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WEYERHAEUSER CO - Quarter Report: 2019 June (Form 10-Q)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2019

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM              TO             

COMMISSION FILE NUMBER: 1-4825

 

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in its charter)

 

 

Washington

 

91-0470860

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

 

 

 

220 Occidental Avenue South

Seattle, Washington

 

98104-7800

(Address of principal executive offices)

 

(Zip Code)

 

(206) 539-3000

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $1.25 per share

 

WY

 

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 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 such files).      Yes      No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

Emerging growth company

 

 

 

 

If an emerging growth company, 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No

As of July 22, 2019, 744,929,499 shares of the registrant’s common stock ($1.25 par value) were outstanding.

 

 


 

TABLE OF CONTENTS

 

PART I

FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS:

 

 

CONSOLIDATED STATEMENT OF OPERATIONS

1

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

2

 

CONSOLIDATED BALANCE SHEET

3

 

CONSOLIDATED STATEMENT OF CASH FLOWS

4

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

5

 

INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

16

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

28

ITEM 4.

CONTROLS AND PROCEDURES

28

 

 

 

PART II

OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS

28

ITEM 1A.

RISK FACTORS

28

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

28

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

28

ITEM 4.

MINE SAFETY DISCLOSURES

28

ITEM 5.

OTHER INFORMATION

28

ITEM 6.

EXHIBITS

29

 

SIGNATURE

30

 

 

 

 


 

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

 

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

 

 

 

QUARTER ENDED

 

 

YEAR-TO-DATE ENDED

 

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES

 

JUNE 2019

 

 

JUNE 2018

 

 

JUNE 2019

 

 

JUNE 2018

 

Net sales (Note 3)

 

$

1,692

 

 

$

2,065

 

 

$

3,335

 

 

$

3,930

 

Costs of sales

 

 

1,390

 

 

 

1,447

 

 

 

2,712

 

 

 

2,795

 

Gross margin

 

 

302

 

 

 

618

 

 

 

623

 

 

 

1,135

 

Selling expenses

 

 

21

 

 

 

23

 

 

 

42

 

 

 

46

 

General and administrative expenses

 

 

80

 

 

 

80

 

 

 

169

 

 

 

158

 

Research and development expenses

 

 

2

 

 

 

2

 

 

 

3

 

 

 

4

 

Other operating costs, net (Note 15)

 

 

13

 

 

 

37

 

 

 

49

 

 

 

47

 

Operating income

 

 

186

 

 

 

476

 

 

 

360

 

 

 

880

 

Non-operating pension and other postretirement benefit costs

 

 

(10

)

 

 

(13

)

 

 

(480

)

 

 

(37

)

Interest income and other

 

 

6

 

 

 

11

 

 

 

16

 

 

 

23

 

Interest expense, net of capitalized interest

 

 

(91

)

 

 

(92

)

 

 

(198

)

 

 

(185

)

Earnings (loss) before income taxes

 

 

91

 

 

 

382

 

 

 

(302

)

 

 

681

 

Income taxes (Note 16)

 

 

37

 

 

 

(65

)

 

 

141

 

 

 

(95

)

Net earnings (loss)

 

$

128

 

 

$

317

 

 

$

(161

)

 

$

586

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share, basic and diluted (Note 4)

 

$

0.17

 

 

$

0.42

 

 

$

(0.22

)

 

$

0.77

 

Weighted average shares outstanding (in thousands) (Note 4):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

745,486

 

 

 

757,829

 

 

 

746,041

 

 

 

757,317

 

Diluted

 

 

746,232

 

 

 

760,533

 

 

 

746,041

 

 

 

759,992

 

 

See accompanying Notes to Consolidated Financial Statements.

1


 

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)

 

 

 

QUARTER ENDED

 

 

YEAR-TO-DATE ENDED

 

DOLLAR AMOUNTS IN MILLIONS

 

JUNE 2019

 

 

JUNE 2018

 

 

JUNE 2019

 

 

JUNE 2018

 

Net earnings (loss)

 

$

128

 

 

$

317

 

 

$

(161

)

 

$

586

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

11

 

 

 

(16

)

 

 

25

 

 

 

(31

)

Changes in unamortized actuarial loss, net of tax expense of $9, $63, $120, and $82

 

 

29

 

 

 

199

 

 

 

373

 

 

 

253

 

Changes in unamortized net prior service credit, net of tax benefit of $0, $1, $0 and $1

 

 

(1

)

 

 

 

 

 

(1

)

 

 

(1

)

Total other comprehensive income

 

 

39

 

 

 

183

 

 

 

397

 

 

 

221

 

Total comprehensive income

 

$

167

 

 

$

500

 

 

$

236

 

 

$

807

 

 

See accompanying Notes to Consolidated Financial Statements.

2


 

WEYERHAEUSER COMPANY

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

 

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER SHARE DATA

 

JUNE 30, 2019

 

 

DECEMBER 31, 2018

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

212

 

 

$

334

 

Receivables, less discounts and allowances of $1 and $1

 

 

408

 

 

 

337

 

Receivables for taxes

 

 

157

 

 

 

137

 

Inventories (Note 5)

 

 

425

 

 

 

389

 

Prepaid expenses and other current assets

 

 

132

 

 

 

152

 

Current restricted financial investments held by variable interest entities (Note 6)

 

 

362

 

 

 

253

 

Total current assets

 

 

1,696

 

 

 

1,602

 

Property and equipment, less accumulated depreciation of $3,437 and $3,376

 

 

1,901

 

 

 

1,857

 

Construction in progress

 

 

134

 

 

 

136

 

Timber and timberlands at cost, less depletion

 

 

12,516

 

 

 

12,671

 

Minerals and mineral rights, less depletion

 

 

288

 

 

 

294

 

Deferred tax assets

 

 

33

 

 

 

15

 

Other assets

 

 

461

 

 

 

312

 

Restricted financial investments held by variable interest entities (Note 6)

 

 

 

 

 

362

 

Total assets

 

$

17,029

 

 

$

17,249

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Current maturities of long-term debt (Note 9)

 

$

 

 

$

500

 

Current debt (nonrecourse to the company) held by variable interest entities (Note 6)

 

 

302

 

 

 

302

 

Borrowings on line of credit (Note 9)

 

 

140

 

 

 

425

 

Accounts payable

 

 

271

 

 

 

222

 

Accrued liabilities (Note 8)

 

 

510

 

 

 

490

 

Total current liabilities

 

 

1,223

 

 

 

1,939

 

Long-term debt (Note 9)

 

 

6,153

 

 

 

5,419

 

Deferred tax liabilities

 

 

17

 

 

 

43

 

Deferred pension and other postretirement benefits (Note 7)

 

 

515

 

 

 

527

 

Other liabilities

 

 

397

 

 

 

275

 

Total liabilities

 

 

8,305

 

 

 

8,203

 

Commitments and contingencies (Note 11)

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

 

Common shares: $1.25 par value; authorized 1,360 million shares; issued and outstanding: 744,905 thousand shares at June 30, 2019 and 746,391 thousand shares at December 31, 2018

 

 

931

 

 

 

933

 

Other capital

 

 

8,130

 

 

 

8,172

 

Retained earnings

 

 

418

 

 

 

1,093

 

Accumulated other comprehensive loss (Note 12)

 

 

(755

)

 

 

(1,152

)

Total equity

 

 

8,724

 

 

 

9,046

 

Total liabilities and equity

 

$

17,029

 

 

$

17,249

 

 

See accompanying Notes to Consolidated Financial Statements.

3


 

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

 

 

 

YEAR-TO-DATE ENDED

 

DOLLAR AMOUNTS IN MILLIONS

 

JUNE 2019

 

 

JUNE 2018

 

Cash flows from operations:

 

 

 

 

 

 

 

 

Net earnings (loss)

 

$

(161

)

 

$

586

 

Noncash charges to earnings (loss):

 

 

 

 

 

 

 

 

Depreciation, depletion and amortization

 

 

247

 

 

 

239

 

Basis of real estate sold

 

 

81

 

 

 

34

 

Deferred income taxes, net

 

 

(166

)

 

 

25

 

Pension and other postretirement benefits (Note 7)

 

 

496

 

 

 

55

 

Share-based compensation expense

 

 

16

 

 

 

18

 

Change in:

 

 

 

 

 

 

 

 

Receivables, less allowances

 

 

(87

)

 

 

(101

)

Receivables and payables for taxes

 

 

(25

)

 

 

15

 

Inventories

 

 

(32

)

 

 

(36

)

Prepaid expenses

 

 

3

 

 

 

(1

)

Accounts payable and accrued liabilities

 

 

45

 

 

 

(70

)

Pension and postretirement benefit contributions and payments

 

 

(27

)

 

 

(32

)

Other

 

 

(8

)

 

 

1

 

Net cash from operations

 

 

382

 

 

 

733

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Capital expenditures for property and equipment

 

 

(112

)

 

 

(144

)

Capital expenditures for timberlands reforestation

 

 

(31

)

 

 

(34

)

Proceeds from note receivable held by variable interest entities (Note 6)

 

 

253

 

 

 

 

Other

 

 

19

 

 

 

29

 

Net cash from (used in) investing activities

 

 

129

 

 

 

(149

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Cash dividends on common shares

 

 

(507

)

 

 

(485

)

Net proceeds from issuance of long-term debt (Note 9)

 

 

739

 

 

 

 

Payments on long-term debt (Note 9)

 

 

(512

)

 

 

(62

)

Proceeds from borrowings on line of credit (Note 9)

 

 

385

 

 

 

 

Payments on line of credit (Note 9)

 

 

(670

)

 

 

 

Proceeds from exercise of stock options

 

 

4

 

 

 

48

 

Repurchases of common shares (Note 4)

 

 

(60

)

 

 

 

Other

 

 

(12

)

 

 

(8

)

Net cash used in financing activities

 

 

(633

)

 

 

(507

)

Net change in cash and cash equivalents

 

 

(122

)

 

 

77

 

Cash and cash equivalents at beginning of period

 

 

334

 

 

 

824

 

Cash and cash equivalents at end of period

 

$

212

 

 

$

901

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

Interest, net of amount capitalized of $2 and $6

 

$

187

 

 

$

172

 

Income taxes

 

$

51

 

 

$

58

 

 

See accompanying Notes to Consolidated Financial Statements.

4


 

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(UNAUDITED)

 

 

QUARTER ENDED

 

 

YEAR-TO-DATE ENDED

 

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER SHARE DATA

JUNE 2019

 

 

JUNE 2018

 

 

JUNE 2019

 

 

JUNE 2018

 

Common shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

$

931

 

 

$

946

 

 

$

933

 

 

$

944

 

Issued for exercised stock options and vested restricted stock units

 

 

 

 

1

 

 

 

1

 

 

 

3

 

Repurchases of common shares (Note 4)

 

 

 

 

 

 

 

(3

)

 

 

 

Balance at end of period

 

931

 

 

 

947

 

 

 

931

 

 

 

947

 

Other Capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

8,121

 

 

 

8,466

 

 

 

8,172

 

 

 

8,439

 

Issued for exercise of stock options

 

2

 

 

 

22

 

 

 

4

 

 

 

46

 

Repurchases of common shares (Note 4)

 

 

 

 

 

 

 

(57

)

 

 

 

Shared-based compensation

 

7

 

 

 

9

 

 

 

16

 

 

 

18

 

Other transactions, net

 

 

 

 

(1

)

 

 

(5

)

 

 

(7

)

Balance at end of period

 

8,130

 

 

 

8,496

 

 

 

8,130

 

 

 

8,496

 

Retained Earnings:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

543

 

 

 

1,365

 

 

 

1,093

 

 

 

1,078

 

Net earnings (loss)

 

128

 

 

 

317

 

 

 

(161

)

 

 

586

 

Dividends on common shares

 

(253

)

 

 

(243

)

 

 

(507

)

 

 

(485

)

Adjustments related to accounting pronouncements and other

 

 

 

 

2

 

 

 

(7

)

 

 

262

 

Balance at end of period

 

418

 

 

 

1,441

 

 

 

418

 

 

 

1,441

 

Accumulated other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

(794

)

 

 

(1,786

)

 

 

(1,152

)

 

 

(1,562

)

Other comprehensive income (loss)

 

39

 

 

 

183

 

 

 

397

 

 

 

221

 

Adjustments related to accounting pronouncements and other

 

 

 

 

 

 

 

 

 

 

(262

)

Balance at end of period (Note 12)

 

(755

)

 

 

(1,603

)

 

 

(755

)

 

 

(1,603

)

Total equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at end of period

$

8,724

 

 

$

9,281

 

 

$

8,724

 

 

$

9,281

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends paid per common share

$

0.34

 

 

$

0.32

 

 

$

0.68

 

 

$

0.64

 

 

See accompanying Notes to Consolidated Financial Statements.

