for Q4-21 related primarily to $12 million settlement cost
relating to pension plan annuity purchase agreements for certain retired employees offset in part by foreign exchange
gains recorded on our CAD-denominated monetary assets and liabilities and mark-to-market gains on our interest rate
swap contracts. The other expense in the comparative periods related primarily to foreign exchange losses.
Other related to our operating segments are discussed under “Discussion & Analysis of Annual Results by Product
Segment”.
Income tax
The current quarter results include an income tax expense of $104 million, compared to $164 million in the previous
quarter and $103 million in the fourth quarter of 2020. The effective tax rate was 24% in the current quarter compared to
26% in the previous quarter and 27% in the fourth quarter of 2020.
Other comprehensive earnings – translation of foreign operations
As part of the Norbord Acquisition, we acquired operations in the U.K. and Belgium, so any change in the value of the
British pound sterling or Euro relative to the value of the USD results in the revaluation of our European EWP operations
assets and liabilities. The revaluation of our European operations into U.S. dollars is reported in other comprehensive
earnings.
Other comprehensive earnings for the fourth quarter of 2020 included a $72 million gain relating to the translation effect
due to our change in reporting currency. Additional details on West Fraser’s conversion to U.S. dollars can be found under
the title “Change in Functional and Reporting Currency.”
37
Other comprehensive earnings – actuarial gains/losses on retirement benefits
We recorded in other comprehensive earnings an after-tax actuarial gain of $8 million during the quarter compared to
$60 million in the previous quarter and $25 million in the fourth quarter of 2020. The current quarter gain reflects higher
returns on plan assets partially offset by a decrease in the discount rate used to calculate plan liabilities.
OUTLOOK AND OPERATIONS
Business Outlook
Markets
The most significant uses for our lumber, OSB and wood panel products are residential construction, repair and
remodelling and industrial applications. Historically low mortgage rates, low volumes of homes available for resale and
increased acceptance and practice of remote working appear to be positively influencing the demand for new home
construction in North America. However, interest rates have been trending higher in early 2022 and should they continue
to do so, housing affordability may be impacted, which would reduce demand for our wood building products. An aging
housing stock and repair and renovation spending should also continue to support lumber, plywood and OSB demand.
Over the medium to long term, growing market penetration of mass timber in industrial and commercial applications is
also expected to support demand growth for wood building products.
The demand for our European products is expected to remain robust as demand for OSB as an alternative to plywood in
Europe continues to grow. An aging European housing stock is also expected to drive repair and renovation spending,
supporting growing demand for our wood building products.
Our BCTMP and NBSK pulp is primarily used in printing and writing paper, boxboard and tissue applications. Pulp demand
is anticipated to grow over the longer term due to increasing boxboard and tissue production in Asia and greater
substitution of single-use plastics that are subject to increasing risk from government restrictions. In the near-term, pulp
exports are expected to be challenged by domestic and international transportation constraints.
Softwood lumber dispute
Canadian softwood lumber exports to the U.S. have been the subject of trade disputes and managed trade arrangements
for several decades. Countervailing and antidumping duties have been in place since April of 2017, and we are required to
make deposits in respect of these duties. Whether and to what extent we can realize a selling price to recover the impact
of duties payable will largely depend on the strength of demand for softwood lumber. The USDOC published the final
rates for AR2 in the fourth quarter of 2021. They also began AR3 in April of 2021, which are expected to be finalized in
August 2022. Additional details can be found under the section “Discussion & Analysis by Product Segment – Lumber
Segment - Softwood Lumber Dispute".
Operations
Anticipated shipment levels assume continued strong demand, availability of sufficient logs within our economic return
criteria, and no further temporary curtailments. Our operations and results could be negatively affected by softening
demand, the availability of labour due to the continuing impacts of COVID-19, adverse weather conditions in our
operating areas, intense competition for logs, elevated stumpage fees and production disruptions due to other
uncontrollable factors, including the availability of transportation.
We expect lumber shipments in 2022 to improve from 2021 levels as we recapture production and shipments lost due to
temporary curtailments in Western Canada, owing to the significant wildfires in the third quarter as well as the severe
flooding in B.C. in the fourth quarter. We also expect growth in shipments as we realize the benefits of capital
investments in recent years and as we integrate the recently acquired Angelina sawmill into our lumber portfolio. As a
result, in 2022, we expect SPF shipments to be approximately 3.0 to 3.2 billion board feet, and in the U.S. South, we
expect SYP shipments to be approximately 3.0 to 3.2 billion board feet. On January 1, 2022, stumpage rates decreased in
38
B.C. due to the market-based adjustments related to lumber costs. However, given the current elevated commodity price
environment, B.C. stumpage is at risk of increasing materially as the year unfolds. In Alberta, stumpage rates will remain
elevated as long as SPF lumber prices are high, as they are closely linked to the price of lumber and respond rapidly to
changes in lumber prices. We expect modest log cost inflation in the U.S. South in 2022.
In our NA EWP segment, we expect OSB shipments to increase in 2022 as we account for a full year of contribution from
Norbord, recapture production and shipments lost due to temporary disruptions to our operations in 2021, and as we
continue to ramp operations at our Chambord OSB mill. We do not expect the recently acquired (and currently idled)
Allendale OSB mill to contribute materially to shipments in 2022. As a result, we expect OSB shipments this year to be
approximately 6.1 to 6.4 billion square feet (3/8-inch basis). Input costs for the NA EWP business are expected to increase
moderately.
We do not expect to increase our Pulp & Paper segment shipments in 2022.
In our Europe EWP segment, we expect OSB shipments to increase in 2022 as we account for a full year of contribution
from Norbord and as we continue to ramp operations of the phase 2 investment at our Inverness OSB mill. As such, we
expect OSB shipments in Europe to be approximately 1.1 to 1.3 billion square feet (3/8-inch basis) in 2022. Input costs for
the Europe EWP business are expected to increase moderately.
Across much of our supply chain, we are experiencing greater than usual inflationary cost pressures and availability
constraints for labour, transportation, raw materials such as resins and chemicals, and energy. We expect these cost
pressures and availability constraints to remain elevated through 2022.
While infrastructure repairs to rail and truck routes resulting from the severe weather and flooding in late 2021 in B.C. are
progressing, our ability to ship products in a timely manner remains challenged. Availability of rail service, adverse
weather conditions, operator shortages and the backlog from disruptions in the fourth quarter have all negatively
impacted our ability to ship our products. For the month of January 2022 our western Canadian SPF lumber and plywood
shipments declined by approximately 20% compared to the prior year, and while our overall OSB shipments are trending
in line with the prior year, we have been forced to take unscheduled downtime due to transportation constraints. In
addition, our pulp shipments for the same period declined by approximately 30% compared to the prior year. Though we
continue to seek out and utilize alternative transportation routes and methods to the extent they are available to
continue servicing customers, the magnitude and duration of the impact from these multiple disruptions remains
uncertain. The situation has also resulted in significant delays in shipments of orders. In light of these challenges, further
reduction of operating schedules across our manufacturing network in order to manage inventory levels, raw material
supplies and our integrated fibre supply chain may be required. At the current time, it is not possible to estimate when
full transportation services will be available or when the backlogs resulting from the interruptions will be cleared and we
will be able to return to operating a full schedule or clearing the backlog of delayed shipments.
Norbord Integration
The integration of the Norbord business continues to be a Company focus and is progressing well. We remain on track to
achieve targeted annual synergies of $61 million by the end of 20221.
Cash Flows
Based on our current outlook, assuming no deterioration in market conditions during the year and that there is no
additional lengthening of lead times for projects underway or planned, we anticipate we will invest approximately $500
to $600 million in 20221. Our total capital budget consists primarily of various improvement projects and maintenance
expenditures, projects focused on optimization and automation of the manufacturing process, and projects targeted to
reduce greenhouse gas emissions.
Expected capital expenditures in 2022 include the continuing activity in respect of the capital projects identified under
our strategic capital program in 2021. Work on these projects is underway and will continue through 2023. This
investment program will support safety, cost improvements and strategic growth initiatives as we continue our focus on
capital execution and operational excellence. The average project payback period for this strategic capital program is
expected to be three to four years.
1.
This is a specified financial measure. Refer to the “Non-GAAP and Other Specified Financial Measures” section of this document for more
information on this measure.
Expected capital expenditures in 2022 also includes approximately $70 million dedicated to preparing the Allendale OSB
facility for its eventual re-start.
39
Ramp-up on our new lumber manufacturing complex in Dudley, Georgia continues and remains on track with our
expectations. The new mill became fully operational in the second quarter of 2021 and as it ramps up over the next few
years, it is expected to reach an annual capacity of 270 million board feet. The old Dudley mill had an annual capacity of
170 million board feet.
Our OSB mill in Chambord, Quebec, which restarted in the first quarter of 2021, continues to make progress ramping up
towards its stated annual production capacity of 550 million square feet (3/8-inch basis), which typically takes 18-24
months.
We expect to maintain our investment grade rating and intend to preserve sufficient liquidity to be able to take
advantage of strategic growth opportunities that may arise.
We have paid a dividend in every quarter since we became a public company in 1986. At the latest declared quarterly
dividend rate of US$0.25 per share, the total anticipated cash payment of dividends in 2022 is $106 million based on the
number of Common and Class B common shares outstanding on December 31, 2021.
We will continue to consider share repurchases with excess cash if we are satisfied that this will enhance shareholder
value and does not compromise our financial flexibility.
Estimated Earnings Sensitivity to Key Variables
(based on annual shipment volumes - $ millions)
Factor
Lumber price
NA OSB price
Europe OSB price
NBSK price
BCTMP price
Canadian - U.S. $ exchange rate2
Variation
$10 (per Mfbm)
$10 (per Msf)
£10 (per Msf)
$10 (per tonne)
$10 (per tonne)
$0.01 (per CAD)
$
Change in pre-tax
earnings1
51
63
12
3
6
15
1.
2.
Each sensitivity has been calculated on the basis that all other variables remain constant and is based on changes in our realized sales prices.
Represents the impact on USD equivalent of net CAD revenues and expenses for the initial $0.01 change. Additional changes are substantially, but
not exactly, linear.
LIQUIDITY AND CAPITAL RESOURCES
Capital Management Framework
Our business is cyclical and is subject to significant changes in cash flow over the business cycle. In addition, financial
performance can be materially influenced by changes in product prices and the relative values of the Canadian and U.S.
dollars. Our objective in managing capital is to ensure adequate liquidity and financial flexibility at all times, particularly at
the bottom of the business cycle.
Our main policy relating to capital management is to maintain a strong balance sheet and otherwise meet financial tests
that rating agencies commonly apply for investment-grade issuers of public debt. Our debt is currently rated as
investment-grade by three major rating agencies.
We monitor and assess our financial performance to ensure that debt levels are prudent, taking into account the
anticipated direction of the business cycle. When financing acquisitions, we combine cash on hand, debt, and equity
financing in a proportion that is intended to maintain an investment-grade rating for debt throughout the cycle. Debt
repayments are arranged, where possible, on a staggered basis that takes into account the uneven nature of anticipated
cash flows. We have established committed revolving lines of credit that provide liquidity and flexibility when capital
markets are restricted.
40
A strong balance sheet and liquidity profile are key elements of our goal to maintain a balanced capital allocation
strategy. Priorities within this strategy include reinvesting in our operations across all market cycles to strategically
enhance productivity, product mix, and capacity; maintain a leading cost position; maintain financial flexibility to
capitalize on growth opportunities, including the pursuit of acquisitions and larger-scale strategic growth initiatives; and
return capital to shareholders through dividends and share repurchases.
Liquidity and Capital Resource Measures
Our capital structure consists of Common share equity and long-term debt, and our liquidity includes our operating
facilities.
Summary of Liquidity and Debt Ratios
($ millions, except as otherwise indicated)
Available liquidity
Cash and short-term investments
Operating lines available (excluding newsprint operation)1
Available liquidity2
Debt
Current and long-term lease obligation
Current and long-term debt
Interest rate swaps3
Open letters of credit3
Total debt
Cash and short-term investments
Open letters of credit3
Interest rate swaps3
Net Debt
Shareholders’ equity
Total debt to total capital2,4
Net debt to total capital2,4
December 31,
2021
December 31,
2020
$
1,568 $
1,025
2,593
28
501
1
65
595
(1,568)
(65)
(1)
(1,039)
7,656
7%
(16%)
461
811
1,272
6
509
6
50
571
(461)
(50)
(6)
54
2,478
19%
2%
1.
2.
3.
4.
Excludes $6 million demand line of credit dedicated to our jointly‑owned newsprint operation as West Fraser cannot draw on it. Operating lines
available include a $25 million demand line of credit.
This is a specified financial measure. Refer to the “Non-GAAP and Other Specified Financial Measures” section of this document for more
information on this measure.
Letters of credit facilities and the fair value of interest rate swaps are part of our bank covenants’ total debt calculation.
Total capital is total debt or net debt plus shareholders’ equity.
Available liquidity on December 31, 2021, was $2,593 million (2020 - $1,272 million). Available liquidity includes cash and
short-term investments, cheques issued in excess of funds on deposit, and amounts available on our operating loans,
excluding the demand line of credit dedicated to our 50% jointly-owned newsprint operation.
Available liquidity increased due to an increase in cash and short-term investments on hand and an increase in available
operating lines resulting from the various amendments to our credit facilities during the year. We anticipate
approximately $325 million of our available liquidity is required for the final Canadian income tax payments relating to
2021.
Total debt increased due primarily to increases in open letters of credit and lease obligations. Net debt and net debt to
total capital ratios decreased due primarily to increases in cash and short-term investments on hand and shareholders’
equity. Total debt to total capital ratios decreased primarily due to increased shareholder’s equity.
Credit Facilities
On February 1, 2021, concurrent with the closing of the Norbord Acquisition, we completed various administrative
amendments to our CAD$850 million committed revolving credit facility and our US$200 million term loan. The CAD$150
million committed revolving credit facility was also replaced with a US$450 million committed revolving credit facility due
2024 on substantially the same terms.
41
On July 28, 2021, we completed an amendment to our revolving credit facilities. Our CAD$850 million and US$450 million
revolving credit facilities were combined into a single US$1 billion committed revolving credit facility with a five-year
term. There were no other significant changes to the terms or conditions of the credit facilities.
As at December 31, 2021, our credit facilities consisted of a $1 billion committed revolving credit facility , a $25 million
demand line of credit dedicated to our U.S. operations, and a $6 million (CAD$8 million) demand line of credit dedicated
to our jointly‑owned newsprint operation. As at December 31, 2021, the revolving facilities were undrawn.
We also have credit facilities totalling $137 million dedicated to the issuance of letters of credit. As at December 31, 2021,
our letter of credit facilities supported $65 million open letters of credit.
All debt is unsecured except the jointly-owned newsprint operation demand line of credit, which is secured by that joint
operation’s current assets.
As at December 31, 2021, we were in compliance with the requirements of our credit facilities.
Long-Term Debt
In October 2014, we issued US$300 million of fixed-rate senior unsecured notes, bearing interest at 4.35% and due
October 2024, pursuant to a private placement in the U.S. The notes are redeemable, in whole or in part, at our option at
any time as provided in the indenture governing the notes.
In August 2017, we were advanced a US$200 million 5‑year term loan that, with the July 2019 extension, matures on
August 25, 2024. Interest is payable at floating rates based on Base Rate Advances or London Inter-bank Offered Rate
(“LIBOR”) Advances at our option. This loan is repayable at any time, in whole or in part, at our option and without
penalty but cannot be redrawn after payment.
On March 15, 2019, we entered into an interest rate swap agreement, maturing in August 2022, with a US$100 million
notional amount to limit our exposure to fluctuations in interest rates and fix interest rates on a portion of our long-term
debt. On March 9, 2020, we extended the duration of our US$100 million notional interest rate swap from August 2022 to
August 2024, resulting in a change to the fixed interest rate on the swap from 2.47% to 1.78% through August of 2024. On
April 15, 2020, we entered into additional interest rate swaps for another notional amount of US$100 million, resulting in
a fixed interest rate of 0.51% through August of 2024. These swap agreements fix the interest rate on the US$200 million
5-year term loan floating rate debt discussed above.
As part of the Norbord Acquisition, we assumed Norbord’s US$315 million senior notes due April 2023, bearing interest at
6.25% and US$350 million senior notes due July 2027, bearing interest at 5.75%. Norbord’s accounts receivable
securitization facility and secured revolving credit facilities were terminated at closing, and the security related to all of
Norbord’s debt was discharged as of February 1, 2021.
On March 2, 2021, we made a mandatory change of control offer for 2023 Notes and 2027 Notes, which expired on April
1, 2021. As a result of the change of control offer, $1 million of the 2023 Notes and $1 million of the 2027 Notes were
redeemed and were repaid in the second quarter of 2021.
On April 6, 2021, we elected to redeem the remaining 2027 Notes, which redemption occurred on May 6, 2021. On May
6, 2021, we elected to redeem all of Norbord’s outstanding 2023 Notes on June 7, 2021.
Debt Ratings
We are considered investment grade by three leading rating agencies. In April 2020, both Moody’s and Standard & Poor’s
revised our outlook from stable to negative, and Dominion Bond Rating Service from positive to stable. In November
2020, Standard & Poor’s revised its outlook from negative to stable. On February 1, 2021, Moody’s revised our outlook
from negative to stable. On December 15, 2021, DBRS Morningstar upgraded our rating to BBB from BBB (low). The
ratings in the table below are as at February 15, 2022.
42
Agency
DBRS
Moody’s
Standard & Poor’s
Rating
BBB
Baa3
BBB-
Outlook
Stable
Stable
Stable
These ratings are not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at
any time by the rating agencies.
Shareholder’s Equity
Our outstanding Common share equity consists of 103,366,141 Common shares and 2,281,478 Class B Common shares
for a total of 105,647,619 shares issued and outstanding as at February 15, 2022.
Our Class B Common shares are equal in all respects to our Common shares, including the right to dividends and the right
to vote, and are exchangeable on a one-for-one basis for Common shares. Our Common shares are listed for trading on
the TSX and NYSE, while our Class B Common shares are not. Certain circumstances or corporate transactions may require
the approval of the holders of our Common shares and Class B Common shares on a separate class by class basis.
Concurrent with the Norbord Acquisition, the Common shares of West Fraser commenced trading on the NYSE on
February 1, 2021, under the symbol WFG. The trading symbol for the Common shares on the TSX was also changed to
WFG on February 1, 2021.
Share Repurchases
On February 17, 2021, we renewed our NCIB allowing us to acquire an additional 6,044,000 Common shares for
cancellation until the expiry of the bid on February 16, 2022. On June 11, 2021, we amended our NCIB allowing us to
acquire an additional 3,538,470 Common shares for an aggregate 9,582,470 Common shares.
On August 20, 2021, we completed a substantial issuer bid pursuant to which we purchased for cancellation a total of
10,309,278 common shares at a price of CAD$97.00 ($76.84) per Common share for an aggregate purchase price of
CAD$1.0 billion.
The following table shows our purchases under our NCIB and SIB programs. There were no share repurchases in 2020.
Share repurchases
(number of common shares and price per share)
NCIB: February 17, 2021 to December 31, 2021
SIB: August 20, 2021
Share Options
Common
Shares
7,059,196 $
10,309,278 $
Average Price
in CAD
Average Price
in USD
92.79 $
97.00 $
74.60
76.84
As at February 15, 2022, there were 1,065,255 share purchase options outstanding with exercise prices ranging from
CAD$31.77 to CAD$92.79 per Common share. This includes the share purchase options that are outstanding at February
15, 2022 that were assumed in the Norbord Acquisition, after applying the Exchange Ratio.
Cash Flow
Our cash requirements are primarily for operating purposes, interest payments, repayment of debt, additions to
property, plant, equipment and timber, acquisitions, and dividends. In normal business cycles and in years without a
major acquisition or debt repayment, cash on hand and cash provided by operations have typically been sufficient to
meet these requirements.
We are exposed to commodity price changes. To manage our liquidity risk, we maintain adequate cash and short-term
investment balances and by having appropriate lines of credit available. In addition, we regularly monitor and review
both actual and forecasted cash flows. Refinancing risks are managed by extending maturities through regular renewals
and refinancing when market conditions are supportive.
Cash Flow Statement
($ millions - cash provided by (used in))
Operating Activities
Earnings
Adjustments
Amortization
Finance expense, net
Export duty deposits
Export duties payable
Retirement expense
Contributions to retirement plans
Tax provision
Income taxes (paid) received
Other
Changes in non-cash working capital
Changes in accounts receivable
Changes in inventories
Changes in prepaid expenses
Changes in payables and accrued liabilities
Financing Activities
Repayment of operating loans
Repayment of long-term debt
Financing fees paid
Make-whole premium paid
Finance expense paid
Repurchase of Common Shares for cancellation
Issuance of Common shares
Dividends
Other
Investing Activities
Acquired cash and short-term investments from the Norbord Acquisition1
Angelina Acquisition, net of cash acquired
Additions to capital assets2
Other
2021
2020
43
$
2,947 $
588
584
45
(55)
69
111
(77)
951
(946)
(8)
5
(139)
(14)
79
3,552
—
(667)
(4)
(60)
(37)
(1,319)
7
(75)
(9)
(2,164)
642
(302)
(635)
9
(286)
203
27
(104)
—
74
(49)
202
41
4
(78)
(14)
(5)
79
968
(280)
—
—
—
(30)
—
—
(41)
(2)
(353)
—
—
(180)
14
(166)
Change in cash
$
1,102 $
449
1.
2.
The Norbord Acquisition was a non-cash share consideration transaction, and therefore, only the acquired cash is included in the above cash flow
statement. Changes in Norbord’s cash position subsequent to February 1, 2021 are incorporated into our cash flow statement.
Capital assets comprise property, plant and equipment, timber licenses, and intangible assets. Additions to capital assets include $276 million
relating to the asset acquisition of the idled OSB mill near Allendale, South Carolina.
Operating Activities
The table above shows the main components of cash flows used for or provided by operating activities for each period.
The significant factors affecting the comparison were higher earnings, income tax payments, and inventory.
Income tax payments were higher in 2021, reflecting higher taxable earnings estimates for both Canada and the U.S. As
minimum tax instalments for Canada are based on prior year’s earnings, a significant income tax payment has
accumulated in respect of 2021 results. The U.S. requires installments to be made based on current year earnings
44
estimates. We made income tax payments of $946 million in 2021, of which $216 million was the final Canadian income
tax payment for 2020. The 2020 net refund of $41 million included the Canadian tax refund from a loss carry-back
request to 2019 and was net of the required 2020 installments for both countries.
Inventory increased due primarily to higher per unit costs driven primarily from increased stumpage costs and higher
volumes of log inventory on-hand due to transportation disruptions resulting from severe weather and flooding in B.C.
Financing Activities
Cash used in financing activities increased in 2021 compared to 2020 due primarily to additional common share
repurchases and higher repayments of debt.
In 2021, we returned a total of $1,319 million to our shareholders through Common shares repurchased under our NCIB
and SIB programs. No repurchases took place in 2020.
We completed the early redemption of Norbord’s 2023 and 2027 Notes in 2021, totalling $667 million excluding financing
fees and the $60 million make-whole premium paid. In 2020, we repaid our operating loan for $280 million.
We also returned a total of $75 million to our shareholders through dividend payments, which was higher than the $41
million paid in 2020 due primarily to an increase in the dividend amount per share and additional shares issued in relation
to the Norbord Acquisition.
Investing Activities
The Norbord Acquisition was a non-cash share consideration transaction and therefore only the acquired cash is included
in investing activities.
Cash payments of $302 million, which represents the cash consideration transferred net of acquired cash, were made in
relation to the Angelina Acquisition.
Capital Expenditures ($ millions)
Segment
Lumber
North America EWP
Pulp & Paper
Europe EWP
Corporate
Total
Profit
Improvement2
$
66 $
352
2
14
—
434 $
$
Maintenance
of Business1
Safety
Total
70 $
54
30
12
2
168 $
10 $
18
3
2
—
33 $
146
424
35
28
2
635
1. Maintenance of business includes expenditures for roads, bridges, mobile equipment and major maintenance shutdowns.
2.
North America EWP profit improvement capital expenditures includes $276 million relating to the acquisition of the idled OSB mill near Allendale,
South Carolina.
Capital expenditures of $635 million in 2021 (2020 - $180 million) reflect our philosophy of continued reinvestment in our
mills. The increase in capital expenditures relates primarily to the acquisition of the idled OSB mill near Allendale, South
Carolina and the inclusion of capital expenditures relating to our OSB operations following the Norbord Acquisition.
Contractual Obligations
The estimated cash payments due in respect of contractual and legal obligations as at December 31, 2021, including debt
and interest payments and major capital improvements are summarized as follows. Contractual obligations do not
include energy purchases under various agreements, non-defined benefit post-retirement contributions payable, equity-
based compensation including equity hedges, or contingent amounts payable.
45
Contractual Obligations
(at December 31, 2021, in $ millions)
Long-term debt
Interest on long-term debt1
Lease obligations
Contributions to defined benefit pension plans2
Payables and accrued liabilities
Purchase commitments
Reforestation and decommissioning obligations
Total2
Total
2022
2023
2024
2025
$
501 $
52
29
141
848
81
131
— $
19
11
47
848
81
45
$ 1,783 $ 1,051 $
— $
19
6
47
—
—
27
99 $
501 $
14
5
47
—
—
10
577 $
Thereafter
—
—
5
—
—
—
41
46
— $
—
2
—
—
—
8
10 $
1.
2.
Assumes debt remains at December 31, 2021 levels and includes the impact of interest rate swaps terminating August 2024.
Contributions to the defined benefit pension plans are based on the most recent actuarial valuation. Future contributions will be determined at
the next actuarial valuation date.
Financial Instruments
Our financial instruments, their accounting classification, and associated risks are described in Note 22 to our Annual
Financial Statements.
ACCOUNTING MATTERS
Critical Accounting Estimates and Judgments
The preparation of financial statements in conformity with IFRS requires management to make estimates, assumptions,
and judgments that affect the amounts reported. Our significant accounting policies are disclosed in our Financial
Statements.
