|
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
|
||||||
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES
|
MARCH 2016
|
|
MARCH 2015
|
||||
Net sales
|
$
|
1,835
|
|
|
$
|
1,727
|
|
Cost of products sold
|
1,475
|
|
|
1,385
|
|
||
Gross margin
|
360
|
|
|
342
|
|
||
Selling expenses
|
27
|
|
|
28
|
|
||
General and administrative expenses
|
85
|
|
|
74
|
|
||
Research and development expenses
|
6
|
|
|
5
|
|
||
Charges for integration and restructuring, closures and asset impairments
(Note 15)
|
117
|
|
|
14
|
|
||
Other operating costs (income), net
(Note 16)
|
(61
|
)
|
|
21
|
|
||
Operating income
|
186
|
|
|
200
|
|
||
Equity earnings (loss) from joint ventures
(Note 6)
|
3
|
|
|
(6
|
)
|
||
Interest income and other
|
9
|
|
|
9
|
|
||
Interest expense, net of capitalized interest
|
(97
|
)
|
|
(83
|
)
|
||
Earnings before income taxes
|
101
|
|
|
120
|
|
||
Income taxes
(Note 17)
|
(20
|
)
|
|
(19
|
)
|
||
Net earnings
|
81
|
|
|
101
|
|
||
Dividends on preference shares
|
(11
|
)
|
|
(11
|
)
|
||
Net earnings attributable to Weyerhaeuser common shareholders
|
$
|
70
|
|
|
$
|
90
|
|
Earnings per share attributable to Weyerhaeuser common shareholders, basic and diluted
(Note 4)
|
$
|
0.11
|
|
|
$
|
0.17
|
|
Dividends paid per share
|
$
|
0.31
|
|
|
$
|
0.29
|
|
Weighted average shares outstanding (in thousands)
(Note 4)
:
|
|
|
|
||||
Basic
|
632,004
|
|
|
523,426
|
|
||
Diluted
|
634,872
|
|
|
527,423
|
|
|
QUARTER ENDED
|
||||||
DOLLAR AMOUNTS IN MILLIONS
|
MARCH 2016
|
|
MARCH 2015
|
||||
Net earnings
|
$
|
81
|
|
|
$
|
101
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Foreign currency translation adjustments
|
41
|
|
|
(47
|
)
|
||
Actuarial gains, net of tax expense of $8 and $26
|
10
|
|
|
62
|
|
||
Prior service costs, net of tax expense of $1 and $0
|
(2
|
)
|
|
(2
|
)
|
||
Unrealized gains on available-for-sale securities
|
—
|
|
|
1
|
|
||
Total other comprehensive income
|
49
|
|
|
14
|
|
||
Comprehensive income
|
$
|
130
|
|
|
$
|
115
|
|
DOLLAR AMOUNTS IN MILLIONS
|
MARCH 31,
2016 |
|
DECEMBER 31,
2015 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
415
|
|
|
$
|
1,012
|
|
Receivables, less allowances of $4 and $3
|
578
|
|
|
487
|
|
||
Receivables for taxes
|
25
|
|
|
30
|
|
||
Inventories
(Note 5)
|
677
|
|
|
568
|
|
||
Prepaid expenses and other current assets
|
135
|
|
|
77
|
|
||
Total current assets
|
1,830
|
|
|
2,174
|
|
||
Property and equipment, less accumulated depreciation of $6,371 and $6,294
|
2,763
|
|
|
2,572
|
|
||
Construction in progress
|
223
|
|
|
195
|
|
||
Timber and timberlands at cost, less depletion charged to disposals
|
14,548
|
|
|
6,480
|
|
||
Minerals and mineral rights, net
|
325
|
|
|
14
|
|
||
Investments in and advances to joint ventures
(Note 6)
|
1,011
|
|
|
74
|
|
||
Goodwill
|
40
|
|
|
40
|
|
||
Deferred tax assets
|
15
|
|
|
4
|
|
||
Other assets
|
409
|
|
|
302
|
|
||
Restricted financial investments held by variable interest entities
|
615
|
|
|
615
|
|
||
Total assets
|
$
|
21,779
|
|
|
$
|
12,470
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Notes payable
|
$
|
4
|
|
|
$
|
4
|
|
Accounts payable
|
385
|
|
|
326
|
|
||
Accrued liabilities
(Note 9)
|
595
|
|
|
545
|
|
||
Total current liabilities
|
984
|
|
|
875
|
|
||
Note payable to Timberland Venture
(Note 10)
|
835
|
|
|
—
|
|
||
Long-term debt
(Note 10)
|
7,803
|
|
|
4,875
|
|
||
Long-term debt (nonrecourse to the company) held by variable interest entities
|
511
|
|
|
511
|
|
||
Deferred income taxes
|
71
|
|
|
86
|
|
||
Deferred pension and other postretirement benefits
|
983
|
|
|
987
|
|
||
Other liabilities
|
311
|
|
|
267
|
|
||
Total liabilities
|
11,498
|
|
|
7,601
|
|
||
Commitments and contingencies
(Note 12)
|
|
|
|
|
|
||
|
|
|
|
||||
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 13,799,711 shares
|
14
|
|
|
14
|
|
||
Common shares: $1.25 par value; authorized 1,360,000,000 shares; issued and outstanding: 759,044,221 and 510,483,285 shares
|
948
|
|
|
638
|
|
||
Other capital
|
9,305
|
|
|
4,080
|
|
||
Retained earnings
|
1,177
|
|
|
1,349
|
|
||
Cumulative other comprehensive loss
(Note 13)
|
(1,163
|
)
|
|
(1,212
|
)
|
||
Total equity
|
10,281
|
|
|
4,869
|
|
||
Total liabilities and equity
|
$
|
21,779
|
|
|
$
|
12,470
|
|
|
QUARTER ENDED
|
||||||
DOLLAR AMOUNTS IN MILLIONS
|
MARCH 2016
|
|
MARCH 2015
|
||||
Cash flows from operations:
|
|
|
|
||||
Net earnings
|
$
|
81
|
|
|
$
|
101
|
|
Noncash charges (credits) to earnings:
|
|
|
|
||||
Depreciation, depletion and amortization
|
142
|
|
|
123
|
|
||
Basis of real estate sold
|
17
|
|
|
10
|
|
||
Deferred income taxes, net
|
18
|
|
|
13
|
|
||
Pension and other postretirement benefits
(Note 7)
|
4
|
|
|
10
|
|
||
Share-based compensation expense
|
24
|
|
|
8
|
|
||
Charges for impairment of assets
|
—
|
|
|
13
|
|
||
Equity (earnings) loss from joint ventures
(Note 6)
|
(3
|
)
|
|
6
|
|
||
Net gains on dispositions of assets and operations
|
(41
|
)
|
|
(16
|
)
|
||
Foreign exchange transaction losses
(Note 16)
|
(13
|
)
|
|
29
|
|
||
Change in:
|
|
|
|
||||
Receivables less allowances
|
(47
|
)
|
|
(16
|
)
|
||
Receivable for taxes
|
10
|
|
|
2
|
|
||
Inventories
|
(43
|
)
|
|
(57
|
)
|
||
Prepaid expenses
|
(1
|
)
|
|
(11
|
)
|
||
Accounts payable and accrued liabilities
|
(70
|
)
|
|
(91
|
)
|
||
Pension and postretirement contributions
(Note 7)
|
(17
|
)
|
|
(20
|
)
|
||
Distributions from joint ventures
|
5
|
|
|
—
|
|
||
Other
|
(19
|
)
|
|
(17
|
)
|
||
Net cash from operations
|
47
|
|
|
87
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures for property and equipment
|
(57
|
)
|
|
(71
|
)
|
||
Capital expenditures for timberlands reforestation
|
(16
|
)
|
|
(18
|
)
|
||
Acquisition of timberlands
|
(6
|
)
|
|
(32
|
)
|
||
Proceeds from sale of assets
|
70
|
|
|
2
|
|
||
Distributions from joint ventures
|
24
|
|
|
—
|
|
||
Cash and cash equivalents acquired in Plum Creek merger
(Note 3)
|
9
|
|
|
—
|
|
||
Cash from (used in) investing activities
|
24
|
|
|
(119
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net proceeds from issuance of debt
(Note 10)
|
1,098
|
|
|
—
|
|
||
Payments on debt
(Note 10)
|
(720
|
)
|
|
—
|
|
||
Cash dividends on common shares
|
(241
|
)
|
|
(152
|
)
|
||
Repurchase of common stock
(Note 4)
|
(798
|
)
|
|
(253
|
)
|
||
Other
|
(7
|
)
|
|
15
|
|
||
Cash from financing activities
|
(668
|
)
|
|
(390
|
)
|
||
|
|
|
|
||||
Net change in cash and cash equivalents
|
(597
|
)
|
|
(422
|
)
|
||
Cash and cash equivalents at beginning of period
|
1,012
|
|
|
1,580
|
|
||
Cash and cash equivalents at end of period
|
$
|
415
|
|
|
$
|
1,158
|
|
|
|
|
|
||||
Cash paid (received) during the period for:
|
|
|
|
||||
Interest, net of amount capitalized of $2 and $1
|
$
|
125
|
|
|
$
|
114
|
|
Income taxes
|
$
|
(13
|
)
|
|
$
|
1
|
|
|
|
|
|
||||
Noncash investing and financing activities:
|
|
|
|
||||
Equity issued as consideration for our merger with Plum Creek
(Note 3)
|
$
|
6,383
|
|
|
$
|
—
|
|
NOTE 1:
|
||
|
|
|
NOTE 2:
|
||
|
|
|
NOTE 3:
|
||
|
|
|
NOTE 4:
|
||
|
|
|
NOTE 5:
|
||
|
|
|
NOTE 6:
|
||
|
|
|
NOTE 7:
|
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
|
|
|
|
|
NOTE 8:
|
||
|
|
|
NOTE 9:
|
ACCRUED LIABILITIES
|
|
|
|
|
NOTE 10:
|
||
|
|
|
NOTE 11:
|
FAIR VALUE OF FINANCIAL INSTRUMENTS
|
|
|
|
|
NOTE 12:
|
LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
NOTE 13:
|
CUMULATIVE OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
NOTE 14:
|
SHARE-BASED COMPENSATION
|
|
|
|
|
NOTE 15:
|
||
|
|
|
NOTE 16:
|
||
|
|
|
NOTE 17:
|
INCOME TAXES
|
|
|
|
|
NOTE 18:
|
•
|
majority-owned domestic and foreign subsidiaries,
|
•
|
the results of Plum Creek Timber Company, Inc. (Plum Creek) for the period from February 19, 2016 (the merger date) to March 31, 2016 (see
Note 3: Merger with Plum Creek
), and
|
•
|
variable interest entities in which we are the primary beneficiary.
|
•
|
Timberlands – which includes logs, timber, and our Uruguay operations;
|
•
|
Real Estate & ENR – which includes equity interests in our Real Estate Development Ventures (as defined and described in
Note 6: Equity Method Investments
), sales of HBU and non-core timberlands, minerals, oil, gas, coal and other natural resources;
|
•
|
Wood Products – which includes softwood lumber, engineered wood products, oriented strand board, plywood, medium density fiberboard and building materials distribution; and
|
•
|
Cellulose Fibers – which includes pulp, liquid packaging board and an equity interest in our newsprint and publishing papers venture.
