WEYERHAEUSER CO - Quarter Report: 2019 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2019

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER: 1-4825

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in its charter)

Washington		91-0470860
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

220 Occidental Avenue South Seattle, Washington		98104-7800
(Address of principal executive offices)		(Zip Code)

(206) 539-3000

(Registrant’s telephone number, including area code)

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

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of October 21, 2019, 745,142,402 shares of the registrant’s common stock ($1.25 par value) were outstanding.

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS:
	CONSOLIDATED STATEMENT OF OPERATIONS	1
	CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME	2
	CONSOLIDATED BALANCE SHEET	3
	CONSOLIDATED STATEMENT OF CASH FLOWS	4
	CONSOLIDATED STATEMENT OF CHANGES IN EQUITY	5
	INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	6
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)	18
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	31
ITEM 4.	CONTROLS AND PROCEDURES	32

PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	32
ITEM 1A.	RISK FACTORS	32
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	32
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	32
ITEM 4.	MINE SAFETY DISCLOSURES	32
ITEM 5.	OTHER INFORMATION	32
ITEM 6.	EXHIBITS	33
	SIGNATURE	34

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	SEPTEMBER 2019			SEPTEMBER 2018			SEPTEMBER 2019			SEPTEMBER 2018
Net sales (Note 3)	$	1,671		$	1,910		$	5,006		$	5,840
Costs of sales		1,399			1,452			4,111			4,247
Gross margin		272			458			895			1,593
Selling expenses		20			20			62			66
General and administrative expenses		85			78			254			236
Research and development expenses		1			2			4			6
Product remediation recoveries, net (Note 15)		(68	)		—			(68	)		—
Other operating costs, net (Note 17)		32			21			81			68
Operating income		202			337			562			1,217
Non-operating pension and other postretirement benefit costs		(15	)		(17	)		(495	)		(54	)
Interest income and other		6			13			22			36
Interest expense, net of capitalized interest		(91	)		(93	)		(289	)		(278	)
Earnings (loss) before income taxes		102			240			(200	)		921
Income taxes (Note 18)		(3	)		15			138			(80	)
Net earnings (loss)	$	99		$	255		$	(62	)	$	841

Earnings (loss) per share, basic and diluted (Note 4)	$	0.13		$	0.34		$	(0.08	)	$	1.11
Weighted average shares outstanding (in thousands) (Note 4):
Basic		745,626			754,986			745,901			756,531
Diluted		746,514			757,389			745,901			759,116

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2019			SEPTEMBER 2018			SEPTEMBER 2019			SEPTEMBER 2018
Net earnings (loss)	$	99		$	255		$	(62	)	$	841
Other comprehensive income (loss):
Foreign currency translation adjustments		(6	)		15			19			(16	)
Changes in unamortized actuarial loss, net of tax expense of $8, $12, $128, and $94		25			38			398			291
Changes in unamortized net prior service credit, net of tax benefit of $0, $0, $0 and $1		—			(2	)		(1	)		(3	)
Total other comprehensive income		19			51			416			272
Total comprehensive income	$	118		$	306		$	354		$	1,113

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	SEPTEMBER 30, 2019			DECEMBER 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	153		$	334
Receivables, less discounts and allowances of $1 and $1		368			337
Receivables for taxes		149			137
Inventories (Note 5)		393			389
Assets held for sale (Note 16)		251			—
Prepaid expenses and other current assets		141			152
Current restricted financial investments held by variable interest entities (Note 6)		362			253
Total current assets		1,817			1,602
Property and equipment, less accumulated depreciation of $3,471 and $3,376		1,860			1,857
Construction in progress		187			136
Timber and timberlands at cost, less depletion		12,192			12,671
Minerals and mineral rights, less depletion		284			294
Deferred tax assets		31			15
Other assets		461			312
Restricted financial investments held by variable interest entities (Note 6)		—			362
Total assets	$	16,832		$	17,249
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt (Note 9)	$	—		$	500
Current debt (nonrecourse to the company) held by variable interest entities (Note 6)		—			302
Borrowings on line of credit (Note 9)		440			425
Accounts payable		242			222
Accrued liabilities (Note 8)		487			490
Total current liabilities		1,169			1,939
Long-term debt, net (Note 9)		6,150			5,419
Deferred tax liabilities		25			43
Deferred pension and other postretirement benefits (Note 7)		506			527
Other liabilities		383			275
Total liabilities		8,233			8,203
Commitments and contingencies (Note 11)
Equity:
Common shares: $1.25 par value; authorized 1,360 million shares; issued and outstanding: 745,071 thousand shares at September 30, 2019 and 746,391 thousand shares at December 31, 2018		931			933
Other capital		8,140			8,172
Retained earnings		264			1,093
Accumulated other comprehensive loss (Note 12)		(736	)		(1,152	)
Total equity		8,599			9,046
Total liabilities and equity	$	16,832		$	17,249

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2019			SEPTEMBER 2018
Cash flows from operations:
Net earnings (loss)	$	(62	)	$	841
Noncash charges (credits) to earnings (loss):
Depreciation, depletion and amortization		382			361
Basis of real estate sold		105			80
Deferred income taxes, net		(164	)		111
Pension and other postretirement benefits (Note 7)		519			82
Share-based compensation expense		23			31
Change in:
Receivables, less allowances		(47	)		(55	)
Receivables and payables for taxes		(18	)		(109	)
Inventories		(2	)		(9	)
Prepaid expenses and other current assets		5			(7	)
Accounts payable and accrued liabilities		(13	)		(133	)
Pension and postretirement benefit contributions and payments		(36	)		(355	)
Other		(18	)		(18	)
Net cash from operations		674			820
Cash flows from investing activities:
Capital expenditures for property and equipment		(199	)		(238	)
Capital expenditures for timberlands reforestation		(42	)		(45	)
Proceeds from note receivable held by variable interest entities (Note 6)		253			—
Other		20			19
Net cash from investing activities		32			(264	)
Cash flows from financing activities:
Cash dividends on common shares		(760	)		(741	)
Net proceeds from issuance of long-term debt (Note 9)		739			—
Payments on long-term debt (Note 9)		(512	)		(62	)
Proceeds from borrowings on line of credit (Note 9)		875			—
Payments on line of credit (Note 9)		(860	)		—
Payments on debt held by variable interest entities (Note 6)		(302	)		—
Proceeds from exercise of stock options		8			52
Repurchases of common shares (Note 4)		(60	)		(273	)
Other		(15	)		(8	)
Net cash from financing activities		(887	)		(1,032	)
Net change in cash and cash equivalents		(181	)		(476	)
Cash and cash equivalents at beginning of period		334			824
Cash and cash equivalents at end of period	$	153		$	348
Cash paid during the period for:
Interest, net of amount capitalized of $4 and $8	$	310		$	285
Income taxes	$	46		$	80

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(UNAUDITED)

