8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 25, 2019

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)

Washington	1-4825	91-0470860
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

220 Occidental Avenue South

Seattle, Washington 98104-7800

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including area code:

(206) 539-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.25 per share	WY	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934:

☐	Emerging growth company
☐	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

TABLE OF CONTENTS

EXHIBIT 99.1

EXHIBIT 99.2

Section 2 - Financial Information

Item 2.02. Results of Operations and Financial Condition

On October 25, 2019, Weyerhaeuser Company issued a press release announcing its financial results for the quarter ended September 30, 2019. Copies of the press release and the exhibit thereto are furnished as Exhibit 99.1 and Exhibit 99.2 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.     The following items are furnished as exhibits to this report.

Exhibit No.	Description
99.1	Press release of Weyerhaeuser Company issued October 25, 2019 reporting results of operations for the quarter ended September 30, 2019.
99.2	Exhibit to press release of Weyerhaeuser Company issued October 25, 2019.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WEYERHAEUSER COMPANY
By:	/s/ David M. Wold
Name:	David M. Wold
Its:	Vice President and Chief Accounting Officer
	(Principal Accounting Officer)

Date: October 25, 2019

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of Weyerhaeuser Company issued October 25, 2019 reporting results of operations for the quarter ended September 30, 2019.
99.2	Exhibit to press release of Weyerhaeuser Company issued October 25, 2019.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

EX-99.1

EXHIBIT 99.1

For more information contact:	Analysts - Beth Baum (206) 539-3907
	Media - Nancy Thompson (919) 861-0342

Weyerhaeuser reports third quarter results

• Net earnings of $99 million, or $0.13 per diluted share

• Net earnings before special items of $59 million, or $0.08 per diluted share

• Announced agreement to sell 555,000 acres of Michigan timberlands for $300 million

SEATTLE (October 25, 2019) - Weyerhaeuser Company (NYSE: WY) today reported third quarter net earnings of$99 million, or 13 centsper diluted share, on net sales of $1.7 billion. This compares with net earnings of $255 million, or 34 centsper diluted share, on net sales of $1.9 billionfor the same period last year.

Excluding a net after-tax benefit of $40 million for special items, primarily relating to a product remediation insurance recovery, the company reported third quarter net earnings of $59 million, or eight centsper diluted share. This compares with net earnings before special items of $214 millionfor the same period last year and $123 million for the second quarter of 2019.

Adjusted EBITDA for the third quarter of 2019 was $308 millioncompared with $505 millionfor the same period last year and $343 million for the second quarter of 2019.

“In the third quarter, we again delivered strong operating performance despite challenging market conditions,” said Devin W. Stockfish, president and chief executive officer. “We also announced the pending sale of 555,000 acres in Michigan, which will further optimize our timberlands portfolio. Looking forward, we continue to expect that U.S. housing activity will follow a modest growth trajectory. We remain intently focused on achieving operational excellence in every aspect of our business and fully capitalizing on every available market opportunity to drive value for our shareholders.”

WEYERHAEUSER FINANCIAL HIGHLIGHTS	2019	2019	2018
(millions, except per share data)	Q2	Q3	Q3
Net sales	$1,692	$1,671	$1,910
Net earnings	$128	$99	$255
Net earnings per diluted share	$0.17	$0.13	$0.34
Weighted average shares outstanding, diluted	746	747	757
Net earnings before special items(1)(2)	$123	$59	$214
Net earnings per diluted share before special items(1)	$0.16	$0.08	$0.28
Adjusted EBITDA(1)	$343	$308	$505

(1) Net earnings before special items is a non-GAAP measure that management believes provides helpful context in understanding the company’s earnings performance. Additionally, Adjusted EBITDA 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, basis of real estate sold and special items. Net earnings before special items and Adjusted EBITDA should not be considered in isolation from, and are not intended to represent an alternative to, our GAAP results. Reconciliations of Net earnings before special items and Adjusted EBITDA to GAAP earnings are included within this release.

(2) Second quarter 2019 after-tax special items include a $5 million benefit from finalizing the noncash settlement charge incurred in first quarter 2019 related to the transfer of pension assets and liabilities through the purchase of a group annuity contract. Third quarter 2019 after-tax special items include a $51 million benefit related to a product remediation insurance recovery and an $11 million legal charge. Third quarter 2018 after-tax special items include a $41 million tax benefit related to a voluntary contribution to our US qualified pension plan.

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TIMBERLANDS

FINANCIAL HIGHLIGHTS	2019	2019
(millions)	Q2	Q3	Change
Net sales	$532	$523	($9)
Contribution to pretax earnings	$102	$72	($30)
Adjusted EBITDA	$175	$154	($21)

Q3 2019 Performance – In the West, average sales realizations for domestic and export logs declined and domestic sales volumes were seasonally lower. Log and haul costs increased as Western harvest activity shifted to higher elevation units. In the South, average sales realizations decreased slightly compared with the second quarter due to mix, and higher fee harvest volumes were partially offset by slightly higher forestry spending.

Q4 2019 Outlook – Weyerhaeuser expects fourth quarter earnings will be comparable with the third quarter and Adjusted EBITDA will be slightly lower. In the South, the company anticipates lower fee harvest volumes and slightly lower average log sales realizations. In the West, the company expects seasonally lower road and unit logging costs and modestly higher average domestic sales realizations, partially offset by lower log sales volumes.