|
|
QUARTER ENDED
|
||||||
DOLLAR AMOUNTS IN MILLIONS
|
MARCH 2016
|
|
MARCH 2015
|
||||
Sales to unaffiliated customers:
|
|
|
|
||||
Timberlands
|
$
|
387
|
|
|
$
|
323
|
|
Real Estate & ENR
|
39
|
|
|
34
|
|
||
Wood Products
|
979
|
|
|
923
|
|
||
Cellulose Fibers
|
430
|
|
|
447
|
|
||
|
1,835
|
|
|
1,727
|
|
||
Intersegment sales:
|
|
|
|
||||
Timberlands
|
222
|
|
|
228
|
|
||
Wood Products
|
22
|
|
|
19
|
|
||
|
244
|
|
|
247
|
|
||
Total sales
|
2,079
|
|
|
1,974
|
|
||
Intersegment eliminations
|
(244
|
)
|
|
(247
|
)
|
||
Total
|
$
|
1,835
|
|
|
$
|
1,727
|
|
Net contribution to earnings:
|
|
|
|
||||
Timberlands
|
$
|
129
|
|
|
$
|
139
|
|
Real Estate & ENR
(1)
|
15
|
|
|
23
|
|
||
Wood Products
|
87
|
|
|
62
|
|
||
Cellulose Fibers
(2)
|
28
|
|
|
33
|
|
||
|
259
|
|
|
257
|
|
||
Unallocated items
(3)
|
(61
|
)
|
|
(54
|
)
|
||
Net contribution to earnings
|
198
|
|
|
203
|
|
||
Interest expense, net of capitalized interest
|
(97
|
)
|
|
(83
|
)
|
||
Earnings before income taxes
|
101
|
|
|
120
|
|
||
Income taxes
|
(20
|
)
|
|
(19
|
)
|
||
Net earnings
|
81
|
|
|
101
|
|
||
Dividends on preference shares
|
(11
|
)
|
|
(11
|
)
|
||
Net earnings attributable to Weyerhaeuser common shareholders
|
$
|
70
|
|
|
$
|
90
|
|
(1)
|
The Real Estate & ENR segment includes the equity earnings from and investments in and advances to our Real Estate Development Ventures, which are accounted for under the equity method.
|
(2)
|
The Cellulose Fibers segment includes the equity earnings from and investments in and advances to our newsprint and publishing papers venture, which is accounted for under the equity method.
|
(3)
|
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, equity earnings from our Timberland Venture (as defined and described in
Note 6: Equity Method Investments
), the elimination of intersegment profit in inventory and the LIFO reserve.
|
DOLLAR AMOUNTS IN MILLIONS
|
MARCH 31,
2016 |
|
DECEMBER 31,
2015 |
||||
Total Assets:
|
|
|
|
||||
Timberlands and Real Estate & ENR
(1)
|
$
|
15,447
|
|
|
$
|
7,260
|
|
Wood Products
|
1,838
|
|
|
1,541
|
|
||
Cellulose Fibers
|
1,980
|
|
|
1,984
|
|
||
Unallocated items
|
2,514
|
|
|
1,685
|
|
||
Total
|
$
|
21,779
|
|
|
$
|
12,470
|
|
(1)
|
Assets attributable to the Real Estate & ENR business segment are combined with total assets for the Timberlands segment because we do not produce separate balance sheets internally.
|
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES
|
|
|
||||
Number of Plum Creek common shares outstanding
(1)
|
174,307,267
|
|
|
|||
Exchange ratio per the merger agreement
|
1.60
|
|
|
|||
Weyerhaeuser shares issued in exchange for Plum Creek equity
(2)
|
278,901,479
|
|
|
|||
Price per Weyerhaeuser common share
(3)
|
$
|
22.87
|
|
|
||
Aggregate value of Weyerhaeuser common stock issued
|
|
$
|
6,378
|
|
||
Fair value of stock options
(4)
|
|
5
|
|
|||
Estimated consideration transferred
|
|
$
|
6,383
|
|
(1)
|
The number of shares of Plum Creek common stock issued and outstanding as of February 19, 2016.
|
(2)
|
Total shares issued net of partial shares settled in cash.
|
(3)
|
The closing price of Weyerhaeuser common stock on the NYSE on February 19, 2016.
|
(4)
|
The estimated fair value of Plum Creek stock options for pre-merger services rendered.
|
DOLLAR AMOUNTS IN MILLIONS
|
MARCH 2016
|
||
Net sales
|
$
|
126
|
|
Loss before income taxes
|
$
|
31
|
|
|
QUARTER ENDED
|
||||||
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES
|
MARCH 2016
|
|
MARCH 2015
|
||||
Net sales
|
$
|
1,991
|
|
|
$
|
2,125
|
|
Net earnings attributable to Weyerhaeuser common shareholders
|
$
|
164
|
|
|
$
|
103
|
|
Basic earnings per share attributable to Weyerhaeuser common shareholders
|
$
|
0.21
|
|
|
$
|
0.13
|
|
Diluted earnings per share attributable to Weyerhaeuser common shareholders
|
$
|
0.21
|
|
|
$
|
0.13
|
|
DOLLAR AMOUNTS IN MILLIONS
|
FEBRUARY 19,
2016 |
||
Current assets
|
$
|
128
|
|
Timber and timberlands
|
8,124
|
|
|
Minerals and mineral rights
|
312
|
|
|
Property and equipment
|
272
|
|
|
Equity investment in Timberland Venture
|
876
|
|
|
Equity investment in Real Estate Development Ventures
|
88
|
|
|
Other assets
|
163
|
|
|
Total assets acquired
|
$
|
9,963
|
|
|
|
||
Current liabilities
|
$
|
610
|
|
Long-term debt
|
2,056
|
|
|
Note Payable to Timberland Venture
|
837
|
|
|
Other liabilities
|
77
|
|
|
Total liabilities assumed
|
$
|
3,580
|
|
|
|
||
Net assets acquired
|
$
|
6,383
|
|
•
|
timber and timberlands,
|
•
|
minerals and mineral rights,
|
•
|
property and equipment,
|
•
|
acquired equity method investments, and
|
•
|
other contractual rights and obligations.
|
•
|
$0.11
during
first
quarter
2016
; and
|
•
|
$0.17
during
first
quarter
2015
.
|
|
QUARTER ENDED
|
||||
SHARES IN THOUSANDS
|
MARCH 2016
|
|
MARCH 2015
|
||
Weighted average number of outstanding common shares – basic
|
632,004
|
|
|
523,426
|
|
Dilutive potential common shares:
|
|
|
|
||
Stock options
|
2,060
|
|
|
2,962
|
|
Restricted stock units
|
409
|
|
|
415
|
|
Performance share units
|
399
|
|
|
620
|
|
Preference shares
|
—
|
|
|
—
|
|
Total effect of outstanding dilutive potential common shares
|
2,868
|
|
|
3,997
|
|
Weighted average number of outstanding common shares – dilutive
|
634,872
|
|
|
527,423
|
|
|
QUARTER ENDED
|
||||
SHARES IN THOUSANDS
|
MARCH 2016
|
|
MARCH 2015
|
||
Stock options
|
6,215
|
|
|
1,128
|
|
Performance share units
|
534
|
|
|
358
|
|
Preference shares
|
25,307
|
|
|
24,988
|
|
DOLLAR AMOUNTS IN MILLIONS
|
MARCH 31,
2016 |
|
DECEMBER 31,
2015 |
||||
LIFO Inventories:
|
|
|
|
|
|
||
Logs and chips
|
$
|
28
|
|
|
$
|
15
|
|
Lumber, plywood and panels
|
57
|
|
|
48
|
|
||
Pulp and paperboard
|
109
|
|
|
111
|
|
||
Other products
|
13
|
|
|
11
|
|
||
FIFO or moving average cost inventories:
|
|
|
|
|
|
||
Logs and chips
|
71
|
|
|
38
|
|
||
Lumber, plywood, panels and engineered wood products
|
94
|
|
|
75
|
|
||
Pulp and paperboard
|
37
|
|
|
32
|
|
||
Other products
|
100
|
|
|
90
|
|
||
Materials and supplies
|
168
|
|
|
148
|
|
||
Total
|
$
|
677
|
|
|
$
|
568
|
|
|
QUARTER ENDED
|
||||||
DOLLAR AMOUNTS IN MILLIONS
|
MARCH 2016
|
|
MARCH 2015
|
||||
Equity earnings (loss) from joint ventures:
|
|
|
|
||||
Newsprint and publishing papers venture
|
$
|
(2
|
)
|
|
$
|
(6
|
)
|
Timberland Venture
|
5
|
|
|
—
|
|
||
Real Estate Development Ventures
|
—
|
|
|
—
|
|
||
Total
|
$
|
3
|
|
|
$
|
(6
|
)
|
|
|
|
|
||||
|
MARCH 31, 2016
|
|
DECEMBER 31, 2015
|
||||
Investment in and advances to joint ventures:
|
|
|
|
||||
Newsprint and publishing papers venture
|
$
|
72
|
|
|
$
|
74
|
|
Timberland Venture
|
852
|
|
|
—
|
|
||
Real Estate Development Ventures
|
87
|
|
|
—
|
|
||
Total
|
$
|
1,011
|
|
|
$
|
74
|
|
|
PENSION
|
||||||
|
QUARTER ENDED
|
||||||
DOLLAR AMOUNTS IN MILLIONS
|
MARCH 2016
|
|
MARCH 2015
|
||||
Service cost
|
$
|
13
|
|
|
$
|
15
|
|
Interest cost
|
68
|
|
|
65
|
|
||
Expected return on plan assets
|
(123
|
)
|
|
(118
|
)
|
||
Amortization of actuarial loss
|
38
|
|
|
44
|
|
||
Amortization of prior service cost
|
1
|
|
|
1
|
|
||
Accelerated pension costs included in Plum Creek merger-related costs
(Note 15)
|
5
|
|
|
—
|
|
||
Total net periodic benefit cost (credit)
|
$
|
2
|
|
|
$
|
7
|
|
|
OTHER POSTRETIREMENT BENEFITS
|
||||||
|
QUARTER ENDED
|
||||||
DOLLAR AMOUNTS IN MILLIONS
|
MARCH 2016
|
|
MARCH 2015
|
||||
Interest cost
|
$
|
2
|
|
|
$
|
3
|
|
Amortization of actuarial loss
|
2
|
|
|
2
|
|
||
Amortization of prior service credit
|
(2
|
)
|
|
(2
|
)
|
||
Total net periodic benefit cost
|
$
|
2
|
|
|
$
|
3
|
|
•
|
$137 million
qualified pension plan assets
|
•
|
$149 million
qualified pension plan projected benefit obligation
|
•
|
$50 million
non-qualified pension plan projected benefit obligation
|
•
|
be required to contribute approximately
$16 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
$52 million
for our U.S. nonqualified pension plans, including
$33 million
of benefit payments for plans assumed from Plum Creek to be paid out of assets held in grantor trusts; and
|
•
|
make benefit payments of
$22 million
for our U.S. and Canadian other postretirement plans.
|
DOLLAR AMOUNTS IN MILLIONS
|
MARCH 31,
2016 |
|
DECEMBER 31,
2015 |
||||
Wages, salaries and severance pay
|
$
|
150
|
|
|
$
|
150
|
|
Pension and other postretirement benefits
|
79
|
|
|
44
|
|
||
Vacation pay
|
52
|
|
|
46
|
|
||
Taxes – Social Security and real and personal property
|
36
|
|
|
24
|
|
||
Interest
|
100
|
|
|
104
|
|
||
Customer rebates and volume discounts
|
34
|
|
|
46
|
|
||
Deferred income
|
37
|
|
|
52
|
|
||
Other
|
107
|
|
|
79
|
|
||
Total
|
$
|
595
|
|
|
$
|
545
|
|
•
|
long-term debt assumed in the Plum Creek merger and
|
•
|
new term loans issued.
|
•
|
two issuances of publicly traded Senior Notes,
|
•
|
an Installment Note (defined and described below) and
|
•
|
the Note Payable to Timberland Venture (defined and described below).
