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 fol ows. |
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 ful 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 | Chris Virostek |
President and Chief Executive Officer | Vice-President, Finance and Chief Financial Officer |
February 15, 2022 |
| -2- |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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 (col ectively referred to as the consolidated financial |
statements). In our opinion, the consolidated financial statements present fairly, in al 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 dol ars to United States dol ars. |
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 wel as evaluating the overal 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 (i ) involved our especial y |
chal enging, 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 al the outstanding shares of |
Norbord Inc. (“Norbord”) for total consideration of $3.5 bil ion 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 mil ion and $2.1 bil ion 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 |
| -3- |
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; (i ) 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 wel 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 (i i) the audit effort involved the use of professionals with specialized skil and knowledge. |
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our |
overal opinion on the consolidated financial statements. These procedures included, among others (i) reading the |
purchase agreement and (i ) 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 wel as economic and industry forecasts. Professionals with specialized skil 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 skil 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. |
| -4- |
West Fraser Timber Co. Ltd. |
Consolidated Balance Sheets |
As at December 31, 2021 and 2020 and January 1, 2020 |
(in mil ions of United States dol ars, except where indicated) |
| Currency | Currency |
| remeasurement | remeasurement |
| | January 1, |
| | | 2021 | 2020 | 2020 |
AssetsCurrent assetsCash and short-term investments (note 4) |
| | | $ | 1,568 $ | 461 $ | 12 |
Receivables (note 22) | | | | | | 508 | 277 | 199 |
Income taxes receivable | | | | | | 42 | 8 | 104 |
Inventories (note 5) | | | | 1,061 | 578 | 561 |
Prepaid expenses | | | | | | 38 | 12 | 7 |
| | | | 3,217 | 1,336 | | | | 883 |
Property, plant and equipment (note 6) | | | | 4,100 | 1,657 | 1,648 |
Timber licences (note 7) | | | | | | 368 | 372 | 380 |
Goodwil and other intangible assets (note 8) | | | | 2,440 | 591 | 594 |
Export duty deposits (note 25) | | | | | | 242 | 178 | 61 |
Other assets (note 9) | | | | | | 58 | 35 | 20 |
Deferred income tax assets (note 18) | | | | | | 8 | 9 | 8 |
| | | $ | 10,433 $ | 4,178 $ | 3,594 |
LiabilitiesCurrent liabilitiesCheques issued in excess of funds on deposit |
| | | $ | | | — $ | — $ | 12 |
Operating loans (note 12) | | | | | | — | — | 288 |
Payables and accrued liabilities (note 10) | | | | | | 848 | 389 | 305 |
Current portion of long-term debt (note 12) | | | | | | — | 7 | 7 |
Current portion of reforestation and decommissioning obligations (note 11) | | | | | | 46 | 34 | 32 |
Income taxes payable | | | | | | 312 | 98 | — |
| | | | 1,206 | 528 | 644 |
Long-term debt (note 12) | | | | | | 499 | 500 | 500 |
Other liabilities (note 11) | | | | | | 360 | 408 | 350 |
Deferred income tax liabilities (note 18) | | | | | | 712 | 264 | 195 |
| | | | 2,777 | 1,700 | 1,689 |
Shareholders’ EquityShare capital (note 14) |
| | | | 3,402 | 481 | 480 |
Retained earnings | | | | 4,503 | 2,237 | 1,697 |
Accumulated other comprehensive earnings | | | | (249) | (240) | (272) |
| | | | 7,656 | 2,478 | 1,905 |
| | | $ | 10,433 $ | 4,178 $ | 3,594 |
Approved by the Board of Directors |
/s/ Reid Carter | | | | | | | /s/ Robert L. Phil ips |
Reid Carter | | | | | | | Robert L. Phil ips |
Director | | | | | | | Lead Director |
| | | | | | | -5- |
West Fraser Timber Co. Ltd. |
Consolidated Statements of Earnings and Comprehensive Earnings |
For the years ended December 31, 2021 and 2020 |
(in mil ions of United States dol ars, except where indicated) |
| Currency |
| remeasurement |
| | 2021 | 2020 |
Sales | | $ | 10,518 $ | 4,373 |
Costs and expensesCost of products sold |
| | | 4,645 | 2,559 |
Freight and other distribution costs | | | | 846 | 529 |
Export duties, net (note 25) | | | | 146 | 57 |
Amortization | | | | 584 | 203 |
Sel ing, general and administration | | | | 312 | 185 |
Equity-based compensation (note 15) | | | | 40 | 9 |
| | | 6,573 | 3,542 |
Operating earnings | | | 3,945 | 831 |
Finance expense, net (note 16) | | | | (45) | (27) |
Other (note 17) | | | | (2) | (14) |
Earnings before tax | | | 3,898 | 790 |
Tax provision (note 18) | | | | (951) | (202) |
Earnings | | $ | 2,947 $ | 588 |
Earnings per share (dol ars) (note 20)Basic |
| | $ | 27.03 $ | 8.56 |
Diluted | | $ | 27.03 $ | 8.56 |
Comprehensive earningsEarnings |
| | $ | 2,947 $ | 588 |
Other comprehensive earningsItems that may be reclassified to earnings |
| | | | | Translation loss on operations with different functional currency | | | (9) | — |
Items that wil not be reclassified to earnings |
| | | | | Translation effect on change in reporting currency | | | — | 32 |
| | | | | Actuarial gain (loss) on retirement benefits, net of tax (note 13) | | | 153 | (7) |
| | | | 144 | 25 |
Comprehensive earnings | | $ | 3,091 $ | 613 |
| | | | | | -6- |
West Fraser Timber Co. Ltd. |
Consolidated Statements of Changes in Shareholders' Equity |
For the years ended December 31, 2021 and 2020 |
(in mil ions of United States dol ars, except where indicated) |
| Share Capital | | | Accumulated |
| | | | Other |
| | Contributed | Retained | Comprehensive | Total | Number of |
| | Surplus | Earnings | Earnings | Equity | shares | | | | | | Amount |
Balance at January 1, 2020 (currency remeasurement) | | | | | | 68,662,767 $ | | 480 $ | — $ | 1,697 $ | | | | | | | (272) $ | 1,905 |
Earnings for the year | | | | | | | — | | | | | | | — | — | | 588 | — | 588 |
Other comprehensive earnings: |
Translation effect on change in reporting currency | | | | | | | — | | | | | | | — | — | | — | 32 | | 32 |
Actuarial loss on retirement benefits, net of tax | | | | | | | — | | | | | | | — | — | | (7) | — | | (7) |
Issuance of Common shares (note 14) | | | | | | | 15,855 | | | | | | | 1 | — | | — | — | | 1 |
Dividends declared1 | | | | | | | — | | | | | | | — | — | | (41) | — | (41) |
Balance at December 31, 2020 (currency remeasurement) | | | | | | 68,678,622 $ | | 481 $ | — $ | 2,237 $ | | | | | | | (240) $ | 2,478 |
Earnings for the year | | | | | | | — | | | | | | | — | — | 2,947 | | | | | | | — | 2,947 |
Other comprehensive earnings: |
Translation loss on operations with different functional currency | | | | | | | — | | | | | | | — | — | | — | (9) | | (9) |
Actuarial gain on retirement benefits, net of tax | | | | | | | — | | | | | | | — | — | | 153 | — | 153 |
Acquired equity-settled share option plan (note 15) | | | | | | | — | | | | | | | — | 14 | | — | — | | 14 |
Equity-settled share option expense | | | | | | | — | | | | | | | — | 1 | | — | — | | 1 |
Conversion of equity-settled share option plan to cash-settled (note 15) | — | | | | | | | — | (15) | | — | — | (15) |
Issuance of Common shares (note 14) | | | | | | 54,618,586 | 3,491 | | — | | — | — | 3,491 |
Repurchase of Common shares for cancel ation | | | | | | (17,368,474) | (570) | | — | | (749) | — | (1,319) |
Dividends declared1 | | | | | | | — | | | | | | | — | — | | (85) | — | (85) |
Balance at December 31, 2021 | | | | | | 105,928,734 $ | 3,402 $ | | — $ | 4,503 $ | | | | | | | (249) $ | 7,656 |
1. | Represents cash dividends declared of CAD$0.80 per share during the year ended December 31, 2020. Cash dividends declared during the year ended December 31, 2021 comprised of CAD$0.70 per |