In determining our critical accounting estimates, we consider trends, commitments, events or uncertainties that we
reasonably expect to materially affect our methodology or assumptions. Our statements in this MD&A regarding such
considerations are made subject to the “Forward-Looking Statements” section.
We have outlined below information about judgments, assumptions, and other sources of estimation uncertainty as at
December 31, 2021 that have the most significant impact on the amounts recognized in our financial statements. The
discussion of each critical accounting estimate does not differ between our reportable segments unless explicitly noted.
Fair Value of PPE and Intangible Assets Acquired in Business Combinations
On February 1, 2021, we acquired all of the outstanding shares of Norbord Inc. (“Norbord”) for consideration of $3,506
million, consisting primarily of the issuance of 54 million Common shares of West Fraser. Included in the acquisition are
five OSB mills in Canada, seven OSB mills in the U.S., one OSB mill, one MDF plant and two particleboard plants in the
U.K., one OSB mill in Belgium, and their related corporate offices.
On December 1, 2021, we acquired the Angelina Forest Products lumber mill located in Lufkin, Texas for preliminary cash
consideration of $310 million, comprising the base purchase price of $300 million plus $10 million in acquired cash and
preliminary working capital adjustments.
We recognize and measure the assets acquired and liabilities assumed in a business combination based on their
estimated fair values at the acquisition date. Any excess of the purchase consideration compared to the fair value of the
net assets acquired is recorded as goodwill.
A significant amount of judgment is involved in estimating the fair values of property, plant and equipment and intangible
assets acquired in a business combination. The Norbord acquisition resulted in the recognition of PPE and customer
relationship intangible assets in our North America EWP and Europe EWP segments, and the Angelina Forest Products
acquisition resulted in the recognition of PPE in our Lumber segment.
46
We use all relevant information to make these fair value determinations and engage an independent valuation specialist
to assist for material acquisitions.
We applied the market comparison technique and cost technique in determining the fair value of property, plant, and
equipment acquired. We considered market prices for similar assets when they were available, and depreciated
replacement cost in other circumstances. Depreciated replacement cost reflects adjustments for physical deterioration as
well as functional and economic obsolescence. The key assumptions used in the estimation of depreciated replacement
cost were the assets' estimated replacement cost at the time of acquisition and estimated useful life.
We applied the multi-period excess earnings method in determining the fair value of customer relationship intangible
assets. The multi-period excess earnings method considers the present value of incremental after-tax cash flows expected
to be generated by the customer relationship after deducting contributory asset charges. The key assumptions used in
applying the valuation technique include: the forecasted revenues relating to the acquiree’s existing customers at the
time of acquisition, the forecasted attrition rates relating to these customers, forecasted operating margins, and the
discount rate.
There is a material degree of uncertainty with respect to the estimates of fair value of PPE and intangible assets given the
necessity of making economic assumptions about the future. If our estimates of the acquisition-date fair value of
property, plant and equipment and intangible assets acquired in business combinations were incorrect, we could
experience increased or decreased charges for depreciation or amortization in the future. If the future were to differ
adversely from our best estimate of key economic assumptions and associated cash flows were to materially decrease,
we could potentially experience future impairment charges in respect to our PPE, intangible assets, or goodwill.
Recoverability of PPE
We assess property, plant and equipment, timber licences, and other definite-lived intangibles for indicators of
impairment at each reporting date and whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. We conduct a review of external and internal sources of information to assess for any
impairment indicators. Examples of such triggering events related to our long-lived assets include, but are not limited to:
a significant adverse change in the extent or manner in which the asset is being used or in its physical condition; a change
in management’s intention or strategy for the asset, including a plan to dispose of the asset or idle the asset for a
significant period of time; a significant adverse change in our long-term price assumption or in the price or availability of
inputs required for manufacturing; a significant adverse change in legal factors or in the business climate that could affect
the asset’s value; or a current period operating or cash flow loss combined with a history of operating or cash flow losses,
or a projection or forecast that demonstrates continuing losses associated with the asset’s use.
When a triggering event is identified, recoverability of long-lived assets is assessed by comparing the carrying value of an
asset or cash-generating unit to the estimated recoverable amount, which is the higher of its estimated fair value less
costs of disposal or its value in use.
Key assumptions used in estimating recoverable amount are based on industry sources as well as management estimates.
Key assumptions include production volume, product pricing, raw material input cost, production cost, and discount rate.
An impairment write down is recorded if the carrying value exceeds the estimated recoverable amount.
No impairments were recorded for 2021 or 2020. The assessment for impairment indicators requires the exercise of
judgment given the necessity of making key economic and operating assumptions about the future. If the future were to
differ adversely from our best estimate and associated cash flows were to materially decrease, we could potentially
experience future impairment charges in respect of our PPE.
Recoverability of Goodwill
Goodwill is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the business
combination from which it arose. Goodwill exists in relation to our Lumber, North America EWP, and Europe EWP
reporting segments. Goodwill increased during 2021 as a result of our acquisitions of Norbord and Angelina Forest
Products.
Goodwill is tested annually for impairment, or more frequently if an indicator of impairment is identified.
Recoverability of goodwill is assessed by comparing the carrying value of the CGU or group of CGUs associated with the
goodwill balance to its estimated recoverable amount, which is the higher of its estimated fair value less costs of disposal
or its value in use.
47
Key assumptions used in estimated recoverable amount are based on industry sources as well as management estimates.
Key assumptions include production volume, product pricing, raw material input cost, production cost, and discount rate.
An impairment write down is recorded if the carrying value exceeds the estimated recoverable amount.
We assessed the recoverability of goodwill as at December 31, 2021 and December 31, 2020 and concluded there were
no impairment losses.
The estimates and assumptions regarding expected cash flows and the appropriate discount rates require considerable
judgment and are based upon historical experience, approved financial forecasts and industry trends and conditions.
There is a material degree of uncertainty with respect to the estimates of the recoverable amounts of the cash-
generating units, given the necessity of making key economic assumptions about the future. If the future were to differ
adversely from our best estimate and associated cash flows were to materially decrease, we could potentially experience
future impairment charges in respect of our goodwill balances.
Defined Benefit Pension Plan Assumptions
We maintain defined benefit pension plans for many of our employees. We use independent actuarial specialists to
perform actuarial valuations of our defined benefit pension plan.
Key assumptions used in determining defined benefit pension costs and accrued pension benefit obligations include
assumed rates of increase for employee compensation and discount rate. Note 13 to the Annual Financial Statements
provides the sensitivity of our post-retirement obligations to changes in these key assumptions.
If the future were to adversely differ from our best estimate of assumptions used in determining our post-retirement
obligations, we could experience future increased defined benefit pension expense, financing costs and charges to other
comprehensive earnings.
CVD and ADD Duty Rates
On November 25, 2016, a coalition of U.S. lumber producers petitioned the USDOC and the USITC to investigate alleged
subsidies to Canadian softwood lumber producers and levy CVD and ADD against Canadian softwood lumber imports. The
USDOC chose us as a “mandatory respondent” to both the countervailing and antidumping investigations, and as a result,
we have received unique company-specific rates.
Details can be found under the section “Discussion & Analysis of Annual Results by Product Segment - Lumber - Softwood
Lumber Dispute.”
The CVD and ADD rates are subject to adjustment by the USDOC through an AR of POI. The CVD and ADD rates apply
retroactively for each POI. We record CVD as export duty expense at the cash deposit rate until an AR finalizes a new
applicable rate for each POI. We record ADD as export duty expense by estimating the rate to be applied for each POI by
using our actual results and a similar calculation methodology as the USDOC and adjust when an AR finalizes a new
applicable rate for each POI. The difference between the cash deposits and export duty expense is recorded on our
balance sheet as export duty deposits receivable, along with any true-up adjustments to finalized rates.
The softwood lumber case will continue to be subject to NAFTA or the new CUSMA and WTO dispute resolution
processes, and litigation in the U.S. In the past, long periods of litigation have led to negotiated settlements and duty
deposit refunds.
In the interim, duties remain subject to the USDOC AR process, which results in an annual adjustment of duty deposit
rates. Notwithstanding the deposit rates assigned under the investigations, our final liability for CVD and ADD will not be
determined until each annual administrative review process is complete and related appeal processes are concluded.
48
If the future were to adversely differ from our best estimate of the duty deposit rate, we could experience material
adjustments to duty expense and such adjustments could result in an increase of cash outflows.
Reforestation and Decommissioning Obligations
We recognize provisions for various statutory, contractual or legal obligations. In Canada, provincial regulations require
timber quota holders to carry out reforestation to ensure re-establishment of the forest after harvesting. Reforested
areas must be tended for a period sufficient to ensure that they are well established. The time needed to meet regulatory
requirements depends on a variety of factors.
In our operating areas, the time to meet reforestation standards usually spans 12 to 15 years from the time of harvest.
We record a liability for the estimated cost of the future reforestation activities when the harvesting takes place,
discounted at an appropriate rate. The liability is accreted over time through charges to finance expense and reduced by
silviculture expenditures.
We record the best estimate of the expenditure to be incurred to settle decommissioning obligations, such as landfill
closures. This liability is determined using estimated closure costs discounted using an appropriate discount rate. On
initial recognition, the carrying value of the liability is added to the carrying amount of the associated asset and amortized
over its useful life or expensed when there is no related asset. The liability is accreted over time through charges to
finance expense and reduced by actual costs of settlement.
On an annual basis, at a minimum, assumptions underlying the reforestation and decommissioning obligations are
reviewed and adjusted as appropriate. Key assumptions include the timing and the amount of forecasted expenditures
and discount rate.
Material changes in financial position can arise as the actual costs incurred at the time of silviculture activities or
decommissioning may differ from the estimates used in determining the year-end liability. If the provisions for
reforestation and decommissioning obligations were to be inadequate, we could experience an increase to operating
expenses in the future. A charge for an inadequate reforestation and decommissioning obligation provision would result
in an increase of cash outflows proximate to the time that the asset retirement obligation is satisfied.
Accounting Policy Developments
Please refer to Note 2 of our Financial Statements for a description of current and future changes in accounting policies,
including: (1) initial application of standards, interpretations and amendments to standards and interpretations in the
reporting period, and (2) standards, interpretations and amendments to standards and interpretations in the reporting
period not yet effective and not yet applied.
RISKS AND UNCERTAINTIES
Our business is subject to a number of risks and uncertainties that can significantly affect our operations, financial
condition and future performance. We have a comprehensive process to identify, manage, and mitigate risk, wherever
possible. The risks and uncertainties described below are not necessarily the only risks we face. Additional risks and
uncertainties that are presently unknown to us or deemed immaterial by us may adversely affect our business.
Product Demand and Price Fluctuations
Our revenues and financial results are primarily dependent on the demand for, and selling prices of, our products, which
are subject to significant fluctuations. The demand and prices for lumber, plywood, OSB, particleboard, MDF, LVL, pulp,
newsprint, wood chips and other wood products are highly volatile and are affected by factors such as:
•
•
•
•
•
global economic conditions including the strength of the U.S., Canadian, Chinese, Japanese, European and other
international economies, particularly U.S. and Canadian housing markets and their mix of single and multifamily
construction, repair, renovation and remodelling spending;
alternative products to lumber or panels;
construction and home building disruptor technologies that may reduce the use of lumber or panels;
changes in industry production capacity;
changes in world inventory levels;
•
•
•
increased competition from other consumers of logs and producers of lumber or panels; and
regulatory regimes setting a price on carbon that would increase the price of energy or fuel affecting the
manufacturing cost of our products;
other factors beyond our control.
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In addition, unemployment levels, interest rates, the availability of mortgage credit and the rate of mortgage foreclosures
have a significant effect on residential construction and renovation activity, which in turn influences the demand for, and
price of, building materials such as lumber and panel products. Declines in demand, and corresponding reductions in
prices, for our products may adversely affect our financial condition and results of operations.
Our business is highly exposed to fluctuations in demand for and pricing of our wood products. Our sensitivity to
commodity product pricing may result in a high degree of sales and earnings volatility. In the past, we have been
negatively affected by declines in product pricing and have taken production downtime or indefinite curtailments to
manage working capital and minimize cash losses. Severe and prolonged weakness in the markets for our wood products
could seriously harm our financial position, operating results and cash flows.
We cannot predict with any reasonable accuracy future market conditions, demand or pricing for any of our products due
to factors outside our control. Prolonged or severe weakness in the market for any of our principal products would
adversely affect our financial condition. Future demand could also be impacted by the perceived sustainability of our
wood products in contrast with competing alternatives.
Competition
We compete with global producers, some of which may have greater financial resources and lower production costs than
we do. Currency devaluations can have the effect of reducing our competitors’ costs and making our products less
competitive in certain markets. In addition, European lumber producers and South American panel producers may enter
the North American market during periods of peak prices. Markets for our products are highly competitive. Our ability to
maintain or improve the cost of producing and delivering products to those markets is crucial. Factors such as cost and
availability of raw materials, energy and labour, the ability to maintain high operating rates and low per unit
manufacturing costs, and the quality of our final products and our customer service all affect our earnings. Some of our
products are also particularly sensitive to other factors including innovation, quality and service, with varying emphasis
on these factors depending on the product. To the extent that one or more of our competitors become more successful
with respect to any key competitive factor, our ability to attract and retain customers could be materially adversely
affected. If we are unable to compete effectively, such failure could have a material adverse effect on our business,
financial condition and results of operations.
Our products may compete with non‑fibre based alternatives or with alternative products in certain market segments.
For example, steel, engineered wood products, plastic, wood/plastic or composite materials may be used by builders as
alternatives to the products produced by our wood products businesses such as lumber, plywood, OSB, LVL, particleboard
and MDF products. Changes in prices for oil, chemicals and wood‑based fibre can change the competitive position of our
products relative to available alternatives and could increase substitution of those products for our products. In addition,
our customers or potential customers may factor in environmental and sustainability factors in assessing whether to
purchase our wood products. As the use of these alternatives grows, demand for our products may further decline.
Because commodity products have few distinguishing properties from producer to producer, competition for these
products is based primarily on price, which is determined by supply relative to demand and competition from substitute
products. Prices for our products are affected by many factors outside of our control, and we have no influence over the
timing and extent of price changes, which often are volatile. Accordingly, our revenues may be negatively affected by
pricing decisions made by our competitors and by decisions of our customers to purchase products from our competitors.
In addition, continued consolidation in the retail and construction industries could expose us to increased concentration
of customer dependence and increase customers’ ability to exert pricing pressure on us and our products. In addition,
concentration of our business with fewer customers as a result of consolidation could expose us to risks associated with
the loss of key customers. For example, the loss of a significant customer, any significant customer order cancellations or
bad debts could negatively affect our sales and earnings.
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Availability of Fibre
Canada
A significant majority of our Canadian log requirements are harvested from lands owned by a provincial government.
Provincial governments control the volumes that can be harvested under provincially-granted tenures and otherwise
regulate the availability of Crown timber for harvest. Provincial governments also control the renewal or replacement of
provincially-granted tenures, the issuance of operating permits to harvest timber under such tenures and the ability to
transfer or acquire such tenures. Determinations by provincial governments to reduce the volume of timber, to issue or
not issue operating permits to harvest timber, the areas that may be harvested under timber tenures, to restrict the
transfer or acquisition of timber tenures or to regulate the processing of timber or use of harvesting contractors,
including to protect the environment or endangered species, species at risk and critical habitat or as a result of forest fires
or in response to jurisprudence or government policies respecting Indigenous rights and title or reconciliation efforts or
to restrict log processing to local or appurtenant sawmills or to mandate amounts of work to be provided or rates to be
paid to harvesting contractors, may reduce our ability to secure log or residual fibre supply and may increase our log
purchase and residual fibre costs and may impact our lumber, OSB, plywood, LVL, pulp and MDF operations. Specifically,
the AAC for our Canadian timber operations may be reduced as a result of the impact of wildfires, pine beetle infestation
and the amount of non-pine species available for harvest and caribou conservation plans in British Columbia and Alberta,
and the full effect of these reductions on our operations cannot be determined at this time. In addition, government
environmental regulation focused on climate change or future extreme weather events could result in reductions to the
AAC for our Canadian timber operations.
The long term effect of the mountain pine beetle infestation in British Columbia and Alberta and the 2017, 2018 and 2021
wildfire outbreaks in B.C. on our Canadian operations is uncertain. The potential effects include a reduction of future AAC
levels to below current and preinfestation AAC levels and the extent of any reductions are not determinable at this time.
Many of our B.C. operations are experiencing a diminished grade and volume of lumber recovered from beetle-killed and
fire-damaged logs as well as increased production costs. These effects are also present in some of our Alberta operations
where the mountain pine beetle infestation has expanded and as has the processing of fire-damaged logs from wildfire
activity. The timing and extent of the future impact on our future AAC, timber supply, lumber grade and recovery, and
production costs will depend on a variety of factors and at this time cannot be reasonably determined. The effects of the
deterioration of beetle-killed and fire damaged logs could include increased costs, reduced operating rates due to
shortages of commercially merchantable timber and mill closures. In addition, future wildfires or other insect
devastations, whether associated with climate change or not, may impact on government decisions as to AAC levels.
Our timber supply in B.C. may be adversely impacted by the recent amendments to the Forest Act (B.C.) and the Forest
and Range Practices Act (B.C.), as these amendments may result in government regulation or actions that reallocates
harvesting rights to Indigenous Nations or communities or otherwise reduces the available timber supply from our B.C.
licensed lands.
In addition, our timber supply in B.C. may also be negatively impacted by the announced intention of the Government of
B.C. to defer logging in 2.6 million hectares of forests described as “old growth” forests. While the scope of the actions to
be taken by the Government of B.C. under these amended forestry statutes and “old growth” deferral proposals cannot
be determined at this time, these actions could have a material impact on both the amount of our AAC forest tenures and
the amount of timber that we are able to harvest from these tenures.
In addition, provincial governments prescribe the methodologies that determine the amounts of stumpage fees that are
charged in respect of harvesting on Crown lands. Determinations by provincial governments to change stumpage fee
methodologies or rates could increase our log costs.
We rely on third party independent contractors to harvest timber in areas over which we hold timber tenures. Increases
in rates charged by these independent contractors or the limited availability of these independent contractors or new
regulations on the work to be provided and rates to be paid to these contractors may increase our timber harvesting
costs.
We also rely on the purchase of logs through open market purchases and private supply agreements and increased
competition for logs, or shortages of logs may result in increases in our log purchase costs.
United States
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We rely on log supply agreements in the U.S. which are subject to log availability and based on market prices. The
majority of the aggregate log requirements for our U.S. mills is purchased on the open market. Open market purchases
come from timber real estate investment trusts, timberland investment management organizations and private land
owners. Changes in the log markets in which we operate may reduce the supply of logs available to us and may increase
the costs of log purchases, each of which could adversely affect our results. In addition, changes in the market for
residuals may reduce the demand and selling price for the residuals produced by our operations and increase the disposal
costs, which could adversely affect our results.
Europe
Wood fibre for our European OSB, particleboard and MDF operations is purchased from government and private
landowners. Changes in the log markets in which we operate may reduce the supply of logs available to us and may
increase the costs of log purchases, each of which could adversely affect our results.
Additional Risks to Availability of Fibre
When timber, wood chips, other residual fibre and wood recycled materials are purchased on the open market, we are in
competition with other uses of such resources, where prices and the availability of supply are influenced by factors
beyond our control. Fibre supply can also be influenced by natural events, such as forest fires, severe weather conditions,
insect epidemics and other natural disasters, which may increase wood fibre costs, restrict access to wood fibre or force
production curtailments.
Transportation Requirements
Our business depends on our ability to transport a high volume of products and raw materials to and from our production
facilities and on to both domestic and international markets. We rely primarily on third-party transportation providers for
both the delivery of raw materials to our production facilities and the transportation of our products to market. These
third‑party transportation providers include truckers, bulk and container shippers and railways. Our ability to obtain
transportation services from these transportation service providers is subject to risks which include, without limitation,
availability of equipment and operators, disruptions due to weather, natural disasters and labour disputes. We
experienced significant transportation disruptions in British Columbia in the fourth quarter of 2021 as a result of severe
weather and flooding in British Columbia which materially impacted our ability to ship lumber from British Columbia. To
the extent that climate change results in more frequent severe weather occurrences, we may experience increased
frequency of transportation disruptions in future years which may again result in a disruption of our ability to delivery our
ability to ship lumber and other products that we manufacture. In addition, the potential of increased frequency of
severe weather events may ultimately result in increased transportation costs as transportation providers, including
railways, undertake capital expenditures to improve the ability of the transportation infrastructure to withstand severe
weather events or to repair damage from severe weather events in order to maintain services.
Transportation services may also be impacted by seasonal factors, which could impact the timely delivery of raw
materials and distribution of products to customers. As a result of rail capacity constraints, access to adequate
transportation capacity has at times been strained and could affect our ability to transport our products to markets and
could result in increased product inventories. Any failure of third-party transportation providers to deliver finished goods
or raw materials in a timely manner, including failure caused by adverse weather conditions or work stoppages, could
harm our reputation, negatively affect customer relationships or disrupt production at our mills. Transportation costs are
also subject to risks that include, without limitation, increased rates due to competition, increased fuel costs and
increased capital expenditures related to repair, maintenance and upgrading of transportation infrastructure. Increases in
transportation costs will increase our operating costs and adversely impact our profitability. If we are unable to obtain
transportation services or if our transportation costs increase, our revenues may decrease due to our inability to deliver
products to market and our operating expenses may increase, each of which would adversely affect our results of
operations.
Trade Restrictions
A substantial portion of our products that are manufactured in Canada are exported for sale. Our financial results are
dependent on continued access to the export markets and tariffs, quotas and other trade barriers that restrict or prevent
access represent a continuing risk to us. Canadian softwood lumber exports to the U.S. have been the subject of trade
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disputes and managed trade arrangements for the last several decades. During the period from October 2006 through
October 2015 these exports were subject to a trade agreement between the U.S. and Canada and on the expiry of that
agreement, a one‑year moratorium on trade sanctions by the U.S. came into place. That moratorium has expired and in
November 2016 a group of U.S. lumber producers petitioned the USDOC and the USITC to impose trade sanctions against
Canadian softwood lumber exports to the U.S. In 2017 duties were imposed on Canadian softwood lumber exports to the
U.S. The current duties are likely to remain in place until and unless some form of trade agreement can be reached
between the U.S. and Canada (which trade agreement could include other tariffs or duties or quotas that restrict lumber
exports) or a final, binding determination is made as a result of litigation. Unless the additional costs imposed by duties
can be passed along to lumber consumers, the duties will increase costs for Canadian producers and, in certain cases,
could result in some Canadian production becoming unprofitable. Whether and to what extent duties can be passed
along to consumers will largely depend on the strength of demand for softwood lumber, which is significantly influenced
by the levels of new residential construction in the U.S. If duties can be passed through to consumers in whole or in part
the price of Canadian softwood lumber will increase (although the increase will not necessarily be for the benefit of
Canadian producers) which in turn could cause the price of SYP lumber, which would not be subject to the duty, to
increase as well.
While the USDOC has issued its final duty rates for 2019, the duty rates for 2020 and 2021 periods of investigation have
not been finalized, and there is no assurance that the final rates for antidumping duty and countervailing duty will not
differ materially from the cash deposit rates in place for those years.
The application of U.S. trade laws could, in certain circumstances, create significant burdens on us. We are a mandatory
respondent in current investigations being conducted by the USDOC into alleged subsidies and dumping of Canadian
softwood lumber. In addition, the current trade dispute between the U.S. and China could negatively impact either or
both the U.S. and Chinese economies which could have an adverse effect on the demand for our products and could
adversely affect our financial results. Further, the current diplomatic and trade issues between Canada and China could
result in tariffs and other trade barriers that restrict access to the market in China for our products.
The future performance of our business is dependent upon international trade and, in particular, cross border trade
between Canada and the U.S. and between the United Kingdom (“UK”) and European Union. Access to markets in the
U.S., the European Union and other countries may be affected from time to time by various trade-related events. The
financial condition and results of operations of our business could be materially adversely affected by trade rulings, the
failure to reach or adopt trade agreements, the imposition of customs duties or other tariffs, or an increase in trade
restrictions in the future.
Environment
We are subject to regulation by federal, provincial, state, municipal and local environmental authorities, including, among
other matters, environmental regulations relating to air emissions and pollutants, wastewater (effluent) discharges, solid
and hazardous waste, landfill operations, forestry practices, permitting obligations, site remediation and the protection of
threatened or endangered species and critical habitat. Concerns over climate change, carbon emissions, water and land-
use practices and the protection of threatened or endangered species and critical habitat could also lead governments to
enact additional or more stringent environmental laws and regulations that may require us to incur significant capital
expenditures, pay higher taxes or fees, including carbon related taxes or otherwise could adversely affect our operations
or financial conditions.
We have incurred, and will continue to incur, capital expenditures and operating costs to comply with environmental laws
and regulations, including the U.S. Environmental Protection Agency’s Boiler MACT (maximum achievable control
technology) regulations. These regulations include environmental laws and regulations relating to air emissions,
wastewater discharges, solid and hazardous waste management, plant and wildlife protection and site remediation, as
well as workplace safety. In addition, changes in the regulatory environment respecting climate change have and may
lead governments and regulatory bodies to enact additional or more stringent laws and regulations and impose
operational restrictions or incremental levies and taxes applicable to our Company which could require us to incur
increased capital expenditures or result in increased operating expenses. In addition, we anticipate incurring additional
capital expenditures in connection with capital projects that we plan to undertake in order to achieve our targeted
greenhouse gas emission objectives. These capital expenditures may be greater than initially projected, and changes in
environmental laws could impose more stringent requirements than our targeted objectives and result in increased
capital expenditures or acceleration of the time for completion of the capital projects.
No assurance can be given that changes in these laws and regulations or their application will not have a material adverse
effect on our business, operations, financial condition and operational results. Similarly, no assurance can be given that
capital expenditures necessary for future compliance with existing and new environmental laws and regulations could be
financed from our available cash flow. Failure to comply with applicable laws and regulations could result in fines,
penalties or other enforcement actions that could impact our production capacity or increase our production costs. In
addition, laws and regulations could become more stringent or subject to different interpretation in the future.