5


 

INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1:

BASIS OF PRESENTATION

7

 

 

 

NOTE 2:

BUSINESS SEGMENTS

7

 

 

 

NOTE 3:

REVENUE RECOGNITION

8

 

 

 

NOTE 4:

NET EARNINGS (LOSS) PER SHARE AND SHARE REPURCHASES

8

 

 

 

NOTE 5:

INVENTORIES

9

 

 

 

NOTE 6:

VARIABLE INTEREST ENTITIES

10

 

 

 

NOTE 7:

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

10

 

 

 

NOTE 8:

ACCRUED LIABILITIES

11

 

 

 

NOTE 9:

LONG-TERM DEBT AND LINE OF CREDIT

11

 

 

 

NOTE 10:

FAIR VALUE OF FINANCIAL INSTRUMENTS

11

 

 

 

NOTE 11:

LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES

11

 

 

 

NOTE 12:

ACCUMULATED OTHER COMPREHENSIVE LOSS

12

 

 

 

NOTE 13:

SHARE-BASED COMPENSATION

12

 

 

 

NOTE 14:

LEASES

13

 

 

 

NOTE 15:

OTHER OPERATING COSTS, NET

14

 

 

 

NOTE 16:

INCOME TAXES

15

 

6


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE QUARTERS and YEARS-TO-DATE ENDED JUNE 30, 2019 AND 2018

 

NOTE 1: BASIS OF PRESENTATION

Our consolidated financial statements provide an overall view of our results of operations and financial condition. They include our accounts and the accounts of entities we control, including:

majority-owned domestic and foreign subsidiaries and

variable interest entities in which we are the primary beneficiary.

They do not include our intercompany transactions and accounts, which are eliminated.

Throughout these Notes to Consolidated Financial Statements, unless specified otherwise, references to “Weyerhaeuser,” “we,” “the company” and “our” refer to the consolidated company.

The accompanying unaudited Consolidated Financial Statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods presented. Except as otherwise disclosed in these Notes to Consolidated Financial Statements, such adjustments are of a normal, recurring nature. The Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial statements. Certain information and footnote disclosures normally included in our annual Consolidated Financial Statements have been condensed or omitted. These quarterly Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2018. Results of operations for interim periods should not necessarily be regarded as indicative of the results that may be expected for the full year.

 

 

NOTE 2: BUSINESS SEGMENTS

We are principally engaged in growing and harvesting timber; manufacturing, distributing, and selling products made from trees; maximizing the value of every acre we own through the sale of higher and better use (HBU) properties; and monetizing reserves of minerals, oil, gas, coal, and other natural resources on our timberlands. Our business segments are categorized based primarily on products and services which includes:

Timberlands – logs, timber and leased recreational access;

Real Estate & ENR – sales of HBU properties, rights to explore for and extract hard minerals, construction materials, oil and gas production, wind, solar and coal; and

Wood Products – softwood lumber, engineered wood products, structural panels, medium density fiberboard and building materials distribution.

A reconciliation of our business segment information to the respective information in the Consolidated Statement of Operations is as follows:

 

 

 

QUARTER ENDED

 

 

YEAR-TO-DATE ENDED

 

DOLLAR AMOUNTS IN MILLIONS

 

JUNE 2019

 

 

JUNE 2018

 

 

JUNE 2019

 

 

JUNE 2018

 

Sales to unaffiliated customers:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timberlands(1)

 

$

401

 

 

$

476

 

 

$

832

 

 

$

966

 

Real Estate & ENR

 

 

81

 

 

 

58

 

 

 

199

 

 

 

109

 

Wood Products(1)

 

 

1,210

 

 

 

1,531

 

 

 

2,304

 

 

 

2,855

 

 

 

 

1,692

 

 

 

2,065

 

 

 

3,335

 

 

 

3,930

 

Intersegment sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timberlands(1)

 

 

131

 

 

 

139

 

 

 

256

 

 

 

281

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total sales

 

 

1,823

 

 

 

2,204

 

 

 

3,591

 

 

 

4,211

 

Intersegment eliminations(1)

 

 

(131

)

 

 

(139

)

 

 

(256

)

 

 

(281

)

Total

 

$

1,692

 

 

$

2,065

 

 

$

3,335

 

 

$

3,930

 

Net contribution to earnings (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timberlands

 

$

102

 

 

$

161

 

 

$

222

 

 

$

350

 

Real Estate & ENR

 

 

35

 

 

 

22

 

 

 

90

 

 

 

47

 

Wood Products

 

 

81

 

 

 

329

 

 

 

150

 

 

 

599

 

 

 

 

218

 

 

 

512

 

 

 

462

 

 

 

996

 

Unallocated items(2)

 

 

(36

)

 

 

(38

)

 

 

(566

)

 

 

(130

)

Net contribution to earnings (loss)

 

 

182

 

 

 

474

 

 

 

(104

)

 

 

866

 

Interest expense, net of capitalized interest

 

 

(91

)

 

 

(92

)

 

 

(198

)

 

 

(185

)

Earnings (loss) before income taxes

 

 

91

 

 

 

382

 

 

 

(302

)

 

 

681

 

Income taxes

 

 

37

 

 

 

(65

)

 

 

141

 

 

 

(95

)

Net earnings (loss)

 

$

128

 

 

$

317

 

 

$

(161

)

 

$

586

 

 

(1)

In January 2019, we changed the way we report our Canadian Forestlands operations, which are primarily operated to supply Weyerhaeuser’s Canadian Wood Products manufacturing facilities. As a result, we no longer report related intersegment sales in the Timberlands segment and we will now record the minimal associated third-party log sales in the Wood Products segment. These collective transactions did not contribute any earnings to the Timberlands segment. We have conformed prior year presentations with the current year.

(2)

Unallocated items are gains or charges not related to, or allocated to, an individual operating segment. They include all or a portion of items such as share-based compensation, pension and postretirement costs, elimination of intersegment profit in inventory and LIFO, foreign exchange transaction gains and losses, interest income and other as well as legacy obligations.

 

 

7


 

NOTE 3: REVENUE RECOGNITION

A reconciliation of revenue recognized by our major products:

 

 

 

QUARTER ENDED

 

 

YEAR-TO-DATE ENDED

 

DOLLAR AMOUNTS IN MILLIONS

 

JUNE 2019

 

 

JUNE 2018

 

 

JUNE 2019

 

 

JUNE 2018

 

Net sales to unaffiliated customers:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timberlands Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Delivered logs(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic sales

 

$

104

 

 

$

136

 

 

$

205

 

 

$

273

 

Export grade sales

 

 

90

 

 

 

126

 

 

 

194

 

 

 

255

 

Subtotal West

 

 

194

 

 

 

262

 

 

 

399

 

 

 

528

 

South

 

 

156

 

 

 

158

 

 

 

315

 

 

 

315

 

North

 

 

17

 

 

 

20

 

 

 

46

 

 

 

45

 

Subtotal delivered logs sales

 

 

367

 

 

 

440

 

 

 

760

 

 

 

888

 

Stumpage and pay-as-cut timber

 

 

10

 

 

 

11

 

 

 

19

 

 

 

26

 

Recreational and other lease revenue

 

 

15

 

 

 

14

 

 

 

30

 

 

 

28

 

Other(2)

 

 

9

 

 

 

11

 

 

 

23

 

 

 

24

 

Net sales attributable to Timberlands segment

 

 

401

 

 

 

476

 

 

 

832

 

 

 

966

 

Real Estate & ENR Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate

 

 

59

 

 

 

38

 

 

 

155

 

 

 

72

 

Energy and natural resources

 

 

22

 

 

 

20

 

 

 

44

 

 

 

37

 

Net sales attributable to Real Estate & ENR segment

 

 

81

 

 

 

58

 

 

 

199

 

 

 

109

 

Wood Products Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Structural lumber

 

 

495

 

 

 

681

 

 

 

939

 

 

 

1,250

 

Oriented strand board

 

 

156

 

 

 

277

 

 

 

316

 

 

 

509

 

Engineered solid section

 

 

134

 

 

 

139

 

 

 

250

 

 

 

268

 

Engineered I-joists

 

 

86

 

 

 

92

 

 

 

156

 

 

 

170

 

Softwood plywood

 

 

44

 

 

 

55

 

 

 

88

 

 

 

105

 

Medium density fiberboard

 

 

45

 

 

 

47

 

 

 

83

 

 

 

90

 

Complementary building products

 

 

167

 

 

 

160

 

 

 

304

 

 

 

297

 

Other(3)

 

 

83

 

 

 

80

 

 

 

168

 

 

 

166

 

Net sales attributable to Wood Products segment

 

 

1,210

 

 

 

1,531

 

 

 

2,304

 

 

 

2,855

 

Total net sales

 

$

1,692

 

 

$

2,065

 

 

$

3,335

 

 

$

3,930

 

 

(1)

In January 2019, we changed the way we report our Canadian Forestlands operations. We no longer report intersegment sales related to these operations in the Timberlands segment and now record the minimal associated third-party log sales within the Wood Products segment. Refer to Note 2: Business Segments for additional details.

(2)

Other Timberlands sales include seeds and seedlings from our nursery operations and chips.

(3)

Other Wood Products sales include chips, other byproducts and third-party residual log sales from our Canadian Forestlands operations.

 

 

NOTE 4: NET EARNINGS (LOSS) PER SHARE AND SHARE REPURCHASES

 

Our basic and diluted earnings (loss) per share were:

$0.17 during second quarter 2019 and $(0.22) during year-to-date 2019;

$0.42 during second quarter 2018 and $0.77 during year-to-date 2018.

8


 

Basic earnings (loss) per share is net earnings (loss) divided by the weighted average number of our outstanding common shares, including stock equivalent units where there is no circumstance under which those shares would not be issued. Diluted earnings (loss) per share is net earnings (loss) divided by the sum of the weighted average number of our outstanding common shares and the effect of our outstanding dilutive potential common shares.

 

 

 

QUARTER ENDED

 

 

YEAR-TO-DATE ENDED

 

SHARES IN THOUSANDS

 

JUNE 2019

 

 

JUNE 2018

 

 

JUNE 2019

 

 

JUNE 2018

 

Weighted average common shares outstanding – basic

 

 

745,486

 

 

 

757,829

 

 

 

746,041

 

 

 

757,317

 

Dilutive potential common shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

 

354

 

 

 

1,628

 

 

 

 

 

 

1,655

 

Restricted stock units

 

 

334

 

 

 

512

 

 

 

 

 

 

540

 

Performance share units

 

 

58

 

 

 

564

 

 

 

 

 

 

480

 

Total effect of outstanding dilutive potential common shares

 

 

746

 

 

 

2,704

 

 

 

 

 

 

2,675

 

Weighted average common shares outstanding – dilutive

 

 

746,232

 

 

 

760,533

 

 

 

746,041

 

 

 

759,992

 

 

We use the treasury stock method to calculate the dilutive effect of our outstanding stock options, restricted stock units and performance share units. Share-based payment awards that are contingently issuable upon the achievement of specified performance or market conditions are included in our diluted earnings per share calculation in the period in which the conditions are satisfied.

Potential Shares Not Included in the Computation of Diluted Earnings (Loss) per Share

The following shares were not included in the computation of diluted earnings per share because they were either antidilutive or the required performance or market conditions were not met. Some or all of these shares may be dilutive potential common shares in future periods.

 

 

 

QUARTER ENDED

 

 

YEAR-TO-DATE ENDED

 

SHARES IN THOUSANDS

 

JUNE 2019

 

 

JUNE 2018

 

 

JUNE 2019

 

 

JUNE 2018

 

Stock options

 

 

2,490

 

 

 

 

 

 

2,848

 

 

 

 

Restricted stock units

 

 

 

 

 

 

 

 

359

 

 

 

 

Performance share units

 

 

999

 

 

 

486

 

 

 

1,074

 

 

 

486

 

 

Share Repurchase Program

On February 7, 2019, our board of directors approved and announced a new share repurchase program (the 2019 Repurchase Program) under which we are authorized to repurchase up to $500 million of outstanding shares. Concurrently, the board terminated the remaining repurchase authorization under the share repurchase program approved by the board in November 2015.