share in aggregate for the first three quarters and USD$0.20 per share for the fourth quarter. |
| -7- |
West Fraser Timber Co. Ltd. |
Consolidated Statements of Cash Flows |
For the years ended December 31, 2021 and 2020 |
(in mil ions of United States dol ars, except where indicated) |
| Currency |
| remeasurement |
| | 2021 | 2020 |
Cash provided by operationsEarnings |
| | $ | 2,947 $ | 588 |
Adjustments |
Amortization | | | | 584 | 203 |
Finance expense | | | | 45 | 27 |
Export duty deposits (note 25) | | | | (55) | (104) |
Export duty payable (note 25) | | | | 69 | — |
Retirement benefit expense | | | | 111 | 74 |
Contributions to retirement benefit plans | | | | (77) | (49) |
Tax provision | | | | 951 | 202 |
Income taxes (paid) received | | | | (946) | 41 |
Other | | | | (8) | 4 |
Changes in non-cash working capital |
Receivables | | | | 5 | (78) |
Inventories | | | | (139) | (14) |
Prepaid expenses | | | | (14) | (5) |
Payables and accrued liabilities | | | | 79 | 79 |
| | | 3,552 | 968 |
Cash used for financingRepayment of long-term debt (note 12) |
| | | | (667) | — |
Repayment of operating loans | | | | — | (280) |
Finance expense paid | | | | (37) | (30) |
Make-whole premium paid (note 12) | | | | (60) | — |
Financing fees paid | | | | (4) | — |
Repurchase of Common shares for cancel ation (note 14) | | | (1,319) | — |
Issuance of Common shares (note 14) | | | | 7 | — |
Dividends paid | | | | (75) | (41) |
Other | | | | (9) | (2) |
| | | (2,164) | (353) |
Cash used for investingAcquired cash and short-term investments from Norbord Acquisition1 |
| | | | 642 | — |
Angelina Acquisition, net of cash acquired (note 3) | | | | (302) | — |
Additions to capital assets2 | | | | (635) | (180) |
Other | | | | 9 | 14 |
| | | | (286) | (166) |
Change in cash | | | 1,102 | 449 |
Foreign exchange effect on cash | | | | 5 | 12 |
Cash - beginning of year | | | | 461 | — |
Cash - end of year | | $ | 1,568 $ | 461 |
1. | 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. |
2. | Capital assets are comprised of property, plant and equipment, timber licenses, and intangible assets. Additions to capital assets include |
$276 mil ion relating to the asset acquisition of the idled OSB mil near Al endale, South Carolina. |
| | | | | -8- |
West Fraser Timber Co. Ltd. |
Notes to Consolidated Financial Statements |
For the years ended December 31, 2021 and 2020 |
(figures are in mil ions of United States dol ars, except where indicated) |
1. | Nature of operations |
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 remodel ing, 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 dol ars (“CAD” or “CAD$”) |
to United States dol ars (“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, fol owing 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 al 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, al 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, al 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, al 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. |
| | -9- |
The exchange rates used to reflect the change in reporting currency were as fol ows: |
CAD - USD exchange rate | Q1-20 | Q2-20 | Q3-20 | Q4-20 | Q4-19 |
Closing rate | 0.7049 | 0.7338 | 0.7497 | 0.7854 | 0.7699 |
Average rate | 0.7443 | 0.7221 | 0.7508 | 0.7676 | n/a |
Accounting policies |
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 whol y-owned subsidiaries after the |
elimination of intercompany transactions and balances. |
Our material subsidiaries are West Fraser Mil s 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 material y 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 fol owing notes: |
• | Note 2 – Determination of functional currency | | • | | | | Note 11 – Reforestation and decommissioning |
• | Note 3 – Fair value of PPE and intangible assets | | | | | | obligations |
acquired in business combinations | | • | | | | Note 13 – Defined benefit pension plans |
• | Note 5 – Valuation of inventories | | • | | | | Note 15 – Equity-based compensation |
• | Note 6 – Recoverability of PPE | | • | | | | Note 18 – Income taxes |
• | Note 6 – Estimated useful lives of PPE | | • | | | | Note 25 – CVD and ADD duty dispute |
• | Note 8 – Recoverability of goodwil |
Revenue recognition |
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 mil . 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, al 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 |
| | -10- |
Other. Foreign currency denominated non-monetary assets and liabilities, measured at historic cost, are translated at the |
rate of exchange at the transaction date. |
Our European operations have British pound sterling and Euro functional currencies and our Canadian newsprint |
operation has a Canadian dol ar 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 smal est 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 mil s 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 sel 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 sel 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 overal 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. |
| | -11- |
3. | Business acquisitions |
Accounting policies |
Business combinations are accounted for using the acquisition method. We measure goodwil 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 |
wel 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 al 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 mil ion. 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 mil s in Canada, seven OSB mil s in the U.S., one OSB mil , one MDF plant |
and two particleboard plants in the U.K., one OSB mil 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. |
| | -12- |
The Norbord Acquisition has been accounted for as an acquisition of a business in accordance with IFRS 3, Business |
Combinations. We have al ocated the purchase price based on our estimated fair value of the assets acquired and the |
liabilities assumed as fol ows: |
West Fraser purchase consideration:Fair value of West Fraser shares issued |
| $ | 3,482 |
Fair value of equity-based compensation instruments | | 24 |
| $ | 3,506 |
Fair value of net assets acquired:Cash and short-term investments |
| $ | 642 |
Accounts receivable | | 232 |
Inventories | | 334 |
Prepaid expenses | | 12 |
Property, plant and equipment | | 2,088 |
Timber licenses | | 10 |
Other non-current assets | | 6 |
Other intangibles | | 17 |
Customer relationship intangible | | 470 |
Goodwil | | 1,339 |
Payables and accrued liabilities | | (301) |
Income tax payable | | (155) |
Current portion of reforestation and decommissioning obligations | | (2) |
Long-term debt | | (720) |
Other non-current liabilities | | (36) |
Deferred income tax liabilities | | (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 goodwil and deferred income tax liabilities were |
also significant. |
Factors contributing to goodwil include the Norbord workforce and assets that are geographical y 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 goodwil of $1,339 mil ion is not |
deductible for tax purposes. |
Acquisition costs of $17 mil ion have been expensed in sel ing, general and administration. |
Angelina Forest Products acquisition |
On December 1, 2021, we acquired the Angelina Forest Products (“Angelina Acquisition” or “Angelina”) lumber mil |
located in Lufkin, Texas for preliminary cash consideration of $310 mil ion. This acquisition has been accounted for as an |
| | | -13- |
acquisition of a business in accordance with IFRS 3, Business Combinations. We have al ocated the purchase price based |
on our preliminary estimated fair value of the assets acquired and the liabilities assumed as fol ows: |
West Fraser purchase consideration:Cash consideration1 |
| $ | 310 |