In September 2019, the company announced an agreement to sell its 555,000 acres of Michigan timberlands. The transaction is subject to customary closing conditions and is expected to close in the fourth quarter of 2019.

REAL ESTATE, ENERGY & NATURAL RESOURCES

FINANCIAL HIGHLIGHTS	2019	2019
(millions)	Q2	Q3	Change
Net sales	$81	$69	($12)
Contribution to pretax earnings	$35	$32	($3)
Adjusted EBITDA	$71	$60	($11)

Q3 2019 Performance – Earnings and Adjusted EBITDA decreased due to lower real estate sales. The number of acres sold declined and the average price per acre increased due to geographic mix.

Q4 2019 Outlook – Weyerhaeuser anticipates fourth quarter earnings and Adjusted EBITDA will be lower than the third quarter. The company continues to expect full year 2019 Adjusted EBITDA for the segment will be approximately $270 million.

WOOD PRODUCTS

FINANCIAL HIGHLIGHTS	2019	2019
(millions)	Q2	Q3	Change
Net sales	$1,210	$1,204	($6)
Contribution to pretax earnings	$81	$143	$62
Pretax benefit for special items	$—	($68)	($68)
Contribution to pretax earnings before special items	$81	$75	($6)
Adjusted EBITDA	$128	$123	($5)

Q3 2019 Performance – Seasonally higher sales volumes for most products were more than offset by higher unit manufacturing costs, primarily due to scheduled downtime in engineered wood products and modest hurricane-related downtime in the company’s Southern lumber operations.

Average sales realizations for oriented strand board and lumber were comparable with the second quarter average, reflecting the company’s regional mix. Although the published North Central benchmark price for oriented strand board

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improved during the third quarter, published pricing for other regions trended lower. Similarly, third quarter price improvement for Southern yellow pine lumber trailed the benchmark Framing Lumber Composite.

Third quarter special items consist of a $68 million pretax benefit from product remediation insurance proceeds.

Q4 2019 Outlook – Weyerhaeuser anticipates fourth quarter earnings before special items and Adjusted EBITDA for Wood Products will be lower than the third quarter, but higher than the fourth quarter of 2018, before any improvement in average sales realizations. The company expects seasonally lower sales volumes across most products, higher Western log costs, and modest improvement in other operating costs.

ABOUT WEYERHAEUSER

Weyerhaeuser Company, one of the world's largest private owners of timberlands, began operations in 1900. We own or control approximately 12 million acres of timberlands in the U.S., and manage additional timberlands under long-term licenses in Canada. We manage these timberlands on a sustainablebasis in compliance with internationally recognized forestry standards. We are also one of the largest manufacturers of wood products. Our company is a real estate investment trust. In 2018, we generated $7.5 billion in net sales and employed approximately 9,300 people who serve customers worldwide. We are listed on the Dow Jones Sustainability North America Index. Our common stock trades on the New York Stock Exchange under the symbol WY. Learn more at www.weyerhaeuser.com.

EARNINGS CALL INFORMATION

Weyerhaeuser will hold a live conference call at 7 a.m. Pacific (10 a.m. Eastern) on October 25, 2019 to discuss third quarter results.

To access the live webcast and presentation online, go to the Investor Relations section on www.weyerhaeuser.com on October 25, 2019.

To join the conference call from within North America, dial 855-223-0757 (access code: 8899987) at least 15 minutes prior to the call. Those calling from outside North America should dial 574-990-1206 (access code: 8899987). Replays will be available for two weeks at 855-859-2056 (access code: 8899987) from within North America and at 404-537-3406 (access code: 8899987) from outside North America.

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FORWARD-LOOKING STATEMENTS

This news release contains statements concerning the company's future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, including with respect to the following: our earnings, earnings before special items, Adjusted EBITDA; average log sale realizations; log sale volumes; fee harvest volumes as well as road and logging costs in our timber business; sales volumes as well as log and manufacturing operating costs for Wood Products. These statements generally are identified by words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” and expressions such as “will be,” “will continue,” “will likely result,” and similar words and expressions. These statements are based on our current expectations and assumptions and are not guarantees of future performance. The realization of our expectations and the accuracy of our assumptions are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to:

• the effect of general economic conditions, including employment rates, interest rate levels, housing starts, availability of financing for home mortgages and strength of the U.S. dollar;

• market demand for our products, including market demand for our timberland properties with higher and better uses, which is related to, among other factors, the strength of the various U.S. business segments and U.S. and international economic conditions;

• changes in currency exchange rates, particularly the relative value of the U.S. dollar to the Japanese yen, the Chinese yuan and the Canadian dollar, and the relative value of the euro to the yen;

• restrictions on international trade and tariffs imposed on imports or exports;

• the availability and cost of shipping and transportation;

• economic activity in Asia, especially Japan and China;

• performance of our manufacturing operations, including maintenance and capital requirements;

• potential disruptions in our manufacturing operations;

• the level of competition from domestic and foreign producers;

• raw material availability and prices;

• the effect of weather;

• changes in global or regional climate conditions and governmental response to such changes;

