ATGFF 40-F DEF-14A Report Dec. 31, 2022

ALTAGAS LTD.

atgff-20221231

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 40-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934.

☒ 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:			333-225606

ALTAGAS LTD.

(Exact name of Registrant as specified in its charter)

Canada

(Province or other jurisdiction of incorporation or organization)


1311			Not Applicable
(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

1700, 355-4th Avenue S.W.

Calgary, Alberta T2P 0J1, Canada

(403) 691-7575

(Address and telephone number of Registrant’s principal executive offices)

AltaGas Services (U.S.) Inc.

1000 Maine Ave.

Washington DC 20024

(703) 750-4400

(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.

None

(Title of Class)

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

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 issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

There were 281,531,833 Common Shares, of no par value, outstanding as of December 31, 2022.

Indicate by check mark whether the Registrant (1) has filed all reports 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 filing requirements for the past 90 days.

Yes ☒ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 o

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. ☐

This Annual Report on Form 40-F shall be incorporated by reference into or as an exhibit to, as applicable, the Registrant’s Registration Statement on Form F-10 (File No. 333-253122) and under the Securities Act of 1933, as amended ("Securities Act").

PRINCIPAL DOCUMENTS

The following documents have been filed as part of this Annual Report on Form 40-F as Exhibits hereto and are incorporated by reference herein:

A.Annual Information Form

The Annual Information Form of AltaGas Ltd. (the “Registrant”) for the fiscal year ended December 31, 2022 is included as Exhibit 13.1 of this Annual Report on Form 40-F.

B.Management's Discussion and Analysis and Audited Annual Financial Statements

The Registrant’s Management’s Discussion and Analysis for the year ended December 31, 2022 and audited consolidated financial statements for the fiscal year ended December 31, 2022, including the auditor’s report with respect thereto, are included as Exhibit 13.2 of this Annual Report on Form 40-F.

CERTIFICATIONS AND DISCLOSURE REGARDING CONTROLS AND PROCEDURES

Certifications. See Exhibits 31.1, 31.2, 32.1, and 32.2 to this Annual Report on Form 40-F.

Disclosure Controls and Procedures. The Registrant maintains disclosure controls and procedures and internal control over financial reporting designed to ensure that information required to be disclosed in the Registrant’s filings under the Securities Exchange Act of 1934, as amended ("Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”). The Registrant’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), after having evaluated the effectiveness of the Registrant’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report on Form 40-F, have concluded that, as of such date, the Registrant’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Registrant in reports that the Registrant files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and (ii) accumulated and communicated to management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. However, as recommended by the Commission in its adopting release for the rules governing the disclosure and control procedures discussed above, the Registrant will continue to periodically evaluate its disclosure controls and procedures and will make modifications from time to time as deemed necessary to ensure that information is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

The Registrant’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and, as indicated in the preceding paragraph, the CEO and CFO believe that the Registrant’s disclosure controls and procedures are effective at that reasonable assurance level, although the CEO and CFO do not expect that the disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Management Report on Internal Control over Financial Reporting: The Registrant’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The Registrant’s internal control framework is based on the criteria published in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. The Registrant’s management, including the CEO and CFO, evaluated the effectiveness of the Registrant’s internal control over financial reporting as at December 31, 2022 and concluded that the Registrant’s internal control over financial reporting is effective as at December 31, 2022.

Auditor’s Attestation Report: This annual report does not include an attestation report of the Registrant's registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Registrant's registered public accounting firm pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). The Dodd-Frank Act permits a “non-accelerated filer” to provide only management's report on internal control over financial reporting in an annual report and omit an attestation report of the issuer's registered public accounting firm regarding management's report on internal control over financial reporting.

Changes in Internal Control Over Financial Reporting: During the fiscal year ended December 31, 2022, there were no changes in the Registrant’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

NOTICES PURSUANT TO REGULATION BTR

None.

IDENTIFICATION OF THE AUDIT COMMITTEE

The Registrant has a separately-designated standing audit committee (the "Audit Committee") established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are: Linda G. Sullivan, Robert B. Hodgins, Cynthia Johnston, and Nancy G. Tower.

