858 Beatty Street Suite 501 Vancouver, B.C. Canada V6B 1C1 Telephone: (604) 895-2700 Fax: (604) 681-6061 NEWS RELEASE WEST FRASER TIMBER CO. LTD. ( WFT ) Monday, October 22, 2018 West Fraser Announces Third Quarter Results Vancouver, B.C. West Fraser Timber Co. Ltd. reports third quarter 2018 results: Third Quarter Highlights Strong operating cash flow and earnings despite lower lumber and panel prices Continued progress on finished goods inventory reduction Repurchased 3.5 million shares for $301 million at an average price of $85.96 Start up of new Opelika sawmill Nine Month Highlights The addition of six Gilman sawmills in September of 2017 as well as strong product pricing in first half 2018 contributes to 29% increase in sales and 73% increase in Adjusted EBITDA Cash flow from operations of $897 million year to date Two dividend increases representing an increase of 82% in the annual payout Quarter ending net debt to capital ratio of 11% and available liquidity of $838 million Results Compared to Previous Periods ($ millions except earnings per share ( EPS )) Q3-18 Q2-18 YTD-18 Q3-17 YTD-17 Sales 1,646 1,834 4,844 1,247 3,758 Adjusted EBITDA 1 446 593 1,418 269 819 Operating earnings 328 464 1,057 177 577 Earnings 238 346 781 120 389 Basic EPS ($) 3.25 4.52 10.30 1.53 4.97 Adjusted Earnings 1 275 397 903 150 458 Adjusted basic EPS ($) 1 3.76 5.19 11.91 1.93 5.87 1. In this News Release, reference is made to Adjusted EBITDA, Adjusted earnings and Adjusted basic EPS (collectively these measures ). We believe that, in addition to earnings, these measures are useful performance indicators. None of these measures is a generally accepted earnings measure under International Financial Reporting Standards ( IFRS ) and none has a standardized meaning prescribed by IFRS. Investors are cautioned that these measures should not be considered as an alternative to earnings, EPS or cash flow, as determined in accordance with IFRS. As there is no standardized method of calculating any of these measures, our method of calculating each of them may differ from the methods used by other entities and, accordingly, our use of any of these measures may not be directly comparable to similarly titled measures used by other entities. Refer to the tables in the section titled Non-IFRS Measures in our third quarter 2018 Management s Discussion & Analysis for details of these adjustments.
- 2 - Recent Developments Despite lower third quarter SPF and plywood prices, we produced results that, while off the record pace of the second quarter, were still significantly ahead of the third quarter of 2017. We continued to make progress on the reduction of finished goods inventories. We shipped 107 million board feet of lumber in excess of production during the quarter. We estimate that as of the end of the third quarter, we had approximately 40 million board feet of excess finished SPF inventory remaining to ship. The wildfire season in B.C. in 2018 set a new record in terms of hectares of land that were burned. Unlike 2017, it was not necessary for us to curtail any manufacturing operations due to the fires. However, logging and hauling operations were restricted which has impacted log inventory at a number of our mills. Log and contractor availability is expected to remain constrained which we expect to influence the trend of log price escalation in B.C. We continued our share buyback program in 2018. Since we commenced repurchasing shares in 2013 to return capital to shareholders, we have repurchased 15 million shares through October 19, 2018 at an average price of $65.78 representing 17 % of the outstanding shares at the time we started purchasing under our NCIB. Operational Results Our lumber segment generated operating earnings of $233 million (Q2-18 - $358 million) and Adjusted EBITDA of $339 million (Q2-18 - $468 million). The retreat from the second quarter s pricing and slightly lower shipment volumes in the current quarter were largely responsible for the reduction in earnings. Countervailing and antidumping duties charged in the quarter were $68 million, of which $58 million was recorded as export duties expense in the statement of earnings and $10 million was recorded as a long-term duty receivable on the balance sheet. On August 2, 2018 we started operations at our modernized Opelika sawmill. The new sawmill was completed in just under twelve months and was on time and on budget. We are now ramping up production and expect to realize approximately 100 Mmfbm of incremental production along with improvements in grade and recovery. Full operational run rates are expected to be realized by the third quarter of 2019. Ted Seraphim, CEO of West Fraser stated We are extremely pleased with the progress at Opelika. The project allowed us to leverage existing timber supply, residual offtake arrangements, workforce in place at the mill and expertise of our employees in the design and construction of the new sawmill. We see this project serving as a blueprint for success on future large-scale modernization projects in the U.S. South. Our panels segment generated operating earnings in the quarter of $31 million (Q2-18 - $52 million) and Adjusted EBITDA of $34 million (Q2-18 - $56 million). Moderation of plywood pricing and a reduction in shipments from clearing the backlog in the previous quarter impacted panel results. Our pulp & paper segment generated operating earnings of $65 million (Q2-18 - $56 million) and Adjusted EBITDA of $73 million (Q2-18 - $68 million). Production was higher in the quarter as we did not have any planned maintenance shut downs and our operational performance improved. Management s Discussion & Analysis ( MD&A ) The Company s MD&A is available on the Company s website: www.westfraser.com and on the System for Electronic Document Analysis and Retrieval at www.sedar.com under the Company s profile. The Company West Fraser is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips and energy with facilities in western Canada and the southern United States.
- 3 - Forward-Looking Statements This Report contains historical information, descriptions of current circumstances and statements about potential future developments. The latter, which are forward-looking statements, are presented to provide reasonable guidance to the reader but their accuracy depends on a number of assumptions and is subject to various risks and uncertainties. Forward-looking statements are included under the heading Recent Developments (relating to log and contractor availability). Actual outcomes and results will depend on a number of factors that could affect the ability of the Company to execute its business plans, including those matters described in the 2017 annual Management s Discussion & Analysis under Risks and Uncertainties, and may differ materially from those anticipated or projected. Accordingly, readers should exercise caution in relying upon forward-looking statements and the Company undertakes no obligation to publicly revise them to reflect subsequent events or circumstances, except as required by applicable securities laws. Conference Call Investors are invited to listen to the quarterly conference call on Tuesday, October 23, 2018 at 8:30 a.m. Pacific Time (11:30 a.m. Eastern Time) by dialing 1-888-390-0546 (toll- free North America). The call may also be accessed through West Fraser s website at www.westfraser.com.
