|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Washington
|
|
91-0470860
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
|
|
|
33663 Weyerhaeuser Way South
Federal Way, Washington
|
|
98063-9777
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
PART I
|
FINANCIAL INFORMATION
|
|
ITEM 1.
|
FINANCIAL STATEMENTS:
|
|
|
||
|
||
|
||
|
||
|
||
|
||
ITEM 2.
|
||
ITEM 3.
|
||
ITEM 4.
|
||
|
|
|
PART II
|
OTHER INFORMATION
|
|
ITEM 1.
|
||
ITEM 1A.
|
||
ITEM 2.
|
||
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
NA
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
NA
|
ITEM 5.
|
OTHER INFORMATION
|
NA
|
ITEM 6.
|
||
|
|
QUARTER ENDED
|
|
YEAR-TO-DATE
ENDED
|
||||||||||||
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES
|
JUNE 2015
|
|
JUNE 2014
|
|
JUNE 2015
|
|
JUNE 2014
|
||||||||
Net sales
|
$
|
1,807
|
|
|
$
|
1,964
|
|
|
$
|
3,528
|
|
|
$
|
3,700
|
|
Cost of products sold
|
1,474
|
|
|
1,499
|
|
|
2,859
|
|
|
2,860
|
|
||||
Gross margin
|
333
|
|
|
465
|
|
|
669
|
|
|
840
|
|
||||
Selling expenses
|
28
|
|
|
27
|
|
|
56
|
|
|
55
|
|
||||
General and administrative expenses
|
71
|
|
|
88
|
|
|
145
|
|
|
176
|
|
||||
Research and development expenses
|
6
|
|
|
7
|
|
|
11
|
|
|
14
|
|
||||
Charges for restructuring, closures and impairments
(Note 12)
|
—
|
|
|
8
|
|
|
14
|
|
|
27
|
|
||||
Other operating income, net
(Note 13)
|
(15
|
)
|
|
(65
|
)
|
|
—
|
|
|
(140
|
)
|
||||
Operating income
|
243
|
|
|
400
|
|
|
443
|
|
|
708
|
|
||||
Interest income and other
|
2
|
|
|
11
|
|
|
5
|
|
|
20
|
|
||||
Interest expense, net of capitalized interest
|
(88
|
)
|
|
(83
|
)
|
|
(171
|
)
|
|
(166
|
)
|
||||
Earnings before income taxes
|
157
|
|
|
328
|
|
|
277
|
|
|
562
|
|
||||
Income taxes
(Note 14)
|
(13
|
)
|
|
(59
|
)
|
|
(32
|
)
|
|
(109
|
)
|
||||
Earnings from continuing operations
|
144
|
|
|
269
|
|
|
245
|
|
|
453
|
|
||||
Earnings from discontinued operations, net of income taxes
(Note 3)
|
—
|
|
|
22
|
|
|
—
|
|
|
32
|
|
||||
Net earnings
|
144
|
|
|
291
|
|
|
245
|
|
|
485
|
|
||||
Dividends on preference shares
|
(11
|
)
|
|
(11
|
)
|
|
(22
|
)
|
|
(22
|
)
|
||||
Net earnings attributable to Weyerhaeuser common shareholders
|
$
|
133
|
|
|
$
|
280
|
|
|
$
|
223
|
|
|
$
|
463
|
|
Earnings per share attributable to Weyerhaeuser common shareholders, basic
(Note 4)
:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.26
|
|
|
$
|
0.44
|
|
|
$
|
0.43
|
|
|
$
|
0.73
|
|
Discontinued operations
|
—
|
|
|
0.04
|
|
|
—
|
|
|
0.06
|
|
||||
Net earnings per share
|
$
|
0.26
|
|
|
$
|
0.48
|
|
|
$
|
0.43
|
|
|
$
|
0.79
|
|
Earnings per share attributable to Weyerhaeuser common shareholders, diluted
(Note 4)
:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.26
|
|
|
$
|
0.43
|
|
|
$
|
0.43
|
|
|
$
|
0.73
|
|
Discontinued operations
|
—
|
|
|
0.04
|
|
|
—
|
|
|
0.06
|
|
||||
Net earnings per share
|
$
|
0.26
|
|
|
$
|
0.47
|
|
|
$
|
0.43
|
|
|
$
|
0.79
|
|
Dividends paid per share
|
$
|
0.29
|
|
|
$
|
0.22
|
|
|
$
|
0.58
|
|
|
$
|
0.44
|
|
Weighted average shares outstanding (in thousands)
(Note 4)
:
|
|
|
|
|
|
|
|
||||||||
Basic
|
516,626
|
|
|
586,061
|
|
|
520,008
|
|
|
585,491
|
|
||||
Diluted
|
519,804
|
|
|
589,766
|
|
|
523,595
|
|
|
589,542
|
|
|
QUARTER ENDED
|
|
YEAR-TO-DATE
ENDED |
||||||||||||
DOLLAR AMOUNTS IN MILLIONS
|
JUNE 2015
|
|
JUNE 2014
|
|
JUNE 2015
|
|
JUNE 2014
|
||||||||
Consolidated net earnings
|
$
|
144
|
|
|
$
|
291
|
|
|
$
|
245
|
|
|
$
|
485
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
12
|
|
|
21
|
|
|
(35
|
)
|
|
(1
|
)
|
||||
Actuarial gains, net of tax expense of $24, $18, $50 and $33
|
44
|
|
|
31
|
|
|
106
|
|
|
67
|
|
||||
Prior service costs, net of tax expense (benefit) of $1, ($13), $1 and ($30)
|
—
|
|
|
(14
|
)
|
|
(2
|
)
|
|
(43
|
)
|
||||
Unrealized gains on available-for-sale securities
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Total other comprehensive income
|
56
|
|
|
38
|
|
|
70
|
|
|
23
|
|
||||
Comprehensive income
|
$
|
200
|
|
|
$
|
329
|
|
|
$
|
315
|
|
|
$
|
508
|
|
DOLLAR AMOUNTS IN MILLIONS
|
JUNE 30,
2015 |
|
DECEMBER 31,
2014 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,121
|
|
|
$
|
1,580
|
|
Receivables, less allowances of $3 and $3
|
537
|
|
|
525
|
|
||
Receivables for taxes
|
12
|
|
|
25
|
|
||
Inventories
(Note 5)
|
603
|
|
|
595
|
|
||
Prepaid expenses
|
82
|
|
|
80
|
|
||
Deferred tax assets
|
162
|
|
|
228
|
|
||
Total current assets
|
2,517
|
|
|
3,033
|
|
||
Property and equipment, less accumulated depreciation of $6,378 and $6,324
|
2,557
|
|
|
2,623
|
|
||
Construction in progress
|
171
|
|
|
131
|
|
||
Timber and timberlands at cost, less depletion charged to disposals
|
6,531
|
|
|
6,530
|
|
||
Investments in and advances to equity affiliates
|
176
|
|
|
188
|
|
||
Goodwill
|
40
|
|
|
40
|
|
||
Deferred tax assets
|
2
|
|
|
8
|
|
||
Other assets
|
274
|
|
|
289
|
|
||
Restricted financial investments held by variable interest entities
|
615
|
|
|
615
|
|
||
Total assets
|
$
|
12,883
|
|
|
$
|
13,457
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
343
|
|
|
$
|
331
|
|
Accrued liabilities
(Note 7)
|
576
|
|
|
587
|
|
||
Total current liabilities
|
919
|
|
|
918
|
|
||
Long-term debt
(Note 8)
|
4,891
|
|
|
4,891
|
|
||
Long-term debt (nonrecourse to the company) held by variable interest entities
|
511
|
|
|
511
|
|
||
Deferred income taxes
|
196
|
|
|
206
|
|
||
Deferred pension and other postretirement benefits
|
1,166
|
|
|
1,319
|
|
||
Other liabilities
|
275
|
|
|
308
|
|
||
Total liabilities
|
7,958
|
|
|
8,153
|
|
||
Commitments and contingencies
(Note 9)
|
|
|
|
|
|
||
|
|
|
|
||||
Equity:
|
|
|
|
||||
Mandatory convertible preference shares, series A: $1.00 par value; $50.00 liquidation; authorized 40,000,000 shares; issued and outstanding: 13,799,711 and 13,800,000 shares
|
14
|
|
|
14
|
|
||
Common shares: $1.25 par value; authorized 1,360,000,000 shares; issued and outstanding: 514,121,330 and 524,474,315 shares
|
643
|
|
|
656
|
|
||
Other capital
|
4,163
|
|
|
4,519
|
|
||
Retained earnings
|
1,428
|
|
|
1,508
|
|
||
Cumulative other comprehensive loss
(Note 10)
|
(1,323
|
)
|
|
(1,393
|
)
|
||
Total equity
|
4,925
|
|
|
5,304
|
|
||
Total liabilities and equity
|
$
|
12,883
|
|
|
$
|
13,457
|
|
|
YEAR-TO-DATE ENDED
|
||||||
DOLLAR AMOUNTS IN MILLIONS
|
JUNE 2015
|
|
JUNE 2014
|
||||
Cash flows from operations:
