10-Q 1 wy630201710q.htm 10-Q Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
  __________________________________________________
FORM 10-Q 
  __________________________________________________

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2017
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM              TO             
COMMISSION FILE NUMBER: 1-4825
  __________________________________________________ 
WEYERHAEUSER COMPANY
  __________________________________________________ 
Washington
 
91-0470860
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
 
 
220 Occidental Avenue South
Seattle, Washington
 
98104-7800
(Address of principal executive offices)
 
(Zip Code)
(206) 539-3000
(Registrant’s telephone number, including area code)
 __________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    o  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x  Yes    o  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer o Non-accelerated filer o
   Smaller reporting company o Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o  Yes    x  No
As of July 24, 2017, 752,940,643 shares of the registrant’s common stock ($1.25 par value) were outstanding.
 




TABLE OF CONTENTS
 
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.
ITEM 4.
ITEM 5.
ITEM 6.
 






FINANCIAL INFORMATION

WEYERHAEUSER COMPANY
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
 
QUARTER ENDED
 
YEAR-TO-DATE
ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES
JUNE 2017
 
JUNE 2016
 
JUNE 2017
 
JUNE 2016
Net sales
$
1,808

 
$
1,655

 
$
3,501

 
$
3,060

Costs of products sold
1,336

 
1,271

 
2,608

 
2,374

Gross margin
472

 
384

 
893

 
686

Selling expenses
22

 
22

 
44

 
45

General and administrative expenses
76

 
94

 
163

 
173

Research and development expenses
4

 
4

 
8

 
9

Charges for integration and restructuring, closures and asset impairments (Note 15)
151

 
14

 
164

 
125

Other operating costs (income), net (Note 16)
62

 
2

 
64

 
(53
)
Operating income
157

 
248

 
450

 
387

Equity earnings from joint ventures (Note 7)

 
7

 

 
12

Non-operating pension and other postretirement benefit (costs) credits
(8
)
 
10

 
(30
)
 
24

Interest income and other
9

 
10

 
18

 
19

Interest expense, net of capitalized interest
(100
)
 
(114
)
 
(199
)
 
(209
)
Earnings from continuing operations before income taxes
58

 
161

 
239

 
233

Income taxes (Note 17)
(34
)
 
(31
)
 
(58
)
 
(42
)
Earnings from continuing operations
24

 
130

 
181

 
191

Earnings from discontinued operations, net of income taxes (Note 3)

 
38

 

 
58

Net earnings
24

 
168

 
181

 
249

Dividends on preference shares (Note 5)

 
(11
)
 

 
(22
)
Net earnings attributable to Weyerhaeuser common shareholders
$
24

 
$
157

 
$
181

 
$
227

Earnings per share attributable to Weyerhaeuser common shareholders, basic and diluted (Note 5):
 
 
 
 
 
 
 
Continuing operations
$
0.03

 
$
0.16

 
$
0.24

 
$
0.25

Discontinued operations

 
0.05

 

 
0.08

Net earnings per share
$
0.03

 
$
0.21

 
$
0.24

 
$
0.33

Dividends paid per share
$
0.31

 
$
0.31

 
$
0.62

 
$
0.62

Weighted average shares outstanding (in thousands) (Note 5):
 
 
 
 
 
 
 
Basic
752,630

 
743,140

 
751,674

 
687,572

Diluted
756,451

 
747,701

 
755,625

 
691,060

See accompanying Notes to Consolidated Financial Statements.


1



WEYERHAEUSER COMPANY
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(UNAUDITED)
 
QUARTER ENDED
 
YEAR-TO-DATE
ENDED
DOLLAR AMOUNTS IN MILLIONS
JUNE 2017
 
JUNE 2016
 
JUNE 2017
 
JUNE 2016
Net earnings
$
24

 
$
168

 
$
181

 
$
249

Other comprehensive income (loss):
 
 
 
 
 
 
 
Foreign currency translation adjustments
9

 
(2
)
 
11

 
39

Actuarial gains, net of tax expense of $24, $17, $50 and $25
43

 
31

 
72

 
41

Prior service costs, net of tax benefit of $1, $1, $1 and $0
(3
)
 

 
(4
)
 
(2
)
Unrealized gains on available-for-sale securities

 
1

 
1

 
1

Total other comprehensive income
49

 
30

 
80

 
79

Total comprehensive income
$
73

 
$
198

 
$
261

 
$
328

See accompanying Notes to Consolidated Financial Statements.


2



WEYERHAEUSER COMPANY
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
DOLLAR AMOUNTS IN MILLIONS
JUNE 30,
2017
 
DECEMBER 31,
2016
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
701

 
$
676

Receivables, less discounts and allowances of $1 and $1
442

 
390

Receivables for taxes
8

 
84

Inventories (Note 6)
349

 
358

Prepaid expenses and other current assets
177

 
114

Assets held for sale (Note 3)
411

 

Total current assets
2,088

 
1,622

Property and equipment, less accumulated depreciation of $3,319 and $3,306
1,534

 
1,562

Construction in progress
190

 
213

Timber and timberlands at cost, less depletion charged to disposals
13,669

 
14,299

Minerals and mineral rights, less depletion
314

 
319

Investments in and advances to joint ventures (Note 7)
33

 
56

Goodwill
40

 
40

Deferred tax assets
261

 
293

Other assets
246

 
224

Restricted financial investments held by variable interest entities
615

 
615

Total assets
$
18,990

 
$
19,243

 
 
 
 
LIABILITIES AND EQUITY
 
 

Current liabilities:
 
 
 
Current maturities of long-term debt (Note 10)
$
668

 
$
281

Accounts payable
252

 
233

Accrued liabilities (Note 9)
585

 
692

Liabilities held for sale (Note 3)
19

 

Total current liabilities
1,524

 
1,206

Long-term debt  (Note 10)
5,936

 
6,329

Long-term debt (nonrecourse to the company) held by variable interest entities
511

 
511

Deferred pension and other postretirement benefits (Note 8)
1,230

 
1,322

Deposit from contribution of timberlands to related party (Note 7)
419

 
426

Other liabilities
280

 
269

Total liabilities
9,900

 
10,063

Commitments and contingencies (Note 12)


 
 
 
 
 
 
Equity:
 
 
 
Common shares: $1.25 par value; authorized 1,360,000,000 shares; issued and outstanding: 752,711,155 and 748,528,131 shares
941

 
936

Other capital
8,374

 
8,282

Retained earnings
1,154

 
1,421

Cumulative other comprehensive loss (Note 13)
(1,379
)
 
(1,459
)
Total equity
9,090

 
9,180

Total liabilities and equity
$
18,990

 
$
19,243

See accompanying Notes to Consolidated Financial Statements.

3



WEYERHAEUSER COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) 
 
YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS
JUNE 2017
 
JUNE 2016
Cash flows from operations:
 
 
 
Net earnings
$
181

 
$
249

Noncash charges (credits) to earnings:

 

Depreciation, depletion and amortization
262

 
289

Basis of real estate sold
24

 
30

Deferred income taxes, net
6

 
56

Gains on sales of non-strategic assets
(9
)
 
(51
)
Pension and other postretirement benefits (Note 8)
47

 
5

Share-based compensation expense
19

 
40

Charges for impairment of assets
147

 
15

Equity (earnings) loss from joint ventures (Note 7)

 
(9
)
Foreign exchange transaction (gains) losses (Note 16)
3

 
(12
)
Change in:
 
 
 
Receivables less allowances
(78
)
 
(90
)
Receivable/payable for taxes
(53
)
 
35

Inventories
(7
)
 
17

Prepaid expenses
(13
)
 
(1
)
Accounts payable and accrued liabilities
55

 
36

Pension and postretirement contributions (Note 8)
(37
)
 
(29
)
Distributions of earnings received from joint ventures

 
5

Other
(23
)
 
(46
)
Net cash from operations
524

 
539

Cash flows from investing activities:
 
 
 
Capital expenditures for property and equipment
(126
)
 
(140
)
Capital expenditures for timberlands reforestation
(36
)
 
(34
)
Acquisition of timberlands

 
(8
)
Proceeds from sale of non-strategic assets
12

 
83

Proceeds from contribution of timberlands to related party

 
440

Distributions of investment received from joint ventures (Note 7)
23

 
27

Cash and cash equivalents acquired in Plum Creek merger (Note 4)

 
9

Other
21

 
(3
)
Cash from (used in) investing activities
(106
)
 
374

Cash flows from financing activities:
 
 
 
Cash dividends on common shares
(466
)
 
(469
)
Cash dividends on preference shares

 
(11
)
Proceeds from issuance of long-term debt

 
1,398

Payments of debt

 
(723
)
Repurchase of common stock

 
(1,629
)
Proceeds from exercise of stock options
81

 
12

Other
(8
)
 
(11
)
Cash used in financing activities
(393
)
 
(1,433
)
 
 
 
 
Net change in cash and cash equivalents
25

 
(520
)
 
 
 
 
Cash and cash equivalents from continuing operations at beginning of period
676

 
1,011

Cash and cash equivalents from discontinued operations at beginning of period

 
1

Cash and cash equivalents at beginning of period
676

 
1,012

 
 
 
 
Cash and cash equivalents from continuing operations at end of period
701

 
485

Cash and cash equivalents from discontinued operations at end of period

 
7

Cash and cash equivalents at end of period
$
701

 
$
492

 
 
 
 
Cash paid (received) during the period for:
 
 
 
Interest, net of amount capitalized of $5 and $3
$
192

 
$
225

Income taxes
$
106

 
$
(25
)
See accompanying Notes to Consolidated Financial Statements.

