WEYERHAEUSER
Growing a Truly Great Company
INVESTOR MEETING
Dec. 17, 2013 |
New York, NY
Filed by Weyerhaeuser Company
pursuant to Rule 425 under the
Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Weyerhaeuser Company
Commission File No.: 001-04825
0 |
1
FORWARD-LOOKING STATEMENTS
AND NON-GAAP FINANCIAL MEASURES
This presentation contains statements that are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, including, without limitation, with
respect to future prospects, developments, business strategies, the transaction involving
Weyerhaeuser Real Estate Company (WRECO) and TRI Pointe Homes, Inc. (TPH transaction), the benefits and impacts
of the acquisition of Longview Timber LLC and/or TPH transaction (including cost savings, operational
and other synergies and impacts on revenues, earnings, cash flow, tax impacts, funds from
operations and funds available for distribution), future dividend increases, business
priorities, future performance, cost reductions and other strategic initiatives, growth, capital structure, credit
ratings, capital expenditures, future cash and debt levels, and harvests and export markets. The words
anticipate, believe, could, forecast,
estimate, outlook, goal, will, plan, expect, target and would and similar terms and phrases, including references
to assumptions, have been used in this presentation to identify forward-looking statements. These
forward-looking statements are made based on managements expectations and beliefs
concerning future events and are subject to uncertainties and factors relating to our
operations and business environment, all of which are difficult to predict and many of which are beyond the companys control.
Many factors could cause the actual results to differ materially from those projected including,
without limitation, the effect of general economic conditions, including employment rates,
housing starts, interest rate levels, availability of financing for home mortgages, strength of
the U.S. dollar, market demand for our products, which is related to the strength of the various U.S. business segments and
U.S. and international economic conditions, domestic and foreign competition, the successful execution
of our internal performance plans, including restructurings and cost reduction initiatives, raw
material prices, energy prices, the effect of weather, the risk of loss from fires, floods,
windstorms, hurricanes, pest infestation and other natural disasters, transportation 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 market price of our common stock on charges for share-based
compensation, closing of the TPH transaction, changes in accounting principles and the other risk factors described
under "Risk Factors" in our annual report on Form 10-K for the year ended December 31,
2012 and the matters described in our quarterly reports on Form 10-Q for the quarters ended
June 30, 2013 and September 30, 2013, in each case filed with the SEC. These forward-looking
statements are based on various assumptions and may not be accurate because of risks and uncertainties
surrounding these assumptions. Factors listed above, as well as other factors, may cause actual
results to differ significantly from these forward-looking statements. There is no
guarantee that any of the events anticipated by these forward-looking statements will
occur. If any of the events occur, there is no guarantee what effect they will have on company
operations or financial condition. The company will not update these forward-looking
statements after the date of this presentation. Nothing on our website is included or
incorporated by reference herein.
Included in this presentation are certain non-GAAP financial measures which management believes
complement the financial information presented in accordance with generally accepted accounting
principles in the United States of America. Management believes such measures are useful
to investors. Our non-GAAP financial measures are not necessarily comparable to other similarly
titled captions of other companies due to potential inconsistencies in the metrics of calculation. For
a reconciliation of non-GAAP measures to GAAP measures see the appendices to this
presentation. |
2
ADDITIONAL INFORMATION
Additional Information and Where to Find It: In connection with
the proposed Reverse Morris Trust transaction between TRI Pointe Homes, Inc. and Weyerhaeuser Company, pursuant to
which the homebuilding subsidiary of Weyerhaeuser, WRECO (with certain exclusions), will be combined
with TRI Pointe, TRI Pointe will file a registration statement on Form S-4 with the
Securities and Exchange Commission (SEC), which will include a prospectus. TRI Pointe will also file
a proxy statement which will be sent to the TRI Pointe shareholders in connection with their vote
required in connection with the transaction. In addition, WRECO expects to file a
registration statement in connection with its separation from Weyerhaeuser. Investors and security holders are
urged to read the proxy statement and registration statement/prospectus and any other relevant
documents when they become available, because they will contain important information about TRI
Pointe, the real estate business of Weyerhaeuser and the proposed transaction. The proxy
statement and registration statement/prospectus and other documents relating to the proposed
transaction (when they are available) can be obtained free of charge from the SECs
website at www.sec.gov. These documents (when they are available) can also be obtained free of charge
from Weyerhaeuser upon written request to Weyerhaeuser Company, 33663 Weyerhaeuser Way South, Federal
Way, Washington 98003, Attention: Vice President, Investor Relations, or by calling (800)
561-4405. Participants in the Solicitation:
This communication is not a solicitation of a proxy from any security holder of TRI Pointe or
Weyerhaeuser. However, Weyerhaeuser, TRI Pointe and certain of their respective directors
and executive officers may be deemed to be participants in the solicitation of proxies from TRI Pointes
shareholders in connection with the proposed transaction. Information about the
Weyerhaeusers directors and executive officers may be found in its Annual Report on Form
10-K for the year ended December 31, 2012 filed with the SEC on February 19, 2013 and the definitive proxy statement
relating to its 2013 Annual Meeting of Shareholders filed with the SEC on February 26, 2013.
