Canfor Corporation. Annual Information Form. Information in this Annual Information Form is as at February 11, 2011 unless otherwise indicated.

Transcription

1 Canfor Corporation Annual Information Form Information in this Annual Information Form is as at February 11, 2011 unless otherwise indicated.

2 TABLE OF CONTENTS Incorporation Page 2 Corporate Structure 3 Business of Canfor 4 Wood Supply 10 Lumber 16 Pulp and Paper 18 Other Operations 21 Environment 22 Competitive Position 23 Research and Development 23 Directors and Officers 24 Interest of Management and Others in Material Transactions 30 Conflicts of Interest 30 Description of Capital Structure 30 Ratings 31 Dividends 31 Shareholdings of Directors and Executive Officers 32 Markets for Securities 32 Trading Price and Volume 32 Security 32 Material Contracts 33 Cease Trade Orders, Bankruptcies, Penalties, Sanctions 34 Experts 34 Transfer Agent and Registrar 34 Audit Committee Information 35 Additional Information 35 Appendix A Audit Committee Terms of Reference 37

3 INCORPORATION The Company was incorporated on May 17, 1966, under the British Columbia Company Act as part of a reorganization of predecessors of the Canfor group of companies, the first of which commenced operations in The Company is now governed by the British Columbia Business Corporations Act, which replaced the Company Act in March In July 1983, Canfor became a public company and the Common Shares of the Company are listed and traded on the Toronto Stock Exchange ( TSX ). The registered and head office of the Company is located at West 75 th Avenue, Vancouver, British Columbia. In this Annual Information Form, Canfor Corporation is referred to as the Company and, unless otherwise indicated by the context, Canfor refers to the Company, its subsidiaries and its interests in the limited partnerships as described under Corporate Structure below. 2

4 CORPORATE STRUCTURE The following chart shows, as at December 31, 2010, the Company's material subsidiaries and its direct or indirect interest in Canfor Pulp Limited Partnership ( Canfor Pulp LP ), and Canfor LP OSB Limited Partnership ( Peace Valley OSB ), their primary products or activities and the percentage of voting securities or ownership held. All of the companies listed below were incorporated or amalgamated under the laws of British Columbia and are now governed by the British Columbia Business Corporations Act, except Canfor U.S.A. Corporation, which is constituted under the Washington Business Corporation Act, Daaquam Lumber Inc. ( Daaquam ), which is constituted under the laws of Québec and New South Companies Inc. ( New South ), which is constituted under the laws of the State of South Carolina. Peace Valley OSB is a partnership constituted under the Partnership Act of British Columbia. Canfor Pulp LP is a partnership constituted under the laws of Manitoba. Canfor Corporation (holding company) 100% Canadian Forest P roducts Ltd. (lumber, logs, wood chips and pulp) Canfor Pulp Limited Partnership 50.2% New South Companies Inc. (pulp and specialty kraft paper) 100% (lumber, lumber remanufacturing, treated l um ber and wood chi ps ) Canfor-LP OSB Limited Partnership (O SB) 50% 100% Canfor U.S.A. Corporation (lumber remanufacturing) 100% Daaquam Lumber Inc. (lumber, logs and wood chips) Canfor completed the spin-out of its northern bleached softwood kraft pulp and paper business to Canfor Pulp LP in Canfor holds 50.2% of the voting securities of Canfor Pulp Holding Inc., general partner and the holder of a 0.001% general partner interest in Canfor Pulp LP. Canfor holds a 50% interest in Peace Valley OSB, in partnership with Louisiana-Pacific Canada Ltd. Peace Valley OSB owns and operates an oriented strand board ( OSB ) plant in Fort St. John, British Columbia, which commenced operations in late

5 The Company, through a wholly owned holding company, holds a one-third interest in each of Lakeland Mills Ltd. ( Lakeland ) and Winton Global Lumber Ltd. ( Winton Global ). Lakeland and Winton Global own sawmills in the Prince George region of British Columbia and sell their wood chips to Canfor Pulp LP's Prince George pulp and paper operations. On October 1, 2010, Howe Sound Pulp and Paper Limited Partnership (now called 6382 Pulp and Paper Limited Partnership) ( HSLP ), in which Canfor holds a 49.99% interest, disposed of substantially all of its assets to a wholly owned subsidiary of Paper Excellence BV ( Paper Excellence ), a Netherlands subsidiary of Sinar Mas group of Indonesia. At the same time, Canfor disposed of all of its interests in Coastal Fibre Limited Partnership and its general partner ( CFLP ), in which Canfor held a 50% interest, to Paper Excellence. BUSINESS OF CANFOR Canfor is a Canadian integrated forest products company based in Vancouver, British Columbia, involved primarily in the lumber and panels business, with production facilities in British Columbia, Alberta, Québec and the United States. Canfor also has a 50.2% interest in the pulp and paper business owned by Canfor Pulp LP, a 50% interest in the panels business of Peace Valley OSB, and owns the Taylor pulp mill. The capacity and production figures set out in this Annual Information Form are presented as at December 31, As at December 31, 2010, Canfor employed approximately 3,370 persons in its wholly owned subsidiaries and approximately 1,320 in jointly owned operations for a total of approximately 4,690 employees. For a detailed breakdown of employees and related collective agreements, refer to segmented information below. Softwood lumber production facilities are located in British Columbia, Alberta, Québec and the United States with annual production capacity (including idled operations) at December 31, 2010 of approximately 4.8 billion board feet of lumber, 270 million square feet of plywood (3/8 inch basis) and one billion square feet of OSB (3/8 inch basis), including the Company s 50% share of Peace Valley OSB production. Canfor s products also include remanufactured and finger-jointed lumber, treated lumber, wood chips, wood pellets and logs. Canfor also holds a 50.2% interest in the pulp and paper business of Canfor Pulp LP with annual production capacity at December 31, 2010 of over one million tonnes of kraft pulp and 140,000 tonnes of kraft paper and a 100% interest in the Taylor pulp mill with an annual capacity of 210,000 tonnes of BCTMP. Canfor also holds approximately 15.7 million cubic metres of annual harvesting rights under its forest tenures and pulpwood agreements. Canfor's products are exported primarily to the United States, Asia and Europe. Canfor maintains wood products sales offices in Vancouver, Canada, Myrtle Beach, South Carolina, Tokyo, Japan and Shanghai, China, and pulp sales offices in Vancouver, Canada, Brussels, Belgium, and Tokyo, Japan, and is represented by sales representatives serving various other markets around the world. 4