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We may discover currently unknown environmental problems, contamination, or conditions relating to our past or
present operations. This or any failure to comply with environmental laws and regulations may require site or other
remediation costs or result in governmental or private claims for damage to person, property, natural resources or the
environmental or governmental sanctions, including fines or the curtailment or suspension of our operations, which could
have a material adverse effect on our business, financial condition and operational results.
We are currently involved in investigation and remediation activities and maintain accruals for certain environmental
matters or obligations, as set out in the notes to our Annual Financial Statements. Changing weather patterns and
climatic conditions due to natural and man-made causes, including temperature shifts and changes to seasonal norms for
winter and summer, can adversely impact our ability to meet our reforestation obligations and the expected cost to settle
these liabilities. There can be no assurance that any costs associated with such obligations or other environmental
matters will not exceed our accruals.
Our Canadian woodland operations, and the harvesting operations of our many key U.S. log and European wood fibre
suppliers, in addition to being subject to various environmental protection laws, are subject to third-party certification as
to compliance with internationally recognized, sustainable forest management standards. Demand for our products may
be reduced if we are unable to achieve compliance or are perceived by the public as failing to comply, with these
applicable environmental protection laws and sustainable forest management standards, or if our customers require
compliance with alternate forest management standards for which our operations are not certified. In addition, changes
in sustainable forest management standards or our determination to seek certification for compliance with alternate
sustainable forest management standards may increase our costs of wood fibre and operations.
Climate Change, Environmental and Social Risks
We face direct risks associated with climate change and the environment, as well as indirect risks resulting from the
growing international concern regarding climate change, environmental and social matters. Specifically, there has been a
significant increase in focus on the timing and ability of organizations to transition to a lower-carbon economy and to
demonstrate a commitment to environmental, social and governance issues. Governments, financial institutions,
insurance companies, environmental and governance organizations, institutional investors, social and environmental
activists, and individuals, are increasingly seeking to implement, among other things, regulatory developments, policy
changes and investment patterns, which, individually and collectively may have financial implications for both us and our
stakeholders (i.e., customers, suppliers, shareholders).
Our business operations face risks associated with climate change and the environment, as identified and discussed in
this Risk and Uncertainties section of this MD&A. In addition, climate change and its associated impacts may increase our
exposure to, and magnitude of, other risks identified in this Risk and Uncertainties section of this MD&A.
Overall, we are not able to estimate at this time the degree to which climate change related regulatory, climatic
conditions, and climate-related transition risks could impact our financial and operating results. Our business, financial
condition, results of operations, cash flows, reputation, access to capital, access to insurance, cost of borrowing, access to
liquidity, ability to fund dividend payments and/or business plans may, in particular, without limitation, be adversely
impacted as a result of climate change and its associated impacts.
We also face potential strategic, reputational, business, legal and regulatory risks relating to our actual or perceived
actions, or inaction, in relation to climate change and other environmental and social risk issues, progress against its
environmental or social commitments, or our disclosures on these matters. Investors and stakeholders increasingly
compare companies based on climate-related performance and a perception among financial institutions and investors
that our ESG initiatives, including the forestry industry’s sustainability initiatives, are insufficient, could adversely affect
our reputation and ability to attract investors and capital. We will be adopting certain greenhouse gas emissions
reduction targets as part of our overall sustainability and ESG initiatives, which will include the adoption of science-based
targets to achieve significant reductions to GHG emissions targeted by 2030. There is a risk that we will not meet our GHG
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emissions reduction targets, that some or all of the expected benefits and opportunities of achieving our various GHG and
sustainability targets may fail to materialize, and that achieving the targets may cost more to achieve than projected or
may not occur within anticipated time periods. Our failure to achieve our GHG or our sustainability targets, or a
perception by key stakeholders, including our customers and our investors, that our GHG targets or other ESG initiatives
are insufficient, could adversely affect our reputation and our ability to attract investors, capital and insurance coverage.
Further, actions taken by us to meet our GHG targets and achieve our sustainability objectives may ultimately increase
our projected capital expenditures and our costs of operations. In addition, our ability to access capital or the costs of
available capital may be adversely affected in the event that financial institutions, investors, rating agencies and/or
lenders adopt more restrictive sustainability policies than we have committed to.
Indigenous Groups
Issues relating to Indigenous groups, including Indigenous Nations, Métis and others, have the potential for an impact on
resource companies operating in Canada including West Fraser. Risks include potential delays or effects of governmental
decisions relating to Canadian Crown timber harvesting rights (including their grant, renewal or transfer or authorization
to harvest) in light of the government’s duty to consult and accommodate Indigenous groups in respect of Aboriginal
rights or treaty rights, agreements governments may choose to enter into with Indigenous groups or steps governments
may take in favour of Indigenous groups even if not required by law, related terms and conditions of authorizations and
potential findings of Aboriginal title over land.
We participate, as requested by the government, in the consultation process in support of the government fulfilling its
duty to consult. We also seek to develop and maintain good relationships and, where possible, agreements with
Aboriginal groups that may be affected by our business activities. However, as the jurisprudence and government policies
respecting Indigenous rights and title and the consultation process continue to evolve, as treaty and non-treaty
negotiations continue, and as governments continue to announce and implement further policy and legislative changes to
Indigenous interests (including, but not limited to the British Columbia Declaration of the Rights of Indigenous Peoples Act
and the federal United Nations Declaration on the Rights of Indigenous Peoples Act, we cannot assure that Indigenous
claims will not in the future have a material adverse effect on our timber harvesting rights or our ability to exercise or
renew them or secure other timber harvesting rights.
In addition, if the Government of British Columbia implements its plan to defer logging in “old growth” forest areas, our
ability to secure timber supply from affected areas may be impacted by our ability to foster and maintain good relations
with Indigenous Nations in the impacted areas, and their willingness to approve or consent to logging of portions of our
forest licenses that are considered “old growth” forests. The unwillingness of Indigenous Nations to approve or consent
to logging in areas impacted by the deferral could reduce the amount of timber supply available to us.
Contagious Disease
The continuing COVID‑19 pandemic could cause interruptions to our business and operations and otherwise have an
adverse effect on our business, financial condition and/or results of operations including as a result of the effects on: (i)
global economic activity, (ii) the business, operations, financial condition, and solvency of our customers caused by
operating shutdowns or disruptions or financial or liquidity issues, (iii) the demand for and price of our products, (iv) the
health of our employees and the impact on their ability to work or travel, (v) our ability to operate our manufacturing
facilities, (vi) our supply chain and the ability of third party suppliers, service providers and/or transportation carriers to
supply goods or services on which we rely on to transport our products to market, and (vii) our revenues, cash flow,
liquidity and ability to maintain compliance with the covenants in our credit agreements. Specifically, the current
escalation of the highly transmissible Omicron variant or future variants may result in our inability to fully staff our
manufacturing facilities, with the result that we may be forced to temporarily close facilities or reduce production rates
during periods. In addition, our future business may be impacted local, regional, national or international outbreak or
escalation of other contagious diseases, viruses or other illnesses, including future COVID‑19 variants, Middle East
Respiratory Syndrome, Severe Acute Respiratory Syndrome, H1N1 influenza virus, avian flu or any other similar illness, or
fear of the foregoing,
Demand and prices for our products may be adversely affected by such outbreaks and pandemics that affect levels of
economic activity, and we are unable to predict or estimate the timing or extent of the impact of such outbreaks and
pandemics. Governmental measures or restrictions, including those requiring the closures of businesses, restrictions on
travel, country, provincial or state and city-wide isolation orders, and physical distancing requirements, may directly
affect our operations and employees and those of our customers, suppliers and service providers, and the demand for
and pricing of our products. The spread of such viruses among our employees or those of our suppliers or service
providers could result in lower production and sales, higher costs, and supply and transportation constraints. Accordingly,
our production, costs, and sales may be negatively affected, which could have a material adverse effect on our business,
financial condition and/or results of operation.
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Given the ongoing and dynamic nature of the COVID-19 outbreak, it is challenging to predict the impact on the
Company’s business. The extent of such impact will depend on future developments, which are highly uncertain,
including the resurgence of COVID-19 as restrictions are eased or lifted, new information that may emerge concerning the
spread and severity of COVID-19, and actions taken to address its impact, among others. It is difficult to predict how this
virus may affect our business in the future, including its effect (positive or negative; long or short term) on the demand
and price for our products. It is possible that COVID-19, particularly if it has a prolonged duration, could have a material
adverse effect on our supply chain, market pricing and customer demand, and distribution networks. These factors may
further impact our operating plans, business, financial condition, liquidity, the valuation of long-lived assets, and
operating results.
Regulatory
Our operations are subject to extensive general and industry specific federal, provincial, state, municipal and other local
laws and regulations and other requirements, including those governing forestry, exports, taxes (including, but not
limited to, income, sales and carbon taxes), employees, labour standards, occupational health and safety, waste disposal,
environmental protection and remediation, protection of endangered and protected species and land use and
expropriation. We are required to obtain approvals, permits and licences for our operations, which may require advance
consultation with potentially affected stakeholders including Indigenous groups and impose conditions that must be
complied with. If we are unable to obtain, maintain, extend or renew, or are delayed in extending or renewing, a material
approval, permit or license, our operations or financial condition could be adversely affected. There is no assurance that
these laws, regulations or government requirements, or the administrative interpretation or enforcement of existing laws
and regulations, will not change in the future in a manner that may require us to incur significant capital expenditures,
pay higher taxes or otherwise could adversely affect our operations or financial condition. Failure to comply with
applicable laws or regulations, including approvals, permits and licences, could result in fines, penalties or enforcement
actions, including orders suspending or curtailing our operations or requiring corrective measures or remedial actions.
Natural and Man-Made Disasters and Climate Change Adaptation
Our operations are subject to adverse natural or man-made events such as forest fires, flooding, hurricanes and other
severe weather conditions, climate change, timber diseases and insect infestations including those that may be
associated with warmer climate conditions, and earthquake activity. Over the past several years, changing weather
patterns and climatic conditions due to natural and man-made causes, including temperature shifts and changes to
seasonal norms for winter and summer, have added to the unpredictability and frequency of natural events such as
severe weather, hurricanes, flooding, hailstorms, wildfires, snow, ice storms, and the spread of disease and insect
infestations. Trends towards heavier precipitation patterns, changes to water quality and water storage on the land base
can result in the overall degradation of water quality and reduced water supply levels. These events could damage or
destroy or adversely affect the operations at our physical facilities or the cost, availability, and quality of our timber
supply, and similar events could also affect the facilities of our suppliers or customers. Any such damage or destruction
could adversely affect our financial results as a result of the reduced availability of timber, decreased production output,
increased operating costs or the reduced availability of transportation. Although we believe we have reasonable
insurance arrangements in place to cover certain of such incidents related to damage or destruction, there can be no
assurance that these arrangements will be sufficient to fully protect us against such losses. As is common in the industry,
we do not insure loss of standing timber for any cause.
In addition, government action to address climate change, carbon emissions, water and land use and the protection of
threatened or endangered species and critical habitat may result in the enactment of additional or more stringent laws
and regulations that may require us to incur significant capital expenditures, pay higher taxes or fees, including carbon
related taxes, or otherwise could adversely affect our operations or financial conditions.
Information Technology and Cyber Security
We are reliant on our information and operations technology systems to operate our manufacturing facilities, access
fibre, communicate internally and with suppliers and customers, to sell our products and to process payments and payroll
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as well as for other corporate purposes and financial reporting. An interruption or failure or unsuccessful implementation
and integration of our information and operations technology systems could result in a material adverse effect on our
operations, business, financial condition and results of operations.
In order to optimize performance, we regularly implement business process improvement initiatives and invest capital to
upgrade our information technology infrastructure. These initiatives may involve risks to the operations and we may
experience difficulties during the transition to these new or upgraded systems and processes. Difficulties in implementing
new or upgraded information systems or significant system failures could disrupt operations and have a material adverse
effect on the business.
In the ordinary course of our business, we collect and store sensitive data, including intellectual property, proprietary
business and confidential financial information and identifiable personal information of our employees. We rely on
industry accepted security measures and technology to protect our information systems and confidential and proprietary
information.
However, our information and operations technology systems, including process control systems, are still subject to cyber
security risks and are vulnerable to natural disasters, fires, power outages, vandalism, attacks by hackers or others or
breaches due to employee error or other disruptions. Any such attack on or breach of our systems including through
exposure to potential computer viruses or malware could compromise our systems and stored information may be
accessed, publicly disclosed, lost or compromised, which could result in legal claims or proceedings, liability under laws
that protect the privacy of personal information, regulatory penalties, disruptions to our operations, decreased
performance and production, increased costs, and damage to our reputation, which could have a material adverse effect
on our business, financial condition and results of operations. As cyber security threats continue to evolve, we may be
required to expend additional resources to continue to modify or enhance protective measures or to investigate and
remediate any security vulnerabilities. However, our exposure to these risks cannot be fully mitigated due to the nature
of these threats. Further, disruptions resulting from cyber security breaches could expose us to potential liability or other
proceedings by affected individuals, business partners and/or regulators. As a result, we could face increased costs if any
future claims exceed our insurance coverage.
Product Liability and Legal Proceedings
We produce a variety of wood-based panels that are used in new home construction, repair and remodelling of existing
homes, furniture and fixtures, and industrial applications. In the normal course of business, the end users of our products
have in the past made, and could in the future make, claims with respect to the fitness for use of its products or claims
related to product quality or performance issues. In addition, we have been in the past and may in the future be involved
in legal proceedings related to antitrust, negligence, personal injury, property damage, environmental matters, and
labour and other claims against us or our predecessors. We could face increased costs if any future claims exceed
purchased insurance coverage.
Capital Intensity
Our business and the production of wood-based panels is capital intensive. There can be no assurance that key
manufacturing facilities and pieces of equipment will not need to be updated, modernized, repaired or replaced, or that
operation of our manufacturing facilities could not otherwise be disrupted unexpectedly, for example by adverse
weather, labour disputes, information technology disruptions, power outages, fire, explosion or other hazards including
combustible wood dust. In certain circumstances, the costs of repairing or replacing equipment, and the associated
downtime of the affected production line, may not be insurable.
We are required to review our long-lived assets for indicators that their carrying values will not be recovered. Indicators
could include high raw material costs, energy cost, changes in demand for our products, declines in product pricing,
changes in technology, prolonged negative results or operational curtailments, and may result in non-cash impairment or
accelerated depreciation charges in the future and therefore have a negative impact to earnings in the period when these
charges are recorded.
Tax Exposures
In the normal course of business, we take various positions in the filing of our tax returns, and there can be no assurance
that tax authorities will not challenge such filing positions. In addition, we are subject to further uncertainties concerning
the interpretation and application of tax laws in various operating jurisdictions. We provide for known estimated tax
exposures in all jurisdictions. These exposures are settled primarily through the closure of audits with the jurisdictional
taxing authorities. However, future settlements could differ materially from our estimated liabilities.
57
Potential Future Changes in Tax Laws, including Tax Rates
Our corporate structure is based on prevailing taxation law, regulations and practice in the local jurisdictions in which we
operate. We are aware that new taxation rules could be enacted or that existing rules could be applied in a manner that
subjects our profits to additional taxation or otherwise has a material adverse effect on our profitability, results of
operations, deferred tax assets and liabilities, financial condition or the trading price of its securities. Our management is
continually monitoring changes in tax policy, tax legislation (including in relation to taxation rates), and the interpretation
of tax policy or legislation or practice that could have such an effect. At any given time, we may face tax exposures arising
out of changes in tax or transfer pricing laws, tax reassessments or otherwise. Governments around the world are
increasingly seeking to regulate multinational companies and their use of differential tax rates between jurisdictions. This
effort includes a greater emphasis by various nations to coordinate and share information regarding companies and the
taxes they pay. Changes in governmental taxation policies and practices could adversely affect us or result in negative
media coverage and, depending on the nature of such policies and practices, could have a greater impact on the
Company than on other companies.
Foreign Currency Exchange Rates
Our Canadian operations sell the majority of their products at prices denominated in U.S. dollars or based on prevailing
U.S. dollar prices while a significant portion of their operational costs and expenses are incurred in Canadian dollars.
Upon closing of the Norbord Acquisition, we have changed the functional currency and presentation currency of our
Canadian operations, with the exception of our Canadian newsprint operation, from Canadian dollars to United States
dollars. Our United Kingdom operations sell a portion of their products at prices denominated in Euros while the majority
of their costs are incurred in British Pounds Sterling.
Accordingly, exchange rate fluctuations will result in exchange gains or losses recorded in earnings and other
comprehensive earnings. This results in significant earnings sensitivity to changes in the relative value of the United
States dollar in comparison to the value of the Canadian dollar, British pound sterling and Euro. These exchange rates are
affected by a broad range of factors which makes future rates difficult to accurately predict. Significant fluctuations in
relative currency values may also negatively affect the cost competitiveness of our facilities, the value of our foreign
investments, the results of our operations and our financial position.
Financial
Capital Plans
Our capital plans will include, from time to time, expansion, productivity improvement, technology upgrades, operating
efficiency optimization and maintenance, repair or replacement of our existing facilities and equipment. In addition, we
will from time to time undertake the acquisition of facilities or the rebuilding or modernization of existing facilities,
including the rebuilding and modernization of existing and newly acquired facilities. We may also in the future be
required to undertake capital projects to (i) address or mitigate the impacts of climate change and extreme weather
events at our facilities, (ii) comply with new government regulation directed at reducing the impacts of climate change;
(iii) reduce the carbon intensity or footprint of our existing operations by reducing or eliminating fossil fuel usage, or (iii)
comply with new government regulation directed at improving environmental protection. If the capital expenditures
associated with these capital projects are greater than we have projected or if construction timelines are longer than
anticipated, or if we fail to achieve the intended efficiencies, our financial condition, results of operations and cash flows
may be adversely affected. In addition, our ability to expand production and improve operational efficiencies will be
contingent on our ability to execute on our capital plans. Our capital plans and our ability to execute on such plans may
be adversely affected by availability of, and competition for, qualified workers and contractors, machinery and equipment
lead times, changes in government regulations, unexpected delays and increases in costs of completing capital projects
including due to increased materials, machinery and equipment costs resulting from trade disputes and increased tariffs
and duties.
58
Capital Resources
We believe our capital resources will be adequate to meet our current projected operating needs, capital expenditures
and other cash requirements. Factors that could adversely affect our capital resources include prolonged and sustained
declines in the demand and prices for our products, unanticipated significant increases in our operating expenses and
unanticipated capital expenditures. If for any reason we are unable to provide for our operating needs, capital
expenditures and other cash requirements on commercially reasonable terms, we could experience a material adverse
effect to our business, financial condition, results of operations and cash flows.
Availability of Credit
We rely on long term borrowings and access to revolving credit in order to finance our ongoing operations. Our ability to
refinance or renew such facilities will be dependent upon our financial condition, profitability and credit ratings and
prevailing financial market conditions. Any change in availability of credit in the market, as could happen during an
economic downturn, could affect our ability to access credit markets on commercially reasonable terms. In the future we
may need to access public or private debt markets to issue new debt. Deteriorations or volatility in the credit markets
could also adversely affect:
•
•
•
•
our ability to secure financing to proceed with capital expenditures for the repair, replacement or expansion of
our existing facilities and equipment;
our ability to comply with covenants under our existing credit or debt agreements;
the ability of our customers to purchase our products; and
our ability to take advantage of growth, expansion or acquisition opportunities.
In addition, deteriorations or volatility in the credit market could result in increases in the interest rates that we pay on
our outstanding non‑fixed rate debt, which would increase our costs of borrowing and adversely affect our results.
We have notes maturing in 2024 and a term loan maturing in 2024. There is no assurance that financing will be available
to us when required or may not be available to us on commercially favourable or otherwise satisfactory terms in the
future to re-finance these notes and term loan when they become due.
Credit Ratings
Credit rating agencies rate our debt securities based on factors that include our operating results, actions that we take,
their view of the general outlook for our industry and their view of the general outlook for the economy. Actions taken by
the rating agencies can include maintaining, upgrading or downgrading the current rating or placing us on a watch list for
possible future downgrading. Downgrading the credit rating of our debt securities or placing us on a watch list for
possible future downgrading could limit our access to the credit markets, increase our cost of financing and have an
adverse effect on our financial condition.
Costs of Materials and Energy
We rely heavily on certain raw materials, including logs, wood chips and other fibre sources, chemicals, and energy
sources, including natural gas and electricity, in our manufacturing processes. Competition from our industry and other
industries may result in increased demand and costs for these raw materials and energy sources. Increases in the costs of
these raw materials and energy sources will increase our operating costs and will reduce our operating margins. There is
no assurance that we will be able to fully offset the effects of higher raw material or energy costs through hedging
arrangements, price increases, productivity improvements or cost‑reduction programs.
Operational Curtailments
From time to time, we suspend or curtail operations at one or more of our facilities in response to market conditions,
environmental risks, or other operational issues, including, but not limited to scheduled and unscheduled maintenance,
temporary periods of high electricity prices, power failures, equipment breakdowns, adverse weather conditions, labour
disruptions, unavailability of staff due to COVID-19, fire hazards, and the availability or cost of raw materials including
logs and wood chips. In addition, the potential increased frequency of extreme weather events associated with climate
change may result in operational curtailments becoming more frequent than we have experienced historically.
In addition, our ability to operate at full capacity may be affected by ongoing capital projects. As a result, our facilities
may from time to time operate at less than full capacity. These operational suspensions could have a material adverse
effect on our financial condition as a result of decreased revenues and lower operating margins.
59
In Canada, a substantial portion of the wood chip requirements of our Canadian pulp and paper operations are provided
by our Canadian sawmills and plywood and LVL plants. If wood chip production is reduced because of production
curtailments, improved manufacturing efficiencies or any other reason, our pulp and paper operations may incur
additional costs to acquire or produce additional wood chips or be forced to reduce production. Conversely, pulp and
paper mill production curtailments may require our sawmills and panel mills to find other ways to dispose of residual
wood fibre and may result in curtailment or suspension of lumber, plywood or LVL production and increased costs.
Labour and Services
Our operations rely on experienced local and regional management and both skilled and unskilled workers as well as third
party services such as logging and transportation and services for our capital projects. Because our operations are
generally located away from major urban centers, we often face strong competition from our industry and others such as
oil and gas production, mining and manufacturing for labour and services, particularly skilled trades. Shortages of key
services or shortages of management leaders or skilled or unskilled workers, including those caused by a failure to attract
and retain a sufficient number of qualified employees and other personnel or high employee turnover could impair our
operations by reducing production or increasing costs or the ability to execute on our capital projects including timing
and costs.
We employ a unionized workforce in a number of our operations. Walkouts or strikes by employees could result in lost
production and sales, higher costs, supply constraints and litigation that could have a material adverse effect on our
business. In addition, disputes with the unions that represent our employees may lead to litigation, the result of which
may adversely impact cash flow and profitability of certain of our operations. Also, we depend on a variety of third parties
that employ unionized workers to provide critical services to us. Labour disputes experienced by these third parties could
lead to disruptions at our facilities.
Approximately 35% of our employees are covered by collective agreements. There were no expired collective agreements
remaining as at December 31, 2021, other than the collective agreement with respect to our Hinton facilities. All of our
UK and Belgian union contracts are evergreen. Union agreements representing approximately 9% and 30% of our
unionized employees expire in 2022 and 2023, respectively. In the event that we are unable to renew these collective
agreements upon their expiry, we could experience strikes or labour stoppages at the impacted facilities which could
result in lost production and sales, higher costs and/or supply constraints.
Wood Dust
Our operations generate wood dust which has been recognized for many years as a potential health and safety hazard
and operational issue. The potential risks associated with wood dust have been increased in those of our B.C. and Alberta
facilities that have been processing mountain pine beetle‑killed logs and fire damaged logs as the wood dust generated
from these logs tends to be drier, lighter and finer than wood dust typically generated. We have adopted a variety of
measures to reduce or eliminate the risks and operational challenges posed by the presence of wood dust in our facilities
and we continue to work with industry and regulators to develop and adopt best mitigation practices. Any explosion or
similar event at any of our facilities or any third-party facility could result in significant loss, increases in expenses and
disruption of operations, each of which would have a material adverse effect on our business.
Pension Plan Funding
We are the sponsor of several defined benefit pension plans, including plans of Norbord which we assumed as part of the
Norbord Acquisition, which exposes us to market risks related to plan assets and liabilities. Funding requirements for
these plans are based on actuarial assumptions concerning expected return on plan assets, future salary increases, life
expectancy and interest rates. If any of these assumptions differs from actual outcomes such that a funding deficiency
occurs or increases, we would be required to increase cash funding contributions which would in turn reduce the
availability of capital for other purposes. We are also subject to regulatory changes regarding these plans which may
increase the funding requirements which would in turn reduce the availability of capital for other purposes.
60
International Sales
A portion of our products are exported to customers in China, Japan and in developing markets. International sales
present a number of risks and challenges, including but not limited to the effective marketing of our products in foreign
countries, collectability of accounts receivable, tariffs and other barriers to trade and recessionary environments in
foreign economies.
Strategic Initiatives
Our future success may in part be dependent on the performance of strategic initiatives, which could include growth in
certain segments or markets and acquisitions. There can be no assurance that we will be able to successfully implement
important strategic initiatives in accordance with our expectations, which may adversely affect our business, financial
results and future growth prospects.
Acquisitions
We may evaluate and complete potential acquisitions from time to time and have in the past grown through acquisitions.
However, there is no assurance that we in the future will be able to successfully identify potential acquisitions or
efficiently and cost-effectively integrate any assets or business that we acquire without disrupting existing operations.