|
|
|
|
||||
Net earnings
|
$
|
245
|
|
|
$
|
485
|
|
Noncash charges (credits) to earnings:
|
|
|
|
||||
Depreciation, depletion and amortization
|
241
|
|
|
252
|
|
||
Deferred income taxes, net
|
16
|
|
|
125
|
|
||
Pension and other postretirement benefits
(Note 6)
|
21
|
|
|
(91
|
)
|
||
Share-based compensation expense
|
16
|
|
|
20
|
|
||
Charges for impairment of assets
|
13
|
|
|
1
|
|
||
Net gains on dispositions of assets
(1)
|
(21
|
)
|
|
(46
|
)
|
||
Foreign exchange transaction losses
(Note 13)
|
21
|
|
|
2
|
|
||
Change in:
|
|
|
|
||||
Receivables less allowances
|
(26
|
)
|
|
(48
|
)
|
||
Receivable for taxes
|
14
|
|
|
64
|
|
||
Inventories
|
(15
|
)
|
|
(54
|
)
|
||
Real estate and land
|
—
|
|
|
(107
|
)
|
||
Prepaid expenses
|
(2
|
)
|
|
—
|
|
||
Accounts payable and accrued liabilities
|
(25
|
)
|
|
(97
|
)
|
||
Deposits on land positions and other assets
|
—
|
|
|
8
|
|
||
Pension and postretirement contributions / benefit payments
|
(39
|
)
|
|
(63
|
)
|
||
Other
|
(16
|
)
|
|
(20
|
)
|
||
Net cash from operations
|
443
|
|
|
431
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Property and equipment
|
(170
|
)
|
|
(134
|
)
|
||
Timberlands reforestation
|
(27
|
)
|
|
(25
|
)
|
||
Acquisition of timberlands
|
(32
|
)
|
|
—
|
|
||
Proceeds from sale of assets
|
6
|
|
|
20
|
|
||
Other
|
12
|
|
|
—
|
|
||
Cash from investing activities
|
(211
|
)
|
|
(139
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net proceeds from issuance of Weyerhaeuser Real Estate
Company (WRECO) debt (Note 3) |
—
|
|
|
887
|
|
||
Deposit of WRECO debt proceeds into escrow
(Note 3)
|
—
|
|
|
(887
|
)
|
||
Cash dividends on common shares
|
(301
|
)
|
|
(257
|
)
|
||
Cash dividends on preference shares
|
(11
|
)
|
|
(11
|
)
|
||
Change in book overdrafts
|
—
|
|
|
(6
|
)
|
||
Exercises of stock options
|
25
|
|
|
54
|
|
||
Repurchase of common stock
(Note 4)
|
(407
|
)
|
|
—
|
|
||
Other
|
3
|
|
|
1
|
|
||
Cash from financing activities
|
(691
|
)
|
|
(219
|
)
|
||
Net change in cash and cash equivalents
|
(459
|
)
|
|
73
|
|
||
Cash and cash equivalents at beginning of period
|
1,580
|
|
|
835
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,121
|
|
|
$
|
908
|
|
Cash paid (received) during the period for:
|
|
|
|
||||
Interest, net of amount capitalized of $3 and $10
|
$
|
172
|
|
|
$
|
153
|
|
Income taxes
|
$
|
5
|
|
|
$
|
(45
|
)
|
(1)
|
Includes gains on timberland exchanges.
|
NOTE 1:
|
||
|
|
|
NOTE 2:
|
||
|
|
|
NOTE 3:
|
||
|
|
|
NOTE 4:
|
||
|
|
|
NOTE 5:
|
||
|
|
|
NOTE 6:
|
||
|
|
|
NOTE 7:
|
||
|
|
|
NOTE 8:
|
||
|
|
|
NOTE 9:
|
||
|
|
|
NOTE 10:
|
||
|
|
|
NOTE 11:
|
||
|
|
|
NOTE 12:
|
||
|
|
|
NOTE 13:
|
OTHER OPERATING
INCOME, NET
|
|
|
|
|
NOTE 14:
|
•
|
majority-owned domestic and foreign subsidiaries and
|
•
|
variable interest entities in which we are the primary beneficiary.
|
•
|
Timberlands – which includes logs, timber, minerals, oil and gas, and international wood products;
|
•
|
Wood Products – which includes softwood lumber, engineered wood products, structural panels and building materials distribution; and
|
•
|
Cellulose Fibers – which includes pulp, liquid packaging board and an equity interest in a newsprint joint venture.
|
|
QUARTER ENDED
|
|
YEAR-TO-DATE ENDED
|
||||||||||||
DOLLAR AMOUNTS IN MILLIONS
|
JUNE 2015
|
|
JUNE 2014
|
|
JUNE 2015
|
|
JUNE 2014
|
||||||||
Sales to unaffiliated customers:
|
|
|
|
|
|
|
|
||||||||
Timberlands
|
$
|
336
|
|
|
$
|
397
|
|
|
$
|
687
|
|
|
$
|
774
|
|
Wood Products
|
1,004
|
|
|
1,077
|
|
|
1,927
|
|
|
1,975
|
|
||||
Cellulose Fibers
|
467
|
|
|
490
|
|
|
914
|
|
|
951
|
|
||||
|
1,807
|
|
|
1,964
|
|
|
3,528
|
|
|
3,700
|
|
||||
Intersegment sales:
|
|
|
|
|
|
|
|
||||||||
Timberlands
|
187
|
|
|
186
|
|
|
415
|
|
|
424
|
|
||||
Wood Products
|
22
|
|
|
21
|
|
|
41
|
|
|
40
|
|
||||
|
209
|
|
|
207
|
|
|
456
|
|
|
464
|
|
||||
Total sales
|
2,016
|
|
|
2,171
|
|
|
3,984
|
|
|
4,164
|
|
||||
Intersegment eliminations
|
(209
|
)
|
|
(207
|
)
|
|
(456
|
)
|
|
(464
|
)
|
||||
Total
|
$
|
1,807
|
|
|
$
|
1,964
|
|
|
$
|
3,528
|
|
|
$
|
3,700
|
|
Net contribution to earnings:
|
|
|
|
|
|
|
|
||||||||
Timberlands
|
$
|
127
|
|
|
$
|
170
|
|
|
$
|
289
|
|
|
$
|
334
|
|
Wood Products
|
71
|
|
|
102
|
|
|
133
|
|
|
166
|
|
||||
Cellulose Fibers
|
27
|
|
|
91
|
|
|
60
|
|
|
145
|
|
||||
|
225
|
|
|
363
|
|
|
482
|
|
|
645
|
|
||||
Unallocated Items
(1)
|
20
|
|
|
48
|
|
|
(34
|
)
|
|
83
|
|
||||
Net contribution to earnings from discontinued operations
|
—
|
|
|
29
|
|
|
—
|
|
|
45
|
|
||||
Net contribution to earnings
|
245
|
|
|
440
|
|
|
448
|
|
|
773
|
|
||||
Interest expense, net of capitalized interest (continuing and discontinued operations)
|
(88
|
)
|
|
(85
|
)
|
|
(171
|
)
|
|
(168
|
)
|
||||
Income before income taxes (continuing and discontinued operations)
|
157
|
|
|
355
|
|
|
277
|
|
|
605
|
|
||||
Income taxes (continuing and discontinued operations)
|
(13
|
)
|
|
(64
|
)
|
|
(32
|
)
|
|
(120
|
)
|
||||
Net earnings
|
144
|
|
|
291
|
|
|
245
|
|
|
485
|
|
||||
Dividends on preference shares
|
(11
|
)
|
|
(11
|
)
|
|
(22
|
)
|
|
(22
|
)
|
||||
Net earnings attributable to Weyerhaeuser common shareholders
|
$
|
133
|
|
|
$
|
280
|
|
|
$
|
223
|
|
|
$
|
463
|
|
(1)
|
Unallocated Items are gains or charges not related to or allocated to an individual operating segment. They include a portion of items such as: share-based compensation, pension and postretirement costs, foreign exchange transaction gains and losses associated with financing and the elimination of intersegment profit in inventory and the LIFO reserve.
|
|
QUARTER ENDED
|
|
YEAR-TO-DATE ENDED
|
||||
DOLLAR AMOUNTS IN MILLIONS
|
JUNE 2014
|
|
JUNE 2014
|
||||
Net sales from discontinued operations
|
$
|
317
|
|
|
$
|
565
|
|
Income from operations
|
$
|
27
|
|
|
$
|
43
|
|
Income taxes
|
(5
|
)
|
|
(11
|
)
|
||
Net earnings from discontinued operations
|
$
|
22
|
|
|
$
|
32
|
|
•
|
$0.26
during
second
quarter and
$0.43
during year-to-date
2015
; and
|
•
|
$0.48
during
second
quarter and
$0.79
during year-to-date
2014
.
|
•
|
$0.26
during
second
quarter and
$0.43
during year-to-date
2015
; and
|
•
|
$0.47
during
second
quarter and
$0.79
during year-to-date
2014
.
|
•
|
weighted average number of our outstanding common shares and
|
•
|
the effect of our outstanding dilutive potential common shares.