|
|
MARCH 31,
2016 |
DECEMBER 31,
2015 |
|||||||||||||
DOLLAR AMOUNTS IN MILLIONS
|
CARRYING
VALUE
|
|
FAIR VALUE
(LEVEL 2)
|
|
CARRYING
VALUE
|
|
FAIR VALUE
(LEVEL 2)
|
||||||||
Long-term Debt – fixed rate
|
$
|
6,156
|
|
|
$
|
6,993
|
|
|
$
|
4,326
|
|
|
$
|
5,070
|
|
Long-term Debt – variable rate
|
1,647
|
|
|
1,650
|
|
|
549
|
|
|
550
|
|
||||
Note Payable to Timberland Venture
|
835
|
|
|
843
|
|
|
—
|
|
|
—
|
|
||||
Total Debt
|
$
|
8,638
|
|
|
$
|
9,486
|
|
|
$
|
4,875
|
|
|
$
|
5,620
|
|
•
|
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,
|
•
|
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, 2015
|
$
|
207
|
|
$
|
(1,372
|
)
|
$
|
(11
|
)
|
$
|
(77
|
)
|
$
|
35
|
|
$
|
6
|
|
$
|
(1,212
|
)
|
Other comprehensive income (loss) before reclassifications
|
41
|
|
(22
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
19
|
|
|||||||
Income taxes
|
—
|
|
6
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6
|
|
|||||||
Net other comprehensive income (loss) before reclassifications
|
41
|
|
(16
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
25
|
|
|||||||
Amounts reclassified from cumulative other comprehensive income (loss)
(1)
|
—
|
|
38
|
|
1
|
|
2
|
|
(2
|
)
|
—
|
|
39
|
|
|||||||
Income taxes
|
—
|
|
(13
|
)
|
(1
|
)
|
(1
|
)
|
—
|
|
—
|
|
(15
|
)
|
|||||||
Net amounts reclassified from cumulative other comprehensive income (loss)
|
—
|
|
25
|
|
—
|
|
1
|
|
(2
|
)
|
—
|
|
24
|
|
|||||||
Total other comprehensive income (loss)
|
41
|
|
9
|
|
—
|
|
1
|
|
(2
|
)
|
—
|
|
49
|
|
|||||||
Ending balance as of March 31, 2016
|
$
|
248
|
|
$
|
(1,363
|
)
|
$
|
(11
|
)
|
$
|
(76
|
)
|
$
|
33
|
|
$
|
6
|
|
$
|
(1,163
|
)
|
(1) Actuarial losses and prior service credits (cost) are included in the computation of net periodic benefit costs (credits). See
Note 7: Pension and Other Postretirement Benefit Plans
.
|
•
|
vest ratably over four years, except for the replacement stock option awards granted as a result of the Plum Creek merger, which were fully vested as of the grant date;
|
•
|
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 forfeits 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.
|
|
Stock Options
(1)
|
||
Expected volatility
|
25.43
|
%
|
|
Expected dividends
|
5.37
|
%
|
|
Expected term (in years)
|
4.95
|
|
|
Risk-free rate
|
1.28
|
%
|
|
Weighted average grant date fair value
|
|
$2.73
|
|
(1)
|
Weighted average assumptions presented do not include the replacement stock options awards issued as consideration for our merger with Plum Creek.
|
•
|
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 forfeits 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 forfeit 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;
|
•
|
our relative TSR ranking measured against an industry peer group of companies over a three year period; and
|
•
|
achievement of Plum Creek merger cost synergy targets.
|
•
|
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 forfeits 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 forfeit upon termination of employment in all other situations including early retirement prior to age 62.
|
|
Performance Share Units
|
|||||
Performance period
|
1/1/2016 – 12/31/2018
|
|
||||
Valuation date closing stock price
|
$
|
23.09
|
|
|||
Expected dividends
|
5.37
|
%
|
||||
Risk-free rate
|
0.48
|
%
|
–
|
0.93
|
%
|
|
Expected volatility
|
23.57
|
%
|
–
|
28.09
|
%
|
|
Stock Appreciation Rights
|
||
Expected volatility
|
25.15
|
%
|
|
Expected dividends
|
4.12
|
%
|
|
Expected term (in years)
|
2.55
|
|
|
Risk-free rate
|
0.98
|
%
|
|
Weighted average fair value
|
|
$7.52
|
|
|
QUARTER ENDED
|
||||||
DOLLAR AMOUNTS IN MILLIONS
|
MARCH 2016
|
|
MARCH 2015
|
||||
Integration and restructuring charges related to our merger with Plum Creek:
|
|
|
|
||||
Termination benefits
|
$
|
45
|
|
|
$
|
—
|
|
Acceleration of share-based compensation related to qualifying terminations
(Note 14)
|
19
|
|
|
—
|
|
||
Acceleration of pension benefits related to qualifying terminations
(Note 7)
|
5
|
|
|
—
|
|
||
Professional services
|
39
|
|
|
—
|
|
||
Other integration and restructuring costs
|
2
|
|
|
—
|
|
||
Total integration and restructuring charges related to our merger with Plum Creek
|
110
|
|
|
—
|
|
||
Charges related to closures and other restructuring activities
|
7
|
|
|
1
|
|
||
Impairments of long-lived assets
|
—
|
|
|
13
|
|
||
Total charges for integration and restructuring, closures and impairments
|
$
|
117
|
|
|
$
|
14
|
|
DOLLAR AMOUNTS IN MILLIONS
|
|||
Accrued severance as of December 31, 2015
|
$
|
5
|
|
Charges
|
45
|
|
|
Payments
|
(17
|
)
|
|
Accrued severance as of March 31, 2016
|
$
|
33
|
|
•
|
includes both recurring and occasional income and expense items and
|
•
|
can fluctuate from year to year.
|
|
QUARTER ENDED
|
||||||
DOLLAR AMOUNTS IN MILLIONS
|
MARCH 2016
|
|
MARCH 2015
|
||||
Gain on disposition of nonstrategic assets
|
(36
|
)
|
|
(2
|
)
|
||
Foreign exchange losses (gains), net
|
(13
|
)
|
|
29
|
|
||
Litigation expense, net
|
3
|
|
|
5
|
|
||
Other, net
|
(15
|
)
|
|
(11
|
)
|
||
Total other operating costs (income), net
|
$
|
(61
|
)
|
|
$
|
21
|
|
|
QUARTER ENDED MARCH 31, 2016
|
||||||||||||||
DOLLAR AMOUNTS IN MILLIONS
|
Parent Company – WY
|
Subsidiary Issuer – PC Timberlands*
|
Non-Issuer and Non-Guarantor Subsidiaries
|
Eliminations
|
Total Company
|
||||||||||
Net sales
|
$
|
186
|
|
$
|
27
|
|
$
|
1,808
|
|
$
|
(186
|
)
|
$
|
1,835
|
|
Costs of products sold
|
57
|
|
24
|
|
1,577
|
|
(183
|
)
|
1,475
|
|
|||||
Gross margin
|
129
|
|
3
|
|
231
|
|
(3
|
)
|
360
|
|
|||||
Other operating expenses, net
|
81
|
|
22
|
|
71
|
|
—
|
|
174
|
|
|||||
Operating income
|
48
|
|
(19
|
)
|
160
|
|
(3
|
)
|
186
|
|
|||||
Non-operating expense, net
|
(12
|
)
|
(6
|
)
|
(67
|
)
|
—
|
|
(85
|
)
|
|||||
Earnings before income taxes
|
36
|
|
(25
|
)
|
93
|
|
(3
|
)
|
101
|
|
|||||
Income taxes
|
—
|
|
—
|
|
(20
|
)
|
—
|
|
(20
|
)
|
|||||
Net earnings
|
36
|
|
(25
|
)
|
73
|
|
(3
|
)
|
81
|
|
|||||
Dividends on preference shares
|
(11
|
)
|
—
|
|
—
|
|
—
|
|
(11
|
)
|
|||||
Net earnings attributable to Weyerhaeuser common shareholders
|
$
|
25
|
|
$
|
(25
|
)
|
$
|
73
|
|
$
|
(3
|
)
|
$
|
70
|
|
|
QUARTER ENDED MARCH 31, 2015
|
||||||||||||||
DOLLAR AMOUNTS IN MILLIONS
|
Parent Company – WY
|
Subsidiary Issuer – PC Timberlands*
|
Non-Issuer and Non-Guarantor Subsidiaries
|
Eliminations
|
Total Company
|
||||||||||
Net sales
|
$
|
198
|
|
$
|
—
|
|
$
|
1,699
|
|
$
|
(170
|
)
|
$
|
1,727
|
|
Costs of products sold
|
61
|
|
—
|
|
1,495
|
|
(171
|
)
|
1,385
|
|
|||||
Gross margin
|
137
|
|
—
|
|
204
|
|
1
|
|
342
|
|
|||||
Other operating expenses, net
|
19
|
|
—
|
|
123
|
|
—
|
|
142
|
|
|||||
Operating income
|
118
|
|
—
|
|
81
|
|
1
|
|
200
|
|
|||||
Non-operating expense, net
|
(6
|
)
|
—
|
|
(74
|
)
|
—
|
|
(80
|
)
|
|||||
Earnings before income taxes
|
112
|
|
—
|
|
7
|
|
1
|
|
120
|
|
|||||
Income taxes
|
—
|
|
—
|
|
(19
|
)
|
—
|
|
(19
|
)
|
|||||
Net earnings
|
112
|
|
—
|
|
(12
|
)
|
1
|
|
101
|
|
|||||
Dividends on preference shares
|
(11
|
)
|
—
|
|
—
|
|
—
|
|
(11
|
)
|
|||||
Net earnings attributable to Weyerhaeuser common shareholders
|
$
|
101
|
|
$
|
—
|
|
$
|
(12
|
)
|
$
|
1
|
|
$
|
90
|
|
|
QUARTER ENDED MARCH 31, 2016
|
||||||||||||||
DOLLAR AMOUNTS IN MILLIONS
|
Parent Company – WY
|
Subsidiary Issuer – PC Timberlands*
|
Non-Issuer and Non-Guarantor Subsidiaries
|
Eliminations
|
Total Company
|
||||||||||
Net earnings (loss)
|
$
|
36
|
|
$
|
(25
|
)
|
$
|
73
|
|
$
|
(3
|
)
|
$
|
81
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
—
|
|
—
|
|
41
|
|
—
|
|
41
|
|
|||||
Actuarial gains, net of tax expense
|
2
|
|
—
|
|
8
|
|
—
|
|
10
|
|
|||||
Prior service costs, net of tax expense
|
—
|
|
—
|
|
(2
|
)
|
—
|
|
(2
|
)
|
|||||
Unrealized gains on available-for-sale securities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total other comprehensive income
|
2
|
|
—
|
|
47
|
|
—
|
|
49
|
|
|||||
Comprehensive income (loss)
|
$
|
38
|
|
$
|
(25
|
)
|
$
|
120
|
|
$
|
(3
|
)
|
$
|
130
|
|
|
QUARTER ENDED MARCH 31, 2015
|
||||||||||||||
DOLLAR AMOUNTS IN MILLIONS
|
Parent Company – WY
|
Subsidiary Issuer – PC Timberlands*
|
Non-Issuer and Non-Guarantor Subsidiaries
|
Eliminations
|
Total Company
|
||||||||||
Net earnings (loss)
|
$
|
112
|
|
$
|
—
|
|
$
|
(12
|
)
|
$
|
1
|
|
$
|
101
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
—
|
|
—
|
|
(47
|
)
|
—
|
|
(47
|
)
|
|||||
Actuarial gains, net of tax expense
|
5
|
|
—
|
|
57
|
|
—
|
|
62
|
|
|||||
Prior service costs, net of tax expense
|
—
|
|
—
|
|
(2
|
)
|
—
|
|
(2
|
)
|
|||||
Unrealized gains on available-for-sale securities
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|||||
Total other comprehensive income
|
5
|
|
—
|
|
9
|
|
—
|
|
14
|
|
|||||
Comprehensive income (loss)
|
$
|
117
|
|
$
|
—
|
|