Preliminary fair value of net assets acquired:Cash |
| $ | 8 |
Accounts receivable | | 7 |
Inventories | | 11 |
Property, plant and equipment | | 213 |
Goodwil | | 78 |
Payables and accrued liabilities | | (7) |
| $ | 310 |
1. | A net outflow comprising the cash consideration of $310 mil ion net of cash acquired of $8 mil ion 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 goodwil include the Angelina workforce and assets that are geographical y complementary to our |
existing facilities and offer close access to large markets and timber baskets. The goodwil of $78 mil ion is deductible for |
tax purposes. |
We have incorporated the mil into our Lumber segment. Acquisition costs were nominal and have been expensed in |
sel ing, general, and administration. |
Financial Results |
The fol owing tables represent the actual results of Norbord and Angelina included in our statement of earnings and the |
proforma results of operations for the year ended December 31, 2021. The proforma results assume the Norbord |
Acquisition and the Angelina Acquisition occurred on January 1, 2021, and that the fair value adjustments that arose on |
the date of acquisition would have been the same if the acquisition occurred on January 1, 2021. |
| | | Norbord Results for | Angelina Results for |
| | | February 1 to | December 1 to |
Results Attributable to Acquired Businesses |
| | | December 31, 20211,3 | December 31, 20212,3 | Total |
($ mil ions) |
Sales | | | $ | | 4,175 $ | 15 $ | 4,190 |
Operating earnings | | | | | 1,915 | 1 | 1,916 |
Earnings | | | | | 1,427 | 1 | 1,428 |
1. | Represents the results of the Norbord operations since the acquisition date that are included in our results. |
2. | Represents the results of the Angelina operations since the acquisition date that are included in our results. |
3. | Operating earnings and earnings Include purchase price accounting impacts of $93 mil ion expense and $2 mil ion expense for the one-time |
inventory adjustments in cost of products sold relating to the Norbord Acquisition and Angelina Acquisition, respectively. |
| | | | | | | West Fraser Actual | Norbord Proforma | | | | Angelina Proforma | West Fraser |
Proforma 2021 Results | | | | | | | | Results2 | Results1 | | | | Results1 | Proforma Results1,2 |
($ mil ions) | | | 2021 | | Jan-21 | | | | Jan-21 to Nov-21 | 2021 |
Sales | | | | | | | $ | 10,518 $ | 277 $ | | 163 $ | 10,958 |
Operating earnings | | | | | | | | 3,945 | 115 | | 61 | 4,121 |
Earnings | | | | | | | | 2,947 | 86 | | 57 | 3,090 |
1. | 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. |
2. | Operating earnings and earnings include purchase price accounting impacts of $93 mil ion expense and $2 mil ion expense for the one-time |
inventory adjustments in cost of products sold relating to the Norbord Acquisition and Angelina Acquisition, respectively. |
| | | -14- |
4. | Cash and short-term investments |
Accounting policies |
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 |
| | | Currency | Currency |
| | | remeasurement | remeasurement |
| | | | | 2021 | 2020 | January 1, 2020 |
Cash | | | | | $ | 847 $ | 434 $ | 10 |
Short-term investments | | | | | | 721 | 27 | 2 |
| | | | | $ | 1,568 $ | 461 $ | 12 |
5. | Inventories |
Accounting policies |
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 al ocation of overhead. |
Supporting information |
| | | Currency | Currency |
| | | remeasurement | remeasurement |
| | | | | 2021 | 2020 | January 1, 2020 |
Manufactured products | | | | | | | | $ | 448 $ | 270 $ | 263 |
Logs and other raw materials | | | | | | | | | 403 | 189 | 173 |
Processing materials and supplies | | | | | | | | | 210 | 119 | 125 |
| | | | | | | | $ | 1,061 $ | 578 $ | 561 |
Inventories at December 31, 2021 were subject to a valuation reserve of $6 mil ion (December 31, 2020 - $2 mil ion; |
January 1, 2020 - $30 mil ion) to reflect net realizable value being lower than cost. |
The carrying amount of inventory recorded at net realizable value was $42 mil ion at December 31, 2021 (December 31, |
2020 - $21 mil ion; January 1, 2020 - $140 mil ion), 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 fol ows: |
| Buildings | | | | | | | 10 - 30 years |
| Manufacturing plant, equipment and machinery | | | | | | | 6 - 25 years |
| Fixtures, mobile and other equipment | | | | | | | 2 - 10 years |
| Roads and bridges | | | | | | | Not exceeding 40 years |
| Major maintenance shutdowns | | | | | | | 1 - 2 years |
| | | | | | | | | -15- |
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 |
| Manufacturing |
| plant, | | Roads |
| equipment and | Construction- | and |
| machinery | in-progress | bridges | Other | Total |
As at January 1, 2020 |
| $ | | | | | 1,435 $ | 141 $ | 39 $ | 33 $ | 1,648 |
(currency remeasurement) |
Additions | | | | | | 117 | 47 | 10 | — | 174 |
Amortization1 | | | | | | (165) | — | (13) | — | (178) |
Foreign exchange | | | | | | 13 | — | 1 | — | 14 |
Disposals | | | | | | (1) | — | — | — | (1) |
Transfers | | | | | | 50 | (50) | — | — | — |
As at December 31, 2020 |
| $ | | | | | 1,449 $ | 138 $ | 37 $ | 33 $ | 1,657 |
(currency remeasurement) |
As at December 31, 2020 |
(currency remeasurement)Cost |
| $ | | | | | 3,738 $ | 138 $ | 132 $ | 39 $ | 4,047 |
Accumulated amortization | | | | | | (2,289) | — | (95) | (6) | (2,390) |
Net | $ | | | | | 1,449 $ | 138 $ | 37 $ | 33 $ | 1,657 |
As at December 31, 2020 |
| $ | | | | | 1,449 $ | 138 $ | 37 $ | 33 $ | 1,657 |
(currency remeasurement) |
Acquisitions (note 3) | | | | | | 2,163 | 118 | — | 20 | 2,301 |
Additions2 | | | | | | 472 | 173 | 17 | 3 | 665 |
Amortization1 | | | | | | (497) | — | (13) | — | (510) |
Foreign exchange | | | | | | (8) | (1) | — | — | (9) |
Disposals | | | | | | (4) | — | — | — | (4) |
Transfers | | | | | | 176 | (176) | — | — | — |
As at December 31, 2021 | $ | | | | | 3,751 $ | 252 $ | 41 $ | 56 $ | 4,100 |
As at December 31, 2021Cost |
| $ | | | | | 6,500 $ | 252 $ | 140 $ | 62 $ | 6,954 |
Accumulated amortization | | | | | | (2,749) | — | (99) | (6) | (2,854) |
Net | $ | | | | | 3,751 $ | 252 $ | 41 $ | 56 $ | 4,100 |
1. | Amortization of $506 mil ion relates to cost of products sold and $4 mil ion relates to sel ing, general and administration expense (2020 - |
$175 mil ion and $3 mil ion, respectively). |
2. | Manufacturing plant, equipment and machinery includes $276 mil ion relating to the acquisition of the idled OSB mil near Al endale, 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. |
| | -16- |
Supporting information |
| Timber licences |
As at January 1, 2020 (currency remeasurement) | $ | 380 |
Amortization1 | | (15) |
Foreign exchange | | 7 |
As at December 31, 2020 (currency remeasurement) | $ | 372 |
As at December 31, 2020 (currency remeasurement)Cost |
| $ | 629 |
Accumulated amortization | | (257) |
Net | $ | 372 |
As at December 31, 2020 (currency remeasurement) | $ | 372 |
Acquisitions (note 3) | | 10 |
Additions | | 2 |
Amortization1 | | (16) |
As at December 31, 2021 | $ | 368 |
As at December 31, 2021Cost |
| $ | 641 |
Accumulated amortization | | (273) |
Net | $ | 368 |
1. | Amortization relates to cost of products sold. |
8. | | | Goodwil and other intangibles |
Accounting policies |
Goodwil represents the excess purchase price paid for a business acquisition over the fair value of the net assets |
acquired. Goodwil is tested annual y 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. |
Goodwil is al ocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the business |
combination from which it arose. The al ocation is based on the lowest level at which goodwil is monitored internal y. |
Recoverability of goodwil is assessed by comparing the carrying value of the CGU or group of CGUs associated with the |
goodwil 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. Goodwil |
impairment losses cannot be reversed. |
| | | | | -17- |