6 General Development One of Canfor s primary objectives is to be the preferred supplier of wood products to the building industry around the world with particular focus on North America and Asia. Canfor is focused on increasing its building products business in global markets, including key offshore markets such as China and Japan, and on making higher value structural lumber and specialized products for specific customer needs. The Company is also committed to being a major supplier to the retail segment of the lumber market. Canfor s overall business strategy is to be a lumber industry leader with strong financial performance, accomplished through: Achieving and maintaining a low cost structure Optimizing the extraction of high-margin products and value from its available fibre sources Attaining world class supply chain performance Building strong long-term partnerships with valued customers Maintaining a strong financial position Fully engaging employees and utilizing their experience and expertise to maximize performance Capitalizing on attractive growth opportunities Canfor Pulp LP operates under separate senior management and Board, with its own business strategy of: Preserving its low-cost operating position Maintaining the premium quality of its products Opportunistically acquiring high quality assets During the past three financial years, Canfor has invested $266.8 million in capital expenditures. In addition, Canfor has added new products and rationalized some of its operations. The most significant events for Canfor over the past three fiscal years have been the following: Sale of the Howe Sound Mill by Howe Sound Pulp & Paper Limited Partnership (now called 6382 Pulp and Paper Limited Partnership) The Howe Sound Mill is a pulp and paper facility in Port Mellon, BC, capable of producing 400,000 tonnes of NBSK pulp and 230,000 tonnes of mechanical paper. This mill was owned and operated by HSLP, of which Canfor has a 49.99% interest. On October 1, 2010, HSLP completed the sale of substantially all of its assets including the Howe Sound Mill, and Canfor sold its 50% interest in CFLP and its general partner, to Paper Excellence, a Netherlands based unit of Sinar Mas group of Indonesia. As a result of the sale, Canfor recorded a gain of $5.5 million. Union Agreements In March 2010, Canfor reached an agreement with the United Steel Workers union. The agreement, expiring in 2013, was ratified by a majority of union members and affects 13 operations in British Columbia. The new agreement applies to approximately 2,300 Canfor employees. 5

7 In July 2009, Canfor reached an agreement with the Pulp, Paper and Woodworkers of Canada union, expiring in The new agreement applies to 138 employees at Canfor s Mackenzie sawmill. Capital Program On December 14, 2010, Canfor announced that it will be proceeding with a 2011 capital spending plan for its lumber business of $145 million, of which $120 million will be for improvement projects to its sawmilling facilities. The balance will be for maintenance projects. This is part of a three year strategic plan that calls for total investment in sawmill improvement projects of $300 million. Production Curtailments/Restarts In September 2010, Canfor announced that it will permanently close its Clear Lake lumber operation effective January 13, The annual production capacity of this operation is 130 million board feet of spruce-pine-fir ( SPF ) lumber. This closure was a result of the combination of challenging markets due to the protracted downturn in new home construction in the U.S. and a lack of economic long term fibre supply for the Clear Lake operation. As a result of weak market demand and pricing for softwood lumber, OSB, and plywood, the Company reduced its production volume significantly during the past three years. The downtime took the form of indefinite idling, shortened work weeks and/or reduced shifts in its operations in British Columbia, Quebec, North Carolina and South Carolina. The lumber and panel operations indefinitely idled from 2008 are: Indefinite idling of Vavenby, Radium and Rustad sawmills, which took effect midway through The annual production capacity of SPF lumber for these mills is approximately 810 million board feet. Based on board approval of mill modernization projects on February 11, 2011, it is anticipated that the Vavenby sawmill will restart in the third quarter of Indefinite idling of the Mackenzie sawmill, which took effect in the second quarter of The annual production capacity of SPF lumber for this mill is approximately 305 million board feet. The Mackenzie sawmill restarted operations on a single shift basis in late July 2009 and a second shift was added in February Indefinite idling of Chetwynd sawmill, which took effect in the first quarter of The annual production capacity of SPF lumber for this mill is approximately 220 million board feet. The Chetwynd sawmill restarted operations on a single shift basis in March 2010 and added a second shift in October Indefinite idling of the Polarboard OSB mill, which took effect in the second quarter of The annual panel production capacity of this mill is approximately 640 million square feet (3/8 basis). Indefinite idling of the Tackama plywood mill, which took effect in the fourth quarter of The annual panel production capacity of this mill is approximately 270 million square feet (3/8 basis). 6