|
•
|
outstanding stock options,
|
•
|
restricted stock units,
|
•
|
performance share units and
|
•
|
preference shares.
|
|
QUARTER ENDED
|
|
YEAR-TO-DATE ENDED
|
||||||||
SHARES IN THOUSANDS
|
JUNE 2015
|
|
JUNE 2014
|
|
JUNE 2015
|
|
JUNE 2014
|
||||
Stock options
|
2,102
|
|
|
4,551
|
|
|
2,102
|
|
|
4,551
|
|
Performance share units
|
354
|
|
|
453
|
|
|
354
|
|
|
453
|
|
Preference shares
|
24,987
|
|
|
24,865
|
|
|
24,987
|
|
|
24,865
|
|
DOLLAR AMOUNTS IN MILLIONS
|
JUNE 30,
2015 |
|
DECEMBER 31,
2014 |
||||
LIFO Inventories:
|
|
|
|
|
|
||
Logs and chips
|
$
|
14
|
|
|
$
|
9
|
|
Lumber, plywood and panels
|
69
|
|
|
55
|
|
||
Pulp and paperboard
|
110
|
|
|
122
|
|
||
Other products
|
15
|
|
|
11
|
|
||
FIFO or moving average cost inventories:
|
|
|
|
|
|
||
Logs and chips
|
30
|
|
|
38
|
|
||
Lumber, plywood, panels and engineered wood products
|
86
|
|
|
80
|
|
||
Pulp and paperboard
|
31
|
|
|
35
|
|
||
Other products
|
98
|
|
|
96
|
|
||
Materials and supplies
|
150
|
|
|
149
|
|
||
Total
|
$
|
603
|
|
|
$
|
595
|
|
|
PENSION
|
||||||||||||||
|
QUARTER ENDED
|
|
YEAR-TO-DATE ENDED
|
||||||||||||
DOLLAR AMOUNTS IN MILLIONS
|
JUNE 2015
|
|
JUNE 2014
|
|
JUNE 2015
|
|
JUNE 2014
|
||||||||
Service cost
(1)
|
$
|
13
|
|
|
$
|
13
|
|
|
$
|
28
|
|
|
$
|
27
|
|
Interest cost
|
68
|
|
|
69
|
|
|
133
|
|
|
138
|
|
||||
Expected return on plan assets
|
(121
|
)
|
|
(116
|
)
|
|
(239
|
)
|
|
(232
|
)
|
||||
Amortization of actuarial loss
|
47
|
|
|
30
|
|
|
91
|
|
|
61
|
|
||||
Amortization of prior service cost
|
1
|
|
|
2
|
|
|
2
|
|
|
3
|
|
||||
Total net periodic benefit cost (credit)
|
$
|
8
|
|
|
$
|
(2
|
)
|
|
$
|
15
|
|
|
$
|
(3
|
)
|
(1)
|
Service cost includes
$1 million
and
$2 million
for quarter and year-to-date ended
2014
for employees that were part of the Real Estate Divestiture. These charges are included in our results of discontinued operations.
|
|
OTHER POSTRETIREMENT BENEFITS
|
||||||||||||||
|
QUARTER ENDED
|
|
YEAR-TO-DATE ENDED
|
||||||||||||
DOLLAR AMOUNTS IN MILLIONS
|
JUNE 2015
|
|
JUNE 2014
|
|
JUNE 2015
|
|
JUNE 2014
|
||||||||
Interest cost
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Amortization of actuarial loss
|
3
|
|
|
3
|
|
|
5
|
|
|
6
|
|
||||
Amortization of prior service credit
|
(2
|
)
|
|
(47
|
)
|
|
(4
|
)
|
|
(95
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||
Total net periodic benefit cost (credit)
|
$
|
3
|
|
|
$
|
(42
|
)
|
|
$
|
6
|
|
|
$
|
(88
|
)
|
•
|
be required to contribute approximately
$38 million
for our Canadian registered plan;
|
•
|
be required to contribute or make benefit payments for our Canadian nonregistered plans of
$3 million
;
|
•
|
make benefit payments of
$19 million
for our U.S. nonqualified pension plans; and
|
•
|
make benefit payments of
$25 million
for our U.S. and Canadian other postretirement plans.
|
DOLLAR AMOUNTS IN MILLIONS
|
JUNE 30,
2015 |
|
DECEMBER 31,
2014 |
||||
Wages, salaries and severance pay
|
$
|
118
|
|
|
$
|
161
|
|
Pension and other postretirement benefits
|
47
|
|
|
47
|
|
||
Vacation pay
|
47
|
|
|
47
|
|
||
Taxes – Social Security and real and personal property
|
34
|
|
|
24
|
|
||
Interest
|
103
|
|
|
105
|
|
||
Customer rebates and volume discounts
|
39
|
|
|
46
|
|
||
Deferred income
|
82
|
|
|
75
|
|
||
Other
|
106
|
|
|
82
|
|
||
Total
|
$
|
576
|
|
|
$
|
587
|
|
|
JUNE 30,
2015 |
|
DECEMBER 31,
2014 |
||||||||||||
DOLLAR AMOUNTS IN MILLIONS
|
CARRYING
VALUE
|
|
FAIR VALUE
(LEVEL 2)
|
|
CARRYING
VALUE
|
|
FAIR VALUE
(LEVEL 2)
|
||||||||
Long-term debt (including current maturities)
|
$
|
4,891
|
|
|
$
|
5,752
|
|
|
$
|
4,891
|
|
|
$
|
5,922
|
|
•
|
market approach – based on quoted market prices we received for the same types and issues of our debt; or
|
•
|
income approach – based on the discounted value of the future cash flows using market yields for the same type and comparable issues of debt.
|
•
|
the short-term nature of these instruments,
|
•
|
carrying short-term investments at expected net realizable value and
|
•
|
the allowance for doubtful accounts.
|
•
|
legal proceedings and
|
•
|
environmental matters.
|
•
|
site remediation and
|
•
|
asset retirement obligations.
|
•
|
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.
|
|
|
PENSION
|
OTHER POSTRETIREMENT BENEFITS
|
|
|
||||||||||||||||
DOLLAR AMOUNTS IN MILLIONS
|
Foreign currency translation adjustments
|
Actuarial losses
|
Prior service costs
|
Actuarial losses
|
Prior service credits
|
Unrealized gains on available-for-sale securities
|
Total
|
||||||||||||||
Beginning balance as of December 31, 2014
|
$
|
304
|
|
$
|
(1,623
|
)
|
$
|
(15
|
)
|
$
|
(108
|
)
|
$
|
43
|
|
$
|
6
|
|
$
|
(1,393
|
)
|
Other comprehensive income (loss) before reclassifications
|
(35
|
)
|
40
|
|
2
|
|
20
|
|
(1
|
)
|
1
|
|
27
|
|
|||||||
Income taxes
|
—
|
|
(11
|
)
|
(1
|
)
|
(7
|
)
|
—
|
|
—
|
|
(19
|
)
|
|||||||
Net other comprehensive income (loss) before reclassifications
|
(35
|
)
|
29
|
|
1
|
|
13
|
|
(1
|
)
|
1
|
|
8
|
|
|||||||
Amounts reclassified from cumulative other comprehensive income (loss)
(1)
|
—
|
|
91
|
|
2
|
|
5
|
|
(4
|
)
|
—
|
|
94
|
|
|||||||
Income taxes
|
—
|
|
(31
|
)
|
(1
|
)
|
(1
|
)
|
1
|
|
—
|
|
(32
|
)
|
|||||||
Net amounts reclassified from cumulative other comprehensive income (loss)
|
—
|
|
60
|
|
1
|
|
4
|
|
(3
|
)
|
—
|
|
62
|
|
|||||||
Total other comprehensive income (loss)
|
(35
|
)
|
89
|
|
2
|
|
17
|
|
(4
|
)
|
1
|
|
70
|
|
|||||||
Ending balance as of June 30, 2015
|
$
|
269
|
|
$
|
(1,534
|
)
|
$
|
(13
|
)
|
$
|
(91
|
)
|
$
|
39
|
|
$
|
7
|
|
$
|
(1,323
|
)
|
(1) Actuarial losses and prior service credits (cost) are included in the computation of net periodic benefit costs (credits). See
Note 6: Pension and Other Postretirement Benefit Plans
.
|
•
|
vest ratably over four years;
|
•
|
vest or continue to vest in the event of death while employed, disability or retirement at an age of at least 62;
|
•
|
continue to vest upon retirement at an age of at least 62, but a portion of the grant is forfeited if retirement occurs before the one year anniversary of the grant;
|
•
|
continue to vest for one year in the event of involuntary termination when the retirement criteria has not been met; and
|
•
|
stop vesting for all other situations including early retirement prior to age 62.