Acquisitions are subject to a range of inherent risks, including the assumption of incremental regulatory/compliance,
pricing, labour relations, litigation, environmental, tax and other risks. Further, we may not be able to successfully
integrate or achieve anticipated synergies from those acquisitions which we do complete and/or such acquisitions may be
dilutive in the short to medium term. Any of these adverse outcomes could result in us not achieving the financial
benefits of prospective acquisitions and have a material adverse effect on our profitability
We May Not Achieve the Anticipated Benefits from the Acquisition of Norbord
Our ability to realize the anticipated benefits and synergies of our acquisition of Norbord will depend in part on our
successfully consolidating Norbord’s business and integrating Norbord’s operations, procedures and personnel in a timely
and efficient manner, as well as on our ability to realize the anticipated growth opportunities and synergies, efficiencies
and cost savings from the combined business. There is no assurance that the targeted annual synergies will be achieved.
Return of Capital to Shareholders
We have returned capital to our shareholders in 2021 through a combination of dividends and share repurchases, both
through our normal course issuer bid and our substantial issuer bid. There is no assurance that we will continue to return
capital to shareholders in future years, or as to the amount of capital that will be returned. Further, decisions to return
capital to shareholders remain at the discretion of our board of directors and shareholders may not agree with the
manner and the amounts of capital that are returned to shareholders. The declaration and payment of cash dividends
remains within the discretion of our board of directors. Historically, cash dividends have been declared on a quarterly
basis payable after the end of each quarter. There is no assurance that our board of directors will continue to maintain
our dividend at the current rate. Our board of directors has the power to declare dividends in its discretion and in any
manner and at any time as it may deem necessary or appropriate in the future. For these reasons, as well as others, there
can be no assurance that dividends that we pay in the future will be equal or similar to the dividends historically paid by
West Fraser or that our board of directors will not decide to suspend or discontinue the payment of cash dividends in the
future.
Risks Associated with the NYSE Listing and Litigation
We have listed the West Fraser Shares on the NYSE in connection with our completion of the Norbord Acquisition. Our
continued listing on the NYSE may expose us to additional regulatory proceedings, litigation (including class actions),
mediation, and/or arbitration from time to time, which could adversely affect our business, financial condition and
operations. Monitoring and defending against legal actions, with or without merit, can be time-consuming, may divert
management’s attention and resources and can cause us to incur significant expenses. In addition, legal fees and costs
incurred in connection with such activities may be significant and we may, in the future, be subject to judgments or enter
into settlements of claims for significant monetary damages. While we have insurance that may cover the costs and
awards of certain types of litigation, the amount of insurance may not be sufficient to cover any costs or awards.
Substantial litigation costs or an adverse result in any litigation may adversely impact our business, financial condition, or
operations. Litigation, and any decision resulting therefrom, may also create a negative perception of West Fraser.
61
Risk Associated with Internal Controls
We are required to maintain and evaluate the effectiveness of our internal controls over financial reporting under
National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings in Canada and under the
Exchange Act in the United States. Effective internal controls are required for us to accurately and reliably report our
financial results and other financial information. There is no assurance that we will be able to achieve and maintain the
adequacy of our internal controls over financial reporting as such standards are modified, supplemented, or amended
from time to time, and we may not be able to ensure that we can conclude on an ongoing basis that our internal controls
over financial reporting is effective. Our failure to establish and maintain effective internal controls over financial
reporting could result in our inability to meet our reporting obligations, our inability to prevent fraud and our ability to
detect material misstatements. As a result, any failure to maintain effective internal controls over financial reporting may
result in investors losing confidence in our ability to report timely, accurate and reliable financial and other information,
may expose us to legal or regulatory actions and may adversely impact the market value of our Common shares.
In addition, under Section 404 of the Sarbanes-Oxley Act, we will be required to design, document and test the
effectiveness of our internal controls over financial reporting. There is no assurance that our efforts to develop and
maintain our internal controls will be successful or sufficient to meet our obligations under SOX or that our auditors will
deliver their attestation report confirming their opinion that our internal controls over financial reporting are effective as
at December 31, 2022.
Our Common Shares May be Subject to Trading Volatility
Our Common Shares will be subject to material fluctuations in trading prices and volumes which may increase or
decrease in response to a number of events and factors, which will include:
•
•
•
•
•
•
•
•
•
•
•
changes in the market price of the commodities that we sell and purchase;
current events affecting the economic situation in North America, Europe and the international markets in which
our products are sold;
trends in the lumber and OSB industries and other industries in which we operate;
regulatory and/or government actions;
changes in financial estimates and recommendations by securities analysts;
future acquisitions and financings;
the economics of current and future projects undertaken by us;
variations in our operating results, financial condition or dividend policies;
the operating and share price performance of other companies, including those that investors may deem
comparable to West Fraser;
the issuance of additional equity securities by us; and
the occurrence of any of the risks and uncertainties described above.
In addition to factors directly affecting West Fraser, our Common shares may also experience volatility that is attributable
to the overall state of the stock markets in which wide price swings may occur as a result of a variety of financial,
economic and market perception factors. This overall market volatility may adversely affect the price of our Common
shares, regardless of our own relative operating performance.
CONTROLS AND PROCEDURES
West Fraser is responsible for establishing and maintaining disclosure controls and procedures and internal control over
financial reporting, each as defined in NI 52-109.
Limitations on Scope of Design of DC&P and ICFR
In accordance with the provisions of NI 52-109, our management has limited the scope of its design of West Fraser’s
disclosure controls and procedures and internal control over financial reporting to exclude controls, policies and
procedures of Angelina Forest Products LLC, which was acquired on December 1, 2021.
62
Angelina’s contribution to our consolidated financial statements for the year ended December 31, 2021 was $15 million
of sales, representing approximately 0.1% of consolidated sales, and $1 million of earnings, representing a nominal
percentage of consolidated earnings. Additionally, assets attributed to Angelina’s assets were $322 million, representing
approximately 3.1% of our total assets as at December 31, 2021.
Disclosure Controls and Procedures
We have designed our disclosure controls and procedures to provide reasonable assurance that information that is
required to be disclosed by us in our annual filings, interim filings and other reports that we file or submit under securities
legislation is recorded, processed, summarized and reported within the time periods specified in the securities legislation.
These include controls and procedures designed to ensure that information that we are required to disclose under
securities legislation is accumulated and communicated to our management, including our President and Chief Executive
Officer and the Vice-President, Finance and Chief Financial Officer , as appropriate to allow timely decisions regarding
required disclosure.
Our management, under the supervision and with the participation of our CEO and CFO, has conducted an evaluation of
our disclosure controls and procedures as of December 31, 2021. Based on this evaluation, our CEO and CFO have
concluded that our disclosure controls and procedures are effective as of December 31, 2021.
Internal Controls and Procedures
Our management is responsible for establishing and maintaining adequate internal control over financial reporting to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial
statements for external reporting purposes in accordance with IFRS.
Our management, under the supervision of the CEO and CFO, is required under NI 52-109 to evaluate the effectiveness of
our internal controls over financial reporting as of December 31, 2021. Our management completed this evaluation using
the Committee of Sponsoring Organizations of the Treadway Commission Internal Control-Integrated Framework (2013).
Based on this evaluation, our CEO and CFO have concluded that our internal controls over financial reporting were
effective as of December 31, 2021.
There has been no change in our internal controls over financial reporting that occurred during the year ended
December 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal controls over
financial reporting, other than changes in our internal controls over financial reporting resulting from the acquisition and
integration of Norbord.
Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a
timely basis. Additionally, projections of any evaluation of the effectiveness of internal control over financial reporting to
future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
DEFINITIONS, RECONCILIATIONS, AND OTHER INFORMATION
Transactions Between Related Parties
The Company undertakes transactions with key management personnel, consisting of our directors and officers. These
individuals have the authority and responsibility for overseeing, planning, directing, and controlling our activities. Total
compensation expense for key management personnel was $55 million in 2021, compared to $25 million in 2020. The
increase in compensation expense was due primarily to the increased number of directors and officers resulting from the
Norbord Acquisition and higher equity-based compensation driven by the impact of the Assumed Option Plans and an
increase in our share price during 2021 See Note 19 of our Annual Financial Statements for additional details.
Non-GAAP and Other Specified Financial Measures
Throughout this MD&A, we make reference to (1) certain non-GAAP financial measures, including Adjusted EBITDA and
Adjusted EBITDA by segment (our “Non-GAAP Financial Measures”), (ii) certain capital management measures, including
available liquidity, total debt to capital ratio, and net debt to capital ratio (our “Capital Management Measures”), and (iii)
certain supplementary financial measures, including our expected capital expenditures and expected potential synergies
from the Norbord Acquisition (our “Supplementary Financial Measures”). We believe that these Non-GAAP Financial
Measures, Capital Management Measures, and Supplementary Financial Measures (collectively, our “Non-GAAP and
other specified financial measures”) are useful performance indicators for investors with regard to operating and financial
performance and our financial condition. These Non-GAAP and other specified financial measures are not generally
accepted financial measures under IFRS and do not have standardized meanings prescribed by IFRS. Investors are
cautioned that none of our Non-GAAP Financial Measures should be considered as an alternative to earnings or cash
flow, as determined in accordance with IFRS. As there is no standardized method of calculating any of these Non-GAAP
and other specified financial measures, our method of calculating each of them may differ from the methods used by
other entities and, accordingly, our use of any of these Non-GAAP and other specified financial measures may not be
directly comparable to similarly titled measures used by other entities. Accordingly, these Non-GAAP and other specified
financial measures are intended to provide additional information and should not be considered in isolation or as a
substitute for measures of performance prepared in accordance with IFRS. The reconciliation of the Non-GAAP measures
used and presented by the Company to the most directly comparable IFRS measures is provided in the tables set forth
below.
63
Adjusted EBITDA and Adjusted EBITDA by Segment
Adjusted EBITDA is defined as earnings determined in accordance with IFRS adding back the following line items from the
consolidated statements of earnings and comprehensive earnings: finance expense, tax provision or recovery,
amortization, equity-based compensation, restructuring and impairment charges, and other.
Adjusted EBITDA by segment is defined as earnings before tax determined for each reportable segment in accordance
with IFRS adding back the following line items from the consolidated statements of earnings and comprehensive earnings
for that reportable segment: finance expense, amortization, equity-based compensation, restructuring and impairment
charges, and other.
EBITDA is commonly reported and widely used by investors and lending institutions as an indicator of a company’s
operating performance, ability to incur and service debt, and as a valuation metric. We calculate Adjusted EBITDA and
Adjusted EBITDA by segment to exclude items of an unusual nature that do not reflect our ongoing operations and should
not, in our opinion, be considered in a long-term valuation metric or should not be included in an assessment of our
ability to service or incur debt.
We believe that disclosing these measures assists readers in measuring performance relative to other entities that
operate in similar industries and understanding the ongoing cash generating potential of our business to provide liquidity
to fund working capital needs, service outstanding debt, fund future capital expenditures and investment opportunities,
and pay dividends. Adjusted EBITDA is used as an additional measure to evaluate the operating and financial performance
of our reportable segments.
The following tables reconcile Adjusted EBITDA to the most directly comparable IFRS measure, earnings.
See Note 17 of the Annual Financial Statements for a breakdown of the items making up Other. Other is comprised
primarily of foreign exchange gain/loss and fair value adjustments on interest rate swap contracts and for Q4-21, $12
million of settlement cost relating to pension plan annuity purchase agreements for certain retired employees.
Effective January 1, 2021, and for all comparative periods, export duties are no longer excluded from the definition of
Adjusted EBITDA.
Annual Adjusted EBITDA
($ millions)
Earnings
Finance expense, net
Tax provision (recovery)
Amortization
Equity-based compensation
Restructuring and impairment charges
Other
Adjusted EBITDA
2021
2020
2019
$
$
2,947 $
45
951
584
40
—
2
4,569 $
588 $
27
202
203
9
—
14
1,043 $
(113)
37
(52)
195
4
25
8
104
64
Quarterly Adjusted EBITDA
($ millions)
Earnings
Finance expense, net
Tax provision (recovery)
Amortization
Equity-based compensation
Other
Adjusted EBITDA
Q4-21
Q3-21
Q4-20
$
$
334 $
1
104
153
12
11
615 $
460 $
11
164
147
9
(5)
786 $
282
(3)
103
54
4
13
453
The following tables reconcile Adjusted EBITDA by segment to the most directly comparable IFRS measures for each of
our reportable segments. We consider that earnings before tax is the most directly comparable measure for Adjusted
EBITDA by segment, given we do not allocate consolidated tax amounts across our reportable segments.
Please refer to the “Adjusted EBITDA” section above for additional details concerning the composition of this measure
and how it provides useful information to readers.
Annual Adjusted EBITDA by segment
($ millions)
2021
Earnings before tax
Finance expense, net
Amortization
Equity-based compensation
Other
North
America
EWP
Lumber
Pulp & Paper Europe EWP
Corporate &
Other
Total
$
1,794 $
2,121 $
(22) $
112 $
(107) $
3,898
17
164
—
(2)
3
289
—
1
5
34
—
(2)
1
88
—
—
19
9
40
5
45
584
40
2
Adjusted EBITDA by segment
$
1,973 $
2,414 $
15 $
201 $
(34) $
4,569
2020
Earnings before tax
Finance expense, net
Amortization
Equity-based compensation
Other
North
America
EWP
Lumber
Pulp & Paper Europe EWP
Corporate &
Other
Total
$
769 $
95 $
(46) $
— $
(28) $
17
151
—
2
4
13
—
(5)
6
31
—
8
—
—
—
—
—
8
9
9
790
27
203
9
14
Adjusted EBITDA by segment
$
939 $
107 $
(1) $
— $
(2) $
1,043
Quarterly Adjusted EBITDA by segment
($ millions)
65
Q4-21
Earnings before tax
Finance expense, net
Amortization
Equity-based compensation
Other
North
America
EWP
Lumber
Pulp & Paper Europe EWP
Corporate &
Other
Total
$
194 $
265 $
(25) $
36 $
(32) $
(1)
45
—
2
—
73
—
5
—
9
—
2
1
24
—
—
1
2
12
2
Adjusted EBITDA by segment
$
240 $
343 $
(14) $
61 $
(15) $
Q3-21
Earnings before tax
Finance expense, net
Amortization
Equity-based compensation
Other
North
America
EWP
Lumber
Pulp & Paper Europe EWP
Corporate &
Other
Total
$
51 $
542 $
(16) $
68 $
(21) $
8
41
—
(7)
1
73
—
(4)
2
8
—
(1)
(1)
23
—
—
1
2
9
7
Adjusted EBITDA by segment
$
93 $
612 $
(7) $
90 $
(2) $
Q4-20
Earnings before tax
Finance expense, net
Amortization
Equity-based compensation
Other
North
America
EWP
Lumber
Pulp & Paper Europe EWP
Corporate &
Other
Total
$
383 $
42 $
(33) $
— $
(7) $
(6)
40
—
8
1
4
—
1
2
8
—
3
—
—
—
—
—
2
4
1
Adjusted EBITDA by segment
$
425 $
48 $
(20) $
— $
— $
438
1
153
12
11
615
624
11
147
9
(5)
786
385
(3)
54
4
13
453
Available liquidity
Available liquidity is the sum of our cash and short-term investments and funds available under our committed and
uncommitted bank credit facilities. We believe disclosing this measure assists readers in understanding our ability to
meet uses of cash resulting from contractual obligations and other commitments at a point in time.
($ millions)
Available liquidity
Cash and short-term investments
Operating lines available (excluding newsprint operation)1
Cheques issued in excess of funds on deposit
Borrowings on operating lines
Available liquidity
December 31, 2021
December 31, 2020
$
$
1,568 $
1,025
2,593
—
—
2,593 $
461
811
1,272
—
—
1,272
1.
Excludes demand line of credit dedicated to our jointly-owned newsprint operation as West Fraser cannot draw on it.
66
Total debt to total capital ratio
Total debt to total capital ratio is total debt divided by total capital, expressed as a percentage. Total capital is defined as
the sum of total debt plus total equity. This calculation is defined in certain of our bank covenant agreements. We believe
disclosing this measure assists readers in understanding our capital structure, financial solvency, and degree of leverage
at a point in time.
The following table outlines the composition of the measure.
($ millions)
Debt
Operating loans
Current and long-term lease obligation
Current and long-term debt
Interest rate swaps1
Open letters of credit1
Total debt
Shareholders’ equity
Total Capital
Total debt to capital
December 31, 2021 December 31, 2020
$
$
—
28
501
1
65
595
7,656
8,251
$
$
—
6
509
6
50
571
2,478
3,049
7%
19%
1.
Letters of credit facilities and the fair value of interest rate swaps are part of our bank covenants’ total debt calculation.
Net debt to capital ratio
Net debt to capital ratio is net debt divided by total capital, expressed as a percentage. Net debt is calculated as total
debt less cash and cash equivalents. Total capital is defined as the sum of net debt plus total equity. We believe disclosing
this measure assists readers in understanding our capital structure, financial solvency, and degree of leverage at a point
in time. We believe that using net debt in the calculation is helpful because net debt represents the amount of debt
obligations that are not covered by available cash and short-term investments.
The following table outlines the composition of the measure.
($ millions)
Debt
Operating loans
Current and long-term lease obligation
Current and long-term debt
Interest rate swaps1
Open letters of credit1
Total debt
Cash and short-term investments
Open letters of credit1
Interest rate swaps1
Cheques issued in excess of funds on deposit
Net Debt
Shareholders’ equity
Total Capital
Net debt to capital
December 31, 2021 December 31, 2020
$
$
—
28
501
1
65
595
(1,568)
(65)
(1)
—
(1,039)
7,656
6,617
$
$
—
6
509
6
50
571
(461)
(50)
(6)
—
54
2,478
2,532
(16) %
2 %
1.
Letters of credit facilities and the fair value of interest rate swaps are part of our bank covenants’ total debt calculation.
Expected capital expenditures
67
This measure represents our best estimate of the amount of cash outflows relating to additions to capital assets for the
upcoming year based on our current outlook. This amount is comprised primarily of various improvement projects and
maintenance-of-business expenditures, projects focused on optimization and automation of the manufacturing process,
and projects targeted to reduce greenhouse gas emissions. This measure assumes no deterioration in market conditions
during the year and that we are able to proceed with our plans on time and on budget. This estimate is subject to the
risks and uncertainties identified in this MD&A.
Expected synergies from the Norbord Acquisition
This measure represents our best estimate of the expected revenue and cost synergies from integrating our operations
with Norbord. Synergies are being realized from reduced corporate overhead costs, the optimization of sales and
transportation, procurement savings and the sharing of operational best practices. This measure assumes we are able to
realize the aforementioned anticipated revenue and cost synergies from integrating our operations with Norbord. This
estimate is subject to the risks and uncertainties identified in this MD&A.
Glossary of Key Terms
We use the following terms in this MD&A:
Term
2023 Notes
2027 Notes
AAC
ADD
Angelina
Description
Norbord’s 6.25% senior notes due April 2023
Norbord’s 5.75% senior notes due July 2027
Annual allowable cut
Antidumping duty
Angelina Forest Products LLC
Angelina Acquisition
Acquisition of Angelina Forest Products LLC on December 1, 2021
AR
B.C.
BCTMP
Administrative Review by the USDOC
British Columbia
bleached chemithermomechanical pulp
CAD or CAD$
Canadian dollars
CEO
CFO
CGU
COSO
President and Chief Executive Officer
Vice-President, Finance and Chief Financial Officer
Cash generating unit
Committee of Sponsoring Organizations of the Treadway Commission
Crown timber
Timber harvested from lands owned by a provincial government
CVD
EDGAR
ESG
EWP
GHG
IFRS
LVL
MDF
NA
NA EWP
NBSK
NCIB
NI 52-109
Norbord
Countervailing duty
Electronic Data Gathering, Analysis and Retrieval System
Environmental, social and governance
Engineered wood products
Greenhouse gas
International Financial Reporting Standards as issued by the International Accounting Standards Board
Laminated veneer lumber
Medium-density fibreboard
North America
North America engineered wood products
Northern bleached softwood kraft pulp
Normal course issuer bid
National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings
Norbord Inc.
Norbord Acquisition
Acquisition of Norbord completed February 1, 2021
Norbord Notes
2023 Notes and 2027 Notes
68
NYSE
OSB
POI
PPE
New York Stock Exchange
Oriented strand board
Period of investigation in respect of an USDOC administrative review
Property, plant, and equipment
Q1-21 or Q1-20
three months ended March 31, 2021 or 2020 and for balance sheet amounts as at March 31, 2021 or
2020
Q2-21 or Q2-20
three months ended June 30, 2021 or 2020 and for balance sheet amounts as at June 30, 2021 or 2020
Q3-21 or Q3-20
Q4-21 or Q4-20
three months ended September 30, 2021 or 2020 and for balance sheet amounts as at September 30,
2021 or 2020
three months ended December 31, 2021 or 2020 and for balance sheet amounts as at December 31,
2021 or 2020
SEDAR
System for Electronic Document Analysis and Retrieval
SIB
SOX
SPF
SYP
TSX
U.K.
U.S.
Our substantial Issuer bid completed in August 2021
Section 404 of the Sarbanes-Oxley Act
Spruce/pine/balsam fir lumber
Southern yellow pine lumber
Toronto Stock Exchange
United Kingdom
United States
USD or $ or US$
United States Dollars
USDOC
USITC
YTD-20
YTD-21
United States Department of Commerce
United States International Trade Commission
Year to date for year ended December 31, 2020
Year to date for year ended December 31, 2021
Forward-Looking Statements
This MD&A includes statements and information that constitutes “forward-looking information” within the meaning of
Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws
(collectively, “forward-looking statements”). Forward-looking statements include statements that are forward-looking or
predictive in nature and are dependent upon or refer to future events or conditions. We use words such as “expects,”
“anticipates,” “plans,” “believes,” “estimates,” “seeks,” “intends,” “targets,” “projects,” “forecasts” or negative versions
thereof and other similar expressions, or future or conditional verbs such as “may,” “will,” “should,” “would” and “could”
to identify these forward-looking statements. These forward-looking statements generally include statements which
reflect management’s expectations regarding the operations, business, financial condition, expected financial results,
performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of West
Fraser and its subsidiaries, as well as the outlook for North American and international economies for the current fiscal
year and subsequent periods.
Forward-looking statements included in this MD&A include references to:
Discussion
Forward-Looking Statements
Corporate Strategy
Recent Developments – Severe
Weather and Flooding in B.C.
Recent Developments – B.C. Old-
Growth Deferrals
Discussion & Analysis of Annual
Results by Product Segment - Lumber
Segment - Softwood Lumber Dispute
our corporate strategy and objectives to maintain a strong balance sheet and liquidity
profile, to maintain a leading cost position and to return capital to shareholders
the timing of when full transportation services will resume or when the backlogs resulting
from the interruptions will be cleared
the impact of the “old growth” logging deferral in British Columbia
administrative review commencement, adjustment of export duty rates and proceedings
related to duty rates
Business Outlook – Markets
market conditions, demand for our products, impacts of interest rates and transportation
constraints
Business Outlook – Operations
Business Outlook – Cash Flows
Estimated Earnings Sensitivity to Key
Variables
Capital Expenditures
Liquidity and Capital Resource
Measures
Critical Accounting Estimates and
Judgments
production levels, projected lumber shipments, including the ability to recapture lost 2021
production and shipments in 2022, projected OSB shipments, operating costs, expected
synergies from Norbord integration, and the timing for resumption of full transportation
services
projected cash flows in connection with capital expenditures, Dudley and Chambord ramp-
ups, dividends and share repurchases
impact of changes in prices and foreign exchange rate on the impact of our earnings
expected production for Dudley plant, Chambord plant, expected capital expenditures,
including investment in Allendale OSB plant, and expected project paybacks
continued access to our available liquidity and credit facilities and anticipated income tax
payments relating to 2021
estimates and judgements as to administrative review commencement, adjustment of export
duty rates and proceedings related to duty rates
69
By their nature, these forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both
general and specific, which contribute to the possibility that the predictions, forecasts, and other forward-looking
statements will not occur. Factors that could cause actual results to differ materially from those contemplated or implied
by forward-looking statements include, but are not limited to:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
assumptions in connection with the economic and financial conditions in the U.S., Canada, U.K., Europe and
globally and consequential demand for our products;
risks inherent to product concentration and cyclicality;
effects of competition and product pricing pressures, including continued access to log supply and fibre resources
at competitive prices and the impact of third-party certification standards;
effects of variations in the price and availability of manufacturing inputs, including continued access to fibre
resources at competitive prices and the impact of third-party certification standards;
availability of transportation services, including truck and rail services, and port facilities, and impacts on
transportation services from wildfires and severe weather events;
various events that could disrupt operations, including natural, man-made or catastrophic events including
wildfires and any state of emergency and/or evacuation orders issued by governments and ongoing relations with
employees;
risks inherent to customer dependence;
impact of future cross border trade rulings or agreements;
implementation of important strategic initiatives and identification, completion and integration of acquisitions;
impact of changes to, or non-compliance with, environmental or other regulations;
the impact of the COVID-19 pandemic on our operations and on customer demand, supply and distribution and
other factors
government restrictions, standards or regulations intended to reduce greenhouse gas emissions;
changes in government policy and regulation, including against taken by the Government of British Columbia
pursuant to recent amendments to forestry legislation and initiatives to defer logging of forests deemed “old
growth” and the impact of these actions on our timber supply;
impact of weather and climate change on our operations or the operations or demand of its suppliers and
customers;
ability to implement new or upgraded information technology infrastructure;
impact of information technology service disruptions or failures;
impact of any product liability claims in excess of insurance coverage;
risks inherent to a capital intensive industry;
impact of future outcomes of tax exposures;
potential future changes in tax laws, including tax rates;
effects of currency exposures and exchange rate fluctuations;
future operating costs;
availability of financing, bank lines, securitization programs and/or other means of liquidity;
continued integration of the Norbord business;
continued access to timber supply in the traditional territories of Indigenous Nations;
the risks and uncertainties described above in this MD&A; and
other risks detailed from time-to-time in our annual information forms, annual reports, MD&A, quarterly reports
and material change reports filed with and furnished to securities regulators
In addition, actual outcomes and results of these statements will depend on a number of factors including those matters
described under “Risks and Uncertainties” and may differ materially from those anticipated or projected. This list of
70
important factors affecting forward‑looking statements is not exhaustive and reference should be made to the other
factors discussed in public filings with securities regulatory authorities. Accordingly, readers should exercise caution in
relying upon forward‑looking statements and we undertake no obligation to publicly update or revise any
forward‑looking statements, whether written or oral, to reflect subsequent events or circumstances except as required
by applicable securities laws.