8 Sale of New Westminster Property On February 13, 2009, Canfor completed the sale of a property located at New Westminster, British Columbia, for net proceeds of $46.0 million. The property was the site of Canfor s former Panel and Fibre operation, which was permanently closed at the beginning of The transaction resulted in a pre-tax gain of $44.6 million. Insurance Proceeds In the first quarter of 2008, a fire destroyed the chip screening and in-feed system at Canfor Pulp LP s Prince George Pulp and Paper mill. Construction of the replacement system was completed in Total insurance proceeds received, net of deductible, were $38 million. In May 2008, a fire at Canfor s North Central Plywoods ( NCP ) facility in the British Columbia interior completely destroyed the mill. The mill was insured for equivalent replacement value. Based on estimated insurance proceeds, net of the aggregate policy deductible of $2.3 million, and costs related to the fire, the Company recorded a pre-tax gain of $57.9 million in The Company received cash advances of $30.0 million from its insurer by the end of In 2009, a final settlement on the claim was made resulting in the Company receiving a further $33.2 million. Under the terms of the settlement, there were no conditions attached to the use of the proceeds. Trends, Events, Risks and Uncertainties For additional information regarding changes to Canfor s business expected in 2011 and known trends, commitments, events or uncertainties, see Canfor s 2010 Management s Discussion and Analysis, in particular, the Outlook and Risks and Uncertainties sections thereof, which are incorporated by reference herein. Business Segments Canfor s business is in two reportable segments: Lumber, and Pulp and Paper. The Lumber segment includes Canfor s sawmilling and remanufacturing operations and the Pulp and Paper segment includes the kraft pulp and kraft paper business of Canfor Pulp LP, in which Canfor has a 50.2% interest, and 100% of the Taylor Pulp mill, which was excluded from the Canfor Pulp LP spin-out transaction. Beginning in 2009, Canfor no longer reports the Panels business (which includes its plywood and OSB operations) as a separate reporting segment, given that all but one of the Company s panel operations are now indefinitely idled. 7

9 The following chart and notes outline Canfor's business segments and their respective principal operations as at December 31, Unless otherwise indicated in the diagram below, Canfor has a 100% interest in the operations referred to in each segment. Canfor Corporation (holding company) 100% Canadian Forest Products Ltd. Lumber Panels Pulp and Paper 13 sawmills in British Columbia, one in Alberta and one in Québec, with annual production capacity of 4.2 billion board feet. Four sawmills located in North and South Carolina with annual production capacity of 0.6 billion board feet, for a combined Company estimated capacity of 4.8 billion board feet. Other operations include one finger-jointing facility in North Carolina, one lumber remanufacturing facility located in Washington State, two lumber treating plants located in North Carolina and South Carolina and a wholelog chipping plant located in British Columbia. Woodlands operations with an allowable annual cut of 15.7 million m 3, of which 10.5 million m 3 relates to lumber operations. 60% interest in Houston Pellet Inc. in Houston, BC. Lumber sales and marketing. One plywood mill (Tackama) with annual production capacity of 270 million square feet (3/8 basis), which was idled indefinitely, effective the fourth quarter of An OSB mill (PolarBoard) with annual production capacity of 640 million square feet (3/8 basis), which was idled indefinitely, effective the second quarter of % interest in Peace Valley OSB LP mill with annual production capacity of 820 million square feet (3/8 basis) of OSB. 50.2% interest in three pulp mills with annual production capacity of over one million tonnes of kraft pulp, 140,000 tonnes of kraft paper and pulp and paper marketing. Taylor BCTMP pulp mill (100% interest) with annual production capacity of 210,000 tonnes. 8

10 The following table sets out, by business segment, Canfor s sales revenues from all production in 2010 (including 100% of the revenues of the pulp and paper business owned by Canfor Pulp LP and 50% of the revenues of the panels business of Peace Valley OSB): Year ended December (Millions of dollars) Lumber... $ 1,255.2 $ 1,118.3 Pulp and Paper... 1, Other (Panels) Total sales... $ 2,430.4 $ 2,075.8 The following table indicates the percentage composition of Canfor's consolidated sales revenues by market for the last two years (including 100% of the revenues of the pulp and paper business owned by Canfor Pulp LP and 50% of the revenues of the panels business of Peace Valley OSB): Year ended December Canada... 12% 15% United States... 46% 49% Europe... 8% 8% Asia... 32% 26% Other... 2% 2% Total % 100% 9

11 WOOD SUPPLY Timber Resources Canfor harvests timber under forest tenures held by it in British Columbia, northern Alberta and southern Québec, and has a total allowable annual cut ( AAC ) of approximately 15.7 million cubic metres. The forest tenures consist of both area-based and volume-based replaceable tenures and volumebased non-replaceable tenures. Canfor s Canadian wood fibre requirements are also met by open market purchases and exchanges of logs on either a spot or contract basis. The wood fibre requirements of New South in the U.S. are met through open market purchases from private timberland owners in North and South Carolina and adjacent states. The following table sets out Canfor's timber resources as at December 31, 2010: Productive Area (Hectares) Allowable Annual Cut (Cubic metres) British Columbia Tenures having regulated sustained yields (1) Area-based Tree Farm Licenses (2) ,860 1,268,608 Volume-based Forest Licenses (replaceable)... N/A 7,206,372 Forest Licenses (non-replaceable) (3) N/A 861,667 Pulpwood Agreements (nonreplaceable, includes PA1,3,7,12,14) N/A 5,171,000 Alberta Tenures having regulated sustained yields Forest Management Agreement (4) , ,000 Timber Quotas... N/A 230,081 Québec Tenures having regulated sustained yields Forest Management Agreement... N/A 190,000 Timber Supply and Forest Management Agreement... N/A 35,100 United States Timberland holdings (5)... Total... 2,335 1,233,382 N/A 15,677,828 Notes: (1) For an explanation of regulated sustained yields, see the section entitled Forest Management below. (2) Comprised of TFL 18 (Clearwater), TFL 30 (Sinclair), and TFL 48 (Chetwynd). (3) Includes 250,000 cubic metres ( m3 ) held jointly with the West Moberly First Nation and 30,000 m3 of 120,000m3 jointly held with West Fraser Timber Co. Ltd. ( West Fraser ) in Quesnel. (4) AAC increased in 2010 to deal with the Mountain Pine Beetle infestation. (See Wood Supply Timber Resources Mountain Pine Beetle ). (5) Private timberlands in Maine, U.S.A. Note: N/A denotes Not Applicable. 10