- 4 - Management s Discussion and Analysis Introduction and Interpretation This discussion and analysis by West Fraser s management ( MD&A ) of the Company s financial performance during the third quarter of 2018 should be read in conjunction with the unaudited condensed consolidated interim financial statements and accompanying notes ( Financial Statements ) included in this quarterly report and the 2017 annual MD&A included in the Company s 2017 Annual Report. Dollar amounts are expressed in Canadian currency, unless otherwise indicated. The financial information contained in this MD&A has been prepared in accordance with International Financial Reporting Standards ( IFRS ) except as otherwise disclosed. This MD&A contains historical information, descriptions of current circumstances and statements about potential future developments and anticipated financial results. The latter, which are forward-looking statements, are presented to provide reasonable guidance to the reader but their accuracy depends on a number of assumptions and are subject to various risks and uncertainties. Forward-looking statements are included under the headings Recent Developments (concerning the impact of forest fires in British Columbia on lumber operations and log costs, impacts on production from a natural gas pipeline interruption and the impact of availability of transportation services on inventories), Discussion & Analysis of Non-Operational Items (concerning adjustments to duty rates), Discussion & Analysis by Product Segment (concerning refunds of newsprint duties), Business Outlook (concerning our operations, markets and cash flows), Operating Activities (concerning reduction of inventories and future tax payments) and Accounting Standards Issued but Not Yet Applied (concerning impact on consolidated Financial Statements). Actual outcomes and results of these statements will depend on a number of factors including those matters described under Risks and Uncertainties in the 2017 annual MD&A, and may differ materially from those anticipated or projected. Accordingly, readers should exercise caution in relying upon forward-looking statements and we undertake no obligation to publicly revise them to reflect subsequent events or circumstances except as required by applicable securities laws. Throughout this MD&A reference is made to Adjusted EBITDA, Adjusted earnings, Adjusted basic earnings per share and net debt to total capital ratio (collectively these measures ), calculated as shown under the heading Non-IFRS Measures in this report. We believe that, in addition to earnings, these measures are useful performance indicators. None of these measures is a generally accepted earnings measure under IFRS and none has a standardized meaning prescribed by IFRS. Investors are cautioned that these measures should not be considered as an alternative to earnings, earnings per share or cash flow, as determined in accordance with IFRS. As there is no standardized method of calculating any of these measures, our method of calculating each of them may differ from the methods used by other entities and, accordingly, our use of any of these measures may not be directly comparable to similarly titled measures used by other entities. This MD&A uses the following terms that are defined in the Company s 2017 Annual Report: SPF (spruce-pine-fir lumber), SYP (southern yellow pine lumber), MDF (medium density fibreboard), LVL (laminated veneer lumber), BCTMP (bleached chemithermomechanical pulp) and NBSK (northern bleached softwood kraft pulp). This MD&A includes references to benchmark prices over selected periods for products of the type produced by West Fraser. These benchmark prices are for specific products, dimensions or grades and do not necessarily reflect the prices obtained by West Fraser during those periods. This MD&A is dated October 22, 2018 and the information provided herein is provided as of such date unless otherwise indicated.
- 5 - Recent Developments Forest Fires in British Columbia The summer of 2018 was another year with significant outbreaks of wildfire in British Columbia. Although the wildfires did not significantly affect any of our facilities, we experienced some reductions in production due to evacuation alerts and logging activities were restricted in several areas. In addition, wet September weather has hampered logging activities and has resulted in lower than normal log inventory levels for this time of year. The Government of British Columbia continues to review the impact of the extensive wildfires of 2017 and 2018 on annual allowable harvest levels. It is still too early to gauge the long-term impact on our lumber operations in British Columbia. However, we expect that the timber losses from the forest fires will cause additional pressure on British Columbia log availability. Hurricanes in the U.S. South Our sawmill facility in Riegelwood, North Carolina was closed for two weeks due to Hurricane Florence resulting in 8 MMfbm of lost SYP lumber production. In October 2018, as a result of Hurricane Michael, it was necessary to reduce some shifts and undertake temporary mill shutdowns at a number of our facilities, resulting in 4 MMfbm of lost SYP lumber production. Both storms also affected log deliveries due to wet weather conditions which impacted logging and hauling operations. We did not sustain any significant damage to our facilities from these storms. Natural Gas Pipeline Interruption On October 9, 2018, a natural gas pipeline near Prince George, British Columbia ruptured which interrupted the supply of natural gas within the province and temporarily affected some of our operations. Until full supply is returned there is some risk of further interruptions. Transportation Update Transportation services were stable during the quarter resulting in consistent shipment volumes for most of our products compared to the previous quarter. Canadian lumber finished goods inventory continues to be above target levels and, subject to the continued availability of sufficient transportation services, we expect inventories to be in-line with target levels by year-end. Pension plan annuity purchase In October 2018, we entered into an annuity purchase agreement to settle approximately $335 million of our defined benefit obligations by purchasing annuities using our plan assets. This agreement will transfer the pension obligations of retired employees under certain pension plans to an insurance carrier. As part of the annuity purchase, we will contribute an additional $5 million to these plans in the fourth quarter. This is in addition to the first quarter of 2018 settlement of approximately $145 million of our defined benefit obligations by also purchasing annuities using our plan assets.