|
|
OPTIONS
|
||
Expected volatility
|
25.92
|
%
|
|
Expected dividends
|
3.28
|
%
|
|
Expected term (in years)
|
4.77
|
|
|
Risk-free rate
|
1.54
|
%
|
|
Weighted average grant date fair value
|
$
|
5.85
|
|
•
|
vest ratably over four years;
|
•
|
immediately vest in the event of death while employed or disability;
|
•
|
continue to vest upon retirement at an age of at least 62, but a portion of the grant is forfeited if retirement occurs before the one year anniversary of the grant;
|
•
|
continue vesting for one year in the event of involuntary termination when the retirement criteria has not been met; and
|
•
|
will be forfeited upon termination of employment in all other situations including early retirement prior to age 62.
|
•
|
our relative total shareholder return (TSR) ranking measured against the S&P 500 over a three year period and
|
•
|
our relative TSR ranking measured against an industry peer group of companies over a three year period.
|
•
|
vest 100 percent on the third anniversary of the grant date as long as the individual remains employed by the company;
|
•
|
fully vest in the event the participant dies or becomes disabled while employed;
|
•
|
continue to vest upon retirement at an age of at least 62, but a portion of the grant is forfeited if retirement occurs before the one year anniversary of the grant;
|
•
|
continue vesting for one year in the event of involuntary termination when the retirement criteria has not been met and the employee has met the second anniversary of the grant date; and
|
•
|
will be forfeited upon termination of employment in all other situations including early retirement prior to age 62.
|
|
Performance Share Units
|
|||||
Performance period
|
1/1/2015 – 12/31/2017
|
|
||||
Valuation date closing stock price
|
$
|
35.41
|
|
|||
Expected dividends
|
3.26
|
%
|
||||
Risk-free rate
|
0.05
|
%
|
–
|
1.07
|
%
|
|
Expected volatility
|
16.04
|
%
|
–
|
20.89
|
%
|
|
JUNE 30,
2015 |
||
Expected volatility
|
19.36
|
%
|
|
Expected dividends
|
3.56
|
%
|
|
Expected term (in years)
|
1.97
|
|
|
Risk-free rate
|
0.64
|
%
|
|
Weighted average fair value
|
$
|
9.17
|
|
|
QUARTER ENDED
|
|
YEAR-TO-DATE ENDED
|
||||||||||||
DOLLAR AMOUNTS IN MILLIONS
|
JUNE 2015
|
|
JUNE 2014
|
|
JUNE 2015
|
|
JUNE 2014
|
||||||||
Restructuring and closure charges:
|
|
|
|
|
|
|
|
|
|||||||
Termination benefits
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
23
|
|
Other restructuring and closure costs
|
—
|
|
|
1
|
|
|
1
|
|
|
3
|
|
||||
Charges for restructuring and closures
|
—
|
|
|
7
|
|
|
1
|
|
|
26
|
|
||||
Impairments of long-lived assets
|
—
|
|
|
1
|
|
|
13
|
|
|
1
|
|
||||
Total charges for restructuring, closures and impairments
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
14
|
|
|
$
|
27
|
|
DOLLAR AMOUNTS IN MILLIONS
|
|||
Accrued severance as of December 31, 2014
|
$
|
10
|
|
Charges
|
—
|
|
|
Payments
|
(7
|
)
|
|
Accrued severance as of June 30, 2015
|
$
|
3
|
|
•
|
includes both recurring and occasional income and expense items and
|
•
|
can fluctuate from year to year.
|
|
QUARTER ENDED
|
|
YEAR-TO-DATE ENDED
|
||||||||||||
DOLLAR AMOUNTS IN MILLIONS
|
JUNE 2015
|
|
JUNE 2014
|
|
JUNE 2015
|
|
JUNE 2014
|
||||||||
Gain on postretirement plan amendment
(Note 6)
|
$
|
—
|
|
|
$
|
(45
|
)
|
|
$
|
—
|
|
|
$
|
(90
|
)
|
Gain on disposition of nonstrategic assets
|
(4
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|
(24
|
)
|
||||
Foreign exchange losses (gains), net
|
(8
|
)
|
|
(12
|
)
|
|
21
|
|
|
2
|
|
||||
Land management income
|
(10
|
)
|
|
(9
|
)
|
|
(18
|
)
|
|
(16
|
)
|
||||
Other, net
|
7
|
|
|
2
|
|
|
3
|
|
|
(12
|
)
|
||||
Total other operating income, net
|
$
|
(15
|
)
|
|
$
|
(65
|
)
|
|
$
|
—
|
|
|
$
|
(140
|
)
|
•
|
are based on various assumptions we make and
|
•
|
may not be accurate because of risks and uncertainties surrounding the assumptions that we make.
|
•
|
the economy,
|
•
|
laws and regulations,
|
•
|
adverse litigation outcomes and the adequacy of reserves,
|
•
|
changes in accounting principles,
|
•
|
contributions to pension plans,
|
•
|
projected benefit payments,
|
•
|
projected tax treatment, rates and credits, and
|
•
|
other related matters.
|
•
|
the effect of general economic conditions, including employment rates, interest rate levels, housing starts, availability of financing for home mortgages and strength of the U.S. dollar;
|
•
|
market demand for our products, which is related to the strength of the various U.S. business segments and U.S. and international economic conditions;
|
•
|
performance of our manufacturing operations, including maintenance requirements;
|
•
|
potential disruptions in our manufacturing operations;
|
•
|
the level of competition from domestic and foreign producers;
|
•
|
raw material availability and prices;
|
•
|
the effect of weather;
|
•
|
the risk of loss from fires, floods, windstorms, hurricanes, pest infestation and other natural disasters;
|
•
|
energy prices;
|
•
|
the successful execution of our internal plans and strategic initiatives;
|
•
|
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 retirements and changes in the market price of our common stock on charges for share-based compensation;
|
•
|
changes in accounting principles; and
|
•
|
other factors described under “Risk Factors” in our 2014 Annual Report on Form 10-K.
|
•
|
economic activity in Europe and Asia, especially Japan and China;
|
•
|
currency exchange rates – particularly the relative value of the U.S. dollar, Canadian dollar, euro and yen; and
|
•
|
restrictions on international trade or tariffs imposed on imports.
|
•
|
Sales realizations refer to net selling prices – this includes selling price plus freight, minus normal sales deductions.
|
•
|
Net contribution to earnings refers to earnings (loss) attributable to Weyerhaeuser shareholders before interest expense and income taxes.
|
|
QUARTER ENDED
|
|
AMOUNT OF
CHANGE
|
|
YEAR-TO-DATE ENDED
|
|
AMOUNT OF
CHANGE
|
||||||||||||||||
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES
|
JUNE 2015
|
|
JUNE 2014
|
|
2015 VS. 2014
|
|
JUNE 2015
|
|
JUNE 2014
|
|
2015 VS. 2014
|
||||||||||||
Net sales
|
$
|
1,807
|
|
|
$
|
1,964
|
|
|
$
|
(157
|
)
|
|
$
|
3,528
|
|
|
$
|
3,700
|
|
|
$
|
(172
|
)
|
Operating income
|
$
|
243
|
|
|
$
|
400
|
|
|
$
|
(157
|
)
|
|
$
|
443
|
|
|
$
|
708
|
|
|
$
|
(265
|
)
|
Earnings of discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
(22
|
)
|
|
$
|
—
|
|
|
$
|
32
|
|
|
$
|
(32
|
)
|
Net earnings attributable to Weyerhaeuser common shareholders
|
$
|
133
|
|
|
$
|
280
|
|
|
$
|
(147
|
)
|
|
$
|
223
|
|
|
$
|
463
|
|
|
$
|
(240
|
)
|
Basic earnings per share attributable to Weyerhaeuser common shareholders
|
$
|
0.26
|
|
|
$
|
0.48
|
|
|
$
|
(0.22
|
)
|
|
$
|
0.43
|
|
|
$
|
0.79
|
|
|
$
|
(0.36
|
)
|
Diluted earnings per share attributable to Weyerhaeuser common shareholders
|
$
|
0.26
|
|
|
$
|
0.47
|
|
|
$
|
(0.21
|
)
|
|
$
|
0.43
|
|
|
$
|
0.79
|
|
|
$
|
(0.36
|
)
|
•
|
Wood Products segment sales decreased $73 million, primarily due to lower average sales realizations for structural lumber and oriented strand board (OSB), and lower shipment volumes of structural lumber and engineered I-joists. These decreases were partially offset by higher OSB volumes and higher sales from complementary building products.
|
•
|
Timberlands segment sales decreased $61 million, primarily due to lower average log sales realizations and sales volumes in the West, and lower timberlands exchanges.
|
•
|
Cellulose Fibers segment sales decreased $23 million, primarily due to lower average sales realizations for pulp and liquid packaging board, and lower sales volumes for pulp and other products. These decreases were partially offset by higher sales volumes for liquid packaging board.
|
•
|
lower gross margin – $132 million – primarily due to increased scheduled maintenance outage days in our Cellulose Fibers segment, lower average log sales realizations and timberlands exchanges in our Timberlands segment, and lower average sales realizations in lumber and OSB in our Wood Products segment;
|
•
|
lower other operating income – $50 million – primarily due to a $45 million pretax gain recognized in 2014 related to a previously announced postretirement plan amendment; and
|
•
|
earnings from discontinued operations recognized in 2014 – $22 million. There were no earnings from discontinued operations in 2015.
