Weyerhaeuser(WY) - 2020 Q1 - Quarterly Report

PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS This section presents the unaudited consolidated financial statements for the quarter ended March 31, 2020, showing improved net earnings CONSOLIDATED STATEMENT OF OPERATIONS Q1 2020 vs Q1 2019 Consolidated Statement of Operations | Metric | Q1 2020 (Millions) | Q1 2019 (Millions) | | :--- | :--- | :--- | | Net sales | $1,728 | $1,643 | | Costs of sales | $1,382 | $1,322 | | Gross margin | $346 | $321 | | Operating income | $240 | $174 | | Earnings (loss) before income taxes | $147 | $(393) | | Net earnings (loss) | $150 | $(289) | | Earnings (loss) per share, basic and diluted | $0.20 | $(0.39) | CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Q1 2020 vs Q1 2019 Consolidated Statement of Comprehensive Income | Metric | Q1 2020 (Millions) | Q1 2019 (Millions) | | :--- | :--- | :--- | | Net earnings (loss) | $150 | $(289) | | Foreign currency translation adjustments | $(42) | $14 | | Changes in unamortized actuarial loss, net of tax | $44 | $344 | | Changes in unamortized net prior service credit, net of tax | $1 | $— | | Total other comprehensive income | $3 | $358 | | Total comprehensive income | $153 | $69 | CONSOLIDATED BALANCE SHEET Consolidated Balance Sheet Highlights (March 31, 2020 vs. December 31, 2019) | Metric | March 31, 2020 (Millions) | December 31, 2019 (Millions) | | :--- | :--- | :--- | | Cash and cash equivalents | $1,458 | $139 | | Total current assets | $2,493 | $1,611 | | Total assets | $17,228 | $16,406 | | Current maturities of long-term debt | $577 | $— | | Borrowings on line of credit | $550 | $230 | | Total current liabilities | $1,816 | $1,006 | | Total liabilities | $9,146 | $8,229 | | Total equity | $8,082 | $8,177 | CONSOLIDATED STATEMENT OF CASH FLOWS Q1 2020 vs Q1 2019 Consolidated Statement of Cash Flows | Metric | Q1 2020 (Millions) | Q1 2019 (Millions) | | :--- | :--- | :--- | | Net cash from operations | $86 | $(14) | | Net cash from investing activities | $441 | $212 | | Net cash from financing activities | $792 | $(273) | | Net change in cash and cash equivalents | $1,319 | $(75) | | Cash and cash equivalents at end of period | $1,458 | $259 | CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Q1 2020 vs Q1 2019 Consolidated Statement of Changes in Equity | Metric | Q1 2020 (Millions) | Q1 2019 (Millions) | | :--- | :--- | :--- | | Common shares, end of period | $933 | $931 | | Other capital, end of period | $8,159 | $8,121 | | Retained earnings (accumulated deficit), end of period | $(109) | $543 | | Accumulated other comprehensive loss, end of period | $(901) | $(794) | | Total equity, end of period | $8,082 | $8,801 | | Dividends paid per common share | $0.34 | $0.34 | INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - The index lists 16 notes covering topics from Basis of Presentation to Income Taxes, providing detailed explanations for the financial statements[8] NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: BASIS OF PRESENTATION - Unaudited Consolidated Financial Statements reflect management's necessary adjustments for fair presentation[9] - Prepared pursuant to SEC rules for interim financial statements, with certain information condensed or omitted compared to annual reports[9] - Interim results are not necessarily indicative of full-year results[9] NOTE 2: BUSINESS SEGMENTS Business Segments and Q1 2020 vs Q1 2019 Performance | Segment | Q1 2020 Sales (Millions) | Q1 2019 Sales (Millions) | Q1 2020 Net Contribution (Millions) | Q1 2019 Net Contribution (Millions) | | :--- | :--- | :--- | :--- | :--- | | Timberlands | $381 | $431 | $105 | $120 | | Real Estate & ENR | $112 | $118 | $36 | $55 | | Wood Products | $1,235 | $1,094 | $134 | $69 | | Total Sales | $1,728 | $1,643 | | | | Total Net Contribution | | | $275 | $244 | - Unallocated items include share-based compensation, pension and postretirement costs, elimination of intersegment profit in inventory and LIFO, foreign exchange transaction gains and losses, interest income and other, as well as legacy obligations[11] NOTE 3: REVENUE RECOGNITION Q1 2020 vs Q1 2019 Net Sales by