Supporting information |
| | Customer |
| | Relationship |
| Goodwill | Intangible | Other | Total |
As at January 1, 2020 (currency remeasurement) | $ | | | | 554 $ | — $ | 40 $ | 594 |
Additions | | | | | — | — | 2 | 2 |
Amortization1 | | | | | — | — | (10) | (10) |
Foreign exchange | | | | | 5 | — | — | 5 |
As at December 31, 2020 (currency remeasurement) | $ | | | | 559 $ | — $ | 32 $ | 591 |
As at December 31, 2020 (currency remeasurement)Cost |
| $ | | | | 559 $ | — $ | 62 $ | 621 |
Accumulated amortization | | | | | — | — | (30) | (30) |
Net | $ | | | | 559 $ | — $ | 32 $ | 591 |
As at December 31, 2020 (currency remeasurement) | $ | | | | 559 $ | — $ | 32 $ | 591 |
Acquisitions (note 3) | | 1,417 | | | | | 470 | 17 | 1,904 |
Additions | | | | | — | — | 7 | 7 |
Amortization1 | | | | | — | (43) | (15) | (58) |
Foreign exchange | | | | | (1) | (1) | — | (2) |
Disposals | | | | | — | — | (2) | (2) |
As at December 31, 2021 | $ | 1,975 $ | | | | | 426 $ | 39 $ | 2,440 |
As at December 31, 2021Cost |
| $ | 1,975 $ | | | | | 469 $ | 79 $ | 2,523 |
Accumulated amortization | | | | | — | (43) | (40) | (83) |
Net | $ | 1,975 $ | | | | | 426 $ | 39 $ | 2,440 |
1. | Amortization of $1 mil ion relates to cost of products sold and $57 mil ion relates to sel ing, general and administration expense (2020 - $2 mil ion |
and $8 mil ion, respectively). |
Goodwil |
For the purposes of impairment testing, goodwil has been al ocated to the fol owing CGU groups: |
| | | Currency | Currency |
| | | | | | remeasurement | remeasurement |
| | 2021 | 2020 | | | | January 1, 2020 |
Canadian lumber | | | | | $ | 171 $ | 171 $ | 167 |
US lumber | | | | | | 429 | 352 | 352 |
North America EWP1 | | | | | | 1,280 | 36 | | | | | 35 |
Europe EWP | | | | | | 95 | — | | | | | — |
Total | | | | | $ | 1,975 $ | 559 $ | 554 |
1. | Prior to the Norbord Acquisition, the goodwil 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. Specifical y, product pricing has been |
estimated by reference to average historical prices as wel 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). |
| | | | | | | | | -18- |
9. | Other assets |
| | Currency | Currency |
| | remeasurement | remeasurement |
| | | | 2021 | 2020 | January 1, 2020 |
Retirement assets (note 13) | | | | | $ | 27 $ | 5 $ | 4 |
Other | | | | | | 31 | 30 | 16 |
| | | | | $ | 58 $ | 35 $ | 20 |
10. | Payables and accrued liabilities |
| | Currency | Currency |
| | remeasurement | remeasurement |
| | | | 2021 | 2020 | January 1, 2020 |
Trade accounts | | | | | $ | 411 $ | 198 $ | 160 |
Accruals on capital spending | | | | | | 52 | 15 | 19 |
Customer rebates accruals | | | | | | 51 | 3 | 5 |
Equity-based compensation (note 15) | | | | | | 69 | 52 | 25 |
Compensation | | | | | | 172 | 61 | 42 |
Export duties (note 25) | | | | | | 11 | 13 | 14 |
Dividends | | | | | | 21 | 11 | 11 |
Interest | | | | | | 4 | 4 | 4 |
Lease obligation - current portion | | | | | | 11 | 2 | — |
Accrued sales and city taxes | | | | | | 26 | 10 | 8 |
Other | | | | | | 20 | 20 | 17 |
| | | | | $ | 848 $ | 389 $ | 305 |
11. | Other liabilities |
| | Currency | Currency |
| | remeasurement | remeasurement |
| | | | 2021 | 2020 | January 1, 2020 |
Retirement liabilities (note 13) | | | | | $ | 168 $ | 295 $ | 242 |
Long-term portion of reforestation | | | | | | 59 | 58 | 57 |
Long-term portion of decommissioning | | | | | | 25 | 24 | 24 |
Export duties (note 25) | | | | | | 69 | — | — |
Interest swap contracts (note 12) | | | | | | 1 | 6 | 2 |
Other | | | | | | 38 | 25 | 25 |
| | | | | $ | 360 $ | 408 $ | 350 |
Reforestation and decommissioning obligations |
Reforestation and decommissioning obligations relate to our responsibility for reforestation under various timber licences |
and our obligations related to landfil 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 annual y, and changes to estimates are credited or charged to earnings. |
| | | | | | | | | -19- |
We record a liability for decommissioning obligations, such as landfil 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 annual y 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 |
| Reforestation | Decommissioning |
| | | Currency | Currency |
| | | remeasurement | remeasurement |
| 2021 | | 2020 | 2021 | | 2020 |
Beginning of year | | | | | $ | 88 $ | | | | | 88 $ | 28 $ | | | | | 24 |
Norbord Acquisition (note 3) | | | | | | 5 | | | | | — | — | | | | | — |
Liabilities recognized | | | | | | 39 | | | | | 40 | — | | | | | 2 |
Liabilities settled | | | | | | (49) | | | | | (43) | (1) | | | | | (2) |
Change in estimates | | | | | | 14 | | | | | 1 | | 5 | 4 |
Foreign exchange | | | | | | — | | | | | 2 | | 1 | — |
End of year | | | | | | 97 | | | | | 88 | 33 | | | | | 28 |
Less: current portion | | | | | | (38) | | | | | (30) | (8) | | | | | (4) |
| | | | | $ | 59 $ | | | | | 58 $ | 25 $ | | | | | 24 |
The total undiscounted amount of the estimated cash flows required to satisfy these obligations is $133 mil ion |
(December 31, 2020 - $119 mil ion; January 1, 2020 - $122 mil ion). 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 general y between 12 to 15 years. Payments relating to landfil 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 mil ion committed revolving credit facility and our US$200 mil ion term loan. The CAD$150 |
mil ion committed revolving credit facility was also replaced with a US$450 mil ion committed revolving credit facility due |
April 2024 on substantial y the same terms. |
On July 28, 2021, we completed an amendment to our revolving credit facilities. Our CAD$850 mil ion and US$450 mil ion |
revolving credit facilities were combined into a single US$1 bil ion committed revolving credit facility with a five-year |
term. There were no other significant changes to the terms or conditions of the credit facilities. |
| | | | | -20- |
As at December 31, 2021, our credit facilities consisted of a $1 bil ion committed revolving credit facility which matures |
July 2026, a $25 mil ion demand line of credit dedicated to our U.S. operations and a $6 mil ion (CAD$8 mil ion) demand |
line of credit dedicated to our jointly | ‑owned newsprint operation. |
As at December 31, 2021, our revolving credit facilities were undrawn (December 31, 2020 - undrawn) and the associated |
deferred financing costs of $1 mil ion (December 31, 2020 - $2 mil ion) 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 mil ion (net of deferred financing costs of $2 |
mil ion) was drawn under our revolving credit facilities. |
In addition, we have credit facilities total ing $137 mil ion (December 31, 2020 - $101 mil ion; January 1, 2020 - |
$69 mil ion) dedicated to letters of credit. Letters of credit in the amount of $65 mil ion (December 31, 2020 - $50 mil ion; |
January 1, 2020 - $47 mil ion) were supported by these facilities. |
Al debt is unsecured except the $6 mil ion (CAD$8 mil ion) 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 |
| | Currency | Currency |
| | remeasurement | remeasurement |
| | | | 2021 | 2020 | January 1, 2020 |
Senior notes due October 2024; interest at 4.35% | | | | | $ | 300 $ | 300 $ | 300 |
Term loan due August 2024; floating interest rate | | | | | | 200 | 200 | 200 |
Note payable due March 2021; interest at 2% | | | | | | — | 7 | 7 |
Notes payable | | | | | | 1 | 2 | 3 |
| | | | | | 501 | 509 | 510 |
Less: deferred financing costs | | | | | | (2) | (2) | (3) |
Less: current portion | | | | | | — | (7) | (7) |
| | | | | $ | 499 $ | 500 $ | 500 |
As part of the Norbord Acquisition, we assumed Norbord’s $315 mil ion senior notes due April 2023 (the “2023 Notes”), |
bearing interest at 6.25% and $350 mil ion 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 mil ion 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 mil ion of the 2023 Notes and $1 mil ion 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 mil ion from the date of the Norbord Acquisition. An additional make-whole |