- 6 - Summary Information ($ millions except otherwise indicated) Q3-18 Q2-18 YTD-18 Q3-17 YTD-17 Sales 1,646 1,834 4,844 1,247 3,758 Adjusted EBITDA 446 593 1,418 269 819 Export duties (54) (68) (165) (31) (65) Equity-based compensation - (3) (8) (10) (26) Amortization (64) (58) (188) (51) (151) Operating earnings 328 464 1,057 177 577 Finance expense (10) (9) (28) (8) (23) Other (4) 10 15 (2) (3) Tax provision (76) (119) (263) (47) (162) Earnings 238 346 781 120 389 CAD$1.00 converted to US$ average 0.765 0.775 0.777 0.798 0.766 Selected Quarterly Information ($ millions, except earnings per share ( EPS ) amounts which are in $) Q3-18 Q2-18 Q1-18 Q4-17 Q3-17 Q2-17 Q1-17 Q4-16 Sales 1,646 1,834 1,364 1,376 1,247 1,322 1,189 1,107 Earnings 238 346 197 207 120 146 123 79 Basic EPS 3.25 4.52 2.53 2.66 1.53 1.86 1.58 1.01 Diluted EPS 2.99 4.52 2.53 2.66 1.53 1.86 1.58 1.01 Discussion & Analysis of Non-Operational Items Adjusted Earnings and Adjusted Basic Earnings Per Share ($millions except EPS amounts which are in $) Q3-18 Q2-18 YTD-18 Q3-17 YTD-17 Earnings 238 346 781 120 389 Adjustments: Export duties 54 68 165 31 65 Equity-based compensation - 3 8 10 26 Exchange (gain) loss on long-term financing 2 (2) (4) (5) (10) Net tax effect on the above adjustments (19) (18) (47) (6) (12) Adjusted earnings 275 397 903 150 458 Adjusted basic EPS 1 3.76 5.19 11.91 1.93 5.87 1. Adjusted basic EPS is calculated by dividing Adjusted earnings by the basic weighted average shares outstanding. We expensed $58 million of export duties related to SPF lumber in the quarter. This was offset by a $4 million export duty recovery for our jointly-owned newsprint operation as the U.S. International Trade Commission reversed the U.S. Department of Commerce decision to charge Canadian newsprint producers countervailing ( CVD ) and anti-dumping ( ADD ) duties on the basis that U.S. producers were not materially injured or threatened with material injury. We believe that the U.S allegations related to softwood lumber subsidies and dumping are unwarranted and that the rates applied will be adjusted upon review. See Softwood lumber dispute under the heading Recent Developments and Significant Management Judgments Affecting Financial Results in the 2017 annual MD&A included in the Company s 2017 Annual Report for further information. Our equity-based compensation includes our share purchase option, phantom share unit, and directors deferred share unit plans (collectively, the Plans ), all of which have been partially hedged by an equity derivative contract.
- 7 - The Plans and equity derivative contract are fair valued each quarter and the resulting expense or recovery is recorded over the vesting period. Our fair valuation models consider various factors with the most significant being the change in the market value of our shares from the beginning to the end of the relevant period. The expense or recovery does not necessarily represent the actual value which will ultimately be received by the holders of options and units. Any change in the value of the Canadian dollar relative to the value of the U.S. dollar results in the revaluation of our U.S. dollar denominated assets and liabilities. The result of these revaluations is included in other income in our earnings statement. The table above lists the exchange gains recorded on long-term financing during the periods presented. Exchange gains or losses realized on working capital are identified under Other Non-Operational Items below. Other Non-Operational Items Other income includes an exchange loss on working capital of $6 million compared to a gain of $5 million in the previous quarter and an exchange loss of $7 million in the third quarter of 2017. The results of the current quarter include a provision for income tax of $76 million compared to $119 million in the previous quarter and $47 million for the third quarter of 2017. The effective tax rate was 24% in the current quarter, 26% in previous quarter and 28% in the third quarter of 2017. The 2018 effective tax rate is lower than the rate in 2017 primarily due to the U.S. federal income tax rate reduction from 34% to 21%. Note 12 to the Financial Statements provides a reconciliation of income taxes calculated at the British Columbia statutory rate to the income tax provision. The funded position of our defined benefit pension plans and other retirement benefit plans is estimated at the end of each quarter. The funded position, as shown in Note 9 to the Financial Statements, is determined by subtracting the value of plan assets from the value of plan obligations. During the quarter, we recorded in other comprehensive earnings an after tax actuarial gain of $45 million compared to $10 million in the previous quarter and $39 million in the third quarter of 2017. The current quarter gain reflected an increase in the discount rate from 3.50% in the previous quarter to 3.75% in the current quarter, partially offset by the actual rate of return on assets being lower than the annual discount rate.