|
•
|
lower tax expense primarily due to lower earnings in our Taxable REIT Subsidiary (TRS) – $46 million; and
|
•
|
lower selling, general and administrative expenses – $16 million.
|
•
|
Timberlands segment sales decreased $87 million, primarily due to lower average log sales realizations and export sales volumes in the West.
|
•
|
Wood Products segment sales decreased $48 million, primarily due to lower average sales realizations for structural lumber and OSB, partially offset by higher shipment volumes of structural lumber and OSB and higher sales from complementary building products.
|
•
|
Cellulose Fibers segment sales decreased $37 million, primarily due to lower sales volumes for all products and lower liquid packaging board average sales realizations.
|
•
|
lower gross margin – $171 million – primarily due to increased scheduled maintenance outage days in our Cellulose Fibers segment, lower average log sales realizations and sales volumes in our Timberlands segment and lower average sales realizations in lumber and OSB in our Wood Products segment;
|
•
|
lower other operating income – $140 million – primarily due to a $90 million pretax gain recognized in 2014 related to a previously announced postretirement plan amendment, a $22 million pretax gain recognized in 2014 on the sale of a landfill in Washington State and an $18 million increase in 2015 in noncash foreign exchange losses on debt held by our Canadian entity; and
|
•
|
earnings from discontinued operations recognized in 2014 – $32 million. There were no earnings from discontinued operations in 2015.
|
•
|
lower tax expense primarily due to lower earnings in our TRS – $77 million; and
|
•
|
lower selling, general and administrative expenses – $30 million.
|
|
QUARTER ENDED
|
|
AMOUNT OF
CHANGE
|
|
YEAR-TO-DATE ENDED
|
|
AMOUNT OF CHANGE
|
||||||||||||||||
DOLLAR AMOUNTS IN MILLIONS
|
JUNE 2015
|
|
JUNE 2014
|
|
2015 VS. 2014
|
|
JUNE 2015
|
|
JUNE 2014
|
|
2015 VS. 2014
|
||||||||||||
Net sales to unaffiliated customers:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Logs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
West
|
$
|
221
|
|
|
$
|
261
|
|
|
$
|
(40
|
)
|
|
$
|
431
|
|
|
$
|
518
|
|
|
$
|
(87
|
)
|
South
|
58
|
|
|
60
|
|
|
(2
|
)
|
|
116
|
|
|
122
|
|
|
(6
|
)
|
||||||
Canada
|
3
|
|
|
1
|
|
|
2
|
|
|
11
|
|
|
7
|
|
|
4
|
|
||||||
Subtotal logs sales
|
282
|
|
|
322
|
|
|
(40
|
)
|
|
558
|
|
|
647
|
|
|
(89
|
)
|
||||||
Chip sales
|
4
|
|
|
2
|
|
|
2
|
|
|
8
|
|
|
5
|
|
|
3
|
|
||||||
Timberlands exchanges
(1)
|
5
|
|
|
28
|
|
|
(23
|
)
|
|
30
|
|
|
32
|
|
|
(2
|
)
|
||||||
Higher and better-use land sales
(1)
|
3
|
|
|
7
|
|
|
(4
|
)
|
|
5
|
|
|
10
|
|
|
(5
|
)
|
||||||
Minerals, oil and gas
|
5
|
|
|
8
|
|
|
(3
|
)
|
|
12
|
|
|
15
|
|
|
(3
|
)
|
||||||
Products from international operations
(2)
|
25
|
|
|
26
|
|
|
(1
|
)
|
|
49
|
|
|
50
|
|
|
(1
|
)
|
||||||
Other products
|
12
|
|
|
4
|
|
|
8
|
|
|
25
|
|
|
15
|
|
|
10
|
|
||||||
Subtotal net sales to unaffiliated customers
|
336
|
|
|
397
|
|
|
(61
|
)
|
|
687
|
|
|
774
|
|
|
(87
|
)
|
||||||
Intersegment sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
United States
|
139
|
|
|
143
|
|
|
(4
|
)
|
|
288
|
|
|
286
|
|
|
2
|
|
||||||
Other
|
48
|
|
|
43
|
|
|
5
|
|
|
127
|
|
|
138
|
|
|
(11
|
)
|
||||||
Subtotal intersegment sales
|
187
|
|
|
186
|
|
|
1
|
|
|
415
|
|
|
424
|
|
|
(9
|
)
|
||||||
Total sales
|
$
|
523
|
|
|
$
|
583
|
|
|
$
|
(60
|
)
|
|
$
|
1,102
|
|
|
$
|
1,198
|
|
|
$
|
(96
|
)
|
Net contribution to earnings
|
$
|
127
|
|
|
$
|
170
|
|
|
$
|
(43
|
)
|
|
$
|
289
|
|
|
$
|
334
|
|
|
$
|
(45
|
)
|
(1)
|
Significant dispositions of higher and better-use timberland and some nonstrategic timberlands are made through subsidiaries.
|
(2)
|
Includes logs, plywood and hardwood lumber harvested or produced by our international operations. Includes sales of our operations in Uruguay and Brazil (sold in third quarter 2014).
|
•
|
lower average log sales realizations in the West – $35 million and
|
•
|
lower timberlands exchanges – $19 million.
|
•
|
higher average sales realizations in the South – $5 million; and
|
•
|
lower operating costs primarily due to lower logging costs in the South – $5 million.
|
•
|
lower average log sales realizations in the West – $60 million and
|
•
|
lower sales volumes in the West and South – $25 million.
|
•
|
higher average sales realizations in the South – $11 million;
|
•
|
lower operating costs primarily due to lower logging costs in the South and lower log purchases in the West – $19 million; and
|
•
|
lower selling, general and administrative expenses – $7 million.
|
|
QUARTER ENDED
|
|
AMOUNT OF
CHANGE
|
|
YEAR-TO-DATE ENDED
|
|
AMOUNT OF CHANGE
|
||||||||||
VOLUMES IN THOUSANDS
|
JUNE 2015
|
|
JUNE 2014
|
|
2015 VS. 2014
|
|
JUNE 2015
|
|
JUNE 2014
|
|
2015 VS. 2014
|
||||||
Third party log sales – cubic meters:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
West
|
2,330
|
|
|
2,390
|
|
|
(60
|
)
|
|
4,450
|
|
|
4,636
|
|
|
(186
|
)
|
South
|
1,295
|
|
|
1,339
|
|
|
(44
|
)
|
|
2,566
|
|
|
2,724
|
|
|
(158
|
)
|
Canada
|
75
|
|
|
30
|
|
|
45
|
|
|
320
|
|
|
186
|
|
|
134
|
|
International
|
179
|
|
|
139
|
|
|
40
|
|
|
329
|
|
|
286
|
|
|
43
|
|
Total
|
3,879
|
|
|
3,898
|
|
|
(19
|
)
|
|
7,665
|
|
|
7,832
|
|
|
(167
|
)
|
Fee harvest volumes – cubic meters:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
West
|
2,811
|
|
|
2,888
|
|
|
(77
|
)
|
|
5,722
|
|
|
5,763
|
|
|
(41
|
)
|
South
|
2,912
|
|
|
2,715
|
|
|
197
|
|
|
5,644
|
|
|
5,581
|
|
|
63
|
|
International
|
219
|
|
|
249
|
|
|
(30
|
)
|
|
458
|
|
|
498
|
|
|
(40
|
)
|
Total
|
5,942
|
|
|
5,852
|
|
|
90
|
|
|
11,824
|
|
|
11,842
|
|
|
(18
|
)
|
|
QUARTER ENDED
|
|
AMOUNT OF
CHANGE
|
|
YEAR-TO-DATE ENDED
|
|
AMOUNT OF CHANGE
|
||||||||||||||||
DOLLAR AMOUNTS IN MILLIONS
|
JUNE 2015
|
|
JUNE 2014
|
|
2015 VS. 2014
|
|
JUNE 2015
|
|
JUNE 2014
|
|
2015 VS. 2014
|
||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Structural lumber
|
$
|
450
|
|
|
$
|
515
|
|
|
$
|
(65
|
)
|
|
$
|
884
|
|
|
$
|
942
|
|
|
$
|
(58
|
)
|
Engineered solid section
|
113
|
|
|
114
|
|
|
(1
|
)
|
|
207
|
|
|
204
|
|
|
3
|
|
||||||
Engineered I-joists
|
76
|
|
|
81
|
|
|
(5
|
)
|
|
137
|
|
|
140
|
|
|
(3
|
)
|
||||||
Oriented strand board
|
147
|
|
|
159
|
|
|
(12
|
)
|
|
284
|
|
|
307
|
|
|
(23
|
)
|
||||||
Softwood plywood
|
36
|
|
|
35
|
|
|
1
|
|
|
69
|
|
|
65
|
|
|
4
|
|
||||||
Other products produced
|
48
|
|
|
45
|
|
|
3
|
|
|
96
|
|
|
87
|
|
|
9
|
|
||||||
Complementary building products
|
134
|
|
|
128
|
|
|
6
|
|
|
250
|
|
|
230
|
|
|
20
|
|
||||||
Total
|
$
|
1,004
|
|
|
$
|
1,077
|
|
|
$
|
(73
|
)
|
|
$
|
1,927
|
|
|
$
|
1,975
|
|
|
$
|
(48
|
)
|
Net contribution to earnings
|
$
|
71
|
|
|
$
|
102
|
|
|
$
|
(31
|
)
|
|
$
|
133
|
|
|
$
|
166
|
|
|
$
|
(33
|
)
|
•
|
Structural lumber average sales realizations decreased 10 percent and shipment volumes decreased 3 percent,
|
•
|
OSB average sales realizations decreased 15 percent, and
|
•
|
Engineered I-joists shipment volumes decreased 9 percent.