premium of $60 mil ion was paid on redemption resulting in a $5 mil ion loss on settlement of the debt recorded within |
finance expense as the carrying value of $720 mil ion 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 mil ion notional principal amount of |
indebtedness. These interest rate swap agreements fix the interest rate on the $200 mil ion 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 mil ion (December 31, |
| | | | | | | | | -21- |
2020 - liability of $6 mil ion; January 1, 2020 - liability of $2 mil ion). The 2021 impact of the change in fair value of these |
contracts was a $6 mil ion gain (2020 - $4 mil ion loss). |
13. | Retirement benefits |
We maintain defined benefit and defined contribution pension plans covering most of our employees. The defined |
benefit plans general y 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 actuarial y 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 mil ion (2020 - $69 mil ion). The total pension expense for |
the defined benefit pension plans was $89 mil ion (2020 - $68 mil ion). In 2021, we made contributions to our defined |
benefit pension plans of $46 mil ion (2020 - $35 mil ion). We expect to make cash contributions of approximately |
$47 mil ion 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 mil ion in 2021 (2020 - $1 mil ion). |
In 2021, we entered into annuity purchase agreements to settle $215 mil ion 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. |
| | -22- |
The status of the defined benefit pension plans and other retirement benefit plans, in aggregate, is as fol ows: |
| Defined benefit | Other retirement |
| pension plans | benefit plans |
| | | Currency | Currency |
| | | remeasurement | remeasurement |
| 2021 | | 2020 | 2021 | | 2020 |
Accrued benefit obligationsBenefit obligations - opening |
| | | | | $ | 1,443 $ | | 1,277 $ | 28 $ | | | | 27 |
Norbord Acquisition (note 3) | | | | | | 165 | | | | | | — | 1 | — |
Service cost | | | | | | 68 | | | | | | 59 | — | | | | — |
Finance cost on obligation | | | | | | 43 | | | | | | 38 | 1 | 1 |
Benefits paid | | | | | | (54) | | | | | | (38) | (1) | | | | (1) |
Actuarial (gain) loss due to change in financial |
| | | | | | (101) | | | | | | 47 | (2) | | | | 1 |
assumptions |
Actuarial (gain) loss due to demography/experience | | | | | | (2) | | | | | | (1) | (4) | | | | — |
Settlement | | | | | | (215) | | | | | | 1 | — | | | | — |
Foreign exchange1 | | | | | | 8 | | | | | | 60 | — | | | | — |
Benefit obligations - ending | | | | | $ | 1,355 $ | | 1,443 $ | 23 $ | | | | 28 |
Plan assetsPlan assets - opening |
| | | | | $ | 1,181 $ | | 1,067 $ | — $ | | | | — |
Norbord Acquisition (note 3) | | | | | | 155 | | | | | | — | — | | | | — |
Finance income on plan assets | | | | | | 36 | | | | | | 31 | — | | | | — |
Actual return on plan assets, net of finance income | | | | | | 96 | | | | | | 38 | — | | | | — |
Employer contributions | | | | | | 46 | | | | | | 35 | 1 | 1 |
Benefits paid | | | | | | (54) | | | | | | (38) | (1) | | | | (1) |
Settlement | | | | | | (227) | | | | | | — | — | | | | — |
Other | | | | | | (3) | | | | | | — | — | | | | — |
Foreign exchange1 | | | | | | 9 | | | | | | 48 | — | | | | — |
Plan assets - ending | | | | | $ | 1,239 $ | | 1,181 $ | — $ | | | | — |
Funded status2Retirement assets |
| | | | | $ | 29 $ | | | | | | 5 $ | — $ | | | | — |
Impact of minimum funding requirement3 | | | | | | (2) | | | | | | — | — | | | | — |
Retirement assets (note 9) | | | | | $ | 27 $ | | | | | | 5 $ | — $ | | | | — |
Retirement liabilities (note 11) | | | | | | (145) | | (267) | (23) | | | | (28) |
| | | | | $ | (118) $ | | (262) $ | (23) $ | | | | (28) |
1. | Foreign currency translation relates to the foreign exchange impact of translating assets and liabilities of certain plans from their functional |
currencies to U.S. dol ars. |
2. | 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. |
3. | 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. |
| | | | | -23- |
Defined benefit | Other retirement |
pension plans | benefit plans |
| | Currency | Currency |
| | remeasurement | remeasurement |
2021 | | 2020 | 2021 | | 2020 |
| | | | ExpenseService cost |
| | | | | $ | 68 $ | | | | | | 59 $ | — $ | | | | | | — |
| | | | Administration fees | | 2 | | | | | | 1 | — | | | | | | — |
| | | | Settlement | | 12 | | | | | | 1 | — | | | | | | — |
| | | | Net finance expense | | 7 | | | | | | 7 | | 1 | 1 |
| | | | | $ | 89 $ | | | | | | 68 $ | | 1 $ | 1 |
| | | | Assumptions and sensitivities |
| | | | 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 fol ows: |
| | | | | | | | | 2022 | 2023 | | 2024 to 2026 | Thereafter | | Total |
| | | | Defined benefit pension plans | | | | | | $ | 40 $ | 39 $ | | | | | | 130 $ | 2,159 $ | | 2,368 |
| | | | 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 fol ows: |
Defined benefit | Other retirement |
pension plans | benefit plans |
2021 | | 2020 | 2021 | | 2020 |
| | | | Benefit obligations: |
| | | | Discount rate | 3.03% | | 2.69% | 3.08% | | 2.70% |
| | | | Future compensation rate increase | 3.60% | | 3.65% | n/a | | n/a |
| | | | Benefit expense: |
| | | | Discount rate - beginning of year | 2.69% | | 3.00% | 2.70% | | 3.00% |
| | | | Future compensation rate increase | 3.65% | | 3.50% | n/a | | 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 fol ows: |
| | | | | | | | | | | Increase | Decrease |
| | | | Discount rate - 0.50% change | | $ | (123) $ | | | | | | 140 |
| | | | Compensation rate - 0.50% change | | $ | 27 $ | | | | | | (22) |
| | | | The sensitivities have been calculated on the basis that al 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. |
| | | | | -24- |
Plan Assets |
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 al ocations of the defined benefit plans at December 31, by asset category, |
are as fol ows: |
| Target range | 2021 | 2020 |
Canadian equities | 2% - 30% | 16% | 22% |
Foreign equities | 15% - 57% | 39% | 38% |
Fixed income investments | 20% - 55% | 33% | 33% |
Other investments | 0% - 34% | 12% | 7% |
| | 100% | 100% |
Risk management practices |
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 wil ultimately depend on the |
| | | | amount of benefits paid and this in turn wil 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 fol owing 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 al ocation 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 mil ion |
(2020 - $13 mil ion). |
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 |
| -25- |
Issued |
| 2021 | 2020 | January 1, 2020 |
| | | | Currency | Currency |
| | remeasurement | | | remeasurement |
| | | | | | Number | Amount | Number | Amount | | | | | Number | Amount |
Common | | | | | | 103,647,256 $ | 3,402 | 66,397,144 $ | | 481 | 66,381,289 $ | | 480 |
Class B Common | | | | | | 2,281,478 | | | | | | — | 2,281,478 | | — | 2,281,478 | | — |
Total Common | | | | | | 105,928,734 $ | 3,402 | 68,678,622 $ | | 481 | 68,662,767 $ | | 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 mil ion. 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 al 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”) al owing us to acquire an additional 6,044,000 |
Common shares for cancel ation until the expiry of the bid on February 16, 2022. On June 11, 2021, we amended our |
NCIB, al owing 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 cancel ation 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 bil ion. |
15. | | | | | | | | | | | | | Equity-based compensation |
We have share option, phantom share unit (“PSU”) and directors’ deferred share unit (“DSU”) plans. We have partial y |
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 mil ion (2020 - $9 mil ion). |
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. |
| | | | | | | | -26- |