4



INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




5



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE QUARTERS AND YEARS-TO-DATE ENDED JUNE 30, 2017 AND 2016

NOTE 1: BASIS OF PRESENTATION

We are a corporation that has elected to be taxed as a real estate investment trust (REIT). We expect to derive most of our REIT income from investments in timberlands, including the sale of standing timber. As a REIT, we generally are not subject to federal corporate level income taxes on REIT taxable income that is distributed to shareholders. We are required to pay corporate income taxes on earnings of our taxable REIT subsidiaries (TRSs), which includes our Wood Products segment and portions of our Timberlands and Real Estate, Energy and Natural Resources (Real Estate & ENR) segments.

Our consolidated financial statements provide an overall view of our results and financial condition. They include our accounts and the accounts of entities we control, including:
majority-owned domestic and foreign subsidiaries and
variable interest entities in which we are the primary beneficiary.

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

We account for investments in and advances to unconsolidated equity affiliates using the equity method, with taxes provided on undistributed earnings. This means that we record earnings and accrue taxes in the period earnings are recognized by our unconsolidated equity affiliates.

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

The accompanying unaudited Consolidated Financial Statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods presented. Except as otherwise disclosed in these Notes to Consolidated Financial Statements, such adjustments are of a normal, recurring nature. The Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial statements. Certain information and footnote disclosures normally included in our annual Consolidated Financial Statements have been condensed or omitted. These quarterly Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2016. Results of operations for interim periods should not necessarily be regarded as indicative of the results that may be expected for the full year.

RECLASSIFICATIONS

We have reclassified certain balances and results from the prior year to be consistent with our 2017 reporting. This makes year-to-year comparisons easier. Our reclassifications had no effect on consolidated net earnings or equity. Our reclassifications present the adoption of new accounting pronouncements on our Consolidated Statement of Operations and in the related footnotes. Refer to discussion of new accounting pronouncements below.

NEW ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, a comprehensive new revenue recognition model that requires an entity to recognize revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration it expects to receive in exchange for those goods or services. In August 2015, FASB issued ASU 2015-14, which deferred the effective date for an additional year. In March 2016, FASB issued ASU 2016-08, which does not change the core principle of the guidance; however, it does clarify the implementation guidance on principal versus agent considerations. In April 2016, FASB issued ASU 2016-10, which clarifies two aspects of ASU 2014-09: identifying performance obligations and the licensing implementation guidance. In May 2016, FASB issued ASU 2016-12, which amends ASU 2014-09 to provide improvements and practical expedients to the new revenue recognition model. In December 2016, the FASB issued ASU 2016-20, which amends ASU 2014-09 for technical corrections and to correct for unintended application of the guidance. In February 2017, FASB issued ASU 2017-05, which clarifies the scope of ASC 610-20 and impacts accounting for partial sales of nonfinancial assets.

The company expects to adopt and implement the new revenue recognition guidance effective January 1, 2018. The new standard is required to be applied retrospectively to each prior reporting period presented (full retrospective transition method) or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application (cumulative effect method). We expect to adopt using the cumulative effect method. We expect that the adoption of the new revenue recognition guidance will not materially impact our operating results, balance sheet, or cash flows. We expect an impact to our financial reporting from adding expanded disclosures.

In July 2015, FASB issued ASU 2015-11, which simplifies the measurement of inventories valued under most methods, including our inventories valued under FIFO – the first-in, first-out – and moving average cost methods. Inventories valued under LIFO – the last-in, first-out method – are excluded. Under this new guidance, inventories valued under these methods would be valued at the lower of cost or net realizable value, with net realizable value defined as the estimated selling price less reasonable costs to sell the inventory. We adopted on January 1, 2017, and determined this pronouncement does not have a material impact on our consolidated financial statements and related disclosures.

In February 2016, FASB issued ASU 2016-02, which requires lessees to recognize assets and liabilities for the rights and obligations created by those leases and requires both capital and operating leases to be recognized on the balance sheet. The new guidance is effective for fiscal years beginning after December 15, 2018, and early adoption is permitted. We expect to adopt on January 1, 2019, and are evaluating the impact on our consolidated financial statements and related disclosures.


6



In October 2016, FASB issued ASU 2016-16, which requires immediate recognition of the income tax consequences upon intra-entity transfers of assets other than inventory. The new guidance is effective for annual periods beginning after December 15, 2017, and early adoption is permitted. We adopted this accounting standard on January 1, 2017. As a result of this adoption, our opening balance sheet was adjusted through "Retained earnings" to include a deferred tax asset of $22 million for prior period intra-entity transfers. Adoption of this standard did not have a material impact on our Consolidated Statement of Cash Flows or Consolidated Statement of Operations.

In March 2017, FASB issued ASU 2017-07, which requires that an employer report the service cost component of pension and other postretirement benefit costs in the Consolidated Statement of Operations in the same line item or items as other compensation costs arising from services rendered by the pertinent employees. This requirement is consistent with how we have historically presented our pension service costs. The other requirement of this ASU is to present the remaining components of pension and other postretirement benefit costs (i.e., interest, expected return on plan assets, amortization of actuarial gains or losses, and amortization of prior service credits or costs) in the Consolidated Statement of Operations separately from the service cost component and outside a subtotal of income from operations. The new guidance is effective for annual periods beginning after December 15, 2017, and early adoption is permitted. We adopted this accounting standard as of January 1, 2017. As a result, we reclassified amounts related to other components of pension and other post retirement benefit costs from their prior financial statements captions ("Costs of products sold," "General and administrative expenses," and "Other operating costs (income), net") into a new financial statement caption titled "Non-operating pension and other postretirement benefit (costs) credits" in our Consolidated Statement of Operations. The adoption of this ASU did not impact "Net earnings," nor did it impact our Consolidated Balance Sheet.


NOTE 2: BUSINESS SEGMENTS

Reportable business segments are determined based on the company’s management approach. The management approach, as defined by FASB ASC 280, “Segment Reporting,” is based on the way the chief operating decision maker organizes the segments within a company for making decisions about resources to be allocated and assessing their performance.

We are principally engaged in growing and harvesting timber; manufacturing, distributing, and selling products made from trees; maximizing the value of every acre we own through the sale of higher and better use (HBU) properties; and monetizing reserves of minerals, oil, gas, coal, and other natural resources on our timberlands. The following is a brief description of each of our reportable business segments and activities:
Timberlands – which includes logs, timber and leased recreational access;
Real Estate & ENR – which includes sales of timberlands; rights to explore for and extract hard minerals, oil and gas production and coal; and equity interests in our Real Estate Development Ventures (as defined and described in Note 7: Related Parties); and
Wood Products – which includes softwood lumber, engineered wood products, structural panels, medium density fiberboard and building materials distribution.



7



An analysis and reconciliation of our business segment information to the respective information in the Consolidated Statements of Operations is as follows:
 
QUARTER ENDED
 
YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS
JUNE 2017
 
JUNE 2016
 
JUNE 2017
 
JUNE 2016
Sales to unaffiliated customers:
 
 
 
 
 
 
 
Timberlands
$
469

 
$
471

 
$
955

 
$
858

Real Estate & ENR
46

 
38

 
99

 
77

Wood Products
1,293

 
1,146

 
2,447

 
2,125

 
1,808

 
1,655

 
3,501

 
3,060

Intersegment sales:
 
 
 
 
 
 
 
Timberlands
163

 
193

 
365

 
415

Wood Products

 
22

 

 
44

 
163

 
215

 
365

 
459

Total sales
1,971

 
1,870

 
3,866

 
3,519

Intersegment eliminations
(163
)
 
(215
)
 
(365
)
 
(459
)
Total
$
1,808

 
$
1,655

 
$
3,501

 
$
3,060

Net contribution to earnings:
 
 
 
 
 
 
 
Timberlands (1)
$
(12
)
 
$
125

 
$
136

 
$
254

Real Estate & ENR(2)
23

 
12

 
49

 
27

Wood Products (3)
177

 
156

 
349

 
243

 
188

 
293

 
534

 
524

Unallocated items(4)
(30
)
 
(18
)
 
(96
)
 
(82
)
Net contribution to earnings
158

 
275

 
438

 
442

Interest expense, net of capitalized interest
(100
)
 
(114
)
 
(199
)
 