- 8 - Discussion & Analysis by Product Segment Lumber Segment Q3-18 Q2-18 YTD-18 Q3-17 YTD-17 SPF (MMfbm) Production 948 1,012 2,885 924 2,906 Shipments 1,027 1,083 2,847 934 2,810 SYP (MMfbm) Production 694 746 2,165 602 1,718 Shipments 722 757 2,166 621 1,694 Sales ($ millions) Lumber 1,068 1,234 3,131 782 2,343 Wood chips and other residuals 116 123 345 84 247 Logs and other 27 24 82 23 81 1,211 1,381 3,558 889 2,671 Adjusted EBITDA ($ millions) 339 467 1,088 195 626 Export duties (58) (66) (165) (31) (65) Amortization ($ millions) (48) (43) (143) (38) (112) Operating earnings ($ millions) 233 358 780 126 449 Adjusted EBITDA margin (%) 28 34 31 22 23 Benchmark prices (per Mfbm) SPF #2 & Better 2x4 1 - US$ 482 598 531 406 380 SPF #3 Utility 1 - US$ 388 459 407 326 315 SYP #2 West 2x4 2 - US$ 469 574 528 382 431 SPF #2 & Better 2x4 - CAD$ 3 630 772 684 509 497 SPF #3 Utility - CAD$ 3 507 593 524 408 412 SYP #2 West 2x4 - CAD$ 3 613 741 680 479 563 1. Source: Random Lengths Net FOB mill. 2. Source: Random Lengths Net FOB mill Westside. 3. Calculated by applying the average Canadian/U.S. dollar exchange rate for the period to the U.S. dollar benchmark price. Our operating earnings declined by $125 million from the previous quarter due primarily to lower lumber prices and lower shipments. Canadian shipment volumes were slightly below the previous quarter but ahead of current quarter production as we continue to progress toward reaching target lumber inventory levels. U.S. shipment volumes declined compared to the previous quarter in relation to reduced production. SPF production was lower compared to the previous quarter due primarily to wet weather and British Columbia fire related log shortages. U.S. production was also affected by weather related log shortages, lost production due to the hurricane related closure of our Riegelwood, North Carolina sawmill, as well as by the start up of the new Opelika sawmill on August 2, 2018. The old Opelika sawmill ran until July 27, 2018 and is currently being decommissioned. Operating earnings for the current quarter and first nine months of 2018 were higher than the comparative periods of 2017 primarily due to higher lumber prices. Also contributing to the increase were higher chip prices and the addition of operating earnings from the six Gilman sawmills that were acquired on August 31, 2017. Offsetting these positive factors were increased freight and Canadian log costs, the latter which were higher due to increased market-based stumpage rates in British Columbia and Alberta as well as higher prices for purchased logs in British Columbia. In addition, more export duties were expensed in the current year as export duty charges under the current softwood lumber dispute did not go into effect until April 28, 2017.
- 9 - Panels Segment Q3-18 Q2-18 YTD-18 Q3-17 YTD-17 Plywood (MMsf 3/8 basis) Production 204 216 628 205 629 Shipments 206 232 625 195 618 MDF (MMsf 3/4 basis) Production 66 55 177 55 135 Shipments 56 59 172 53 131 LVL (Mcf) Production 558 600 1,821 616 2,019 Shipments 497 594 1,673 653 1,975 Sales ($ millions) Finished products 163 193 504 163 428 Wood chips and other residuals 6 6 17 4 13 Logs and other 1 2 4 1 4 170 201 525 168 445 Adjusted EBITDA ($ millions) 34 56 118 48 89 Amortization ($ millions) (3) (4) (10) (3) (9) Operating earnings ($ millions) 31 52 108 45 80 Adjusted EBITDA margin (%) 20 26 22 29 20 Benchmark price Plywood (per Msf 3/8 basis) 1 - CAD$ 528 630 576 640 520 1. Source: Crow s Market Report Delivered Toronto. Our panels segment is comprised of our plywood, MDF and LVL operations. Operating earnings decreased in the quarter compared to the previous quarter due primarily to lower plywood prices and decreased shipment volumes for all products after overcoming the inventory backlog in the second quarter. In addition, the second quarter results included $3 million of insurance claim proceeds recorded as final settlement on business interruption claims relating to the 2017 British Columbia forest fires. Operating earnings decreased compared to the third quarter of 2017 primarily due to lower plywood prices and higher log costs. Operating earnings for the first nine months of 2018 were higher than the comparative period of 2017 due to improved plywood and MDF pricing but this was offset partially by increased log costs. LVL production was partially curtailed mid-september to match product demand. LVL is primarily used in new single-family home construction.
- 10 - Pulp & Paper Segment Q3-18 Q2-18 YTD-18 Q3-17 YTD-17 BCTMP (Mtonnes) Production 171 159 495 167 502 Shipments 176 169 503 139 502 NBSK (Mtonnes) Production 139 113 378 117 376 Shipments 128 123 378 121 390 Newsprint (Mtonnes) Production 30 30 87 31 92 Shipments 29 30 87 32 92 Sales ($ millions) 312 299 895 221 735 Adjusted EBITDA ($ millions) 73 68 211 30 112 Export duties 4 (2) - - - Amortization ($ millions) (12) (10) (33) (9) (28) Operating earnings ($ millions) 65 56 178 21 84 Adjusted EBITDA margin (%) 23 22 24 14 15 Benchmark price (per tonne) NBSK U.S. US$ 1,3 1,377 1,310 1,307 1,110 1,079 NBSK China US$ 2,3 887 910 902 670 662 Newsprint - US$ 4 715 695 684 575 575 NBSK U.S. - CAD$ 5 1,800 1,691 1,683 1,391 1,411 NBSK China CAD$ 5 1,159 1,175 1,161 839 865 Newsprint - CAD$ 5 935 897 881 720 752 1. Source: Resource Information Systems, Inc. U.S. list price delivered U.S. 2. Source: Resource Information Systems, Inc. China list price delivered China. 3. The differences between the U.S. and China NBSK list prices are largely attributable to the customary sales practice of applying material discounts from the U.S. list price for North American sales compared to relatively small discounts from the China list price for sales into China. 4. Source: Resource Information Systems, Inc. delivered 48.8 gram newsprint. 5. Calculated by applying the average Canadian/U.S. dollar exchange rate for the period to the U.S. dollar benchmark price. The pulp & paper segment is comprised of our NBSK, BCTMP and newsprint operations. Operating earnings increased compared to the previous quarter due to higher pulp prices, improved NBSK production and a reversal of newsprint export duties. Increased chip costs partially offset the production gains. NBSK production improved over the prior quarter due to improved reliability and no planned or unplanned shutdowns during the current quarter. Operating earnings increased in the quarter compared to the third quarter of 2017 due primarily to improved product prices. Hinton pulp mill s major maintenance shutdown occurred in the third quarter of 2017. This coupled with higher NBSK production in the current quarter, resulted in lower per unit manufacturing costs compared to the third quarter of 2017. This improvement was partially offset by increased chip costs. Operating earnings also increased in the first nine months of the year compared to the same period in the previous year reflecting improved pulp and newsprint prices partially offset by higher chip costs. In September 2018, the U.S. International Trade Commission reversed the U.S. Department of Commerce decision to charge Canadian newsprint producers CVD and ADD on the basis that U.S. producers were not materially injured or threatened with material injury. It is expected that the full amount of duty deposits collected will be refunded. As a result, in the quarter we have reversed $4 million of previously expensed newsprint export duties.