Information about the TRI Pointes directors and executive officers may be found in its
Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC on March 28, 2013.
These documents can be obtained free of charge from the sources indicated above. Additional
information regarding the direct and indirect interests of these participants, whether by
security holdings or otherwise, will be included in the registration statement/prospectus, proxy statement
and other relevant materials to be filed with the SEC when they become available.
Non-Solicitation:
This communication shall not constitute an offer to sell or the solicitation of an offer
to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as
amended. |
3
|
4
PATH FORWARD
TEAM
GOAL
Grow Shareholder Value
LEVERS
Portfolio
Performance: Operational Excellence
Capital Allocation
KEY MEASURES
Relative EBITDA margin
Total Shareholder Return (TSR)
Relative to peers & S&P |
Change in
market cap
WY GOAL: Total Shareholder Return
Profit growth
Dividends &
Share
Repurchases
TSR
Multiple
Capital Allocation
Operational Excellence
Operational Excellence
Capital Allocation
Portfolio / Market Factors
TSR
DRIVERS
5 |
6
PORTFOLIO |
PORTFOLIO
Total Assets $11.1 B
Pro-forma 2013 Q3*
Timberlands
Cellulose Fibers
Wood
Products
Total Assets $10.4 B
YE 2012*
Timberlands
Cellulose Fibers
Wood
Products
WRECO**
BEFORE
AFTER
PORTFOLIO
CHANGES:
*Excludes Unallocated Items. 2013 Q3 pro-forma excludes assets related to
announced combination of WRECO and TRI Pointe Homes. See appendix
for reconciliation to GAAP amounts.
** Weyerhaeuser Real Estate Company
7
Longview
Timber
WRECO |
8
WEYERHAEUSER
TIMBERLANDS
7 MM acres
$579 MM EBITDA
*
WOOD PRODUCTS
Lumber: $285 MM
OSB
**
: $284 MM
ELP
**
: $31 MM
Distribution: $(39) MM
CELLULOSE
FIBERS
*EBITDA
Excluding
Special
Items,
LTM
as
of
Q3
2013.
Unallocated
items
not
included.
See
appendix
for
reconciliation
to
GAAP
amounts.
**ELP = Engineered Lumber Products, OSB = Oriented Strand Board
6 mills
2 converting
facilities
$351 MM EBITDA*
EBITDA
* |
9
Near Term FOCUS: Drive Operational Excellence
PORTFOLIO
NEAR TERM
PRIORITY
MIDTERM PRIORITY
Exit
TIMBERLANDS
Operational Excellence:
drive cash & earnings
Longview acquisition
Disciplined growth
WOOD PRODUCTS
Lumber
OSB
ELP
Distribution
Operational Excellence:
drive cash & earnings
Fix
Opportunistic growth
CELLULOSE
FIBERS
Operational Excellence:
drive cash & earnings
Grow higher value
products
Operational Excellence:
drive cash & earnings
BUSINESS
WRECO |
10
PERFORMANCE |
11
PERFORMANCE: Timberlands
STRATEGIC INITIATIVES
Maximize cash flow through Operational Excellence
Capture full value of the Longview Timber acquisition
See appendix for detail on calculations.
*See appendix for reconciliation to GAAP amounts.