(209
)
Earnings from continuing operations before income taxes
58

 
161

 
239

 
233

Income taxes
(34
)
 
(31
)
 
(58
)
 
(42
)
Earnings from continuing operations
24

 
130

 
181

 
191

Earnings from discontinued operations, net of income taxes (5)

 
38

 

 
58

Net earnings
24

 
168

 
181

 
249

Dividends on preference shares

 
(11
)
 

 
(22
)
Net earnings attributable to Weyerhaeuser common shareholders
$
24

 
$
157

 
$
181

 
$
227


(1)
Net contribution to earnings for the Timberlands segment includes a noncash pretax impairment charge of $147 million, recorded during second quarter 2017. This impairment is a result of our agreement to sell our Uruguayan operations, as announced during June 2017. Refer to Note 3: Held for Sale and Discontinued Operations for more information regarding this transaction.
(2)
The Real Estate & ENR segment includes the equity earnings from, investments in and advances to our Real Estate Development Ventures (as defined and described in Note 7: Related Parties), which are accounted for under the equity method.
(3)
Net contribution to earnings for the Wood Products segment includes a pretax $50 million charge to accrue for estimated costs to remediate an issue with certain I-joists coated with our Flak Jacket® Protection product. Refer to Note 12: Legal Proceedings, Commitments and Contingencies for additional details.
(4)
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. Additionally, amounts shown for 2016 include equity earnings from our former Timberland Venture. As of August 31, 2016, the Timberland Venture became a fully consolidated, wholly-owned subsidiary and therefore eliminated our equity method investment at that time.
(5)
Discontinued operations as presented herein consist of the operations of our former Cellulose Fibers segment. Refer to Note 3: Held for Sale and Discontinued Operations for more information regarding our discontinued operations.




8



NOTE 3: HELD FOR SALE AND DISCONTINUED OPERATIONS

OPERATIONS HELD FOR SALE

On October 12, 2016, we announced the exploration of strategic alternatives for our Uruguay timberlands and manufacturing operations, which is part of our Timberlands business segment. On June 2, 2017, the Weyerhaeuser Board of Directors approved an equity purchase agreement with a consortium led by BTG Pactual's Timberland Investment Group (TIG), including other long-term investors, pursuant to which the Company has agreed to sell, in exchange for $403 million in cash, all of its equity interest in subsidiaries that collectively own and operate its Uruguayan timberlands and manufacturing business. The transaction is subject to customary purchase price adjustments, including adjustments relating to working capital, harvest limitations and timber inventory amounts, as well as standard operating covenants, casualty loss provisions, indemnities and closing conditions, including regulatory review. The sale is expected to close in the second half of 2017.

The assets and liabilities of our Uruguayan timberlands and manufacturing business now meet the criteria under generally accepted accounting principles to be classified as held for sale. This designation causes us to show the related assets and liabilities of the Uruguayan business separately on the current period Consolidated Balance Sheet, but does not affect prior period balance sheet classifications. Additionally, the designation as held for sale requires us to record the related net assets at the lower of their current cost basis or fair value, less an amount of estimated selling costs, and thus we recognized a noncash pretax impairment charge. The related impairment charge of $147 million was recorded during second quarter 2017 (refer to Note 15: Charges for Integration and Restructuring, Closures and Asset Impairments). Other than the impairment charge and the cessation of certain costs associated with held for sale classification, this classification does not affect the presentation in the Consolidated Statement of Operations.

As of June 30, 2017, "Assets held for sale" had a balance of $411 million, which consisted of $41 million related to Inventories and other assets as well as $370 million related to Timberlands and Property and equipment, net, after an impairment of $147 million. The related "Liabilities held for sale" of $19 million consisted of Accounts payable and other liabilities.

The sale of our Uruguayan operations is not considered a strategic shift that has or will have a major effect on our operations or financial results and therefore does not meet the requirements for presentation as discontinued operations.

DISCONTINUED OPERATIONS

During 2016, we entered into three separate transactions to sell our Cellulose Fibers business. As a result of these transactions, the company recognized a pretax gain on disposition of $789 million and total cash proceeds of $2.5 billion in the second half of 2016. These transactions consisted of:

sale of our Cellulose Fibers liquid packaging board business to Nippon Paper Industries Co., Ltd, which closed on August 31, 2016;
sale of our Cellulose Fibers printing papers joint venture to One Rock Capital Partners, LLC, which closed on November 1, 2016; and
sale of our Cellulose Fibers pulp business to International Paper, which closed on December 1, 2016.

The results of operations for our pulp and liquid packaging board businesses, along with our interest in our printing papers joint venture, were reclassified to discontinued operations during our 2016 reporting year. These results have been summarized in "Earnings from discontinued operations, net of income taxes" on our Consolidated Statement of Operations for each period presented. We did not reclassify our Consolidated Statement of Cash Flows to reflect discontinued operations.

The following table presents net earnings from discontinued operations. As all discontinued operations were sold in 2016, no assets or liabilities remain as of June 30, 2017, or December 31, 2016.
 
QUARTER ENDED
 
YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS
JUNE 2016
 
JUNE 2016
Total net sales
$
456

 
$
886

Costs of products sold
374

 
760

Gross margin
82

 
126

Selling expenses
3

 
7

General and administrative expenses
8

 
17

Research and development expenses
2

 
3

Charges for integration and restructuring, closures and asset impairments(1)
25

 
31

Other operating income, net
(10
)
 
(19
)
Operating income
54

 
87

Equity loss from joint venture
(1
)
 
(3
)
Interest expense, net of capitalized interest
(1
)
 
(3
)
Earnings from discontinued operations before income taxes
52

 
81

Income taxes
(14
)
 
(23
)
Net earnings from discontinued operations
$
38

 
58

(1)
Charges relate to our strategic evaluation of the Cellulose Fibers businesses and transaction-related costs.


9



Cash flows from discontinued operations for the three and six months ended June 30, 2016, are as follows:
 
QUARTER ENDED
 
YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS
JUNE 2016
 
JUNE 2016
Net cash provided by (used in) operating activities
$
68

 
$
134

Net cash provided by (used in) investing activities
$
(12
)
 
$
(34
)


NOTE 4: MERGER WITH PLUM CREEK

On February 19, 2016, we merged with Plum Creek Timber Company, Inc. (Plum Creek). Plum Creek was a REIT that primarily owned and managed timberlands in the United States. Plum Creek also produced wood products, developed opportunities for mineral and other natural resource extraction, and sold real estate properties.

The acquisition of total assets of $10.0 billion was a noncash investing and financing activity comprised of $6.4 billion in equity consideration transferred and $3.6 billion of liabilities assumed.

Summarized unaudited pro forma information that presents combined amounts as if this merger occurred at the beginning of 2016 is as follows:
 
QUARTER ENDED
 
YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES
JUNE 2016
 
JUNE 2016
Net sales
$
1,655

 
$
3,216

Net earnings from continuing operations attributable to Weyerhaeuser common shareholders
$
122

 
$
266

Earnings from continuing operations per share attributable to Weyerhaeuser common shareholders, basic and diluted
$
0.16

 
$
0.35


Pro forma "Net earnings from continuing operations attributable to Weyerhaeuser common shareholders" excludes $3 million and $134 million non-recurring merger-related costs (net of tax) incurred in the quarter and year-to-date ended June 30, 2016, respectively. Pro forma data may not be indicative of the results that would have been obtained had these events occurred at the beginning of the periods presented, nor is it intended to be a projection of future results.


NOTE 5: NET EARNINGS PER SHARE

Our basic and diluted earnings per share attributable to Weyerhaeuser shareholders were:
$0.03 during second quarter 2017 and $0.24 during year-to-date 2017; and
$0.21 during second quarter 2016 and $0.33 during year-to-date 2016.

Basic earnings per share is net earnings available to common shareholders divided by the weighted average number of our outstanding common shares, including stock equivalent units where there is no circumstance under which those shares would not be issued.

Diluted earnings per share is net earnings available to common shareholders divided by the sum of the weighted average number of our outstanding common shares and the effect of our outstanding dilutive potential common shares:
 
QUARTER ENDED
 
YEAR-TO-DATE ENDED
SHARES IN THOUSANDS
JUNE 2017
 
JUNE 2016
 
JUNE 2017
 
JUNE 2016
Weighted average number of outstanding common shares – basic
752,630

 
743,140

 
751,674

 
687,572

Dilutive potential common shares:
 
 
 
 
 
 
 
Stock options
2,845

 
3,061

 
2,913

 
2,398

Restricted stock units
488

 
1,075

 
518

 
678

Performance share units
488

 
425

 
520

 
412

Total effect of outstanding dilutive potential common shares
3,821

 
4,561

 
3,951

 
3,488

Weighted average number of outstanding common shares – dilutive
756,451

 
747,701

 
755,625

 
691,060

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




10



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

The following shares were not included in the computation of diluted earnings per share because they were either antidilutive or the required performance or market conditions were not met. Some or all of these shares may be dilutive potential common shares in future periods.
 
