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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM
40-F/A
Amendment No. 1
 
 
 
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
OR
 
☒
ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2022
  
Commission File Number:
001-39974
 
 
 
LOGO
WEST FRASER TIMBER CO. LTD.
(Exact name of Registrant as specified in its charter)
 
 
 
British Columbia Canada
  
2421
  
98-1630330
(Province or Other Jurisdiction of
Incorporation or Organization)
  
(Primary Standard Industrial
Classification Code)
  
(I.R.S. Employer
Identification No.)
1500 – 885 West Georgia Street
Vancouver, British Columbia
Canada V6C 3E8
Tel: (604)
895-2700
(Address and telephone number of Registrant’s principal executive offices)
West Fraser, Inc.
1900 Exeter Road, Suite 105
Germantown, TN 38138
Tel: (901)
620-4200
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Securities registered or to be registered pursuant to section 12(b) of the Act:
 
Title Of Each Class
  
Trading
Symbol(s)
  
Name Of Each Exchange
On Which Registered
Common Shares, no par value
  
WFG
  
New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form:
 
☒
  Annual Information Form
   
☒
  Audited Annual Financial Statements
 
 
Indicate the number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the close of the period covered by the annual report:
83,555,414 Common Shares
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  ☒             No  ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Yes  ☒            No  ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule
12b-2
of the Exchange Act.
Emerging growth company  ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-
based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b).  ☐
 
Auditor Firm Id:    271    Auditor Name:    PricewaterhouseCoopers LLP    Auditor Location:    Vancouver, British Columbia, Canada
 
 
 
EXPLANATORY NOTE
West Fraser Timber Co. Ltd. (“
West Fraser
”) is filing this Amendment No. 1 (the “
Amendment No.
 1”) to its original Annual Report on Form 40-F for the year ended December 31, 2022 (the “
Original 2022 Annual Report
”) filed with the Securities and Exchange Commission on February 14, 2023 in order to provide updated certifications of West Fraser’s Chief Executive Officer (“
CEO
”) and Chief Financial Officer (“
CFO
”) pursuant to Rule
13a-14(a)
of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The updated CEO and CFO certifications are filed as Exhibits 99.4 and 99.5 to this Amendment No. 1.
This Amendment No. 1 consists of a cover page, this explanatory note, the signature page, the exhibit index and the updated CEO and CFO officer certifications filed as Exhibits 99.4 and 99.5.
Other than expressly set forth herein, this Amendment No. 1 does not, and does not purport to, amend or restate any other information contained in the Original 2022 Annual Report nor does this Amendment No. 1 reflect any events that have occurred after the Original Annual Report was filed.
 

SIGNATURES

Pursuant to the requirements of the Exchange Act, West Fraser certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: July 21, 2023      

WEST FRASER TIMBER CO. LTD.

 

By: /s/ Raymond W. Ferris                                                    

     

Raymond W. Ferris

President and Chief Executive Officer

 

EXHIBIT INDEX

 

Exhibit
Number		   

Exhibit Description

99.1    Annual Information Form of the Company for the year ended December 31, 2022 (1)
99.2    Audited consolidated financial statements of the Company and notes thereto as at December 31, 2022 and 2021 and for the years ended December 31, 2022 and 2021, together with the report of the Independent Registered Public Accounting Firm (1)
99.3    Management’s Discussion and Analysis for the year ended December 31, 2022 (1)
99.4    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (2)
99.5    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (2)
99.6    Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
99.7    Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
99.8    Consent of PricewaterhouseCoopers LLP (1)
101    The following financial information from the Company’s annual report on Form 40-F for the year ended December 31, 2022 formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Earnings and Comprehensive Earnings, (iii) the Consolidated Statements of Changes in Shareholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. (1)
104    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) (2)

 

(1)

Filed as an exhibit to the Original 2022 Annual Report

(2)

Filed an an exhibit to this Amendment No. 1 to the Original 2022 Annual Report

Exhibit 99.4

CERTIFICATION

I, Raymond W. Ferris, certify that:

 

(1)

I have reviewed this Annual Report on Form 40-F of West Fraser Timber Co. Ltd. for the year ended December 31, 2022.