• the risk of loss from fires, floods, windstorms, hurricanes, pest infestation and other natural disasters;

• energy prices;

• our operational excellence initiatives;

• the successful and timely execution and integration of our strategic acquisitions, including our ability to realize expected benefits and synergies, and the successful and timely execution of our strategic divestitures, each of which is subject to a number of risks and conditions beyond our control including, but not limited to, timing and required regulatory approvals;

• transportation and labor availability and costs;

• federal tax policies;

• the effect of forestry, land use, environmental and other governmental regulations;

• legal proceedings;

• performance of pension fund investments and related derivatives;

• the effect of timing of retirements and changes in the market price of our common stock on charges for share-based compensation;

• the accuracy of our estimates of costs and expenses related to contingent liabilities;

• changes in accounting principles; and

• other matters described under “Risk Factors” in our annual reports on Form 10-K, as well as those set forth from time to time in our other public statements and other reports and filings with the Securities and Exchange Commission.

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

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RECONCILIATION OF ADJUSTED EBITDA TO NET EARNINGS (LOSS)

We reconcile Adjusted EBITDA to net earnings (loss) for the consolidated company and to operating income (loss) for the business segments, as those are the most directly comparable U.S. GAAP measures for each.

The table below reconciles Adjusted EBITDA for the quarter ended June 30, 2019:

(millions)	Timberlands		Real Estate & ENR		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings										$	128
Interest expense, net of capitalized interest											91
Income taxes											(37	)
Net contribution to earnings (loss)	$	102	$	35	$	81	$	(36	)	$	182
Non-operating pension and other postretirement benefit costs(1)		—		—		—		10			10
Interest income and other		—		—		—		(6	)		(6	)
Operating income (loss)		102		35		81		(32	)		186
Depreciation, depletion and amortization		73		3		47		1			124
Basis of real estate sold		—		33		—		—			33
Adjusted EBITDA	$	175	$	71	$	128	$	(31	)	$	343

(1) Non-operating pension and other postretirement benefit costs includes a pretax special item consisting of a $6 million benefit from finalizing the noncash settlement charge incurred in first quarter 2019 related to the transfer of pension assets and liabilities through the purchase of a group annuity contract.

The table below reconciles Adjusted EBITDA for the quarter ended September 30, 2019:

(millions)	Timberlands		Real Estate & ENR		Wood Products			Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings											$	99
Interest expense, net of capitalized interest												91
Income taxes												3
Net contribution to earnings (loss)	$	72	$	32	$	143		$	(54	)	$	193
Non-operating pension and other postretirement benefit costs		—		—		—			15			15
Interest income and other		—		—		—			(6	)		(6	)
Operating income (loss)		72		32		143			(45	)		202
Depreciation, depletion and amortization		82		4		48			1			135
Basis of real estate sold		—		24		—			—			24
Special items included in operating income (loss)(1)		—		—		(68	)		15			(53	)
Adjusted EBITDA	$	154	$	60	$	123		$	(29	)	$	308

(1) Operating income (loss) includes pretax special items consisting of a $68 million product remediation insurance recovery and a $15 million legal charge.

5

The table below reconciles Adjusted EBITDA for the quarter endedSeptember 30, 2018:

(millions)	Timberlands		Real Estate & ENR		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings										$	255
Interest expense, net of capitalized interest											93
Income taxes(1)											(15	)
Net contribution to earnings (loss)	$	126	$	36	$	213	$	(42	)	$	333
Non-operating pension and other postretirement benefit costs		—		—		—		17			17
Interest income and other		—		—		—		(13	)		(13	)
Operating income (loss)		126		36		213		(38	)		337
Depreciation, depletion and amortization		80		4		37		1			122
Basis of real estate sold		—		46		—		—			46
Adjusted EBITDA	$	206	$	86	$	250	$	(37	)	$	505

(1) Income taxes includes a $41 million tax benefit related to our $300 million pension contribution. There were no pretax special items in third quarter 2018.

RECONCILIATION OF NET EARNINGS BEFORE SPECIAL ITEMS TO NET EARNINGS

We reconcile net earnings before special items to net earnings and net earnings per diluted share before special items to net earnings per diluted share, as those are the most directly comparable U.S. GAAP measures. We believe the measures provide meaningful supplemental information for investors about our operating performance, better facilitate period to period comparisons, and are widely used by analysts, lenders, rating agencies and other interested parties.

The table below reconciles net earnings before special items to net earnings:

	2019	2019	2018
(millions)	Q2	Q3	Q3
Net earnings	$128	$99	$255
Legal charge	—	11	—
Pension settlement charge	(5)	—	—
Product remediation recovery	—	(51)	—
Tax adjustment	—	—	(41)
Net earnings before special items	$123	$59	$214

The table below reconciles net earnings per diluted share before special items to net earnings per diluted share:

	2019	2019	2018
	Q2	Q3	Q3
Net earnings per diluted share	$0.17	$0.13	$0.34
Legal charge	—	0.02	—
Pension settlement charge	(0.01)	—	—
Product remediation recovery	—	(0.07)	—
Tax adjustment	—	—	(0.06)
Net earnings per diluted share before special items	$0.16	$0.08	$0.28