EBITDA* / ACRE OWNED
BASE
BASE
Longview
Timber
Operational
Excellence
TIMBERLANDS EBITDA*
0
20
40
60
80
2011
2012
2013 Annualized
US South
Deltic
NCREIF
Plum Creek
Rayonier
WY
50
75
100
125
150
175
200
2011
2012
2013 Annualized
US West
NCREIF
Pope Resources
Rayonier
WY (excl LV)
0
200
400
600
800
2012
2016 -
2018
(Outlook) |
12
PERFORMANCE: Wood Products -
Lumber
STRATEGIC
INITIATIVES
Reduce
cost
achieve
industry-leading
cost
structure
Maintain
value
added
product
mix
OPERATIONAL EXCELLENCE**
Controllable Manufacturing Cost
EBITDA MARGIN*
Closing
the
Gap
=
$100
MM
Source for competitor data: public SEC filings
*See appendix
for reconciliation to GAAP amounts.
0
50
100
Current
Benchmark*
-5.0%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
2011
2012
2013 YTD Q3
Canfor Lumber
Interfor Lumber
West Fraser Lumber
WY Lumber
Mfg cost = Cost Net of Logs, excluding depreciation and inflation.
Current is based on Q3 2013 YTD data.
**Note: Benchmark is mill Best in Class;
|
13
-10.0%
0.0%
10.0%
20.0%
30.0%
40.0%
2011
2012
2013 YTD Q3
Ainsworth OSB
LPX OSB
Norbord OSB
WY OSB
PERFORMANCE: Wood Products
OSB
STRATEGIC INITIATIVES
Drive down controllable costs by improving reliability
Grow higher margin products
EBITDA MARGIN*
$50 MM
**Note: Reliability benchmark is mill Best in Class.
Current is based on Q3 2013 YTD data.
Improve Product Mix
$10 MM
OPERATIONAL EXCELLENCE**
Improve Reliability
Source for competitor data: public SEC filings.
*See
appendix
for
reconciliation
to
GAAP
amounts.
50
75
100
Current
Benchmark
0
25
50
75
Current
Goal |
14
PERFORMANCE:
Wood Products
ELP & Distribution
TURNAROUND INITIATIVES
ELP
DISTRIBUTION
Close the gap on manufacturing cost
Simplify & focus supply chain
Leverage our brand
Reduce cost: Warehouse, delivery, sales
Disciplined, profitable growth at market
rate
Source for competitor data: public SEC filings
*See appendix
for reconciliation to GAAP amounts.
EBITDA MARGIN*
EBITDA MARGIN*
-4.0%
-2.0%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
2011
2012
2013 YTD
Q3
2014
Outlook
Boise ELP
LPX ELP
WY ELP
-10.0%
-8.0%
-6.0%
-4.0%
-2.0%
0.0%
2.0%
4.0%
2011
2012
2013 YTD
Q3
2014
Outlook
Boise Distribution
Blue Linx Distribution
WY Distribution |
PERFORMANCE: Cellulose Fibers
STRATEGIC INITIATIVES
Reduce cost
Grow with global customers
Innovate high-margin products
EBITDA MARGIN*
OPERATIONAL EXCELLENCE**
Reduce Controllable Cost
$100 MM
**Cost
of
Goods
Sold,
excluding
inflation.
Current
is
based
on Q3 2013 YTD data.
*See
appendix
for
reconciliation
to
GAAP
amounts.
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
40.0%
45.0%
2011 FY
2012 FY
2013 YTD Q3
Canfor
Mercer
Rayonier
WY CF
625
675
725
Current
Goal
15 |
PERFORMANCE: SG&A
Note: SG&A includes R&D
STRATEGIC INITIATIVE: Reduce Overhead Cost by $75 MM
REDUCTION GOAL
$75 MM
200
250
300
350
400
450
500
550
600
2013 Pro-forma*
2014 Run Rate
16
Lowering cost essential to our success
*Pro-forma is total company 3Q YTD 2013 annualized, less WRECO direct SG&A of $141 MM |
17
CAPITAL ALLOCATION |
18
CAPITAL ALLOCATION
PRIORITIES
Return cash to shareholders
Invest in our businesses
Maintain appropriate capital structure |
19
RETURNING CASH TO SHAREHOLDERS
DIVIDEND PAYOUT POLICY
Target payout of 75% of Funds Available for
Distribution (FAD) over cycle
(1)
(1) Funds Available for Distribution: Cash Flow before major
acquisitions and dispositions and financing activities including dividends
Increased dividend three times in the
last 12 months for total increase of 47%
INCREASING DIVIDEND
2011
Feb
$0.15
2012
Oct
$0.17
2013
April
$0.20
2013
Aug
$0.22
PAYOUT RATIO
2011
Dividend
exceeded FAD
2012
86%
2013 est.