QUARTER ENDED
 
YEAR-TO-DATE ENDED
SHARES IN THOUSANDS
JUNE 2017
 
JUNE 2016
 
JUNE 2017
 
JUNE 2016
Stock options
1,408

 
1,916

 
1,408

 
1,916

Performance share units
450

 
471

 
450

 
471

Preference shares

 
25,273

 

 
25,273


We issued 13.8 million 6.375 percent Mandatory Convertible Preference Shares, Series A on June 24, 2013, the majority of which remained outstanding through June 30, 2016. Preference Shares outstanding during the quarter ended June 30, 2016, were considered antidilutive and were not considered participating. On July 1, 2016, all outstanding 6.375 percent Mandatory Convertible Preference Shares, Series A (Preference Shares) converted into Weyerhaeuser common shares at a rate of 1.6929 Weyerhaeuser common shares per Preference Share. There were no preference shares outstanding as of June 30, 2017.


NOTE 6: INVENTORIES

Inventories include raw materials, work-in-process and finished goods.
DOLLAR AMOUNTS IN MILLIONS
JUNE 30,
2017
 
DECEMBER 31,
2016
LIFO Inventories:





Logs
$
5


$
18

Lumber, plywood and panels
52


51

Medium density fiberboard
9


10

Other products
21

 
10

FIFO or moving average cost inventories:





Logs
18


21

Lumber, plywood, panels and engineered wood products
81


71

Other products
80


92

Materials and supplies
83


85

Total
$
349


$
358


LIFO – the last-in, first-out method – applies to major inventory products held at our U.S. domestic locations. The FIFO – the first-in, first-out method – or moving average cost methods apply to the balance of our domestic raw material and product inventories as well as for all material and supply inventories and all foreign inventories. If we used FIFO for all LIFO inventories, our stated inventories would have been higher by $70 million as of June 30, 2017, and $71 million as of December 31, 2016.


NOTE 7: RELATED PARTIES

This note provides details about our transactions with related parties. Our related parties consist of:
our Real Estate Development Ventures, which are accounted for using the equity method and
our Twin Creeks Venture.

Real Estate Development Ventures

WestRock-Charleston Land Partners, LLC (WR-CLP) is a limited liability company which holds residential and commercial real estate development properties, currently under development (Class A Properties) and higher-value timber and development lands (Class B Properties) (referred to collectively as the Real Estate Development Ventures). Our share of the equity earnings are included in the net contribution to earnings of our Real Estate & ENR segment.

The carrying amount of our investment in WR-CLP is $33 million at June 30, 2017, and $56 million at December 31, 2016. The change in our investment in WR-CLP during 2017 is due to a $23 million cash return of investment received during second quarter 2017. We record our share of net earnings within "Equity earnings from joint ventures" in our Consolidated Statement of Operations in the period which earnings are recorded by the affiliates. We did not have any equity earnings from joint ventures during second quarter or year-to-date 2017.


11



Twin Creeks Venture

On April 1, 2016, we contributed approximately 260,000 acres of our southern timberlands with an agreed-upon value of approximately $560 million to Twin Creeks Timber, LLC (Twin Creeks Venture), in exchange for cash of approximately $440 million and a 21 percent ownership interest.
In conjunction with contributing to the venture, we entered into a separate agreement to manage the timberlands owned by the Twin Creeks Venture, including harvesting activities, marketing and log sales activities, and replanting and silviculture activities. This management agreement guarantees the Twin Creeks Venture an annual return equal to 3 percent of the contributed value of the managed timberlands in the form of minimum quarterly payments from Weyerhaeuser. We are also required to annually distribute 75 percent of any profits earned by us in excess of the minimum quarterly payments. The management agreement is cancellable at any time by Twin Creeks Timber, LLC, and otherwise will expire on April 1, 2019.
Changes in our "Deposit from contribution of timberlands to related party" balance during 2017 were as follows:
DOLLAR AMOUNTS IN MILLIONS
 
Balance at December 31, 2016
$
426

Lease payments to Twin Creeks Venture
(9
)
Distributions from Twin Creeks Venture
2

Balance at June 30, 2017
$
419



NOTE 8: PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The components of net periodic benefit costs (credits) are:
 
PENSION
 
QUARTER ENDED
 
YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS
JUNE 2017
 
JUNE 2016
 
JUNE 2017
 
JUNE 2016
Service cost(1)
$
7

 
$
11

 
$
17

 
$
24

Interest cost
66

 
69

 
132

 
137

Expected return on plan assets
(103
)
 
(123
)
 
(205
)
 
(246
)
Amortization of actuarial loss
42

 
40

 
97

 
78

Amortization of prior service cost
1

 
1

 
2

 
2

Accelerated pension costs included in Plum Creek merger-related costs (Note 15)

 

 

 
5

Total net periodic benefit cost (credit) - pension
$
13

 
$
(2
)
 
$
43

 
$


(1)
Service cost includes $3 million and $7 million for the quarter and year-to-date ended June 30, 2016, respectively, for employees that were part of our Cellulose Fibers divestitures. These charges are included in our results of discontinued operations.
 
OTHER POSTRETIREMENT BENEFITS
 
QUARTER ENDED
 
YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS
JUNE 2017
 
JUNE 2016
 
JUNE 2017
 
JUNE 2016
Interest cost
$
2

 
$
3

 
$
4

 
$
5

Amortization of actuarial loss
2

 
2

 
4

 
4

Amortization of prior service credit
(2
)
 
(2
)
 
(4
)
 
(4
)
Total net periodic benefit cost - other postretirement benefits
$
2

 
$
3

 
$
4

 
$
5


On January 1, 2017, we adopted ASU 2017-07, which affects where components of pension and other postretirement costs are presented on the Consolidated Statement of Operations. Refer to Note 1: Basis of Presentation for further information.

FAIR VALUE OF PENSION PLAN ASSETS AND OBLIGATION

We estimate the fair value of pension plan assets based upon the information available during the year-end reporting process. In some cases, primarily private equity funds, the information available consists of net asset values as of an interim date, cash flows between the interim date and the end of the year and market events. We update the year-end estimated fair value of pension plan assets to incorporate year-end net asset values reflected in financial statements received after we have filed our Annual Report on Form 10-K. During second quarter 2017, we recorded an increase in the fair value of the pension assets of $17 million, or less than 1 percent. We also updated our census data that is used to estimate our projected benefit obligation for our pension plans. As a result of that update, during second quarter 2017, we recorded a

12



decrease to the projected benefit obligation of $10 million, or less than 1 percent. The net effect was a $27 million improvement in the funded status compared to December 31, 2016.

EXPECTED CONTRIBUTIONS AND BENEFIT PAYMENTS

In 2017 we expect to:
be required to contribute approximately $23 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 $26 million for our U.S. nonqualified pension plans; and
make benefit payments of $21 million for our U.S. and Canadian other postretirement plans.

We do not anticipate making a contribution to our U.S. qualified pension plans for 2017.


NOTE 9: ACCRUED LIABILITIES

Accrued liabilities were comprised of the following:
DOLLAR AMOUNTS IN MILLIONS
JUNE 30,
2017
 
DECEMBER 31,
2016
Wages, salaries and severance pay
$
118

 
$
178

Pension and other postretirement benefits
48

 
49

Vacation pay
35

 
33

Taxes – Social Security and real and personal property
31

 
20

Interest
118

 
120

Customer rebates and volume discounts
39

 
39

Deferred income
64

 
40

Accrued income taxes
12

 
139

Product remediation accrual (1)
50

 

Other
70

 
74

Total
$
585

 
$
692

(1)
In the second quarter of 2017, we recorded a $50 million accrual for estimated costs to remediate an issue with certain I-joists coated with our Flak Jacket® Protection product. Refer to Note 12: Legal Proceedings, Commitments and Contingencies for additional details.


NOTE 10: LONG-TERM DEBT AND LINES OF CREDIT

During March 2017, we entered into a new $1.5 billion five-year senior unsecured revolving credit facility that expires in March 2022. This replaced a $1 billion senior unsecured revolving credit facility that was set to expire September 2018. The entire amount is available to Weyerhaeuser Company. Borrowings are at LIBOR plus a spread or at other interest rates mutually agreed upon between the borrower and the lending banks. There were no borrowings or repayments under our revolving credit facility during year-to-date June 30, 2017.

Subsequent to our quarter ended June 30, 2017, but prior to the issuance of these financial statements, we prepaid a $550 million variable-rate term loan originally set to mature in 2020 (2020 term loan). The 2020 term loan was prepaid using available cash as well as borrowing proceeds from a new $225 million variable-rate term loan set to mature in 2026 (2026 term loan). Due to the use of available cash to settle a portion of the 2020 term loan, we have reclassified the related portion ($325 million) of the 2020 term loan outstanding at June 30, 2017, from "Long-term debt" to "Current maturities of long-term debt" on our current period Consolidated Balance Sheet.