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EX-99.2

Weyerhaeuser Company Exhibit 99.2

Q3.2019 Analyst Package

Preliminary results (unaudited)

Consolidated Statement of Operations

	Q1			Q2			Q3						Year-to-Date
in millions	March 31, 2019			June 30, 2019			September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Net sales	$	1,643		$	1,692		$	1,671		$	1,910		$	5,006		$	5,840
Costs of sales		1,322			1,390			1,399			1,452			4,111			4,247
Gross margin		321			302			272			458			895			1,593
Selling expenses		21			21			20			20			62			66
General and administrative expenses		89			80			85			78			254			236
Research and development expenses		1			2			1			2			4			6
Product remediation recoveries, net		—			—			(68	)		—			(68	)		—
Other operating costs, net		36			13			32			21			81			68
Operating income		174			186			202			337			562			1,217
Non-operating pension and other postretirement benefit costs		(470	)		(10	)		(15	)		(17	)		(495	)		(54	)
Interest income and other		10			6			6			13			22			36
Interest expense, net of capitalized interest		(107	)		(91	)		(91	)		(93	)		(289	)		(278	)
Earnings (loss) before income taxes		(393	)		91			102			240			(200	)		921
Income taxes		104			37			(3	)		15			138			(80	)
Net earnings (loss)	$	(289	)	$	128		$	99		$	255		$	(62	)	$	841

Per Share Information

	Q1			Q2		Q3				Year-to-Date
	March 31, 2019			June 30, 2019		September 30, 2019		September 30, 2018		September 30, 2019			September 30, 2018
Earnings (loss) per share, basic and diluted	$	(0.39	)	$	0.17	$	0.13	$	0.34	$	(0.08	)	$	1.11
Dividends paid per common share	$	0.34		$	0.34	$	0.34	$	0.34	$	1.02		$	0.98
Weighted average shares outstanding (in thousands):
Basic		746,603			745,486		745,626		754,986		745,901			756,531
Diluted		746,603			746,232		746,514		757,389		745,901			759,116
Common shares outstanding at end of period (in thousands)		744,767			744,905		745,071		749,199		745,071			749,199

Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization (Adjusted EBITDA)

	Q1			Q2			Q3						Year-to-Date
in millions	March 31, 2019			June 30, 2019			September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Net earnings (loss)	$	(289	)	$	128		$	99		$	255		$	(62	)	$	841
Non-operating pension and other postretirement benefit costs		470			10			15			17			495			54
Interest income and other		(10	)		(6	)		(6	)		(13	)		(22	)		(36	)
Interest expense, net of capitalized interest		107			91			91			93			289			278
Income taxes		(104	)		(37	)		3			(15	)		(138	)		80
Operating income		174			186			202			337			562			1,217
Depreciation, depletion and amortization		123			124			135			122			382			361
Basis of real estate sold		48			33			24			46			105			80
Special items included in operating income		20			—			(53	)		—			(33	)		28
Adjusted EBITDA(1)	$	365		$	343		$	308		$	505		$	1,016		$	1,686

⁽¹⁾ Adjusted EBITDA 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, basis of real estate sold, and special items. Our definition of Adjusted EBITDA may be different from similarly titled measures reported by other companies. Adjusted EBITDA should not be considered in isolation from, and is not intended to represent an alternative to, our GAAP results.

Page 1 of 8

Weyerhaeuser Company Total Company Statistics

Q3.2019 Analyst Package

Preliminary results (unaudited)

Special Items Included in Net Earnings (Income Tax Affected)

	Q1			Q2			Q3						Year-to-Date
in millions	March 31, 2019			June 30, 2019			September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Net earnings (loss)	$	(289	)	$	128		$	99		$	255		$	(62	)	$	841
Early extinguishment of debt charge(1)		9			—			—			—			9			—
Environmental remediation charge		—			—			—			—			—			21
Legal charges		15			—			11			—			26			—
Pension settlement charges		345			(5	)		—			—			340			—
Product remediation recoveries, net		—			—			(51	)		—			(51	)		—
Tax adjustment		—			—			—			(41	)		—			(41	)
Net earnings before special items(2)	$	80		$	123		$	59		$	214		$	262		$	821

	Q1			Q2			Q3						Year-to-Date
	March 31, 2019			June 30, 2019			September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Net earnings (loss) per diluted share	$	(0.39	)	$	0.17		$	0.13		$	0.34		$	(0.08	)	$	1.11
Early extinguishment of debt charge(1)		0.01			—			—			—			0.01			—
Environmental remediation charge		—			—			—			—			—			0.03
Legal charges		0.02			—			0.02			—			0.04			—
Pension settlement charges		0.47			(0.01	)		—			—			0.46			—
Product remediation recoveries, net		—			—			(0.07	)		—			(0.07	)		—
Tax adjustment		—			—			—			(0.06	)		—			(0.06	)
Net earnings per diluted share before special items(2)	$	0.11		$	0.16		$	0.08		$	0.28		$	0.36		$	1.08

⁽¹⁾ During first quarter 2019, we recorded a $12 million pretax ($9 million after-tax) charge related to the early extinguishment of debt. This charge is included in Interest expense, net of capitalized interest in the Consolidated Statement of Operations.