80-85%
Sustainable and Growing Dividend |
20
DISCIPLINED CAPITAL INVESTMENT
*Depreciation, Depletion & Amortization
$476
$456
$470
$500
0
100
200
300
400
500
600
2011
2012
2013
Estimated
2014
Estimated
% of DD&A*
50%
63%
64%
78%
Other
Wood Products
Timberlands
Cellulose
Fibers
$238
$285
$300
$390
DD&A*
CapEx: |
21
CAPITAL STRUCTURE AND LIQUIDITY
Cash
balance
as
of
September
30,
2013:
$900
million
(1)
$1 Billion revolving credit facility: Expires in June 2018
Long term debt:
Improving financial metrics support investment grade rating:
(1) Excludes $494 million in cash designated for the purchase of Longview
Timber LLC and repayment of acquired debt (2) EBITDA reconciliation in
appendix. LTM as of 9/30/13 (3) Total Capital: estimated 2013 YE debt
+ total equity at 2013 Q3 Current
(Est.)
Target Over
Cycle
EBITDA (LTM)
(2)
/ Interest (LTM)
4.7
>5.0
YE 2013 Debt / EBITDA (LTM)
(2)
3.0
<3.5
YE
2013
Debt/
Total
Capital
(3)
44%
40%
$ Millions
2013 Q4
Beginning Balance Sept 2013
$5,568
New Debt
550
Maturities and Prepayments
(1,227)
Ending Balance YE 2013 (Est.)
$4,891
No maturities
through 2016
2017: $281 MM due |
22
WRECO/TRI POINTE COMBINATION
WRECO to combine with TRI Pointe (TPH) in a
tax-free transaction:
129.7 million shares TPH stock
Using Dec 13, 2013 TPH stock price of $18.42 per share,
the estimated value is ~$2.4 billion
Approximately $700 million in cash
Total estimated transaction value of ~$3.1 billion
Expected to close in the second quarter of 2014 |
23
WRECO/TRI POINTE COMBINATION:
Use of Proceeds
Stock: distributed to shareholders in either a
spin-off or split-off
Spin:
Similar to a dividend
Split: Similar to a share repurchase/exchange offer
Spin / Split decision to be determined by WY Board
shortly before closing
Cash
Adjust capital structure as appropriate |
24
MARKET OUTLOOK |
25
MARKET OUTLOOK:
Positive Trends for Our Products
Higher demand and prices for US timber and
wood products:
Rebound in US housing
Growing off-shore demand
Canadian timber supply shortage
Growing markets for fluff products driven by
emerging country demand and global growth |
HOUSING
RECOVERS TO TREND ~1.5 MM STARTS
26
0.0
0.5
1.0
1.5
2.0
2.5
Million Units
*RISI
*John Burns
*Global Insight
TOTAL U.S. HOUSING STARTS
(Seasonally Adjusted Annual Rate)
*Forecast
Harvard Joint Center for
Housing Studies forecast:
Trend (2015 and beyond)
1.6
-
1.9 MM units
Source: Census
Quarterly |
27
GROWING EXPORT VOLUMES:
Logs & Lumber
DEMAND DRIVERS
Japan & Korea: Long term demand for wood-based housing
China: rising wealth and urbanization drives demand for industrial and
interior wood uses
0
250
500
750
1000
1250
1500
1750
2000
2250
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
WEST COAST SOFTWOOD
LOG EXPORTS TO ASIA
MMBF Scribner
Annual
Source: Random Lengths Yardstick, US Dept of Commerce
Japan
Korea
China
Est
0.0
0.1
0.2
0.3
0.4
0.5
0.6
2006
2007
2008
2009
2010
2011
2012
2013
Quarterly
Japan
CANADIAN LUMBER
CHINA AND JAPAN (SAAR)
Million Board Feet
China
Source:
JAWIC, Random Lengths |
LOG
PRICES: Positive Outlook
West has strengthened, with more upside expected
South recovery still ahead
0
100
200
300
400
500
600
700
800
900
1995
1997
1999
2001
2003
2005
2007
2009
2011
2013
2015
2017
DELIVERED LOG PRICE
DOUGLAS FIR #2
$/MBF
Annual
Forecast
Source: Log Lines, FEA, RISI
YTD
0
100
200
300
400
500
600
700
1995
1997
1999
2001
2003
2005
2007
2009
2011
2013
2015
2017
DELIVERED LOG PRICE
SOUTHERN AVERAGE PINE SAWLOG
$/MBF
Annual
Forecast
Source: Log Lines, FEA, RISI
YTD
28 |
29
SUPPLY FROM CANADA CONSTRAINED:
Benefits Southern Lumber & Logs
Canadian production expected to drop to 25% of U.S. market by 2015,
5-7BBF below peak
Southern pine lumber expanding; limited growth in Canadian imports
Source: WWPA, COFI
Forecast
CANADIAN LUMBER SHARE OF
U.S. MARKET
U.S. LUMBER SUPPLY SOURCES
0%
5%
10%
15%
20%
25%
30%
35%
40%
2005
2010
2015
2020
Share
Annual
0.0
5.0
10.0
15.0
20.0
25.0
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
Est.