NOTE 11: FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair values and carrying values of our long-term debt consisted of the following:
 
JUNE 30,
2017
 
DECEMBER 31,
2016
DOLLAR AMOUNTS IN MILLIONS
CARRYING 
VALUE
 
FAIR VALUE
(LEVEL 2)
 
CARRYING 
VALUE
 
FAIR VALUE
(LEVEL 2)
Long-term debt (including current maturities):
 
 
 
 
 
 
 
Fixed rate
$
6,054

 
$
7,142

 
$
6,061

 
$
6,925

Variable rate
550

 
550

 
549

 
550

Total Debt
$
6,604

 
$
7,692

 
$
6,610

 
$
7,475



13



To estimate the fair value of fixed rate long-term debt, we used the following valuation approaches:
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.

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

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

FAIR VALUE OF OTHER FINANCIAL INSTRUMENTS

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


NOTE 12: LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES

LEGAL PROCEEDINGS

We are party to various legal proceedings arising in the ordinary course of business. We are not currently a party to any legal proceeding that management believes could have a material adverse effect on our long-term consolidated financial position, results of operations or cash flows. See Note 17: Income Taxes for a discussion of a tax proceeding involving Plum Creek REIT's 2008 U.S. federal income tax return.

ENVIRONMENTAL MATTERS

Site Remediation

Under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) – commonly known as the Superfund – and similar state laws, we:
are a party to various proceedings related to the cleanup of hazardous waste sites and
have been notified that we may be a potentially responsible party related to the cleanup of other hazardous waste sites for which proceedings have not yet been initiated.

We have received notification from the Environmental Protection Agency (the EPA) and have acknowledged that we are a potentially responsible party in a portion of the Kalamazoo River Superfund site in southwest Michigan. Our involvement in the remediation site is based on our former ownership of the Plainwell, Michigan mill located within the remediation site. Several other companies also operated upstream pulp mills within the remediation site. We are currently cooperating with the other parties to jointly implement an administrative order issued by the EPA on April 14, 2016, with respect to a portion of the site comprising a stretch of the river approximately 1.7 miles long referred to as the Otsego Township Dam Area. We do not expect to incur material losses related to the implementation of this administrative order; however, we may incur additional costs, as yet not specified, in connection with remediation tasks resulting from other areas of the site. The company, along with others, was named as a defendant by Georgia-Pacific Consumer Products LP, Fort James Corporation and Georgia-Pacific LLC in an action seeking contribution under CERCLA for remediation costs relating to the site. The trial has been concluded but a decision on cost contribution and allocation has not yet been rendered by the Court.

As of June 30, 2017, our total accrual for future estimated remediation costs on the active Superfund sites and other sites for which we are responsible was approximately $47 million. These reserves are recorded in "Accrued liabilities" (current) and "Other liabilities" (noncurrent) on our Consolidated Balance Sheet.

Asset Retirement Obligations

We have obligations associated with the retirement of tangible long-lived assets consisting primarily of reforestation obligations related to forest management licenses in Canada and obligations to close and cap landfills. As of June 30, 2017, our accrued balance for these obligations was $31 million. These obligations are recorded in "Accrued liabilities" (current) and "Other liabilities" (noncurrent) on our Consolidated Balance Sheet. The accruals have not changed materially since the end of 2016.

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


14



PRODUCT REMEDIATION CONTINGENCY

In July 2017, the company announced it is implementing a solution to address concerns regarding our TJI® Joists with Flak Jacket® Protection product. The company has determined that an odor in certain newly constructed homes is related to a recent formula change to the Flak Jacket coating that included formaldehyde-based resin. This issue is isolated to Flak Jacket product manufactured after December 1, 2016, and does not affect any of the company’s other products. The company also announced it will cover the cost to either remediate or replace affected joists. The estimated range of costs to remediate or replace is $50 million to $60 million. As of June 30, 2017, we have recorded a $50 million reserve for remediation costs. The charge is attributable to our Wood Products segment and was recorded in "Other operating costs (income), net," on the Consolidated Statement of Operations. The related accrual was recorded in "Accrued liabilities" on the Consolidated Balance Sheet.


NOTE 13: CUMULATIVE OTHER COMPREHENSIVE INCOME (LOSS)

Changes in amounts included in our cumulative other comprehensive income (loss) by component are:
 
 
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, 2016
$
232

$
(1,651
)
$
(9
)
$
(67
)
$
29

$
7

$
(1,459
)
Other comprehensive income (loss) before reclassifications
11

21

(3
)


1

30

Income taxes

(15
)
1




(14
)
Net other comprehensive income (loss) before reclassifications
11

6

(2
)


1

16

Amounts reclassified from cumulative other comprehensive income (loss)(1)

97

2

4

(4
)

99

Income taxes

(33
)
(1
)
(2
)
1


(35
)
Net amounts reclassified from cumulative other comprehensive income (loss)

64

1

2

(3
)

64

Total other comprehensive income (loss)
11

70

(1
)
2

(3
)
1

80

Ending balance as of June 30, 2017
$
243

$
(1,581
)
$
(10
)
$
(65
)
$
26

$
8

$
(1,379
)
(1) Actuarial losses and prior service credits (cost) are components of net periodic benefit costs (credits). See Note 8: Pension and Other Postretirement Benefit Plans.


NOTE 14: SHARE-BASED COMPENSATION

Share-based compensation activity during year-to-date 2017 included the following:
SHARES IN THOUSANDS
Granted
 
Vested
Restricted Stock Units (RSUs)
763

 
710

Performance Share Units (PSUs)
348

 
160


A total of 4.2 million shares of common stock were issued as a result of RSU vesting, PSU vesting and stock option exercises.

RESTRICTED STOCK UNITS

The weighted average fair value of the RSUs granted in 2017 was $32.79. The vesting provisions for RSUs granted in 2017 were as follows:
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.


15



PERFORMANCE SHARE UNITS

The weighted average grant date fair value of PSUs granted in 2017 was $37.93.

The final number of shares granted in 2017 will range from 0 percent to 150 percent of each grant's target, depending upon actual company performance.

The ultimate number of PSUs earned is based on two measures:
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.

The vesting provisions for PSUs granted in 2017 were as follows:
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.

Weighted Average Assumptions Used in Estimating the Value of Performance Share Units Granted in 2017
 
Performance Share Units
Performance period
1/1/2017 - 12/31/2019
 
Valuation date average stock price (1)
$
32.79
 
Expected dividends
3.74
%
Risk-free rate
0.68
%
1.55
%
Expected volatility
22.71
%
24.07
%
(1) Calculated as an average of the high and low prices on grant date.

STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

We have not granted any stock options or stock appreciation rights during 2017, nor do we expect any grants to occur during the remainder of 2017.

VALUE MANAGEMENT AWARDS

Value Management Awards (VMAs) are relative performance equity incentive awards granted to certain former employees of Plum Creek and assumed by the company in connection with the Plum Creek merger. In accordance with the terms of the merger, all VMAs outstanding on December 31, 2017, will vest at “target” level performance of $100 per unit and will be paid in the first quarter of 2018. The VMAs are classified and accounted for as liabilities, as they will be settled in cash upon vesting. The expense recognized over the remaining performance period will equal the cash value of an award as of the last day of the performance period multiplied by the number of awards that are earned. Expense for VMAs will continue to be recognized over the remaining service period unless a qualifying termination occurs. A qualifying termination of any holder of a VMA award before December 31, 2017, will accelerate vesting and expense recognition in the period that the qualifying termination occurs.




16



NOTE 15: CHARGES FOR INTEGRATION AND RESTRUCTURING, CLOSURES AND ASSET IMPAIRMENTS

QUARTER ENDED
 
YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS
JUNE 2017
 
JUNE 2016
 
JUNE 2017
 
JUNE 2016
Integration and restructuring charges related to our merger with Plum Creek:
 
 
 
 
 
 
Termination benefits
$

 
$
3

 
$
6

 
$
48

Acceleration of share-based compensation and pension related benefits related to qualifying terminations

 
2

 

 
26

Professional services
2

 

 
5

 
39

Other integration and restructuring costs

 
3

 
3

 
5

Total integration and restructuring charges related to our merger with Plum Creek
2

 
8

 
14

 
118

Charges related to closures and other restructuring activities:
 
 
 
 
 
 
 
Termination benefits
1

 
3

 
2

 
3

Other closures and restructuring costs
1

 
1

 
1

 
2

Total charges related to closures and other restructuring activities
2

 
4

 
3

 
5

Impairments of long-lived assets
147

 
2

 
147

 
2

Total charges for integration and restructuring, closures and impairments
$
151


$
14


$
164


$
125


INTEGRATION, RESTRUCTURING AND CLOSURES

During 2017, we incurred and accrued for termination benefits (primarily severance) and non-recurring professional services costs directly attributable to our merger with Plum Creek.