Supporting information |
Share option plan |
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 al ow 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 mil ion (2020 – expense of $20 mil ion) related to the share option plans. |
The liability associated with the share option plan is tracked in Canadian dol ars and is based on prices published by the |
TSX. A summary of the activity in the share option plans based on Canadian dol ar prices is presented below: |
| 2021 | 2020 |
| | | | Weighted | | Weighted |
| | | Number | | Number |
| average price | average price |
| | | | (CAD$) | | (CAD$) |
Outstanding - beginning of year | | | 1,316,994 $ | | | | 53.64 | 1,211,137 $ | | | 51.78 |
Assumed in Norbord Acquisition (note 3) | | | 887,961 | | | | 51.85 | — | | | | | | — |
Granted | | | 171,975 | | | | 92.79 | 160,410 | | | 64.53 |
Exercised | | | (1,284,284) | | | | 46.43 | (49,689) | | | 43.45 |
Expired / Cancel ed | | | (14,806) | | | | 92.79 | (4,864) | | | 55.74 |
Outstanding - end of year | | | 1,077,840 $ | | | | 66.64 | 1,316,994 $ | | | 53.64 |
Exercisable - end of year | | | 563,102 $ | | | | 61.50 | 991,119 $ | | | 49.58 |
The fol owing table summarizes information about the share options outstanding and exercisable at December 31, 2021 |
in Canadian dol ars: |
| | | | | | | | | Number of | Weighted average |
| | | | | | | | | outstanding | remaining | Weighted average | | | | Number of | Weighted average |
Exercise price range | | | | | | | | | options | contractual life | exercise price | | | | | | exercisable options | exercise price |
(CAD$) | | | | | | | | | (number) | (years) | (CAD$) | | | | (number) | (CAD$) |
$32.00 - $45.00 | | | | | | | | | 105,391 | 3.7 | $ | | | 40.86 | 105,391 $ | 40.86 |
$46.00 - $60.00 | | | | | | | | | 344,640 | 6.0 | | | | 54.18 | 200,703 | 53.90 |
$61.00 - $75.00 | | | | | | | | | 373,454 | 6.6 | | | | 68.97 | 173,956 | 70.99 |
$76.00 - $93.00 | | | | | | | | | 254,355 | 8.0 | | | | 89.97 | 83,052 | 86.21 |
| | | | | | | | | 1,077,840 | 6.4 | $ | | | 66.64 | 563,102 $ | 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). |
| | | -27- |
The accrued liability related to the share option plan based on a Black-Scholes valuation model was $44 mil ion at |
December 31, 2021 (December 31, 2020 - $37 mil ion; January 1, 2020 - $17 mil ion). 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 fol ows: |
| 2021 | 2020 |
Share price on balance sheet date | | | CAD$120.68 | CAD$81.72 |
Weighted average exercise price | | | CAD$66.64 | CAD$53.64 |
Expected dividend | CAD$1.01 | CAD$0.80 |
Expected volatility | 42.94% | 44.52% |
Weighted average interest rate | 1.11% | 0.26% |
Weighted average expected remaining life in years | 6.44 | 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 mil ion |
(December 31, 2020 - CAD$37 mil ion; January 1, 2020 - CAD$14 mil ion). 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 mil ion (2020 - $5 mil ion) 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 total ing 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 al ows 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 mil ion (2020 - $2 mil ion) related to the DSU plan. The number of units outstanding |
as at December 31, 2021 was 92,120 (December 31, 2020 - 87,294). |
| | | | | -28- |
Equity-based compensation hedge |
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 mil ion |
(2020 – recovery of $18 mil ion) 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 |
| | Currency |
| | remeasurement |
| | | 2021 | 2020 |
Interest expense | | | $ | (48) $ | (32) |
Interest income on short-term investments (note 4) | | | | | 2 | 1 |
Interest income on duty deposits receivable (note 25) | | | | | 9 | 13 |
Finance expense on employee future benefits | | | | | (8) | (9) |
| | | $ | (45) $ | (27) |
17. | Other |
| | Currency |
| | remeasurement |
| | | 2021 | 2020 |
Foreign exchange loss | | | $ | | (5) $ | (4) |
Settlement loss on defined benefit pension plan annuity purchase (note 13) | | | | (12) | — |
Gain (loss) on interest rate swap contracts (note 12) | | | | | 6 | (4) |
Other | | | | | 9 | (6) |
| | | $ | | (2) $ | (14) |
18. | Tax provision |
Accounting policies |
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 wil 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. |
| | | | | | -29- |
Supporting information |
The major components of income tax included in comprehensive earnings are as fol ows: |
| Currency |
| remeasurement |
| | 2021 | 2020 |
Earnings:Current tax |
| | | $ | (977) $ | (134) |
Deferred tax | | | | 26 | (68) |
Tax provision on earnings | | | $ | (951) $ | (202) |
Other comprehensive earnings:Deferred tax (provision) recovery on retirement benefit actuarial gain (loss) |
| | | $ | (52) $ | 2 |
Tax provision on comprehensive earnings | | | $ | (1,003) $ | | | (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 fol ows: |
| Currency |
| remeasurement |
| | 2021 | 2020 |
Income tax expense at statutory rate of 27% | | | $ | (1,052) $ | | | (213) |
Non-taxable amounts | | | | (4) | (5) |
Rate differentials between jurisdictions and on specified activities | | | | 116 | 21 |
Other | | | | (11) | (5) |
Tax provision | | | $ | (951) $ | (202) |
Deferred income tax liabilities (assets) are made up of the fol owing components: |
| | Currency | Currency |
| | remeasurement | remeasurement |
| | | | | | 2021 | 2020 | January 1, 2020 |
Property, plant, equipment and intangibles | | | | | | | $ | 781 $ | 347 $ | 309 |
Reforestation and decommissioning obligations | | | | | | | | (30) | (28) | (26) |
Employee benefits | | | | | | | | (64) | (87) | (67) |
Export duty deposits | | | | | | | | 44 | 46 | 15 |
Tax loss carry-forwards1 | | | | | | | | (10) | (14) | (41) |
Other | | | | | | | | (17) | (9) | (3) |
| | | | | | | $ | 704 $ | 255 $ | 187 |
Represented by:Deferred income tax assets |
| | | | | | | $ | (8) $ | (9) $ | (8) |
Deferred income tax liabilities | | | | | | | | 712 | 264 | 195 |
| | | | | | | $ | 704 $ | 255 $ | 187 |
1. | Includes $68 mil ion for net operating loss carry-forwards in various jurisdictions and $409 mil ion 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 mil ion 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 mil ion (2020 - $699 mil ion). |
| | | | | | | | | | -30- |
Key management includes directors and officers, and their compensation expense and balance sheet date payables are as |
fol ows: |
| Currency |
| remeasurement |
| | 2021 | 2020 |
ExpenseSalary and short-term employee benefits |
| | | $ | 17 $ | 7 |
Retirement benefits | | | | 2 | 1 |
Equity-based compensation1 | | | | 36 | 17 |
| | | $ | 55 $ | 25 |
1. | Amounts do not necessarily represent the actual value which wil ultimately be paid. |
| | Currency | Currency |
| | remeasurement | remeasurement |
| | | | | | 2021 | 2020 | January 1, 2020 |
Payables and accrued liabilitiesCompensation |
| | | | | | | $ | 7 $ | 3 $ | — |
Equity-based compensation1 | | | | | | | | 46 | 32 | 16 |
| | | | | | | $ | 53 $ | 35 $ | 16 |
1. | Amounts do not necessarily represent the actual value which wil 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. |
| Currency |
| remeasurement |
| | 2021 | 2020 |
Earnings |
Basic | | | $ | 2,947 $ | | | 588 |
Share option expense | | | | 47 | 20 |
Equity-settled share option adjustment | | | | (5) | (2) |
Diluted | | | $ | 2,989 $ | | | 606 |
Weighted average number of shares (thousands) |
Basic | | | | 109,021 | | | | | | | | | | 68,672 |
Share options | | | | 539 | 191 |
Diluted | | | | 109,560 | | | | | | | | | | 68,863 |
Earnings per share (dol ars) |
Basic | | | $ | 27.03 $ | | | 8.56 |
Diluted | | | $ | 27.03 $ | | | 8.56 |
| | | | | | | | | | | | | -31- |
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 wil be col ected and that al the conditions wil be complied with. |
Supporting information |