⁽²⁾ Net earnings before special items is a non-GAAP measure that management believes provides helpful context in understanding the company’s earnings performance. Net earnings before special items should not be considered in isolation from, and is not intended to represent an alternative to, our GAAP results.

Selected Total Company Items

	Q1		Q2		Q3				Year-to-Date
in millions	March 31, 2019		June 30, 2019		September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Pension and postretirement costs:
Pension and postretirement service costs	$	8	$	8	$	8	$	10	$	24	$	28
Non-operating pension and other postretirement benefit costs		470		10		15		17		495		54
Total company pension and postretirement costs	$	478	$	18	$	23	$	27	$	519	$	82

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Weyerhaeuser Company

Q3.2019 Analyst Package

Preliminary results (unaudited)

Consolidated Balance Sheet

in millions	March 31, 2019		June 30, 2019		September 30, 2019		December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	259	$	212	$	153	$	334
Receivables, less discounts and allowances		398		408		368		337
Receivables for taxes		163		157		149		137
Inventories		451		425		393		389
Assets held for sale		—		—		251		—
Prepaid expenses and other current assets		141		132		141		152
Current restricted financial investments held by variable interest entities		362		362		362		253
Total current assets		1,774		1,696		1,817		1,602
Property and equipment, net		1,917		1,901		1,860		1,857
Construction in progress		102		134		187		136
Timber and timberlands at cost, less depletion		12,586		12,516		12,192		12,671
Minerals and mineral rights, less depletion		291		288		284		294
Deferred tax assets		18		33		31		15
Other assets		444		461		461		312
Restricted financial investments held by variable interest entities		—		—		—		362
Total assets	$	17,132	$	17,029	$	16,832	$	17,249
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	—	$	—	$	—	$	500
Current debt (nonrecourse to the company) held by variable interest entities		302		302		—		302
Borrowings on line of credit		245		140		440		425
Accounts payable		243		271		242		222
Accrued liabilities		411		510		487		490
Total current liabilities		1,201		1,223		1,169		1,939
Long-term debt, net		6,156		6,153		6,150		5,419
Deferred tax liabilities		34		17		25		43
Deferred pension and other postretirement benefits		542		515		506		527
Other liabilities		398		397		383		275
Total liabilities		8,331		8,305		8,233		8,203
Total equity		8,801		8,724		8,599		9,046
Total liabilities and equity	$	17,132	$	17,029	$	16,832	$	17,249

Page 3 of 8

Weyerhaeuser Company

Q3.2019 Analyst Package

Preliminary results (unaudited)

Consolidated Statement of Cash Flows

	Q1			Q2			Q3						Year-to-Date
in millions	March 31, 2019			June 30, 2019			September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Cash flows from operations:
Net earnings (loss)	$	(289	)	$	128		$	99		$	255		$	(62	)	$	841
Noncash charges to earnings (loss):
Depreciation, depletion and amortization		123			124			135			122			382			361
Basis of real estate sold		48			33			24			46			105			80
Deferred income taxes, net		(123	)		(43	)		2			86			(164	)		111
Pension and other postretirement benefits		478			18			23			27			519			82
Share-based compensation expense		9			7			7			13			23			31
Change in:
Receivables, less allowances		(77	)		(10	)		40			46			(47	)		(55	)
Receivables and payables for taxes		(31	)		6			7			(124	)		(18	)		(109	)
Inventories		(60	)		28			30			27			(2	)		(9	)
Prepaid expenses and other current assets		(5	)		8			2			(6	)		5			(7	)
Accounts payable and accrued liabilities		(82	)		127			(58	)		(63	)		(13	)		(133	)
Pension and postretirement benefit contributions and payments		(14	)		(13	)		(9	)		(323	)		(36	)		(355	)
Other		9			(17	)		(10	)		(19	)		(18	)		(18	)
Net cash from operations	$	(14	)	$	396		$	292		$	87		$	674		$	820
Cash flows from investing activities:
Capital expenditures for property and equipment	$	(41	)	$	(71	)	$	(87	)	$	(94	)	$	(199	)	$	(238	)
Capital expenditures for timberlands reforestation		(18	)		(13	)		(11	)		(11	)		(42	)		(45	)
Proceeds from note receivable held by variable interest entities		253			—			—			—			253			—
Other		18			1			1			(10	)		20			19
Net cash from investing activities	$	212		$	(83	)	$	(97	)	$	(115	)	$	32		$	(264	)
Cash flows from financing activities:
Cash dividends on common shares	$	(254	)	$	(253	)	$	(253	)	$	(256	)	$	(760	)	$	(741	)
Net proceeds from issuance of long-term debt		739			—			—			—			739			—
Payments of long-term debt		(512	)		—			—			—			(512	)		(62	)
Proceeds from borrowings on line of credit		245			140			490			—			875			—
Payments on line of credit		(425	)		(245	)		(190	)		—			(860	)		—
Payments on debt held by variable interest entities		—			—			(302	)		—			(302	)		—
Proceeds from exercise of stock options		2			2			4			4			8			52
Repurchases of common shares		(60	)		—			—			(273	)		(60	)		(273	)
Other		(8	)		(4	)		(3	)		—			(15	)		(8	)
Net cash from financing activities	$	(273	)	$	(360	)	$	(254	)	$	(525	)	$	(887	)	$	(1,032	)
Net change in cash and cash equivalents	$	(75	)	$	(47	)	$	(59	)	$	(553	)	$	(181	)	$	(476	)
Cash and cash equivalents at beginning of period		334			259			212			901			334			824
Cash and cash equivalents at end of period	$	259		$	212		$	153		$	348		$	153		$	348
Cash paid during the period for:
Interest, net of amount capitalized	$	127		$	59		$	124		$	113		$	310		$	285
Income taxes	$	50		$	1		$	(5	)	$	22		$	46		$	80