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	SEPTEMBER 2019			SEPTEMBER 2018			SEPTEMBER 2019			SEPTEMBER 2018
Common shares:
Balance at beginning of period	$	931		$	947		$	933		$	944
Issued for exercised stock options and vested restricted stock units		—			1			1			4
Repurchases of common shares (Note 4)		—			(12	)		(3	)		(12	)
Balance at end of period		931			936			931			936
Other capital:
Balance at beginning of period		8,130			8,496			8,172			8,439
Issued for exercise of stock options		3			3			7			49
Repurchases of common shares (Note 4)		—			(279	)		(57	)		(279	)
Shared-based compensation		7			13			23			31
Other transactions, net		—			1			(5	)		(6	)
Balance at end of period		8,140			8,234			8,140			8,234
Retained earnings:
Balance at beginning of period		418			1,441			1,093			1,078
Net earnings (loss)		99			255			(62	)		841
Dividends on common shares		(253	)		(256	)		(760	)		(741	)
Adjustments related to accounting pronouncements and other		—			(1	)		(7	)		261
Balance at end of period		264			1,439			264			1,439
Accumulated other comprehensive loss:
Balance at beginning of period		(755	)		(1,603	)		(1,152	)		(1,562	)
Other comprehensive income		19			51			416			272
Adjustments related to accounting pronouncements and other		—			—			—			(262	)
Balance at end of period (Note 12)		(736	)		(1,552	)		(736	)		(1,552	)
Total equity:
Balance at end of period	$	8,599		$	9,057		$	8,599		$	9,057

Dividends paid per common share	$	0.34		$	0.34		$	1.02		$	0.98

See accompanying Notes to Consolidated Financial Statements.

INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:	BASIS OF PRESENTATION	7

NOTE 2:	BUSINESS SEGMENTS	7

NOTE 3:	REVENUE RECOGNITION	9

NOTE 4:	NET EARNINGS (LOSS) PER SHARE AND SHARE REPURCHASES	9

NOTE 5:	INVENTORIES	10

NOTE 6:	VARIABLE INTEREST ENTITIES	11

NOTE 7:	PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS	11

NOTE 8:	ACCRUED LIABILITIES	12

NOTE 9:	LONG-TERM DEBT AND LINE OF CREDIT	12

NOTE 10:	FAIR VALUE OF FINANCIAL INSTRUMENTS	12

NOTE 11:	LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES	13

NOTE 12:	ACCUMULATED OTHER COMPREHENSIVE LOSS	14

NOTE 13:	SHARE-BASED COMPENSATION	14

NOTE 14:	LEASES	15

NOTE 15:	PRODUCT REMEDIATION RECOVERIES, NET	16

NOTE 16:	ASSETS HELD FOR SALE	17

NOTE 17:	OTHER OPERATING COSTS, NET	17

NOTE 18:	INCOME TAXES	17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE QUARTERS AND YEAR-TO-DATE PERIODS ENDED SEPTEMBER 30, 2019 AND 2018

NOTE 1: BASIS OF PRESENTATION

Our consolidated financial statements provide an overall view of our results of operations, financial condition and cash flows. They include our accounts and the accounts of entities we control, including:

●	majority-owned domestic and foreign subsidiaries and

●	variable interest entities in which we are the primary beneficiary.

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

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

The accompanying unaudited Consolidated Financial Statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods presented. Except as otherwise disclosed in these Notes to Consolidated Financial Statements, such adjustments are of a normal, recurring nature. The Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial statements. Certain information and footnote disclosures normally included in our annual Consolidated Financial Statements have been condensed or omitted. These quarterly Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2018. Results of operations for interim periods should not necessarily be regarded as indicative of the results that may be expected for the full year.

NOTE 2: BUSINESS SEGMENTS

We are principally engaged in growing and harvesting timber; manufacturing, distributing, and selling products made from trees; maximizing the value of every acre we own through the sale of higher and better use (HBU) properties; and monetizing reserves of minerals, oil, gas, and other natural resources on our timberlands. Our business segments are categorized based primarily on products and services which include:

●	Timberlands – logs, timber and leased recreational access;

●	Real Estate & ENR – sales of HBU properties, rights to explore for and extract hard minerals, construction materials, oil and gas production, wind and solar; and

●	Wood Products – softwood lumber, engineered wood products, structural panels, medium density fiberboard and building materials distribution.

A reconciliation of our business segment information to the respective information in the Consolidated Statement of Operations is as follows:

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2019			SEPTEMBER 2018			SEPTEMBER 2019			SEPTEMBER 2018
Sales to unaffiliated customers:
Timberlands⁽¹⁾	$	398		$	459		$	1,230		$	1,425
Real Estate & ENR		69			96			268			205
Wood Products⁽¹⁾		1,204			1,355			3,508			4,210
		1,671			1,910			5,006			5,840
Intersegment sales:
Timberlands⁽¹⁾		125			128			381			409

Total sales		1,796			2,038			5,387			6,249
Intersegment eliminations⁽¹⁾		(125	)		(128	)		(381	)		(409	)
Total	$	1,671		$	1,910		$	5,006		$	5,840
Net contribution to earnings:
Timberlands	$	72		$	126		$	294		$	476
Real Estate & ENR		32			36			122			83
Wood Products		143			213			293			812
		247			375			709			1,371
Unallocated items⁽²⁾		(54	)		(42	)		(620	)		(172	)
Net contribution to earnings		193			333			89			1,199
Interest expense, net of capitalized interest		(91	)		(93	)		(289	)		(278	)
Earnings (loss) before income taxes		102			240			(200	)		921
Income taxes		(3	)		15			138			(80	)
Net earnings (loss)	$	99		$	255		$	(62	)	$	841

(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.

(2)

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.

NOTE 3: REVENUE RECOGNITION

A reconciliation of revenue recognized by our major products:

	QUARTER ENDED				YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2019		SEPTEMBER 2018		SEPTEMBER 2019		SEPTEMBER 2018
Net sales to unaffiliated customers:
Timberlands Segment
Delivered logs⁽¹⁾:
West
Domestic sales	$	86	$	125	$	291	$	398
Export grade sales		86		113		280		368
Subtotal West		172		238		571		766
South		168		157		483		472
North		24		25		70		70
Subtotal delivered logs sales		364		420		1,124		1,308
Stumpage and pay-as-cut timber		10		13		29		39
Recreational and other lease revenue		15		16		45		44
Other⁽²⁾		9		10		32		34
Net sales attributable to Timberlands segment		398		459		1,230		1,425
Real Estate & ENR Segment
Real estate		45		76		200		148
Energy and natural resources		24		20		68		57
Net sales attributable to Real Estate & ENR segment		69		96		268		205
Wood Products Segment
Structural lumber		487		581		1,426		1,831
Oriented strand board		159		215		475		724
Engineered solid section		138		132		388		400
Engineered I-joists		90		91		246		261
Softwood plywood		42		53		130		158
Medium density fiberboard		44		48		127		138
Complementary building products		162		152		466		449
Other⁽³⁾		82		83		250		249
Net sales attributable to Wood Products segment		1,204		1,355		3,508		4,210
Total net sales	$	1,671	$	1,910	$	5,006	$	5,840

(1)

In January 2019, we changed the way we report our Canadian Forestlands operations. We no longer report intersegment sales related to these operations in the Timberlands segment and now record the minimal associated third-party log sales within the Wood Products segment. Refer to Note 2: Business Segments for additional details.