Government assistance of $5 mil ion (2020 - $3 mil ion) was recorded as a reduction to property, plant and equipment. |
Government assistance of $8 mil ion (2020 - $5 mil ion) was recorded as a reduction to cost of products sold and $7 |
mil ion (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 |
Al financial assets and liabilities, except for derivatives, are initial y 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 fol owing tables provide the carrying and fair values of our financial instruments by category, as wel 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. |
| | | | | Financial assets |
| | | Financial assets | | or financial | Financial |
| | | at amortized | | liabilities at | liabilities at |
2021 | | Level | | cost | FVTPL | amortized cost Carrying value | Fair value |
Financial assetsCash and short-term investments |
| | 2 | $ | 1,568 $ | | | | — $ | — $ | 1,568 $ | 1,568 |
Receivables | | 3 | | | | | | | | | | 508 | — | — | 508 | 508 |
| | | $ | 2,076 $ | | | | — $ | — $ | 2,076 $ | 2,076 |
Financial liabilitiesPayables and accrued liabilities |
| | 3 | $ | | — $ | | | — $ | 848 $ | 848 $ | 848 |
Long-term debt (note 12)1 | | 2 | | | — | | | — | 501 | 501 | 513 |
Interest rate swaps (note 11 & 12)2 | | 2 | | | — | | | 1 | — | 1 | 1 |
| | | $ | | — $ | | | 1 $ | 1,349 $ | 1,350 $ | 1,362 |
1. | 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. |
2. | The interest rate swap contracts are included in other liabilities in our consolidated balance sheets. |
| | | | Financial assets |
| | Financial assets | | or financial | Financial |
2020 | | at amortized | | liabilities at | liabilities at |
(currency remeasurement) | Level | | cost | FVTPL | amortized cost Carrying value | Fair value |
Financial assetsCash and short-term investments |
| 2 | $ | 461 $ | | | | — $ | — $ | 461 $ | 461 |
Receivables | 3 | | 277 | | | | — | — | 277 | 277 |
| | $ | 738 $ | | | | — $ | — $ | 738 $ | 738 |
Financial liabilitiesPayables and accrued liabilities1 |
| 3 | $ | | — $ | | | 2 $ | 387 $ | 389 $ | 389 |
Long-term debt (note 12)2 | 2 | | | — | | | — | 509 | 509 | 524 |
Interest rate swaps (note 11 & 12)3 | 2 | | | — | | | 6 | — | 6 | 6 |
| | $ | | — $ | | | 8 $ | 896 $ | 904 $ | 919 |
1. | Payables and accrued liabilities include our equity derivative payable of $2 mil ion |
2. | 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. |
3. | The interest rate swap contracts are included in other liabilities in our consolidated balance sheets. |
| | | | Financial assets |
| | Financial assets | | or financial | Financial |
January 1, 2020 | | at amortized | | liabilities at | liabilities at |
(currency remeasurement) | Level | | cost | FVTPL | amortized cost Carrying value | Fair value |
Financial assetsCash and short-term investments |
| 2 | $ | | 12 $ | | | — $ | — $ | 12 $ | 12 |
Receivables1 | 3 | | 197 | | | | 2 | — | 199 | 199 |
| | $ | 209 $ | | | | 2 $ | — $ | 211 $ | 211 |
Financial liabilitiesCheques issued in excess of funds |
| 2 | $ | | — $ | | | — $ | 12 $ | 12 $ | 12 |
on deposit |
Operating loans | 2 | | | — | | | — | 290 | 290 | 290 |
Payables and accrued liabilities | 3 | | | — | | | — | 305 | 305 | 305 |
Long-term debt (note 12)2 | 2 | | | — | | | — | 510 | 510 | 521 |
Interest rate swaps (note 11 & 12)3 | 2 | | | — | | | 2 | — | 2 | 2 |
| | $ | | — $ | | | 2 $ | 1,117 $ | 1,119 $ | 1,130 |
1. | Receivables include our equity derivative receivable of $2 mil ion. |
2. | 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. |
3. | 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. |
| | | | -33- |
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: |
| | Currency | Currency |
| | remeasurement | remeasurement |
| | | January 1, |
| | | | 2021 | 2020 | 2020 |
Trade accounts receivable |
Current | | | | $ | 403 $ | 220 $ | 150 |
Past due 1 to 30 days | | | | | | | 30 | 22 | 9 |
Past due 31 to 60 days | | | | | | | 3 | 1 | — |
Past due over 60 days | | | | | | | 5 | 1 | — |
Trade accounts receivable | | | | $ | 441 $ | 244 $ | 159 |
Insurance receivable | | | | | | | 6 | — | 9 |
Government assistance | | | | | | | 1 | 5 | 5 |
Sales taxes receivable | | | | | | | 28 | 11 | 8 |
Other | | | | | | | 32 | 17 | 18 |
Receivables | | | | $ | 508 $ | 277 $ | 199 |
|
Liquidity risk |
Liquidity risk is the risk we wil 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 fol owing table summarizes the maturity profile of our financial liabilities based on contractual undiscounted |
payments: |
| | | | | | | | Carrying |
(at December 31, 2021, in $ mil ions) | | | | | | | | value | Total | 2022 | 2023 | 2024 | 2025 | Thereafter |
Long-term debt | | | | | | | | $ | 499 $ | 501 $ | — $ | — $ | 501 $ | | | — $ | — |
Interest on long-term debt1 | | | | | | | | | | | | — | 52 | 19 | 19 | 14 | | | — | — |
Lease obligations | | | | | | | | | | | | 28 | 29 | 11 | 6 | 5 | 2 | | | 5 |
Payables and accrued liabilities | | | | | | | | | 848 | 848 | 848 | — | — | | | — | — |
Total | | | | | | | | $ 1,375 $ 1,430 $ | | 878 $ | 25 $ | 520 $ | 2 $ | | | 5 |
1. | Assumes debt remains at December 31, 2021 levels and includes the impact of interest rate swaps terminating August 2024. |
| | | | | | | | | | | | | -34- |
Market risk |
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 fol owing floating rate financial instruments: |
| Carrying |
Financial instrument | value |
Term loan | $ | 199 |
Interest rate swap contracts | $ | 1 |
We maintain a five-year term $200 mil ion 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 mil ion notional principal amount of indebtedness. These swap |
agreements fix the interest rate on the $200 mil ion 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 initial y 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 wil 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 dol ars. 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 dol ar |
functional currency. The risk arises from the fluctuation in spot rates between these currencies and the U.S. dol ar, which |
causes the amount of the net investment to vary with the resulting translation gains or losses being reported in other |
comprehensive earnings. |
| | | -35- |
The fol owing table summarizes quantitative data about our exposure to currency risk: |
| 2021 |
Net Canadian dol ar monetary asset (liability) | | CAD mil ions $ | (665) |
Net investment in newsprint operations | | CAD mil ions | 46 |
Net investment in European operations | | GBP mil ions | 308 |
Net investment in European operations | | EUR mil ions | 45 |
A $0.01 strengthening (weakening) of the USD against the CAD would increase (decrease) the earnings by approximately |
$3 mil ion. A $0.01 strengthening (weakening) of the USD against the CAD, British pound and Euro would result in an |
approximate $6 mil ion translation loss (gain) on operations with different functional currency included in other |
comprehensive earnings. These sensitivities assume that al 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 material y influenced by changes in product prices and the relative values of the Canadian and U.S. |
dol ars. Our objective in managing capital is to ensure adequate liquidity and financial flexibility at al 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 al ocation |
strategy. Priorities within this strategy include reinvesting in our operations across al market cycles to strategical y |
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 fol ows at December 31: |
| | | | | -36- |
Currency | Currency |
remeasurementremeasurement |
| | 2021 | 2020 | January 1, 2020 |
| | | Debt |
| | | Operating loans, excluding deferred financing costs | $ | — $ | — $ | 290 |
| | | Current and long-term lease obligation | | 28 | 6 | 8 |
| | | Long-term debt, excluding deferred financing costs | | 501 | 509 | 510 |
| | | Interest rate swaps1 | | 1 | 6 | 2 |