During year-to-date 2019, we repurchased over 2.3 million common shares for approximately $60 million under the 2019 Repurchase Program. As of June 30, 2019, we had remaining authorization of approximately $440 million for future share repurchases.

All common share purchases under the share repurchase program are expected to be made in open-market transactions. We record share repurchases upon trade date as opposed to the settlement date when cash is disbursed. We record a liability for repurchases that have not yet been settled as of period end. There were no unsettled repurchases as of June 30, 2019 or December 31, 2018.

 

 

NOTE 5: INVENTORIES

Inventories include raw materials, work-in-process, finished goods, as well as materials and supplies.

 

DOLLAR AMOUNTS IN MILLIONS

 

JUNE 30, 2019

 

 

DECEMBER 31, 2018

 

LIFO inventories:

 

 

 

 

 

 

 

 

Logs

 

$

16

 

 

$

11

 

Lumber, plywood, panels and fiberboard

 

 

80

 

 

 

75

 

Other products

 

 

13

 

 

 

10

 

FIFO or moving average cost inventories:

 

 

 

 

 

 

 

 

Logs

 

 

33

 

 

 

35

 

Lumber, plywood, panels, fiberboard and engineered wood products

 

 

101

 

 

 

86

 

Other products

 

 

83

 

 

 

83

 

Materials and supplies

 

 

99

 

 

 

89

 

Total

 

$

425

 

 

$

389

 

 

LIFO – the last-in, first-out method – applies to major inventory products held at our U.S. locations. The FIFO – the first-in, first-out method – or moving average cost methods apply to the balance of our U.S. raw material and product inventories, all material and supply inventories and all foreign inventories. If we used FIFO for all LIFO inventories, our stated inventories would have been higher by $79 as of June 30, 2019, and December 31, 2018.

 

 

9


 

NOTE 6: VARIABLE INTEREST ENTITIES

From 2002 through 2004, we sold certain nonstrategic timberlands. As a result of these sales, buyer-sponsored and monetization variable interest entities, or special purpose entities (SPEs), were formed. We are the primary beneficiary and consolidate the assets and liabilities of the SPEs involved in these transactions.

The assets of the buyer-sponsored SPEs are financial investments which consist of bank guarantees. These bank guarantees are in turn backed by bank notes, which are the liabilities of the monetization SPEs. Interest earned from the financial investments within the buyer-sponsored SPEs is used to pay interest accrued on the corresponding monetization SPE’s note.

During first quarter 2019, we received $253 million in proceeds related to our buyer-sponsored SPEs at maturity.

During fourth quarter 2018, we paid $209 million related to liabilities from our monetized SPEs at maturity.

The financial investment related to our remaining buyer-sponsored SPE is $362 million, which is scheduled to mature in first quarter 2020. We have classified this in current assets on our Consolidated Balance Sheet. The note related to our remaining monetization SPE is $302 million and is scheduled to mature in third quarter of 2019. We have classified this in current liabilities on our Consolidated Balance Sheet.

 

NOTE 7: PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The components of net periodic benefit cost are:

 

 

 

PENSION

 

 

 

QUARTER ENDED

 

 

YEAR-TO-DATE ENDED

 

DOLLAR AMOUNTS IN MILLIONS

 

JUNE 2019

 

 

JUNE 2018

 

 

JUNE 2019

 

 

JUNE 2018

 

Service cost

 

$

8

 

 

$

8

 

 

$

16

 

 

$

18

 

Interest cost

 

 

40

 

 

 

59

 

 

 

83

 

 

 

119

 

Expected return on plan assets

 

 

(54

)

 

 

(100

)

 

 

(116

)

 

 

(200

)

Amortization of actuarial loss

 

 

28

 

 

 

52

 

 

 

58

 

 

 

113

 

Amortization of prior service cost

 

 

1

 

 

 

1

 

 

 

2

 

 

 

2

 

Settlement charge

 

 

(6

)

 

 

 

 

 

449

 

 

 

 

Total net periodic benefit cost - pension

 

$

17

 

 

$

20

 

 

$

492

 

 

$

52

 

 

 

 

OTHER POSTRETIREMENT BENEFITS

 

 

 

QUARTER ENDED

 

 

YEAR-TO-DATE ENDED

 

DOLLAR AMOUNTS IN MILLIONS

 

JUNE 2019

 

 

JUNE 2018

 

 

JUNE 2019

 

 

JUNE 2018

 

Interest cost

 

$

1

 

 

$

1

 

 

$

3

 

 

$

3

 

Amortization of actuarial loss

 

 

2

 

 

 

2

 

 

 

4

 

 

 

4

 

Amortization of prior service credit

 

 

(2

)

 

 

(2

)

 

 

(3

)

 

 

(4

)

Total net periodic benefit cost - other postretirement benefits

 

$

1

 

 

$

1

 

 

$

4

 

 

$

3

 

 

For the periods presented, service cost is included in “Costs of sales,” “Selling expenses,” and “General and administrative expenses” with the remaining components included in “Non-operating pension and other postretirement benefit costs” in our Consolidated Statement of Operations.

Actions to Reduce Pension Plan Obligations

As part of our continued efforts to reduce pension plan obligations, we transferred approximately $1.5 billion of U.S. qualified pension plan assets and liabilities to an insurance company through the purchase of a group annuity contract in January 2019. In connection with this transaction, we recorded a noncash pretax preliminary settlement charge of $455 million during first quarter 2019, accelerating the recognition of previously unrecognized losses in “Accumulated other comprehensive loss”, that would have otherwise been recorded in subsequent periods. In the second quarter, we finalized the prior year-end fair value of pension plan assets and obligations, which reduced the settlement charge by $6 million for a final settlement charge of $449 million. Refer to “Fair Value of Pension Plan Assets and Obligations” below.

The settlement triggered a remeasurement of plan assets and liabilities. We updated the discount rate used to measure our projected benefit obligation for the U.S. qualified pension plan as of January 31, 2019 and to calculate the related net periodic benefit cost for the remainder of 2019 to 4.30 percent from 4.40 percent as of December 31, 2018. All other assumptions remain unchanged. The net effect of the remeasurement was a $24 million reduction in funded status, primarily driven by the decrease in discount rate. This change in funded status was reflected in our first quarter 2019 Consolidated Balance Sheet.

Fair Value of Pension Plan Assets and Obligations

We estimate the fair value of pension plan assets based upon the information available during the year end reporting process. In some cases, primarily with regard to private equity funds, the information available consists of net asset values as of an interim date in addition to cash flows between the interim date and the end of the year and market events. We update the year end estimated fair value of pension plan assets to incorporate year end net asset values reflected in financial statements received after we have filed our Annual Report on Form 10-K.

During second quarter 2019, we recorded an increase to the beginning of year fair value of the pension assets of $16 million, or less than 1 percent. We also updated our census data that is used to estimate our beginning of the year projected benefit obligation for our pension plans, which resulted in a projected benefit obligation decrease of $6 million, or less than 1 percent. The net effect of these updates was a $22 million improvement in funded status as of December 31, 2018. This change in funded status was reflected in our second quarter 2019 Consolidated Balance Sheet.              

10


 

Expected Funding and Benefit Payments

We do not anticipate being required to make a contribution to our U.S. qualified pension plan for 2019. For all other U.S. and Canadian pension and postretirement plans we expect to contribute or make benefit payments of approximately $40 million in 2019.

 

 

NOTE 8: ACCRUED LIABILITIES

Accrued liabilities were comprised of the following:

 

DOLLAR AMOUNTS IN MILLIONS

 

JUNE 30, 2019

 

 

DECEMBER 31, 2018

 

Compensation and employee benefit costs

 

$

157

 

 

$

192

 

Current portion of lease liabilities (Note 14)

 

 

29

 

 

 

 

Customer rebates, volume discounts and deferred income

 

 

116

 

 

 

99

 

Interest

 

 

102

 

 

 

109

 

Taxes payable

 

 

32

 

 

 

30

 

Other

 

 

74

 

 

 

60

 

Total

 

$

510

 

 

$

490

 

 

NOTE 9: LONG-TERM DEBT AND LINE OF CREDIT

In February 2019, we issued $750 million of 4.00 percent notes due in November 2029. The net proceeds after deducting the discount, underwriting fees and issuance costs were $739 million. In March 2019, a portion of the net proceeds were used to redeem our $500 million 7.38 percent note due in October 2019.  A pretax charge of $12 million was included in "Interest expense, net of capitalized interest" in the Consolidated Statement of Operations in first quarter 2019, for make-whole premiums, unamortized debt issuance costs and unamortized debt discounts in connection with the early extinguishment of the $500 million note.

As of June 30, 2019 and December 31, 2018, we had $140 million and $425 million, respectively, of outstanding borrowings on our $1.5 billion five-year senior unsecured revolving credit facility. This credit facility expires in March 2022.

 

 

NOTE 10: FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair values and carrying values of our long-term debt and line of credit consisted of the following:

 

 

 

JUNE 30, 2019

 

 

DECEMBER 31, 2018

 

DOLLAR AMOUNTS IN MILLIONS

 

CARRYING

VALUE

 

 

FAIR VALUE

(LEVEL 2)

 

 

CARRYING

VALUE

 

 

FAIR VALUE

(LEVEL 2)

 

Long-term debt (including current maturities) and line of credit(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed rate

 

$

5,928

 

 

$

6,995

 

 

$

5,694

 

 

$

6,345

 

Variable rate

 

 

365

 

 

 

365

 

 

 

650

 

 

 

650

 

Total debt

 

$

6,293

 

 

$

7,360

 

 

$

6,344

 

 

$

6,995

 

 

(1)

Excludes nonrecourse debt held by our Variable Interest Entities (VIEs).

To estimate the fair value of fixed rate long-term debt we used the market approach, which is based on quoted market prices we received for the same types and issues of our debt.

We believe that our variable rate long-term debt and line of credit instruments have net carrying values that approximate their fair values with only insignificant differences.

The inputs to these valuations are based on market data obtained from independent sources or information derived principally from observable market data. The difference between the fair value and the carrying value represents the theoretical net premium or discount we would pay or receive to retire all debt at the measurement date.

FAIR VALUE OF OTHER FINANCIAL INSTRUMENTS

We believe that our other financial instruments, including cash and cash equivalents, short-term investments, mutual fund investments held in grantor trusts, receivables, and payables, have net carrying values that approximate their fair values with only insignificant differences. This is primarily due to the short-term nature of these instruments and the allowance for doubtful accounts.

 

 

Legal Proceedings

We are party to various legal proceedings arising in the ordinary course of business. We are not currently a party to any legal proceeding that management believes could have a material adverse effect on our Consolidated Balance Sheet, Consolidated Statement of Operations, or Consolidated Statement of Cash Flows.

11


 

Environmental Matters

Site Remediation

Under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) – commonly known as the Superfund – and similar state laws, we:

are a party to various proceedings related to the cleanup of hazardous waste sites and

have been notified that we may be a potentially responsible party related to the cleanup of other hazardous waste sites for which proceedings have not yet been initiated.

As of June 30, 2019, our total accrual for future estimated remediation costs on the active Superfund sites and other sites for which we are potentially responsible was approximately $61 million. These amounts are recorded in "Accrued liabilities" and "Other liabilities" on our Consolidated Balance Sheet.

Asset Retirement Obligations

We have obligations associated with the future retirement of tangible long-lived assets consisting primarily of reforestation obligations related to forest management licenses in Canada and obligations to close and cap landfills. As of June 30, 2019, our accrued balance for these obligations was $32 million. These obligations are recorded in "Accrued liabilities" and "Other liabilities" on our Consolidated Balance Sheet.

Some of our sites have materials containing asbestos. We have met our current legal obligation to identify and manage these materials. In situations where we cannot reasonably determine when materials containing asbestos might be removed from the sites, we have not recorded an accrual because the fair value of the obligation cannot be reasonably estimated.