12 Canfor obtains additional wood fibre through contractual rights to purchase logs by way of business relationships with First Nations and other licensees. The Province of British Columbia owns approximately 95% of all timberlands in the province. Pursuant to the provisions of the Forest Act (British Columbia) ( Forest Act ), the Minister of Forests, Mines and Lands is empowered to grant various forms of tenure and to regulate forestry operations. A Tree Farm License ( TFL ) requires a licensee to undertake to manage an area of Crown forest land, often in combination with other forest land held by the licensee, to yield an annual cut on a regulated sustained yield basis. TFL's are granted for a 25-year term and, subject to satisfactory levels of performance, will be replaced every five to ten years with a new TFL having a 25-year term. Canfor's TFL 18 (Clearwater) and TFL 30 (Sinclair) were replaced in 2001 for a 25 year term. TFL 48 (Chetwynd) was replaced in 2009 for a 25 year term. A Forest License is a volume-based tenure, which authorizes a right to harvest a specified volume of timber each year within a particular timber supply area ( TSA ) and generally provides for 15-year terms. These licenses may be replaced every five to ten years for further 15-year terms, subject to satisfactory levels of performance. Canfor holds 11 replaceable Forest Licenses, under which it is continuing to harvest (in addition to four such licenses which have no remaining AAC as the result of reductions described below), all of which were replaced between 1998 and To date, the Government of British Columbia has offered, and Canfor has accepted, the replacement of all 11 Forest Licenses. Canfor holds five non-replaceable Forest Licenses, one expiring in each of 2013, 2014, 2017 and two expiring in Canfor also holds two non-replaceable Forest Licenses under joint venture agreements with West Moberly First Nations, which expire in 2023 and one with West Fraser in Quesnel, which expires in In addition, Canfor has five Pulpwood Agreements with the Province of British Columbia, which grant a holder the right to obtain licenses to harvest up to a specified volume of timber within a particular geographic area, subject to certain conditions. Canfor has the right, if necessary and subject to the terms of the Pulpwood Agreement, to supply the requirements of Canfor Pulp LP s three pulp mills at Prince George under Pulpwood Agreement No. 1, which expires in 2018, Pulpwood Agreement No. 3, which expires in 2020, and Pulpwood Agreement No. 7, which expires in None of these Pulpwood Agreements are replaceable under the Forest Act and Canfor has not needed to access timber under these or their predecessor agreements since Canfor also has the right under Pulpwood Agreement No. 12 to 500,000 cubic metres of deciduous timber per year in the Fort St. John TSA in connection with the Taylor Pulp Mill and the Peace Valley OSB mill in Fort St. John, and under Pulpwood Agreement No.14 up to 610,000 cubic metres of deciduous timber per year in the Fort Nelson TSA in connection with the Company s PolarBoard OSB mill in Fort Nelson. For each Forest License and TFL, an AAC is determined. The actual cut in any one year may vary from year to year provided that the actual cut over a five-year period does not exceed 110% of the aggregate AAC for that period. As required by the Forest Act, the provincial Chief Forester determines the AAC for each TFL and the total AAC in each TSA (which affects the AAC of Forest Licenses in that TSA) in the Province. The Chief Forester is required to repeat such determination every five years, but has the option of postponing a redetermination for a period of up to ten years after the last determination if he concludes that the AAC will not change significantly from the previous determination. The AAC reflects harvesting practices in the previous five years, timber conditions, regional and local economic and social interests and environmental considerations for these licenses and areas. 11