US South Lumber Production
Canadian Shipments to US
BBF of Lumber
Source:
Census, WWPA, COFI |
30
WOOD PRODUCTS:
Strong Growth for OSB & Engineered Wood
DEMAND DRIVERS
New residential construction
Repair & remodel, industrial & export
0
10
20
30
2000
2002
2004
2006
2008
2010
2012
2014
2016
2018
Billion Square Feet
Forecast*
0
200
400
600
800
1000
1200
1400
2000
2002
2004
2006
2008
2010
2012
2014
2016
2018
NORTH AMERICAN I-JOIST DEMAND
Million Linear Feet
Annual
Source:
FEA
Forecast*
*
Annual
Source: *FEA
NORTH AMERICAN OSB
DEMAND |
Expect growing fluff pulp demand of 3.5% / year
Supply position: Southern Pine ideal for fluff; globally competitive
cost
FLUFF DEMAND GROWTH:
Emerging Economies
0
1
2
3
4
5
6
7
2003
2008
2012
2017
FLUFF MARKET PULP CONSUMPTION BY REGION
Million Tons
Source: Starr, Weyerhaeuser CF Business
Rest of
World
Rest of
Asia
Japan
Europe
N.A.
Forecast
31 |
32
MARKET OUTLOOK RECAP
Higher demand and prices for US timber and
wood products:
Rebound in US housing
Growing off-shore demand
Canadian timber supply shortage
Growing markets for fluff products driven by
emerging country demand and global growth
Overall Positive Trends for Weyerhaeuser Products |
33
WEYERHAEUSER
Growing a Truly Great Company |
34
APPENDIX |
35
2011 EBITDA RECONCILIATION BY SEGMENT
$ Millions
2011
Timberlands
Lumber
OSB
EWP
Distribution
WP Other
Wood
Products
Cellulose
Fibers
Real
Estate
Unallocated
Items
Total
Adjusted EBITDA Excluding
Special Items
1
$472
($7)
($4)
$6
($37)
($1)
($43)
$597
$89
($90)
$1,025
Depletion, Depreciation &
Amortization
(137)
(47)
(34)
(61)
(6)
(3)
(151)
(147)
(13)
(28)
(476)
Non-Operating
Pension &
Postretirement Costs
--
--
--
--
--
--
--
--
--
(26)
(26)
Special Items
152
(5)
(4)
(26)
(1)
(16)
(52)
--
--
--
100
Capitalized
Interest Included
in Cost of Products Sold
--
--
--
--
--
--
--
--
(23)
(6)
(29)
Operating Income (GAAP)
$487
($59)
($42)
($81)
($44)
($20)
($246)
$450
$53
($150)
$594
Interest Income and Other
4
0
0
1
0
2
3
2
5
33
47
Net Contribution
to Earnings
from Discontinued Operations
--
--
--
--
--
(25)
(25)
--
--
45
20
Net Contribution to Earnings
$491
($59)
($42)
($80)
($44)
($43)
($268)
$452
$58
($72)
$661
Interest Expense, Net
(384)
Income Taxes
54
Net Earnings to Common
Shareholders (GAAP)
$331
1.
Adjusted EBITDA excluding special items is a non-GAAP measure that management uses to evaluate the
performance of the company. Adjusted EBITDA, as we define it, is operating income adjusted for
depreciation, depletion, amortization, pension and postretirement costs not allocated to
business segments (primarily interest cost, expected return on plan assets, amortization of actuarial loss and amortization
of prior service cost / credit), special items and interest included in cost of products sold.