- 11 - Business Outlook Markets Our expectation is that annual demand for lumber in North America will continue to gradually increase. The incremental demand is expected to come from a continued slow improvement in rates of new home construction and growth in repair and renovation spending to maintain an aging U.S. housing stock. Demand from offshore markets remains stable and we expect the impact of tariffs on log and lumber exports to China to have limited effect on our results. Supply of lumber may be interrupted periodically by fires, weather events, transportation or other factors which can result in periods of lumber price volatility which can be significant. The major component of our panels segment is plywood which is sold mainly in Canada. Although demand for Canadian plywood has been strong over the past several years, various governments across Canada have taken steps to attempt to moderate housing markets which could dampen plywood demand. Recently there has been some softening in Canadian housing markets. MDF and LVL demand is heavily influenced by North American new home construction and we are expecting continuing moderate improvement in U.S. residential construction which should help maintain demand for these products. We are anticipating that pulp demand will continue to grow by approximately 2% into 2019 supporting a balanced scenario for supply and demand. Pulp demand will be heavily influenced by the pace of Chinese economic activity. Our pulp operations are based in Canada and should not be affected by tariffs on pulp exports to China. Operations Extreme weather along with transportation related curtailments have all impacted our ability to realize on our planned production volume increase. Anticipated production gains assume adequate demand and normal access to logs and transportation resources. The reduction of excess finished lumber inventory accumulated during the first quarter is expected to continue into the fourth quarter provided there continues to be available sufficient transportation services and no other issues are encountered. We expect continuing log cost escalation in the B.C. interior as increased lumber prices result in higher market-based stumpage fees and purchase wood costs increase due to the shortage of quality logs in certain timber basins. In addition, as the availability of timber becomes more constrained due to reductions in the Annual Allowable Cut from mountain pine beetle, and timber lost due to record fire seasons in 2017 and 2018, competition for an increasingly scarce timber resource is becoming more significant. In the near term, we expect to continue to see limited log cost inflation in the U.S. South. Availability of logging and transportation contractors continues to be a challenge in both Canada and the U.S. South. This coupled with wet weather has resulted in log shortages at some of our sites. In particular, our Canadian log inventory is lower than we would normally anticipate at this time of year, as we typically build log inventory to sustain us during the spring breakup. Our Quesnel BCTMP mill is scheduled to be shut down for approximately 10 days for a capital upgrade which is expected to reduce energy consumption. We do not have any major maintenance shutdowns scheduled at either of our NBSK mills for the balance of 2018. Improving mill reliability at these mills continues to be a key focus, particularly at our Hinton NBSK mill. Cash Flows We are anticipating levels of cash flows, taking into account duties on Canadian softwood lumber exports to the U.S., to support approximately $350 million of capital spending in 2018 as well as to continue to support dividend payments and share repurchases. We have paid a dividend in every quarter since we became a public company in 1986 and have increased the dividend three times since June of 2017. We expect to maintain our investment
- 12 - grade rating and intend to preserve sufficient liquidity to be able to take advantage of strategic growth opportunities that may arise. We are authorized under our normal course issuer bid ( NCIB ), which was renewed in September of 2018, to purchase up to 10% of the public float of Common shares and we will continue to consider share purchases with excess cash if we are satisfied that this will enhance shareholder value over the long term. Capital Structure and Liquidity Our capital structure consists of Common share equity and long-term debt. Our operating facilities include a $500 million committed revolving credit facility, a $32 million (US$25 million) demand line of credit dedicated to our U.S. operations and an $8 million demand line of credit dedicated to our jointly-owned newsprint operation. In addition, we have demand lines of credit totalling $70 million dedicated to letters of credit of which US$15 million is committed to our U.S. operations. These facilities are available to meet our funding requirements. On September 30, 2018, there were no funds drawn under our credit facilities. Letters of credit in the amount of $54 million were supported by our credit facilities, leaving $556 million of credit available for further use. Our outstanding Common share equity consists of 68,472,626 Common shares and 2,281,478 Class B Common shares for a total of 70,754,104 shares issued and outstanding as at October 19, 2018. On September 17, 2018 we renewed our NCIB allowing us to acquire an additional 5,524,048 Common shares for cancellation until the expiry of the bid on September 18, 2019. The following table shows our purchases under various NCIB programs, including a summary of all purchases since we began repurchasing under the program in 2013. Share Buybacks (number of common shares and price per share) NCIB period Common Shares Average Price September 17, 2017 to September 18, 2018 September 19 to December 31, 2017 85,094 $68.52 January 1 to September 18, 2018 5,905,360 $88.06 September 19, 2018 to September 18, 2019 September 19 to September 30, 2018 480,000 $77.92 October 1 to 19, 2018 812,526 $68.52 September 17, 2013 to October 19, 2018 15,110,564 $65.78 Each Class B Common share may be, at any time, exchanged for one Common share. The rights attached to the Common shares and Class B Common shares are equal in all other respects, including the right to dividends and the right to vote. The Common shares are listed and traded on the Toronto Stock Exchange under the symbol WFT while our Class B Common shares are not. Certain circumstances or corporate transactions may require the approval of the holders of our Common shares and Class B Common shares on a separate class by class basis. As of October 19, 2018, there were 1,323,953 share purchase options outstanding with exercise prices ranging from $12.36 to $85.40 per Common share. Our cash requirements, other than for operating purposes, are primarily for interest payments, repayment of debt, additions to property, plant, equipment and timber, acquisitions and payment of dividends. In normal business cycles and in years without a major acquisition or debt repayment, cash on hand and cash provided by operations have normally been sufficient to meet these requirements.