 

(2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

(3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report.

 

(4)

The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the issuer and have:

 

  (a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c)

evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d)

disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

 

(5)

The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

 

  (a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

 

  (b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: July 21, 2023

 

By:  

/s/ Raymond W. Ferris

Name: Raymond W. Ferris
Title: President and Chief Executive Officer

Exhibit 99.5

CERTIFICATION

I, Christopher A. Virostek, certify that:

 

(1)

I have reviewed this Annual Report on Form 40-F of West Fraser Timber Co. Ltd. for the year ended December 31, 2022.

 

(2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

(3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report.

 

(4)

The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the issuer and have:

 

  (a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c)

evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d)

disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

 

(5)

The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

 

  (a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

 

  (b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: July 21, 2023

 

By:  

/s/ Christopher A. Virostek

Name:   Christopher A. Virostek
Title:   Senior Vice-President, Finance and Chief Financial Officer
v3.23.2
Cover
 12 Months Ended
Dec. 31, 2022
shares
Document Information [Line Items]  
Document Type 40-F/A
Document Registration Statement false
Document Annual Report true
Current Fiscal Year End Date --12-31
Document Period End Date Dec. 31, 2022
Entity File Number 001-39974
Entity Registrant Name WEST FRASER TIMBER CO. LTD.
Entity Incorporation, State or Country Code A1
Entity Tax Identification Number 98-1630330
Entity Address, Address Line One 1500 – 885 West Georgia Street
Entity Address, City or Town Vancouver
Entity Address, State or Province BC
Entity Address, Country CA
Entity Address, Postal Zip Code V6C 3E8
City Area Code 604
Local Phone Number 895-2700
Title of 12(b) Security Common Shares, no par value
Trading Symbol WFG
Security Exchange Name NYSE
Annual Information Form true
Audited Annual Financial Statements true
Entity Current Reporting Status Yes
Entity Interactive Data Current Yes
Entity Emerging Growth Company false
ICFR Auditor Attestation Flag true
Entity Central Index Key 0001402388
Document Fiscal Year Focus 2022
Document Fiscal Period Focus FY
Amendment Flag true
Amendment Description West Fraser Timber Co. Ltd. (“West Fraser”) is filing this Amendment No. 1 (the “Amendment No. 1”) to its original Annual Report on Form 40-F for the year ended December 31, 2022 (the “Original 2022 Annual Report”) filed with the Securities and Exchange Commission on February 14, 2023 in order to provide updated certifications of West Fraser’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The updated CEO and CFO certifications are filed as Exhibits 99.4 and 99.5 to this Amendment No. 1. This Amendment No. 1 consists of a cover page, this explanatory note, the signature page, the exhibit index and the updated CEO and CFO officer certifications filed as Exhibits 99.4 and 99.5. Other than expressly set forth herein, this Amendment No. 1 does not, and does not purport to, amend or restate any other information contained in the Original 2022 Annual Report nor does this Amendment No. 1 reflect any events that have occurred after the Original Annual Report was filed.
Share capital  
Document Information [Line Items]  
Number of shares issued 83,555,414
Business Contact  
Document Information [Line Items]  
Entity Address, Address Line One 1900 Exeter Road
Entity Address, City or Town Germantown
Entity Address, State or Province TN
Entity Address, Postal Zip Code 38138
City Area Code 901
Local Phone Number 620-4200
Contact Personnel Name West Fraser, Inc.
Entity Address, Address Line Two Suite 105
v3.23.2
Audit Information
 12 Months Ended
Dec. 31, 2022
Auditor Information [Abstract]  
Auditor Name PricewaterhouseCoopers LLP
Auditor Location Vancouver, British Columbia, Canada
Auditor Firm ID 271
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