Additional Information
Additional information on West Fraser, including our Annual Information Form and other publicly filed documents, is
available on the Company’s website at www.westfraser.com, on SEDAR at www.sedar.com and on the EDGAR section of
the SEC website at www.sec.gov/edgar.shtml.
Where this MD&A includes information from third parties, we believe that such information (including information from
industry and general publications and surveys) is generally reliable. However, we have not independently verified any
such third-party information and cannot assure you of its accuracy or completeness.
71
West Fraser Timber Co. Ltd.
Consolidated Financial Statements
December 31, 2021 and 2020
72
RESPONSIBILITY OF MANAGEMENT
The management of West Fraser Timber Co. Ltd. (“West Fraser”, “we”, “us” or “our”) is responsible for the preparation,
integrity, objectivity and reliability of the consolidated financial statements. The consolidated financial statements have
been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting
Standards Board and necessarily include amounts that represent the best estimates and judgments of management.
We maintain a system of internal controls over financial reporting that encompasses policies, procedures and controls to
provide reasonable assurance that assets are safeguarded against loss or unauthorized use, transactions are executed
and recorded with appropriate authorization and financial records are accurate and reliable.
Our independent auditor, which is appointed by the shareholders upon the recommendation of the Audit Committee and
the Board of Directors, has completed its audit of the consolidated financial statements in accordance with the standards
of the Public Company Accounting Oversight Board (United States) and its report follows.
The Board of Directors provides oversight to the financial reporting process through its Audit Committee, which is
comprised of five Directors, none of whom is an officer or employee of West Fraser. The Audit Committee meets
regularly with representatives of management and of the auditor to review the consolidated financial statements and
matters relating to the audit. The auditor has full and free access to the Audit Committee. The Audit Committee reports
its findings to the Board of Directors for consideration in approving the consolidated financial statements for issuance to
the shareholders.
/s/ Raymond Ferris
/s/ Chris Virostek
Raymond Ferris
President and Chief Executive Officer
Chris Virostek
Vice-President, Finance and Chief Financial Officer
February 15, 2022
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
73
To the Board of Directors and Shareholders of West Fraser Timber Co. Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of West Fraser Timber Co. Ltd. and its subsidiaries
(together, the Company) as of December 31, 2021 and 2020 and January 1, 2020, and the related consolidated
statements of earnings and comprehensive earnings, changes in shareholders’ equity and cash flows for the years ended
December 31, 2021 and 2020, including the related notes (collectively referred to as the consolidated financial
statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2021 and 2020 and January 1, 2020, and its financial performance and its
cash flows for the years ended December 31, 2021 and 2020 in conformity with International Financial Reporting
Standards as issued by the International Accounting Standards Board.
Change in Accounting Principle
As discussed in Note 2 of the consolidated financial statements, during 2021, the Company changed its presentation
currency from Canadian dollars to United States dollars.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting
firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our
audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we
express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our
audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that (i) relates
to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it
relates.
Valuation of acquired customer relationship intangible and property, plant and equipment as a result of the acquisition of
Norbord Inc.
As described in Note 3 to the consolidated financial statements, the Company acquired all the outstanding shares of
Norbord Inc. (“Norbord”) for total consideration of $3.5 billion on February 1, 2021. Management accounted for the
acquisition as a business combination using the acquisition method. Under this method, identifiable assets acquired and
liabilities assumed are recorded at their respective fair values at the date of acquisition. As a result, management
recorded $470 million and $2.1 billion related to the fair values of the acquired customer relationship intangible and
property, plant and equipment, respectively. To determine the fair values, management used the multi-period excess
74
earnings method for the customer relationship intangible and a combination of the market comparison and cost
techniques for the property, plant and equipment. Management applied significant judgment in estimating the fair value
of the customer relationship intangible when applying the multi-period excess earnings method, which involved the use
of key assumptions with respect to forecasted revenues, customer attrition rates, operating margins, and the discount
rate. Management also applied significant judgment in estimating the fair value of property, plant and equipment when
applying the cost technique, which involved the use of key assumptions with respect to the property, plant and
equipment’s estimated useful lives and their replacement cost, which includes adjustments for physical deterioration and
functional and economic obsolescence at the date of acquisition.
The principal considerations for our determination that performing procedures relating to the valuation of the customer
relationship intangible and property, plant and equipment as a result of the acquisition of Norbord is a critical audit
matter are (i) a high degree of auditor judgment and subjectivity in performing procedures relating to the fair value
measurement of the customer relationship intangible and property, plant and equipment acquired due to the significant
judgment required by management when developing these estimates; (ii) the significant audit effort in evaluating the key
assumptions related to forecasted revenues, customer attrition rates, operating margins and the discount rate in relation
to the customer relationship intangible, as well as the property, plant and equipment’s estimated useful lives and their
replacement cost, which includes adjustments for physical deterioration and functional and economic obsolescence at
the date of acquisition; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our
overall opinion on the consolidated financial statements. These procedures included, among others (i) reading the
purchase agreement and (ii) testing management’s processes for estimating the fair values of the customer relationship
intangible and property, plant and equipment. Testing management’s processes included evaluating the appropriateness
of the valuation methods, testing the completeness and accuracy of data used in the models and evaluating the
reasonableness of the key assumptions used by management in determining these fair values. Evaluating the
reasonableness of forecasted revenues, customer attrition rates and operating margins involved considering the past
performance of Norbord, as well as economic and industry forecasts. Professionals with specialized skill and knowledge
were also used to assist in the evaluation of management’s use of the multi-period excess earnings method and certain
key assumptions, including customer attrition rates and the discount rate in relation to the customer relationship
intangible. We also used professionals with specialized skill and knowledge to assist in the evaluation of management’s
use of the market comparison and cost techniques and certain key assumptions including the property, plant and
equipment’s estimated useful lives and their replacement cost including the adjustments for physical deterioration and
functional and economic obsolescence used by management when applying the cost technique.
/s/PricewaterhouseCoopers LLP
Chartered Professional Accountants
Vancouver, British Columbia, Canada
February 15, 2022
We have served as the Company's auditor since 1973.
West Fraser Timber Co. Ltd.
Consolidated Balance Sheets
As at December 31, 2021 and 2020 and January 1, 2020
(in millions of United States dollars, except where indicated)
75
Assets
Current assets
Cash and short-term investments (note 4)
Receivables (note 22)
Income taxes receivable
Inventories (note 5)
Prepaid expenses
Property, plant and equipment (note 6)
Timber licences (note 7)
Goodwill and other intangible assets (note 8)
Export duty deposits (note 25)
Other assets (note 9)
Deferred income tax assets (note 18)
Liabilities
Current liabilities
Cheques issued in excess of funds on deposit
Operating loans (note 12)
Payables and accrued liabilities (note 10)
Current portion of long-term debt (note 12)
Current portion of reforestation and decommissioning obligations (note 11)
Income taxes payable
Long-term debt (note 12)
Other liabilities (note 11)
Deferred income tax liabilities (note 18)
Shareholders’ Equity
Share capital (note 14)
Retained earnings
Accumulated other comprehensive earnings
Currency
remeasurement
Currency
remeasurement
2021
2020
January 1,
2020
$
1,568 $
508
42
1,061
38
3,217
4,100
368
2,440
242
58
8
$
10,433 $
$
$
— $
—
848
—
46
312
1,206
499
360
712
2,777
3,402
4,503
(249)
7,656
10,433 $
461 $
277
8
578
12
1,336
1,657
372
591
178
35
9
4,178 $
— $
—
389
7
34
98
528
500
408
264
1,700
481
2,237
(240)
2,478
4,178 $
12
199
104
561
7
883
1,648
380
594
61
20
8
3,594
12
288
305
7
32
—
644
500
350
195
1,689
480
1,697
(272)
1,905
3,594
Approved by the Board of Directors
/s/ Reid Carter
Reid Carter
Director
/s/ Robert L. Phillips
Robert L. Phillips
Lead Director
76
West Fraser Timber Co. Ltd.
Consolidated Statements of Earnings and Comprehensive Earnings
For the years ended December 31, 2021 and 2020
(in millions of United States dollars, except where indicated)
Sales
Costs and expenses
Cost of products sold
Freight and other distribution costs
Export duties, net (note 25)
Amortization
Selling, general and administration
Equity-based compensation (note 15)
Operating earnings
Finance expense, net (note 16)
Other (note 17)
Earnings before tax
Tax provision (note 18)
Earnings
Earnings per share (dollars) (note 20)
Basic
Diluted
Comprehensive earnings
Earnings
Other comprehensive earnings
Items that may be reclassified to earnings
Translation loss on operations with different functional currency
Items that will not be reclassified to earnings
Translation effect on change in reporting currency
Actuarial gain (loss) on retirement benefits, net of tax (note 13)
Comprehensive earnings
Currency
remeasurement
2020
2021
$
10,518 $
4,373
4,645
846
146
584
312
40
6,573
3,945
(45)
(2)
3,898
(951)
2,947 $
27.03 $
27.03 $
2,559
529
57
203
185
9
3,542
831
(27)
(14)
790
(202)
588
8.56
8.56
2,947 $
588
(9)
—
153
144
3,091 $
—
32
(7)
25
613
$
$
$
$
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78
West Fraser Timber Co. Ltd.
Consolidated Statements of Cash Flows
For the years ended December 31, 2021 and 2020
(in millions of United States dollars, except where indicated)
Cash provided by operations
Earnings
Adjustments
Amortization
Finance expense
Export duty deposits (note 25)
Export duty payable (note 25)
Retirement benefit expense
Contributions to retirement benefit plans
Tax provision
Income taxes (paid) received
Other
Changes in non-cash working capital
Receivables
Inventories
Prepaid expenses
Payables and accrued liabilities
Cash used for financing
Repayment of long-term debt (note 12)
Repayment of operating loans
Finance expense paid
Make-whole premium paid (note 12)
Financing fees paid
Repurchase of Common shares for cancellation (note 14)
Issuance of Common shares (note 14)
Dividends paid
Other
Currency
remeasurement
2020
2021
$
2,947 $
588
584
45
(55)
69
111
(77)
951
(946)
(8)
5
(139)
(14)
79
3,552
(667)
—
(37)
(60)
(4)
(1,319)
7
(75)
(9)
(2,164)
642
(302)
(635)
9
(286)
1,102
5
461
1,568 $
203
27
(104)
—
74
(49)
202
41
4
(78)
(14)
(5)
79
968
—
(280)
(30)
—
—
—
—
(41)
(2)
(353)
—
—
(180)
14
(166)
449
12
—
461
Cash used for investing
Acquired cash and short-term investments from Norbord Acquisition1
Angelina Acquisition, net of cash acquired (note 3)
Additions to capital assets2
Other
Change in cash
Foreign exchange effect on cash
Cash - beginning of year
Cash - end of year
$
1.
2.
The Norbord Acquisition (note 3) was a non-cash share consideration transaction, and therefore, only the acquired cash is included in the above
cash flow. Changes in Norbord’s cash position incurred subsequent to February 1, 2021 are incorporated into our cash flow results.
Capital assets are comprised of property, plant and equipment, timber licenses, and intangible assets. Additions to capital assets include
$276 million relating to the asset acquisition of the idled OSB mill near Allendale, South Carolina.
West Fraser Timber Co. Ltd.
Notes to Consolidated Financial Statements
For the years ended December 31, 2021 and 2020
(figures are in millions of United States dollars, except where indicated)
1.
Nature of operations
79
West Fraser Timber Co. Ltd. ("West Fraser", the “Company”, "we", "us" or "our") is a diversified wood products company
with more than 60 facilities in Canada, the United States (“U.S.”), the United Kingdom (“U.K.”), and Europe. From
responsibly sourced and sustainably managed forest resources, the Company produces lumber, engineered wood
products (OSB, LVL, MDF, plywood, and particleboard), pulp, newsprint, wood chips, other residuals and renewable
energy. West Fraser’s products are used in home construction, repair and remodelling, industrial applications, papers,
tissue, and box materials. Our executive office is located at 858 Beatty Street, Suite 501, Vancouver, British Columbia.
West Fraser was formed by articles of amalgamation under the Business Corporations Act (British Columbia) and is
registered in British Columbia, Canada. Our Common shares are listed for trading on the Toronto Stock Exchange (“TSX”)
and on the New York Stock Exchange (“NYSE”) under the symbol WFG.
2.
Basis of presentation
These consolidated financial statements are prepared in accordance with International Financial Reporting Standards as
issued by the International Accounting Standards Board (“IFRS”) and were approved by our Board of Directors on
February 15, 2022.
Our consolidated financial statements have been prepared under the historical cost basis, except for certain items as
discussed in the applicable accounting policies.
Change in functional and reporting currency
Determination of functional currency may involve certain judgments to determine the primary economic environment.
We reconsider the functional currency of our entities if there is a change in events and conditions which determine the
primary economic environment. We have determined that, as a result of the acquisition of Norbord Inc. (the “Norbord
Acquisition”), the functional currency of our Canadian operations has changed from Canadian dollars (“CAD” or “CAD$”)
to United States dollars (“USD” or “US$”). We considered a variety of factors when making this decision, the most
significant being an increase in the level of sales made in USD, a portion of operating expenses being incurred in USD, and
increased levels of USD financing.
Concurrent with the change in functional currency, we also changed our reporting currency from CAD to USD. This change
in reporting currency is to better reflect our business activities, following the increased presence in the U.S. as a result of
the Norbord Acquisition and in connection with the listing of West Fraser’s common shares on the NYSE on February 1,
2021.
A change in functional currency is applied prospectively and must be based on a change in economic facts, events and
conditions. In contrast, a change in reporting currency requires retroactive restatement. Both changes have specific
transition rules under IAS 21, The Effects of Changes in Foreign Exchange Rates (“IAS 21”).
As at and for the year ended December 31, 2020 and all prior periods, our functional and reporting currency was CAD as
described in our audited annual consolidated financial statements. The currency remeasurement of our results applied
the IAS 21 transitional rules.
To prepare our December 31, 2020 and January 1, 2020 consolidated balance sheets, all assets and liabilities were
translated into USD at the closing exchange rate on December 31, 2020 and December 31, 2019 respectively, as listed
below. Equity items were retroactively restated at historical exchange rates to give effect to the change in reporting
currency. The accounting policy used to translate the equity items prior to 2020 was to use the annual average exchange
rate for each equity transaction that occurred in the year. For 2020, equity items were translated quarterly using the
average exchange rate for each quarter.
To prepare our 2020 consolidated statement of earnings, all revenues and expenses were translated into USD at the
average exchange rate for each quarter, with no adjustments to the measurement of or accounting for previously
reported results. To prepare our 2020 consolidated statement of cash flow, all items were translated into USD at the
average exchange rate for each quarter, with no adjustments to the measurement of or accounting for previously
reported results.
80
The exchange rates used to reflect the change in reporting currency were as follows:
CAD - USD exchange rate
Closing rate
Average rate
Accounting policies
Q1-20
0.7049
0.7443
Q2-20
0.7338
0.7221
Q3-20
0.7497
0.7508
Q4-20
0.7854
0.7676
Q4-19
0.7699
n/a
Accounting policies that relate to the consolidated financial statements as a whole are incorporated in this note. Where
an accounting policy is applicable to a specific note disclosure, the policy is described within the respective note.
Basis of consolidation
These consolidated financial statements include the accounts of West Fraser and its wholly-owned subsidiaries after the
elimination of intercompany transactions and balances.
Our material subsidiaries are West Fraser Mills Ltd. and Norbord Inc. Our 50%-owned joint operations, Alberta Newsprint
Company and Cariboo Pulp & Paper Company, are accounted for by recognizing our share of the assets, liabilities,
revenues, and expenses related to these joint operations.
Use of estimates and judgments
The preparation of these consolidated financial statements requires management to make estimates and assumptions
that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual amounts
could differ materially from these and other estimates, the impact of which would be recorded in future periods.
Management is also required to exercise judgment in the process of applying accounting policies. Information about the
significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most
significant effect on the amounts recognized in the consolidated financial statements is included in the following notes:
•
•
•
•
•
•
Note 2 – Determination of functional currency
Note 3 – Fair value of PPE and intangible assets
acquired in business combinations
Note 5 – Valuation of inventories
Note 6 – Recoverability of PPE
Note 6 – Estimated useful lives of PPE
Note 8 – Recoverability of goodwill
Revenue recognition
•
•
•
•
•
Note 11 – Reforestation and decommissioning
obligations
Note 13 – Defined benefit pension plans
Note 15 – Equity-based compensation
Note 18 – Income taxes
Note 25 – CVD and ADD duty dispute
Revenue is derived primarily from product sales and is recognized when a customer obtains control over the goods. The
timing of transfer of control to customers varies depending on individual terms of the sales contract. For most of our
sales, control is obtained by the customer when the product is loaded on a common carrier at our mill. Some of our
revenue is recognized when the product is delivered to the customer or when it is loaded on an ocean carrier. The
amount of revenue recognized is net of our estimate for early payment discounts and volume rebates.
Revenue includes charges for freight and handling. The costs related to these revenues are recorded in freight and other
distribution costs.
Foreign currency translation effective from February 1, 2021
The consolidated financial statements are presented in USD, which was determined to be the functional currency of our
U.S. operations, and the majority of our Canadian operations.
For these entities, all transactions not denominated in our U.S. functional currency are considered to be foreign currency
transactions. Foreign currency-denominated monetary assets and liabilities are translated using the rate of exchange
prevailing at the reporting date. Gains or losses on translation of these items are included in earnings and reported as
Other. Foreign currency denominated non-monetary assets and liabilities, measured at historic cost, are translated at the
rate of exchange at the transaction date.
81
Our European operations have British pound sterling and Euro functional currencies and our Canadian newsprint
operation has a Canadian dollar functional currency. Assets and liabilities of these entities are translated at the rate of
exchange prevailing at the reporting date, and revenues and expenses at average rates during the period. Gains or losses
on translation are included as a component of shareholders’ equity in accumulated other comprehensive earnings.
Impairment of capital assets
We assess property, plant and equipment, timber licences, and other definite-lived intangibles for indicators of
impairment at each reporting date and whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable.
Impairment testing is applied to individual assets or cash generating units (“CGUs”), the smallest group of assets that
generates cash inflows that are largely independent of the cash inflows of other assets or groups of assets. We have
identified each of our mills as a CGU for impairment testing unless there is economic interdependence of CGUs, in which
case they are grouped for impairment testing.
When a triggering event is identified, recoverability of long-lived assets is assessed by comparing the carrying amount of
the asset or CGU to the estimated recoverable amount, which is the higher of its estimated fair value less costs of
disposal or its value in use.
Fair value less costs of disposal is determined by ascertaining the price that would be received to sell an asset in an
orderly transaction between market participants under current market conditions, less incremental costs directly
attributable to the disposal. Value in use is determined by measuring the pre-tax cash flows expected to be generated
from the asset over its estimated useful life discounted by a pre-tax discount rate.
Where an impairment loss for long‑lived assets subsequently reverses, the carrying amount of the asset or CGU is
increased to the lesser of the revised estimate of its recoverable amount and the carrying amount that would have been
recorded had no impairment loss been previously recognized.
Fair value measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date, regardless of whether that price is directly observable or
estimated using another valuation technique. Fair value measurements are categorized into Level 1, 2 or 3 based on the
degree to which the inputs to the fair value measurement are observable and the significance of the inputs. Our fair value
hierarchy prioritizes the inputs to valuation techniques used to measure fair value.
The three levels of the fair value hierarchy are:
Level 1
Values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical
assets or liabilities.
Level 2
Values based on inputs other than quoted prices that are observable for the asset or liability, directly or indirectly.
Level 3
Values based on valuation techniques that require inputs which are both unobservable and significant to the overall fair
value measurement.
Accounting standards, amendments and interpretations issued but not yet applied
There are no standards or amendments or interpretations to existing standards issued but not yet effective which are
expected to have a material impact on our consolidated financial statements.
82
3.
Business acquisitions
Accounting policies
Business combinations are accounted for using the acquisition method. We measure goodwill at the acquisition date as
the fair value of the consideration transferred less the fair value of the identifiable assets acquired and liabilities
assumed. The determination of the fair value of the assets acquired and liabilities assumed requires management to use
estimates that contain uncertainty and critical judgments. Transaction costs in connection with business combinations are
expensed as incurred.
Valuation techniques utilized
We engaged a valuations expert to assist with the determination of estimated fair value for acquired working capital,
property, plant and equipment, and intangible assets.
We applied the market comparison technique and cost technique in determining the fair value of acquired property,
plant, and equipment. We considered market prices for similar assets when they were available, and depreciated
replacement cost in other circumstances. Depreciated replacement cost reflects adjustments for physical deterioration as
well as functional and economic obsolescence. The key assumptions used in the estimation of depreciated replacement
cost are the asset’s estimated replacement cost at the time of acquisition and estimated useful life.
We applied the multi-period excess earnings method in determining the fair value of the customer relationship intangible
recognized in the Norbord Acquisition. The multi-period excess earnings method considers the present value of
incremental after-tax cash flows expected to be generated by the customer relationship after deducting contributory
asset charges. The key assumptions used in applying the valuation technique include: the forecasted revenues relating to
Norbord’s existing customers at the time of acquisition, the forecasted attrition rates relating to these customers,
forecasted operating margins, and the discount rate.
Supporting Information
Norbord acquisition
On February 1, 2021, we acquired all of the outstanding shares of Norbord Inc. (“Norbord”). According to the terms of the
Norbord Acquisition, Norbord shareholders received 0.675 of a West Fraser share for each Norbord share held. The result
was the issuance of 54,484,188 Common shares of West Fraser at a price of US$63.90 per share (CAD$81.94 per share)
for $3,482 million. The price per share was based on the West Fraser Common shares’ closing price as listed on the TSX
on January 29, 2021, and a CAD-USD exchange rate of 0.7798.
Included in the Norbord Acquisition are five OSB mills in Canada, seven OSB mills in the U.S., one OSB mill, one MDF plant
and two particleboard plants in the U.K., one OSB mill in Belgium, and their related corporate offices.
We have incorporated the North American operations of Norbord into our Panels segment and renamed that segment
North America (“NA”) Engineered Wood Products (“EWP”). This segment includes the results from North American
operations for OSB, plywood, MDF, and LVL. In addition, we have identified a Europe EWP segment, which includes the
results from the U.K. and Belgium operations for OSB, MDF and particleboard. The EWP segments have been separated
due to differences in the operating region, customer base, profit margins and sales volumes.
The Norbord Acquisition has been accounted for as an acquisition of a business in accordance with IFRS 3, Business
Combinations. We have allocated the purchase price based on our estimated fair value of the assets acquired and the
liabilities assumed as follows:
83
West Fraser purchase consideration:
Fair value of West Fraser shares issued
Fair value of equity-based compensation instruments
Fair value of net assets acquired:
Cash and short-term investments
Accounts receivable
Inventories
Prepaid expenses
Property, plant and equipment
Timber licenses
Other non-current assets
Other intangibles
Customer relationship intangible
Goodwill
Payables and accrued liabilities
Income tax payable
Current portion of reforestation and decommissioning obligations
Long-term debt
Other non-current liabilities
Deferred income tax liabilities
$
$
$
$
3,482
24
3,506
642
232
334
12
2,088
10
6
17
470
1,339
(301)
(155)
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(720)
(36)
(430)
3,506
Balances that required significant fair value adjustments for purchase price accounting included inventory, property, plant
and equipment, and customer relationship intangibles. The resulting goodwill and deferred income tax liabilities were
also significant.
Factors contributing to goodwill include the Norbord workforce and assets that are geographically complementary to our
existing facilities and offer close access to large markets and timber baskets. The Norbord Acquisition also provides
increased scale and geographic diversification of manufacturing and markets. The goodwill of $1,339 million is not
deductible for tax purposes.
Acquisition costs of $17 million have been expensed in selling, general and administration.
Angelina Forest Products acquisition
On December 1, 2021, we acquired the Angelina Forest Products (“Angelina Acquisition” or “Angelina”) lumber mill
located in Lufkin, Texas for preliminary cash consideration of $310 million. This acquisition has been accounted for as an
84
acquisition of a business in accordance with IFRS 3, Business Combinations. We have allocated the purchase price based
on our preliminary estimated fair value of the assets acquired and the liabilities assumed as follows:
West Fraser purchase consideration:
Cash consideration1
Preliminary fair value of net assets acquired:
Cash
Accounts receivable
Inventories
Property, plant and equipment
Goodwill
Payables and accrued liabilities
$
$
$
310
8
7
11
213
78
(7)
310
1.
A net outflow comprising the cash consideration of $310 million net of cash acquired of $8 million is presented in the consolidated statements of
cash flows.
Purchase consideration is preliminary as at December 31, 2021, subject to finalization of certain post-close working
capital adjustments. Our valuation of property, plant and equipment and intangibles remains preliminary as at December
31, 2021.
Factors contributing to goodwill include the Angelina workforce and assets that are geographically complementary to our
existing facilities and offer close access to large markets and timber baskets. The goodwill of $78 million is deductible for
tax purposes.
We have incorporated the mill into our Lumber segment. Acquisition costs were nominal and have been expensed in
selling, general, and administration.
Financial Results
The following tables represent the actual results of Norbord and Angelina included in our statement of earnings and the
proforma results of operations for the year ended December 31, 2021. The proforma results assume the Norbord
Acquisition and the Angelina Acquisition occurred on January 1, 2021, and that the fair value adjustments that arose on
the date of acquisition would have been the same if the acquisition occurred on January 1, 2021.
Results Attributable to Acquired Businesses
($ millions)
Sales
Operating earnings
Earnings
Norbord Results for
February 1 to
December 31, 20211,3
Angelina Results for
December 1 to
December 31, 20212,3
$
4,175 $
1,915
1,427
15 $
1
1
Total
4,190
1,916
1,428
1.
2.
3.
Represents the results of the Norbord operations since the acquisition date that are included in our results.