(2)	Other Timberlands sales include seeds and seedlings from our nursery operations and chips.

(3)	Other Wood Products sales include chips, other byproducts and third-party residual log sales from our Canadian Forestlands operations.

NOTE 4: NET EARNINGS (LOSS) PER SHARE AND SHARE REPURCHASES

Our basic and diluted earnings (loss) per share were:

●	$0.13 during third quarter 2019 and $(0.08) during year-to-date 2019;

●	$0.34 during third quarter 2018 and $1.11 during year-to-date 2018.

Basic earnings per share is net earnings divided by the weighted average number of our outstanding common shares, including stock equivalent units where there is no circumstance under which those shares would not be issued. Diluted earnings per share is net earnings divided by the sum of the weighted average number of our outstanding common shares and the effect of our outstanding dilutive potential common shares.

	QUARTER ENDED				YEAR-TO-DATE ENDED
SHARES IN THOUSANDS	SEPTEMBER 2019		SEPTEMBER 2018		SEPTEMBER 2019		SEPTEMBER 2018
Weighted average common shares outstanding – basic		745,626		754,986		745,901		756,531
Dilutive potential common shares:
Stock options		396		1,370		—		1,560
Restricted stock units		357		629		—		570
Performance share units		135		404		—		455
Total effect of outstanding dilutive potential common shares		888		2,403		—		2,585
Weighted average common shares outstanding – dilutive		746,514		757,389		745,901		759,116

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

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

The following shares were not included in the computation of diluted earnings per share because they were either antidilutive or the required performance or market conditions were not met. Some or all of these shares may be dilutive potential common shares in future periods.

	QUARTER ENDED				YEAR-TO-DATE ENDED
SHARES IN THOUSANDS	SEPTEMBER 2019		SEPTEMBER 2018		SEPTEMBER 2019		SEPTEMBER 2018
Stock options		2,384		1,166		2,755		1,166
Restricted stock units		—		—		358		—
Performance share units		959		830		1,054		830

Share Repurchase Program

On February 7, 2019, our board of directors approved and announced a new share repurchase program (the 2019 Repurchase Program) under which we are authorized to repurchase up to $500 million of outstanding shares. Concurrently, the board terminated the remaining repurchase authorization under the share repurchase program approved by the board in November 2015.

During first quarter 2019, we repurchased over 2.3 million common shares for approximately $60 million under the 2019 Repurchase Program. We did not repurchase additional shares during second quarter or third quarter 2019. As of September 30, 2019, we had remaining authorization of approximately $440 million for future share repurchases.

All common share purchases under the share repurchase program are expected to be made in open-market transactions. We record share repurchases upon trade date as opposed to the settlement date when cash is disbursed. We record a liability for repurchases that have not yet been settled as of period end. There were no unsettled repurchases as of September 30, 2019 or December 31, 2018.

NOTE 5: INVENTORIES

Inventories include raw materials, work-in-process, finished goods, as well as materials and supplies.

DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2019		DECEMBER 31, 2018
LIFO inventories:
Logs	$	21	$	11
Lumber, plywood, panels and fiberboard		73		75
Other products		14		10
FIFO or moving average cost inventories:
Logs		20		35
Lumber, plywood, panels, fiberboard and engineered wood products		86		86
Other products		83		83
Materials and supplies		96		89
Total	$	393	$	389

LIFO – the last-in, first-out method – applies to major inventory products held at our U.S. locations. The FIFO – the first-in, first-out method – or moving average cost methods apply to the balance of our U.S. raw material and product inventories, all material and supply inventories and all foreign inventories. If we used FIFO for all LIFO inventories, our stated inventories would have been higher by $78 million as of September 30, 2019 and $79 million as of December 31, 2018.

NOTE 6: VARIABLE INTEREST ENTITIES

From 2002 through 2004, we sold certain nonstrategic timberlands. As a result of these sales, buyer-sponsored and monetization variable interest entities, or special purpose entities (SPEs), were formed. We are the primary beneficiary and consolidate the assets and liabilities of the SPEs involved in these transactions.

The assets of the buyer-sponsored SPEs are financial investments which consist of bank guarantees. These bank guarantees are in turn backed by bank notes, which are the liabilities of the monetization SPEs. Interest earned from the financial investments within the buyer-sponsored SPEs is used to pay interest accrued on the corresponding monetization SPE’s note.

During third quarter 2019, we paid $302 million related to liabilities from our monetized SPEs at maturity.

During first quarter 2019, we received $253 million in proceeds related to our buyer-sponsored SPEs at maturity.

During fourth quarter 2018, we paid $209 million related to liabilities from our monetized SPEs at maturity.

The financial investment related to our remaining buyer-sponsored SPE is $362 million, which is scheduled to mature in first quarter 2020. We have classified this in current assets on our Consolidated Balance Sheet.

NOTE 7: PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The components of net periodic benefit cost are:

	PENSION
	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2019			SEPTEMBER 2018			SEPTEMBER 2019			SEPTEMBER 2018
Service cost	$	8		$	10		$	24		$	28
Interest cost		39			58			122			177
Expected return on plan assets		(54	)		(100	)		(170	)		(300	)
Amortization of actuarial loss		27			56			85			169
Amortization of prior service cost		1			1			3			3
Settlement charge		—			—			449			—
Total net periodic benefit cost - pension	$	21		$	25		$	513		$	77

	OTHER POSTRETIREMENT BENEFITS
	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2019			SEPTEMBER 2018			SEPTEMBER 2019			SEPTEMBER 2018
Interest cost	$	2		$	2		$	5		$	5
Amortization of actuarial loss		1			2			5			6
Amortization of prior service credit		(1	)		(2	)		(4	)		(6	)
Total net periodic benefit cost - other postretirement benefits	$	2		$	2		$	6		$	5

For the periods presented, service cost is included in “Costs of sales,” “Selling expenses,” and “General and administrative expenses” with the remaining components included in “Non-operating pension and other postretirement benefit costs” in our Consolidated Statement of Operations.

Actions to Reduce Pension Plan Obligations

As part of our continued efforts to reduce pension plan obligations, we transferred approximately $1.5 billion of U.S. qualified pension plan assets and liabilities to an insurance company through the purchase of a group annuity contract in January 2019. In connection with this transaction, we recorded a noncash pretax preliminary settlement charge of $455 million during first quarter 2019, accelerating the recognition of previously unrecognized losses in “Accumulated other comprehensive loss”, that would have otherwise been recorded in subsequent periods. In second quarter 2019, we finalized the prior year-end fair value of pension plan assets and obligations, which reduced the settlement charge by $6 million for a final settlement charge of $449 million. Refer to “Fair Value of Pension Plan Assets and Obligations” below.

The settlement triggered a remeasurement of plan assets and liabilities. We updated the discount rate used to measure our projected benefit obligation for the U.S. qualified pension plan as of January 31, 2019 and to calculate the related net periodic benefit cost for the remainder of 2019 to 4.30 percent from 4.40 percent as of December 31, 2018. All other assumptions remain unchanged. The net effect of the remeasurement was a $24 million reduction in funded status, primarily driven by the decrease in discount rate. This change in funded status was reflected in our first quarter 2019 Consolidated Balance Sheet.