Major Product | Product Category | Q1 2020 (Millions) | Q1 2019 (Millions) | Change (Millions) | | :--- | :--- | :--- | :--- | | Timberlands Segment: | | | | | Delivered logs | $344 | $393 | $(49) | | Total Timberlands net sales | $381 | $431 | $(50) | | Real Estate & ENR Segment: | | | | | Real estate | $95 | $96 | $(1) | | Energy and natural resources | $17 | $22 | $(5) | | Total Real Estate & ENR net sales | $112 | $118 | $(6) | | Wood Products Segment: | | | | | Structural lumber | $508 | $444 | +$64 | | Oriented strand board | $190 | $160 | +$30 | | Engineered solid section | $127 | $116 | +$11 | | Engineered I-joists | $78 | $70 | +$8 | | Softwood plywood | $39 | $44 | $(5) | | Medium density fiberboard | $44 | $38 | +$6 | | Complementary building products | $153 | $137 | +$16 | | Other products produced | $96 | $85 | +$11 | | Total Wood Products net sales | $1,235 | $1,094 | +$141 | | Total net sales | $1,728 | $1,643 | +$85 | - The sale of Michigan timberlands in November 2019 impacted Northern delivered log sales[12] NOTE 4: NET EARNINGS (LOSS) PER SHARE AND SHARE REPURCHASES - Basic and diluted earnings per share were $0.20 for Q1 2020, a significant improvement from $(0.39) for Q1 2019[13] Weighted Average Shares Outstanding (in thousands) | Metric | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Basic | 746,534 | 746,603 | | Dilutive potential common shares | 621 | — | | Diluted | 747,155 | 746,603 | - The company did not repurchase shares in Q1 2020, while in Q1 2019, it repurchased over 2.3 million common shares for approximately $60 million[17] - As of March 31, 2020, $440 million remained authorized for future share repurchases[17] NOTE 5: INVENTORIES Inventories (March 31, 2020 vs. December 31, 2019) | Inventory Type | March 31, 2020 (Millions) | December 31, 2019 (Millions) | | :--- | :--- | :--- | | LIFO inventories | $123 | $111 | | FIFO or moving average cost inventories | $260 | $210 | | Materials and supplies | $97 | $95 | | Total Inventories | $480 | $416 | - If FIFO were used for all LIFO inventories, stated inventories would have been higher by $76 million as of March 31, 2020, and December 31, 2019[18] NOTE 6: VARIABLE INTEREST ENTITIES - Received $362 million in proceeds from the final buyer-sponsored SPE at maturity during Q1 2020[20] - No further Variable Interest Entities (SPEs) remain as of March 31, 2020[20] NOTE 7: PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS Net Periodic Benefit Cost (Q1 2020 vs Q1 2019) | Benefit Type | Q1 2020 (Millions) | Q1 2019 (Millions) | | :--- | :--- | :--- | | Total net periodic benefit cost - pension | $17 | $475 | | Total net periodic benefit cost - other postretirement benefits | $2 | $3 | - The significant decrease in pension cost is due to a $455 million noncash pretax settlement charge recorded in Q1 2019[23] NOTE 8: ACCRUED LIABILITIES Accrued Liabilities (March 31, 2020 vs. December 31, 2019) | Category | March 31, 2020 (Millions) | December 31, 2019 (Millions) | | :--- | :--- | :--- | | Compensation and employee benefit costs | $143 | $188 | | Current portion of lease liabilities | $32 | $33 | | Customer rebates, volume discounts and deferred income | $73 | $105 | | Interest | $74 | $98 | | Taxes payable | $32 | $24 | | Other | $94 | $82 | | Total Accrued Liabilities | $448 | $530 | NOTE 9: LONG-TERM DEBT AND LINE OF CREDIT - Issued $750 million of 4.00% notes due April 2030 in March 2020, with net proceeds of $732 million[26] - Refinanced and extended the $1.5 billion five-year senior unsecured revolving credit facility, now expiring in January 2025[26] - Outstanding borrowings on the credit facility were $550 million as of March 31, 2020, up from $230 million at December 31, 2019[26] NOTE 10: FAIR VALUE OF FINANCIAL INSTRUMENTS Fair Value vs. Carrying Value of Debt (March 31, 2020 vs. December 31, 2019) | Debt Type | March 31, 2020 Carrying Value (Millions) | March 31, 2020 Fair Value (Millions) | December 31, 2019 Carrying Value (Millions) | December 31, 2019 Fair Value (Millions) | | :--- | :--- | :--- | :--- | :--- | | Fixed rate | $6,651 | $7,233 | $5,922 | $6,986 | | Variable rate | $775 | $775 | $455 | $455 | | Total debt | $7,426 | $8,008 | $6,377 | $7,441 | - The carrying values of most financial instruments approximate their fair values[27][28] NOTE 11: LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES - No current legal proceedings are believed to have a material adverse effect on the financial statements[29] - Accrual for future estimated remediation costs was approximately $61 million as of March 31, 2020[30] - Asset retirement obligation reserve was $32 million as of March 31, 2020, primarily for reforestation and landfill closures[31] NOTE 12: ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated Other Comprehensive Loss Components (Q1 2020 vs Q1 2019) | Component | March 31, 2020 (Millions) | March 31, 2019 (Millions) | | :--- | :--- | :--- | | Pension (net of tax) | $(1,084) | $(1,000) | | Other Postretirement Benefits (net of tax) | $(11) | $(18) | | Translation Adjustments and Other | $194 | $224 | | Total Accumulated Other Comprehensive Loss | $(901) | $(794) | NOTE 13: SHARE-BASED COMPENSATION Share-based Compensation Activity (Q1 2020) | Type | Granted (Thousands) | Vested (Thousands) | | :--- | :--- | :--- | | Restricted stock units (RSUs) | 804 | 693 | | Performance share units (PSUs) | 377 | 91 | - A total of 906 thousand shares of common stock were issued as a result of RSU vestings, PSU vestings, and stock option exercises[33] - PSUs granted in 2020 will vest at a maximum of 100 percent of target value in the event of negative absolute company total shareholder return[35] NOTE 14: DIVESTITURE - Completed the sale of 630,000 acres of Montana timberlands for $145 million in cash proceeds on March 26, 2020[37] - No material gain or loss was recorded as a result of this sale due to an impairment recorded during Q4 2019[37] NOTE 15: OTHER OPERATING COSTS, NET Other Operating Costs, Net (Q1 2020 vs Q1 2019) | Category | Q1 2020 (Millions) | Q1 2019 (Millions) | | :--- | :--- | :--- | | Foreign exchange losses, net | $8 | $3 | | Litigation expense (income), net | $(4) | $25 | | Research and development expenses | $1 | $1 | | Other, net | $5 | $8 | | Total other operating costs, net | $10 | $37 | NOTE 16: INCOME TAXES - Income tax benefit was $3 million for Q1 2020, down from $104 million for Q1 2019[39] - As a real estate investment trust (REIT), the company is generally not subject to federal corporate income taxes on distributed REIT taxable income[39] - Corporate income taxes are paid on earnings of wholly-owned Taxable REIT Subsidiaries (TRSs), which includes the Wood Products segment[39] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A) Management discusses Q1 2020 financial results, segment performance, and the initial impacts of the COVID-19 pandemic NOTE ABOUT FORWARD-LOOKING STATEMENTS - The report contains forward-looking statements regarding future performance and the effects of the COVID-19 pandemic, subject to various risks[40] - Key risks include economic conditions, market demand, currency exchange rates, trade restrictions, and operational performance[40] - There is no guarantee that anticipated events will occur, and forward-looking statements speak only as of the date they are made[40] RESULTS OF OPERATIONS - Sales realizations for Timberlands and Wood Products refer to net selling prices[41] - Real Estate transactions are presented at the contract sales price before commissions and closing costs[41] - Net contribution to earnings does not include interest expense or income taxes[41] ECONOMIC AND MARKET CONDITIONS AFFECTING OUR OPERATIONS - The COVID-19 pandemic led to proactive steps to safeguard employees and adjustments in production and harvest volumes[42] - The outlook for 2020 anticipates a severe contraction in U.S. GDP and housing activity in Q2, with recovery beginning in Q3[43] - Q1 2020 prices for most wood products improved from Q4 2019, with the Oriented Strand Board Composite price up 23%[43] - Export log prices to China increased slightly by 4% in Q1 2020, with potential for improved competitiveness due to tariff exclusions[44] CONSOLIDATED RESULTS Q1 2020 vs Q1 2019 Consolidated Financial Performance | Metric | Q1 2020 (Millions) | Q1 2019 (Millions) | Change (Millions) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net sales | $1,728 | $1,643 | +$85 | +5% | | Costs of sales | $1,382 | $1,322 | +$60 | +5% | | Operating income | $240 | $174 | +$66 | +38% | | Net earnings (loss) | $150 | $(289) | +$439 | +152% | | Earnings (loss) per share, basic and diluted | $0.20 | $(0.39) | +$0.59 | | - Net sales increased primarily due to a $141 million increase in Wood Products sales[46] - Net earnings increased primarily due to a $461 million decrease in non-operating pension costs and a $66 million increase in operating income[47][48] TIMBERLANDS Q1 2020 vs Q1 2019 Timberlands Segment Performance | Metric | Q1 2020 (Millions) | Q1 2019 (Millions) | Change (Millions) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net sales to unaffiliated customers | $381 | $431 | $(50) | -12% | | Total sales | $503 | $556 | $(53) | -10% | | Costs of sales | $375 | $413 | $(38) | -9% | | Operating income and Net contribution to earnings | $105 | $120 | $(15) | -13% | - Western log sales decreased $28 million (12% volume decrease, 2% price decrease)[50] - Northern log sales decreased $12 million (43% volume decrease), primarily due to the sale of Michigan timberlands[50] - Southern log sales decreased $9 million (3% price decrease, 3% volume decrease)[50] Q1 2020 vs Q1 2019 Third-Party Log Sales Volumes and Fee Harvest Volumes (Thousands of Tons) | Metric | Q1 2020 | Q1 2019 | Change | | :--- | :--- | :--- | :--- | | Third-party log sales – tons | 6,333 | 6,913 | (580) | | Fee harvest volumes – tons | 8,826 | 9,504 | (678) | REAL ESTATE, ENERGY AND NATURAL RESOURCES Q1 2020 vs Q1 2019 Real Estate & ENR Segment Performance | Metric | Q1 2020 (Millions) | Q1 2019 (Millions) | Change (Millions) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net sales | $112 | $118 | $(6) | -5% | | Costs of sales | $70 | $56 | +$14 | +25% | | Net contribution to earnings | $36 | $55 | $(19) | -35% | - Net sales decreased primarily due to lower natural gas prices and decreased sales of energy right-of-ways[55] Q1 2020 vs Q1 2019 Real Estate Sales Statistics | Metric | Q1 2020 | Q1 2019 | Change | | :--- | :--- | :--- | :--- | | Acres sold | 44,974 | 38,834 | +6,140 | | Average price per acre | $1,992 | $2,424 | $(432) | WOOD PRODUCTS Q1 2020 vs Q1 2019 Wood Products Segment Performance | Metric | Q1 2020 (Millions) | Q1 2019 (Millions) | Change (Millions) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net sales | $1,235 | $1,094 | +$141 | +13% | | Costs of sales | $1,040 | $967 | +$73 | +8% | | Operating income and Net contribution to earnings | $134 | $69 | +$65 | +94% | - Structural lumber sales increased $64 million (8% increase in sales volumes, 6% increase in sales realizations)[58] - Oriented strand board sales increased $30 million (10% increase in sales realizations, 7% increase in sales volumes)[58] Q1 2020 vs Q1 2019 Wood Products Sales Volumes (Millions) | Product | Q1 2020 | Q1 2019 | Change | | :--- | :--- | :--- | :--- | | Structural lumber (board feet) | 1,222 | 1,133 | +89 | | Oriented strand board (square feet 3/8") | 770 | 717 | +53 | | Engineered solid section (cubic feet) | 5.9 | 5.2 | +0.7 | | Engineered I-joists (lineal feet) | 47 | 41 | +6 | | Softwood plywood (square feet 3/8") | 113 | 115 | (2) | | Medium density fiberboard (square feet 3/4") | 52 | 44 | +8 | UNALLOCATED ITEMS Q1 2020 vs Q1 2019 Net Charge to Earnings – Unallocated Items | Category | Q1 2020 (Millions) | Q1 2019 (Millions) | Change (Millions) | | :--- | :--- | :--- | :--- | | Unallocated corporate function and variable compensation expense | $(19) | $(19) | $— | | Liability classified share-based compensation | $10 | $(4) | +$14 | | Foreign exchange loss | $(8) | $(3) | $(5) | | Elimination of intersegment profit in inventory and LIFO | $(13) | $(5) | $(8) | | Other | $(5) | $(39) | +$34 | | Operating loss | $(35) | $(70) | +$35 | | Non-operating pension and other postretirement benefit costs | $(9) | $(470) | +$461 | | Interest income and other | $1 | $10 | $(9) | | Net charge to earnings | $(43) | $(530) | +$487 | - The decrease in net charge to earnings is primarily due to the