$
|
(3
|
)
|
$
|
1
|
|
$
|
115
|
|
|
MARCH 31, 2016
|
||||||||||||||
DOLLAR AMOUNTS IN MILLIONS
|
Parent Company – WY
|
Subsidiary Issuer – PC Timberlands*
|
Non-Issuer and Non-Guarantor Subsidiaries
|
Eliminations
|
Total Company
|
||||||||||
Cash and cash equivalents
|
$
|
216
|
|
$
|
29
|
|
$
|
170
|
|
$
|
—
|
|
$
|
415
|
|
Other current assets
|
54
|
|
7
|
|
1,359
|
|
(5
|
)
|
1,415
|
|
|||||
Total current assets
|
270
|
|
36
|
|
1,529
|
|
(5
|
)
|
1,830
|
|
|||||
Property and equipment, net
|
165
|
|
66
|
|
2,532
|
|
—
|
|
2,763
|
|
|||||
Timber and timberlands at cost, net
|
3,485
|
|
5,713
|
|
5,373
|
|
(23
|
)
|
14,548
|
|
|||||
Investments in and advances to subsidiaries
|
10,896
|
|
4,535
|
|
781
|
|
(16,212
|
)
|
—
|
|
|||||
Other assets
|
88
|
|
143
|
|
3,042
|
|
(635
|
)
|
2,638
|
|
|||||
Total assets
|
$
|
14,904
|
|
$
|
10,493
|
|
$
|
13,257
|
|
$
|
(16,875
|
)
|
$
|
21,779
|
|
|
|
|
|
|
|
|
|
||||||||
Total current liabilities
|
$
|
141
|
|
$
|
59
|
|
$
|
785
|
|
$
|
(1
|
)
|
$
|
984
|
|
Note payable to Timberland Venture
|
—
|
|
—
|
|
835
|
|
—
|
|
835
|
|
|||||
Long-term debt
|
2,743
|
|
1,829
|
|
3,831
|
|
(600
|
)
|
7,803
|
|
|||||
Other long-term liabilities
|
91
|
|
67
|
|
1,718
|
|
—
|
|
1,876
|
|
|||||
Total liabilities
|
2,975
|
|
1,955
|
|
7,169
|
|
(601
|
)
|
11,498
|
|
|||||
Equity:
|
|
|
|
|
|
||||||||||
Mandatory convertible preference shares
|
14
|
|
—
|
|
—
|
|
—
|
|
14
|
|
|||||
Common shares
|
948
|
|
—
|
|
—
|
|
—
|
|
948
|
|
|||||
Other equity
|
10,967
|
|
8,538
|
|
6,088
|
|
(16,274
|
)
|
9,319
|
|
|||||
Total equity
|
11,929
|
|
8,538
|
|
6,088
|
|
(16,274
|
)
|
10,281
|
|
|||||
Total liabilities and equity
|
$
|
14,904
|
|
$
|
10,493
|
|
$
|
13,257
|
|
$
|
(16,875
|
)
|
$
|
21,779
|
|
|
QUARTER ENDED MARCH 31, 2016
|
||||||||||||||
DOLLAR AMOUNTS IN MILLIONS
|
Parent Company – WY
|
Subsidiary Issuer – PC Timberlands*
|
Non-Issuer and Non-Guarantor Subsidiaries
|
Eliminations
|
Total Company
|
||||||||||
Net cash from (used in) operations
|
$
|
29
|
|
$
|
25
|
|
$
|
(7
|
)
|
$
|
—
|
|
$
|
47
|
|
Net cash from (used in) investing activities:
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(14
|
)
|
—
|
|
(59
|
)
|
—
|
|
(73
|
)
|
|||||
Acquisition of timberlands
|
—
|
|
—
|
|
(6
|
)
|
—
|
|
(6
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
—
|
|
70
|
|
—
|
|
70
|
|
|||||
Distributions from joint ventures
|
—
|
|
—
|
|
24
|
|
—
|
|
24
|
|
|||||
Cash acquired in merger with Plum Creek
|
—
|
|
4
|
|
5
|
|
—
|
|
9
|
|
|||||
Distribution from subsidiaries
|
196
|
|
—
|
|
—
|
|
(196
|
)
|
—
|
|
|||||
Net cash from investing activities
|
182
|
|
4
|
|
34
|
|
(196
|
)
|
24
|
|
|||||
Net cash from (used in) financing activities:
|
|
|
|
|
|
||||||||||
Net proceeds from issuance of debt
|
1,098
|
|
—
|
|
—
|
|
—
|
|
1,098
|
|
|||||
Payments on debt
|
(720
|
)
|
—
|
|
—
|
|
—
|
|
(720
|
)
|
|||||
Cash dividends on common shares
|
(241
|
)
|
—
|
|
—
|
|
—
|
|
(241
|
)
|
|||||
Repurchase of common stock
|
(798
|
)
|
—
|
|
—
|
|
—
|
|
(798
|
)
|
|||||
Distribution to parent
|
—
|
|
—
|
|
(196
|
)
|
196
|
|
—
|
|
|||||
Other
|
(7
|
)
|
—
|
|
—
|
|
—
|
|
(7
|
)
|
|||||
Net cash used in financing activities
|
$
|
(668
|
)
|
$
|
—
|
|
$
|
(196
|
)
|
$
|
196
|
|
$
|
(668
|
)
|
|
QUARTER ENDED MARCH 31, 2015
|
||||||||||||||
DOLLAR AMOUNTS IN MILLIONS
|
Parent Company – WY
|
Subsidiary Issuer – PC Timberlands*
|
Non-Issuer and Non-Guarantor Subsidiaries
|
Eliminations
|
Total Company
|
||||||||||
Net cash from (used in) operations
|
$
|
(50
|
)
|
$
|
—
|
|
$
|
137
|
|
$
|
—
|
|
$
|
87
|
|
Net cash from (used in) investing activities:
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(19
|
)
|
—
|
|
(70
|
)
|
—
|
|
(89
|
)
|
|||||
Acquisitions of timberlands
|
(26
|
)
|
—
|
|
(6
|
)
|
—
|
|
(32
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
—
|
|
2
|
|
—
|
|
2
|
|
|||||
Issuance of note to parent
|
—
|
|
—
|
|
(600
|
)
|
600
|
|
—
|
|
|||||
Distribution from subsidiaries
|
144
|
|
—
|
|
—
|
|
(144
|
)
|
—
|
|
|||||
Net cash from (used in) investing activities
|
99
|
|
—
|
|
(674
|
)
|
456
|
|
(119
|
)
|
|||||
Net cash from (used in) financing activities:
|
|
|
|
|
|
||||||||||
Proceeds from note from subsidiary
|
600
|
|
—
|
|
—
|
|
(600
|
)
|
—
|
|
|||||
Cash dividends on common shares
|
(152
|
)
|
—
|
|
—
|
|
—
|
|
(152
|
)
|
|||||
Repurchase of common stock
|
(253
|
)
|
—
|
|
—
|
|
—
|
|
(253
|
)
|
|||||
Distribution to parent
|
—
|
|
—
|
|
(144
|
)
|
144
|
|
—
|
|
|||||
Other
|
11
|
|
—
|
|
4
|
|
—
|
|
15
|
|
|||||
Net cash from (used in) financing activities
|
$
|
206
|
|
$
|
—
|
|
$
|
(140
|
)
|
$
|
(456
|
)
|
$
|
(390
|
)
|
•
|
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, 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;
|
•
|
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;
|
•
|
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;
|
•
|
transportation and labor availability and costs;
|
•
|
federal tax policies, interpretations or rulings;
|
•
|
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 2015 Annual Report on Form 10-K and in our Registration Statement on Form S-4/A filed on December 23, 2015.
|
•
|
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 (loss) attributable to Weyerhaeuser shareholders before interest expense and income taxes.
|
|
QUARTER ENDED
|
|
AMOUNT OF
CHANGE |
||||||||
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES
|
MARCH 2016
|
|
MARCH 2015
|
|
2016 VS. 2015
|
||||||
Net sales
|
$
|
1,835
|
|
|
$
|
1,727
|
|
|
$
|
108
|
|
Cost of products sold
|
$
|
1,475
|
|
|
$
|
1,385
|
|
|
$
|
90
|
|
Operating income
|
$
|
186
|
|
|
$
|
200
|
|
|
$
|
(14
|
)
|
Net earnings attributable to Weyerhaeuser common shareholders
|
$
|
70
|
|
|
$
|
90
|
|
|
$
|
(20
|
)
|
Earnings per share attributable to Weyerhaeuser shareholders, basic and diluted
|
$
|
0.11
|
|
|
$
|
0.17
|
|
|
$
|
(0.06
|
)
|
•
|
Timberlands segment sales decreased $8 million, primarily due to lower realizations on delivered logs;
|
•
|
Real Estate & ENR segment sales decreased $16 million, primarily due to decreases in volume of acres sold and price realized per acre; and
|
•
|
Cellulose Fibers net sales decreased
$17 million
, primarily due to decreased pulp and liquid packaging board average sales realizations partially offset by increased pulp and liquid packaging board sales volumes.
|
•
|
Real Estate & ENR cost of products sold decreased $8 million, primarily due to a decrease in acreage sold;
|
•
|
Cellulose Fibers cost of products sold decreased
$8 million
, primarily due to lower maintenance spending on scheduled outages and lower per unit chemical and energy costs in our pulp manufacturing business; and
|
•
|
Costs of products sold from Unallocated Items decreased $13 million primarily due to a decrease in elimination of intersegment profit in inventory and LIFO and lower pension expense.
|
•
|
Timberlands cost of products sold increased $6 million in the West, primarily due to higher operating costs from increased log purchases; and
|
•
|
Wood products cost of products sold increased $5 million primarily due to increased sales volumes in all product lines.
|
•
|
a pretax gain related to the sale of our Federal Way headquarters campus –
$36 million
; and
|
•
|
gain on noncash foreign exchange on debt held by our Canadian entity –
$42 million
.
|
|
QUARTER ENDED
|
|
AMOUNT OF
CHANGE
|
||||||||
DOLLAR AMOUNTS IN MILLIONS
|
MARCH 2016
|
|
MARCH 2015
|
|
2016 VS. 2015
|
||||||
Net sales to unaffiliated customers:
|
|
|
|
|
|
||||||
Delivered logs
(1)
:
|
|
|
|
|
|
||||||
West
|
$
|
215
|
|
|
$
|
210
|
|
|
$
|
5
|
|
South
|
101
|
|
|
58
|
|
|
43
|
|
|||
North
|
13
|
|
|
—
|
|
|
13
|
|
|||
Canada
|
7
|
|
|
8
|
|
|
(1
|
)
|
|||
Subtotal delivered logs sales
|
336
|
|
|
276
|
|
|
60
|
|
|||
Stumpage and pay-as-cut timber
|
15
|
|
|
4
|
|
|
11
|
|
|||
Products from international operations
(2)
|
16
|
|
|
24
|
|
|
(8
|
)
|
|||
Recreational and other lease revenue
|
6
|
|
|
6
|
|
|
—
|
|
|||
Other
|
14
|
|
|
13
|
|
|
1
|
|
|||
Subtotal net sales to unaffiliated customers
|
387
|
|
|
323
|
|
|
64
|
|
|||
Intersegment sales:
|
|
|
|
|
|
||||||
United States
|
144
|
|
|
149
|
|
|
(5
|
)
|
|||
Other
|
78
|
|
|
79
|
|
|
(1
|
)
|
|||
Subtotal intersegment sales
|
222
|
|
|
228
|
|
|
(6
|
)
|
|||
Total sales
|
$
|
609
|
|
|
$
|
551
|
|
|
$
|
58
|
|
Cost of products sold
|
$
|
459
|
|
|
$
|
395
|
|
|
$
|
64
|
|
Operating income and Net contribution to earnings
|
$
|
129
|
|
|
$
|
139
|
|
|
$
|
(10
|
)
|
(1)
|
The Western region includes Washington and Oregon. The Southern region includes Virginia, North Carolina, South Carolina, Florida, Georgia, Alabama, Mississippi, Louisiana, Arkansas, Texas and Oklahoma. The Northern region includes West Virginia, Maine, New Hampshire, Vermont, Michigan, Wisconsin and Montana.