- 13 - Summary of Financial Position ($ millions, except as otherwise indicated) Q3-18 Q4-17 Q3-17 Cash 1 282 258 132 Current assets 1,395 1,291 1,108 Current liabilities 589 583 562 Ratio of current assets to current liabilities 2.4 2.2 2.0 Net debt 2 373 376 497 Shareholders equity 2,986 2,726 2,554 Net debt to total capital 3 11% 12% 16% 1. Cash consists of cash and short-term investments. 2. Total debt less deferred financing costs less cash plus cheques issued in excess of funds on deposit. 3. Non-IFRS measure. See Non-IFRS Measures in this MD&A. Debt Ratings We are rated by three leading rating agencies and their ratings as of September 30, 2018 are shown in the table below. All three ratings are considered investment grade. On July 10, 2018, Dominion Bond Rating Service changed our outlook from stable to positive. Agency Rating Outlook Dominion Bond Rating Service BBB(low) Positive Moody s Baa3 Stable Standard & Poor s BBB- Stable These ratings are not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the rating agencies.
- 14 - Selected Cash Flow Items ($ millions - cash provided by (used in)) Q3-18 Q2-18 YTD-18 Q3-17 YTD-17 Operating Activities Earnings 238 346 781 120 389 Amortization 64 58 188 51 151 Contributions to post-retirement plans, net of expense (8) (2) (19) 2 9 Tax payments, net of expense 11 41 (12) 40 103 Change in inventories 15 185 (28) 25 19 Change in receivables 89 (64) (33) 29 (56) Other (10) (9) 20 28 32 399 555 897 295 647 Financing Activities Debt and operating loans - (83) - 250 250 Finance expense paid (5) (12) (20) (1) (12) Common share repurchases (301) (210) (557) (17) (17) Dividends - (11) (23) (11) (22) (306) (316) (600) 221 199 Investing Activities Acquisition - - - (525) (525) Additions to capital assets (111) (69) (284) (90) (224) Other 2 2 6 2 6 (109) (67) (278) (613) (743) Increase (decrease) in cash (16) 172 19 (97) 103 Operating Activities We reduced lumber inventory during the quarter as we shipped more than we produced, but this was partially offset by the commencement of our Canadian winter log inventory build and escalating log costs in western Canada. The previous quarter s inventory reduction was due in part to the reduction of finished goods inventory and to the seasonal log inventory reduction that occurs because logging is curtailed in the spring due to wet ground conditions. Receivables decreased during the quarter primarily due to lower product pricing and lower shipment volumes for most products. We made tax payments of $65 million during the quarter compared to $78 million in the previous quarter. 2018 income tax instalments for our Canadian operations are based on our 2017 taxable earnings and as a result we may have a large payment due in February of 2019 as 2018 taxable earnings are on pace to be significantly higher than 2017. U.S. income tax instalments are due quarterly based on forecasted taxable earnings. Financing Activities We continue to purchase Common shares under our NCIB program returning an additional $301 million during the quarter (first nine months $557 million) to our shareholders. In addition, we increased our dividend from $0.15 per share to $0.20 per share during the quarter. This dividend was declared on September 6, 2018 but was not paid until October 9, 2018, resulting in a difference between cash dividends paid per our condensed consolidated statement of cash flows and cash dividends declared per our condensed consolidated statement of changes in shareholders equity.
- 15 - Investing Activities Additions to capital assets in the quarter include $86 million for the lumber segment, $4 million for the panels segment, $18 million for the pulp & paper segment and $3 million for our corporate segment. Non-IFRS Measures The following summarizes the Non-IFRS Measures we use in this MD&A. None of these measures is a generally accepted measure under IFRS and none has a standardized meaning prescribed by IFRS. Investors are cautioned that none of these measures should be considered as an alternative to earnings, earnings per share or cash flow, as determined in accordance with IFRS. As there is no standardized method of calculating any of these measures, our method of calculating each of them may differ from the methods used by other entities and, accordingly, our use of any of these measures may not be directly comparable to similarly titled measures used by other entities. Adjusted EBITDA ($ millions) Q3-18 Q2-18 YTD-18 Q3-17 YTD-17 Earnings 238 346 781 120 389 Add: Amortization 64 58 188 51 151 Finance expense 10 9 28 8 23 Tax provision 76 119 263 47 162 EBITDA 388 532 1,260 226 725 Add: Equity-based compensation - 3 8 10 26 Export duties 54 68 165 31 65 Other 4 (10) (15) 2 3 Adjusted EBITDA 446 593 1,418 269 819
- 16 - Adjusted EBITDA by Segment ($ millions) Q3-18 Q2-18 YTD-18 Q3-17 YTD-17 Lumber Earnings before tax 228 357 771 118 432 Add: Amortization 48 43 143 38 112 Finance expense 7 6 19 5 14 EBITDA 283 406 933 161 558 Add: Export duties 58 66 165 31 65 Other (2) (5) (10) 3 3 Adjusted EBITDA 339 467 1,088 195 626 Panels Earnings before tax 30 52 106 44 77 Add: Amortization 3 4 10 3 9 Finance expense 1-2 1 3 EBITDA 34 56 118 48 89 Add: Other - - - - - Adjusted EBITDA 34 56 118 48 89 Pulp & Paper Earnings before tax 61 56 175 16 73 Add: Amortization 12 10 33 9 28 Finance expense 3 2 7 2 6 EBITDA 76 68 215 27 107 Add: Export duties (4) 2 - - - Other 1 (2) (4) 3 5 Adjusted EBITDA 73 68 211 30 112 Corporate and Other Earnings before tax (5) - (8) (11) (31) Add: Amortization 1 1 2 1 2 Finance expense (1) 1 - - - EBITDA (5) 2 (6) (10) (29) Add: Equity-based compensation - 3 8 10 26 Other 5 (3) (1) (4) (5) Adjusted EBITDA - 2 1 (4) (8) Total Adjusted EBITDA 446 593 1,418 269 819