During 2016, we incurred and accrued for termination benefits (primarily severance), accelerated share-based payment costs, and accelerated pension benefits based upon actual and expected qualifying terminations of certain employees as a result of restructuring decisions made subsequent to the merger. We also incurred non-recurring professional services costs for investment banking, legal and consulting, and certain other fees directly attributable to our merger with Plum Creek.

Changes in accrued severance related to restructuring during the year-to-date period ended June 30, 2017, were as follows:
DOLLAR AMOUNTS IN MILLIONS
Accrued severance as of December 31, 2016
$
26

Charges
8

Payments
(19
)
Accrued severance as of June 30, 2017
$
15


Accrued severance is recorded within the "Wages, salaries and severance pay" component of "Accrued liabilities" on our Consolidated Balance Sheet as detailed in Note 9: Accrued Liabilities. The majority of the accrued severance balance as of June 30, 2017, is expected to be paid within one year.

IMPAIRMENTS OF LONG-LIVED ASSETS

The impairment of long-lived assets charge recognized in second quarter 2017, related to the impairment of our Uruguayan timberlands and manufacturing business. On June 2, 2017, our Board of Directors approved an agreement to sell all of the Company's equity in the Uruguayan business to a consortium led by BTG Pactual's Timberland Investment Group (TIG.) As a result of this agreement, the related assets met the criteria to be classified as held for sale. This designation required us to record the related assets at fair value, less an amount of estimated selling costs, and thus recognize a $147 million noncash pretax impairment charge. This amount was recorded in the Timberlands segment. The fair value of the related assets was primarily based on the agreed upon cash purchase price of $403 million. Refer to Note 3: Held for Sale and Discontinued Operations for further details of the related purchase agreement.




17



NOTE 16: OTHER OPERATING COSTS (INCOME), NET

Other operating costs (income), net:
includes both recurring and occasional income and expense items and
can fluctuate from year to year.

ITEMS INCLUDED IN OTHER OPERATING COSTS (INCOME), NET
 
QUARTER ENDED
 
YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS
JUNE 2017
 
JUNE 2016
 
JUNE 2017
 
JUNE 2016
Gain on disposition of nonstrategic assets (1)
$
(2
)
 
$
(10
)
 
$
(9
)
 
$
(46
)
Foreign exchange losses (gains), net (2)

 
1

 
3

 
(12
)
Litigation expense, net
3

 
18

 
6

 
21

Product remediation (3)
50

 

 
50

 

Other, net
11

 
(7
)
 
14

 
(16
)
Total other operating costs (income), net
$
62

 
$
2

 
$
64

 
$
(53
)

(1)
Gain on disposition of nonstrategic assets included a $36 million pretax gain recognized in the first quarter of 2016 on the sale of our Federal Way, Washington headquarters campus. The remaining gains on disposition of nonstrategic assets includes sales such as redundant offices and nurseries.
(2)
Foreign exchange losses (gains) result from changes in exchange rates, primarily related to our Canadian operations.
(3)
In the second quarter of 2017, we recorded a $50 million charge to accrue for estimated costs to remediate an issue with certain I-joists coated with our Flak Jacket® Protection product. Refer to Note 12: Legal Proceedings, Commitments and Contingencies for additional details.


NOTE 17: INCOME TAXES
As a REIT, we generally are not subject to federal corporate level income taxes on REIT taxable income that is distributed to shareholders. We are required to pay corporate income taxes on earnings of our wholly-owned TRSs, which includes our Wood Products segment and portions of our Timberlands and Real Estate & ENR segments' earnings.

The quarterly provision for income taxes is based on the current estimate of the annual effective tax rate. Our 2017 estimated annual effective tax rate for our TRSs is approximately 33 percent, which is lower than the U.S. domestic statutory federal tax rate primarily due to lower foreign tax rates applicable to foreign earnings.

ONGOING IRS MATTER

In connection with the merger with Plum Creek, we acquired equity interests in Southern Diversified Timber, LLC, a timberland joint venture (Timberland Venture) with an affiliate of Campbell Global LLC (TCG Member). On August 31, 2016, the Timberland Venture redeemed TCG Member's interest and became a fully consolidated, wholly-owned subsidiary of Weyerhaeuser. 

We received a Notice of Final Partnership Administrative Adjustment (FPAA), dated July 20, 2016, from the Internal Revenue Service (IRS) in regard to Plum Creek’s 2008 U.S. federal income tax treatment of the transaction forming the Timberland Venture. The IRS is asserting that the transfer of the timberlands to the Timberland Venture was a taxable transaction to Plum Creek at the time of the transfer rather than a nontaxable capital contribution. We have filed a petition in the U.S. Tax Court and will vigorously contest this adjustment.

In the event that we are unsuccessful in this tax litigation, we could be required to recognize and distribute gain to shareholders of approximately $600 million and pay built-in gains tax of approximately $100 million. We would also be required to pay interest on both of those amounts, which would be substantial. We expect that as much as 80 percent of any such gain distribution could be made with our common stock, and shareholders would be subject to tax on the distribution at the applicable capital gains tax rate. Alternatively, we could elect to retain the gain and pay corporate-level tax to minimize interest costs to the company.

Although the outcome of this process cannot be predicted with certainty, we are confident in our position based on U.S. tax law and believe we will be successful in defending it. Accordingly, no reserve has been recorded related to this matter.



18



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

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This report contains statements concerning our future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report. These forward-looking statements generally are identified by words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” and expressions such as “will be,” “will continue,” “will likely result,” and similar words and expressions. Forward-looking statements are based on our current expectations and assumptions and are not guarantees of future performance. The realization of our expectations and the accuracy of our assumptions are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to:
the effect of general economic conditions, including employment rates, interest rate levels, housing starts, general availability of financing for home mortgages and the relative strength of the U.S. dollar;
market demand for the company's products, including market demand for our timberland properties with higher and better uses, which is related to, among other factors, the strength of the various U.S. business segments and U.S. and international economic conditions;
changes in currency exchange rates and restrictions on international trade;
performance of our manufacturing operations, including maintenance and capital requirements;
potential disruptions in our manufacturing operations;
the level of competition from domestic and foreign producers;
our ability to successfully realize the expected benefits from the merger with Plum Creek;
the successful execution of our internal plans and strategic initiatives, including restructuring and cost reduction initiatives;
the successful and timely execution and integration of our strategic acquisitions, including our ability to realize expected benefits and synergies, and the successful and timely execution of our strategic divestitures, each of which is subject to a number of risks and conditions beyond our control including, but not limited to, timing and required regulatory approvals;
raw material availability and prices;
the effect of weather;
the risk of loss from fires, floods, windstorms, hurricanes, pest infestation and other natural disasters;
energy prices;
transportation and labor availability and costs;
federal tax policies;
the effect of forestry, land use, environmental and other governmental regulations;
legal proceedings;
performance of pension fund investments and related derivatives;
the effect of timing of retirements and changes in the market price of our common stock on charges for share-based compensation;
changes in accounting principles; and
other risks and uncertainties identified in our 2016 Annual Report on Form 10-K, which are incorporated herein by reference, as well as those set forth from time to time in our other public statements and other reports and filings with the SEC.

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




19



RESULTS OF OPERATIONS

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

Sales realizations for Timberlands and Wood Products refer to net selling prices – this includes selling price plus freight, minus normal sales deductions. Real Estate transactions are presented at the contract sales price before commissions and closing costs, net of any credits.
Net contribution to earnings does not include interest expense and income taxes.

In the following discussion, unless otherwise noted, references to increases or decreases in income and expense items, sales realizations, shipment volumes, and net contributions to earnings are based on the quarter and year-to-date period ended June 30, 2017, compared to the quarter and year-to-date period ended June 30, 2016.


ECONOMIC AND MARKET CONDITIONS AFFECTING OUR OPERATIONS

The demand for logs within our Timberlands segment is directly affected by production levels of domestic wood-based building products. The strength of the U.S. housing market strongly affects demand in our Wood Products segment, as does repair and remodeling activity. Our Timberlands segment, specifically the Western region, is also affected by export demand. Japanese housing starts are a key driver of export log demand in Japan.
As published by the U.S. Census Bureau, total housing starts for 2016 were 1.17 million units. In the first half of 2017, housing starts averaged 1.2 million total units on a seasonally adjusted annual basis according to the U.S. Census Bureau. Single family units accounted for 69 percent of total housing starts in the first half of 2017. We continue to expect improving U.S. housing starts and anticipate a level of approximately 1.25 million units in 2017, a 7 percent increase compared to 2016. We attribute this continued improvement primarily to employment growth, improving consumer confidence and historically low mortgage rates.
According to the Joint Center for Housing of Harvard University, the Leading Indicator of Remodeling Activity (LIRA), has increased by 6.9 percent in first half of 2017 and is expected to average just under 6.7 percent year over year for 2017.
U.S. wood product markets advanced in the second quarter of 2017, consistent with growth in homebuilding and remodeling segments, as described above. According to Forest Economic Advisors, LLC (FEA), North American lumber consumption is expected to grow at a 4 to 5 percent rate in 2017. Consistent with this expectation, demand for logs increased with wood products production within our Western region. This coupled with slightly higher market prices in second quarter 2017 drove higher realizations within this region. In the South, log supplies kept pace with increased demand, leaving prices relatively flat year-to-date.
Log inventories in Chinese ports decreased during second quarter 2017 but remained in a reasonable range for the period. Log demand within these ports has strengthened versus previous year levels due to stronger construction activity. In Japan, housing starts for January through May 2017 are up 2.2 percent from the same period last year.
We expect demand from China and Japan in 2017 to be similar to modestly improved from demand experienced in 2016.
Our Real Estate, Energy and Natural Resources segment is affected by the health of the U.S. economy and especially the U.S. housing sector of the economy. According to the Realtors Land Institute of the National Association of Realtors, prices and volumes of rural timber properties sold in 2016 grew 5 percent over 2015 sales. Additionally, sales of these types of properties are expected to grow 3 percent in 2017 when compared to 2016.