Represents the results of the Angelina operations since the acquisition date that are included in our results.
Operating earnings and earnings Include purchase price accounting impacts of $93 million expense and $2 million expense for the one-time
inventory adjustments in cost of products sold relating to the Norbord Acquisition and Angelina Acquisition, respectively.
Proforma 2021 Results
($ millions)
Sales
Operating earnings
Earnings
West Fraser Actual
Results2
2021
Norbord Proforma
Results1
Jan-21
Angelina Proforma
Results1
Jan-21 to Nov-21
West Fraser
Proforma Results1,2
2021
$
10,518 $
3,945
2,947
277 $
115
86
163 $
61
57
10,958
4,121
3,090
1.
2.
These unaudited proforma results have been provided as required per IFRS 3 - Business Combinations. West Fraser proforma YTD-21 presents
West Fraser’s results as if the Norbord Acquisition and Angelina Acquisition were completed on January 1, 2021.
Operating earnings and earnings include purchase price accounting impacts of $93 million expense and $2 million expense for the one-time
inventory adjustments in cost of products sold relating to the Norbord Acquisition and Angelina Acquisition, respectively.
4.
Cash and short-term investments
Accounting policies
85
Cash and short‑term investments consist of cash on deposit and short‑term interest-bearing securities maturing within
three months of the date of purchase.
Supporting information
Cash
Short-term investments
5.
Inventories
Accounting policies
2021
$
$
847 $
721
1,568 $
Currency
remeasurement
2020
Currency
remeasurement
January 1, 2020
10
2
12
434 $
27
461 $
Inventories are valued at the lower of cost and net realizable value, with cost determined on an average cost basis. The
cost of finished goods inventories includes direct material, direct labour, and an allocation of overhead.
Supporting information
Manufactured products
Logs and other raw materials
Processing materials and supplies
Currency
remeasurement
2020
2021
$
$
448 $
403
210
1,061 $
Currency
remeasurement
January 1, 2020
263
173
125
561
270 $
189
119
578 $
Inventories at December 31, 2021 were subject to a valuation reserve of $6 million (December 31, 2020 - $2 million;
January 1, 2020 - $30 million) to reflect net realizable value being lower than cost.
The carrying amount of inventory recorded at net realizable value was $42 million at December 31, 2021 (December 31,
2020 - $21 million; January 1, 2020 - $140 million), with the remaining inventory recorded at cost.
6.
Property, plant and equipment
Accounting policies
Property, plant and equipment are recorded at historical cost, less accumulated amortization and impairment losses.
Expenditures for additions and improvements are capitalized. Borrowing costs are capitalized when the asset
construction period exceeds 12 months and the borrowing costs are directly attributable to the asset. Expenditures for
maintenance and repairs are charged to earnings. Upon retirement, disposal, or destruction of an asset, the cost and
related amortization are derecognized and any resulting gain or loss is included in earnings.
Property, plant and equipment are amortized on a straight-line basis over their estimated useful lives as follows:
Buildings
Manufacturing plant, equipment and machinery
Fixtures, mobile and other equipment
Roads and bridges
Major maintenance shutdowns
10 - 30 years
6 - 25 years
2 - 10 years
Not exceeding 40 years
1 - 2 years
86
Construction-in-progress includes the purchase price and any costs directly attributable to bringing the asset to the
location and condition necessary for its intended use. Construction-in-progress is not depreciated. Once the asset is
complete and available for use, the construction-in-progress balance is transferred to the appropriate category of
property, plant and equipment, and depreciation commences.
Supporting Information
As at January 1, 2020
(currency remeasurement)
Additions
Amortization1
Foreign exchange
Disposals
Transfers
As at December 31, 2020
(currency remeasurement)
As at December 31, 2020
(currency remeasurement)
Cost
Accumulated amortization
Net
As at December 31, 2020
(currency remeasurement)
Acquisitions (note 3)
Additions2
Amortization1
Foreign exchange
Disposals
Transfers
As at December 31, 2021
As at December 31, 2021
Cost
Accumulated amortization
Net
Manufacturing
plant,
equipment and
machinery
Construction-
in-progress
Roads
and
bridges
Other
Total
$
1,435 $
141 $
39 $
33 $
1,648
117
(165)
13
(1)
50
47
—
—
—
(50)
10
(13)
1
—
—
—
—
—
—
—
174
(178)
14
(1)
—
$
1,449 $
138 $
37 $
33 $
1,657
$
$
$
$
$
$
3,738 $
(2,289)
1,449 $
1,449 $
2,163
472
(497)
(8)
(4)
176
3,751 $
6,500 $
(2,749)
3,751 $
138 $
—
138 $
138 $
118
173
—
(1)
—
(176)
252 $
252 $
—
252 $
132 $
(95)
37 $
37 $
—
17
(13)
—
—
—
41 $
140 $
(99)
41 $
39 $
(6)
33 $
33 $
20
3
—
—
—
—
56 $
62 $
(6)
56 $
4,047
(2,390)
1,657
1,657
2,301
665
(510)
(9)
(4)
—
4,100
6,954
(2,854)
4,100
1.
Amortization of $506 million relates to cost of products sold and $4 million relates to selling, general and administration expense (2020 -
$175 million and $3 million, respectively).
2. Manufacturing plant, equipment and machinery includes $276 million relating to the acquisition of the idled OSB mill near Allendale, South
Carolina.
7.
Timber licences
Accounting policies
Timber licences, which are renewable or replaceable, are recorded at historical cost, less accumulated amortization and
impairment losses. Timber licenses are amortized on a straight-line basis over their estimated useful lives of 40 years.
Supporting information
87
As at January 1, 2020 (currency remeasurement)
Amortization1
Foreign exchange
As at December 31, 2020 (currency remeasurement)
As at December 31, 2020 (currency remeasurement)
Cost
Accumulated amortization
Net
As at December 31, 2020 (currency remeasurement)
Acquisitions (note 3)
Additions
Amortization1
As at December 31, 2021
As at December 31, 2021
Cost
Accumulated amortization
Net
1.
Amortization relates to cost of products sold.
8.
Goodwill and other intangibles
Accounting policies
Timber licences
380
$
(15)
7
372
$
$
$
$
$
$
$
629
(257)
372
372
10
2
(16)
368
641
(273)
368
Goodwill represents the excess purchase price paid for a business acquisition over the fair value of the net assets
acquired. Goodwill is tested annually for impairment, or more frequently if an indicator of impairment is identified.
The customer relationship intangible asset relates to the Norbord Acquisition and is amortized straight-line over 10 years.
Other intangibles are recorded at historical cost less accumulated amortization and impairments. Other intangibles
include software which is amortized over periods of up to five years and non‑replaceable finite term timber rights which
are amortized as the related timber volumes are logged.
Goodwill is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the business
combination from which it arose. The allocation is based on the lowest level at which goodwill is monitored internally.
Recoverability of goodwill is assessed by comparing the carrying value of the CGU or group of CGUs associated with the
goodwill balance to its estimated recoverable amount, which is the higher of its estimated fair value less costs of disposal
or its value in use.
An impairment write down is recorded if the carrying value exceeds the estimated recoverable amount. Goodwill
impairment losses cannot be reversed.
88
Supporting information
As at January 1, 2020 (currency remeasurement)
Additions
Amortization1
Foreign exchange
As at December 31, 2020 (currency remeasurement)
As at December 31, 2020 (currency remeasurement)
Cost
Accumulated amortization
Net
As at December 31, 2020 (currency remeasurement)
Acquisitions (note 3)
Additions
Amortization1
Foreign exchange
Disposals
As at December 31, 2021
As at December 31, 2021
Cost
Accumulated amortization
Net
Goodwill
Customer
Relationship
Intangible
Other
Total
554 $
—
—
5
559 $
559 $
—
559 $
559 $
1,417
—
—
(1)
—
1,975 $
— $
—
—
—
— $
— $
—
— $
— $
470
—
(43)
(1)
—
426 $
40 $
2
(10)
—
32 $
62 $
(30)
32 $
32 $
17
7
(15)
—
(2)
39 $
594
2
(10)
5
591
621
(30)
591
591
1,904
7
(58)
(2)
(2)
2,440
1,975 $
—
1,975 $
469 $
(43)
426 $
79 $
(40)
39 $
2,523
(83)
2,440
$
$
$
$
$
$
$
$
1.
Amortization of $1 million relates to cost of products sold and $57 million relates to selling, general and administration expense (2020 - $2 million
and $8 million, respectively).
Goodwill
For the purposes of impairment testing, goodwill has been allocated to the following CGU groups:
Canadian lumber
US lumber
North America EWP1
Europe EWP
Total
Currency
remeasurement
Currency
remeasurement
2021
2020
$
$
171 $
429
1,280
95
1,975 $
January 1, 2020
167
352
35
—
554
171 $
352
36
—
559 $
1.
Prior to the Norbord Acquisition, the goodwill balances related to a CGU group comprised of our plywood and LVL operations.
The recoverable amounts of the above CGU groups were determined based on their value in use. Cash flow forecasts
were based on internal estimates for 2022 and estimated mid-cycle earnings for subsequent years. Key assumptions
include production volume, product pricing, raw material input cost, production cost, and discount rate. Key assumptions
were determined using external sources and historical data from internal sources. Specifically, product pricing has been
estimated by reference to average historical prices as well as third-party analyst projections of long-term product pricing.
Pre-tax discount rates used ranged from 11.3% to 13.1%.
The estimated recoverable amounts of the CGU groups exceeded their respective carrying amounts and as such, no
impairment losses were recognized for the year ended December 31, 2021 (2020 - nil).
9.
Other assets
Retirement assets (note 13)
Other
10.
Payables and accrued liabilities
Trade accounts
Accruals on capital spending
Customer rebates accruals
Equity-based compensation (note 15)
Compensation
Export duties (note 25)
Dividends
Interest
Lease obligation - current portion
Accrued sales and city taxes
Other
11.
Other liabilities
Retirement liabilities (note 13)
Long-term portion of reforestation
Long-term portion of decommissioning
Export duties (note 25)
Interest swap contracts (note 12)
Other
Reforestation and decommissioning obligations
$
$
$
$
$
$
89
Currency
remeasurement
Currency
remeasurement
2021
2020
27 $
31
58 $
January 1, 2020
4
16
20
5 $
30
35 $
Currency
remeasurement
Currency
remeasurement
2021
2020
411 $
52
51
69
172
11
21
4
11
26
20
848 $
January 1, 2020
160
19
5
25
42
14
11
4
—
8
17
305
198 $
15
3
52
61
13
11
4
2
10
20
389 $
Currency
remeasurement
2020
Currency
remeasurement
January 1, 2020
2021
168 $
59
25
69
1
38
360 $
295 $
58
24
—
6
25
408 $
242
57
24
—
2
25
350
Reforestation and decommissioning obligations relate to our responsibility for reforestation under various timber licences
and our obligations related to landfill closure and other site remediation costs.
Accounting policies
Reforestation obligations are measured at the present value of the expenditures expected to be required to settle the
obligations and are accrued and charged to earnings when timber is harvested. The reforestation obligation is accreted
over time through charges to finance expense and reduced by silviculture expenditures. The reforestation obligation is
reviewed at least annually, and changes to estimates are credited or charged to earnings.
90
We record a liability for decommissioning obligations, such as landfill closures, in the period a reasonable estimate can be
made. The liability is determined using estimated closure costs and discounted using an appropriate discount rate. On
initial recognition, the carrying value of the liability is added to the carrying amount of the associated asset and amortized
over its useful life or expensed when there is no related asset. The liability is accreted over time through charges to
finance expense and reduced by actual costs of settlement. Decommissioning obligations are reviewed annually and
changes to estimates result in an adjustment of the carrying amount of the associated asset or, where there is no asset,
they are credited or charged to earnings.
Reforestation and decommissioning obligations are discounted at the risk-free rate at the balance sheet date and
accreted over time through periodic charges to earnings. The liabilities are reduced by actual costs of settlement.
Supporting information
Beginning of year
Norbord Acquisition (note 3)
Liabilities recognized
Liabilities settled
Change in estimates
Foreign exchange
End of year
Less: current portion
Reforestation
Decommissioning
Currency
remeasurement
Currency
remeasurement
2021
2020
2021
2020
$
$
88 $
5
39
(49)
14
—
97
(38)
59 $
88 $
—
40
(43)
1
2
88
(30)
58 $
28 $
—
—
(1)
5
1
33
(8)
25 $
24
—
2
(2)
4
—
28
(4)
24
The total undiscounted amount of the estimated cash flows required to satisfy these obligations is $133 million
(December 31, 2020 - $119 million; January 1, 2020 - $122 million). The cash flows have been discounted using interest
rates ranging from 0.95% to 1.25% (2020 - 0.20% to 0.39%).
The timing of the reforestation payments is based on the estimated period required to attain free to grow status in a
given area, which is generally between 12 to 15 years. Payments relating to landfill closures and site remediation are
expected to occur over periods ranging up to 50 years.
12.
Operating loans and long-term debt
Accounting policies
Transaction costs related to debt financing or refinancing are deferred and amortized over the life of the associated debt.
When our operating loan is undrawn, the related deferred financing costs are recorded in other assets.
Supporting information
Operating loans
On February 1, 2021, concurrent with the closing of the Norbord Acquisition, we completed various administrative
amendments to our CAD$850 million committed revolving credit facility and our US$200 million term loan. The CAD$150
million committed revolving credit facility was also replaced with a US$450 million committed revolving credit facility due
April 2024 on substantially the same terms.
On July 28, 2021, we completed an amendment to our revolving credit facilities. Our CAD$850 million and US$450 million
revolving credit facilities were combined into a single US$1 billion committed revolving credit facility with a five-year
term. There were no other significant changes to the terms or conditions of the credit facilities.
As at December 31, 2021, our credit facilities consisted of a $1 billion committed revolving credit facility which matures
July 2026, a $25 million demand line of credit dedicated to our U.S. operations and a $6 million (CAD$8 million) demand
line of credit dedicated to our jointly‑owned newsprint operation.
91
As at December 31, 2021, our revolving credit facilities were undrawn (December 31, 2020 - undrawn) and the associated
deferred financing costs of $1 million (December 31, 2020 - $2 million) were recorded in other assets. Interest on the
facilities is payable at floating rates based on Prime, Base Rate Advances, Bankers’ Acceptances, or London Inter-Bank
Offered Rate (“LIBOR”) Advances at our option. At January 1, 2020, $288 million (net of deferred financing costs of $2
million) was drawn under our revolving credit facilities.
In addition, we have credit facilities totalling $137 million (December 31, 2020 - $101 million; January 1, 2020 -
$69 million) dedicated to letters of credit. Letters of credit in the amount of $65 million (December 31, 2020 - $50 million;
January 1, 2020 - $47 million) were supported by these facilities.
All debt is unsecured except the $6 million (CAD$8 million) jointly-owned newsprint operation demand line of credit,
which is secured by that joint operation’s current assets.
As at December 31, 2021, we were in compliance with the requirements of our credit facilities.
Long-term debt
Senior notes due October 2024; interest at 4.35%
Term loan due August 2024; floating interest rate
Note payable due March 2021; interest at 2%
Notes payable
Less: deferred financing costs
Less: current portion
Currency
remeasurement
2020
Currency
remeasurement
January 1, 2020
2021
$
$
300 $
200
—
1
501
(2)
—
499 $
300 $
200
7
2
509
(2)
(7)
500 $
300
200
7
3
510
(3)
(7)
500
As part of the Norbord Acquisition, we assumed Norbord’s $315 million senior notes due April 2023 (the “2023 Notes”),
bearing interest at 6.25% and $350 million senior notes due July 2027 (the “2027 Notes”), bearing interest at 5.75%. The
purchase price fair value adjustment resulted in an increase of $55 million for these notes. On March 2, 2021, we made a
mandatory change of control offer for 2023 Notes and 2027 Notes, which expired on April 1, 2021. As a result of the
change of control offer, $1 million of the 2023 Notes and $1 million of the 2027 Notes were redeemed and were repaid in
the second quarter of 2021. On April 6, 2021, we elected to redeem the remaining 2027 Notes, which redemption
occurred on May 6, 2021. On May 6, 2021, we elected to redeem the remaining 2023 Notes, which redemption occurred
on June 7, 2021. After the completion of the redemptions of the 2023 Notes and the 2027 Notes, the principal value of
long-term debt was reduced by $665 million from the date of the Norbord Acquisition. An additional make-whole
premium of $60 million was paid on redemption resulting in a $5 million loss on settlement of the debt recorded within
finance expense as the carrying value of $720 million was derecognized.
Required principal repayments are disclosed in note 22.
Interest rate swap contracts
At December 31, 2021, we had interest rate swap contracts to pay fixed interest rates (weighted average interest rate of
1.14%) and receive variable interest rates equal to 3-month LIBOR on $200 million notional principal amount of
indebtedness. These interest rate swap agreements fix the interest rate on the $200 million term loan floating rate debt
disclosed in the long-term debt table above. These agreements terminate in August 2024.
The interest rate swap contracts are accounted for as a derivative, with the related changes in the fair value included in
Other. The fair value of the interest rate swap contracts at December 31, 2021 was a liability of $1 million (December 31,
92
2020 - liability of $6 million; January 1, 2020 - liability of $2 million). The 2021 impact of the change in fair value of these
contracts was a $6 million gain (2020 - $4 million loss).
13.
Retirement benefits
We maintain defined benefit and defined contribution pension plans covering most of our employees. The defined
benefit plans generally do not require employee contributions and provide a guaranteed level of pension payable for life
based either on length of service or on earnings and length of service, and in most cases do not increase after
commencement of retirement. We also provide group life insurance, medical and extended health benefits to certain
employee groups.
The defined benefit pension plans are operated in Canada, the U.S., and Europe under broadly similar regulatory
frameworks. The majority are funded arrangements where benefit payments are made from plan assets that are held in
trust. Responsibility for the governance of the plans, including investment and contribution decisions, resides with our
Retirement Committees which report to the Human Resources & Compensation Committee of the Board of Directors. For
the registered defined benefit pension plans, regulations set minimum requirements for contributions for benefit accruals
and the funding of deficits.
Starting January 1, 2022, defined benefit pension plans for certain employee groups were closed to new entrants and
were replaced by a defined contribution scheme.
Accounting policies
We record a retirement asset or liability for our employee defined benefit pension and other retirement benefit plans by
netting our plan assets with our plan obligations, on a plan-by-plan basis.
The cost of defined benefit pensions and other retirement benefits earned by employees is actuarially determined using
the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the
estimated future cash outflows using market yields from high quality corporate bonds with cash flows that approximate
expected benefit payments at the balance sheet date. Plan assets are valued at fair value at each balance sheet date.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or
credited to equity through other comprehensive earnings in the period in which they arise.
Past service costs arising from plan amendments are recognized immediately. The finance amount on net retirement
balances is classified as finance expense.
A gain or loss on settlement is recognized in earnings, calculated as the difference between the present value of the
defined benefit obligation being settled, as determined on the date of settlement, and the settlement amount.
For defined contribution plans, pension expense is the amount of contributions we are required to make in respect of
services rendered by employees.
Supporting information
The actual return on plan assets for 2021 was a gain of $132 million (2020 - $69 million). The total pension expense for
the defined benefit pension plans was $89 million (2020 - $68 million). In 2021, we made contributions to our defined
benefit pension plans of $46 million (2020 - $35 million). We expect to make cash contributions of approximately
$47 million to our defined benefit pension plans during 2022 based on the most recent valuation report for each pension
plan. We also provide group life insurance, medical and extended health benefits to certain employee groups, for which
we contributed $1 million in 2021 (2020 - $1 million).
In 2021, we entered into annuity purchase agreements to settle $215 million of our defined benefit obligations by
purchasing annuities using our plan assets. These agreements transferred the pension obligations of retired employees
under certain pension plans to financial institutions. The difference between the cost of the annuity purchase and the
liabilities held for these pension plans was reflected as a settlement cost in Other.
The status of the defined benefit pension plans and other retirement benefit plans, in aggregate, is as follows:
93
Accrued benefit obligations
Benefit obligations - opening
Norbord Acquisition (note 3)
Service cost
Finance cost on obligation
Benefits paid
Actuarial (gain) loss due to change in financial
assumptions
Actuarial (gain) loss due to demography/experience
Settlement
Foreign exchange1
Benefit obligations - ending
Plan assets
Plan assets - opening
Norbord Acquisition (note 3)
Finance income on plan assets
Actual return on plan assets, net of finance income
Employer contributions
Benefits paid
Settlement
Other
Foreign exchange1
Plan assets - ending
Funded status2
Retirement assets
Impact of minimum funding requirement3
Retirement assets (note 9)
Retirement liabilities (note 11)
Defined benefit
pension plans
Other retirement
benefit plans
Currency
remeasurement
Currency
remeasurement
2021
2020
2021
2020
$
$
$
$
$
$
$
1,443 $
165
68
43
(54)
1,277 $
—
59
38
(38)
(101)
47
(2)
(215)
8
1,355 $
1,181 $
155
36
96
46
(54)
(227)
(3)
9
1,239 $
29 $
(2)
27 $
(145)
(118) $
(1)
1
60
1,443 $
1,067 $
—
31
38
35
(38)
—
—
48
1,181 $
5 $
—
5 $
(267)
(262) $
28 $
1
—
1
(1)
(2)
(4)
—
—
23 $
— $
—
—
—
1
(1)
—
—
—
— $
27
—
—
1
(1)
1
—
—
—
28
—
—
—
—
1
(1)
—
—
—
—
— $
—
— $
(23)
(23) $
—
—
—
(28)
(28)
1.
2.
3.
Foreign currency translation relates to the foreign exchange impact of translating assets and liabilities of certain plans from their functional
currencies to U.S. dollars.
Plans in a surplus position are presented as assets and plans in a deficit position are presented as liabilities on the consolidated balance sheets.
Other retirement benefit plans continue to be unfunded.
Certain of our plans have a surplus that is not recognized on the basis that future economic benefits may not be available to us in the form of a
reduction in future contributions or a cash refund.
94
Expense
Service cost
Administration fees
Settlement
Net finance expense
Assumptions and sensitivities
Defined benefit
pension plans
Other retirement
benefit plans
Currency
remeasurement
2020
2021
Currency
remeasurement
2020
2021
$
$
68 $
2
12
7
89 $
59 $
1
1
7
68 $
— $
—
—
1
1 $
—
—
—
1
1
At December 31, 2021, the weighted average duration of the defined benefit pension obligations is 20 years (December
31, 2020 - 19 years). The projected future benefit payments for the defined benefit pension plans at December 31, 2021
are as follows:
Defined benefit pension plans
$
40 $
39 $
130 $
2,159 $
2,368
2022
2023
2024 to 2026
Thereafter
Total
Key assumptions used in determining defined benefit pension and other retirement pension benefit obligations include
assumed rates of increase for future employee compensation and discount rates. These estimates are determined with
the assistance of independent actuarial specialists.
The significant actuarial assumptions used to determine our balance sheet date retirement assets and liabilities and our
retirement benefit plan expenses are as follows:
Benefit obligations:
Discount rate
Future compensation rate increase
Benefit expense:
Discount rate - beginning of year
Future compensation rate increase
Defined benefit
pension plans
Other retirement
benefit plans
2021
2020
2021
2020
3.03%
3.60%
2.69%
3.65%
2.69%
3.65%
3.00%
3.50%
3.08%
n/a
2.70%
n/a
2.70%
n/a
3.00%
n/a
Health-care benefit costs, shown under other retirement benefit plans, are funded on a pay-as-you-go basis. The actuarial
assumptions for extended health-care costs are estimated to increase 6.25% in year one, grading down by 0.25% per year
for years two to seven, to 4.50% per year thereafter.
The impact of a change in these assumptions on our retirement obligations as at December 31, 2021 is as follows:
Discount rate - 0.50% change
Compensation rate - 0.50% change
Increase
Decrease
$
$
(123) $
27 $
140
(22)
The sensitivities have been calculated on the basis that all other variables remain constant. When calculating the
sensitivity of the defined benefit obligation, the same methodology is applied as was used to determine the retirement
assets and liabilities.
Plan Assets
95
The assets of the defined benefit pension plans are invested predominantly in a diversified range of equities, pooled
funds and bonds. The weighted average asset allocations of the defined benefit plans at December 31, by asset category,
are as follows:
Canadian equities
Foreign equities
Fixed income investments
Other investments
Risk management practices
Target range
2% - 30%
15% - 57%
20% - 55%
0% - 34%
2021
16%
39%
33%
12%
100%
2020
22%
38%
33%
7%
100%
We are exposed to various risks related to our defined benefit pension and other retirement benefit plans:
•
•
•
Uncertainty in benefit payments: The value of the liability for retirement benefits will ultimately depend on the
amount of benefits paid and this in turn will depend on the level of future compensation increase and life
expectancy.
Volatility in asset value: We are exposed to changes in the market value of pension plan investments which are
required to fund future benefit payments.
Uncertainty in cash funding: Movement in the value of the assets and obligations may result in increased levels
of cash funding, although changes in the level of cash funding required can be spread over several years. We are
also exposed to changes in pension regulation and legislation.
Our Retirement Committees manage these risks in accordance with a Statement of Investment Policies and Procedures
for each pension plan or group of plans administered under master trust agreements. The following are some specific risk
management practices employed:
•
Retaining and monitoring professional advisors including an outsourced chief investment officer (“OCIO”).
• Monitoring our OCIO’s adherence to asset allocation guidelines and permitted categories of investments.
• Monitoring investment decisions and performance of the OCIO and asset performance against benchmarks.
Defined contribution plans
The total pension expense and funding contributions for the defined contribution pension plans for 2021 was $29 million
(2020 - $13 million).
14.