- 17 - Adjusted Earnings and Adjusted Basic Earnings Per Share ($ millions, except EPS) Q3-18 Q2-18 YTD-18 Q3-17 YTD-17 Earnings 238 346 781 120 389 Adjustments: Export duties 54 68 165 31 65 Equity-based compensation - 3 8 10 26 Exchange loss (gain) on long-term financing 2 (2) (4) (5) (10) Net tax effect on the above adjustments (19) (18) (47) (6) (12) Adjusted earnings 275 397 903 150 458 Adjusted basic EPS 1 3.76 5.19 11.91 1.93 5.87 1. Adjusted basic EPS is calculated by dividing Adjusted earnings by the basic weighted average shares outstanding. Net Debt to Total Capital Ratio ($ millions except where indicated) Q3-18 Q4-17 Q3-17 Net debt Cash and short-term investments (282) (258) (132) Deferred financing costs 1 (6) (7) (8) Long-term debt 661 641 637 373 376 497 Shareholders equity 2,986 2,726 2,554 Total capital 3,359 3,102 3,051 Net debt to total capital 11% 12% 16% 1. For our balance sheet presentation, these costs are applied to reduce the associated debt or, in instances when the operating loan is undrawn, these costs are included in other assets. New Accounting Pronouncements Adopted On January 1, 2018, we adopted IFRS 15 Revenue from Contracts with Customers and IFRS 9 Financial Instruments. Neither of these standards had a significant effect on our consolidated financial statements. Please see Note 3 of our Financial Statements for additional information. Accounting Standards Issued but Not Yet Applied IFRS 16 Leases IFRS 16 was issued in January 2016 and is effective for annual periods beginning on or after January 1, 2019 with earlier adoption permitted. The new standard replaces IAS 17 Leases and the related interpretations. IFRS 16 eliminates the classification of operating leases for a lessee. This standard establishes a single, on-balance sheet accounting model for lessees which will result in the recognition of a right-of-use asset and a lease liability. The nature of expenses related to those leases will change as IFRS 16 replaces the straight-line operating lease expense, currently reported under cost of products sold on our consolidated statement of earnings, with a depreciation charge for the right-of-use asset and a declining balance interest expense on the lease liability. We will apply IFRS 16 using the modified retrospective approach. Under this method, the right-of-use asset is recognized at the date of the initial application at an amount equal to the lease liability, using West Fraser s incremental borrowing rate at January 1, 2019. Comparative figures are not restated. We completed an initial assessment for the potential impact on our consolidated financial statements and anticipate that IFRS 16 will not have a significant impact on our consolidated financial statements.
- 18 - Significant Management Judgments Affecting Financial Results For a review of significant management judgments affecting financial results and critical accounting estimates, see the 2017 annual MD&A which is included in our 2017 Annual Report. Disclosure Controls and Procedures and Internal Control over Financial Reporting Our management, including our Chief Executive Officer and our Vice-President, Finance and Chief Financial Officer, acknowledge responsibility for the design of disclosure controls and procedures and internal controls over financial reporting. There has been no change in our internal controls over financial reporting during the three months ended September 30, 2018 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. Risks and Uncertainties For a review of the risks and uncertainties to which our Company is subject, see the 2017 annual MD&A which is included in our 2017 Annual Report. Additional Information Additional information relating to our Company, including our Company s Annual Information Form, is available on SEDAR at www.sedar.com.
- 19 - West Fraser Timber Co. Ltd. Condensed Consolidated Balance Sheets (in millions of Canadian dollars, except where indicated - unaudited) Assets Current assets Cash and short-term investments 282 September 30 December 31 2018 2017 $ $ 258 Receivables 389 352 Inventories (note 6) 704 670 Prepaid expenses 20 11 1,395 1,291 Property, plant and equipment 2,009 1,892 Timber licences 518 533 Goodwill and other intangibles 747 731 Export duty deposits 70 37 Other assets 34 27 Deferred income tax assets 27 6 $ 4,800 $ 4,517 Liabilities Current liabilities Payables and accrued liabilities $ 497 $ 441 Income taxes payable 54 104 Reforestation and decommissioning obligations 38 38 589 583 Long-term debt (note 7) 657 636 Other liabilities (note 8) 265 347 Deferred income tax liabilities 303 225 1,814 1,791 Shareholders' Equity Share capital 503 549 Accumulated other comprehensive earnings 129 108 Retained earnings 2,354 2,069 2,986 2,726 $ 4,800 $ 4,517 Number of Common shares and Class B Common shares outstanding at October 19, 2018 was 70,754,104.