 

 

NOTE 12: ACCUMULATED OTHER COMPREHENSIVE LOSS

 

Changes in amounts included in our accumulated other comprehensive loss by component are:

 

 

 

QUARTER ENDED

 

 

YEAR-TO-DATE ENDED

 

DOLLAR AMOUNTS IN MILLIONS

 

JUNE 2019

 

 

JUNE 2018

 

 

JUNE 2019

 

 

JUNE 2018

 

PENSION(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(1,000

)

 

$

(2,002

)

 

$

(1,343

)

 

$

(1,810

)

Other comprehensive income (loss) before reclassifications

 

 

10

 

 

 

158

 

 

 

(14

)

 

 

166

 

Amounts reclassified from accumulated other comprehensive loss to earnings(2)

 

 

18

 

 

 

41

 

 

 

385

 

 

 

87

 

Total other comprehensive income

 

 

28

 

 

 

199

 

 

 

371

 

 

 

253

 

Reclassification of certain effects due to tax law changes(3)

 

 

 

 

 

 

 

 

 

 

$

(246

)

Balance at end of period

 

$

(972

)

 

$

(1,803

)

 

$

(972

)

 

$

(1,803

)

OTHER POSTRETIREMENT BENEFITS(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(18

)

 

$

(33

)

 

$

(19

)

 

$

(25

)

Amounts reclassified from other comprehensive income (loss) to earnings(2)

 

 

 

 

 

 

 

 

1

 

 

 

(1

)

Total other comprehensive income (loss)

 

 

 

 

 

 

 

 

1

 

 

 

(1

)

Reclassification of certain effects due to tax law changes(3)

 

 

 

 

 

 

 

 

 

 

$

(7

)

Balance at end of period

 

$

(18

)

 

$

(33

)

 

$

(18

)

 

$

(33

)

TRANSLATION ADJUSTMENTS AND OTHER

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

224

 

 

$

249

 

 

$

210

 

 

$

273

 

Translation adjustments

 

 

11

 

 

 

(16

)

 

 

25

 

 

 

(31

)

Total other comprehensive income (loss)

 

 

11

 

 

 

(16

)

 

 

25

 

 

 

(31

)

Reclassification of accumulated unrealized gains on available-for-sale securities(4)

 

 

 

 

 

 

 

 

 

 

 

(9

)

Balance at end of period

 

$

235

 

 

$

233

 

 

$

235

 

 

$

233

 

Accumulated other comprehensive loss, end of period

 

$

(755

)

 

$

(1,603

)

 

$

(755

)

 

$

(1,603

)

 

(1)

Amounts presented are net of tax.

(2)

Amounts of actuarial loss and prior service (cost) credit are components of net periodic benefit cost (credit). See Note 7: Pension and Other Postretirement Benefit Plans.

(3)

We reclassified certain tax effects from tax law changes of $253 million from "Accumulated other comprehensive loss" to "Retained earnings" on our Consolidated Balance Sheet in accordance with ASU 2018-02 which we adopted in 2018.

(4)

We reclassified accumulated unrealized gains from available-for-sale securities of $9 million from "Accumulated other comprehensive loss" to "Retained earnings" on our Consolidated Balance Sheet in accordance with ASU 2016-01 which we adopted in 2018.

 

 

NOTE 13: SHARE-BASED COMPENSATION

Share-based compensation activity during year-to-date 2019 included the following:

 

SHARES IN THOUSANDS

 

GRANTED

 

 

VESTED

 

Restricted Stock Units (RSUs)

 

 

952

 

 

 

630

 

Performance Share Units (PSUs)

 

 

421

 

 

 

153

 

 

12


 

A total of 863 thousand shares of common stock were issued as a result of RSU vestings, PSU vestings and stock option exercises.

Restricted Stock Units

The weighted average fair value of the RSUs granted in 2019 was $25.75. The vesting provisions for RSUs granted in 2019 were consistent with prior year grants.

Performance Share Units

The weighted average grant date fair value of PSUs granted in 2019 was $29.66. The final number of shares granted in 2019 will range from 0 percent to 150 percent of each grant's target, depending upon actual company performance compared against the S&P 500 as well as an industry peer group. These measures are consistent with those utilized in prior year grants. The vesting provisions for PSUs granted in 2019 were consistent with prior year grants.

Weighted Average Assumptions Used in Estimating the Value of Performance Share Units Granted in 2019

 

 

 

PERFORMANCE SHARE UNITS

 

Performance period

 

1/1/2019 – 12/31/2021

 

Valuation date average stock price(1)

 

$25.83

 

Expected dividends

 

5.25%

 

Risk-free rate

 

2.43% – 2.55%

 

Expected volatility

 

22.50% – 27.40%

 

 

(1)

Calculated as an average of the high and low prices on grant date.

 

NOTE 14: LEASES

We account for leases in accordance with ASC Topic 842, Leases, which we adopted on January 1, 2019, using the modified retrospective transition approach at the beginning of the adoption period through a cumulative-effect adjustment to retained earnings. This adoption resulted in the recognition of right-of-use assets ("ROU assets") of $165 million and lease liabilities of $172 million, with the difference of $7 million recorded to "Retained earnings", on our Consolidated Balance Sheet on January 1, 2019.

The majority of our operating leases are related to our office and warehouse space, and the majority of our financing leases are related to vehicles and forklifts. Our leases have remaining lease terms of approximately 1 year to 25 years. Options to renew, extend or terminate a lease are reflected in our lease terms when we believe it is reasonably certain we will exercise that option. When our leases do not provide an implicit or an explicit interest rate, we use our incremental borrowing rate in determining the present value of lease payments.

Lease expense:

 

 

 

QUARTER ENDED

 

 

YEAR-TO-DATE ENDED

 

DOLLAR AMOUNTS IN MILLIONS

 

JUNE 2019

 

 

JUNE 2019

 

Operating lease costs

 

$

5

 

 

$

10

 

Financing lease costs(1)

 

 

4

 

 

 

8

 

Total lease costs

 

$

9

 

 

$

18

 

 

Supplemental cash flow information:

 

 

 

 

 

YEAR-TO-DATE

ENDED

 

DOLLAR AMOUNTS IN MILLIONS

 

 

 

JUNE 2019

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

Operating cash flows for operating leases

 

 

 

$

10

 

Financing cash flow for financing leases(1)

 

 

 

$

8

 

Right-of-use assets obtained in exchange for lease liabilities:

 

 

 

 

 

 

Operating leases

 

 

 

$

5

 

Financing leases

 

 

 

$

4

 

 

(1)

Interest expense related to financing leases was immaterial during second quarter 2019 and year-to-date 2019.

13


 

Supplemental balance sheet information related to leases was as follows:

 

DOLLAR AMOUNTS IN MILLIONS

 

 

 

JUNE 30, 2019

 

LEASES

 

BALANCE SHEET CLASSIFICATION

 

 

 

 

Assets

 

 

 

 

 

 

Operating lease right-of-use assets

 

Other assets

 

$

126

 

Financing lease right-of-use assets

 

Property and equipment, less accumulated depreciation

 

 

33

 

Total leased assets

 

 

 

$

159

 

Liabilities

 

 

 

 

 

 

Current:

 

 

 

 

 

 

Operating lease liabilities

 

Accrued liabilities

 

$

15

 

Financing lease liabilities

 

Accrued liabilities

 

 

14

 

Noncurrent:

 

 

 

 

 

 

Operating lease liabilities

 

Other liabilities

 

 

114

 

Financing lease liabilities

 

Other liabilities

 

 

24

 

Total lease liabilities

 

 

 

$

167

 

 

Weighted average remaining lease term as of June 30, 2019:

 

Operating leases

 

11 years

Financing leases

 

3 years

 

 

Weighted average discount rate as of June 30, 2019:

 

Operating leases

 

 

4.2

%

Financing leases

 

 

3.0

%

 

Maturities of lease liabilities as of June 30, 2019

 

DOLLAR AMOUNTS IN MILLIONS

 

OPERATING

LEASES

 

 

FINANCING

LEASES

 

2019

 

$

10

 

 

$

8

 

2020

 

 

20

 

 

 

13

 

2021

 

 

17

 

 

 

9

 

2022

 

 

17

 

 

 

6

 

2023

 

 

16

 

 

 

3

 

Thereafter

 

 

81

 

 

 

 

Total lease payments

 

 

161

 

 

 

39

 

Less: interest

 

 

(32

)

 

 

(1

)

Total present value of lease liabilities

 

$

129

 

 

$

38

 

 

Our operating lease commitments as of December 31, 2018 were:

 

DOLLAR AMOUNTS IN MILLIONS

 

 

 

 

 

 

2019

 

 

 

$

35

 

2020

 

 

 

 

29

 

2021

 

 

 

 

26

 

2022

 

 

 

 

24

 

2023

 

 

 

 

18

 

Thereafter

 

 

 

 

78

 

 

 

NOTE 15: OTHER OPERATING COSTS, NET

Other operating costs, net:

includes both recurring and occasional income and expense items and

can fluctuate from year to year.

14


 

Items Included in Other Operating Costs, Net

 

 

 

QUARTER ENDED

 

 

YEAR-TO-DATE ENDED

 

DOLLAR AMOUNTS IN MILLIONS

 

JUNE 2019

 

 

JUNE 2018

 

 

JUNE 2019

 

 

JUNE 2018

 

Charges for product remediation

 

$

 

 

$

20

 

 

$

 

 

$

 

Foreign exchange losses (gains), net

 

 

(2

)

 

 

(2

)

 

 

1

 

 

 

 

Litigation expense, net

 

 

9

 

 

 

8

 

 

 

34

 

 

 

13

 

Other, net

 

 

6

 

 

 

11

 

 

 

14

 

 

 

34

 

Total other operating costs, net

 

$

13

 

 

$

37

 

 

$

49

 

 

$

47

 

 

NOTE 16: INCOME TAXES

As a REIT, we generally are not subject to federal corporate income taxes on REIT taxable income that is distributed to shareholders. We are required to pay corporate income taxes on earnings of our wholly-owned TRSs, which includes our Wood Products segment earnings and portions of our Timberlands and Real Estate & ENR segments' earnings.

The quarterly provision for income taxes is based on our current estimate of the annual effective tax rate and is adjusted for discrete taxable events that may occur during the quarter. Our 2019 estimated annual effective tax rate for our TRSs, excluding discrete items, is a 37.6 percent benefit. The estimated annual effective tax rate is a benefit due to a projected pretax loss at our TRSs and varies from the U.S. federal statutory tax rate of 21 percent, primarily due to state income tax benefits related to unitary state filings.

In 2019, we recorded as a discrete item a benefit of $109 million related to the tax effects of the noncash pretax settlement charge recorded in connection with our U.S. pension plan. Refer to Note 7: Pension and Other Postretirement Benefit Plans for additional details.

15


 

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This report contains statements concerning our future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report. These forward-looking statements generally are identified by words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” and expressions such as “will be,” “will continue,” “will likely result,” and similar words and expressions. Forward-looking statements are based on our current expectations and assumptions and are not guarantees of future performance. The realization of our expectations and the accuracy of our assumptions are subject to a number of risks and uncertainties that could cause actual results to differ materially from the content of these forward-looking statements. These risks and uncertainties include, but are not limited to:

the effect of general economic conditions, including employment rates, interest rate levels, housing starts, general availability of financing for home mortgages and the relative strength of the U.S. dollar;

market demand for the company's products, including market demand for our timberland properties with higher and better uses, which is related to, among other factors, the strength of the various U.S. business segments and U.S. and international economic conditions;

changes in currency exchange rates, particularly the relative value of the U.S. dollar to the Japanese yen, the Chinese yuan, and the Canadian dollar, and the relative value of the euro to the yen;

restrictions on international trade and tariffs imposed on imports or exports;

the availability and cost of shipping and transportation;

economic activity in Asia, especially Japan and China;

performance of our manufacturing operations, including maintenance and capital requirements;

potential disruptions in our manufacturing operations;

the level of competition from domestic and foreign producers;

our operational excellence initiatives;

the successful and timely execution and integration of our strategic acquisitions, including our ability to realize expected benefits and synergies, and the successful and timely execution of our strategic divestitures, each of which is subject to a number of risks and conditions beyond our control including, but not limited to, timing and required regulatory approvals;

raw material availability and prices;

the effect of weather;

changes in global or regional climate conditions and governmental response to such changes;

the risk of loss from fires, floods, windstorms, hurricanes, pest infestation and other natural disasters;

energy prices;

transportation and labor availability and costs;

federal tax policies;

the effect of forestry, land use, environmental and other governmental regulations;

legal proceedings;

performance of pension fund investments and related derivatives;

the effect of timing of employee retirements and changes in the market price of our common stock on charges for share-based compensation;

the accuracy of our estimates of costs and expenses related to contingent liabilities;

changes in accounting principles; and

other risks and uncertainties identified in our 2018 Annual Report on Form 10-K, which are incorporated herein by reference, as well as those set forth from time to time in our other public statements and other reports and filings with the SEC.