Page 4 of 8

Weyerhaeuser Company Timberlands Segment

Q3.2019 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations ⁽¹⁾

in millions	Q1.2019			Q2.2019			Q3.2019			Q3.2018			YTD.2019			YTD.2018
Sales to unaffiliated customers	$	431		$	401		$	398		$	459		$	1,230		$	1,425
Intersegment sales		125			131			125			128			381			409
Total net sales		556			532			523			587			1,611			1,834
Costs of sales		413			405			429			436			1,247			1,289
Gross margin		143			127			94			151			364			545
Selling expenses		1			—			—			1			1			2
General and administrative expenses		22			25			24			23			71			69
Research and development expenses		1			1			1			2			3			5
Other operating income, net		(1	)		(1	)		(3	)		(1	)		(5	)		(7	)
Operating income and Net contribution to earnings	$	120		$	102		$	72		$	126		$	294		$	476

⁽¹⁾ In January 2019, we changed the way we report our Canadian Forestlands operations, which are primarily operated to supply Weyerhaeuser’s Canadian Wood Products manufacturing facilities. As a result, we no longer report related intersegment sales in the Timberlands segment and we now record the minimal associated third-party log sales in the Wood Products segment. These collective transactions did not contribute any earnings to the Timberlands segment. We have conformed prior year presentations with the current year.

Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization⁽²⁾

in millions	Q1.2019		Q2.2019		Q3.2019		Q3.2018		YTD.2019		YTD.2018
Operating income	$	120	$	102	$	72	$	126	$	294	$	476
Depreciation, depletion and amortization		73		73		82		80		228		238
Adjusted EBITDA(2)	$	193	$	175	$	154	$	206	$	522	$	714

⁽²⁾ See definition of Adjusted EBITDA (a non-GAAP measure) on page 1.

Selected Segment Items

in millions	Q1.2019			Q2.2019			Q3.2019			Q3.2018			YTD.2019			YTD.2018
Total decrease (increase) in working capital(3)	$	(24	)	$	46		$	2		$	(32	)	$	24		$	(2	)
Cash spent for capital expenditures	$	(26	)	$	(25	)	$	(28	)	$	(25	)	$	(79	)	$	(82	)

⁽³⁾ Represents the change in prepaid assets, accounts receivable, accounts payable, accrued liabilities and log inventory for the Timberlands and Real Estate & ENR segments combined.

Segment Statistics⁽⁴⁾

		Q1.2019		Q2.2019		Q3.2019		Q3.2018		YTD.2019		YTD.2018
Third Party	Delivered logs:
Net Sales	West	$	205	$	194	$	172	$	238	$	571	$	766
(millions)	South		159		156		168		157		483		472
	North		29		17		24		25		70		70
	Total delivered logs		393		367		364		420		1,124		1,308
	Stumpage and pay-as-cut timber		9		10		10		13		29		39
	Recreational and other lease revenue		15		15		15		16		45		44
	Other revenue		14		9		9		10		32		34
	Total	$	431	$	401	$	398	$	459	$	1,230	$	1,425
Delivered Logs	West	$	106.92	$	104.07	$	99.07	$	125.67	$	103.50	$	129.91
Third Party Sales	South	$	35.35	$	35.45	$	35.03	$	34.88	$	35.27	$	34.75
Realizations (per ton)	North	$	59.68	$	62.10	$	57.35	$	60.97	$	59.37	$	62.00
Delivered Logs	West		1,920		1,864		1,729		1,897		5,513		5,900
Third Party Sales	South		4,499		4,400		4,795		4,521		13,694		13,591
Volumes (tons, thousands)	North		494		263		429		414		1,186		1,131
Fee Harvest Volumes	West		2,385		2,455		2,183		2,305		7,023		7,108
(tons, thousands)	South		6,492		6,367		6,802		6,478		19,661		19,859
	North		627		378		560		537		1,565		1,509

⁽⁴⁾ Western logs are primarily transacted in MBF but are converted to ton equivalents for external reporting purposes.

Page 5 of 8

Weyerhaeuser Company Real Estate, Energy & Natural Resources Segment

Q3.2019 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions	Q1.2019		Q2.2019		Q3.2019			Q3.2018		YTD.2019			YTD.2018
Net sales	$	118	$	81	$	69		$	96	$	268		$	205
Costs of sales		56		39		32			54		127			103
Gross margin		62		42		37			42		141			102
General and administrative expenses		7		7		6			6		20			19
Other operating income, net		—		—		(1	)		—		(1	)		—
Operating income and Net contribution to earnings	$	55	$	35	$	32		$	36	$	122		$	83

Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization⁽¹⁾

in millions	Q1.2019		Q2.2019		Q3.2019		Q3.2018		YTD.2019		YTD.2018
Operating income	$	55	$	35	$	32	$	36	$	122	$	83
Depreciation, depletion and amortization		3		3		4		4		10		11
Basis of real estate sold		48		33		24		46		105		80
Adjusted EBITDA(1)	$	106	$	71	$	60	$	86	$	237	$	174

⁽¹⁾ See definition of Adjusted EBITDA (a non-GAAP measure) on page 1.