|
•
|
a 9 percent increase in OSB shipment volumes and
|
•
|
a 5 percent increase in complementary building products.
|
•
|
lower unit manufacturing costs due to lower energy costs and lower translated Canadian operating costs due to the strengthening U.S. dollar – $21 million;
|
•
|
lower log costs due to decreasing log prices – $16 million; and
|
•
|
lower selling, general and administrative expenses – $4 million.
|
•
|
Structural lumber average sales realizations decreased 8 percent and
|
•
|
OSB average sales realizations decreased 15 percent.
|
•
|
a 9 percent increase in OSB shipment volumes,
|
•
|
a 3 percent increase in structural lumber shipment volumes, and
|
•
|
a 9 percent increase in complementary building products.
|
•
|
higher average sales realizations in engineered wood products – $9 million;
|
•
|
lower unit manufacturing costs due to lower energy costs, higher operating rates, and lower translated Canadian operating costs due to the strengthening U.S. dollar – $49 million;
|
•
|
lower log costs due to decreasing log prices – $18 million; and
|
•
|
lower selling, general and administrative expenses – $16 million.
|
|
QUARTER ENDED
|
|
AMOUNT OF
CHANGE
|
|
YEAR-TO-DATE ENDED
|
|
AMOUNT OF CHANGE
|
||||||||||
VOLUMES IN MILLIONS
(1)
|
JUNE 2015
|
|
JUNE 2014
|
|
2015 VS. 2014
|
|
JUNE 2015
|
|
JUNE 2014
|
|
2015 VS. 2014
|
||||||
Structural lumber – board feet
|
1,175
|
|
|
1,206
|
|
|
(31
|
)
|
|
2,250
|
|
|
2,195
|
|
|
55
|
|
Engineered solid section – cubic feet
|
5.6
|
|
|
5.8
|
|
|
(0.2
|
)
|
|
10.4
|
|
|
10.4
|
|
|
—
|
|
Engineered I-joists – lineal feet
|
50
|
|
|
55
|
|
|
(5
|
)
|
|
91
|
|
|
95
|
|
|
(4
|
)
|
Oriented strand board – square feet (3/8”)
|
771
|
|
|
706
|
|
|
65
|
|
|
1,471
|
|
|
1,347
|
|
|
124
|
|
Softwood plywood – square feet (3/8”)
|
101
|
|
|
102
|
|
|
(1
|
)
|
|
190
|
|
|
192
|
|
|
(2
|
)
|
(1)
|
Sales volumes include sales of internally produced products and products purchased for resale primarily through our distribution business.
|
|
QUARTER ENDED
|
|
AMOUNT OF
CHANGE
|
|
YEAR-TO-DATE ENDED
|
|
AMOUNT OF CHANGE
|
||||||||||
VOLUMES IN MILLIONS
|
JUNE 2015
|
|
JUNE 2014
|
|
2015 VS. 2014
|
|
JUNE 2015
|
|
JUNE 2014
|
|
2015 VS. 2014
|
||||||
Structural lumber – board feet:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Production
|
1,087
|
|
|
1,081
|
|
|
6
|
|
|
2,130
|
|
|
2,090
|
|
|
40
|
|
Outside purchase
|
98
|
|
|
82
|
|
|
16
|
|
|
187
|
|
|
160
|
|
|
27
|
|
Total
|
1,185
|
|
|
1,163
|
|
|
22
|
|
|
2,317
|
|
|
2,250
|
|
|
67
|
|
Engineered solid section – cubic feet:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Production
|
5.6
|
|
|
5.7
|
|
|
(0.1
|
)
|
|
10.6
|
|
|
10.6
|
|
|
—
|
|
Outside purchase
|
—
|
|
|
0.5
|
|
|
(0.5
|
)
|
|
—
|
|
|
2.3
|
|
|
(2.3
|
)
|
Total
|
5.6
|
|
|
6.2
|
|
|
(0.6
|
)
|
|
10.6
|
|
|
12.9
|
|
|
(2.3
|
)
|
Engineered I-joists – lineal feet:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Production
|
48
|
|
|
55
|
|
|
(7
|
)
|
|
91
|
|
|
99
|
|
|
(8
|
)
|
Outside purchase
|
1
|
|
|
3
|
|
|
(2
|
)
|
|
2
|
|
|
4
|
|
|
(2
|
)
|
Total
|
49
|
|
|
58
|
|
|
(9
|
)
|
|
93
|
|
|
103
|
|
|
(10
|
)
|
Oriented strand board – square feet (3/8”):
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Production
|
700
|
|
|
681
|
|
|
19
|
|
|
1,404
|
|
|
1,338
|
|
|
66
|
|
Outside purchase
|
81
|
|
|
51
|
|
|
30
|
|
|
146
|
|
|
104
|
|
|
42
|
|
Total
|
781
|
|
|
732
|
|
|
49
|
|
|
1,550
|
|
|
1,442
|
|
|
108
|
|
Softwood plywood – square feet (3/8”):
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Production
|
63
|
|
|
60
|
|
|
3
|
|
|
124
|
|
|
119
|
|
|
5
|
|
Outside purchase
|
27
|
|
|
36
|
|
|
(9
|
)
|
|
64
|
|
|
69
|
|
|
(5
|
)
|
Total
|
90
|
|
|
96
|
|
|
(6
|
)
|
|
188
|
|
|
188
|
|
|
—
|
|
|
QUARTER ENDED
|
|
AMOUNT OF
CHANGE
|
|
YEAR-TO-DATE ENDED
|
|
AMOUNT OF
CHANGE
|
||||||||||||||||
DOLLAR AMOUNTS IN MILLIONS
|
JUNE 2015
|
|
JUNE 2014
|
|
2015 VS. 2014
|
|
JUNE 2015
|
|
JUNE 2014
|
|
2015 VS. 2014
|
||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pulp
|
$
|
368
|
|
|
$
|
383
|
|
|
$
|
(15
|
)
|
|
$
|
728
|
|
|
$
|
746
|
|
|
$
|
(18
|
)
|
Liquid packaging board
|
84
|
|
|
87
|
|
|
(3
|
)
|
|
158
|
|
|
167
|
|
|
(9
|
)
|
||||||
Other products
|
15
|
|
|
20
|
|
|
(5
|
)
|
|
28
|
|
|
38
|
|
|
(10
|
)
|
||||||
Total
|
$
|
467
|
|
|
$
|
490
|
|
|
$
|
(23
|
)
|
|
$
|
914
|
|
|
$
|
951
|
|
|
$
|
(37
|
)
|
Net contribution to earnings
|
$
|
27
|
|
|
$
|
91
|
|
|
$
|
(64
|
)
|
|
$
|
60
|
|
|
$
|
145
|
|
|
$
|
(85
|
)
|
•
|
pulp average sales realizations decreased $22 per ton – 3 percent, and sales volumes decreased 1 percent; and
|
•
|
liquid packaging board average sales realizations decreased $66 per ton – 5 percent.
|
•
|
lower pulp average sales realizations – $9 million,
|
•
|
lower liquid packaging board average sales realizations – $6 million,
|
•
|
higher operating costs primarily due to increased scheduled maintenance outage days and the West Coast port slowdown – $54 million and
|
•
|
losses from an equity affiliate – $7 million.
|
•
|
lower net energy costs – $7 million and
|
•
|
lower translated Canadian operating costs due to the strengthening of the U.S. dollar – $5 million.
|
•
|
pulp sales volumes decreased 3 percent and
|
•
|
liquid packaging board average sales realizations decreased $55 per ton – 4 percent.
|
•
|
higher operating costs primarily due to increased scheduled maintenance outage days and the West Coast port slowdown – $84 million and
|
•
|
losses from an equity affiliate – $13 million.
|
•
|
lower translated Canadian operating costs due to the strengthening of the U.S. dollar – $10 million and
|
•
|
lower net energy costs – $7 million.