13 In northern Alberta, Canfor has a Forest Management Agreement ( FMA ) # under which it undertakes to manage a designated area of Crown forestland. This FMA was renewed in 1999 for a 20-year period. In June 2003, the Government of Alberta approved the Detailed Forest Management Plan for the FMA. In 2010 the coniferous AAC was increased from 640,400 to 715,000 to deal with the Mountain Pine Beetle infestation. The Province of Alberta also grants Timber Quotas having terms of 20 years and containing provisions for renewal. These quotas are intended to provide a continuous supply of timber in perpetuity. As a result of the amalgamation of forest management units by the Province of Alberta during 2004, Canfor now has four Timber Quotas, of which two expire in 2021 and two expire in Canfor's regulated sustained yield tenures in Alberta specify an AAC and an aggregate allowable cut over a five-year period. The actual cut during each five-year period must be at least 60% of the aggregate specified for that period for the tenure to remain in good standing. Canfor would be subject to significant levies if its production were to exceed 110% of the aggregate allowable cut for that period. In the Province of Québec, the Minister of Natural Resources and Wildlife has a number of tools for allocating timber harvesting rights and associated forest resource management responsibility. They include Timber Supply and Forest Management Agreements ( TSFMA ) and Forest Management Agreements ( FMA ). Both require the agreement holder to fulfill management obligations similar to those in British Columbia with regard to planning, monitoring and reporting activities. A TSFMA is a volume-based agreement that authorizes an owner of a wood processing mill to harvest an annual amount of volume from a specified timber supply area. A license holder is evaluated based on the collective forest management and environmental performance of all operators within the timber supply area and on the effective utilization of the allocated volume by the individual mill owner. An FMA is a volume-based agreement by which a single licensee is responsible for the management of a forest reserve where no TSFMA or Forest Management Contracts have been granted. Canfor acquired Daaquam and Produits Forestiers Anticosti Inc., two lumber and timber harvesting companies based in Québec in May Anticosti has woodlands and harvesting operations on Anticosti Island located in the Gulf of St. Lawrence and holds an FMA with an AAC of 190,000 cubic metres. The timber is sold on a market price basis with Daaquam having first right of refusal on 65,000 cubic metres. Daaquam maintains a TSFMA near Saint Just-de-Bretenières with an annual harvest allocation of 35,100 cubic metres. The Company secures an additional volume of wood for its Québec operations through procurement contracts with suppliers in Ontario, Québec and the U.S. Canfor is in substantial compliance with the harvesting terms of all of its tenure agreements in British Columbia, Alberta and Québec. Mountain Pine Beetle The infestation of the Mountain Pine Beetle has reached critical levels in many TSAs throughout the interior of British Columbia and in some of Canfor s operating areas. The impact of this outbreak is expected to affect the long-term timber supply in the interior of British Columbia. Given the nature and extent of the infestation, its long term operational and financial impact on Canfor is not quantifiable at this time, but could be significant. For additional information regarding the beetle infestation and its impact on Canfor and its operations, see the Company s 2010 Management s Discussion and Analysis, in particular, the Risks and Uncertainties Mountain Pine Beetle section thereof, which is incorporated by reference herein. 12

14 Aboriginal Issues The issues relating to Aboriginal rights and title and consultation continue to be heard, developed and resolved by Canadian courts at all levels. Canfor continues to cooperate, communicate and exchange information and views with Aboriginal groups in order to foster good relationships and minimize risks to its tenures, operations and operational plans, and will continue to participate with the Province in its consultations with Aboriginal groups. Due to their complexity, it is not expected that the issues regarding Aboriginal rights and title or consultation will be resolved in the short term and their impact, if any, on the timber supply from Crown lands and Canfor s tenures and operations is unknown at this time. For additional information regarding the Aboriginal issues and their impact on Canfor and its operations, see the Company s 2010 Management s Discussion and Analysis, in particular, the Risks and Uncertainties - Aboriginal Issues section thereof, which is incorporated by reference herein. Forest Management Canfor is responsible for all aspects of forest management on the lands within its TFL's in British Columbia. In Alberta, Canfor is responsible for all aspects of forest management on the lands covered by its FMA's except forest fire protection, which is a responsibility of the Province of Alberta. In Québec, Canfor is responsible for all aspects of forest management on lands specified within its FMA and TSFMA. The lands held under TFL's, FMA's, TSFMA's, Forest Licenses and Timber Quotas are managed on a sustained yield basis, whereby the volume of timber harvested is regulated according to the productive capacity of the land and the inventory of mature timber available for harvest. In British Columbia, Alberta and Québec, Canfor is responsible for reforestation of areas logged on all of its sustained yield tenures. The overall management of forestlands held under Forest Licenses and Timber Quotas is the responsibility of the respective Forest Services of British Columbia and Alberta. Canfor carries out its forest management responsibilities through a full compliment of registered professional foresters and technologists. As well, additional professional staff is hired on part-time and contract basis. This forestry staff is engaged in supervising all aspects of forest development including planning, road development, harvesting methods and forest protection, and in research and development programs to increase the yield of its forestlands and improve the quality of its timber resources. Canfor currently operates, directly or under contract, seed orchards for the genetic improvement of forest seed at Vernon, British Columbia, and at Grande Prairie, Alberta. Canfor was signatory to the Canadian Boreal Forest Agreement (CBFA) in May This is an agreement signifying a new era of joint leadership in the Boreal Forest. Nine environmental nongovernmental organizations ( ENGO ) groups and twenty one Forest Sector companies signed this agreement. The signatories wish to demonstrate leadership in developing and implementing a globally significant model for conservation and resource management in Canada s Boreal forests in a manner that sets the stage for joint action in relation to both Boreal Forest conservation and forest sector competitiveness. Customers of forest products companies increasingly require assurances that products purchased are derived from well-managed forests. Canfor has responded by implementing a comprehensive thirdparty sustainable forest management ( SFM ) certification strategy to verify the quality of its forest management practices. 13