Fair Value of Pension Plan Assets and Obligations

We estimate the fair value of pension plan assets based upon the information available during the year-end reporting process. In some cases, primarily with regard to private equity funds, the information available consists of net asset values as of an interim date in addition to cash flows between the interim date and the end of the year and market events. We update the year-end estimated fair value of pension plan assets to incorporate year-end net asset values reflected in financial statements received after we have filed our Annual Report on Form 10-K.

During second quarter 2019, we recorded an increase to the beginning of year fair value of the pension assets of $16 million, or less than 1 percent. We also updated our census data that is used to estimate our beginning of the year projected benefit obligation for our pension plans, which resulted in a projected benefit obligation decrease of $6 million, or less than 1 percent. The net effect of these updates was a $22 million improvement in funded status as of December 31, 2018. This change in funded status was reflected in our second quarter 2019 Consolidated Balance Sheet.

Expected Funding and Benefit Payments

We do not anticipate being required to make a contribution to our U.S. qualified pension plan for 2019. For all other U.S. and Canadian pension and postretirement plans we expect to contribute or make benefit payments of approximately $40 million in 2019.

NOTE 8: ACCRUED LIABILITIES

Accrued liabilities were comprised of the following:

DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2019		DECEMBER 31, 2018
Compensation and employee benefit costs	$	161	$	192
Current portion of lease liabilities (Note 14)		34		—
Customer rebates, volume discounts and deferred income		113		99
Interest		73		109
Taxes payable		37		30
Other		69		60
Total	$	487	$	490

NOTE 9: LONG-TERM DEBT AND LINE OF CREDIT

In February 2019, we issued $750 million of 4.00 percent notes due in November 2029. The net proceeds after deducting the discount, underwriting fees and issuance costs were $739 million. In March 2019, a portion of the net proceeds was used to redeem our $500 million 7.38 percent note due in October 2019. A pretax charge of $12 million was included in "Interest expense, net of capitalized interest" in the Consolidated Statement of Operations in first quarter 2019, for make-whole premiums, unamortized debt issuance costs and unamortized debt discounts in connection with the early extinguishment of the $500 million note.

As of September 30, 2019 and December 31, 2018, we had $440 million and $425 million, respectively, of outstanding borrowings on our $1.5 billion five-year senior unsecured revolving credit facility. This credit facility expires in March 2022.

NOTE 10: FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair values and carrying values of our long-term debt and line of credit consisted of the following:

	SEPTEMBER 30, 2019				DECEMBER 31, 2018
DOLLAR AMOUNTS IN MILLIONS	CARRYING VALUE		FAIR VALUE (LEVEL 2)		CARRYING VALUE		FAIR VALUE (LEVEL 2)
Long-term debt (including current maturities) and line of credit⁽¹⁾:
Fixed rate	$	5,925	$	7,041	$	5,694	$	6,345
Variable rate		665		665		650		650
Total debt	$	6,590	$	7,706	$	6,344	$	6,995

(1)	Prior year balances exclude nonrecourse debt held by our Variable Interest Entities (VIEs). Refer to Note 6: Variable Interest Entities for further information on our VIEs and the related nonrecourse debt, which matured in third quarter 2019.

To estimate the fair value of fixed rate long-term debt we used the market approach, which is based on quoted market prices we received for the same types and issues of our debt.

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

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

Fair Value of Other Financial Instruments

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

NOTE 11: LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES

Legal Proceedings

We are party to various legal proceedings arising in the ordinary course of business. We are not currently a party to any legal proceeding that management believes could have a material adverse effect on our Consolidated Balance Sheet, Consolidated Statement of Operations, or Consolidated Statement of Cash Flows.

Environmental Matters

Site Remediation

Under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) – commonly known as the Superfund – and similar state laws, we:

●	are a party to various proceedings related to the cleanup of hazardous waste sites and

●	have been notified that we may be a potentially responsible party related to the cleanup of other hazardous waste sites for which proceedings have not yet been initiated.

As of September 30, 2019, our total accrual for future estimated remediation costs on the active Superfund sites and other sites for which we are potentially responsible was approximately $62 million. These amounts are recorded in "Accrued liabilities" and "Other liabilities" on our Consolidated Balance Sheet.

Asset Retirement Obligations

We have obligations associated with the future retirement of tangible long-lived assets consisting primarily of reforestation obligations related to forest management licenses in Canada and obligations to close and cap landfills. As of September 30, 2019, our accrued balance for these obligations was $29 million. These obligations are recorded in "Accrued liabilities" and "Other liabilities" on our Consolidated Balance Sheet.

Other Matters

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

NOTE 12: ACCUMULATED OTHER COMPREHENSIVE LOSS

Changes in amounts included in our accumulated other comprehensive loss by component are:

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2019			SEPTEMBER 2018			SEPTEMBER 2019			SEPTEMBER 2018
PENSION⁽¹⁾
Balance at beginning of period	$	(972	)	$	(1,803	)	$	(1,343	)	$	(1,810	)
Other comprehensive income (loss) before reclassifications		4			(7	)		(10	)		159
Amounts reclassified from accumulated other comprehensive loss to earnings⁽²⁾		21			41			406			128
Total other comprehensive income		25			34			396			287
Reclassification of certain effects due to tax law changes⁽³⁾		—			—			—		$	(246	)
Balance at end of period	$	(947	)	$	(1,769	)	$	(947	)	$	(1,769	)
OTHER POSTRETIREMENT BENEFITS⁽¹⁾
Balance at beginning of period	$	(18	)	$	(33	)	$	(19	)	$	(25	)
Amounts reclassified from accumulated other comprehensive loss to earnings⁽²⁾		—			2			1			1
Total other comprehensive income		—			2			1			1
Reclassification of certain effects due to tax law changes⁽³⁾		—			—			—		$	(7	)
Balance at end of period	$	(18	)	$	(31	)	$	(18	)	$	(31	)
TRANSLATION ADJUSTMENTS AND OTHER
Balance at beginning of period	$	235		$	233		$	210		$	273
Translation adjustments		(6	)		15			19			(16	)
Total other comprehensive income (loss)		(6	)		15			19			(16	)
Reclassification of accumulated unrealized gains on available-for-sale securities⁽⁴⁾		—			—			—			(9	)
Balance at end of period	$	229		$	248		$	229		$	248
Accumulated other comprehensive loss, end of period	$	(736	)	$	(1,552	)	$	(736	)	$	(1,552	)

(1)	Amounts presented are net of tax.

(2)	Amounts of actuarial loss and prior service (cost) credit are components of net periodic benefit cost (credit). See Note 7: Pension and Other Postretirement Benefit Plans.

(3)	We reclassified certain tax effects from tax law changes of $253 million from "Accumulated other comprehensive loss" to "Retained earnings" on our Consolidated Balance Sheet in accordance with ASU 2018-02 which we adopted in 2018.

(4)	We reclassified accumulated unrealized gains on available-for-sale securities of $9 million from "Accumulated other comprehensive loss" to "Retained earnings" on our Consolidated Balance Sheet in accordance with ASU 2016-01 which we adopted in 2018.