|
(2)
|
Includes logs, plywood and hardwood lumber harvested or produced by our international operations in Uruguay.
|
•
|
lower realizations on delivered logs in the West and the South;
|
•
|
lower sales volumes in the South; and
|
•
|
lower sales in our Uruguay operations.
|
•
|
higher sales volumes in the West; and
|
•
|
higher stumpage and pay-as-cut timber sales.
|
•
|
lower realizations on delivered logs in the West and the South due to mix; and
|
•
|
lower sales volumes in the South.
|
|
QUARTER ENDED
|
|
AMOUNT OF
CHANGE
|
|||||
VOLUMES IN THOUSANDS
|
MARCH 2016
|
|
MARCH 2015
|
|
2016 VS. 2015
|
|||
Third party log sales – tons
(1)
:
|
|
|
|
|
|
|||
West (1.056 cubic meters = 1 ton)
|
2,133
|
|
|
2,008
|
|
|
125
|
|
South (0.818 cubic meters = 1 ton)
|
2,844
|
|
|
1,555
|
|
|
1,289
|
|
North
|
210
|
|
|
—
|
|
|
210
|
|
Canada (1.244 cubic meters = 1 ton)
|
169
|
|
|
196
|
|
|
(27
|
)
|
Uruguay (0.907 cubic meters = 1 ton)
|
146
|
|
|
165
|
|
|
(19
|
)
|
Total
|
5,502
|
|
|
3,924
|
|
|
1,578
|
|
Fee harvest volumes – tons
(1)
:
|
|
|
|
|
|
|||
West (1.056 cubic meters = 1 ton)
|
2,801
|
|
|
2,757
|
|
|
44
|
|
South (0.818 cubic meters = 1 ton)
|
5,030
|
|
|
3,341
|
|
|
1,689
|
|
North
|
260
|
|
|
—
|
|
|
260
|
|
Uruguay (0.907 cubic meters = 1 ton)
|
299
|
|
|
263
|
|
|
36
|
|
Total
|
8,390
|
|
|
6,361
|
|
|
2,029
|
|
(1)
|
Beginning in the first quarter of 2016, we will report log sales and fee harvest volumes in tons. Prior period volumes have been converted from cubic meters to tons using annualized 2015 conversion factors.
|
|
QUARTER ENDED
|
|
AMOUNT OF
CHANGE
|
||||||||
DOLLAR AMOUNTS IN MILLIONS
|
MARCH 2016
|
|
MARCH 2015
|
|
2016 VS. 2015
|
||||||
Net sales:
|
|
|
|
|
|
||||||
Real estate
|
$
|
30
|
|
|
$
|
27
|
|
|
$
|
3
|
|
Energy and natural resources
|
9
|
|
|
7
|
|
|
2
|
|
|||
Total
|
$
|
39
|
|
|
$
|
34
|
|
|
$
|
5
|
|
Cost of products sold
|
$
|
20
|
|
|
$
|
10
|
|
|
$
|
10
|
|
Operating income
|
$
|
15
|
|
|
$
|
23
|
|
|
$
|
(8
|
)
|
Equity earnings from joint venture
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net contribution to earnings
|
$
|
15
|
|
|
$
|
23
|
|
|
$
|
(8
|
)
|
•
|
Net real estate sales decreased $14 million – 52 percent – attributable to decreases in volume of acres sold and price realized per acre for timberlands sales.
|
•
|
Net energy and natural resources sales decreased $2 million – 29 percent – primarily due to lower oil and natural gas prices.
|
|
QUARTER ENDED
|
|
AMOUNT OF
CHANGE
|
||||||||
DOLLAR AMOUNTS IN MILLIONS
|
MARCH 2016
|
|
MARCH 2015
|
|
2016 VS. 2015
|
||||||
Net sales:
|
|
|
|
|
|
||||||
Structural lumber
|
$
|
419
|
|
|
$
|
434
|
|
|
$
|
(15
|
)
|
Engineered solid section
|
109
|
|
|
94
|
|
|
15
|
|
|||
Engineered I-joists
|
66
|
|
|
61
|
|
|
5
|
|
|||
Oriented strand board
|
163
|
|
|
137
|
|
|
26
|
|
|||
Medium density fiberboard
|
20
|
|
|
—
|
|
|
20
|
|
|||
Softwood plywood
|
35
|
|
|
33
|
|
|
2
|
|
|||
Other products produced
|
46
|
|
|
48
|
|
|
(2
|
)
|
|||
Complementary building products
|
121
|
|
|
116
|
|
|
5
|
|
|||
Total
|
$
|
979
|
|
|
$
|
923
|
|
|
$
|
56
|
|
Cost of products sold
|
$
|
862
|
|
|
$
|
829
|
|
|
$
|
33
|
|
Operating income and Net contribution to earnings
|
$
|
87
|
|
|
$
|
62
|
|
|
$
|
25
|
|
•
|
a 16 percent increase in engineered solid section shipment volumes;
|
•
|
a 9 percent increase in engineered I-joist shipment volumes;
|
•
|
an 8 percent increase in OSB shipment volumes;
|
•
|
a 5 percent increase in complementary building product sales;
|
•
|
a 9 percent increase in OSB average sales realizations; and
|
•
|
a 6 percent increase in lumber shipment volumes.
|
•
|
a 10 percent decrease in lumber average sales realizations and
|
•
|
a 20 percent decrease in plywood average sales realizations.
|
|
QUARTER ENDED
|
|
AMOUNT OF
CHANGE
|
|||||
VOLUMES IN MILLIONS
(1)
|
MARCH 2016
|
|
MARCH 2015
|
|
2016 VS. 2015
|
|||
Structural lumber – board feet
|
1,152
|
|
|
1,075
|
|
|
77
|
|
Engineered solid section – cubic feet
|
5.5
|
|
|
4.8
|
|
|
0.7
|
|
Engineered I-joists – lineal feet
|
44
|
|
|
41
|
|
|
3
|
|
Oriented strand board – square feet (3/8”)
|
759
|
|
|
700
|
|
|
59
|
|
Medium density fiberboard – square feet (3/4")
|
30
|
|
|
—
|
|
|
30
|
|
Softwood plywood – square feet (3/8”)
|
110
|
|
|
89
|
|
|
21
|
|
(1)
|
Sales volumes include sales of internally produced products and products purchased for resale primarily through our distribution business.
|
|
QUARTER ENDED
|
|
AMOUNT OF
CHANGE
|
|||||
VOLUMES IN MILLIONS
|
MARCH 2016
|
|
MARCH 2015
|
|
2016 VS. 2015
|
|||
Structural lumber – board feet:
|
|
|
|
|
|
|||
Production
|
1,129
|
|
|
1,043
|
|
|
86
|
|
Outside purchase
|
56
|
|
|
89
|
|
|
(33
|
)
|
Total
|
1,185
|
|
|
1,132
|
|
|
53
|
|
Engineered solid section – cubic feet:
|
|
|
|
|
|
|||
Production
|
5.6
|
|
|
5.0
|
|
|
0.6
|
|
Outside purchase
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
5.6
|
|
|
5.0
|
|
|
0.6
|
|
Engineered I-joists – lineal feet:
|
|
|
|
|
|
|||
Production
|
46
|
|
|
43
|
|
|
3
|
|
Outside purchase
|
1
|
|
|
1
|
|
|
—
|
|
Total
|
47
|
|
|
44
|
|
|
3
|
|
Medium density fiberboard – square feet (3/4"):
|
|
|
|
|
|
|||
Production
|
25
|
|
|
—
|
|
|
25
|
|
Outside purchase
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
25
|
|
|
—
|
|
|
25
|
|
Oriented strand board – square feet (3/8”):
|
|
|
|
|
|
|||
Production
|
749
|
|
|
704
|
|
|
45
|
|
Outside purchase
|
57
|
|
|
65
|
|
|
(8
|
)
|
Total
|
806
|
|
|
769
|
|
|
37
|
|
Softwood plywood – square feet (3/8”):
|
|
|
|
|
|
|||
Production
|
88
|
|
|
61
|
|
|
27
|
|
Outside purchase
|
20
|
|
|
37
|
|
|
(17
|
)
|
Total
|
108
|
|
|
98
|
|
|
10
|
|
|
QUARTER ENDED
|
|
AMOUNT OF
CHANGE
|
||||||||
DOLLAR AMOUNTS IN MILLIONS
|
MARCH 2016
|
|
MARCH 2015
|
|
2016 VS. 2015
|
||||||
Net sales:
|
|
|
|
|
|
||||||
Pulp
|
$
|
351
|
|
|
$
|
360
|
|
|
$
|
(9
|
)
|
Liquid packaging board
|
67
|
|
|
74
|
|
|
(7
|
)
|
|||
Other products
|
12
|
|
|
13
|
|
|
(1
|
)
|
|||
Total
|
$
|
430
|
|
|
$
|
447
|
|
|
$
|
(17
|
)
|
Cost of products sold
|
386
|
|
|
$
|
394
|
|
|
$
|
(8
|
)
|
|
Operating income
|
30
|
|
|
$
|
39
|
|
|
$
|
(9
|
)
|
|
Equity loss from joint venture
|
$
|
(2
|
)
|
|
(6
|
)
|
|
4
|
|
||
Net contribution to earnings
|
$
|
28
|
|
|
$
|
33
|
|
|
$
|
(5
|
)
|
•
|
pulp average sales realizations decreased $99 per ton – 12 percent; and
|
•
|
liquid packaging board average sales realizations decreased $126 per ton – 11 percent.
|
•
|
higher pulp sales volumes – 10 percent; and
|
•
|
higher liquid packaging board sales volumes – 2 percent.
|
•
|
lower maintenance spending on scheduled outages; and
|
•
|
lower per unit chemical and energy costs in our pulp manufacturing business.