SOFTWOOD LUMBER AGREEMENT

We operate a total of 19 softwood lumber mills with a total capacity of 4.9 billion board feet. Three of these mills are located in Canada, produce approximately 900 million board feet annually, and sell products in Canada, Asia, and the U.S.
On April 24, 2017, the U.S. Department of Commerce announced a preliminary determination that it would implement countervailing duties on Canadian softwood lumber shipments to the U.S. The rate applicable to Weyerhaeuser is 19.88 percent and became effective as of April 28, 2017. The U.S. Department of Commerce also announced that retroactive deposits at the 19.88 percent rate will be collected from certain Canadian lumber producers, including Weyerhaeuser, for softwood lumber shipments from Canada to the U.S. during the 90-day period prior to April 28, 2017.
The preliminary countervailing duties are expected to be suspended on August 28, four months after they became effective.  The suspension of the countervailing duties will last until the US International Trade Commission reaches its final determination of injury, which is expected to be in December of this year.

On June 26, 2017, the U.S. Department of Commerce announced a preliminary determination that it would implement anti-dumping duties on Canadian softwood lumber shipments to the U.S. The rate applicable to Weyerhaeuser is 6.87 percent and became effective as of June 30, 2017. The U.S. Department of Commerce also announced that retroactive deposits at the 6.87 percent rate will be collected from certain Canadian lumber producers, including Weyerhaeuser, for softwood lumber shipments from Canada to the U.S. during the 90-day period prior to June 30, 2017.
In second quarter 2017, we recorded an expense of approximately $8 million in our Wood Products segment related to the retroactive countervailing and antidumping duties. We also began expensing the prospective duties as incurred, which as of June 30, 2017 totaled $3 million.




20



CONSOLIDATED RESULTS

How We Did Second Quarter 2017 and Year-to-Date 2017
 
QUARTER ENDED

AMOUNT OF
CHANGE

YEAR-TO-DATE ENDED

AMOUNT OF
CHANGE
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES
JUNE 2017
 
JUNE 2016

2017 VS.
2016

JUNE 2017

JUNE 2016

2017 VS. 
2016
Net sales
$
1,808

 
$
1,655

 
$
153

 
$
3,501

 
$
3,060

 
$
441

Costs of products sold
1,336

 
1,271

 
65

 
2,608

 
2,374

 
234

Operating income
157

 
248

 
(91
)
 
450

 
387

 
63

Earnings from discontinued operations, net of tax

 
38

 
(38
)
 

 
58

 
(58
)
Net earnings attributable to Weyerhaeuser common shareholders
24

 
157

 
(133
)
 
181

 
227

 
(46
)
Earnings per share attributable to Weyerhaeuser shareholders, basic and diluted
$
0.03

 
$
0.21

 
$
(0.18
)
 
$
0.24

 
$
0.33

 
$
(0.09
)

Comparing Second Quarter 2017 with Second Quarter 2016

Net sales

Net sales increased $153 million9 percent – primarily attributable to the following factors:
Wood Products sales to unaffiliated customers increased $147 million – 13 percent – primarily due to increased average sales realizations within our oriented strand board and structural lumber product lines, as well as, increased sales volumes within our engineered solid section and engineered I-joists product lines. Additionally, upon completion of the sales of our former Cellulose Fibers businesses, chips previously sold to Cellulose Fibers are now sales to unaffiliated customers.
Real Estate & ENR sales to unaffiliated buyers increased $8 million – 21 percent – primarily attributable to a $7 million increase in ENR sales.
These increases were partially offset by decreased Timberlands sales to unaffiliated customers, which decreased by $2 million – less than 1 percent – primarily due to a decrease in delivered log sales volumes and decreases in Southern and Northern average sales realizations for delivered logs. These decreases in Timberlands were partially offset by an increase in Western Timberlands average sales realizations for delivered logs.

Costs of products sold

Costs of products sold increased $65 million5 percent – primarily attributable to the following:
Wood Products segment costs of products sold increased $45 million – 5 percent – primarily due to increased sales volumes in several product lines.
Intercompany eliminations of costs of products sold decreased $52 million, therefore increasing consolidated cost of products. This reduction in intercompany costs of products sold is primarily due to the completion of the sales of our former Cellulose Fibers businesses. Chips and logs previously sold to Cellulose Fibers are now sales to unaffiliated customers and therefore have related cost of products sold.

These increases to costs of products sold were offset by decreased Timberlands segment costs of products sold, which decreased $33 million –6 percent – primarily due to a 3 percent decrease in sales volumes.

Operating income

Operating income decreased $91 million – 37 percent – primarily attributable to the $147 million noncash impairment charge recognized in relation to the company agreeing to sell its Uruguayan operations, as well as additional other operating costs associated with product remediation ($50 million) and countervailing/antidumping costs ($11 million). Refer to Note 15: Charges for Integration and Restructuring, Closures and Asset Impairments, Softwood Lumber Agreement, and Note 16: Other Operating Costs (Income), Net for further information on these respective topics. Excluding these charges, operating income increased $117 million which is primarily due to increased gross margin, as explained above.

Net earnings attributable to Weyerhaeuser common shareholders

Our net earnings attributable to Weyerhaeuser common shareholders decreased $133 million – 85 percent. Excluding 2016 "Earnings from discontinued operations, net of tax," net earnings attributable to Weyerhaeuser common shareholders decreased $95 million, primarily attributable to decreased operating income, as described above, as well as an increase in "Non-operating pension and other postretirement benefit (costs) credits". These increased costs were partially offset by increased gross margins, as discussed above, as well as reduced "General and administrative expenses."
"Earnings from discontinued operations, net of tax," decreased $38 million as all discontinued operations were sold in 2016.


21



Comparing Year-to-Date 2017 with Year-to-Date 2016
Net sales

Net sales increased $441 million14 percent – primarily attributable to the following factors:
Wood Products sales to unaffiliated customers increased $322 million – 15 percent – primarily due to increased average sales realizations within our oriented strand board and structural lumber product lines. Additionally, upon completion of the sales of our former Cellulose Fibers businesses, chips previously sold to Cellulose Fibers are now sales to unaffiliated customers.
Timberlands sales to unaffiliated customers increased $97 million – 11 percent – primarily due to an increase in delivered log sales volumes in our Southern and Northern regions, as well as an increase in average sales realizations for delivered logs in our Western region. The increased delivered log sales volumes within the Southern and Northern regions is primarily related to the additional production on lands acquired in our merger with Plum Creek. In addition to the increased sales volumes, Timberlands net sales also increased due to increased recreational lease revenue. This was partially offset by a decrease in Southern and Northern region average sales realizations for delivered logs.
Real Estate & ENR sales to unaffiliated buyers increased $22 million – 29 percent – primarily due to increased net energy and natural resources sales attributable to the operations acquired in our merger with Plum Creek. Additionally, our net real estate sales have increased due to higher average price realized per acre.

Costs of products sold

Costs of products sold increased $234 million10 percent – primarily attributable to the following:
Wood Products segment costs of products sold increased $109 million primarily due to increased sales volumes in most product lines.
Intercompany eliminations of costs of products sold decreased $93 million, therefore increasing consolidated cost of products. This reduction in intercompany costs of products sold is primarily due to the completion of the sales of our former Cellulose Fibers businesses. Chips and logs previously sold to Cellulose Fibers are now sales to unaffiliated customers and therefore have related cost of products sold.
Timberlands segment costs of products sold increased $27 million, primarily due to the increase in sales volumes, as described above.

Operating income

Operating income increased $63 million16 percent – primarily attributable to the increased gross margin, as described above. This increase in gross margin was partially offset by the $147 million noncash impairment charge recognized in relation to the company agreeing to sell its Uruguayan operations as well as additional other operating costs associated with product remediation ($50 million) and countervailing/antidumping costs ($11 million). Refer to Note 15: Charges for Integration and Restructuring, Closures and Asset Impairments, Softwood Lumber Agreement, and Note 16: Other Operating Costs (Income), Net for further information on these respective topics.