NOTE 13: SHARE-BASED COMPENSATION

Share-based compensation activity during year-to-date 2019 included the following:

SHARES IN THOUSANDS	GRANTED		VESTED
Restricted Stock Units (RSUs)		952		630
Performance Share Units (PSUs)		421		153

A total of 1.0 million shares of common stock were issued as a result of RSU vestings, PSU vestings and stock option exercises.

Restricted Stock Units

The weighted average fair value of the RSUs granted in 2019 was $25.75. The vesting provisions for RSUs granted in 2019 were consistent with prior year grants.

Performance Share Units

The weighted average grant date fair value of PSUs granted in 2019 was $29.66. The final number of shares granted in 2019 will range from 0 percent to 150 percent of each grant's target, depending upon actual company performance compared against the S&P 500 as well as an industry peer group. These measures are consistent with those utilized in prior year grants. The vesting provisions for PSUs granted in 2019 were consistent with prior year grants.

Weighted Average Assumptions Used in Estimating the Value of Performance Share Units Granted in 2019

		PERFORMANCE SHARE UNITS
Performance period		1/1/2019 – 12/31/2021
Valuation date average stock price⁽¹⁾		$25.83
Expected dividends		5.25%
Risk-free rate		2.43% – 2.55%
Expected volatility		22.50% – 27.40%

(1)	Calculated as an average of the high and low prices on grant date.

NOTE 14: LEASES

We account for leases in accordance with ASC Topic 842, Leases, which we adopted on January 1, 2019, using the modified retrospective transition approach at the beginning of the adoption period through a cumulative-effect adjustment to retained earnings. This adoption resulted in the recognition of right-of-use assets ("ROU assets") of $165 million and lease liabilities of $172 million, with the difference of $7 million recorded to "Retained earnings", on our Consolidated Balance Sheet on January 1, 2019.

The majority of our operating leases are related to our office and warehouse space, and the majority of our financing leases are related to vehicles and forklifts. Our leases have remaining lease terms of approximately 1 year to 25 years. Options to renew, extend or terminate a lease are reflected in our lease terms when we believe it is reasonably certain we will exercise that option. When our leases do not provide an implicit or an explicit interest rate, we use our incremental borrowing rate in determining the present value of lease payments.

Lease Expense

	QUARTER ENDED		YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2019		SEPTEMBER 2019
Operating lease costs	$	5	$	15
Financing lease costs⁽¹⁾		4		12
Total lease costs	$	9	$	27

Supplemental Cash Flow Information

	YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	15
Financing cash flows for financing leases⁽¹⁾	$	11
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases	$	5
Financing leases	$	5

(1)	Interest expense related to financing leases was immaterial during third quarter 2019 and year-to-date 2019.

Supplemental Balance Sheet Information Related to Leases

DOLLAR AMOUNTS IN MILLIONS		SEPTEMBER 30, 2019
LEASES	BALANCE SHEET CLASSIFICATION
Assets
Operating lease right-of-use assets	Other assets	$	123
Financing lease right-of-use assets	Property and equipment, less accumulated depreciation		31
Total leased assets		$	154
Liabilities
Current:
Operating lease liabilities	Accrued liabilities	$	20
Financing lease liabilities	Accrued liabilities		14
Noncurrent:
Operating lease liabilities	Other liabilities		106
Financing lease liabilities	Other liabilities		22
Total lease liabilities		$	162

Weighted Average Remaining Lease Term as of September 30, 2019

Operating leases		11 years
Financing leases		3 years

Weighted Average Discount Rate as of September 30, 2019

Operating leases			4.2	%
Financing leases			3.1	%

Maturities of Lease Liabilities as of September 30, 2019

DOLLAR AMOUNTS IN MILLIONS	OPERATING LEASES			FINANCING LEASES
2019	$	5		$	4
2020		20			13
2021		18			9
2022		17			7
2023		16			4
Thereafter		81			—
Total lease payments		157			37
Less: interest		(31	)		(1	)
Total present value of lease liabilities	$	126		$	36

Operating Lease Commitments as of December 31, 2018

DOLLAR AMOUNTS IN MILLIONS
2019	$	35
2020		29
2021		26
2022		24
2023		18
Thereafter		78

NOTE 15: PRODUCT REMEDIATION RECOVERIES, NET

In July 2017, we announced we were implementing a solution to address concerns regarding our TJI® Joists coated with our former Flak Jacket® Protection product. This issue was isolated to Flak Jacket product manufactured after December 1, 2016 and did not affect any of our other products. In

third quarter 2019, we received and recorded an insurance recovery of $68 million related to prior remediation efforts. The recovery is attributable to our Wood Products segment and was recorded in "Product remediation recoveries, net" on the Consolidated Statement of Operations.

NOTE 16: ASSETS HELD FOR SALE

On September 16, 2019, we announced an agreement to sell 555,000 acres of Michigan timberlands to Lyme Great Lakes Holding LLC, an affiliate of The Lyme Timber Company LP, for $300 million in cash. This transaction relates to the Timberlands segment and is subject to customary closing conditions, and is expected to close in fourth quarter 2019.

The sale of our Michigan timberlands is not considered a strategic shift that has, or will have, a major effect on our operations or financial results and therefore does not meet the requirements for presentation as discontinued operations in accordance with generally accepted accounting principles. However, the related assets have met the relevant criteria to be classified as held for sale in the current period Consolidated Balance Sheet. As of September 30, 2019, “Assets held for sale” had a balance of $251 million, which consisted primarily of timberlands and other related assets.

NOTE 17: OTHER OPERATING COSTS, NET

Other operating costs, net:

●	includes both recurring and occasional income and expense items and

●	can fluctuate from year to year.

Items Included in Other Operating Costs, Net

	QUARTER ENDED				YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2019		SEPTEMBER 2018		SEPTEMBER 2019		SEPTEMBER 2018
Foreign exchange losses, net	$	1	$	2	$	2	$	2
Litigation expense, net		25		10		59		23
Other, net		6		9		20		43
Total other operating costs, net	$	32	$	21	$	81	$	68

NOTE 18: INCOME TAXES

As a real estate investment trust (REIT), we generally are not subject to federal corporate income taxes on REIT taxable income that is distributed to shareholders. We are required to pay corporate income taxes on earnings of our wholly-owned Taxable REIT Subsidiaries (TRSs), which includes our Wood Products segment earnings and portions of our Timberlands and Real Estate & ENR segments' earnings.

The quarterly provision for income taxes is based on our current estimate of the annual effective tax rate and is adjusted for discrete taxable events that may occur during the quarter. Our 2019 estimated annual effective tax rate for our TRSs, excluding discrete items, is a 32.9 percent benefit. The estimated annual effective tax rate is a benefit due to a projected pretax loss at our TRSs and varies from the U.S. federal statutory tax rate of 21 percent, primarily due to state income tax benefits related to unitary state filings.

Significant discrete items excluded from the calculation of our effective tax rate include:

●	$109 million tax benefit related to the tax effects of the noncash pretax settlement charge recorded in connection with our U.S. pension plan. Refer to Note 7: Pension and Other Postretirement Benefit Plans for additional details.