Adjusted EBITDA should not be considered in isolation from and is not intended to represent an
alternative to our GAAP results. |
36
2012 EBITDA RECONCILIATION BY SEGMENT
$ Millions
2012
Timberlands
Lumber
OSB
EWP
Distribution
WP Other
Wood
Products
Cellulose
Fibers
Real
Estate
Unallocated
Items
Total
Adjusted EBITDA Excluding
Special Items
$460
$130
$143
$17
($29)
($15)
$246
$368
$142
($54)
$1,162
Depletion, Depreciation &
Amortization
(142)
(45)
(31)
(51)
(5)
(1)
(133)
(150)
(12)
(19)
(456)
Non-Operating Pension &
Postretirement Costs
--
--
--
--
--
--
--
--
--
(29)
(29)
Special Items
--
--
--
--
--
6
6
--
--
89
95
Capitalized Interest Included
in Cost of Products Sold
--
--
--
--
--
--
--
--
(30)
(7)
(37)
Operating Income (GAAP)
$318
$85
$112
($34)
($34)
($10)
$119
$218
$100
($20)
$735
Interest Income and Other
3
--
--
--
--
1
1
5
5
38
52
Loss Attributable to Non-
Controlling Interest
1
--
--
--
--
--
--
--
--
--
1
Net Contribution to Earnings
$322
$85
$112
($34)
($34)
($9)
$120
$223
$105
$18
$788
Interest Expense, Net
(348)
Income Taxes
(55)
Net Earnings to Common
Shareholders (GAAP)
$385
1
1.
Adjusted EBITDA excluding special items is a non-GAAP measure that management uses to evaluate the
performance of the company. Adjusted EBITDA, as we define it, is operating income adjusted for
depreciation, depletion, amortization, pension and postretirement costs not allocated to
business segments (primarily interest cost, expected return on plan assets, amortization of actuarial loss and amortization of prior
service cost / credit), special items and interest included in cost of products sold. Adjusted EBITDA
should not be considered in isolation from and is not intended to represent an alternative to
our GAAP results. |
37
2013 YTD EBITDA RECONCILIATION BY SEGMENT
$ Millions
2013 Q3 YTD
Timberlands
Lumber
OSB
EWP
Distribution
WP Other
Wood
Products
Cellulose
Fibers
Real
Estate
Unallocated
Items
Total
Adjusted EBITDA Excluding
Special
Items
$448
$258
$223
$34
($27)
($2)
$486
$252
$82
($18)
$1,250
Depletion, Depreciation &
Amortization
(115)
(30)
(23)
(35)
(4)
(1)
(93)
(116)
(10)
(9)
(343)
Non-Operating Pension &
Postretirement Costs
--
--
--
--
--
--
--
--
--
(31)
(31)
Special Items
--
--
--
--
--
--
--
--
--
--
--
Capitalized Interest Included
in Cost of Products Sold
--
--
--
--
--
--
--
--
(28)
(4)
(32)
Operating Income (GAAP)
$333
$228
$200
($1)
($31)
($3)
$393
$136
$44
($62)
$844
Interest Income and Other
3
--
--
--
--
--
--
(1)
3
37
42
Net Contribution to Earnings
$336
$228
$200
($1)
($31)
($3)
$393
$135
$47
($25)
$886
Interest Expense, Net
(258)
Income Taxes
(119)
Net Earnings (GAAP)
$509
Dividends on preference
shares
(12)
Net Earnings to Common
Shareholders (GAAP)
$497
1
1.
Adjusted EBITDA excluding special items is a non-GAAP measure that management uses to evaluate the
performance of the company. Adjusted EBITDA, as we define it, is operating income adjusted for
depreciation, depletion, amortization, pension and postretirement costs not allocated to
business segments (primarily interest cost, expected return on plan assets, amortization of actuarial
loss and amortization of prior service cost / credit), special items and interest included in
cost of products sold. Adjusted EBITDA should not be considered in isolation from and is not
intended to represent an alternative to our GAAP
results. |
2013 Q3
LTM EBITDA RECONCILIATION BY SEGMENT 1.