 

Forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise.

16


 

 

RESULTS OF OPERATIONS

 

In reviewing our results of operations, it is important to understand these terms:

 

Sales realizations for Timberlands and Wood Products refer to net selling prices. This includes selling price plus freight, minus normal sales deductions. Real Estate transactions are presented at the contract sales price before commissions and closing costs, net of any credits.

Net contribution to earnings does not include interest expense or income taxes.

 

ECONOMIC AND MARKET CONDITIONS AFFECTING OUR OPERATIONS

 

The demand for grade logs within our Timberlands segment is directly affected by production levels of domestic wood-based building products. The strength of the U.S. housing market strongly affects demand in our Wood Products segment, as does repair and remodeling activity. Our Timberlands segment, specifically the Western region, is also affected by export demand and trade policy. Japanese housing starts are a key driver of export log demand in Japan. The demand for pulpwood from our Timberlands segment is directly affected by the production of pulp, paper and OSB as well as the demand for biofuels, such as pellets made from pulpwood.

In second quarter 2019, housing starts averaged approximately 1.26 million total units on a seasonally adjusted annual basis according to the U.S Census Bureau. This was a 5 percent gain over first quarter 2019. Multifamily units increased to 406 thousand on a seasonally adjusted annual basis, an improvement of 20 percent from first quarter 2019 and 15 percent over the same period in 2018. Single family units accounted for 67 percent of total housing starts in second quarter 2019 and averaged 842 thousand on a seasonally adjusted annual basis, which was 3 percent lower than first quarter 2019 and 6 percent lower than second quarter 2018. Severe weather in second quarter 2019 was a contributing factor to the decline in starts compared with second quarter 2018. As weather moderates, we continue to expect full year U.S. housing starts to increase slightly over 2018. We attribute this continued improvement primarily to ongoing employment growth, strong consumer confidence and mortgage rates, which have declined significantly since peaking in late 2018 and remain affordable on a historic basis.

According to the Joint Center for Housing of Harvard University, the Leading Indicator of Remodeling Activity (LIRA) projects that the year-over-year change in residential remodeling expenditures was an average increase of 7.2 percent during 2018 and an expected average increase of 5.8 percent during 2019.

In U.S. wood product markets, second quarter 2019 prices for most products retreated from first quarter 2019. The price of the framing lumber composite averaged $344/MBF in second quarter 2019, a 3 percent decline from first quarter 2019. Douglas fir lumber was an exception with prices for certain products increasing during second quarter 2019, such as Douglas fir 2X4 green lumber which increased 9 percent. Oriented Strand Board price slipped 12 percent to $187/MSF for the North Central 7/16 inch indicator. According to Forest Economic Advisors, LLC, U.S. lumber consumption is expected to rise 3 percent in the second half of 2019 versus the same period in 2018.

Domestic log markets in the west improved modestly, rising 2 percent over first quarter 2019 for Douglas fir sawlogs and was directionally consistent with the rise in lumber prices. In the South, weather was closer to seasonal norms and delivered sawlogs posted a small increase of 1 percent over first quarter 2019.

The quarterly average export prices posted small declines over first quarter 2019 pricing, falling 2 percent for China logs and 5 percent for Japan grade logs. Log inventories in Chinese ports increased 1.5 percent in June 2019 compared to May 2019 as reported by International Wood Markets China Bulletin. Despite this overall increase, there was a decline in North American Hemlock and Douglas fir volumes which were 13.7 percent below May levels in the month of June. Exchange rates also affect our export business to China. A weaker yuan relative to the U.S. dollar reduces the competitiveness of U.S. logs relative to those imported from other countries whose currencies have not appreciated in a similar manner. In second quarter 2019 the yuan continued to decrease slightly relative to the U.S. dollar, falling from 6.75 yuan per U.S. dollar in first quarter 2019 to 6.82 yuan per US dollar in second quarter 2019.

In Japan, total housing starts for April and May 2019 are down 5.7 percent and 8.7 percent, respectively, compared to the same months in 2018. However, in the key Post and Beam segment, starts were flat overall, rising 2.8 percent in April to fall back a similar 3.1 percent in May compared to April and May 2018.

We expect demand from China and Japan in 2019 to be similar to 2018 levels.

Our Real Estate & ENR segment is affected by the health of the U.S. economy and especially the U.S. housing sector of the economy. According to the Realtors Land Institute (RLI) of the National Association of Realtors (NAR), the dollar volume of rural properties sold, including timber, grew 2 percent in 2018, and per acre prices were also up 2 percent on average. Additionally, RLI expects these trends to continue with prices and volumes of land transactions forecast to rise 3 percent in 2019.

 

 

17


 

CONSOLIDATED RESULTS

 

How We Did Second Quarter 2019 and Year-to-Date 2019

 

 

 

QUARTER ENDED

 

 

AMOUNT OF

CHANGE

 

 

YEAR-TO-DATE ENDED

 

 

AMOUNT OF

CHANGE

 

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES

 

JUNE 2019

 

 

JUNE 2018

 

 

2019 VS.

2018

 

 

JUNE 2019

 

 

JUNE 2018

 

 

2019 VS.

2018

 

Net sales

 

$

1,692

 

 

$

2,065

 

 

$

(373

)

 

$

3,335

 

 

$

3,930

 

 

$

(595

)

Costs of sales

 

 

1,390

 

 

 

1,447

 

 

 

(57

)

 

 

2,712

 

 

 

2,795

 

 

 

(83

)

Operating income

 

 

186

 

 

 

476

 

 

 

(290

)

 

 

360

 

 

 

880

 

 

 

(520

)

Net earnings (loss)

 

 

128

 

 

 

317

 

 

 

(189

)

 

 

(161

)

 

 

586

 

 

 

(747

)

Earnings (loss) per share, basic and diluted

 

 

0.17

 

 

 

0.42

 

 

 

(0.25

)

 

 

(0.22

)

 

 

0.77

 

 

 

(0.99

)

 

 

Comparing Second Quarter 2019 with Second Quarter 2018

 

Net sales

 

Net sales decreased $373 million – 18 percent – primarily due to:

a $321 million decrease in Wood Products sales to unaffiliated customers, primarily attributable to decreased sales realizations across the majority of our product lines and

a $75 million decrease in Timberlands sales to unaffiliated customers, primarily attributable to decreased sales realizations and volumes in the West.

These decreases were partially offset by a $23 million increase in Real Estate & ENR net sales to unaffiliated customers, which was primarily attributable to increased acres sold.

 

Costs of sales

 

Costs of sales decreased $57 million – 4 percent – primarily due to decreased sales volumes within our Wood Products and Timberlands segments, partially offset by an increase in acres sold within our Real Estate & ENR segment. Refer to additional analysis of fluctuations within our TimberlandsReal Estate, Energy and Natural Resources and Wood Products discussions below.

 

Operating income

 

Operating income decreased $290 million – 61 percent – primarily due to a $316 million decrease in consolidated gross margin, as described above. This was partially offset by a $24 million decrease in other operating costs, primarily attributable to a $20 million product remediation charge recorded in second quarter 2018 with no similar charge in the second quarter 2019.

Net earnings

Net earnings decreased $189 million – 60 percent – primarily due to a $290 million decrease in operating income, as described above. This was partially offset by a $102 million change in income taxes resulting from a $37 million income tax benefit in second quarter 2019 compared to a $65 million income tax charge in second quarter 2018 (refer to Income Taxes).

 

Comparing Year-to-Date 2019 with Year-to-Date 2018

 

Net sales

 

Net sales decreased $595 million – 15 percent – primarily due to:

a $551 million decrease in Wood Products sales to unaffiliated customers, primarily attributable to decreased sales realizations as well as decreased sales volumes across the majority of our product lines and

a $134 million decrease in Timberlands sales to unaffiliated customers, primarily attributable to decreased sales realizations and volumes in the West.

These decreases were partially offset by a $90 million increase in Real Estate & ENR net sales to unaffiliated customers, which was primarily attributable to increased acres sold.

Costs of sales

 

Costs of sales decreased $83 million – 3 percent – primarily due to decreased sales volumes within our Wood Products and Timberlands segments, partially offset by an increase in acres sold within our Real Estate & ENR segment. Refer to additional analysis of fluctuations within our TimberlandsReal Estate, Energy and Natural Resources and Wood Products  discussions below.

 

Operating income

 

Operating income decreased $520 million – 59 percent – primarily due to a $512 million decrease in consolidated gross margin, as described above.

18


 

Net earnings

Net earnings decreased $747 million – 127 percent – primarily due to:

a $520 million decrease in operating income, as discussed above;

a $449 million increase in non-operating pension and other postretirement benefit costs related to the pension settlement charge (refer to Note 7: Pension and Other Postretirement Benefit Plans) and

a $13 million increase in interest expense (refer to Interest Expense).

This was partially offset by a $236 million change in income taxes resulting from a $141 million income tax benefit for year-to-date 2019 compared to a $95 million income tax charge for year-to-date 2018 (refer to Income Taxes).

 

TIMBERLANDS

 

How We Did Second Quarter 2019 and Year-to-Date 2019

 

 

 

QUARTER ENDED

 

 

AMOUNT OF

CHANGE

 

 

YEAR-TO-DATE ENDED

 

 

AMOUNT OF

CHANGE

 

DOLLAR AMOUNTS IN MILLIONS

 

JUNE 2019

 

 

JUNE 2018

 

 

2019 VS.

2018

 

 

JUNE 2019

 

 

JUNE 2018

 

 

2019 VS.

2018

 

Net sales to unaffiliated customers:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Delivered logs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West

 

$

194

 

 

$

262

 

 

$

(68

)

 

$

399

 

 

$

528

 

 

$

(129

)

South

 

 

156

 

 

 

158

 

 

 

(2

)

 

 

315

 

 

 

315

 

 

 

 

North

 

 

17

 

 

 

20

 

 

 

(3

)

 

 

46

 

 

 

45

 

 

 

1

 

Subtotal delivered logs sales

 

 

367

 

 

 

440

 

 

 

(73

)

 

 

760

 

 

 

888

 

 

 

(128

)

Stumpage and pay-as-cut timber

 

 

10

 

 

 

11

 

 

 

(1

)

 

 

19

 

 

 

26

 

 

 

(7

)

Recreational and other lease revenue

 

 

15

 

 

 

14

 

 

 

1

 

 

 

30

 

 

 

28

 

 

 

2

 

Other(1)

 

 

9

 

 

 

11

 

 

 

(2

)

 

 

23

 

 

 

24

 

 

 

(1

)

Subtotal net sales to unaffiliated customers

 

 

401

 

 

 

476

 

 

 

(75

)

 

 

832

 

 

 

966

 

 

 

(134

)

Intersegment sales

 

 

131

 

 

 

139

 

 

 

(8

)

 

 

256

 

 

 

281

 

 

 

(25

)

Total sales

 

$

532

 

 

$

615

 

 

$

(83

)

 

$

1,088

 

 

$

1,247

 

 

$

(159

)

Costs of sales

 

$

405

 

 

$

431

 

 

$

(26

)

 

$

818

 

 

$

853

 

 

$

(35

)

Operating income and Net contribution to earnings

 

$

102

 

 

$

161

 

 

$

(59

)

 

$

222

 

 

$

350

 

 

$

(128

)

 

(1)

Other Timberlands sales includes seeds and seedlings from our nursery operations and chips.

 

In January 2019, we changed the way we report our Canadian Forestlands operations, which are primarily operated to supply Weyerhaeuser’s Canadian Wood Products manufacturing facilities. As a result, we no longer report related intersegment sales in the Timberlands segment and we will now record the minimal associated third-party log sales in the Wood Products segment. These collective transactions did not contribute any earnings to the Timberlands segment. We have conformed prior year presentations with the current year.

 

Comparing Second Quarter 2019 with Second Quarter 2018

 

Net sales to unaffiliated customers

 

Net sales to unaffiliated customers decreased $75 million – 16 percent – primarily due to a $68 million decrease in Western log sales, attributable to a 21 percent decrease in log prices as well as a 6 percent decrease in sales volumes.

Intersegment sales

 

Intersegment sales decreased $8 million – 6 percent – primarily due to a decrease in Western log prices, as discussed above.

 

Costs of sales

 

Costs of sales decreased $26 million – 6 percent – primarily due to a decrease in Western log sales volumes, as discussed above, as well as a decrease in sales volumes in the South and North.

 

Operating income and Net contribution to earnings

 

Operating income and net contribution to earnings decreased $59 million – 37 percent – primarily due to the change in gross margin, as discussed above.