absence of a $455 million noncash pension settlement charge recorded in Q1 2019[64] INTEREST EXPENSE - Interest expense, net of capitalized interest, was $85 million for Q1 2020, down from $107 million for Q1 2019[65] - The decrease is primarily due to the absence of a $12 million charge related to the early extinguishment of debt in Q1 2019[66] INCOME TAXES - The provision for income taxes was a $3 million benefit for Q1 2020, compared to a $104 million benefit for Q1 2019[67] - The decrease in income tax benefit is primarily due to the $110 million tax benefit recognized in Q1 2019 related to the noncash pension settlement charge[68] LIQUIDITY AND CAPITAL RESOURCES - Temporarily suspended the quarterly cash dividend to enhance and preserve liquidity due to uncertainty regarding the COVID-19 pandemic[70] - Reduced 2020 capital expenditures by approximately $90 million and operating expenses by approximately $55 million[70] - Increased cash on hand by $550 million through a precautionary draw on the revolving credit facility and issued $750 million of 4.00% senior notes[70][71] - Reduced salary for the CEO by 30%, senior management by 10%, and board fees by 20% for the remainder of the year[71] CASH FROM OPERATIONS - Consolidated net cash from operations was $86 million for Q1 2020, a significant increase from $(14) million for Q1 2019[72] - The increase is primarily due to increased cash inflows from business segments and decreases in cash paid for income taxes and interest[72] CASH FROM INVESTING ACTIVITIES - Consolidated net cash from investing activities was $441 million for Q1 2020, up from $212 million for Q1 2019[73] - The increase is primarily due to $145 million of proceeds from the sale of Montana timberlands and a $109 million increase in proceeds from VIEs[73][77] Q1 2020 vs Q1 2019 Capital Spending by Business Segment (Millions) | Segment | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Timberlands | $30 | $26 | | Wood Products | $38 | $30 | | Unallocated Items | $— | $3 | | Total | $68 | $59 | - Expected net capital expenditures for 2020 are approximately $270 million[74] CASH FROM FINANCING ACTIVITIES - Consolidated net cash from financing activities was $792 million for Q1 2020, a significant increase from $(273) million for Q1 2019[75] - The increase is primarily due to a $512 million decrease in cash used for payments of long-term debt and a $500 million increase in net cash from credit line borrowings[75] - Outstanding borrowings on the $1.5 billion revolving credit facility were $550 million as of March 31, 2020[76] - Issued $750 million of 4.00% notes due April 2030 in March 2020, with net proceeds of $732 million[78] - Cash dividends on common shares were $254 million for both Q1 2020 and Q1 2019[81] - No share repurchases occurred during Q1 2020, compared to $60 million in Q1 2019[82] PERFORMANCE MEASURES Adjusted EBITDA by Segment Q1 2020 vs Q1 2019 Adjusted EBITDA by Segment | Segment | Q1 2020 (Millions) | Q1 2019 (Millions) | Change (Millions) | | :--- | :--- | :--- | :--- | | Timberlands | $173 | $193 | $(20) | | Real Estate & ENR | $101 | $106 | $(5) | | Wood Products | $184 | $115 | +$69 | | Unallocated Items | $(45) | $(49) | +$4 | | Total Adjusted EBITDA | $413 | $365 | +$48 | - Adjusted EBITDA is a non-GAAP measure, defined as operating income adjusted for depreciation, depletion, amortization, basis of real estate sold, and special items[83] Net Earnings and Net Earnings per Diluted Share Before Special Items Q1 2020 vs Q1 2019 Net Earnings Before Special Items (Millions) | Metric | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Net earnings (loss) | $150 | $(289) | | Early extinguishment of debt charge | — | $9 | | Legal charge (benefit) | $(12) | $15 | | Pension settlement charge | — | $345 | | Net earnings before special items | $138 | $80 | Q1 2020 vs Q1 2019 Net Earnings per Diluted Share Before Special Items | Metric | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Net earnings (loss) per diluted share | $0.20 | $(0.39) | | Early extinguishment of debt charge | — | $0.01 | | Legal charge (benefit) | $(0.02) | $0.02 | | Pension settlement charge | — | $0.47 | | Net earnings per diluted share before special items | $0.18 | $0.11 | CRITICAL ACCOUNTING POLICIES - There have been no significant changes during Q1 2020 to the critical accounting policies presented in the 2019 Annual Report[90] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This section discloses the company's exposure to market risks, specifically focusing on long-term indebtedness obligations LONG-TERM INDEBTEDNESS OBLIGATIONS Summary of Long-Term Indebtedness Principal Obligations as of March 31, 2020 (Millions) | Debt Type | 2021 | 2023 | Thereafter | Total | Fair Value | Average Interest Rate | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Fixed-rate debt | $719 | $1,876 | $4,074 | $6,669 | $7,233 | 5.77% | | Variable-rate debt | $— | $— | $225 | $225 | $225 | 2.59% | - Includes $569 million of principal outstanding on 4.70% notes due March 2021, which will be redeemed in May 2020[91] - The discontinuation of LIBOR is not expected to have a material adverse effect on the company's financial position or interest expense[79] ITEM 4. CONTROLS AND PROCEDURES This section confirms the effectiveness of disclosure controls and reports no material changes in internal control over financial reporting EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES - The company's principal executive officer and principal financial officer concluded that disclosure controls and procedures were effective as of March 31, 2020[93] CHANGES IN INTERNAL CONTROLS - No changes occurred in the company's internal control over financial reporting during Q1 2020 that have materially affected internal controls[94] PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS This section refers to Note 11, indicating no current proceedings are expected to have a material adverse effect on financial statements - Refer to Note 11: Legal Proceedings, Commitments and Contingencies for details[95] - No current legal proceedings are believed to have a material adverse effect on the Consolidated Balance Sheet, Consolidated Statement of Operations or Consolidated Statement of Cash Flows[29] ITEM 1A. RISK FACTORS This section highlights new risks related to the COVID-19 pandemic and its potential adverse effects on the company's business - Supplements and updates the risk factors in the 2019 Annual Report on Form 10-K[96] - New risks are related to COVID-19, which may adversely affect the business, results of operations, cash flows, and financial condition[97] - The extent of COVID-19's impact is highly uncertain and depends on future developments, potentially exacerbating other existing risks[97] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS The company did not repurchase any shares during Q1 2020 under its 2019 Repurchase Program - No share repurchases were made during Q1 2020[98] - The 2019 Repurchase Program authorizes the repurchase of up to $500 million of outstanding shares[98] ITEM 3. DEFAULTS UPON SENIOR SECURITIES This section states that there were no defaults upon senior securities during the reported period - No defaults upon senior securities[98] ITEM 4. MINE SAFETY DISCLOSURES This item is not applicable to the company - Not applicable[98] ITEM 5. OTHER INFORMATION This section indicates that no other information is reported under this item - None[98] ITEM 6. EXHIBITS This section lists various exhibits filed with the 10-Q report, including indentures, agreements, and XBRL documents - Includes Fifth Supplemental Indenture dated March 30, 2020, and Officers' Certificate (including Form of 4.0% Global Note due 2030)[99] - Lists various executive change in control and severance agreements, and the Amended and Restated Annual Incentive Plan for Salaried Employees[99] - Includes the Revolving Credit Facility Agreement dated January 29, 2020[99] - Contains XBRL Instance Document and Taxonomy Extension Schema, Calculation, Definition, Label, and Presentation Linkbase Documents[99] SIGNATURE The report is signed by the Vice President and Chief Accounting Officer on behalf of Weyerhaeuser Company - The report was signed by David M. Wold, Vice President and Chief Accounting Officer, on May 1, 2020[101]