Selected Segment Items

in millions

Q1.2019

Q2.2019

Q3.2019

Q3.2018

YTD.2019

YTD.2018

Cash spent for capital expenditures

$

—

$

—

$

—

$

—

$

—

$

—

Segment Statistics

		Q1.2019			Q2.2019			Q3.2019			Q3.2018			YTD.2019			YTD.2018
Net Sales	Real Estate	$	96		$	59		$	45		$	76		$	200		$	148
(millions)	Energy and Natural Resources		22			22			24			20			68			57
	Total	$	118		$	81		$	69		$	96		$	268		$	205
Acres Sold	Real Estate		38,834			47,031			18,057			61,681			103,922			99,742
Price per Acre	Real Estate	$	2,424		$	1,063		$	2,415		$	1,209		$	1,806		$	1,452
Basis as a Percent of Real Estate Net Sales	Real Estate		50	%		56	%		53	%		61	%		53	%		54	%

Page 6 of 8

Weyerhaeuser Company Wood Products Segment

Q3.2019 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations ⁽¹⁾

in millions	Q1.2019		Q2.2019		Q3.2019			Q3.2018		YTD.2019			YTD.2018
Net sales	$	1,094	$	1,210	$	1,204		$	1,355	$	3,508		$	4,210
Costs of sales		967		1,070		1,067			1,080		3,104			3,225
Gross margin		127		140		137			275		404			985
Selling expenses		19		20		20			18		59			61
General and administrative expenses		35		34		35			32		104			97
Research and development expenses		—		1		—			—		1			1
Product remediation recoveries, net		—		—		(68	)		—		(68	)		—
Other operating costs, net		4		4		7			12		15			14
Operating income and Net contribution to earnings	$	69	$	81	$	143		$	213	$	293		$	812

⁽¹⁾  In January 2019, we changed the way we report our Canadian Forestlands operations, which are primarily operated to supply Weyerhaeuser’s Canadian Wood Products manufacturing facilities. As a result, we now record the minimal associated third-party log sales in the Wood Products segment. These transactions do not contribute any earnings to the Wood Products segment. We have conformed prior year presentations with the current year.

Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization⁽²⁾

in millions	Q1.2019		Q2.2019		Q3.2019			Q3.2018		YTD.2019			YTD.2018
Operating income	$	69	$	81	$	143		$	213	$	293		$	812
Depreciation, depletion and amortization		46		47		48			37		141			109
Special items		—		—		(68	)		—		(68	)		—
Adjusted EBITDA(2)	$	115	$	128	$	123		$	250	$	366		$	921

⁽²⁾ See definition of Adjusted EBITDA (a non-GAAP measure) on page 1.

Segment Special Items Included in Net Contribution to Earnings (Pretax)

in millions	Q1.2019		Q2.2019		Q3.2019		Q3.2018		YTD.2019		YTD.2018
Product remediation recoveries, net	$	—	$	—	$	68	$	—	$	68	$	—

Selected Segment Items

in millions	Q1.2019			Q2.2019			Q3.2019			Q3.2018			YTD.2019			YTD.2018
Total decrease (increase) in working capital(3)	$	(155	)	$	75		$	32		$	71		$	(48	)	$	(152	)
Cash spent for capital expenditures	$	(30	)	$	(53	)	$	(65	)	$	(79	)	$	(148	)	$	(199	)

⁽³⁾ Represents the change in prepaid assets, accounts receivable, accounts payable, accrued liabilities and inventory for the Wood Products segment.

Segment Statistics

in millions, except for third party sales realizations		Q1.2019		Q2.2019		Q3.2019		Q3.2018		YTD.2019		YTD.2018
Structural Lumber	Third party net sales	$	444	$	495	$	487	$	581	$	1,426	$	1,831
(volumes presented	Third party sales realizations	$	392	$	388	$	389	$	491	$	390	$	511
in board feet)	Third party sales volumes(4)		1,133		1,274		1,253		1,184		3,660		3,585
	Production volumes		1,145		1,193		1,189		1,106		3,527		3,446
Engineered Solid	Third party net sales	$	116	$	134	$	138	$	132	$	388	$	400
Section	Third party sales realizations	$	2,218	$	2,214	$	2,188	$	2,208	$	2,206	$	2,150
(volumes presented	Third party sales volumes(4)		5.2		6.1		6.3		6.0		17.6		18.6
in cubic feet)	Production volumes		5.9		6.0		5.3		6.3		17.2		19.0
Engineered	Third party net sales	$	70	$	86	$	90	$	91	$	246	$	261
I-joists	Third party sales realizations	$	1,709	$	1,662	$	1,665	$	1,668	$	1,676	$	1,629
(volumes presented	Third party sales volumes(4)		41		52		54		54		147		160
in lineal feet)	Production volumes		44		47		48		46		139		154
Oriented Strand	Third party net sales	$	160	$	156	$	159	$	215	$	475	$	724
Board	Third party sales realizations	$	223	$	213	$	214	$	321	$	217	$	335
(volumes presented	Third party sales volumes(4)		717		733		740		669		2,190		2,162
in square feet 3/8")	Production volumes		729		736		747		665		2,212		2,146
Softwood Plywood	Third party net sales	$	44	$	44	$	42	$	53	$	130	$	158
(volumes presented	Third party sales realizations	$	383	$	380	$	346	$	439	$	369	$	446
in square feet 3/8")	Third party sales volumes(4)		115		115		121		122		351		355
	Production volumes		98		104		100		106		302		308
Medium Density	Third party net sales	$	38	$	45	$	44	$	48	$	127	$	138
Fiberboard	Third party sales realizations	$	846	$	833	$	831	$	828	$	836	$	835
(volumes presented	Third party sales volumes(4)		44		55		53		59		152		165
in square feet 3/4")	Production volumes		45		61		47		61		153		168