- 20 - West Fraser Timber Co. Ltd. Condensed Consolidated Statements of Changes in Shareholders' Equity (in millions of Canadian dollars, except where indicated - unaudited) July 1 to September 30 January 1 to September 30 2018 2017 2018 2017 Share capital Balance - beginning of period $ 528 $ 549 $ 549 $ 549 Common share repurchases (25) (2) (46) (2) Balance - end of period $ 503 $ 547 $ 503 $ 547 Accumulated other comprehensive earnings Balance - beginning of period $ 145 $ 129 $ 108 $ 150 Translation gain (loss) on foreign operations (16) (24) 21 (45) Balance - end of period $ 129 $ 105 $ 129 $ 105 Retained earnings Balance - beginning of period $ 2,361 $ 1,767 $ 2,069 $ 1,542 Actuarial gain on post-retirement benefits 45 39 52 6 Common share repurchases (276) (15) (511) (15) Earnings for the period 238 120 781 389 Dividends (14) (9) (37) (20) Balance - end of period $ 2,354 $ 1,902 $ 2,354 $ 1,902 Shareholders' Equity $ 2,986 $ 2,554 $ 2,986 $ 2,554
- 21 - West Fraser Timber Co. Ltd. Condensed Consolidated Statements of Earnings and Comprehensive Earnings (in millions of Canadian dollars, except where indicated - unaudited) July 1 to September 30 January 1 to September 30 2018 2017 2018 2017 Sales $ 1,646 $ 1,247 $ 4,844 $ 3,758 Costs and expenses Cost of products sold 943 775 2,700 2,313 Freight and other distribution costs 201 149 558 470 Export duties 54 31 165 65 Amortization 64 51 188 151 Selling, general and administration 56 54 168 156 Equity-based compensation - 10 8 26 1,318 1,070 3,787 3,181 Operating earnings 328 177 1,057 577 Finance expense (10) (8) (28) (23) Other (note 11) (4) (2) 15 (3) Earnings before tax 314 167 1,044 551 Tax provision (note 12) (76) (47) (263) (162) Earnings $ 238 $ 120 $ 781 $ 389 Earnings per share (dollars) (note 13) Basic $ 3.25 $ 1.53 $ 10.30 $ 4.97 Diluted $ 2.99 $ 1.53 $ 10.16 $ 4.97 Comprehensive earnings Earnings $ 238 $ 120 $ 781 $ 389 Other comprehensive earnings Translation gain (loss) on foreign operations (16) (24) 21 (45) Actuarial gain on post-retirement benefits 45 39 52 6 Comprehensive earnings $ 267 $ 135 $ 854 $ 350
- 22 - West Fraser Timber Co. Ltd. Condensed Consolidated Statements of Cash Flows (in millions of Canadian dollars, except where indicated - unaudited) July 1 to September 30 January 1 to September 30 2018 2017 2018 2017 Cash provided by operations Earnings $ 238 $ 120 $ 781 $ 389 Adjustments Amortization 64 51 188 151 Finance expense 10 8 28 23 Foreign exchange loss (gain) on long-term financing 2 (5) (4) (10) Export duty deposits (13) - (32) - Post-retirement expense 20 19 60 57 Contributions to post-retirement benefit plans (28) (17) (79) (48) Tax provision 76 47 263 162 Income taxes paid (65) (7) (275) (59) Other (12) (20) (5) (12) Changes in non-cash working capital Receivables 89 29 (33) (56) Inventories 15 25 (28) 19 Prepaid expenses 10 12 (10) (6) Payables and accrued liabilities (7) 33 43 37 399 295 897 647 Cash provided by (used for) financing Proceeds from long-term debt - 250-250 Financing fees paid - (2) - (2) Finance expense paid (5) (1) (20) (12) Common share repurchases (301) (17) (557) (17) Dividends - (9) (23) (20) (306) 221 (600) 199 Cash used for investing Acquisition - (525) - (525) Additions to capital assets (111) (90) (284) (224) Government assistance 4 1 5 2 Other (2) 1 1 4 (109) (613) (278) (743) Change in cash (16) (97) 19 103 Foreign exchange effect on cash (4) (2) 5 (6) Cash - beginning of period 302 231 258 35 Cash - end of period $ 282 $ 132 $ 282 $ 132 Cash consists of Cash and short-term investments $ 282 $ 132 Cheques issued in excess of funds on deposit - - $ 282 $ 132
- 23 - West Fraser Timber Co. Ltd. Notes to Condensed Consolidated Interim Financial Statements (figures are in millions of dollars, except where indicated - unaudited) 1. Nature of operations West Fraser Timber Co. Ltd. ( West Fraser, we, us or our ) is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips and energy with facilities in western Canada and the southern United States. Our executive office is located at 858 Beatty Street, Suite 501, Vancouver, British Columbia. West Fraser was formed by articles of amalgamation under the Business Corporations Act (British Columbia) and is registered in British Columbia, Canada. Our Common shares are listed for trading on the Toronto Stock Exchange under the symbol WFT. 2. Basis of presentation and statement of compliance These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting as issued by the International Accounting Standards Board and using the same accounting policies and methods of their application as the December 31, 2017 annual financial statements. These condensed consolidated interim financial statements should be read in conjunction with our 2017 annual consolidated financial statements. We have reclassified certain prior-year amounts to conform to current-year s presentation. 3. Changes in accounting standards IFRS 9 - Financial Instruments We have adopted IFRS 9 effective January 1, 2018 using the full retrospective method. The new standard for financial instruments, IFRS 9, replaces IAS 39 Financial Instruments: Recognition and Measurement. It makes changes to the previous guidance on the classification and measurement of financial assets and introduces an expected credit loss model for the impairment of financial assets. IFRS 9 also contains new requirements on the application of hedge accounting. The adoption of this standard had no significant impact on our consolidated financial statements and no retrospective adjustments were necessary. IFRS 15 - Revenue from Contracts with Customers We have adopted IFRS 15 effective January 1, 2018 using the full retrospective method. The new revenue standard, IFRS 15, replaces IAS 18 - Revenue, IAS 11 - Construction Contracts and the related interpretations. This standard addresses revenue recognition and establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity s contracts with customers. IFRS 15 requires that revenue is recognised at the transaction price when certain contractual obligations are met but with any variable consideration elements of the price recognized when it is highly probable that there will be no reversal of that revenue. The adoption of this standard had no significant impact on our consolidated financial statements and no retrospective adjustments were necessary.