|
|
QUARTER ENDED
|
|
AMOUNT OF
CHANGE |
|||||
VOLUMES IN THOUSANDS
|
MARCH 2016
|
|
MARCH 2015
|
|
2016 VS. 2015
|
|||
Pulp – air-dry metric tons
|
464
|
|
|
421
|
|
|
43
|
|
Liquid packaging board – metric tons
|
63
|
|
|
62
|
|
|
1
|
|
|
QUARTER ENDED
|
|
AMOUNT OF
CHANGE |
|||||
VOLUMES IN THOUSANDS
|
MARCH 2016
|
|
MARCH 2015
|
|
2016 VS. 2015
|
|||
Pulp – air-dry metric tons
|
457
|
|
|
442
|
|
|
15
|
|
Liquid packaging board – metric tons
|
64
|
|
|
60
|
|
|
4
|
|
|
QUARTER ENDED
|
|
AMOUNT OF
CHANGE
|
||||||||
DOLLAR AMOUNTS IN MILLIONS
|
MARCH 2016
|
|
MARCH 2015
|
|
2016 VS. 2015
|
||||||
Unallocated corporate function expense
|
$
|
(9
|
)
|
|
$
|
(9
|
)
|
|
$
|
—
|
|
Unallocated share-based compensation
|
(2
|
)
|
|
3
|
|
|
(5
|
)
|
|||
Unallocated pension and postretirement credits
|
12
|
|
|
3
|
|
|
9
|
|
|||
Foreign exchange gain (loss)
|
13
|
|
|
(29
|
)
|
|
42
|
|
|||
Elimination of intersegment profit in inventory and LIFO
|
(6
|
)
|
|
(12
|
)
|
|
6
|
|
|||
Plum Creek merger-related costs
|
(110
|
)
|
|
—
|
|
|
(110
|
)
|
|||
Gain on sale of non-strategic asset
|
36
|
|
|
—
|
|
|
36
|
|
|||
Restructuring, impairments and other charges
|
(6
|
)
|
|
(14
|
)
|
|
8
|
|
|||
Other
|
(3
|
)
|
|
(5
|
)
|
|
2
|
|
|||
Operating loss
|
(75
|
)
|
|
(63
|
)
|
|
(12
|
)
|
|||
Equity earnings from joint venture
|
5
|
|
|
—
|
|
|
5
|
|
|||
Interest income and other
|
9
|
|
|
9
|
|
|
—
|
|
|||
Net contribution to earnings
|
$
|
(61
|
)
|
|
$
|
(54
|
)
|
|
$
|
(7
|
)
|
•
|
charges recognized in first quarter 2016 related to our merger with Plum Creek (refer to
Note 15: Charges for Integration and Restructuring, Closures and Asset Impairments
)
–
$110 million
;
|
•
|
a pretax gain recognized in first quarter 2016 related to the sale of our Federal Way headquarters campus, which is recorded in "Other operating costs (income), net" in our
Consolidated Statement of Operations
–
$36 million
.
|
•
|
noncash foreign exchange on debt held by our Canadian entity changed from a loss in first quarter 2015 to a gain in first quarter 2016 –
$42 million
; and
|
•
|
equity earnings from our investment in the Timberland Venture –
$5 million
– which was acquired in our merger with Plum Creek.
|
•
|
$97 million
during
first
quarter
2016
and
|
•
|
$83 million
during
first
quarter
2015
.
|
•
|
$20 million
during
first
quarter
2016
and
|
•
|
$19 million
during
first
quarter
2015
.
|
•
|
protect the interests of our shareholders and lenders and
|
•
|
have access at all times to all major financial markets.
|
•
|
$47 million
in
2016
and
|
•
|
$87 million
in
2015
.
|
•
|
investment banking and other professional services fees –
$39 million
– and
|
•
|
termination benefits –
$17 million
.
|
•
|
$24 million
in
2016
and
|
•
|
$(119) million
in
2015
.
|
|
YEAR-TO-DATE ENDED
|
||||||
DOLLAR AMOUNTS IN MILLIONS
|
MARCH 2016
|
|
MARCH 2015
|
||||
Timberlands
|
$
|
19
|
|
|
$
|
24
|
|
Real Estate & ENR
|
1
|
|
|
—
|
|
||
Wood Products
|
29
|
|
|
37
|
|
||
Cellulose Fibers
|
22
|
|
|
27
|
|
||
Unallocated Items
|
2
|
|
|
1
|
|
||
Total
|
$
|
73
|
|
|
$
|
89
|
|
•
|
$668 million
in
2016
and
|
•
|
$390 million
in
2015
.
|
•
|
repayment of Plum Creek's line of credit and term loan outstanding at the merger date –
$720 million
,
|
•
|
the increase in cash paid to repurchase common shares –
$545 million
,
|
•
|
the increase in cash dividends paid –
$89 million
, and
|
•
|
a decrease in proceeds from exercises of stock options – $17 million.
|
•
|
two issuances of publicly traded Senior Notes,
|
•
|
an Installment Note and
|
•
|
the Note Payable to Timberland Venture.
|
•
|
$4 million in
2016
and
|
•
|
$21 million in
2015
.
|
•
|
$241 million
in
2016
and
|
•
|
$152 million
in
2015
.
|
|
QUARTER ENDED
|
|
AMOUNT OF
CHANGE
|
||||||||
DOLLAR AMOUNTS IN MILLIONS
|
MARCH 2016
|
|
MARCH 2015
|
|
2016 VS. 2015
|
||||||
Adjusted EBITDA by Segment:
|
|
|
|
|
|
||||||
Timberlands
|
$
|
199
|
|
|
$
|
192
|
|
|
$
|
7
|
|
Real Estate & ENR
|
34
|
|
|
33
|
|
|
1
|
|
|||
Wood Products
|
117
|
|
|
88
|
|
|
29
|
|
|||
Cellulose Fibers
|
68
|
|
|
78
|
|
|
(10
|
)
|
|||
|
418
|
|
|
391
|
|
|
27
|
|
|||
Unallocated Items
|
(5
|
)
|
|
(48
|
)
|
|
43
|
|
|||
Total
|
$
|
413
|
|
|
$
|
343
|
|
|
$
|
70
|
|
DOLLAR AMOUNTS IN MILLIONS
|
Timberlands
|
|
Real Estate & ENR
|
|
Wood Products
|
|
Cellulose Fibers
|
|
Unallocated Items
|
|
Total
|
||||||||||||
Adjusted EBITDA by Segment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net earnings
|
|
|
|
|
|
|
|
|
|
|
$
|
81
|
|
||||||||||
Interest expense, net of capitalized interest
|
|
|
|
|
|
|
|
|
|
|
97
|
|
|||||||||||
Income taxes
|
|
|
|
|
|
|
|
|
|
|
20
|
|
|||||||||||
Net contribution to earnings
|
$
|
129
|
|
|
$
|
15
|
|
|
$
|
87
|
|
|
$
|
28
|
|
|
$
|
(61
|
)
|
|
$
|
198
|
|
Equity (earnings) loss from joint ventures
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
(5
|
)
|
|
(3
|
)
|
||||||
Interest income and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
||||||
Operating income
|
129
|
|
|
15
|
|
|
87
|
|
|
30
|
|
|
(75
|
)
|
|
186
|
|
||||||
Depreciation, depletion and amortization
|
70
|
|
|
2
|
|
|
30
|
|
|
38
|
|
|
2
|
|
|
142
|
|
||||||
Basis of real estate sold
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
||||||
Non-operating pension and postretirement credits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(12
|
)
|
||||||
Special items
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|
80
|
|
||||||
Adjusted EBITDA
|
$
|
199
|
|
|
$
|
34
|
|
|
$
|
117
|
|
|
$
|
68
|
|
|
$
|
(5
|
)
|
|
$
|
413
|
|
(1)
|
Special items include: a
$36 million
gain on the sale of nonstrategic assets,
$110 million
of Plum Creek merger-related costs, and
$6 million
of charges for restructuring, closures and asset impairments.
|
DOLLAR AMOUNTS IN MILLIONS
|
Timberlands
|
|
Real Estate & ENR
|
|
Wood Products
|
|
Cellulose Fibers
|
|
Unallocated Items
|
|
Total
|
||||||||||||
Adjusted EBITDA by Segment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net earnings
|
|
|
|
|
|
|
|
|
|
|
$
|
101
|
|
||||||||||
Interest expense, net of capitalized interest
|
|
|
|
|
|
|
|
|
|
|
83
|
|
|||||||||||
Income taxes
|
|
|
|
|
|
|
|
|
|
|
19
|
|
|||||||||||
Net contribution to earnings
|
$
|
139
|
|
|
$
|
23
|
|
|
$
|
62
|
|
|
$
|
33
|
|
|
$
|
(54
|
)
|
|
$
|
203
|
|
Equity (earnings) loss from joint ventures
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||||
Interest income and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
||||||
Operating income
|
139
|
|
|
23
|
|
|
62
|
|
|
39
|
|
|
(63
|
)
|
|
200
|
|
||||||
Depreciation, depletion and amortization
|
53
|
|
|
—
|
|
|
26
|
|
|
39
|
|
|
5
|
|
|
123
|
|
||||||
Basis of real estate sold
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||||
Non-operating pension and postretirement credits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
||||||
Special items
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
||||||
Adjusted EBITDA
|
$
|
192
|
|
|
$
|
33
|
|
|
$
|
88
|
|
|
$
|
78
|
|
|
$
|
(48
|
)
|
|
$
|
343
|
|
•
|
take the total carrying cost of the timber and
|
•
|
divide by the total timber volume estimated to be harvested during the harvest cycle.
|
•
|
effects of fertilizer and pesticide applications;
|
•
|
changes in environmental regulations and other regulatory restrictions;
|
•
|
limits on harvesting certain timberlands;
|
•
|
changes in harvest plans;
|
•
|
scientific advancement in seedling and growing technology; and
|
•
|
changes in weather patterns.
|
•
|
future silviculture or sustainable forest management costs associated with existing stands;
|
•
|
future reforestation costs associated with a stand’s final harvest; and
|
•
|
future volume in connection with the replanting of a stand subsequent to its final harvest.
|
•
|
Increased depletion expense by $3 million for Q1 2016
|
•
|
Increased depletion expense by $2 million for Q1 2015.
|
•
|
all future cash obligations arising from our long-term indebtedness, which includes obligations for the Note Payable to Timberland Venture;
|
•
|
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.
|
DOLLAR AMOUNTS IN MILLIONS
|
|
|
|
|
|
|||||||||||||||||||
|
2016
|
2017
|
2018
|
2019
|
2020
|
THEREAFTER
|
TOTAL
|
FAIR VALUE
|
||||||||||||||||
Fixed-rate debt
|
$
|
—
|
|
$
|
281
|
|
$
|
845
|
|
$
|
500
|
|
$
|
—
|
|
$
|
5,257
|
|
$
|
6,883
|
|
$
|
7,836
|
|
Average interest rate
|
—
|
%
|
6.95
|
%
|
7.35
|
%
|
7.38
|
%
|
—
|
%
|
6.17
|
%
|
6.43
|
%
|
N/A
|
|
||||||||
Variable-rate debt
|
$
|
—
|
|
1,100
|
|
$
|
—
|
|
$
|
—
|
|
$
|
550
|
|
$
|
—
|
|
$
|
1,650
|
|
1,650
|
|
||
Average interest rate
|
—
|
%
|
1.46
|
%
|
—
|
%
|
—
|
%
|
2.25
|
%
|
—
|
%
|
1.72
|
%
|
N/A
|
|
COMMON SHARE REPURCHASES DURING FIRST 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
|
||||||
January 1 – January 31
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
478,442,984
|
|
February 1 – February 29
|
11,151,586
|
|
|
24.90
|
|
|
11,151,586
|
|
|
2,222,380,446
|
|
||
March 1 – March 31
|
20,215,955
|
|
|
28.93
|
|
|
20,215,955
|
|
|
1,637,554,693
|
|
||
Total repurchases during first quarter
|
31,367,541
|
|
|
$
|
27.49
|
|
|
31,367,541
|
|
|
$
|
1,637,554,693
|
|
4.1
|
Note Indenture, dated November 14, 2005, by and among Plum Creek Timberlands, L.P., as Issuer, Weyerhaeuser Company, as successor to Plum Creek Timber Company, Inc., as Guarantor, and U.S. Bank National Association, as Trustee (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K, File No. 1-4825, filed on February 19, 2016)
|
|
|
4.2
|
Supplemental Indenture No. 1 dated as of February 19, 2016 between Plum Creek Timberlands, L.P., as Issuer, Weyerhaeuser Company, as Guarantor, and U.S. Bank National Association, as Trustee (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, File No. 1-4825, filed on February 19, 2016)
|
|
|
4.3
|
Officer’s Certificate, dated November 15, 2010, executed by Plum Creek Timberlands, L.P., as Issuer, establishing the terms and form of the Plum Creek 2021 Notes (Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K, File No. 1-4825, filed on February 19, 2016)
|
|
|
4.4
|
Officer’s Certificate, dated November 26, 2012, executed by Plum Creek Timberlands, L.P., as Issuer, establishing the terms and form of the Plum Creek 2023 Notes (Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K, File No. 1-4825, filed on February 19, 2016)
|
|
|
10.1
|
2011 Fee Deferral Plan for Directors of Weyerhaeuser Company, as amended and restated effective January 1, 2016
|
|
|
10.2
|
Assumption Agreement dated as of January 21, 2016 by Weyerhaeuser Company in favor of Southern Diversified Timber, LLC (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, File No. 1-4825, filed on February 19, 2016)
|
|
|
10.3
|
Credit Agreement and Guarantee, dated as of October 1, 2008, by and among Plum Creek Ventures I, LLC, as Borrower, Weyerhaeuser Company, as successor to Plum Creek Timber Company, Inc., as Guarantor and Southern Diversified Timber, LLC, as Lender (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, File No. 1-4825, filed on February 19, 2016)
|
|
|
10.4
|
Term Loan Agreement dated as of February 22, 2016 between Weyerhaeuser Company, as Borrower, and The Bank of Nova Scotia, as Lender (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, File No. 1-4825, filed on February 24, 2016)
|
|
|
10.5
|
Term Loan Agreement, dated as of March 9, 2016, among Weyerhaeuser Company, as Borrower, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, File No. 1-4825, filed on March 10, 2016)
|
|
|
10.6
|
Executive Employment Agreement between Weyerhaeuser Company and Doyle R. Simons dated February 17, 2016 (Incorporated by reference to Exhibit 10(v) to Form 10-K, File No. 1-4825, for the year ended December 31, 2015)
|
|
|
10.7
|
Retention Agreement between Weyerhaeuser Company and Catherine I. Slater effective November 4, 2015 (Incorporated by reference to Exhibit 10(w) to Form 10-K, File No. 1-4825, for the year ended December 31, 2015)
|
|
|
12.1
|
Statements regarding computation of ratios
|
|
|
31.1
|
Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
|
|
|
32.1
|
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:
|
May 6, 2016
|
|
|
|
|
By:
|
/s/ JEANNE M. HILLMAN
|
|
|
Jeanne M. Hillman
|
|
|
Vice President and Chief Accounting Officer
|
1.