●	$17 million tax expense related to the tax effects of an insurance recovery received in connection with prior product remediation efforts. Refer to Note 15: Product Remediation Recoveries, Net for additional details.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This report contains statements concerning our future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report. These forward-looking statements generally are identified by words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” and expressions such as “will be,” “will continue,” “will likely result,” and similar words and expressions. Forward-looking statements are based on our current expectations and assumptions and are not guarantees of future performance. The realization of our expectations and the accuracy of our assumptions are subject to a number of risks and uncertainties that could cause actual results to differ materially from the content of these forward-looking statements. These risks and uncertainties include, but are not limited to:

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

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

●	changes in currency exchange rates, 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;

●	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;

●	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;

●	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 employee 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 risks and uncertainties identified in our 2018 Annual Report on Form 10-K, which are incorporated herein by reference, as well as those set forth from time to time in our other public statements and other reports and filings with the SEC.

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

RESULTS OF OPERATIONS

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

●	Sales realizations for Timberlands and Wood Products refer to net selling prices. This includes selling price plus freight, minus normal sales deductions. Real Estate transactions are presented at the contract sales price before commissions and closing costs, net of any credits.

●	Net contribution to earnings does not include interest expense or income taxes.

ECONOMIC AND MARKET CONDITIONS AFFECTING OUR OPERATIONS

The demand for grade logs within our Timberlands segment is directly affected by production levels of domestic wood-based building products. The strength of the U.S. housing market strongly affects demand in our Wood Products segment, as does repair and remodeling activity. Our Timberlands segment, specifically the Western region, is also affected by export demand and trade policy. Japanese housing starts are a key driver of export log demand in Japan. The demand for pulpwood from our Timberlands segment is directly affected by the production of pulp, paper and oriented strand board as well as the demand for biofuels, such as pellets made from pulpwood.

During third quarter 2019, housing starts averaged approximately 1.28 million total units on a seasonally adjusted annual basis according to the U.S Census Bureau. This was a 2 percent increase over second quarter 2019. Single family starts averaged 901 thousand on a seasonally adjusted annual basis, which was 6 percent higher than second quarter 2019 and 3 percent higher than third quarter 2018. In contrast, more volatile multifamily starts decreased 7 percent from second quarter 2019 to 380 thousand on a seasonally adjusted annual basis but were 7 percent higher than third quarter 2018. We continue to expect full year 2019 U.S. housing starts will increase slightly over 2018. We attribute this continued improvement primarily to ongoing employment growth, strong consumer confidence and relatively low mortgage rates, which have declined significantly since peaking in late 2018 and remain affordable on a historic basis.

According to the Joint Center for Housing of Harvard University, the Leading Indicator of Remodeling Activity (LIRA) estimates that the year-over-year change in residential remodeling expenditures was an average increase of 7.2 percent during 2018 and expects an average increase of 4.5 percent during 2019.

In U.S. wood product markets, third quarter 2019 prices for most products improved from second quarter 2019. The Framing Lumber Composite price averaged $356/MBF in third quarter 2019, a 3 percent increase from second quarter 2019. Lumber products across the board saw price increases during third quarter 2019, however the magnitude of these improvements was differential by species. Douglas fir 2X4 green lumber increased by 21 percent, while Southern yellow pine 2x4 lumber increased 1 percent. The third quarter 2019 Oriented Strand Board Composite indicator price was comparable to second quarter 2019.

Douglas fir sawlog prices declined by 5 percent over second quarter 2019, which was directionally consistent with Western domestic log market pricing. In the South, log supply increased seasonally due to drier weather, and delivered sawlog prices decreased 1 percent compared to second quarter 2019.

Third quarter 2019 average export prices saw slight declines over second quarter 2019 pricing, falling 5 percent for China logs and 4 percent for Japan grade logs. Log inventories at Chinese ports decreased 21 percent in September 2019 compared to August 2019 as reported by International Wood Markets China Bulletin. Amidst the decline, North American Hemlock and Douglas fir volumes remained flat compared to the previous month’s volumes. Exchange rates also affect our export business to China. A weaker yuan relative to the U.S. dollar reduces the competitiveness of U.S. logs relative to those imported from other countries whose currencies have not appreciated in a similar manner. During third quarter 2019, the yuan weakened 3 percent relative to the U.S. dollar from 6.82 yuan per U.S. dollar average in second quarter 2019 to 7.01 yuan per U.S. dollar average in third quarter 2019.

In Japan, total housing starts for July and August 2019 declined 4.1 percent and 7.1 percent, respectively, compared to the same months in 2018. The decline in year over year housing starts for August correlates with the extreme weather that Japan experienced in the month. Starts also decreased in the key Post and Beam segment, falling 0.4 percent in July and 5.6 percent in August 2019 compared to the same months in 2018.

Our Real Estate & ENR segment is affected by the health of the U.S. economy and especially the U.S. housing sector of the economy. According to the Realtors Land Institute (RLI) of the National Association of Realtors (NAR), the dollar volume of rural properties sold, including timber, as well as per acre prices grew 2 percent on average in 2018. Additionally, RLI expects these trends to continue with prices and volumes of land transactions forecasted to rise 3 percent in 2019.

CONSOLIDATED RESULTS

How We Did Third Quarter 2019 and Year-to-Date 2019

	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED					AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	SEPTEMBER 2019		SEPTEMBER 2018		2019 VS. 2018			SEPTEMBER 2019			SEPTEMBER 2018		2019 VS. 2018
Net sales	$	1,671	$	1,910	$	(239	)	$	5,006		$	5,840	$	(834	)
Costs of sales		1,399		1,452		(53	)		4,111			4,247		(136	)
Operating income		202		337		(135	)		562			1,217		(655	)
Net earnings (loss)		99		255		(156	)		(62	)		841		(903	)
Earnings (loss) per share, basic and diluted		0.13		0.34		(0.21	)		(0.08	)		1.11		(1.19	)

Comparing Third Quarter 2019 with Third Quarter 2018

Net sales

Net sales decreased $239 million – 13 percent – primarily due to:

●	a $151 million decrease in Wood Products sales to unaffiliated customers, primarily attributable to decreased sales realizations across the majority of our product lines;

●	a $61 million decrease in Timberlands sales to unaffiliated customers, primarily attributable to decreased sales realizations and volumes in the West and

●	a $27 million decrease in Real Estate & ENR net sales to unaffiliated customers, primarily attributable to decreased acres sold.

Costs of sales

Costs of sales decreased $53 million – 4 percent – primarily due to decreased sales volumes within our Wood Products and Timberlands segments, and a decrease in acres sold in our Real Estate & ENR segment. Refer to additional analysis of fluctuations within our Timberlands, Real Estate, Energy and Natural Resources and Wood Products discussions below.

Operating income

Operating income decreased $135 million – 40 percent – primarily due to a $186 million decrease in consolidated gross margin, as described above.

This was partially offset by a $68 million product remediation insurance recovery (refer to Note 15: Product Remediation Recoveries, Net).