 

Comparing Year-to-Date 2019 with Year-to-Date 2018

 

Net sales to unaffiliated customers

 

Net sales to unaffiliated customers decreased $134 million – 14 percent – primarily due to a $129 million decrease in Western log sales, attributable to a 20 percent decrease in log prices as well as a 5 percent decrease in sales volumes.

 

19


 

Intersegment sales

 

Intersegment sales decreased $25 million – 9 percent – primarily due to a decrease in Western log prices, as discussed above.

 

Costs of sales

 

Costs of sales decreased $35 million – 4 percent – primarily due to a decrease in Western log sales volumes, as discussed above, as well as a decrease in sales volumes in the South.

 

Operating income and Net contribution to earnings

 

Operating income and net contribution to earnings decreased $128 million – 37 percent – primarily due to the change in gross margin, as discussed above.

 

 

Third-Party Log Sales Volumes and Fee Harvest Volumes

 

 

 

QUARTER ENDED

 

 

AMOUNT OF

CHANGE

 

 

YEAR-TO-DATE ENDED

 

 

AMOUNT OF

CHANGE

 

VOLUMES IN THOUSANDS

 

JUNE 2019

 

 

JUNE 2018

 

 

2019 VS.

2018

 

 

JUNE 2019

 

 

JUNE 2018

 

 

2019 VS.

2018

 

Third party log sales – tons:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West(1)

 

 

1,864

 

 

 

1,984

 

 

 

(120

)

 

 

3,784

 

 

 

4,003

 

 

 

(219

)

South

 

 

4,400

 

 

 

4,560

 

 

 

(160

)

 

 

8,899

 

 

 

9,070

 

 

 

(171

)

North

 

 

263

 

 

 

313

 

 

 

(50

)

 

 

757

 

 

 

717

 

 

 

40

 

Total

 

 

6,527

 

 

 

6,857

 

 

 

(330

)

 

 

13,440

 

 

 

13,790

 

 

 

(350

)

Fee harvest volumes – tons:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West(1)

 

 

2,455

 

 

 

2,360

 

 

 

95

 

 

 

4,840

 

 

 

4,803

 

 

 

37

 

South

 

 

6,367

 

 

 

6,630

 

 

 

(263

)

 

 

12,859

 

 

 

13,381

 

 

 

(522

)

North

 

 

378

 

 

 

423

 

 

 

(45

)

 

 

1,005

 

 

 

972

 

 

 

33

 

Total

 

 

9,200

 

 

 

9,413

 

 

 

(213

)

 

 

18,704

 

 

 

19,156

 

 

 

(452

)

 

(1)

Western logs are primarily transacted in thousand board feet (MBF) but are converted to ton equivalents for external reporting purposes.

 

REAL ESTATE, ENERGY AND NATURAL RESOURCES

 

How We Did Second Quarter 2019 and Year-to-Date 2019

 

 

 

QUARTER ENDED

 

 

AMOUNT OF

CHANGE

 

 

YEAR-TO-DATE ENDED

 

 

AMOUNT OF

CHANGE

 

DOLLAR AMOUNTS IN MILLIONS

 

JUNE 2019

 

 

JUNE 2018

 

 

2019 VS.

2018

 

 

JUNE 2019

 

 

JUNE 2018

 

 

2019 VS.

2018

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate

 

$

59

 

 

$

38

 

 

$

21

 

 

$

155

 

 

$

72

 

 

$

83

 

Energy and natural resources

 

 

22

 

 

 

20

 

 

 

2

 

 

 

44

 

 

 

37

 

 

 

7

 

Total

 

$

81

 

 

$

58

 

 

$

23

 

 

$

199

 

 

$

109

 

 

$

90

 

Costs of sales

 

$

39

 

 

$

30

 

 

$

9

 

 

$

95

 

 

$

49

 

 

$

46

 

Net contribution to earnings

 

$

35

 

 

$

22

 

 

$

13

 

 

$

90

 

 

$

47

 

 

$

43

 

 

The timing of real estate sales is a function of many factors, including the general state of the economy, demand in local real estate markets, the ability to obtain entitlements, the ability of buyers to obtain financing, the number of competing properties listed for sale, the seasonal nature of sales (particularly in the northern states), the plans of adjacent landowners, our expectation of future price appreciation, the timing of harvesting activities, and the availability of government and not-for-profit funding. In any period, the average sales price per acre will vary based on the location and physical characteristics of parcels sold.

 

Comparing Second Quarter 2019 with Second Quarter 2018

 

Net sales

 

Net sales increased $23 million – 40 percent – primarily due to increased acres sold, partially offset by decreased average price per acre.

Costs of sales

Costs of sales increased $9 million – 30 percent – primarily due to increased acres sold, as discussed above.

 

Net contribution to earnings

 

Net contribution to earnings increased $13 million – 59 percent – primarily due to the increase in gross margin, as discussed above.

 

20


 

Comparing Year-to-Date 2019 with Year-to-Date 2018

 

Net sales

 

Net sales increased $90 million – 83 percent – primarily due to increased acres sold, partially offset by a slight decrease in average price per acre.

Costs of sales

Costs of sales increased $46 million – 94 percent – primarily due to increased acres sold, as discussed above.

 

Net contribution to earnings

 

Net contribution to earnings increased $43 million – 91 percent – primarily due to increased gross margin, as discussed above.

 

REAL ESTATE SALES STATISTICS

 

 

 

QUARTER ENDED

 

 

AMOUNT OF

CHANGE

 

 

YEAR-TO-DATE ENDED

 

 

AMOUNT OF

CHANGE

 

 

 

JUNE 2019

 

 

JUNE 2018

 

 

2019 VS.

2018

 

 

JUNE 2019

 

 

JUNE 2018

 

 

2019 VS.

2018

 

Acres sold

 

 

47,031

 

 

 

16,290

 

 

 

30,741

 

 

 

85,865

 

 

 

38,061

 

 

 

47,804

 

Average price per acre

 

$

1,063

 

 

$

2,258

 

 

$

(1,195

)

 

$

1,678

 

 

$

1,847

 

 

$

(169

)

 

WOOD PRODUCTS

 

How We Did Second Quarter 2019 and Year-to-Date 2019

 

 

 

QUARTER ENDED

 

 

AMOUNT OF

CHANGE

 

 

YEAR-TO-DATE ENDED

 

 

AMOUNT OF

CHANGE

 

DOLLAR AMOUNTS IN MILLIONS

 

JUNE 2019

 

 

JUNE 2018

 

 

2019 VS.

2018

 

 

JUNE 2019

 

 

JUNE 2018

 

 

2019 VS.

2018

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Structural lumber

 

$

495

 

 

$

681

 

 

$

(186

)

 

$

939

 

 

$

1,250

 

 

$

(311

)

Oriented strand board

 

 

156

 

 

 

277

 

 

 

(121

)

 

 

316

 

 

 

509

 

 

 

(193

)

Engineered solid section

 

 

134

 

 

 

139

 

 

 

(5

)

 

 

250

 

 

 

268

 

 

 

(18

)

Engineered I-joists

 

 

86

 

 

 

92

 

 

 

(6

)

 

 

156

 

 

 

170

 

 

 

(14

)

Softwood plywood

 

 

44

 

 

 

55

 

 

 

(11

)

 

 

88

 

 

 

105

 

 

 

(17

)

Medium density fiberboard

 

 

45

 

 

 

47

 

 

 

(2

)

 

 

83

 

 

 

90

 

 

 

(7

)

Other products produced(1)

 

 

83

 

 

 

80

 

 

 

3

 

 

 

168

 

 

 

166

 

 

 

2

 

Complementary building products

 

 

167

 

 

 

160

 

 

 

7

 

 

 

304

 

 

 

297

 

 

 

7

 

Total

 

$

1,210

 

 

$

1,531

 

 

$

(321

)

 

$

2,304

 

 

$

2,855

 

 

$

(551

)

Costs of sales

 

$

1,070

 

 

$

1,125

 

 

$

(55

)

 

$

2,037

 

 

$

2,145

 

 

$

(108

)

Operating income and Net contribution to earnings

 

$

81

 

 

$

329

 

 

$

(248

)

 

$

150

 

 

$

599

 

 

$

(449

)

 

(1)

Other products produced includes sales of chips, other byproducts and third-party residual log sales from our Canadian Forestlands operations.

 

Comparing Second Quarter 2019 with Second Quarter 2018

 

Net sales

Net sales decreased $321 million – 21 percent – primarily due to:

a $186 million decrease in structural lumber sales attributable to a 28 percent decrease in realizations, partially offset by a 1 percent increase in sales volumes; 

a $121 million decrease in oriented strand board sales attributable to a 42 percent decrease in realizations, as well as a 3 percent decrease in sales volumes;

an $11 million decrease in softwood plywood sales attributable to an 18 percent decrease in realizations, as well as a 3 percent decrease in sales volumes;

a $6 million decrease in engineered I-joists sales attributable to a 9 percent decrease in sales volumes, partially offset by a 2 percent increase in realizations and

a $5 million decrease in engineered solid section sales attributable to a 5 percent decrease in sales volumes, partially offset by a 3 percent increase in realizations.

These decreases were partially offset by a $7 million increase in sales for complementary building products.

 

Costs of sales

Costs of sales decreased $55 million – 5 percent – primarily due to lower sales volumes across most product lines, as discussed above.

 

21


 

Operating income and Net contribution to earnings

Operating income and net contribution to earnings decreased $248 million – 75 percent – primarily due to the change in gross margin, as discussed above.

Comparing Year-to-Date 2019 with Year-to-Date 2018

 

Net sales

Net sales decreased $551 million – 19 percent – primarily due to:

a $311 million decrease in structural lumber sales primarily attributable to a 25 percent decrease in realizations;

a $193 million decrease in oriented strand board sales attributable to a 36 percent decrease in realizations as well as a 3 percent decrease in sales volumes;

an $18 million decrease in engineered solid section sales attributable to a 10 percent decrease in sales volumes, partially offset by a 4 percent increase in realizations;

a $17 million decrease in softwood plywood sales attributable to a 15 percent decrease in realizations as well as a 1 percent decrease in sales volumes;

a $14 million decrease in engineered I-joists sales attributable to a 12 percent decrease in sales volumes, partially offset by a 5 percent increase in realizations and

a $7 million decrease in medium density fiberboard sales attributable to a 7 percent decrease in sales volumes.

These decreases were partially offset by a $7 million increase in sales for complementary building products.

 

Costs of sales

Costs of sales decreased $108 million – 5 percent – primarily due to lower sales volumes across most product lines, as discussed above.

 

Operating income and Net contribution to earnings

Operating income and net contribution to earnings decreased $449 million – 75 percent – primarily due to the change in gross margin, as discussed above.

Third-Party Sales Volumes

 

 

 

QUARTER ENDED

 

 

AMOUNT OF

CHANGE

 

 

YEAR-TO-DATE ENDED

 

 

AMOUNT OF

CHANGE

 

VOLUMES IN MILLIONS(1)

 

JUNE 2019

 

 

JUNE 2018

 

 

2019 VS.

2018

 

 

JUNE 2019

 

 

JUNE 2018

 

 

2019 VS.

2018

 

Structural lumber – board feet

 

 

1,274

 

 

 

1,261

 

 

 

13

 

 

 

2,407

 

 

 

2,401

 

 

 

6

 

Oriented strand board – square feet (3/8”)

 

 

733

 

 

 

754

 

 

 

(21

)

 

 

1,450

 

 

 

1,493

 

 

 

(43

)

Engineered solid section – cubic feet

 

 

6.1

 

 

 

6.4

 

 

 

(0.3

)

 

 

11.3

 

 

 

12.6

 

 

 

(1.3

)

Engineered I-joists – lineal feet

 

 

52

 

 

 

57

 

 

 

(5

)

 

 

93

 

 

 

106

 

 

 

(13

)

Softwood plywood – square feet (3/8”)

 

 

115

 

 

 

118

 

 

 

(3

)

 

 

230

 

 

 

233

 

 

 

(3

)

Medium density fiberboard – square feet (3/4”)

 

 

55

 

 

 

55

 

 

 

 

 

 

99

 

 

 

106

 

 

 

(7

)

 

(1)

Sales volumes include sales of internally produced products and products purchased for resale primarily through our distribution business.