Share capital
Authorized
400,000,000 Common shares, without par value
20,000,000 Class B Common shares, without par value
10,000,000 Preferred shares, issuable in series, without par value
96
Issued
2021
2020
January 1, 2020
Common
Class B Common
Total Common
Number
103,647,256
2,281,478
105,928,734
$
$
Amount
3,402
—
3,402
Number
66,397,144 $
2,281,478
68,678,622 $
Currency
remeasurement
Amount
481
—
481
Number
66,381,289
2,281,478
68,662,767
$
$
Currency
remeasurement
Amount
480
—
480
As part of the Norbord Acquisition, we issued 54,484,188 Common shares of West Fraser at a price of US$63.90 per share
(CAD$81.94 per share) for $3,482 million. The price per share was based on the West Fraser Common shares’ closing
price as listed on the TSX on January 29, 2021, and a CAD-USD exchange rate of 0.7798.
For the year ended December 31, 2021, we issued 131,452 Common shares under our share option plans (2020 - 1,000
Common shares) and 2,946 Common shares under our employee share purchase plan (2020 - 14,855 Common shares).
Rights and restrictions of Common shares
Our Class B Common shares are equal in all respects to our Common shares, including the right to dividends and the right
to vote, and are exchangeable on a one-for-one basis for Common shares. Our Common shares are listed for trading on
the TSX and NYSE, while our Class B Common shares are not. Certain circumstances or corporate transactions may require
the approval of the holders of our Common shares and Class B Common shares on a separate class by class basis.
On February 1, 2021, West Fraser listed its Common shares on the NYSE and began trading under the symbol WFG. At the
same time, the symbol on the TSX was also changed to WFG.
Share repurchases
On February 17, 2021, we renewed our normal course issuer bid (“NCIB”) allowing us to acquire an additional 6,044,000
Common shares for cancellation until the expiry of the bid on February 16, 2022. On June 11, 2021, we amended our
NCIB, allowing us to acquire an additional 3,538,470 Common shares for an aggregate of 9,582,470 Common shares. For
the year ended December 31, 2021, we repurchased 7,059,196 Common shares at an average price of US$74.60
(CAD$92.79) per share under this NCIB.
On August 20, 2021, we completed a substantial issuer bid pursuant to which we purchased for cancellation a total of
10,309,278 common shares at a price of CAD$97.00 (US$76.84) per Common share for an aggregate purchase price of
CAD$1.0 billion.
15.
Equity-based compensation
We have share option, phantom share unit (“PSU”) and directors’ deferred share unit (“DSU”) plans. We have partially
hedged our exposure under these plans with an equity derivative contract. The equity derivative contract matured in
December 2021 and was closed out. The equity-based compensation expense included in the consolidated statement of
earnings for the year ended December 31, 2021 was $40 million (2020 - $9 million).
Accounting policies
We estimate the fair value of outstanding share options using the Black-Scholes valuation model and the fair value of our
PSU plan and directors’ DSU plan using an intrinsic valuation model at each balance sheet date. We record the resulting
expense or recovery, over the related vesting period, through a charge or recovery to earnings.
From time to time, we enter into equity derivative contracts to provide a partial offset to our exposure to fluctuations in
equity-based compensation from our stock option, PSU and DSU plans. These derivatives are fair valued at each balance
sheet date using an intrinsic valuation model and the resulting expense or recovery is offset against the related equity-
based compensation. If a share option holder elects to acquire Common shares, both the exercise price and the accrued
liability are credited to shareholders’ equity.
Supporting information
Share option plan
97
Under our share option plan, officers and employees may be granted options to purchase up to 8,295,940 Common
shares, of which 1,025,337 remain available for issuance. This includes the 1,000,000 increase in Common shares that
may be issued on the exercise of options that was approved by our shareholders on January 19, 2021.
Our share option plans include equity-based plans assumed from Norbord as part of the Norbord Acquisition. The
assumed Norbord share purchase option plans (“Assumed Option Plans”) were fair valued at the Norbord Acquisition
date. From February 1 to April 20, 2021, the Assumed Option Plans were accounted for as equity-settled plans. On April
20, 2021, our board of directors approved a change to allow the Assumed Option Plans holders the right to elect to
receive a cash payment in lieu of exercising an option to purchase Common shares. The change required us to fair value
the Assumed Option Plan on April 20, 2021 and convert from equity-based accounting to cash-settled accounting for the
Assumed Option Plans. Cash-settled accounting is consistent with the West Fraser option plan. Any changes in fair value
from April 20, 2021 onwards resulted in an expense or recovery over the vesting period in the same manner as the rest of
our option plans. This change to the Assumed Option Plans did not in any way affect the value of the instruments to the
holders. No additional options may be offered under the Assumed Option Plans.
The exercise price of a share option is the closing price of a Common share on the trading day immediately preceding the
grant date. Our share option plans give the share option holders the right to elect to receive a cash payment in lieu of
exercising an option to purchase Common shares. Options vest at the earlier of the date of retirement or death and 20%
per year from the grant date and expire after 10 years. The Assumed Option Plans are similar except the options do not
vest upon retirement and instead continue to vest at 20% per year.
In 2021, we have recorded an expense of $47 million (2020 – expense of $20 million) related to the share option plans.
The liability associated with the share option plan is tracked in Canadian dollars and is based on prices published by the
TSX. A summary of the activity in the share option plans based on Canadian dollar prices is presented below:
Outstanding - beginning of year
Assumed in Norbord Acquisition (note 3)
Granted
Exercised
Expired / Cancelled
Outstanding - end of year
Exercisable - end of year
2021
2020
Number
Weighted
average price
(CAD$)
Number
Weighted
average price
(CAD$)
1,316,994
887,961
171,975
(1,284,284)
(14,806)
1,077,840
563,102
$
$
$
53.64
51.85
92.79
46.43
92.79
66.64
61.50
1,211,137
—
160,410
(49,689)
(4,864)
1,316,994
991,119
$
$
$
51.78
—
64.53
43.45
55.74
53.64
49.58
The following table summarizes information about the share options outstanding and exercisable at December 31, 2021
in Canadian dollars:
Exercise price range
(CAD$)
$32.00 - $45.00
$46.00 - $60.00
$61.00 - $75.00
$76.00 - $93.00
Number of
outstanding
options
(number)
105,391
344,640
373,454
254,355
1,077,840
Weighted average
remaining
contractual life
(years)
3.7
6.0
6.6
8.0
6.4
Weighted average
exercise price
Number of
exercisable options
Weighted average
exercise price
(CAD$)
(number)
(CAD$)
$
$
40.86
54.18
68.97
89.97
66.64
105,391
200,703
173,956
83,052
563,102
$
$
40.86
53.90
70.99
86.21
61.50
The weighted average share price at the date of exercise for share options exercised during the year was CAD$100.85 per
share (2020 - CAD$69.73 per share).
98
The accrued liability related to the share option plan based on a Black-Scholes valuation model was $44 million at
December 31, 2021 (December 31, 2020 - $37 million; January 1, 2020 - $17 million). The weighted average fair value of
the options used in the calculation was CAD$52.29 per option at December 31, 2021 (December 31, 2020 - CAD$35.74
per option).
The inputs to the option model are as follows:
Share price on balance sheet date
Weighted average exercise price
Expected dividend
Expected volatility
Weighted average interest rate
Weighted average expected remaining life in years
2021
CAD$120.68
CAD$66.64
CAD$1.01
42.94%
1.11%
6.44
2020
CAD$81.72
CAD$53.64
CAD$0.80
44.52%
0.26%
2.81
The expected dividend on our shares was based on the annualized dividend rate at each period end. Expected volatility
was based on five years of historical data. The interest rate for the life of the options was based on the implied yield
available on government bonds with an equivalent remaining term at each period-end. Historical data was used to
estimate the expected life of the options and forfeiture rates.
The intrinsic value of options issued under the share option plan at December 31, 2021 was CAD$33 million
(December 31, 2020 - CAD$37 million; January 1, 2020 - CAD$14 million). The intrinsic value is determined based on the
difference between the period end share price and the exercise price, multiplied by the sum of the related vested
options.
Phantom share unit plan
Our PSU plan is intended to supplement, in whole or in part, or replace the granting of share options as long-term
incentives for officers and employees. The plan provides for two types of units which vest on the third anniversary of the
grant date. A restricted share unit pays out based on the Common share price over the 20 trading days immediately
preceding its vesting date (the “vesting date value”). A performance share unit pays out at a value between 0% and 200%
of its vesting date value contingent upon our performance relative to a peer group of companies over the three-year
performance period. Officers and employees granted units under the plan are also entitled to additional units to reflect
cash dividends paid on Common shares from the applicable grant date until payout.
We have recorded an expense of $11 million (2020 - $5 million) related to the PSU plan. The number of units outstanding
as at December 31, 2021 was 169,385 (December 31, 2020 – 111,262), including performance share units totalling 90,813
(December 31, 2020 – 81,825).
Directors’ deferred share unit plan
We have a DSU plan which provides a structure for directors, who are not employees of the Company, to accumulate an
equity-like holding in West Fraser. The DSU plan allows directors to participate in the growth of West Fraser by providing
a deferred payment based on the five-day weighted average Common share price at the time of redemption. Each
director receives deferred share units in payment of an annual equity retainer until a minimum equity holding is reached
and may elect to receive units in payment of up to 100% of other fees earned. After a minimum equity holding is reached,
directors may elect to receive the equity retainer in units or cash. The units are issued based on our five-day weighted
average Common share price at the time of issue. Additional units are issued to take into account the value of dividends
paid on Common shares from the date of issue to the date of redemption. Units are redeemable only after a director
retires, resigns or otherwise leaves the board. The redemption value is equal to the five-day weighted average Common
share price at the date of redemption. A holder of units may elect to redeem units in cash or receive Common shares
having an equivalent value.
We have recorded an expense of $5 million (2020 - $2 million) related to the DSU plan. The number of units outstanding
as at December 31, 2021 was 92,120 (December 31, 2020 - 87,294).
Equity-based compensation hedge
99
Our equity derivative contract provided an offset for 1,000,000 Common share equivalents against our exposure to
fluctuations in equity-based compensation expense from our stock option, PSU and DSU plans. A recovery of $23 million
(2020 – recovery of $18 million) is included in equity-based compensation expense related to our equity derivative
contract. The equity derivative contract matured in December 2021 and was closed out.
16.
Finance expense, net
Interest expense
Interest income on short-term investments (note 4)
Interest income on duty deposits receivable (note 25)
Finance expense on employee future benefits
17.
Other
Foreign exchange loss
Settlement loss on defined benefit pension plan annuity purchase (note 13)
Gain (loss) on interest rate swap contracts (note 12)
Other
18.
Tax provision
Accounting policies
Currency
remeasurement
2020
2021
(48) $
2
9
(8)
(45) $
(32)
1
13
(9)
(27)
Currency
remeasurement
2020
2021
(5) $
(12)
6
9
(2) $
(4)
—
(4)
(6)
(14)
$
$
$
$
Tax expense for the period is comprised of current and deferred tax. Tax expense is recognized in the consolidated
statement of earnings, except to the extent that it relates to items recognized in other comprehensive earnings in which
case it is recognized in other comprehensive earnings.
Deferred taxes are provided for using the liability method. Under this method, deferred taxes are recognized for
temporary differences between the tax and financial statement basis of assets, liabilities and certain carry-forward items.
Deferred tax assets are recognized only to the extent that it is probable that they will be realized. Deferred income tax
assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of substantive enactment.
100
Supporting information
The major components of income tax included in comprehensive earnings are as follows:
Earnings:
Current tax
Deferred tax
Tax provision on earnings
Other comprehensive earnings:
Deferred tax (provision) recovery on retirement benefit actuarial gain (loss)
Tax provision on comprehensive earnings
Currency
remeasurement
2020
2021
$
$
$
$
(977) $
26
(951) $
(52) $
(1,003) $
(134)
(68)
(202)
2
(200)
The tax provision differs from the amount that would have resulted from applying the B.C. statutory income tax rate to
earnings before tax is as follows:
Income tax expense at statutory rate of 27%
Non-taxable amounts
Rate differentials between jurisdictions and on specified activities
Other
Tax provision
Deferred income tax liabilities (assets) are made up of the following components:
Currency
remeasurement
2020
2021
$
$
(1,052) $
(4)
116
(11)
(951) $
(213)
(5)
21
(5)
(202)
Property, plant, equipment and intangibles
Reforestation and decommissioning obligations
Employee benefits
Export duty deposits
Tax loss carry-forwards1
Other
Represented by:
Deferred income tax assets
Deferred income tax liabilities
$
$
$
$
781 $
(30)
(64)
44
(10)
(17)
704 $
(8) $
712
704 $
Currency
remeasurement
2020
2021
Currency
remeasurement
January 1, 2020
309
(26)
(67)
15
(41)
(3)
187
347 $
(28)
(87)
46
(14)
(9)
255 $
(9) $
264
255 $
(8)
195
187
1.
Includes $68 million for net operating loss carry-forwards in various jurisdictions and $409 million for U.S. state net operating loss carry-forwards.
A portion of these losses expire over various periods starting in 2022. Deferred tax assets for net operating losses and other carry-forward
attributes totaling $75 million have not be recognized as at December 31, 2021.
19.
Employee compensation
Our employee compensation expense includes salaries and wages, employee future benefits, termination costs and
bonuses. Total compensation expense is $1,070 million (2020 - $699 million).
Key management includes directors and officers, and their compensation expense and balance sheet date payables are as
follows:
101
Expense
Salary and short-term employee benefits
Retirement benefits
Equity-based compensation1
1.
Amounts do not necessarily represent the actual value which will ultimately be paid.
Currency
remeasurement
2020
2021
$
$
17 $
2
36
55 $
7
1
17
25
Payables and accrued liabilities
Compensation
Equity-based compensation1
Currency
remeasurement
2020
Currency
remeasurement
January 1, 2020
2021
$
$
7 $
46
53 $
3 $
32
35 $
—
16
16
1.
Amounts do not necessarily represent the actual value which will ultimately be paid.
20.
Earnings per share
Basic earnings per share is calculated based on earnings available to Common shareholders, as set out below, using the
weighted average number of Common shares and Class B Common shares outstanding.
Diluted earnings per share is calculated based on earnings available to Common shareholders adjusted to remove the
actual share option expense (recovery) charged to earnings and after deducting a notional charge for share option
expense assuming the use of the equity‑settled method, as set out below. The diluted weighted average number of
shares is calculated using the treasury stock method. When earnings available to Common shareholders for diluted
earnings per share are greater than earnings available to Common shareholders for basic earnings per share, the
calculation is anti‑dilutive and diluted earnings per share are deemed to be the same as basic earnings per share.
Earnings
Basic
Share option expense
Equity-settled share option adjustment
Diluted
Weighted average number of shares (thousands)
Basic
Share options
Diluted
Earnings per share (dollars)
Basic
Diluted
Currency
remeasurement
2020
2021
2,947 $
47
(5)
2,989 $
109,021
539
109,560
588
20
(2)
606
68,672
191
68,863
27.03 $
27.03 $
8.56
8.56
$
$
$
$
102
21.
Government assistance
Accounting policies
Government assistance received that relates to the construction of manufacturing assets is applied to reduce the cost of
those assets. Government assistance received that relates to operational expenses is applied to reduce the amount
charged to earnings for the operating item. Government assistance is recognized when there is reasonable assurance that
the amount will be collected and that all the conditions will be complied with.
Supporting information
Government assistance of $5 million (2020 - $3 million) was recorded as a reduction to property, plant and equipment.
Government assistance of $8 million (2020 - $5 million) was recorded as a reduction to cost of products sold and $7
million (2020 - nil) to Other. The government assistance related primarily to research and development, apprenticeship
tax credits, renewable heat incentives and a U.S. federal new market tax credit.
22.
Financial instruments
Accounting policies
All financial assets and liabilities, except for derivatives, are initially measured at fair value and subsequently measured at
amortized cost using the effective interest rate method. Derivatives are measured at fair value through profit or loss
(“FVTPL”).
Supporting information
The following tables provide the carrying and fair values of our financial instruments by category, as well as the
associated fair value hierarchy levels as defined in note 2 under “Fair value measurements”. The carrying amount is a
reasonable approximation of fair value for cash and short-term investments, receivables, and payables and accrued
liabilities. The carrying values of long-term debt include any current portions and exclude deferred financing costs.
2021
Financial assets
Cash and short-term investments
Receivables
Financial liabilities
Payables and accrued liabilities
1
Long-term debt (note 12)
2
Interest rate swaps (note 11 & 12)
Financial assets
at amortized
cost
Level
Financial assets
or financial
liabilities at
FVTPL
Financial
liabilities at
amortized cost Carrying value
Fair value
2
3
3
2
2
$
$
$
$
1,568 $
508
2,076 $
— $
—
—
— $
— $
—
— $
— $
—
1
1 $
— $
—
— $
1,568 $
508
2,076 $
848 $
501
—
1,349 $
848 $
501
1
1,350 $
1,568
508
2,076
848
513
1
1,362
1.
2.
The fair value of long-term debt is based on rates available to us at December 31, 2021 for long-term debt with similar terms and remaining
maturities.
The interest rate swap contracts are included in other liabilities in our consolidated balance sheets.
2020
(currency remeasurement)
Financial assets
Cash and short-term investments
Receivables
Financial liabilities
Payables and accrued liabilities1
2
Long-term debt (note 12)
3
Interest rate swaps (note 11 & 12)
Financial assets
at amortized
cost
Level
Financial assets
or financial
liabilities at
FVTPL
Financial
liabilities at
amortized cost Carrying value
Fair value
103
2
3
3
2
2
$
$
$
$
461 $
277
738 $
— $
—
—
— $
— $
—
— $
2 $
—
6
8 $
— $
—
— $
387 $
509
—
896 $
461 $
277
738 $
389 $
509
6
904 $
461
277
738
389
524
6
919
1.
2.
3.
Payables and accrued liabilities include our equity derivative payable of $2 million
The fair value of long-term debt is based on rates available to us at December 31, 2020 for long-term debt with similar terms and remaining
maturities.
The interest rate swap contracts are included in other liabilities in our consolidated balance sheets.
January 1, 2020
(currency remeasurement)
Financial assets
Cash and short-term investments
Receivables1
Financial liabilities
Cheques issued in excess of funds
on deposit
Operating loans
Payables and accrued liabilities
2
Long-term debt (note 12)
3
Interest rate swaps (note 11 & 12)
Financial assets
at amortized
cost
Level
Financial assets
or financial
liabilities at
FVTPL
Financial
liabilities at
amortized cost Carrying value
Fair value
2
3
2
2
3
2
2
$
$
$
$
12 $
197
209 $
— $
—
—
—
—
— $
— $
2
2 $
— $
—
—
—
2
2 $
— $
—
— $
12 $
199
211 $
12
199
211
12 $
12 $
290
305
510
—
1,117 $
290
305
510
2
1,119 $
12
290
305
521
2
1,130
1.
2.
3.
Receivables include our equity derivative receivable of $2 million.
The fair value of long-term debt is based on rates available to us at January 1, 2020 for long-term debt with similar terms and remaining
maturities.
The interest rate swap contracts are included in other liabilities in our consolidated balance sheets.
Financial risk management
Our activities result in exposure to a variety of financial risks, and the main objectives of our risk management process are
to ensure risks are properly identified and analyzed and establish appropriate risk limits and controls. Risk management
policies and systems are reviewed regularly to reflect changes in market conditions and our activities. We are exposed to
credit risk, liquidity risk and market risk. A description of these risks and policies for managing these risks are summarized
below.
The sensitivities provided in this section give the effect of possible changes in the relevant prices and rates on earnings.
The sensitivities are hypothetical and should not be considered to be predictive of future performance or earnings.
Changes in fair values or cash flows based on market variable fluctuations cannot be extrapolated since the relationship
between the change in the market variable and the change in fair value or cash flows may not be linear.
104
Credit risk
Credit risk is the risk of financial loss if a customer or counterparty to a financial instrument fails to meet its contractual
obligations. We are exposed to credit risk with respect to cash and short-term investments and accounts receivable from
our customers. The carrying amounts of these accounts represent the maximum credit exposure. We manage credit risk
by holding cash and short-term investments with major banks of high creditworthiness. Credit risk for trade and other
receivables is managed through established credit monitoring activities such as:
•
•
•
Establishing and monitoring customer credit limits;
Performing ongoing evaluations of key customer financial conditions; and
In certain market areas, undertaking additional measures to reduce credit risk including credit insurance, letters
of credit and prepayments. At December 31, 2021, approximately 35% of trade accounts receivable was covered
by at least some of these additional measures. (December 31, 2020 - 24%, January 1, 2020 - 40%).
Given our credit monitoring activities, the low percentage of overdue accounts and our history of minimal customer
defaults, we consider the credit quality of the trade accounts receivable at December 31, 2021 to be high and have
recorded nominal expected credit losses on our trade accounts receivable. The aging analysis of trade accounts receivable
is presented below:
Trade accounts receivable
Current
Past due 1 to 30 days
Past due 31 to 60 days
Past due over 60 days
Trade accounts receivable
Insurance receivable
Government assistance
Sales taxes receivable
Other
Receivables
Liquidity risk
Currency
remeasurement
Currency
remeasurement
2021
2020
January 1,
2020
$
$
$
403 $
30
3
5
441 $
6
1
28
32
508 $
220 $
22
1
1
244 $
—
5
11
17
277 $
150
9
—
—
159
9
5
8
18
199
Liquidity risk is the risk we will encounter difficulty in meeting obligations associated with financial liabilities. We manage
liquidity risk by maintaining adequate cash and short-term investment balances and having lines of credit available. In
addition, we regularly monitor forecasted and actual cash flows. Refinancing risks are managed by extending maturities
through regular renewals and refinancing when market conditions are supportive.
The following table summarizes the maturity profile of our financial liabilities based on contractual undiscounted
payments:
(at December 31, 2021, in $ millions)
Long-term debt
Interest on long-term debt1
Lease obligations
Payables and accrued liabilities
Total
Carrying
value
Total
2022
2023
2024
2025
$
$
499 $
—
28
848
1,375 $
501 $
52
29
848
1,430 $
— $
19
11
848
878 $
— $
19
6
—
25 $
501 $
14
5
—
520 $
Thereafter
—
—
5
—
5
— $
—
2
—
2 $
1.
Assumes debt remains at December 31, 2021 levels and includes the impact of interest rate swaps terminating August 2024.
Market risk
105
Market risk is the risk of loss that might arise from changes in market factors such as interest rates, foreign exchange
rates, and commodity prices. We aim to manage market risk acceptable parameters and may, from time to time, use
derivatives to manage market risk. No energy related derivatives, lumber futures, or foreign exchange contracts were
outstanding at December 31, 2021 or 2020.
Interest rates
Interest rate risk relates mainly to floating interest rate debt. By maintaining a mix of fixed and floating rate debt along
with interest rate swap contracts, we mitigate the exposure to interest rate changes.
As at December 31, 2021, we had the following floating rate financial instruments:
Financial instrument
Term loan
Interest rate swap contracts
Carrying
value
$
$
199
1
We maintain a five-year term $200 million term loan due August 2024 where the interest on the facilities is payable at
floating rates based on Prime, Base Rate Advances, Bankers’ Acceptances or LIBOR Advances at our option.
We also have interest rate swap agreements terminating August 2024 to pay fixed interest rates and receive variable
interest rates equal to 3-month LIBOR on $200 million notional principal amount of indebtedness. These swap
agreements fix the interest rate on the $200 million five-year term loan floating rate debt.
At December 31, 2021, the impact of a 100-basis point change in interest rate affecting our floating rate debt would not
result in a change in annual interest expense.
We initially adopted Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)
(“The Phase 2 Amendments”) effective January 1, 2021. The Phase 2 Amendments provide practical relief from certain
requirements in IFRS Standards relating to the modification of financial instruments, lease contracts, or hedging
relationships triggered by a replacement of a benchmark interest rate in a contract with a new alternative benchmark
rate.
At December 31, 2021, these amendments did not affect our financial statements as we have not yet transitioned any
agreements that are exposed to LIBOR or to an alternative benchmark interest rate.
The above financial instruments are based on LIBOR settings that are currently scheduled to cease publication after June
30, 2023. We are working with the lenders associated with the term loan and the counterparties associated with the
interest rate swap to assess the potential alternatives to the use of LIBOR. We will continue to monitor developments on
alternative benchmark interest rates and expect to transition to alternative rates as widespread market practice is
established.
Currency risk
On February 1, 2021, West Fraser determined that as a result of the Norbord Acquisition, the functional currency of our
Canadian operations had changed from CAD to USD.
We are exposed to foreign currency risk because our Canadian operations incur a portion of their operating expenses in
Canadian dollars. Therefore, an increase in the value of the CAD relative to the USD increases the value of expenses in
USD terms incurred by our Canadian operations, which reduces operating margin and the cash flow available to fund
operations.
In addition, foreign currency exposure arises from our net investment in our European operations, which have British
pound sterling and Euro functional currencies, and our Canadian newsprint operation, which has a Canadian dollar
functional currency. The risk arises from the fluctuation in spot rates between these currencies and the U.S. dollar, which
causes the amount of the net investment to vary with the resulting translation gains or losses being reported in other
comprehensive earnings.
106
The following table summarizes quantitative data about our exposure to currency risk:
Net Canadian dollar monetary asset (liability)
Net investment in newsprint operations
Net investment in European operations
Net investment in European operations
CAD millions $
CAD millions
GBP millions
EUR millions
2021
(665)
46
308
45
A $0.01 strengthening (weakening) of the USD against the CAD would increase (decrease) the earnings by approximately
$3 million. A $0.01 strengthening (weakening) of the USD against the CAD, British pound and Euro would result in an
approximate $6 million translation loss (gain) on operations with different functional currency included in other
comprehensive earnings. These sensitivities assume that all other variables remain constant and ignores any impact of
forecast sales and purchases.
23.
Capital disclosures
Our business is cyclical and is subject to significant changes in cash flow over the business cycle. In addition, financial
performance can be materially influenced by changes in product prices and the relative values of the Canadian and U.S.
dollars. Our objective in managing capital is to ensure adequate liquidity and financial flexibility at all times, particularly at
the bottom of the business cycle.
Our main policy relating to capital management is to maintain a strong balance sheet and otherwise meet financial tests
that rating agencies commonly apply for investment-grade issuers of public debt. Our debt is currently rated as
investment-grade by three major rating agencies.