Net earnings

Net earnings decreased $156 million – 61 percent – primarily due to a $135 million decrease in operating income, as described above, as well as an $18 million change in income taxes resulting from a $3 million income tax charge for third quarter 2019 compared to a $15 million benefit for third quarter 2018 (refer to Income Taxes).

Comparing Year-to-Date 2019 with Year-to-Date 2018

Net sales

Net sales decreased $834 million – 14 percent – primarily due to:

●	a $702 million decrease in Wood Products sales to unaffiliated customers, primarily attributable to decreased sales realizations as well as decreased sales volumes across the majority of our product lines and

●	a $195 million decrease in Timberlands sales to unaffiliated customers, primarily attributable to decreased sales realizations and volumes in the West.

These were partially offset by a $63 million increase in Real Estate & ENR net sales to unaffiliated customers, primarily attributable to increased acres sold as well as increased average price per acre.

Costs of sales

Costs of sales decreased $136 million – 3 percent – primarily due to decreased sales volumes within our Wood Products and Timberlands segments, partially offset by higher per acre basis of real estate sold within our Real Estate & ENR segment. Refer to additional analysis of fluctuations within our Timberlands, Real Estate, Energy and Natural Resources and Wood Products discussions below.

Operating income

Operating income decreased $655 million – 54 percent – primarily due to a $698 million decrease in consolidated gross margin, as described above.

This was partially offset by a $68 million product remediation insurance recovery (refer to Note 15: Product Remediation Recoveries, Net).

Net earnings (loss)

Net earnings decreased $903 million – 107 percent – primarily due to:

●	a $655 million decrease in operating income, as described above;

●	a $441 million increase in non-operating pension and other postretirement benefit costs related to our 2019 pension settlement charge (refer to Note 7: Pension and Other Postretirement Benefit Plans);

●	a $14 million decrease in interest income and

●	an $11 million increase in interest expense (refer to Interest Expense).

These were partially offset by a $218 million change in income taxes resulting from a $138 million income tax benefit for year-to-date 2019 compared to an $80 million income tax charge for year-to-date 2018 (refer to Income Taxes).

TIMBERLANDS

How We Did Third Quarter 2019 and Year-to-Date 2019

	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2019		SEPTEMBER 2018		2019 VS. 2018			SEPTEMBER 2019		SEPTEMBER 2018		2019 VS. 2018
Net sales to unaffiliated customers:
Delivered logs:
West	$	172	$	238	$	(66	)	$	571	$	766	$	(195	)
South		168		157		11			483		472		11
North		24		25		(1	)		70		70		-
Subtotal delivered logs sales		364		420		(56	)		1,124		1,308		(184	)
Stumpage and pay-as-cut timber		10		13		(3	)		29		39		(10	)
Recreational and other lease revenue		15		16		(1	)		45		44		1
Other⁽¹⁾		9		10		(1	)		32		34		(2	)
Subtotal net sales to unaffiliated customers		398		459		(61	)		1,230		1,425		(195	)
Intersegment sales		125		128		(3	)		381		409		(28	)
Total sales	$	523	$	587	$	(64	)	$	1,611	$	1,834	$	(223	)
Costs of sales	$	429	$	436	$	(7	)	$	1,247	$	1,289	$	(42	)
Operating income and Net contribution to earnings	$	72	$	126	$	(54	)	$	294	$	476	$	(182	)

(1)	Other Timberlands sales includes seeds and seedlings from our nursery operations and chips.

Comparing Third Quarter 2019 with Third Quarter 2018

Net sales to unaffiliated customers

Net sales to unaffiliated customers decreased $61 million – 13 percent – primarily due to a $66 million decrease in Western log sales, attributable to a 21 percent decrease in log prices, as well as a 9 percent decrease in sales volumes.

Intersegment sales

Intersegment sales decreased $3 million – 2 percent – primarily due to a decrease in Western log prices, as discussed above.

Costs of sales

Costs of sales decreased $7 million – 2 percent – primarily due to a decrease in Western log prices and volumes, as discussed above, partially offset by an increase in Southern log volumes.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings decreased $54 million – 43 percent – primarily due to the change in gross margin, as discussed above.

Comparing Year-to-Date 2019 with Year-to-Date 2018

Net sales to unaffiliated customers

Net sales to unaffiliated customers decreased $195 million – 14 percent – primarily due to a $195 million decrease in Western log sales, attributable to a 20 percent decrease in log prices, as well as a 7 percent decrease in sales volumes.

Intersegment sales

Intersegment sales decreased $28 million – 7 percent – primarily due to a decrease in Western log prices, as discussed above.

Costs of sales

Costs of sales decreased $42 million – 3 percent – primarily due to a decrease in Western log prices and volumes, as discussed above, partially offset by an increase in Southern and Northern log volumes.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings decreased $182 million – 38 percent – primarily due to the change in gross margin, as discussed above.

Third-Party Log Sales Volumes and Fee Harvest Volumes

	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
VOLUMES IN THOUSANDS	SEPTEMBER 2019		SEPTEMBER 2018		2019 VS. 2018			SEPTEMBER 2019		SEPTEMBER 2018		2019 VS. 2018
Third-party log sales – tons:
West⁽¹⁾		1,729		1,897		(168	)		5,513		5,900		(387	)
South		4,795		4,521		274			13,694		13,591		103
North		429		414		15			1,186		1,131		55
Total		6,953		6,832		121			20,393		20,622		(229	)
Fee harvest volumes – tons:
West⁽¹⁾		2,183		2,305		(122	)		7,023		7,108		(85	)
South		6,802		6,478		324			19,661		19,859		(198	)
North		560		537		23			1,565		1,509		56
Total		9,545		9,320		225			28,249		28,476		(227	)

(1)	Western logs are primarily transacted in thousand board feet (MBF) but are converted to ton equivalents for external reporting purposes.

REAL ESTATE, ENERGY AND NATURAL RESOURCES

How We Did Third Quarter 2019 and Year-to-Date 2019

	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2019		SEPTEMBER 2018		2019 VS. 2018			SEPTEMBER 2019		SEPTEMBER 2018		2019 VS. 2018
Net sales:
Real estate	$	45	$	76	$	(31	)	$	200	$	148	$	52
Energy and natural resources		24		20		4			68		57		11
Total	$	69	$	96	$	(27	)	$	268	$	205	$	63
Costs of sales	$	32	$	54	$	(22	)	$	127	$	103	$	24
Net contribution to earnings	$	32	$	36	$	(4	)	$	122	$	83	$	39

The timing of real estate sales is a function of many factors, including the general state of the economy, demand in local real estate markets, the ability to obtain entitlements, the ability of buyers to obtain financing, the number of competing properties listed for sale, the seasonal nature of sales (particularly in the northern states), the plans of adjacent landowners, our expectation of future price appreciation, the timing of harvesting activities, and the availability of government and not-for-profit funding. In any period, the average sales price per acre will vary based on the location and physical characteristics of parcels sold.

Comparing Third Quarter 2019 with Third Quarter 2018

Net sales

Net sales decreased $27 million – 28 percent – primarily due to decreased acres sold, partially offset by increased average price per acre.

Costs of sales

Costs of sales decreased $22 million – 41 percent – primarily due to decreased acres sold, as discussed above.