 

22


 

PRODUCTION AND OUTSIDE PURCHASE VOLUMES

 

Outside purchase volumes are primarily purchased for resale through our distribution business. Production volumes are produced for sale through our own sales organizations and through our distribution business. Production of oriented strand board and engineered solid section are also used to manufacture engineered I-joists.

 

 

 

QUARTER ENDED

 

 

AMOUNT OF

CHANGE

 

 

YEAR-TO-DATE ENDED

 

 

AMOUNT OF

CHANGE

 

VOLUMES IN MILLIONS

 

JUNE 2019

 

 

JUNE 2018

 

 

2019 VS.

2018

 

 

JUNE 2019

 

 

JUNE 2018

 

 

2019 VS.

2018

 

Structural lumber – board feet:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production

 

 

1,193

 

 

 

1,180

 

 

 

13

 

 

 

2,338

 

 

 

2,340

 

 

 

(2

)

Outside purchase

 

 

58

 

 

 

49

 

 

 

9

 

 

 

113

 

 

 

96

 

 

 

17

 

Total

 

 

1,251

 

 

 

1,229

 

 

 

22

 

 

 

2,451

 

 

 

2,436

 

 

 

15

 

Oriented strand board – square feet (3/8”):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production

 

 

736

 

 

 

747

 

 

 

(11

)

 

 

1,465

 

 

 

1,481

 

 

 

(16

)

Outside purchase

 

 

88

 

 

 

110

 

 

 

(22

)

 

 

169

 

 

 

210

 

 

 

(41

)

Total

 

 

824

 

 

 

857

 

 

 

(33

)

 

 

1,634

 

 

 

1,691

 

 

 

(57

)

Engineered solid section – cubic feet:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production

 

 

6.0

 

 

 

6.4

 

 

 

(0.4

)

 

 

11.9

 

 

 

12.7

 

 

 

(0.8

)

Outside purchase

 

 

0.2

 

 

 

0.1

 

 

 

0.1

 

 

 

0.2

 

 

 

1.1

 

 

 

(0.9

)

Total

 

 

6.2

 

 

 

6.5

 

 

 

(0.3

)

 

 

12.1

 

 

 

13.8

 

 

 

(1.7

)

Engineered I-joists – lineal feet:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production

 

 

47

 

 

 

52

 

 

 

(5

)

 

 

91

 

 

 

108

 

 

 

(17

)

Outside purchase

 

 

3

 

 

 

4

 

 

 

(1

)

 

 

5

 

 

 

7

 

 

 

(2

)

Total

 

 

50

 

 

 

56

 

 

 

(6

)

 

 

96

 

 

 

115

 

 

 

(19

)

Softwood plywood – square feet (3/8”):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production

 

 

104

 

 

 

105

 

 

 

(1

)

 

 

202

 

 

 

202

 

 

 

 

Outside purchase

 

 

19

 

 

 

20

 

 

 

(1

)

 

 

35

 

 

 

40

 

 

 

(5

)

Total

 

 

123

 

 

 

125

 

 

 

(2

)

 

 

237

 

 

 

242

 

 

 

(5

)

Medium density fiberboard – square feet (3/4"):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production

 

 

61

 

 

 

57

 

 

 

4

 

 

 

106

 

 

 

107

 

 

 

(1

)

Total

 

 

61

 

 

 

57

 

 

 

4

 

 

 

106

 

 

 

107

 

 

 

(1

)

 

UNALLOCATED ITEMS

 

Unallocated items are gains or charges not related to, or allocated to, an individual operating segment. They include all or a portion of items such as share-based compensation, pension and postretirement costs, elimination of intersegment profit in inventory and LIFO, foreign exchange transaction gains and losses, interest income and other as well as legacy obligations.

 

Net Contribution to Earnings – Unallocated Items

 

 

 

QUARTER ENDED

 

 

AMOUNT OF

CHANGE

 

 

YEAR-TO-DATE ENDED

 

 

AMOUNT OF

CHANGE

 

DOLLAR AMOUNTS IN MILLIONS

 

JUNE 2019

 

 

JUNE 2018

 

 

2019 VS.

2018

 

 

JUNE 2019

 

 

JUNE 2018

 

 

2019 VS.

2018

 

Unallocated corporate function and variable compensation expense

 

$

(12

)

 

$

(19

)

 

$

7

 

 

$

(31

)

 

$

(37

)

 

$

6

 

Liability classified share-based compensation

 

 

 

 

 

(2

)

 

 

2

 

 

 

(4

)

 

 

(2

)

 

 

(2

)

Foreign exchange loss

 

 

2

 

 

 

2

 

 

 

 

 

 

(1

)

 

 

 

 

 

(1

)

Elimination of intersegment profit in inventory and LIFO

 

 

(5

)

 

 

3

 

 

 

(8

)

 

 

(10

)

 

 

(18

)

 

 

8

 

Other

 

 

(17

)

 

 

(20

)

 

 

3

 

 

 

(56

)

 

 

(59

)

 

 

3

 

Operating income (loss)

 

 

(32

)

 

 

(36

)

 

 

4

 

 

 

(102

)

 

 

(116

)

 

 

14

 

Non-operating pension and other postretirement benefit costs

 

 

(10

)

 

 

(13

)

 

 

3

 

 

 

(480

)

 

 

(37

)

 

 

(443

)

Interest income and other

 

 

6

 

 

 

11

 

 

 

(5

)

 

 

16

 

 

 

23

 

 

 

(7

)

Net contribution to earnings (loss)

 

$

(36

)

 

$

(38

)

 

$

2

 

 

$

(566

)

 

$

(130

)

 

$

(436

)

 

23


 

Comparing Second Quarter 2019 with Second Quarter 2018

 

Unallocated Items net contribution to earnings increased $2 million – 5 percent – primarily due to small fluctuations such as, a $7 million decrease in unallocated corporate function and variable compensation expense and an $8 million decrease in elimination of intersegment profit in inventory and LIFO.

 

Comparing Year-to-Date 2019 with Year-to-Date 2018

 

Unallocated Items net contribution to earnings decreased $436 million – 335 percent – primarily due to an increase in non-operating pension and other postretirement benefit costs, which is primarily attributable to the $449 million noncash pretax pension settlement charge recorded during year-to-date 2019. The settlement charge is related to the transfer of pension assets and liabilities through the purchase of a group annuity contract (refer to Note 7: Pension and Other Postretirement Benefit Plans for further details).

 

INTEREST EXPENSE

 

Our interest expense, net of capitalized interest, was:

$91 million for second quarter 2019 and $198 million year-to-date 2019

$92 million for second quarter 2018 and $185 million year-to-date 2018.

 

Interest expense decreased by $1 million compared to second quarter 2018 primarily due to the decreased weighted average interest rate on our debt portfolio, partially offset by an increase in average long-term debt principal outstanding (refer to Note 9: Long-Term Debt and Line of Credit for further details).

 

Interest expense increased by $13 million compared to year-to-date 2018, primarily due to a $12 million charge related to the early extinguishment of debt recorded in first quarter 2019. The remaining change is a result of interest expense related to our line of credit during year-to-date 2019, as there was no related activity in 2018. Refer to Note 9: Long-Term Debt and Line of Credit for further details.

 

INCOME TAXES

 

Our provision for income taxes was:

a $37 million benefit for second quarter 2019 and a $141 million benefit year-to-date 2019;

a $65 million expense for second quarter 2018 and a $95 million expense year-to-date 2018.

Our provision for income taxes is primarily driven by earnings (losses) generated by our TRSs. During 2019, a noncash pretax settlement charge of $449 million was recorded related to the transfer of pension assets and liabilities through the purchase of a group annuity contract. As a result of this charge, we recognized a tax provision benefit of approximately $109 million in 2019. Overall performance results for our business segments can be found in Consolidated Results.

 

Refer to Note 16: Income Taxes and Note 7: Pension and Other Postretirement Benefit Plans for additional information.

 

LIQUIDITY AND CAPITAL RESOURCES

 

We are committed to maintaining an appropriate capital structure that provides flexibility and enables us to protect the interests of our shareholders and lenders and maintain access to all major financial markets.

 

CASH FROM OPERATIONS

 

Consolidated net cash provided by our operations was:

$382 million for year-to-date 2019 and

$733 million for year-to-date 2018.

 

Net cash from operations decreased $351 million, primarily due to:

decreased cash flows from our business segments and

cash used in working capital changes.

 

CASH FROM (USED IN) INVESTING ACTIVITIES

 

Consolidated net cash used in or provided by investing activities was:

$129 million cash provided by investing activities for year-to-date 2019 and

$149 million cash used in investing activities for year-to-date 2018.

 

Net cash from investing activities increased $278 million, primarily due to:

$253 million of cash proceeds received related to our buyer-sponsored SPEs during first quarter 2019 and  

a $32 million decrease in cash outflow for property and equipment capital expenditures.

 

24


 

Summary of Capital Spending by Business Segment

 

 

 

YEAR-TO-DATE ENDED

 

DOLLAR AMOUNTS IN MILLIONS

 

JUNE 2019

 

 

JUNE 2018

 

Timberlands

 

$

51

 

 

$

57

 

Real Estate & ENR

 

 

 

 

 

 

Wood Products

 

 

83

 

 

 

120

 

Unallocated Items

 

 

9

 

 

 

1

 

Total

 

$

143

 

 

$

178

 

 

We expect our net capital expenditures for 2019 will be approximately $380 million. The amount we spend on capital expenditures could change.

 

CASH USED IN FINANCING ACTIVITIES

 

Consolidated net cash used in financing activities was:

$633 million for year-to-date 2019 and

$507 million for year-to-date 2018.

 

Net cash used in financing activities increased $126 million, primarily due to:

a $450 million increase in cash used for payments of long-term debt;

a $285 million net cash outflow related to borrowings on our line of credit, with no similar activity during year-to-date 2018;

a $60 million cash outflow for the repurchase of common shares, with no similar activity during year-to-date 2018;

a $44 million decrease in cash received from exercise of stock options and  

a $22 million increase in cash used for payment of dividends on common shares.

 

These increases in cash used were partially offset by $739 million cash proceeds received from the issuance of long-term debt.

 

Line of Credit

 

As of June 30, 2019 and December 31, 2018, we had $140 million and $425 million, respectively, of outstanding borrowings on our $1.5 billion five-year senior unsecured revolving credit facility. This credit facility expires in March 2022.

 

Refer to Note 9: Long-Term Debt and Line of Credit for further information.

 

Long-Term Debt

 

In February 2019, we issued $750 million of 4.00 percent notes due in November 2029. The net proceeds after deducting the discount, underwriting fees, and issuance costs were $739 million. In March 2019, a portion of the net proceeds were used to redeem our outstanding $500 million 7.38 percent note due in October 2019. A pretax charge of $12 million was included in "Interest expense, net of capitalized interest" in the Consolidated Statement of Operations in first quarter 2019, for make-whole premiums, unamortized debt issuance costs and unamortized debt discounts in connection with the early extinguishment of debt.

 

During first quarter 2018, we paid our $62 million 7.00 percent debenture at maturity.

 

Refer to Note 9: Long-Term Debt and Line of Credit for further information.

 

Our 2017 revolving credit agreement and our 2017 term loan agreement utilize the London Inter-bank Offered Rate (LIBOR) as a basis for one of the interest rate options available to the company. We expect that the LIBOR rate will be discontinued at some point during 2021. We expect to work with our lenders to identify a suitable replacement rate and amend our debt agreements to reflect this new reference rate accordingly. We do not believe that the discontinuation of LIBOR as a reference rate in our debt agreements will have a material adverse effect on our financial position or materially affect our interest expense.  

 

Debt Covenants

 

During year-to-date 2019, there have been no significant changes to the debt covenants presented in our 2018 Annual Report on Form 10-K for our existing long-term debt instruments.

 

Option Exercises

 

We received cash proceeds from the exercise of stock options of:

$4 million for year-to-date 2019 and

$48 million for year-to-date 2018.

 

Our average stock price was $25.30 and $35.94 for year-to-date 2019 and 2018, respectively.

 

Dividend Payments

 

We paid cash dividends on common shares of:

$507 million for year-to-date 2019 and

$485 million for year-to-date 2018.

 

25


 

The increase in dividends paid is primarily due to an increase in our dividends from 64 cents per share for year-to-date 2018 to 68 cents per share for year-to-date 2019.

 

Share Repurchases

 

During year-to-date 2019, we repurchased over 2.3 million common shares for approximately $60 million under the 2019 Repurchase Program. There were no unsettled repurchases as of June 30, 2019 or December 31, 2018. Refer to Note 4: Net Earnings (Loss) Per Share and Share Repurchases for further information.