|
|
QUARTER ENDED
|
|
AMOUNT OF
CHANGE |
|
YEAR-TO-DATE ENDED
|
|
AMOUNT OF
CHANGE |
||||||||||
VOLUMES IN THOUSANDS
|
JUNE 2015
|
|
JUNE 2014
|
|
2015 VS. 2014
|
|
JUNE 2015
|
|
JUNE 2014
|
|
2015 VS. 2014
|
||||||
Pulp – air-dry metric tons
|
448
|
|
|
454
|
|
|
(6
|
)
|
|
869
|
|
|
894
|
|
|
(25
|
)
|
Liquid packaging board – metric tons
|
69
|
|
|
67
|
|
|
2
|
|
|
131
|
|
|
132
|
|
|
(1
|
)
|
|
QUARTER ENDED
|
|
AMOUNT OF
CHANGE |
|
YEAR-TO-DATE ENDED
|
|
AMOUNT OF
CHANGE |
||||||||||
VOLUMES IN THOUSANDS
|
JUNE 2015
|
|
JUNE 2014
|
|
2015 VS. 2014
|
|
JUNE 2015
|
|
JUNE 2014
|
|
2015 VS. 2014
|
||||||
Pulp – air-dry metric tons
|
422
|
|
|
467
|
|
|
(45
|
)
|
|
864
|
|
|
926
|
|
|
(62
|
)
|
Liquid packaging board – metric tons
|
64
|
|
|
72
|
|
|
(8
|
)
|
|
124
|
|
|
142
|
|
|
(18
|
)
|
|
QUARTER ENDED
|
|
AMOUNT OF
CHANGE
|
|
YEAR-TO-DATE ENDED
|
|
AMOUNT OF CHANGE
|
||||||||||||||||
DOLLAR AMOUNTS IN MILLIONS
|
JUNE 2015
|
|
JUNE 2014
|
|
2015 VS. 2014
|
|
JUNE 2015
|
|
JUNE 2014
|
|
2015 VS. 2014
|
||||||||||||
Unallocated corporate function expense
|
$
|
(7
|
)
|
|
$
|
(7
|
)
|
|
$
|
—
|
|
|
$
|
(16
|
)
|
|
$
|
(14
|
)
|
|
$
|
(2
|
)
|
Unallocated share-based compensation
|
1
|
|
|
(6
|
)
|
|
7
|
|
|
4
|
|
|
(3
|
)
|
|
7
|
|
||||||
Unallocated pension and postretirement credits
|
3
|
|
|
56
|
|
|
(53
|
)
|
|
6
|
|
|
111
|
|
|
(105
|
)
|
||||||
Foreign exchange gains (losses)
|
9
|
|
|
13
|
|
|
(4
|
)
|
|
(20
|
)
|
|
(2
|
)
|
|
(18
|
)
|
||||||
Elimination of intersegment profit in inventory and LIFO
|
18
|
|
|
(1
|
)
|
|
19
|
|
|
6
|
|
|
(20
|
)
|
|
26
|
|
||||||
Other
|
(13
|
)
|
|
(18
|
)
|
|
5
|
|
|
(32
|
)
|
|
(9
|
)
|
|
(23
|
)
|
||||||
Operating income (loss)
|
11
|
|
|
37
|
|
|
(26
|
)
|
|
(52
|
)
|
|
63
|
|
|
(115
|
)
|
||||||
Interest income and other
|
9
|
|
|
11
|
|
|
(2
|
)
|
|
18
|
|
|
20
|
|
|
(2
|
)
|
||||||
Net contribution to earnings
|
$
|
20
|
|
|
$
|
48
|
|
|
$
|
(28
|
)
|
|
$
|
(34
|
)
|
|
$
|
83
|
|
|
$
|
(117
|
)
|
•
|
a pretax gain related to a previously announced postretirement plan amendment –
$45 million
recognized in second quarter 2014 and $90 million recognized in first half 2014;
|
•
|
a pretax gain recognized in first quarter 2014 on the sale of a landfill in Washington State, which is recorded in "Other operating income, net" in our
Consolidated Statement of Operations
–
$22 million
;
|
•
|
charges related to our selling, general and administrative cost reduction initiative –
$6 million
recognized in second quarter 2014 and $24 million recognized in first half 2014;
|
•
|
an increase in noncash foreign exchange losses on debt held by our Canadian entity –
$18 million
in first half 2015; and
|
•
|
a noncash impairment charge recognized in first quarter 2015 related to a nonstrategic asset that was sold in second quarter 2015 –
$13 million
.
|
•
|
$88 million
during
second
quarter
2015
and
$171 million
during year-to-date
2015
and
|
•
|
$83 million
during
second
quarter
2014
and
$166 million
during year-to-date
2014
.
|
•
|
$13 million
during
second
quarter
2015
and
$32 million
during year-to-date
2015
|
•
|
$59 million
during
second
quarter
2014
and
$109 million
during year-to-date
2014
.
|
•
|
protect the interests of our shareholders and lenders and
|
•
|
have access at all times to all major financial markets.
|
•
|
$443 million
in
2015
and
|
•
|
$431 million
in
2014
.
|
•
|
A $159 million decrease in cash paid to employees and suppliers.
|
•
|
A $54 million net cash outflow in 2014 related to discontinued operations. There was no cash flows from discontinued operations in 2015.
|
•
|
A $126 million decrease in cash received from customers.
|
•
|
Net cash related to income taxes changed $65 million. We paid income taxes of $5 million in 2015 and received refunds of $60 million in 2014.
|
•
|
be required to contribute approximately
$38 million
for our Canadian registered plan;
|
•
|
be required to contribute or make benefit payments for our Canadian nonregistered plans of
$3 million
;
|
•
|
make benefit payments of
$19 million
for our U.S. nonqualified pension plans; and
|
•
|
make benefit payments of
$25 million
for our U.S. and Canadian other postretirement plans.
|
•
|
$211 million
in
2015
and
|
•
|
$139 million
in
2014
.
|
|
YEAR-TO-DATE ENDED
|
||||||
DOLLAR AMOUNTS IN MILLIONS
|
JUNE 2015
|
|
JUNE 2014
|
||||
Timberlands
|
$
|
41
|
|
|
$
|
37
|
|
Wood Products
|
97
|
|
|
56
|
|
||
Cellulose Fibers
|
58
|
|
|
61
|
|
||
Unallocated Items
|
1
|
|
|
1
|
|
||
Discontinued operations
|
—
|
|
|
4
|
|
||
Total
|
$
|
197
|
|
|
$
|
159
|
|
•
|
$691 million
in
2015
and
|
•
|
$219 million
in
2014
.
|
•
|
$25 million
in
2015
and
|
•
|
$54 million
in
2014
.
|
•
|
$301 million
in
2015
and
|
•
|
$257 million
in
2014
.
|
|
QUARTER ENDED
|
|
AMOUNT OF
CHANGE
|
|
YEAR-TO-DATE ENDED
|
|
AMOUNT OF CHANGE
|
||||||||||||||||
DOLLAR AMOUNTS IN MILLIONS
|
JUNE 2015
|
|
JUNE 2014
|
|
2015 VS. 2014
|
|
JUNE 2015
|
|
JUNE 2014
|
|
2015 VS. 2014
|
||||||||||||
Adjusted EBITDA by Segment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Timberlands
|
$
|
178
|
|
|
$
|
221
|
|
|
$
|
(43
|
)
|
|
$
|
393
|
|
|
$
|
437
|
|
|
$
|
(44
|
)
|
Wood Products
|
98
|
|
|
132
|
|
|
(34
|
)
|
|
186
|
|
|
225
|
|
|
(39
|
)
|
||||||
Cellulose Fibers
|
72
|
|
|
130
|
|
|
(58
|
)
|
|
150
|
|
|
222
|
|
|
(72
|
)
|
||||||
|
348
|
|
|
483
|
|
|
(135
|
)
|
|
729
|
|
|
884
|
|
|
(155
|
)
|
||||||
Unallocated Items
|
10
|
|
|
(11
|
)
|
|
21
|
|
|
(38
|
)
|
|
(40
|
)
|
|
2
|
|
||||||
Total
|
$
|
358
|
|
|
$
|
472
|
|
|
$
|
(114
|
)
|
|
$
|
691
|
|
|
$
|
844
|
|
|
$
|
(153
|
)
|
DOLLAR AMOUNTS IN MILLIONS
|
Timberlands
|
|
Wood Products
|
|
Cellulose Fibers
|
|
Unallocated Items
|
|
Total
|
||||||||||
Adjusted EBITDA by Segment:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings
|
|
|
|
|
|
|
|
|
$
|
144
|
|
||||||||
Interest expense, net of capitalized interest
|
|
|
|
|
|
|
|
|
88
|
|
|||||||||
Income taxes
|
|
|
|
|
|
|
|
|
13
|
|
|||||||||
Net contribution to earnings
|
$
|
127
|
|
|
$
|
71
|
|
|
$
|
27
|
|
|
$
|
20
|
|
|
245
|
|
|
Interest income and other
|
—
|
|
|
—
|
|
|
7
|
|
|
(9
|
)
|
|
(2
|
)
|
|||||
Operating income
|
127
|
|
|
71
|
|
|
34
|
|
|
11
|
|
|
243
|
|
|||||
Depreciation, depletion and amortization
|
51
|
|
|
27
|
|
|
38
|
|
|
2
|
|
|
118
|
|
|||||
Non-operating pension and postretirement credits
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||||
Adjusted EBITDA
|
$
|
178
|
|
|
$
|
98
|
|
|
$
|
72
|
|
|
$
|
10
|
|
|
$
|
358
|
|
DOLLAR AMOUNTS IN MILLIONS
|
Timberlands
|
|
Wood Products
|
|
Cellulose Fibers
|
|
Unallocated Items
|
|
Total
|
||||||||||
Adjusted EBITDA by Segment:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings
|
|
|
|
|
|
|
|
|
$
|
291
|
|
||||||||
Earnings from discontinued operations, net of income taxes
|
|