15 Canfor retains an International Organization for Standardization ( ISO ) certification of its environmental management system for its forest operations, first obtained in 1999 and re-certified as required for subsequent three-year terms. In addition, Canfor retains certification under the Canadian Standards Association ( CSA ) standard for sustainable forest management (CAN/CSA Z809) for its FMA area at Grande Prairie, Alberta, for its TFL s at Chetwynd, Prince George and Vavenby, British Columbia, for its Forest Licenses at Fort St John, Houston, Prince George, Fort Nelson, Vanderhoof, Vavenby, Quesnel, Radium and Mackenzie, British Columbia and for its Pulpwood Agreements at Fort St John and Fort Nelson, British Columbia. At present, 96% of Canfor s AAC is certified to the ISO standards. Canfor received its continued registration under the CSAZ809 standard and ISO corporately in November Canfor has seen an increased interest from customers worldwide in understanding the origin of the products they purchase. Canfor continues to make significant progress in implementing a certified Program for Endorsement of Forest Certification ( PEFC ), Chain of Custody system to provide this information. PEFC is a global, independent non-government organization for the assessment and mutual recognition of forest certification schemes. Chain of Custody is the process of tracking forest products from their place of origin (forest) through all stages of transfer and production to the final consumer as an end product. The PEFC Chain of Custody system Canfor has put in place is able to track all of the Company s wood raw material and its certification status both from the Company s own managed forest tenures as well as those from outside suppliers. Canfor received a Chain of Custody Certificate (PEFC-certified) based on third quarter 2008 audits by the accounting firm KPMG LLP. This certificate, received December 1, 2008, covers the production of residual chips and whole log chips to the point of sale and the production of lumber and plywood to the point of sale from the following facilities: Chetwynd sawmill, Clear lake sawmill, Fort St. John sawmill, Grande Prairie sawmill, Houston sawmill, Rustad sawmill, Polar sawmill, Prince George chip plant, Prince George sawmill, Tackama Plywood mill, Plateau sawmill, Isle Pierre sawmill, Quesnel sawmill, Vavenby sawmill and Radium sawmill. Mackenzie sawmill received its Chain of Custody Certificate (PEFC-certified) in Wood Fibre Supply The wood fibre supply for Canfor's lumber, panels and pulp operations is obtained from logging of Canfor's forest tenures and purchasing logs and chips. Logs are also purchased from other tenure holders and from farmers, Aboriginal groups and other private landholders. Chips and waste materials are purchased from sawmills and other wood products producers. Often, Canfor trades logs with these sawmills and other wood products producers, receiving chips and waste materials in exchange. As part of the spin-out of its pulp and paper business in 2006 to Canfor Pulp LP, including its three pulp mills in the Prince George area, Canfor entered into residual wood chip and hog fuel agreements with Canfor Pulp LP (see Pulp and Paper ). 14

16 The following table sets out the volume of wood fibre produced and purchased, the volume of wood fibre consumed in Canfor's operations and the volume of wood fibre sold to other wood fibre consumers for the last two financial years: Year ended December (000 cubic metres) Production from Canfor s timber tenures and holdings Central / Northern Interior of British Columbia... 7,717 6,439 Northern Alberta Québec Total production... 8,822 7,363 Purchases Logs (Net)... 4,333 5,465 Chips... 2,980 2,534 Total purchases... 7,313 7,999 Total production and purchases... 16,135 15,362 Less trades and sales Logs Chips (1)... 1,522 1,419 Total traded and sales... 2,027 2,185 Total available for conversion into finished goods... 14,108 13,177 Total converted by Canfor, Canfor Pulp LP, Peace Valley OSB and HSLP into finished goods... 14,549 13,941 (1) Included in chip sales are 360,800 m3 ( ,266 m3) of chips sold by the Alberta operations, 161,926 m3 ( ,892 m3) of chips sold by the Québec operations and 810,304 m3 ( ,348 m3) of chips sold by the United States operations where Canfor does not have pulp mills. (2) During 2010, Canfor Pulp LP purchased 3,718,689 m3 (2009-3,646,552 m3) of chips from Canfor pursuant to the fibre supply agreements between them, which are not included in the above table. See Pulp and Paper. (3) Prior year column adjusted to exclude HSLP volume. Canfor has one whole-log chipping facility with available annual capacity of 362,000 oven-dried tonnes of chips, to supplement its supply of sawmill residual chips. Historically, Canfor Pulp LP has competed successfully for the chips required that cannot be supplied by Canfor s sawmills and timber tenures. It does not expect that this situation will change in

17 LUMBER Lumber Production Facilities As at December 31, 2010, Canfor owned thirteen sawmills in the Interior of British Columbia, one in Alberta, one in Québec, three in South Carolina and one in North Carolina. At December 31, 2010 Canfor s sawmills had annual production capacity of approximately 4.8 billion board feet of lumber. The majority of lumber produced by Canfor from its facilities is construction and specialty grade dimension lumber that ranges in size from one by three inches to two by twelve inches and in lengths from six to twenty-four feet. A portion of Canfor s lumber production is comprised of specialty products that command premium prices, including Square Edge lumber for the North American market, J-grade lumber for the Japanese market and machine stress rated ( MSR ) lumber that is used in engineering applications such as roof trusses and floor joists. As a by-product of Canfor s lumber production facilities, wood chips are produced from the portion of each log not converted into lumber. These wood chips are sold to pulp mills for use as their raw material, including to the Taylor pulp mill and to Canfor Pulp LP pursuant to fibre supply agreements entered into between Canfor and Canfor Pulp LP in connection with Canfor s spin-out of its pulp and paper business in 2006 (see Pulp and Paper ). In addition, Canfor extracts pulpwood from its northern forestry operations and converts this wood to chips for Canfor Pulp LP s pulp and paper operations and its Taylor pulp mill. Canfor s other operations include a lumber remanufacturing facility in Washington State, a whole-log chipping plant in British Columbia, and two lumber treating plants, a finger joint plant, and a trucking division in North and South Carolina. The Lumber segment also includes Canfor s wood products sales and marketing division, located in Vancouver and Canfor s 60% interest in Houston Pellet Inc., a joint venture with Pinnacle Pellet Inc. and the Moricetown Indian Band which has an annual capacity of 219,000 tonnes of wood pellets. The following table sets out Canfor's lumber production and sales for the last two years: Year ended December (MMfbm) (1) British Columbia... 2, ,430.2 Alberta Québec United States Total Production... 3, ,034.3 Sales (2)... 3, ,231.8 Note: (1) MMfbm denotes million foot board measure. (2) Excludes lumber not produced by Canfor (160 MMfbm in 2010 and 166 MMfbm in 2009) Canfor harvests logs from tenures located in the Interior region of British Columbia and northern Alberta to supply its lumber operations, with any shortfall in mill requirements being made up with wood purchased from these areas (see Wood Supply - Timber Resources above). Operations in Québec and 16