 

PERFORMANCE MEASURES

 

We use Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (Adjusted EBITDA) as a key performance measure to evaluate the performance of the consolidated company and our business segments. This measure should not be considered in isolation from, and is not intended to represent an alternative to, our results reported in accordance with U.S. generally accepted accounting principles (U.S. GAAP). However, we believe Adjusted EBITDA provides meaningful supplemental information for investors about our operating performance, better facilitates period to period comparisons, and is widely used by analysts, lenders, rating agencies and other interested parties.

 

Our definition of Adjusted EBITDA may be different from similarly titled measures reported by other companies. Adjusted EBITDA, as we define it, is operating income adjusted for depreciation, depletion, amortization, basis of real estate sold, and special items.

 

Adjusted EBITDA by Segment

 

 

 

QUARTER ENDED

 

 

AMOUNT OF

CHANGE

 

 

YEAR-TO-DATE ENDED

 

 

AMOUNT OF

CHANGE

 

DOLLAR AMOUNTS IN MILLIONS

 

JUNE 2019

 

 

JUNE 2018

 

 

2019 VS.

2018

 

 

JUNE 2019

 

 

JUNE 2018

 

 

2019 VS.

2018

 

Adjusted EBITDA by Segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timberlands

 

$

175

 

 

$

240

 

 

$

(65

)

 

$

368

 

 

$

508

 

 

$

(140

)

Real Estate & ENR

 

 

71

 

 

 

47

 

 

 

24

 

 

 

177

 

 

 

88

 

 

 

89

 

Wood Products

 

 

128

 

 

 

385

 

 

 

(257

)

 

 

243

 

 

 

671

 

 

 

(428

)

 

 

 

374

 

 

 

672

 

 

 

(298

)

 

 

788

 

 

 

1,267

 

 

 

(479

)

Unallocated Items

 

 

(31

)

 

 

(35

)

 

 

4

 

 

 

(80

)

 

 

(86

)

 

 

6

 

Adjusted EBITDA

 

$

343

 

 

$

637

 

 

$

(294

)

 

$

708

 

 

$

1,181

 

 

$

(473

)

 

We reconcile Adjusted EBITDA by segment to "Net earnings" for the consolidated company and to "Operating income" for the business segments, as those are the most directly comparable U.S. GAAP measures for each. The table below reconciles Adjusted EBITDA for the quarter ended June 30, 2019:

 

DOLLAR AMOUNTS IN MILLIONS

 

Timberlands

 

 

Real Estate &

ENR

 

 

Wood

Products

 

 

Unallocated

Items

 

 

Total

 

Adjusted EBITDA by Segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

128

 

Interest expense, net of capitalized interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

91

 

Income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(37

)

Net contribution to earnings (loss)

 

$

102

 

 

$

35

 

 

$

81

 

 

$

(36

)

 

$

182

 

Non-operating pension and other postretirement benefit costs(1)

 

 

 

 

 

 

 

 

 

 

 

10

 

 

 

10

 

Interest income and other

 

 

 

 

 

 

 

 

 

 

 

(6

)

 

 

(6

)

Operating income (loss)

 

 

102

 

 

 

35

 

 

 

81

 

 

 

(32

)

 

 

186

 

Depreciation, depletion and amortization

 

 

73

 

 

 

3

 

 

 

47

 

 

 

1

 

 

 

124

 

Basis of real estate sold

 

 

 

 

 

33

 

 

 

 

 

 

 

 

 

33

 

Special items included in operating income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

175

 

 

$

71

 

 

$

128

 

 

$

(31

)

 

$

343

 

 

(1)

Non-operating pension and other postretirement benefit costs includes a pretax special item consisting of a $6 million benefit from finalizing the noncash settlement charge incurred in first quarter 2019 related to the transfer of pension assets and liabilities through the purchase of a group annuity contract.

26


 

The table below reconciles Adjusted EBITDA for the quarter ended June 30, 2018:

 

DOLLAR AMOUNTS IN MILLIONS

 

Timberlands

 

 

Real Estate &

ENR

 

 

Wood

Products

 

 

Unallocated

Items

 

 

Total

 

Adjusted EBITDA by Segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

317

 

Interest expense, net of capitalized interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

92

 

Income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

65

 

Net contribution to earnings (loss)

 

$

161

 

 

$

22

 

 

$

329

 

 

$

(38

)

 

$

474

 

Non-operating pension and other postretirement benefit costs

 

 

 

 

 

 

 

 

 

 

 

13

 

 

 

13

 

Interest income and other

 

 

 

 

 

 

 

 

 

 

 

(11

)

 

 

(11

)

Operating income (loss)

 

 

161

 

 

 

22

 

 

 

329

 

 

 

(36

)

 

 

476

 

Depreciation, depletion and amortization

 

 

79

 

 

 

3

 

 

 

36

 

 

 

1

 

 

 

119

 

Basis of real estate sold

 

 

 

 

 

22

 

 

 

 

 

 

 

 

 

22

 

Special items included in operating income (loss)(1)

 

 

 

 

 

 

 

 

20

 

 

 

 

 

 

20

 

Adjusted EBITDA

 

$

240

 

 

$

47

 

 

$

385

 

 

$

(35

)

 

$

637

 

 

(1)

Operating income (loss) includes pretax special items consisting of $25 million of product remediation charges, partially offset by $5 million of insurance recoveries.

 

The table below reconciles Adjusted EBITDA for the year-to-date period ended June 30, 2019:

 

DOLLAR AMOUNTS IN MILLIONS

 

Timberlands

 

 

Real Estate &

ENR

 

 

Wood

Products

 

 

Unallocated

Items

 

 

Total

 

Adjusted EBITDA by Segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(161

)

Interest expense, net of capitalized interest(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

198

 

Income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(141

)

Net contribution to earnings (loss)

 

$

222

 

 

$

90

 

 

$

150

 

 

$

(566

)

 

$

(104

)

Non-operating pension and other postretirement benefit costs(2)

 

 

 

 

 

 

 

 

 

 

 

480

 

 

 

480

 

Interest income and other

 

 

 

 

 

 

 

 

 

 

 

(16

)

 

 

(16

)

Operating income (loss)

 

 

222

 

 

 

90

 

 

 

150

 

 

 

(102

)

 

 

360

 

Depreciation, depletion and amortization

 

 

146

 

 

 

6

 

 

 

93

 

 

 

2

 

 

 

247

 

Basis of real estate sold

 

 

 

 

 

81

 

 

 

 

 

 

 

 

 

81

 

Special items included in operating income (loss)(3)

 

 

 

 

 

 

 

 

 

 

 

20

 

 

 

20

 

Adjusted EBITDA

 

$

368

 

 

$

177

 

 

$

243

 

 

$

(80

)

 

$

708

 

 

(1)

Interest expense, net of capitalized interest includes a pretax special item of $12 million related to a charge for the early extinguishment of debt.

(2)

Non-operating pension and other postretirement benefit costs includes a pretax special item consisting of a $449 million noncash settlement charge related to the transfer of approximately $1.5 billion of U.S. qualified pension plan assets and liabilities to an insurance company through the purchase of a group annuity contract.

(3)

Operating income (loss) includes a pretax special item consisting of a $20 million legal charge.

 

The table below reconciles Adjusted EBITDA for the year-to-date period ended June 30, 2018:

 

DOLLAR AMOUNTS IN MILLIONS

 

Timberlands

 

 

Real Estate

& ENR

 

 

Wood

Products

 

 

Unallocated

Items

 

 

Total

 

Adjusted EBITDA by Segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

586

 

Interest expense, net of capitalized interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

185

 

Income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

95

 

Net contribution to earnings (loss)

 

$

350

 

 

$

47

 

 

$

599

 

 

$

(130

)

 

$

866

 

Non-operating pension and other postretirement benefit costs

 

 

 

 

 

 

 

 

 

 

 

37

 

 

 

37

 

Interest income and other

 

 

 

 

 

 

 

 

 

 

 

(23

)

 

 

(23

)

Operating income (loss)

 

 

350

 

 

 

47

 

 

 

599

 

 

 

(116

)

 

 

880

 

Depreciation, depletion and amortization

 

 

158

 

 

 

7

 

 

 

72

 

 

 

2

 

 

 

239

 

Basis of real estate sold

 

 

 

 

 

34

 

 

 

 

 

 

 

 

 

34

 

Special items included in operating income (loss)(1)

 

 

 

 

 

 

 

 

 

 

 

28

 

 

 

28

 

Adjusted EBITDA

 

$

508

 

 

$

88

 

 

$

671

 

 

$

(86

)

 

$

1,181

 

 

(1)

Operating income (loss) includes pretax special items consisting of $25 million of product remediation insurance recoveries; $25 million of product remediation charges; and $28 million of environmental remediation expense.

27


 

 

 

CRITICAL ACCOUNTING POLICIES

 

There have been no significant changes during year-to-date 2019 to the critical accounting policies presented in our 2018 Annual Report on Form 10-K.

 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

LONG-TERM INDEBTEDNESS OBLIGATIONS

The following summary of our long-term indebtedness obligations includes:

scheduled principal repayments for the next five years and after;

weighted average interest rates for debt maturing in each of the next five years and after; and

estimated fair values of outstanding obligations.

We estimate the fair value of our debt instruments using quoted market prices we received for the same types and issues of our debt or on the discounted value of the future cash flows using market yields for the same type and comparable issues of debt. Changes in market rates of interest affect the fair value of our fixed-rate debt.

Summary of Long-Term Indebtedness Principal Obligations as of June 30, 2019

 

DOLLAR AMOUNTS IN MILLIONS

 

2019

 

 

2020

 

 

2021

 

 

2022

 

 

2023

 

 

THEREAFTER

 

 

TOTAL(1)(2)

 

 

FAIR VALUE

 

Fixed-rate debt

 

$

 

 

$

 

 

$

719

 

 

$

 

 

$

1,876

 

 

$

3,324

 

 

$

5,919

 

 

$

6,995

 

Average interest rate

 

 

%

 

 

%

 

 

5.58

%

 

 

%

 

 

4.91

%

 

 

6.69

%

 

 

5.99

%

 

N/A

 

Variable-rate debt(3)

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

225

 

 

$

225

 

 

$

225

 

Average interest rate

 

 

%

 

 

%

 

 

%

 

 

%

 

 

%

 

 

4.00

%

 

 

4.00

%

 

N/A

 

 

(1)

Excludes $9 million of unamortized discounts, capitalized debt expense and business combination fair value adjustments.

(2)

Does not include nonrecourse debt held by our Variable Interest Entities (VIEs). See Note 6: Variable Interest Entities for further information on our VIEs and the related nonrecourse debt.

(3)

Excludes borrowings under our line of credit of $140 million as of June 30, 2019. Our line of credit expires in 2022, at which time all outstanding amounts must be repaid. The timing of the repayment of the current outstanding balance is uncertain. See Note 9: Long-Term Debt and Line of Credit for further information on our line of credit.

Item 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls are controls and other procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, to allow timely decisions regarding required disclosure. The company’s principal executive officer and principal financial officer have concluded that the company’s disclosure controls and procedures were effective as of June 30, 2019, based on an evaluation of the company’s disclosure controls and procedures as of that date.

CHANGES IN INTERNAL CONTROLS

No changes occurred in the company’s internal control over financial reporting during year-to-date 2019 that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Refer to Note 11: Legal Proceedings, Commitments and Contingencies.

Item 1A. RISK FACTORS

There have been no material changes with respect to the risk factors disclosed in our 2018 Annual Report on Form 10-K.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

 

On February 7, 2019, our board of directors approved and announced a new share repurchase program under which we are authorized to repurchase up to $500 million of outstanding shares. Concurrently, the board terminated the remaining repurchase authorization under the share repurchase program approved by the board in November 2015.

 

There were no share repurchases during second quarter 2019.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None.

28


 

 

Item 6. EXHIBITS

 

31

Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.

 

 

32

Certification pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).

 

 

101.INS

XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

 

101.SCH

XBRL Taxonomy Extension Schema Document

 

 

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

 

 

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

 

 

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

 

29


 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

WEYERHAEUSER COMPANY

 

(Registrant)

 

 

 

Date: July 26, 2019

By:

/s/ David M. Wold

 

 

David M. Wold

 

 

Vice President and Chief Accounting Officer

 

 

(Principal Accounting Officer and Duly Authorized Officer)

 

30