|
Name and Purpose
. The name of this plan is the "2011 Fee Deferral Plan for Directors of Weyerhaeuser Company" (the "Plan"). Its purpose is to provide non‑employee Directors of the Company with increased flexibility in timing the receipt of Fees earned as a Director and to assist the Company in attracting and retaining qualified individuals to serve as Directors.
|
2.
|
Definitions.
Whenever used in the Plan, the following terms shall have the meanings set forth below:
|
(a)
|
"Beneficiary" means the beneficiary or beneficiaries appointed by a Director to receive payment of the Director’s Deferred Fees after the Director's death. The appointment shall be made on a form to be supplied by the Company and may be revoked or superseded at any time. In the absence of such appointment, or if the appointed beneficiary or beneficiaries fail to survive the Director, the Director’s beneficiary shall be the Director's estate.
|
(b)
|
"Board" means the Board of Directors of the Company, provided that no member of the Board shall participate in or cast a vote with respect to any matter which specifically relates to that individual, as opposed to relating to the Directors as a group.
|
(c)
|
"Committee" means the Compensation Committee of the Board. The Committee makes recommendations to the Board, when appropriate, with respect to matters arising under the Plan.
|
(d)
|
"Commencement Date" means (i) a Director’s Separation from Service or (ii) a date that is one to five years following a Director’s Separation from Service, as elected by the Director.
|
(e)
|
"Common Shares" means the shares of common stock, $1.25 par value, of the Company.
|
(f)
|
"Company" means Weyerhaeuser Company.
|
(g)
|
"Deferral Period" means that period of time from the end of the date on which Fees would have been paid but for deferral under the Plan (or, in the case of Fees paid in the form of RSUs, from the end of the date of grant of such RSUs) until the time when such Fees are paid.
|
(h)
|
"Deferred Fees" means any Voluntarily Deferred Fees and Designated Stock Equivalents that have been deferred pursuant to the Plan, as well as any RSUs granted to a Director, together with any earnings or other
|
(i)
|
"Designated Stock Equivalents" means Fees deferred by a Director pursuant to Subparagraph 4(d)(iii).
|
(j)
|
"Director" for purposes of the Plan means a person serving on the Board who is not an Employee of the Company or any of its subsidiaries.
|
(k)
|
"Effective Date" has the meaning set forth in Paragraph 10.
|
(l)
|
"Employee" means a person who is classified by the Company as actively employed by the Company and who is compensated on a salaried basis as reflected on the Company's or any of its subsidiaries' payroll records.
|
(m)
|
"Fees" mean the fees payable to a Director by the Company as an annual "retainer" upon his or her election or reelection to the Board and chairing a Committee of the Board, but not fees payable for extended travel at the request of the Board or a Committee of the Board or reimbursement for expenses.
|
(n)
|
"Interest Rate Deferral" has the meaning set forth in Subparagraph 4(b)(i).
|
(o)
|
"Plan Year" means the calendar year in which the Fees are earned.
|
(p)
|
"RSU" shall mean a restricted stock unit granted to a Director in accordance with Subparagraph 4(d), each of which is equivalent in value to one Common Share.
|
(q)
|
"Section 409A" means Section 409A of the Internal Revenue Code of 1986, as amended, and regulations and other guidance promulgated thereunder.
|
(r)
|
"Separation from Service" means the failure to be reelected to, or the resignation or retirement from, the Board as a Director for any reason, provided, that if the Director continues to provide services for the Company or a subsidiary or affiliate in any capacity, the Director shall have a Separation from Service only if the Director has a “separation from service” within the meaning of Section 409A.
|
(s)
|
"Specified Employee" means a Director who, as of the date of the Director's Separation from Service for any reason, is a key employee of the Company. The Director is a key employee if the Director meets the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder and disregarding Code Section 416(i)(5)) at any time during the twelve-month period ending on a Specified Employee identification date as determined under Code section 409A. If the Director is a key employee as of December 31, the Director shall be treated as a Specified Employee for the entire twelve-month period beginning on the next following April 1.
|
(t)
|
"Stock Equivalent" means a deferred unit of account which is equivalent in value to one Common Share of the Company.
|
(u)
|
"Stock Equivalent Deferral" means Fees deferred as Stock Equivalents pursuant to Subparagraph 4(b)(ii) or 4(d)(iii).
|
(v)
|
"Trading Day" means a day that the New York Stock Exchange is open for business.
|
(w)
|
"Voluntarily Deferred Fees" means Fees that are deferred pursuant to Subparagraph 4(b).
|
3.
|
Participation in the Plan
. Any individual who is a Director may participate in the Plan.
|
4.
|
Payment or Deferral of Fees
. Payment of Fees shall be made as follows:
|
(a)
|
Immediate Payment
. Except for Fees deferred pursuant to Subparagraph (b) below and Fees paid in the form of RSUs pursuant to Subparagraph (d) below, payment of Fees to a Director shall be made in cash and in full as soon as practicable following the time when the Fees are earned; provided that the annual "retainer" is deemed earned immediately following the Company's annual meeting of shareholders or other shareholder meeting at which Directors are elected, or in the case of newly appointed Directors, immediately following such appointment.
|
(b)
|
Voluntarily Deferred Fees
. Except as provided in Subparagraph (d) below for Fees paid in the form of RSUs, a Director may elect to defer receipt of a percentage of all of his or her Fees earned in any Plan Year in accordance with this Subparagraph (b). The procedure for this election is set forth in Subparagraph (c) below. Two forms of Voluntarily Deferred Fees are provided for.
|
(i)
|
"Interest Rate Deferral" ‑ This form of deferral provides for the payment of the amount to be deferred with interest, commencing with the Commencement Date elected by the Director, in the form of a lump sum or annual installments over up to 10 years, as elected by the Director. Details as to the amount and timing of payments are set forth in Paragraph 5.
|
(ii)
|
"Stock Equivalent Deferral" ‑ This form of deferral provides for the payment of the amount to be deferred, increased or decreased by reference to the market price and dividend history of Common Shares, commencing with the Commencement Date elected by the Director, in the form of a lump sum or annual installments over up to 10 years, as elected by the Director. Details as to the amount and timing of payments are set forth in Paragraph 6.
|
(c)
|
Election Procedure
. A Director shall notify the Company in writing on or prior to the December 31 preceding each Plan Year of his or her election to defer the receipt of a percentage or all of any Fees described in
|
(i)
|
state the percentage of the Fees to be deferred;
|
(ii)
|
designate the percentage of the total amount to be deferred as an Interest Rate Deferral and the percentage of the total amount to be deferred as a Stock Equivalent Deferral; and
|
(iii)
|
state the Commencement Date for payment of the Voluntarily Deferred Fees and the number of years (from one to 10) elected for payment.
|
(d)
|
Fees Paid in the Form of RSUs
. In the event that the Board designates that any Fee to be paid to a Director shall be paid in the form of RSUs, the following provisions shall apply:
|
(i)
|
Grant of RSUs
. Grants of RSUs under the Plan shall be evidenced by a written or electronic instrument that shall contain such terms, conditions, limitations and restrictions as the Board, upon recommendation by the Committee, shall deem advisable and that are not inconsistent with the Plan. The number of RSUs and fractions thereof granted to a Director shall be determined by dividing the amount of Fees to be paid in the form of RSUs by the average of the high and low price of a Common Share on the New York Stock Exchange on the date of grant. Subject to Paragraphs 11 and 12(e), the terms, conditions, limitations and restrictions of any grant of RSUs may be modified in any manner approved by the Committee or the Board in its discretion, including, but not limited to, accelerating the vesting of any outstanding RSUs granted under the Plan.
|
(ii)
|
Adjustments
. A Director’s RSUs shall be credited with dividend equivalents in the same manner as set forth with respect to Stock Equivalents in Subparagraph 6(b) and shall be subject to adjustment in the same manner as set forth in Subparagraph 6(d). Any
|
(iii)
|
Designated Stock Equivalents
. Notwithstanding the foregoing, a Director may elect to defer the settlement of a percentage of his or her RSUs in accordance with the procedures set forth below.
|
(I)
|
Any such deferrals shall be credited to the Director’s account under the Plan on the date of grant of such RSUs in the form of an equal number of Stock Equivalents (referred to herein as "Designated Stock Equivalents"), which shall thereafter be subject to the investment, forfeiture and payment provisions of Paragraphs 6 and 7 of the Plan as well as this Subparagraph 4(d)(iii). Any RSUs or part thereof which the Director does not elect to defer shall be settled as provided in the instrument evidencing the award.
|
(II)
|
A Director shall notify the Company in writing on or prior to the December 31 preceding each Plan Year of his or her election to defer the settlement of a percentage of the RSUs to be granted and starting to be earned in the Plan Year about to commence; provided, however, that a Director who is newly elected or appointed to the Board after the commencement of a Plan Year may notify the Company of such deferral election at any time prior to the effective date of his or her election or appointment provided that the requirements of Treas. Reg. § 1.409A-2(a)(7) (or any successor provision) are satisfied. Each notice to defer shall:
|
(1)
|
state the percentage of the RSUs to be deferred as Designated Stock Equivalents; and
|
(2)
|
state the Commencement Date for the payment of the Designated Stock Equivalents and the number of years (from one to 10) elected for payment.