18 North and South Carolina rely mainly on purchased logs. The following table sets out the log production, log purchases and wood chip production for the last two years: Year ended December Log Production (m3) (1)... 8,821,445 7,362,838 Log Purchases (m3)... 4,450,835 5,573,147 Wood Chip Production (oven-dried tonnes)... 2,144,838 2,205,826 Wood Pellet Production (tonnes) , ,405 Note: (1) Log production in 2010 and 2009 was negatively impacted due to market related production curtailments. Production represents volume from the Company s tenures located in the interior region of British Columbia and in Alberta. Lumber Markets and Distribution Canfor markets lumber products throughout North America and overseas. In addition to its own production, Canfor markets lumber produced from independent mills and offshore countries to complement its product line. In 2010, approximately 54% of Canfor's lumber sales volumes were to United States markets (61% ) and 22% to Canadian markets (24% ). The remaining 24% (15% ) was sold to offshore markets, predominantly to China and Japan. Other offshore markets consisted of Taiwan, Korea, Europe, and the Middle East. In 2010 sales of SYP were up 19% from the previous year and SPF remained flat. Substantially all lumber destined for North America was shipped by truck or rail. For product transported offshore, over 99% was sent by container ship and less than 1% by breakbulk vessel. For detailed discussion of the markets for Canfor s lumber products see the Company s 2010 Management s Discussion and Analysis. Human Resources As at December 31, 2010, Canfor employed approximately 2,390 persons in its lumber operations in British Columbia, approximately 200 persons in Alberta, approximately 190 persons in Québec and approximately 590 persons in the United States. Of these, approximately 56% are covered by collective agreements with the United Steel Workers ( USW ), the Pulp, Paper and Woodworkers of Canada ( PPWC ) and the Communications, Energy and Paperworkers Union ( CEP ). The collective agreement with the USW (which represents the majority of the workers in the British Columbia operations, except as noted below) was renewed in 2010 and expires on July 1, The contract with the CEP, which represents workers at Canfor s Grande Prairie operation in Alberta, expired in February The Company reached a tentative agreement with the CEP in early February 2011, which is subject to a membership vote that is expected to take place in mid-february The contract with the PPWC, which represents workers at Canfor s Mackenzie operation, was renewed in 2009 and expires in June In 2010, the Company restarted the Chetwynd sawmill, which had been indefinitely idled. Workers at this operation are represented by the USW. 17

19 PULP AND PAPER On July 1, 2006, Canfor completed the separation of its pulp and paper business from its wood products business by transferring to Canfor Pulp LP its northern softwood kraft pulp and paper business, including its Northwood pulp mill, Intercontinental pulp mill and Prince George pulp and paper mill, together with associated management and employees. At that time, Canfor distributed a 20% indirect interest in Canfor Pulp LP to Canfor s shareholders and retained an 80% interest. On November 30, 2006, Canfor distributed a further 29.8% indirect interest in Canfor Pulp LP to its shareholders, retaining a 50.2% interest. Canfor Pulp LP now operates as a separate business from Canfor, with separate management, and in which all of the financing arranged by Canfor Pulp LP is without recourse to the Company. See Business of Canfor General Development. In connection with the spin-out, Canfor entered into a number of significant agreements with Canfor Pulp LP relating to the transfer of the pulp and paper business assets to Canfor Pulp LP, including: an Acquisition Agreement providing for the transfer of assets to, and the assumption of liabilities by, Canfor Pulp LP; an Exchange Agreement providing Canfor the right to exchange its Class B Exchangeable Limited Partnership Units in Canfor Pulp LP for Fund Units; and a Shareholders Agreement relating to, among other things, the appointment of directors and management of Canfor Pulp Holding Inc., the general partner of Canfor Pulp LP, the transfer of shares of the general partner and approval thresholds for certain corporate matters. For a detailed description of these agreements and certain other agreements relating to the spin-out, see the section entitled The Spin-out - Transfer of the Pulp Business and Related Agreements of the Company s Information Circular dated April 28, 2006, which is incorporated by reference herein. Under a plan of arrangement (the Arrangement ) approved by unitholders of Canfor Pulp LP in April, 2010, Canfor Pulp Income Fund (the Fund ) converted into a dividend paying public corporation named Canfor Pulp Products Inc. ( CPPI ). The conversion was completed effective January 1, Under the Arrangement, unitholders of the Fund received, for each unit of the Fund held, one common share of CPPI. As a result of the Arrangement certain of the agreements listed above were amended to reflect the fact that CPPI now owns directly the 49.8% interest in Canfor Pulp LP previously indirectly held by the Fund. The full text of these amended agreements can be found at Canfor s Taylor pulp mill was not included in the spin-out of the pulp and paper business and remains 100% owned by the Company. See Taylor Pulp Mill below. Canfor Pulp LP Production Facilities Canfor Pulp LP is a leading global supplier of pulp and paper products with operations based in Prince George, British Columbia. Canfor Pulp LP s strategy is to maximize cash flows and enhance the value of its assets by preserving its low cost operating position and maintaining the premium quality of its products. Canfor Pulp LP owns and operates three mills with annual capacity to produce over one million tonnes of northern softwood market kraft pulp, 90% of which is bleached to become northern bleached softwood kraft ( NBSK ) pulp for sale to the market, and approximately 140,000 tonnes of kraft paper. In connection with the spin-out of the pulp and paper business to Canfor Pulp LP, Canfor entered into fibre supply agreements under which Canfor has agreed to supply Canfor Pulp LP with annual quantities of residual wood chips and hog fuel produced at certain of its specified sawmills in the Prince George region. Prices paid by Canfor Pulp LP for residual wood chips are based on a pricing formula that results in Canfor Pulp LP paying market prices for wood chips, subject to adjustment to the formula to 18