We monitor and assess our financial performance to ensure that debt levels are prudent, taking into account the
anticipated direction of the business cycle. When financing acquisitions, we combine cash on hand, debt, and equity
financing in a proportion that is intended to maintain an investment-grade rating for debt throughout the cycle. Debt
repayments are arranged, where possible, on a staggered basis that takes into account the uneven nature of anticipated
cash flows. We have established committed revolving lines of credit that provide liquidity and flexibility when capital
markets are restricted.
A strong balance sheet and liquidity profile are key elements of our goal to maintain a balanced capital allocation
strategy. Priorities within this strategy include reinvesting in our operations across all market cycles to strategically
enhance productivity, product mix, and capacity; maintain a leading cost position; maintain financial flexibility to
capitalize on growth opportunities, including the pursuit of acquisitions and larger-scale strategic growth initiatives; and
return capital to shareholders through dividends and share repurchases.
Two key measurements used to monitor our capital position is total debt to total capital and net debt to total capital,
calculated as follows at December 31:
Debt
Operating loans, excluding deferred financing costs
Current and long-term lease obligation
Long-term debt, excluding deferred financing costs
Interest rate swaps1
Open letters of credit1
Total debt
Shareholders’ equity
Total capital
Total debt to total capital
Total debt
Cash and short-term investments
Open letters of credit1
Interest rate swaps1
Cheques issued in excess of funds on deposit
Net debt
Shareholders’ equity
Total capital, net of cash
Net debt to total capital
Currency
remeasurement
2020
Currency
remeasurement
January 1, 2020
107
2021
$
$
$
— $
28
501
1
65
595
7,656
8,251
7%
595
(1,568)
(65)
(1)
—
(1,039) $
7,656 $
6,617
(16%)
— $
6
509
6
50
571
2,478
3,049
19%
571
(461)
(50)
(6)
—
54 $
2,478 $
2,532
2%
290
8
510
2
47
857
1,905
2,762
31%
857
(12)
(47)
(2)
12
808
1,905
2,713
30%
1.
Letters of credit facilities and the fair value of interest rate swaps are part of our bank covenants’ total debt calculation.
24.
Segment and geographical information
The segmentation of manufacturing operations into lumber, NA EWP, pulp and paper and Europe EWP is based on a
number of factors, including similarities in products, production processes and economic characteristics. The EWP
segments have been separated due to differences in the operating region, customer base, profit margins and sales
volumes. Transactions between segments are at market prices and on standard business terms. The segments follow the
accounting policies described in these consolidated financial statement notes, where applicable, and earnings before tax
has been identified as the measure of segment profit and loss.
108
January 1, 2021 to December 31, 2021
Lumber
NA EWP
Pulp &
Paper
Europe
EWP
Corporate
& Other
Total
Sales
To external customers
To other segments
Cost of products sold
Freight and other distribution costs
Export duties, net
Amortization
Selling, general and administration
Equity-based compensation
Operating earnings
Finance expense, net
Other
Earnings before tax
Total assets
Total liabilities
Capital expenditures1
$
$
$
$
$
$
$
4,804 $
106
4,910 $
(2,241)
(404)
(146)
(164)
(146)
—
1,809 $
(17)
2
1,794 $
4,264 $
9
4,273 $
(1,521)
(262)
—
(289)
(76)
—
2,125 $
(3)
(1)
2,121 $
727 $
—
727 $
(541)
(137)
—
(34)
(34)
—
(19) $
(5)
2
(22) $
723 $
—
723 $
(457)
(43)
—
(88)
(22)
—
113 $
(1)
—
112 $
— $
(115)
(115) $
115
—
—
(9)
(34)
(40)
(83) $
(19)
(5)
(107) $
10,518
—
10,518
(4,645)
(846)
(146)
(584)
(312)
(40)
3,945
(45)
(2)
3,898
3,557 $
668 $
146 $
4,154 $
552 $
424 $
448 $
99 $
35 $
953 $
223 $
28 $
1,321 $
1,235 $
2 $
10,433
2,777
635
1.
NA EWP capital expenditures includes $276 million relating to the asset acquisition of the idled OSB mill near Allendale, South Carolina.
January 1, 2020 to December 31, 2020
(currency remeasurement)
Lumber
NA EWP
Pulp &
Paper
Europe
EWP
Corporate
& Other
Total
Sales
To external customers
To other segments
Cost of products sold
Freight and other distribution costs
Export duties, net
Amortization
Selling, general and administration
Equity-based compensation
Operating earnings
Finance expense, net
Other
Earnings before tax
Total assets
Total liabilities
Capital expenditures
$
$
$
$
$
$
$
3,258 $
98
3,356 $
(1,871)
(361)
(57)
(151)
(128)
—
788 $
(17)
(2)
769 $
467 $
7
474 $
(303)
(42)
—
(13)
(22)
—
94 $
(4)
5
95 $
648 $
—
648 $
(490)
(126)
—
(31)
(33)
—
(32) $
(6)
(8)
(46) $
3,138 $
520 $
149 $
249 $
45 $
10 $
432 $
130 $
19 $
— $
—
— $
—
—
—
—
—
—
— $
—
—
— $
— $
— $
— $
— $
(105)
(105) $
105
—
—
(8)
(2)
(9)
(19) $
—
(9)
(28) $
4,373
—
4,373
(2,559)
(529)
(57)
(203)
(185)
(9)
831
(27)
(14)
790
359 $
1,005 $
2 $
4,178
1,700
180
The geographic distribution of non-current assets and external sales is as follows:
109
Canada
United States
China
Other Asia
Europe2,3
Other
Non-current assets
Currency
remeasurement
2020
Currency
remeasurement
January 1, 2020
Sales by geographic area1
Currency
remeasurement
2020
2021
2021
$
$
3,825 $
2,838
—
—
553
—
7,216 $
1,654 $
1,188
—
—
—
—
2,842 $
1,577 $
1,134
—
—
—
—
2,711 $
1,682 $
7,286
465
341
737
7
10,518 $
853
2,860
467
174
17
2
4,373
1.
2.
3.
Sales distribution is based on the location of product delivery.
2021 non-current assets balance includes non-current assets located in the U.K. and Belgium.
Sales balances includes sales to the U.K.
25.
Countervailing (“CVD”) and antidumping (“ADD”) duty dispute
On November 25, 2016, a coalition of U.S. lumber producers petitioned the U.S. Department of Commerce (“USDOC”)
and the U.S. International Trade Commission (“USITC”) to investigate alleged subsidies to Canadian softwood lumber
producers and levy CVD and ADD duties against Canadian softwood lumber imports. The USDOC chose us as a
“mandatory respondent” to both the countervailing and antidumping investigations, and as a result, we have received
unique company-specific rates.
Accounting policy
The CVD and ADD rates apply retroactively for each POI. We record CVD as export duty expense at the cash deposit rate
until an AR finalizes a new applicable rate for each period of investigation (“POI”). We record ADD as export duty expense
by estimating the rate to be applied for each POI by using our actual results and a similar calculation methodology as the
USDOC and adjust when an AR finalizes a new applicable rate for each POI. The difference between the cash deposits and
export duty expense is recorded on our balance sheet as export duty deposits receivable or other liabilities as applicable,
along with any adjustments to finalized rates.
The difference between the cash deposit amount and the amount that would have been due based on the final AR rate
will incur interest based on the U.S. federally published interest rate. We record interest income on our duty deposits
receivable, net of any interest expense on our duty deposits payable, based on this rate.
Developments in CVD and ADD rates
We began paying CVD and ADD duties in 2017 based on the USDOC’s determination of duties payable. The CVD and ADD
cash deposit rates are updated based on the USDOC’s AR for each POI, as summarized in the tables below. Following
year-end, the USDOC amended the CVD cash deposit rate for ministerial errors from 5.06% to 5.08%, effective January
10, 2022.
The USDOC finalized the CVD and ADD duty expense rates for the AR1 and AR2 POIs in 2020 and 2021 respectively, as
summarized in the tables below. Finalization of administrative reviews relating to active POIs are expected approximately
two years after the POI in question.
AR3 (POI January 1 to December 31, 2020) commenced in April 2021, and the rates are expected to be finalized in August
2022. AR4 (POI January 1 to December 31, 2021) is expected to commence in 2022 with the results finalized in 2023. We
have been selected as a mandatory respondent for AR3, which will result in West Fraser continuing to be subject to a
company-specific rate.
On January 31, 2022, the USDOC released the preliminary results from AR3 POI covering the 2020 calendar year, which
indicated a rate of 8.46% for CVD and 4.63% for ADD for West Fraser. The duty rates are subject to an appeal process,
and we will record an adjustment once the rates are finalized. If the AR3 rates were to be confirmed, it would result in a
U.S. dollar recovery of $43 million for the POI covered by AR3. This adjustment would be in addition to the amounts
110
already recorded on our balance sheet. If these rates are finalized, our combined cash deposit rate would be revised to
13.09%.
The respective Cash Deposit Rates, the AR POI Final Rate, and the West Fraser Estimated ADD Rate for each period are as
follows:
Effective dates for CVD
AR1 POI
April 28, 2017 - August 24, 20171
August 25, 2017 - December 27, 20171
December 28, 2017 - December 31, 20172
January 1, 2018 - December 31, 2018
AR2 POI
January 1, 2019 - December 31, 2019
AR3 POI
January 1, 2020 - November 30, 2020
December 1, 2020 - December 31, 20204
AR4 POI
January 1, 2021 - December 1, 2021
December 2, 2021 - December 31, 20218
Cash Deposit
Rate
AR POI Final Rate
24.12%
—
17.99%
17.99%
6.76% 3
—
6.76% 3
7.57% 3
17.99%
5.08% 5
17.99%
7.57%
7.57%
5.06%
n/a 6
n/a 6
n/a 7
n/a 7
1.
2.
3.
4.
5.
6.
7.
8.
On April 24, 2017, the USDOC issued its preliminary rate in the CVD investigation. The requirement that we make cash deposits for CVD was
suspended on August 24, 2017, until the USDOC published the Revised Rate.
On December 4, 2017, the USDOC revised our CVD Cash Deposit Rate effective December 28, 2017.
On February 3, 2020, the USDOC issued a preliminary CVD rate and, on November 24, 2020, a final CVD rate for the AR1 POI. This table only
reflects the final rate.
On November 24, 2020, the USDOC revised our CVD Cash Deposit Rate effective December 1, 2020.
On May 20, 2021, the USDOC issued a preliminary CVD rate and, on November 24, 2021, a final CVD rate for the AR2 POI. Following year-end, the
USDOC amended the final CVD rate for the AR2 POI from 5.06% to 5.08% for ministerial errors. This table only reflects the final rate.
The CVD rate for the AR3 POI will be adjusted when AR3 is complete, and the USDOC finalizes the rate, which is not expected until 2022.
The CVD rate for the AR4 POI will be adjusted when AR4 is complete, and the USDOC finalizes the rate, which is not expected until 2023.
On November 24, 2021, the USDOC revised our CVD Cash Deposit Rate effective December 2, 2021. Following year-end, the USDOC amended the
CVD cash deposit rate for ministerial errors from 5.06% to 5.08%, effective January 10, 2022.
Effective dates for ADD
AR1 POI
June 30, 2017 - December 3, 20171
December 4, 2017 - December 31, 20172
January 1, 2018 - December 31, 2018
AR2 POI
January 1, 2019 - December 31, 2019
AR3 POI
January 1, 2020 - November 29, 2020
November 30, 2020 - December 31, 20204
AR4 POI
January 1, 2021 - December 1, 2021
December 2, 2021 - December 31, 20218
Cash Deposit
Rate
AR POI Final
Rate
West Fraser
Estimated
Rate
6.76%
5.57%
5.57%
5.57%
5.57%
1.40%
1.40%
6.06%
1.40% 3
1.40% 3
1.40% 3
6.06% 5
n/a 6
n/a 6
n/a 7
n/a 7
1.46%
1.46%
1.46%
4.65%
3.40%
3.40%
6.80%
6.80%
1.
2.
3.
4.
5.
6.
7.
8.
On June 26, 2017, the USDOC issued its preliminary rate in the ADD investigation effective June 30, 2017.
On December 4, 2017, the USDOC revised our ADD Cash Deposit Rate effective December 4, 2017.
On February 3, 2020, the USDOC issued a preliminary ADD Rate and, on November 24, 2020, a final ADD rate for the AR1 POI. This table only
reflects the final rate.
On November 24, 2020, the USDOC revised our ADD Cash Deposit Rate effective November 30, 2020
On May 20, 2021, the USDOC issued a preliminary ADD rate and, on November 24, 2021, a final ADD rate for the AR2 POI. This table only reflects
the final rate.
The ADD rate for the AR3 POI will be adjusted when AR3 is complete, and the USDOC finalizes the rate, which is not expected until 2022.
The ADD rate for the AR4 POI will be adjusted when AR4 is complete, and the USDOC finalizes the rate, which is not expected until 2023.
On November 24, 2021, the USDOC revised our ADD Cash Deposit Rate effective December 2, 2021.
Impact on results
111
The following table reconciles our cash deposits paid during the period to the amount recorded in our earnings
statement:
($ millions)
Cash deposits paid1
Adjust to West Fraser Estimated ADD rate2
Effective duty expense for period3
Duty recovery attributable to AR14
Duty recovery attributable to AR25
Duty expense
Interest income on duty deposits attributable to West Fraser
Estimated rate adjustments
Interest income on the AR1 and AR2 duty deposits receivable
Interest income on duty deposits
Currency
remeasurement
2020
2021
$
$
(132) $
(69)
(201)
—
55
(146)
2
7
9 $
(161)
9
(152)
95
—
(57)
2
11
13
1.
2.
3.
4.
5.
Represents combined CVD and ADD cash deposit rate of 23.56% from January 1 to November 29, 2020, 19.39% on November 30, 2020, 8.97%
from December 1, 2020 to December 1, 2021, and 11.12% from December 2 to December 31, 2021.
Represents adjustment to West Fraser Estimated ADD rate of 6.80% for 2021 and 3.40% for 2020.
The total represents the combined CVD cash deposit rate and West Fraser Estimated ADD rate of 21.39% from January 1 to November 30, 2020,
10.97% from December 1 to December 31, 2020, 14.37% for January 1 to December 1, 2021, and 11.86% for December 2 to December 31, 2021.
$95 million represents the duty recovery attributable to the finalization of AR1 duty rates for the 2017 and 2018 POI.
$55 million represents the duty recovery attributable to the finalization of AR2 duty rates for the 2019 POI.
As of December 31, 2021, export duties paid and payable on deposit with the USDOC were $662 million.
Impact on balance sheet
Each POI is subject to independent administrative review by the USDOC, and the results of each POI may not be offset.
Export duty deposits receivable is represented by:
Export duty deposits receivable
Beginning of year
Export duties recognized as duty deposits receivable
Interest recognized on duty deposits receivable
End of year
Currency
remeasurement
2020
2021
178 $
55
9
242 $
61
104
13
178
$
$
For AR4, we have recorded a duty payable related to ADD for the difference between the Cash Deposit Rate and our West
Fraser Estimated Rate of 6.80%.
Export duties payable is represented by:
Export duties payable
Beginning of year
Export duties payable related to AR4
End of year
2021
—
(69)
(69)
$
$
112
Appeals
On May 22, 2020, the North American Free Trade Agreement (“NAFTA”) panel issued its final decision on “Injury”. The
NAFTA panel rejected the Canadian parties’ arguments and upheld the USITC remand determination in its entirety.
On August 28, 2020, the World Trade Organization’s (“WTO”) dispute-resolution panel ruled unanimously that U.S.
countervailing duties against Canadian softwood lumber are inconsistent with the WTO obligations of the United States.
The decision confirmed that Canada does not subsidize its softwood lumber industry. On September 28, 2020, the U.S.
announced that it would appeal the WTO panel’s decision.
The softwood lumber case will continue to be subject to NAFTA or the new Canada-United States-Mexico Agreement
(“CUSMA”) and WTO dispute resolution processes, and litigation in the U.S. In the past, long periods of litigation have led
to negotiated settlements and duty deposit refunds. In the interim, duties remain subject to the USDOC AR process,
which results in an annual adjustment of duty deposit rates.
Notwithstanding the deposit rates assigned under the investigations, our final liability for CVD and ADD will not be
determined until each annual administrative review process is complete and related appeal processes are concluded.
Directors and Officers
2021 ANNUAL REPORT
113
Effective February 15, 2022
DIRECTORS
Henry H. Ketcham
Reid E. Carter
Raymond W. Ferris
John N. Floren
Brian G. Kenning
Ellis Ketcham Johnson
Marian Lawson
Colleen M. McMorrow
Gerald J. Miller
Robert L. Phillips
Janice G. Rennie
Gillian D. Winckler
SENIOR EXECUTIVE OFFICERS
Raymond W. Ferris
Christopher A. Virostek
Sean P. McLaren
Kevin J. Burke
Keith D. Carter
Robin A. Lampard
Christopher D. McIver
Alan G. McMeekin
James W. Gorman
Principal Occupation
Chairman of the Board
Corporate Director
President and Chief Executive Officer
President and Chief Executive Officer, Methanex Corporation
Corporate Director
President, Private Philanthropic Foundation
Corporate Director
Corporate Director
Corporate Director
Corporate Director
Corporate Director
Corporate Director
Office Held
President and Chief Executive Officer
Vice-President, Finance and Chief Financial Officer
Chief Operating Officer
Senior Vice-President, Wood Products
Senior Vice-President, Western Canada
Senior Vice-President, Finance
Senior Vice-President, Marketing and Corporate Development
Senior Vice-President, Europe
Vice-President, Corporate and Government Relations
114
WEST FRASER
Glossary of Key Terms
2023 Notes
Norbord’s 6.25% senior
notes due April 2023
2027 Notes
Norbord’s 5.75% senior
notes due July 2027
AAC
Annual allowable cut. The
volume of timber that may
be harvested annually from
a specific timber tenure.
ADD
Antidumping duties
Angelina
Angelina Forest Products LLC
Angelina Acquisition
Acquisition of Angelina
Forest Products LLC on
December 1, 2021
AR
Administrative Review
by the USDOC
B.C.
British Columbia
BCTMP
Bleached
chemithermomechanical pulp
CAD or CAD$
Canadian dollars
Crown timber
Timber harvested
from lands owned by a
provincial government
CVD
Countervailing duties
Dimension Lumber
Standard commodity lumber
ranging in sizes from 1 x 3’s
to 4 x 12’s, in various lengths
EDGAR
Electronic Data Gathering,
Analysis and Retrieval System
ESG
Environmental, social
and governance
EU
Europe
EU EWP
Europe engineered
wood products
EWP
Engineered wood products
GHG
Greenhouse gas
LVL
Laminated veneer lumber.
Large sheets of veneer bonded
together with resin then cut
to lumber equivalent sizes.
m3
A solid cubic metre. A unit of
measure for timber, equal to
approximately 35 cubic feet.
Mcf
One thousand cubic feet.
A unit of measure for
laminated veneer lumber.
MDF
Medium-density fibreboard.
A panelboard produced by
chemically bonding highly
refined wood fibres of uniform
size under heat and pressure.
Mfbm
One thousand board
feet (equivalent to one
thousand square feet of
lumber, one inch thick)
MMfbm
One million board feet
(equivalent to one million
square feet of lumber,
one inch thick)
MMBTU
Million British Thermal Units
Msf
One thousand square feet.
A unit of measure for Panel
products (such as OSB, MDF
and plywood) equal to one
thousand square feet on a
3/4-inch basis for MDF, on a
3/8-inch basis for plywood
and on either a 3/8-inch or
7/16-inch thick basis for OSB.
MMsf
One million square feet
Mtonne
One thousand tonnes
NA
North America
NA EWP
North America engineered
wood products
NBSK
Northern bleached
softwood kraft pulp
NCIB
Normal course issuer bid
Norbord
Norbord Inc.
Norbord Acquisition
Acquisition of Norbord
completed February 1, 2021
Plywood
A panelboard produced by
chemically bonding thin layers
of solid wood veneers
SEDAR
System for Electronic
Document Analysis
and Retrieval
SPF
Spruce/pine/balsam fir lumber
SPF Dimension
Lumber produced from spruce/
pine/balsam fir species
SYP
Southern yellow pine lumber
SYP Dimension
Lumber produced from
southern yellow pine species
Ton
A unit of weight equal to
2,000 pounds, generally
known as a U.S. ton
Tonne
A unit of weight in the
metric system equal to
one thousand kilograms or
approximately 2,204 pounds
TSX
Toronto Stock Exchange
NYSE
New York Stock Exchange
U.K.
United Kingdom
U.S.
United States
USD or $ or US$
United States Dollars
USDOC
United States Department
of Commerce
USITC
United States International
Trade Commission
OSB
Oriented strand board.
An engineered structural
wood panel produced by
chemically bonding wood
strands in a uniform direction
under heat and pressure.
Panelboard
Oriented strand board,
particleboard, medium-density
fibreboard and plywood
Particleboard
A panelboard produced by
chemically bonding clean
sawdust, small wood particles
and recycled wood fibre
under heat and pressure
2021 ANNUAL REPORT
115
Corporate Information
Effective February 15, 2022
ANNUAL GENERAL MEETING
The Annual General
Meeting of the
shareholders of the
Company will be held on
Wednesday, April 20, 2022
at 11:30 a.m. PT at Quesnel,
British Columbia, Canada.
AUDITORS
PricewaterhouseCoopers LLP
Vancouver, British
Columbia, Canada
LEGAL COUNSEL
McMillan LLP
Vancouver, British
Columbia, Canada
TRANSFER AGENT
Computershare Investor
Services Inc.
Tel: 1 (800) 564-6253
Canada/USA
(514) 982-7555
International
FILINGS
www.sedar.com
www.sec.gov/edgar.shtml
Shares are listed on the
Toronto Stock Exchange &
New York Stock Exchange
under the symbol: WFG
INVESTOR CONTACT
Robert B. Winslow, CFA
Director, Investor
Relations & Corporate
Development
Tel: (416) 777-4426
E:
shareholder@westfraser.com
WEBSITE
www.westfraser.com
CORPORATE OFFICE
858 Beatty Street, Suite 501
Vancouver, British Columbia
Canada V6B 1C1
Tel: (604) 895-2700
Newsprint
2900-650 W Georgia Street
Vancouver, British Columbia
Canada V6B 4N8
Tel: (604) 681-8817
SALES OFFICES
SPF Lumber,
Plywood, MDF, LVL
1250 Brownmiller Road
Quesnel, British Columbia
Canada V2J 6P5
Tel: (250) 992-9254
Fax: (250) 992-3034
OPERATIONS
Lumber, Plywood and LVL
Canadian Operations
1250 Brownmiller Road
Quesnel, British Columbia
Canada V2J 6P5
Tel: (250) 992-9244
Fax: (250) 992-9233
SPF Export Lumber
858 Beatty Street, Suite 501
Vancouver, British Columbia
Canada V6B 1C1
Tel: (604) 895-2700
Fax: (604) 895-2976
US Operations
1900 Exeter Road, Suite 105
Germantown, Tennessee
USA 38138
Tel: (901) 620-4200
Fax: (901) 620-4204
SYP Lumber
1900 Exeter Road, Suite 105
Germantown, Tennessee
USA 38138
Tel: (901) 620-4200
Fax: (901) 620-4204
OSB Operations
1 Toronto Street, Suite 600
Toronto, Ontario
Canada M5C 2W4
Tel: (416) 365-0705
European Operations
Cowie, Stirlingshire,
Scotland
Station Road, Cowie
Stirlingshire FK7 7BQ
Tel: +44 (0) 1786 812921
MDF
WestPine MDF
300 Carradice Road
Quesnel, British Columbia
Canada V2J 5Z7
Tel: (250) 991-7100
Fax: (250) 991-7115
2900 Saint Marys Road
St. Marys, Georgia
USA 31558
Tel: (912) 576-0300
Fax: (912) 576-0322
OSB
1 Toronto Street, Suite 600
Toronto, Ontario
Canada M5C 2W4
Tel: (416) 365-0705
Pulp
858 Beatty Street, Suite 501
Vancouver, British Columbia
Canada V6B 1C1
Tel: (604) 895-2700
E:
pulpsales@westfraser.com
Ranger Board
P.O. Box 6
Blue Ridge, Alberta
Canada T0E 0B0
Tel: (780) 648-6333
Fax: (780) 648-6397
Pulp & Paper
Cariboo Pulp & Paper
P.O. Box 7500
50 North Star Road
Quesnel, British Columbia
Canada V2J 3J6
Tel: (250) 992-0200
Fax: (250) 992-2164
Quesnel River Pulp
1000 Finning Road
Quesnel, British Columbia
Canada V2J 6A1
Tel: (250) 992-8919
Fax: (250) 992-2612
Hinton Pulp
760 Switzer Drive
Hinton, Alberta
Canada T7V 1V7
Tel: (780) 865-2251
Slave Lake Pulp
P.O. Box 1790
Slave Lake, Alberta
Canada T0G 2A0
Tel: (780) 849-7777
Fax: (780) 849-7725
Alberta Newsprint
Company
Postal Bag 9000
Whitecourt, Alberta
Canada T7S 1P9
Tel: (780) 778-7000
Fax: (780) 778-7070
116
WEST FRASER
Manufacturing Wood
Products for Home Builders
We are committed to helping builders build better,
faster and with greater efficiency.
* Non-GAAP Financial Information: This Annual Report uses various Non-GAAP and other specified financial measures, including “Adjusted EBITDA”, “net debt to capital”,
expected synergies from the Norbord acquisition and expected capital expenditures. Additional information relating to the use of these Non-GAAP and other specified
financial measures, including required reconciliations, is set out in the section of our 2021 Annual MD&A entitled “Non-GAAP and Other Specified Financial Measures”.
** Forward-Looking Statements: This Annual Report includes statements and information that constitutes “forward-looking information” within the meaning of Canadian securities
laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward-looking statements”). Please refer to the cautionary note entitled
“Forward-Looking Statements” in our 2021 Annual MD&A for a discussion of these forward-looking statements and the risks that impact these forward-looking statements.
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West Fraser Timber Co. Ltd.
Tel: (604) 895-2700
www.westfraser.com