|
(III)
|
An election to defer RSUs in the form of Designated Stock Equivalents shall be irrevocable. Should a Director make a deferral election but fail to make a payment election for any Designated Stock Equivalents, such Designated Stock Equivalents shall be payable in a single lump sum payment following the Director's Separation from Service as if the Director had elected Separation from Service as the Commencement Date.
|
(IV)
|
A Director shall be entitled to receive payments with respect to Designated Stock Equivalents as provided in Subparagraph 6(c).
|
(V)
|
The provisions of the Plan, including those relating to Voluntarily Deferred Fees, shall apply to Designated Stock Equivalents to the extent they are not inconsistent with this Subparagraph (d)(iii).
|
5.
|
Interest Rate Deferral
.
|
(a)
|
Accounts
. Any Voluntarily Deferred Fees designated as Interest Rate Deferrals shall be credited to a Director's account as of the day it would otherwise have been paid in cash and shall thereafter accrue interest at a rate to be designated from time to time by the Board, with such interest to be compounded monthly.
|
(b)
|
Payments
. A Director shall be entitled to receive cash payments with respect to Fees deferred under the Interest Rate Deferral option together with interest accrued to the date of payment in each year of the applicable period as elected under Subparagraph 4(c);
provided, however, that i
n the event payments commence based on a Director's Separation from Service, no payment shall be made earlier than six months after the date of such Separation from Service if the Director is then a Specified Employee, in which case any suspended payment shall occur on the earliest date permitted by this Subparagraph and Section 409A. The amount of cash to be paid each year with respect to the amount of Interest Rate Deferrals from any Plan Year shall be computed by multiplying a fraction, the numerator of which is one and the denominator of which is the number of years remaining in the applicable payment period for such Interest Rate Deferrals, by the remaining portion of such Interest Rate Deferrals plus accrued interest on such Deferred Fees (e.g., 1/10th is paid in the first year of a ten-year payment period; 1/9th of the remaining balance in the second year, 1/8th of the remaining balance in the third year, etc., over the ten years).
|
6.
|
Stock Equivalent Deferral
.
|
(a)
|
Accounts
. Any Voluntarily Deferred Fees designated as Stock Equivalents shall be divided by the average of the high and low price of the Common Shares on the New York Stock Exchange on the date such Fees would otherwise have been paid in cash to determine the number of deferred Stock Equivalents or fractions thereof credited to a Director's account. Any Designated Stock Equivalents shall be equal in number to the number of RSUs a Director elects to defer, but shall, along with any increments thereto pursuant to Subparagraph 6(b) or (d) below, continue to be subject to the forfeiture provisions (but not the payment provisions) of the instrument evidencing the award of the RSUs granted under
|
(b)
|
Dividend Equivalents
. All such deferred Stock Equivalents shall be credited with an amount equivalent to each dividend declared on Common Shares. The amount of such dividend equivalents shall be divided by the price per share of common stock of the Company on the payable date for such dividend to determine the number of additional deferred Stock Equivalents or fractions thereof to be credited to a Director's account.
|
(c)
|
Payments
.
|
(i)
|
Payment with respect to any Stock Equivalent Deferrals credited to a Director’s account shall be made the in form of Common Shares, equal in number to the number of Stock Equivalents with respect to which payment is being made, plus cash for any fractional shares. Payments of such Deferred Fees shall be made following the Commencement Date elected by a Director
; provided, however,
no payment shall be made earlier than six months after the date of a Director’s Separation from Service if the Director is then a Specified Employee, in which case any suspended payment shall occur on the earliest date permitted by this Subparagraph and Section 409A.
|
(ii)
|
In the event a Director has elected payment of such Stock Equivalent Deferrals over a number of years rather than as a lump sum, the number of Common Shares to be paid each year shall be computed by multiplying a fraction, the numerator of which is one and the denominator of which is the number of years remaining in the elected payment period, by the remaining number of Stock Equivalents credited to the Director's account, to determine the number of Stock Equivalents for which payment is to be made.
|
(d)
|
Change in Common Shares
. In the event, at any time or from time to time, of a stock dividend, stock split, reverse stock split, combination or exchange of shares, recapitalization, merger, consolidation, change in control or other change in the Company's structure, the Committee shall make proportional adjustments in the number of Stock Equivalents credited to a Director’s account. Any such adjustments made by the Committee shall be conclusive and binding for all purposes of the Plan.
|
(e)
|
Price per Share
. The term "price per share" shall refer to the closing price of the common stock of the Company on the New York Stock Exchange on the Trading Day in question.
|
7.
|
General Provisions Related to Deferred Fees
.
|
(a)
|
Date of Payments
. Payments with respect to Interest Rate Deferrals and Stock Equivalent Deferrals shall be made annually prior to March 15
|
(b)
|
Segregation of Funds
. The Company shall be under no obligation to segregate any Deferred Fees during the Deferral Period. Such unsegregated funds are subject to the claims of the Company's general creditors during the Deferral Period.
|
(c)
|
Payment on Death
. In the event of a Director’s death, all of the Director’s Interest Rate Deferrals and Stock Equivalent Deferrals under the Plan, including any unpaid installments, shall be paid to the Director’s Beneficiary in a lump sum in the calendar year immediately following the year of the Director’s death.
|
(d)
|
Restrictions on Deferred Fees
. No Director's interest in any Deferred Fees is assignable, either by voluntary or involuntary assignment or by operation of law. No part of any Deferred Fees, regardless of the form thereof, may be paid over, loaned, sold, assigned, transferred, discounted, pledged as collateral for a loan or in any other way encumbered until the end of the Deferral Period with respect to such Deferred Fees.
|
8.
|
Administration and Amendment of the Plan
.
|
(a)
|
Powers of the Committee
. Full power and authority to construe and interpret the Plan shall be vested in the Committee as, from time to time, constituted by the Board. The Committee shall have the authority to modify any of the terms, conditions, limitations and restrictions relating to any Fees under the Plan in any manner not inconsistent with the Plan. Decisions hereunder by the Committee shall be final, conclusive and binding on all parties, including each Director and the Company.
|
(b)
|
Expenses of the Plan
. The expenses of administering the Plan shall be borne by the Company.
|
(c)
|
Amendment and Termination
. The Board in its sole discretion may (i) amend, suspend or terminate the Plan, (ii) supplement or replace the Plan with other Deferred Fees plans, and (iii) modify any provisions of the Plan and the terms, conditions, limitations and restrictions relating to any Fees under the Plan in any manner not inconsistent with the Plan.
|
(d)
|
Directors' Rights
. No amendment, suspension or termination of the Plan shall affect any deferral already made, and in the event of any such change, any Deferred Fees credited to a Director's account shall be paid as provided herein. No Director shall have any right or interest in the Plan or its continuance or in his or her continued participation in the Plan, other
|
9.
|
Notice to the Plan Recordkeeper
. Any notice required to be furnished by a Director to the Plan recordkeeper shall be deemed to be provided if sent via fax or other electronic delivery method or via first class mail, in accordance with information and instructions communicated by the Plan recordkeeper to the Directors from time to time.
|
10.
|
Effective Date
. The Plan is effective as of November 1, 2010. The Plan applies to Fees earned in 2011 and subsequent years that are subject to deferral elections made on or after November 1, 2010 or designated by the Board as Stock Equivalents. The Plan is most recently amended and restated effective January 1, 2016.
|
11.
|
No Acceleration.
The acceleration of the time or schedule of any payment due under the Plan is generally prohibited. The Board may, however, accelerate certain distributions under the Plan to the extent permitted under Section 409A.
|
12.
|
Miscellaneous
.
|
(a)
|
Rights Unsecured
. The rights of a Director or his or her Beneficiary to receive a payment hereunder shall be an unsecured claim against the general assets of the Company, and neither the Director nor his or her Beneficiary shall have any rights in or against any amount credited to his or her account or any other specific assets of the Company. The Plan at all times shall be considered entirely unfunded for tax purposes. Any funds set aside by the Company for the purpose of meeting its obligations under the Plan, including any amounts held by a trustee, shall continue for all purposes to be part of the general assets of the Company and shall be available to the Company's general creditors in the event of the Company's bankruptcy or insolvency. The Company's obligation under the Plan shall be that of an unfunded and unsecured promise to pay benefits in the future. The Plan shall not be subject to any mistake of fact claim.
|
(b)
|
Taxes
. The Company or any other payer may withhold from a benefit payment under the Plan or from any other compensation payable by the Company to the Director any federal, state or local taxes required by law to be withheld with respect to a deferral, payment or accrual under the Plan, and shall report such payments and other Plan-related information to the appropriate governmental agencies as required under applicable law.
|
(c)
|
No Guarantee of Tax Consequences
. None of the Company, the Board, the Committee or any other person guarantees that any particular federal or state income, payroll, personal property or other tax consequence shall occur because of participation in the Plan. A Director should consult with
|
(d)
|
Successors and Assigns
. The terms and conditions of the Plan, as amended and in effect from time to time, shall be binding on the Company's successors and assigns, including, without limitation, any entity into which the Company may be merged or with which the Company may be consolidated.
|
(e)
|
Applicable Law and Venue
. The Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Washington without giving effect to the choice or conflicts of law provisions thereof. The Company intends that the Plan constitutes, and shall be construed and administered as, an unfunded plan of deferred compensation. In addition, the Plan is intended to comply with the requirements of Section 409A, including any official guidance issued thereunder. Notwithstanding any other provision, the Plan shall be interpreted, operated and administered in a manner consistent with this intention to the extent the Board deems necessary to comply with such requirements of Section 409A and to avoid the imposition of any additional tax thereunder. In addition, notwithstanding anything in Subparagraph 8(d) to the contrary, the Plan shall be deemed to be amended, and any deferrals and distributions hereunder shall be deemed to be modified, to the extent necessary to comply with such requirements of Section 409A. If the Company or any Director or Beneficiary initiates litigation related to the Plan, the venue for such action shall be King County, Washington.
|
|
YEAR-TO-DATE ENDED
|
||||||
|
MARCH 2016
|
|
MARCH 2015
|
||||
Available earnings:
|
|
|
|
||||
Earnings before interest expense, amortization of debt expense and income taxes
|
$
|
197
|
|
|
$
|
203
|
|
Add: interest portion of rental expense
|
4
|
|
|
2
|
|
||
Add: distributed income of equity affiliates
|
29
|
|
|
—
|
|
||
Add: undistributed (income) losses of equity affiliates and income attributable to noncontrolling interests in subsidiaries
|
(3
|
)
|
|
6
|
|
||
Available earnings
|
$
|
227
|
|
|
$
|
211
|
|
Fixed charges:
|
|
|
|
||||
Interest expense incurred
|
$
|
88
|
|
|
$
|
83
|
|
Amortization of debt expense
|
10
|
|
|
2
|
|
||
Interest portion of rental expense
|
4
|
|
|
2
|
|
||
Total fixed charges
|
102
|
|
|
87
|
|
||
Dividends on preference shares (pretax)
|
14
|
|
|
13
|
|
||
Total fixed charges and preference dividends
|
$
|
116
|
|
|
$
|
100
|
|
Ratio of earnings to fixed charges
|
2.23
|
|
|
2.43
|
|
||
Ratio of earnings to combined fixed charges and preference dividends
|
1.96
|
|
|
2.11
|
|
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:
|
May 6, 2016
|
|
|
|
|
/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:
|
May 6, 2016
|
|
|
|
|
/s/ RUSSELL S. HAGEN
|
|
|
Russell S. Hagen
Executive Vice President and Chief Financial Officer
|
/s/ DOYLE R. SIMONS
|
|
|
Doyle R. Simons
President and Chief Executive Officer
|
|
|
|
|
|
Dated:
|
May 6, 2016
|
|
|
|
|
/s/ RUSSELL S. HAGEN
|
|
|
Russell S. Hagen
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
Dated:
|
May 6, 2016
|
|