⁽⁴⁾ Volumes include sales of internally produced products and products purchased for resale primarily through our distribution business.

Page 7 of 8

Weyerhaeuser Company Unallocated Items

Q3.2019 Analyst Package

Preliminary results (unaudited)

Unallocated items are gains or charges not related to, or allocated to, an individual operating segment. They include all or a portion of items such as 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.

Contribution to Earnings

in millions	Q1.2019			Q2.2019			Q3.2019			Q3.2018			YTD.2019			YTD.2018
Unallocated corporate function and variable compensation expense	$	(19	)	$	(12	)	$	(19	)	$	(19	)	$	(50	)	$	(56	)
Liability classified share-based compensation		(4	)		—			(1	)		4			(5	)		2
Foreign exchange gain (loss)		(3	)		2			(1	)		(2	)		(2	)		(2	)
Elimination of intersegment profit in inventory and LIFO		(5	)		(5	)		6			—			(4	)		(18	)
Other, net		(39	)		(17	)		(30	)		(21	)		(86	)		(80	)
Operating income (loss)		(70	)		(32	)		(45	)		(38	)		(147	)		(154	)
Non-operating pension and other postretirement benefit costs		(470	)		(10	)		(15	)		(17	)		(495	)		(54	)
Interest income and other		10			6			6			13			22			36
Net contribution to earnings (loss)	$	(530	)	$	(36	)	$	(54	)	$	(42	)	$	(620	)	$	(172	)

Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization⁽¹⁾

in millions	Q1.2019			Q2.2019			Q3.2019			Q3.2018			YTD.2019			YTD.2018
Operating income (loss)	$	(70	)	$	(32	)	$	(45	)	$	(38	)	$	(147	)	$	(154	)
Depreciation, depletion and amortization		1			1			1			1			3			3
Special items		20			—			15			—			35			28
Adjusted EBITDA(1)	$	(49	)	$	(31	)	$	(29	)	$	(37	)	$	(109	)	$	(123	)

⁽¹⁾ See definition of Adjusted EBITDA (a non-GAAP measure) on page 1.

Unallocated Special Items Included in Net Contribution to Earnings (Pretax)

in millions	Q1.2019			Q2.2019		Q3.2019			Q3.2018		YTD.2019			YTD.2018
Environmental remediation insurance charge	$	—		$	—	$	—		$	—	$	—		$	(28	)
Legal charges		(20	)		—		(15	)		—		(35	)	—
Special items included in operating income (loss)		(20	)		—		(15	)		—		(35	)		(28	)
Pension settlement charges(2)		(455	)		6		—			—		(449	)	—
Special items included in net contribution to earnings (loss)	$	(475	)	$	6	$	(15	)	$	—	$	(484	)	$	(28	)

⁽²⁾ During first quarter 2019, we recorded a $455 million pretax noncash settlement charge related to the transfer of pension assets and liabilities through the purchase of a group annuity contract. This charge was updated based on final pension asset and liability amounts during second quarter 2019, resulting in a $6 million pretax benefit for the quarter and a net $449 million pretax charge for year-to-date 2019.

Unallocated Selected Items

in millions	Q1.2019			Q2.2019			Q3.2019			Q3.2018			YTD.2019			YTD.2018
Cash spent for capital expenditures	$	(3	)	$	(6	)	$	(5	)	$	(1	)	$	(14	)	$	(2	)

Page 8 of 8

XML

Document and Entity Information	Oct. 25, 2019
Document And Entity Information [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 25, 2019
Entity Registrant Name	WEYERHAEUSER COMPANY
Entity Central Index Key	0000106535
Entity Emerging Growth Company	false
Entity File Number	1-4825
Entity Incorporation State Country Code	WA
Entity Tax Identification Number	91-0470860
Entity Address Address Line1	220 Occidental Avenue South
Entity Address City Or Town	Seattle
Entity Address State Or Province	WA
Entity Address Postal Zip Code	98104-7800
City Area Code	(206)
Local Phone Number	539-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common Stock, par value $1.25 per share
Trading Symbol	WY
Name of each exchange on which registered	NYSE