Net earnings attributable to Weyerhaeuser common shareholders

Our net earnings attributable to Weyerhaeuser common shareholders decreased $46 million – 20 percent. Excluding 2016 "Earnings from discontinued operations, net of tax," net earnings attributable to Weyerhaeuser common shareholders increased $12 million, primarily attributable to increased gross margins, as described above. These increases were partially offset by the non-recurring charges that occurred during second quarter 2017, as described above. Additionally, we have experienced an increase in "Non-operating pension and other postretirement benefit (costs) credits" and a reduction in "Equity earnings from joint ventures."
"Earnings from discontinued operations, net of tax," decreased $58 million as all discontinued operations were sold in 2016.




22



TIMBERLANDS

How We Did Second Quarter 2017 and Year-to-Date 2017
  
QUARTER ENDED
 
AMOUNT OF
CHANGE
 
YEAR-TO-DATE ENDED
 
AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS
JUNE 2017
 
JUNE 2016
 
2017 VS.
2016
 
JUNE 2017
 
JUNE 2016
 
2017 VS. 
2016
Net sales to unaffiliated customers:
 
 
 
 
 
 
 
 
 
 
 
Delivered logs(1):
 
 
 
 
 
 
 
 
 
 
 
West
$
227

 
$
232

 
$
(5
)
 
$
452

 
$
447

 
$
5

South
148

 
154

 
(6
)
 
296

 
255

 
41

North
16

 
19

 
(3
)
 
43

 
32

 
11

Other
11

 
7

 
4

 
31

 
14

 
17

Subtotal delivered logs sales
402

 
412

 
(10
)
 
822

 
748

 
74

Stumpage and pay-as-cut timber
17

 
23

 
(6
)
 
29

 
38

 
(9
)
Uruguay operations(2)
21

 
21

 

 
40

 
37

 
3

Recreational and other lease revenue
15

 
8

 
7

 
29

 
14

 
15

Other
14

 
7

 
7

 
35

 
21

 
14

Subtotal net sales to unaffiliated customers
469

 
471

 
(2
)
 
955

 
858

 
97

Intersegment sales:
 
 
 
 
 
 
 
 
 
 
 
United States
126

 
153

 
(27
)
 
256

 
297

 
(41
)
Other
37

 
40

 
(3
)
 
109

 
118

 
(9
)
Subtotal intersegment sales
163

 
193

 
(30
)
 
365


415

 
(50
)
Total sales
$
632

 
$
664

 
$
(32
)
 
$
1,320

 
$
1,273

 
$
47

Costs of products sold
$
476

 
$
509

 
$
(33
)
 
$
995

 
$
968

 
$
27

Operating income and Net contribution to earnings
$
(12
)
 
$
125

 
$
(137
)
 
$
136

 
$
254

 
$
(118
)
(1)
The West region includes Washington and Oregon. The South region includes Virginia, North Carolina, South Carolina, Florida, Georgia, Alabama, Mississippi, Louisiana, Arkansas, Texas and Oklahoma. The North region includes West Virginia, Maine, New Hampshire, Vermont, Michigan, Wisconsin and Montana. Other includes our Canadian operations and the timberlands of the Twin Creeks Venture that we manage.
(2)
Includes logs, plywood and hardwood lumber harvested or produced by our international operations in Uruguay. On June 2, 2017, we agreed to sell all of our equity interest in the subsidiaries that collectively own and operate our Uruguayan timberlands and manufacturing business. The held for sale designation of the assets and liabilities of the Uruguayan business caused us to record a $147 million impairment within the Timberlands business segment during second quarter 2017. Refer to Note 2: Business Segments as well as Note 3: Held for Sale and Discontinued Operations for further information.

Comparing Second Quarter 2017 with Second Quarter 2016

Net sales – unaffiliated customers

Net sales to unaffiliated customers decreased $2 million – less than 1 percent – primarily due to:
a $6 million decrease in Southern log sales as a result of a 3 percent decrease in average sales realizations for delivered logs and a 1 percent decrease in delivered logs sales volumes.
a $5 million decrease in Western log sales, primarily attributable to a 9 percent decrease in delivered logs sales volumes. This decrease was partially offset by a 8 percent increase in average sales realizations for delivered logs. The increase in realizations is primarily due to the mix of delivered logs sold.
a $3 million decrease in Northern log sales, primarily attributable to a 13 percent decrease in delivered logs sales volumes and a 3 percent decrease in average sales realizations for delivered logs.
These decreases were partially offset by:
a $4 million increase in Other delivered logs, primarily attributable to increases in delivered logs sales volumes offset by decreases in average sales realizations.
an $8 million increase, primarily attributable to a $14 million increase in recreational lease revenue and other products revenue, offset by a $6 million decrease in stumpage and pay-as-cut revenue.


23



Intersegment sales

Intersegment sales decreased $30 million – 16 percent – due to a decrease in chip and log intersegment sales, which were previously sold to our Cellulose Fibers business segment.

Costs of products sold

Costs of products sold decreased $33 million – 6 percent – primarily due to a 3 percent decrease in sales volumes.

Operating income and Net contribution to earnings

Operating income and Net contribution to earnings decreased $137 million – 110 percent – primarily attributable to the $147 million noncash pretax impairment charge recognized in relation to the Uruguayan sale agreement (refer to Note 3: Held for Sale and Discontinued Operations). This was partially offset by a $9 million decrease in "General and administrative expenses."

Comparing Year-to-Date 2017 with Year-to-Date 2016

Net sales - unaffiliated customers

Net sales to unaffiliated customers increased $97 million – 11 percent – primarily due to:
a $41 million increase in Southern log sales, attributable to a 20 percent increase in delivered logs sales volumes offset by a 4 percent decrease in average sales realizations. The change in Southern log sales is primarily related to additional production from legacy Plum Creek operations. Results for year-to-date 2016 included only four months of legacy Plum Creek sales, as opposed to a full six months of operations included in year-to-date 2017.
an $11 million increase in Northern log sales, attributable to a 41 percent increase in delivered logs sales volumes offset by a 3 percent decrease in average sales realizations. The change in Northern log sales is primarily due to production in regions in which timberlands were acquired during the Plum Creek merger. Results for year-to-date 2016 included only four months of production from these timberlands, as opposed to a full six months of operations included in year-to-date 2017.
a $5 million increase in Western log sales, attributable to a 6 percent increase in average sales realizations on delivered logs, offset by a 4 percent decrease in delivered logs volumes. The increase in realizations is primarily due to the mix of delivered logs sold.
a $17 million increase in Other delivered logs, primarily attributable to increases in delivered logs sales volumes offset by decreases in average sales realizations on delivered logs.
a $23 million increase in other net sales, primarily attributable to a $15 million increase in recreational lease revenue and a $14 million increase in other products revenue, offset by a $9 million decrease in stumpage and pay-as-cut revenue.

Intersegment sales

Intersegment sales decreased $50 million – 12 percent – due to a decrease in chip and log intersegment sales, which were previously sold to our Cellulose Fibers business segment.

Costs of products sold

Costs of products sold increased $27 million – 3 percent – primarily due to the increase in sales volumes, as described above.

Operating income and Net contribution to earnings

Operating income and Net contribution to earnings decreased $118 million – 46 percent – primarily attributable to the $147 million noncash pretax impairment charge recognized in relation to the Uruguayan sale agreement (refer to Note 3: Held for Sale and Discontinued Operations). The impairment charge was partially offset by the changes in net sales and costs of products sold as explained above.


24



THIRD-PARTY LOG SALES VOLUMES AND FEE HARVEST VOLUMES
 
QUARTER ENDED
 
AMOUNT OF
CHANGE
 
YEAR-TO-DATE ENDED
 
AMOUNT OF CHANGE
VOLUMES IN THOUSANDS (1)(2)
JUNE 2017
 
JUNE 2016
 
2017 VS.
2016
 
JUNE 2017
 
JUNE 2016
 
2017 VS. 
2016
Third party log sales – tons:
 
 
 
 
 
 
 
 
 
 
 
West
2,143

 
2,363

 
(220
)
 
4,300

 
4,496

 
(196
)
South
4,285

 
4,340

 
(55
)
 
8,578

 
7,121

 
1,457

North
253

 
292

 
(39
)
 
707

 
502

 
205

Uruguay
96

 
89

 
7

 
186

 
235

 
(49
)
Other
292

 
169

 
123

 
802

 
338

 
464

Total
7,069

 
7,253

 
(184
)
 
14,573

 
12,692

 
1,881

Fee harvest volumes – tons:
 
 
 
 
 
 
 
 
 
 
 
West
2,652

 
2,980

 
(328
)
 
5,309

 
5,781

 
(472
)
South
6,473

 
7,061

 
(588
)
 
12,846

 
12,091

 
755

North
383

 
454

 
(71
)
 
1,005

 
714

 
291

Uruguay
319

 
248

 
71

 
584

 
547

 
37

Other
444

 
181

 
263

 
815