|
|
|
|
|
|
|
(22
|
)
|
|||||||||
Interest expense, net of capitalized interest
|
|
|
|
|
|
|
|
|
83
|
|
|||||||||
Income taxes
|
|
|
|
|
|
|
|
|
59
|
|
|||||||||
Net contribution to earnings
|
$
|
170
|
|
|
$
|
102
|
|
|
$
|
91
|
|
|
$
|
48
|
|
|
411
|
|
|
Interest income and other
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
|||||
Operating income
|
170
|
|
|
102
|
|
|
91
|
|
|
37
|
|
|
400
|
|
|||||
Depreciation, depletion and amortization
|
51
|
|
|
30
|
|
|
39
|
|
|
2
|
|
|
122
|
|
|||||
Non-operating pension and postretirement credits
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
|||||
Special items
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
(39
|
)
|
|||||
Adjusted EBITDA
|
$
|
221
|
|
|
$
|
132
|
|
|
$
|
130
|
|
|
$
|
(11
|
)
|
|
$
|
472
|
|
DOLLAR AMOUNTS IN MILLIONS
|
Timberlands
|
|
Wood Products
|
|
Cellulose Fibers
|
|
Unallocated Items
|
|
Total
|
||||||||||
Adjusted EBITDA by Segment:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings
|
|
|
|
|
|
|
|
|
$
|
245
|
|
||||||||
Interest expense, net of capitalized interest
|
|
|
|
|
|
|
|
|
171
|
|
|||||||||
Income taxes
|
|
|
|
|
|
|
|
|
32
|
|
|||||||||
Net contribution to earnings
|
$
|
289
|
|
|
$
|
133
|
|
|
$
|
60
|
|
|
$
|
(34
|
)
|
|
448
|
|
|
Interest income and other
|
—
|
|
|
—
|
|
|
13
|
|
|
(18
|
)
|
|
(5
|
)
|
|||||
Operating income (loss)
|
289
|
|
|
133
|
|
|
73
|
|
|
(52
|
)
|
|
443
|
|
|||||
Depreciation, depletion and amortization
|
104
|
|
|
53
|
|
|
77
|
|
|
7
|
|
|
241
|
|
|||||
Non-operating pension and postretirement credits
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|||||
Special items
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
|||||
Adjusted EBITDA
|
$
|
393
|
|
|
$
|
186
|
|
|
$
|
150
|
|
|
$
|
(38
|
)
|
|
$
|
691
|
|
DOLLAR AMOUNTS IN MILLIONS
|
Timberlands
|
|
Wood Products
|
|
Cellulose Fibers
|
|
Unallocated Items
|
|
Total
|
||||||||||
Adjusted EBITDA by Segment:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings
|
|
|
|
|
|
|
|
|
$
|
485
|
|
||||||||
Earnings from discontinued operations, net of income taxes
|
|
|
|
|
|
|
|
|
(32
|
)
|
|||||||||
Interest expense, net of capitalized interest
|
|
|
|
|
|
|
|
|
166
|
|
|||||||||
Income taxes
|
|
|
|
|
|
|
|
|
109
|
|
|||||||||
Net contribution to earnings
|
$
|
334
|
|
|
$
|
166
|
|
|
$
|
145
|
|
|
$
|
83
|
|
|
728
|
|
|
Interest income and other
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
(20
|
)
|
|||||
Operating income
|
334
|
|
|
166
|
|
|
145
|
|
|
63
|
|
|
708
|
|
|||||
Depreciation, depletion and amortization
|
103
|
|
|
59
|
|
|
77
|
|
|
6
|
|
|
245
|
|
|||||
Non-operating pension and postretirement credits
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
(21
|
)
|
|||||
Special items
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(88
|
)
|
|
(88
|
)
|
|||||
Adjusted EBITDA
|
$
|
437
|
|
|
$
|
225
|
|
|
$
|
222
|
|
|
$
|
(40
|
)
|
|
$
|
844
|
|
COMMON SHARE REPURCHASES DURING THIRD QUARTER
|
TOTAL NUMBER OF SHARES (OR UNITS) PURCHASED
|
|
AVERAGE PRICE PAID PER SHARE (OR UNIT)
|
|
TOTAL NUMBER OF SHARES (OR UNITS) PURCHASED AS PART OF PUBLICLY ANNOUCED PLANS OR PROGRAMS
|
|
MAXIMUM NUMBER (OR APPROXIMATE DOLLAR VALUE) OF SHARES (OR UNITS) THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS
|
||||||
April 1 – April 30
|
1,515,027
|
|
|
$
|
31.90
|
|
|
1,515,027
|
|
|
$
|
195,766,759
|
|
May 1 – May 31
|
1,929,564
|
|
|
$
|
31.74
|
|
|
1,929,564
|
|
|
134,523,863
|
|
|
June 1 – June 30
|
1,397,926
|
|
|
$
|
31.82
|
|
|
1,397,926
|
|
|
90,047,982
|
|
|
Total repurchases during second quarter
|
4,842,517
|
|
|
$
|
31.81
|
|
|
4,842,517
|
|
|
$
|
90,047,982
|
|
10
|
First Amendment to Tax Sharing Agreement dated as of July 7, 2015 by and among Weyerhaeuser Company, TRI Pointe Holdings, Inc. (f/k/a Weyerhaeuser Real Estate Company) and TRI Pointe Homes, Inc.
|
|
|
12
|
Statements regarding computation of ratios
|
|
|
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)
|
|
|
100.INS
|
XBRL Instance Document
|
|
|
100.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
100.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
100.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
100.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
100.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
WEYERHAEUSER COMPANY
|
|
|
Date:
|
July 31, 2015
|
|
|
|
|
By:
|
/s/ JEANNE M. HILLMAN
|
|
|
Jeanne M. Hillman
|
|
|
Vice President and Chief Accounting Officer
|
|
TRI Pointe Homes, Inc.
|
|
|
|
|
|
By:
|
/s/ Douglas F. Bauer
|
|
Name:
|
Douglas F. Bauer
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
TRI Pointe Group, Inc.
|
|
|
|
|
|
By:
|
/s/ Douglas F. Bauer
|
|
Name:
|
Douglas F. Bauer
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
TRI Pointe Holdings, Inc. (f/k/a
|
|
|
Weyerhaeuser Real Estate Company)
|
|
|
|
|
|
By:
|
/s/ Douglas F. Bauer
|
|
Name:
|
Douglas F. Bauer
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
Weyerhaeuser Company
|
|
|
|
|
|
By:
|
/s/ Devin W. Stockfish
|
|
Name:
|
Devin W. Stockfish
|
|
Title:
|
Senior Vice President, General Counsel
|
|
|
and Secretary
|
|
YEAR-TO-DATE ENDED
|
||||||
|
JUNE 2015
|
|
JUNE 2014
|
||||
Available earnings:
|
|
|
|
||||
Earnings before interest expense, amortization of debt expense and income taxes
|
$
|
448
|
|
|
$
|
728
|
|
Add: interest portion of rental expense
|
5
|
|
|
5
|
|
||
Add: undistributed losses of equity affiliates and income attributable to noncontrolling interests in subsidiaries
|
13
|
|
|
4
|
|
||
Available earnings
|
$
|
466
|
|
|
$
|
737
|
|
Fixed charges:
|
|
|
|
||||
Interest expense incurred
|
$
|
171
|
|
|
$
|
174
|
|
Amortization of debt expense
|
3
|
|
|
3
|
|
||
Interest portion of rental expense
|
5
|
|
|
5
|
|
||
Total fixed charges
|
179
|
|
|
182
|
|
||
Dividends on preference shares (pretax)
|
26
|
|
|
27
|
|
||
Total fixed charges and preference dividends
|
$
|
205
|
|
|
$
|
209
|
|
Ratio of earnings to fixed charges
|
2.60
|
|
|
4.05
|
|
||
Ratio of earnings to combined fixed charges and preference dividends
|
2.27
|
|
|
3.53
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Weyerhaeuser Company.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date:
|
July 31, 2015
|
|
|
|
|
/s/ DOYLE R. SIMONS
|
|
|
Doyle R. Simons
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Weyerhaeuser Company.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date:
|
July 31, 2015
|
|
|
|
|
/s/ PATRICIA M. BEDIENT
|
|
|
Patricia M. Bedient
Executive Vice President and Chief Financial Officer
|
/s/ DOYLE R. SIMONS
|
|
|
Doyle R. Simons
President and Chief Executive Officer
|
|
|
|
|
|
Dated:
|
July 31, 2015
|
|
|
|
|
/s/ PATRICIA M. BEDIENT
|
|
|
Patricia M. Bedient
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
Dated:
|
July 31, 2015
|
|