Adjusted EBITDA excluding special items is a non-GAAP measure that management uses to evaluate the
performance of the company. Adjusted EBITDA, as we define it, is operating income adjusted for
depreciation, depletion, amortization, pension and postretirement costs not allocated to
business segments (primarily interest cost, expected return on plan assets, amortization of actuarial
loss and amortization of prior service cost / credit), special items and interest included in
cost of products sold. Adjusted EBITDA should not be considered in isolation from and is not intended
to represent an alternative to our GAAP results. $ Millions
2013 Q3 LTM
Timberlands
Lumber
OSB
EWP
Distribution
WP Other
Wood
Products
Cellulose
Fibers
Real
Estate
Unallocated
Items
Total
Adjusted EBITDA Excluding
Special Items
1
$579
$285
$284
$31
($39)
($4)
$557
$351
$173
($19)
$1,641
Depletion, Depreciation &
Amortization
(153)
(41)
(31)
(48)
(5)
(1)
(126)
(156)
(14)
(12)
(461)
Non-Operating
Pension &
Postretirement Costs
--
--
--
--
--
--
--
--
--
(39)
(39)
Special Items
--
--
--
--
--
--
--
--
--
--
--
Capitalized
Interest Included
in Cost of Products Sold
--
--
--
--
--
--
--
--
(36)
(5)
(41)
Operating Income (GAAP)
$426
$244
$253
($17)
($44)
($5)
$431
$195
$123
($75)
$1,100
Interest Income and Other
4
--
--
--
--
--
--
1
5
46
56
Loss Attributable to Non-
Controlling Interest
1
--
--
--
--
--
--
--
--
--
1
Net Contribution to Earnings
$431
$244
$253
($17)
($44)
($5)
$431
$196
$128
($29)
$1,157
Interest Expense, Net
(346)
Income Taxes
(159)
Net Earnings (GAAP)
$652
Dividends on preference
shares
(12)
Net Earnings to Common
Shareholders (GAAP)
$640
38 |
39
EBITDA RECONCILIATION: TIMBERLANDS
$ Millions
2011
2012
2013 Q3 YTD
West (excluding Longview Timber)
$273
$250
$265
South
214
218
166
Other
(15)
(8)
17
Adjusted EBITDA Excluding Special Items
$472
$460
$448
Depletion, Depreciation & Amortization
(137)
(142)
(115)
Special Items
152
--
--
Operating Income (GAAP)
$487
$318
$333
Interest Income and Other
4
3
3
Loss Attributable to Non-Controlling
Interest
--
1
--
Net Contribution to Earnings
$491
$322
$336
1
1.
Adjusted EBITDA excluding special items is a non-GAAP measure that management uses to evaluate the
performance of the company. Adjusted EBITDA, as we define it, is operating income adjusted for
depreciation, depletion, amortization, pension and postretirement costs not allocated to
business segments (primarily interest cost, expected return on plan assets, amortization of actuarial
loss and amortization of prior service cost / credit), special items and interest included in
cost of products sold. Adjusted EBITDA should not be considered in isolation from and is not intended to
represent an alternative to our GAAP results. |
40
RECONCILIATION TO GAAP:
2013 Pro Forma Total Assets
Pro Forma Total Assets
$ millions
2013 Q3
Pro Forma total assets
$11,143
Real Estate assets
2,193
Unallocated assets
2,273
Total Assets (GAAP)
$15,609
1
1.
Pro forma total assets is a non-GAAP measure that management uses to evaluate the performance of
the company. Pro forma total assets, as we define it, is total assets adjusted for Real Estate
assets and Unallocated assets. Pro forma total assets should not be considered in isolation from and is not intended to represent an alternative to our GAAP results. |
41
TIMBERLANDS BENCHMARKING:
EBITDA/Acre
Based on publicly reported financials, plus National Council of Real Estate
Investment Fiduciaries (NCREIF) data
WY does not include Longview Timber
Pope Resources = Fee Timber Income from operations external + Fee Timber
Depletion
NCREIF = Northwest NOI
Rayonier = Forest Resources EBITDA: Northern U.S. proportion estimated based on
sales by geography
NCREIF = South NOI
Plum Creek = S Resources Operating Income + S Resources DDA
Deltic Timber = Woodlands Op Income + D, A and Cost of Fee Timber
Harvested
Rayonier = Forest Resources EBITDA: Atlantic + Gulf States
estimated based on sales by geography
WEST:
SOUTH:
2013 Annualized
based on 3Q YTD actuals, as reported |