AUDIT COMMITTEE FINANCIAL EXPERTS

The board of directors of the Registrant has determined that Linda G. Sullivan, the chair of the Audit Committee, qualifies as an audit committee financial expert for purposes of paragraph (8) of General Instruction B to Form 40-F. Details of her relevant experience is included under the heading “Audit Committee - Relevant Education and Experience” at page 49 of the Registrant’s Annual Information Form for the fiscal year ended December 31, 2022, filed as part of this Annual Report on Form 40-F in Exhibit 13.1. The Commission has indicated that the designation of Linda G. Sullivan as an audit committee financial expert does not (i) make her an “expert” for any purpose, including without limitation for purposes of Section 11 of the Securities Act, (ii) impose on her any duties, obligations or liabilities that are greater than those imposed on members of the Audit Committee and the board of directors who do not carry this designation or identification or (iii) affect the duties, obligations or liabilities of any other member of the Audit Committee or the board of directors. The board of directors has

further determined that each of Linda G. Sullivan, Robert B. Hodgins, Cynthia Johnston, and Nancy G. Tower is independent, as that term is defined in the Corporate Governance Listing Standards of the New York Stock Exchange.

ADDITIONAL DISCLOSURE

Code of Ethics

The Registrant has adopted a “code of ethics” (as that term is defined in paragraph (9) of General Instruction B to Form 40-F), entitled the “Code of Business Ethics”, that applies to directors, officers, employees, contractors, consultants, representatives and agents of the Registrant including its principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. During the fiscal year ended December 31, 2022, there were no waivers, including implicit waivers, or amendments granted from any provision of the Code of Business Ethics.

The Code of Business Ethics is available for viewing on the Registrant’s website at www.altagas.ca.

Principal Accountant Fees and Services

The Registrant’s auditor is Ernst & Young LLP (Calgary, AB, Canada, PCAOB ID: 01263).

The required disclosure is included under the heading “Audit Committee - External Auditor Service Fees by Category” at page 50 of the Registrant’s Annual Information Form for the fiscal year ended December 31, 2022, filed as part of this Annual Report on Form 40-F in Exhibit 13.1.

Pre-Approval Policies and Procedures

The Audit Committee pre-approves all audit services to be provided to the Registrant by its independent auditors. The Audit Committee’s policy regarding the pre-approval of non-audit services to be provided to the Registrant by its independent auditors is that all such services shall be pre-approved by the Audit Committee. All non-audit services performed by the Registrant's independent auditors for the fiscal year ended December 31, 2022 have been pre-approved by the Audit Committee.

Off-Balance Sheet Arrangements

The Registrant has no off-balance sheet arrangements as described in paragraph (11) of General Instruction B to Form 40-F.

Tabular Disclosure of Contractual Obligations

The required disclosure is included under the heading “Contractual Obligations” in the Registrant’s Management’s Discussion and Analysis for the year ended December 31, 2022, filed as part of this Annual Report on Form 40-F in Exhibit 13.2.

Mine Safety Disclosure.

Not applicable.

UNDERTAKING

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Registrant has previously filed with the Commission a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.

Any changes to the name or address of the agent for service of process of the Registrant shall be communicated promptly to the Commission by an amendment to the Form F-X referencing the file number of the Registrant.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant 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: March 2, 2023


			AltaGas Ltd.
			By:			/s/ Randall L. Crawford
			Name:			Randall L. Crawford
			Title:			President and Chief Executive Officer

EXHIBIT INDEX


13.1			2022 Annual Information Form dated March 1 , 2023 for the fiscal year ended December 31, 2022
13.2			Management's Discussion and Analysis for the year ended December 31, 2022 and audited consolidated financial statements for the fiscal year ended December 31, 2022
23.1			Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
31.1			Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act
31.2			Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act
32.1			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101			Interactive Data File

TABLE OF CONTENTS

Exhibits

13.1 2022 Annual Information Form dated March1, 2023 for the fiscal year ended December 31, 2022 13.2 Management's Discussion and Analysis for the year ended December 31, 2022 and audited consolidated financial statements for the fiscal year ended December 31, 2022 23.1 Consent of Ernst Young LLP, Independent Registered Public Accounting Firm 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

ATGFF 40-F Report ended Dec. 31, 2022

Exhibits