| | | Open letters of credit1 | | 65 | 50 | 47 |
| | | Total debt | | 595 | 571 | 857 |
| | | Shareholders’ equity | | 7,656 | | | | 2,478 | 1,905 |
| | | Total capital | | 8,251 | | | | 3,049 | 2,762 |
| | | Total debt to total capital | | 7% | 19% | 31% |
| | | Total debt | | 595 | 571 | 857 |
| | | Cash and short-term investments | | (1,568) | | | | (461) | (12) |
| | | Open letters of credit1 | | (65) | (50) | (47) |
| | | Interest rate swaps1 | | (1) | (6) | (2) |
| | | Cheques issued in excess of funds on deposit | | — | — | 12 |
| | | Net debt | $ | (1,039) $ | | | | 54 $ | 808 |
| | | Shareholders’ equity | $ | 7,656 $ | | | | 2,478 $ | 1,905 |
| | | Total capital, net of cash | | 6,617 | | | | 2,532 | 2,713 |
| | | Net debt to total capital | (16%) | | | | 2% | 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 fol ow 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. |
| | | | | | | | | -37- |
The geographic distribution of non-current assets and external sales is as fol ows: |
| Non-current assets | Sales by geographic area1 |
| | | Currency | Currency | Currency |
| remeasurement | | | remeasurement | remeasurement |
| | | | | | 2021 | 2020 | January 1, 2020 | 2021 | | | 2020 |
Canada | | | | | | | $ | 3,825 $ | 1,654 $ | 1,577 $ | 1,682 $ | 853 |
United States | | | | | | | | 2,838 | 1,188 | 1,134 | 7,286 | 2,860 |
China | | | | | | | | — | | | | | | | | — | — | 465 | 467 |
Other Asia | | | | | | | | — | | | | | | | | — | — | 341 | 174 |
Europe2,3 | | | | | | | | 553 | | | | | | | | — | — | 737 | 17 |
Other | | | | | | | | — | | | | | | | | — | — | 7 | 2 |
| | | | | | | $ | 7,216 $ | 2,842 $ | 2,711 $ | 10,518 $ | 4,373 |
1. | Sales distribution is based on the location of product delivery. |
2. | 2021 non-current assets balance includes non-current assets located in the U.K. and Belgium. |
3. | 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 al eged 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 |
wil incur interest based on the U.S. federal y 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. Fol owing |
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 wil 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 wil record an adjustment once the rates are finalized. If the AR3 rates were to be confirmed, it would result in a |
U.S. dol ar recovery of $43 mil ion for the POI covered by AR3. This adjustment would be in addition to the amounts |
| | | | | | | | | -39- |
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 |
fol ows: |
| Cash Deposit |
Effective dates for CVD | Rate | AR POI Final Rate |
AR1 POI |
April 28, 2017 - August 24, 20171 | | | 24.12% | 6.76% 3 |
August 25, 2017 - December 27, 20171 | | | — | — |
December 28, 2017 - December 31, 20172 | | | 17.99% | 6.76% 3 |
January 1, 2018 - December 31, 2018 | | | 17.99% | 7.57% 3 |
AR2 POI |
January 1, 2019 - December 31, 2019 | | | 17.99% | 5.08% 5 |
AR3 POI |
January 1, 2020 - November 30, 2020 | | | 17.99% | n/a 6 |
December 1, 2020 - December 31, 20204 | | | 7.57% | n/a 6 |
AR4 POI |
January 1, 2021 - December 1, 2021 | | | 7.57% | n/a 7 |
December 2, 2021 - December 31, 20218 | | | 5.06% | n/a 7 |
1. | 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. |
2. | On December 4, 2017, the USDOC revised our CVD Cash Deposit Rate effective December 28, 2017. |
3. | 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. |
4. | On November 24, 2020, the USDOC revised our CVD Cash Deposit Rate effective December 1, 2020. |
5. | On May 20, 2021, the USDOC issued a preliminary CVD rate and, on November 24, 2021, a final CVD rate for the AR2 POI. Fol owing 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. |
6. | The CVD rate for the AR3 POI wil be adjusted when AR3 is complete, and the USDOC finalizes the rate, which is not expected until 2022. |
7. | The CVD rate for the AR4 POI wil be adjusted when AR4 is complete, and the USDOC finalizes the rate, which is not expected until 2023. |
8. | On November 24, 2021, the USDOC revised our CVD Cash Deposit Rate effective December 2, 2021. Fol owing year-end, the USDOC amended the |
CVD cash deposit rate for ministerial errors from 5.06% to 5.08%, effective January 10, 2022. |
| | West Fraser |
| | | | | Cash Deposit | AR POI Final | Estimated |
Effective dates for ADD | | | | | Rate | Rate | | | Rate |
AR1 POI |
June 30, 2017 - December 3, 20171 | | | | | | 6.76% | 1.40% 3 | 1.46% |
December 4, 2017 - December 31, 20172 | | | | | | 5.57% | 1.40% 3 | 1.46% |
January 1, 2018 - December 31, 2018 | | | | | | 5.57% | 1.40% 3 | 1.46% |
AR2 POI |
January 1, 2019 - December 31, 2019 | | | | | | 5.57% | 6.06% 5 | 4.65% |
AR3 POI |
January 1, 2020 - November 29, 2020 | | | | | | 5.57% | n/a 6 | | 3.40% |
November 30, 2020 - December 31, 20204 | | | | | | 1.40% | n/a 6 | | 3.40% |
AR4 POI |
January 1, 2021 - December 1, 2021 | | | | | | 1.40% | n/a 7 | | 6.80% |
December 2, 2021 - December 31, 20218 | | | | | | 6.06% | n/a 7 | | 6.80% |
1. | On June 26, 2017, the USDOC issued its preliminary rate in the ADD investigation effective June 30, 2017. |
2. | On December 4, 2017, the USDOC revised our ADD Cash Deposit Rate effective December 4, 2017. |
3. | 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. |
4. | On November 24, 2020, the USDOC revised our ADD Cash Deposit Rate effective November 30, 2020 |
5. | 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. |
6. | The ADD rate for the AR3 POI wil be adjusted when AR3 is complete, and the USDOC finalizes the rate, which is not expected until 2022. |
7. | The ADD rate for the AR4 POI wil be adjusted when AR4 is complete, and the USDOC finalizes the rate, which is not expected until 2023. |
8. | On November 24, 2021, the USDOC revised our ADD Cash Deposit Rate effective December 2, 2021. |
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Impact on results |
The fol owing table reconciles our cash deposits paid during the period to the amount recorded in our earnings |
statement: |
| Currency |
| remeasurement |
($ mil ions) | | 2021 | 2020 |
Cash deposits paid1 | | $ | (132) $ | (161) |
Adjust to West Fraser Estimated ADD rate2 | | | (69) | 9 |
Effective duty expense for period3 | | | (201) | (152) |
Duty recovery attributable to AR14 | | | | — | 95 |
Duty recovery attributable to AR25 | | | | 55 | — |
Duty expense | | | (146) | (57) |
Interest income on duty deposits attributable to West Fraser |
| | | | 2 | 2 |
Estimated rate adjustments |
Interest income on the AR1 and AR2 duty deposits receivable | | | | 7 | 11 |
Interest income on duty deposits | | $ | | 9 $ | 13 |
1. | 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. |
2. | Represents adjustment to West Fraser Estimated ADD rate of 6.80% for 2021 and 3.40% for 2020. |
3. | 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. |
4. | $95 mil ion represents the duty recovery attributable to the finalization of AR1 duty rates for the 2017 and 2018 POI. |
5. | $55 mil ion 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 mil ion. |
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: |
| Currency |
| remeasurement |
Export duty deposits receivable | | 2021 | 2020 |
Beginning of year | | $ | | 178 $ | 61 |
Export duties recognized as duty deposits receivable | | | | 55 | 104 |
Interest recognized on duty deposits receivable | | | | 9 | 13 |
End of year | | $ | | 242 $ | 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 | 2021 |
Beginning of year | $ | | — |
Export duties payable related to AR4 | | | (69) |
End of year | $ | | (69) |
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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 wil 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 wil not be |
determined until each annual administrative review process is complete and related appeal processes are concluded. |
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