20 reflect market conditions. Prices paid for hog fuel are based on market prices. Canfor Pulp LP is also entitled, upon giving three months notice to Canfor, to request Canfor to supply it with pulplogs or other pulpwood harvested from its woodlands operations, at market prices. These fibre supply agreements, together with supplemental agreements by Canfor Pulp LP with third parties for the supply of wood chips and hog fuel, are expected to satisfy all of the anticipated fibre requirements to operate Canfor Pulp LP s mills at their current capacity levels of operation. Under arrangements entered into with the Company in connection with the spin-out, Canfor Pulp LP also purchases, at cost, a number of administrative, accounting, legal and management services from Canfor under a partnership services agreement, which can be terminated, in whole or in part, on twelve months notice by either party. The following table sets forth pulp production and sales volumes for Canfor Pulp LP pulp mills for the last two years: Year ended December (000 tonnes) Pulp production... 1, ,006.8 Pulp sales... 1, ,044.6 The following table sets forth the kraft paper production and sales volumes for Canfor Pulp LP for the last two years: Year ended December (000 tonnes) Kraft paper production Kraft paper sales Canfor Pulp LP Markets and Distribution Canfor Pulp LP has a sales and marketing department staffed by full time marketing professionals who are responsible for global sales of all of the pulp produced by its mills through three regional offices. Canfor Pulp LP also sells the pulp produced by the Taylor pulp mill. Customers in the Americas are serviced through a Vancouver office, while European customers are serviced through a Brussels office. Asian customers (excluding Japanese customers) are generally serviced through long-term sales agents who have been granted exclusive territories. These sales agents generally realize a commission of between one and two percent of the net selling price of the pulp, with the fee varying depending on the selling price, services provided and the tonnage sold. A wholly-owned subsidiary of Canfor Pulp LP, Canfor Pulp Japan Corporation, markets and administers the pulp sales in Japan. In 2010, the approximate geographic distribution of Canfor Pulp LP s mills kraft pulp sales was 18% to the European market, 41% to Asia, and 41% to the Americas ( %, 46%, and 35%, respectively). 19

21 Premium 1 Papers, a sales and marketing partnership owned equally by Canfor Pulp LP and Tolko Marketing and Sales Ltd. ( Tolko ), is responsible for marketing all bleached and unbleached kraft paper products produced by Prince George Pulp and Paper operation in Prince George, British Columbia and Tolko s unbleached kraft paper mill in The Pas, Manitoba. Premium 1 Papers has approximately 16 full time marketing professionals. The approximate geographic distribution of kraft paper sales in 2010 was 66% in North America, 13% to Asia, and 21% to Europe/Middle East ( %, 9%, 15%, respectively). Canfor Pulp LP uses various modes of surface transportation to distribute its pulp and kraft paper products. In the case of pulp, nearly all is shipped from the mills by rail and each of the mills is serviced by at least one dedicated rail spur. In the case of kraft paper, due to the smaller average order size, a much higher percentage is shipped by truck, with the balance being shipped by rail. Products destined for overseas customers are loaded at one of three terminals in Vancouver and Montreal, and are then transported by breakbulk cargo vessel for European customers, and either breakbulk or container cargo vessels for Asian customers, depending on which mode is more cost-effective. The cost of transportation over the past three years has risen due to increasing fuel costs and the reduction in breakbulk capacity. Canfor Pulp LP is working to minimize the effect of these cost increases by optimizing its geographic pulp distribution. For a detailed discussion of the markets for Canfor Pulp LP s pulp and paper products, see the Company s 2010 Management s Discussion and Analysis, in particular, the Pulp and Paper Markets and 2010 Outlook Pulp and Paper Markets sections thereof, which are incorporated by reference herein. Further information can be obtained from CPPI s 2011 annual information form, which can be obtained on SEDAR (Systems for Electronic Document Analysis and Retrieval) at Canfor Pulp LP Human Resources As at December 31, 2010, Canfor Pulp LP employed approximately 1,160 people in its operations and approximately 75% of these employees are hourly employees covered by collective agreements with the CEP and the PPWC. Negotiations with the CEP and PPWC for the renewal of the collective agreements were successfully concluded and ratified in 2008 for the term of four years expiring on April 30, Taylor Pulp Mill The Taylor pulp mill produces both hardwood and softwood bleached chemi-thermo mechanical pulp ( BCTMP ) using wood chips from northern white spruce softwood and aspen hardwood species. The mill is located near Taylor, British Columbia. The Taylor pulp mill was not included in the Canfor Pulp LP spin-out transaction. 20