Net contribution to earnings

Net contribution to earnings decreased $4 million – 11 percent – primarily due to the decrease in gross margin, as discussed above.

Comparing Year-to-Date 2019 with Year-to-Date 2018

Net sales

Net sales increased $63 million – 31 percent – primarily due to increased acres sold as well as increased average price per acre.

Costs of sales

Costs of sales increased $24 million – 23 percent – primarily due to higher per acre basis of real estate sold.

Net contribution to earnings

Net contribution to earnings increased $39 million – 47 percent – primarily due to increased gross margin, as discussed above.

REAL ESTATE SALES STATISTICS

	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
	SEPTEMBER 2019		SEPTEMBER 2018		2019 VS. 2018			SEPTEMBER 2019		SEPTEMBER 2018		2019 VS. 2018
Acres sold		18,057		61,681		(43,624	)		103,922		99,742		4,180
Average price per acre	$	2,415	$	1,209	$	1,206		$	1,806	$	1,452	$	354

WOOD PRODUCTS

How We Did Third Quarter 2019 and Year-to-Date 2019

	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2019		SEPTEMBER 2018		2019 VS. 2018			SEPTEMBER 2019		SEPTEMBER 2018		2019 VS. 2018
Net sales:
Structural lumber	$	487	$	581	$	(94	)	$	1,426	$	1,831	$	(405	)
Oriented strand board		159		215		(56	)		475		724		(249	)
Engineered solid section		138		132		6			388		400		(12	)
Engineered I-joists		90		91		(1	)		246		261		(15	)
Softwood plywood		42		53		(11	)		130		158		(28	)
Medium density fiberboard		44		48		(4	)		127		138		(11	)
Complementary building products		162		152		10			466		449		17
Other products produced⁽¹⁾		82		83		(1	)		250		249		1
Total	$	1,204	$	1,355	$	(151	)	$	3,508	$	4,210	$	(702	)
Costs of sales	$	1,067	$	1,080	$	(13	)	$	3,104	$	3,225	$	(121	)
Operating income and Net contribution to earnings	$	143	$	213	$	(70	)	$	293	$	812	$	(519	)

(1)	Other products produced includes sales of chips, other byproducts and third-party residual log sales from our Canadian Forestlands operations.

Comparing Third Quarter 2019 with Third Quarter 2018

Net sales

Net sales decreased $151 million – 11 percent – primarily due to:

•	a $94 million decrease in structural lumber sales attributable to a 21 percent decrease in realizations, partially offset by a 6 percent increase in sales volumes;

•	a $56 million decrease in oriented strand board sales attributable to a 33 percent decrease in realizations, partially offset by an 11 percent increase in sales volumes;

•	an $11 million decrease in softwood plywood sales attributable to a 21 percent decrease in realizations as well as a 1 percent decrease in sales volumes and

•	a $4 million decrease in medium density fiberboard sales attributable to a 10 percent decrease in sales volumes.

These decreases were partially offset by a $10 million increase in sales for complementary building products and a $6 million increase in sales for engineered solid section.

Costs of sales

Costs of sales decreased $13 million – 1 percent – primarily due to lower production costs across several product lines, partially offset by increased sales volumes.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings decreased $70 million – 33 percent – primarily due to the change in gross margin, as discussed above, partially offset by a $68 million increase in product remediation insurance recoveries recorded in third quarter 2019 with no similar activity for the same period in 2018 (refer to Note 15: Product Remediation Recoveries, Net).

Comparing Year-to-Date 2019 with Year-to-Date 2018

Net sales

Net sales decreased $702 million – 17 percent – primarily due to:

•	a $405 million decrease in structural lumber sales attributable to a 24 percent decrease in realizations, partially offset by a 2 percent increase in sales volumes;

•	a $249 million decrease in oriented strand board sales attributable to a 35 percent decrease in realizations, partially offset by a 1 percent increase in sales volumes;

•	a $28 million decrease in softwood plywood sales attributable to a 17 percent decrease in realizations as well as a 1 percent decrease in sales volumes;

•	a $15 million decrease in engineered I-joists sales attributable to an 8 percent decrease in sales volumes, partially offset by a 3 percent increase in realizations;

•	a $12 million decrease in engineered solid section sales attributable to a 5 percent decrease in sales volumes, partially offset by a 3 percent increase in realizations and

•	an $11 million decrease in medium density fiberboard sales attributable to an 8 percent decrease in sales volumes.

These decreases were partially offset by a $17 million increase in sales for complementary building products.

Costs of sales

Costs of sales decreased $121 million – 4 percent – primarily due to lower production costs across several product lines, partially offset by increased sales volumes.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings decreased $519 million – 64 percent – primarily due to the change in gross margin, as discussed above, partially offset by a $68 million increase in product remediation insurance recoveries recorded year-to-date 2019 with no similar net recoveries for the same period in 2018 (refer to Note 15: Product Remediation Recoveries, Net).

Third-Party Sales Volumes

	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
VOLUMES IN MILLIONS⁽¹⁾	SEPTEMBER 2019		SEPTEMBER 2018		2019 VS. 2018			SEPTEMBER 2019		SEPTEMBER 2018		2019 VS. 2018
Structural lumber – board feet		1,253		1,184		69			3,660		3,585		75
Oriented strand board – square feet (3/8”)		740		669		71			2,190		2,162		28
Engineered solid section – cubic feet		6.3		6.0		0.3			17.6		18.6		(1.0	)
Engineered I-joists – lineal feet		54		54		—			147		160		(13	)
Softwood plywood – square feet (3/8”)		121		122		(1	)		351		355		(4	)
Medium density fiberboard – square feet (3/4”)		53		59		(6	)		152		165		(13	)

(1)	Sales volumes include sales of internally produced products and products purchased for resale primarily through our distribution business.

PRODUCTION AND OUTSIDE PURCHASE VOLUMES

Outside purchase volumes are primarily purchased for resale through our distribution business. Production volumes are produced for sale through our own sales organizations and through our distribution business. Production of oriented strand board and engineered solid section are also used to manufacture engineered I-joists.

	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
VOLUMES IN MILLIONS	SEPTEMBER 2019		SEPTEMBER 2018		2019 VS. 2018			SEPTEMBER 2019		SEPTEMBER 2018		2019 VS. 2018
Structural lumber – board feet:
Production		1,189		1,106		83			3,527		3,446		81
Outside purchase		69		55		14			182		151		31
Total		1,258		1,161		97			3,709		3,597		112
Oriented strand board – square feet (3/8”):
Production		747		665		82			2,212		2,146		66
Outside purchase		93		82		11			262		292		(30	)
Total		840		747		93			2,474		2,438		36
Engineered solid section – cubic feet:
Production		5.3		6.3		(1.0	)		17.2		19.0		(1.8	)
Outside purchase		0.2		0.2		—			0.4		1.3		(0.9	)
Total		5.5		6.5		(1.0	)		17.6		20.3		(2.7	)
Engineered I-joists – lineal feet:
Production		47		46		1			139		154		(15	)
Outside purchase		4		4		—			8		11		(3	)
Total		51		50		1			147		165		(18	)
Softwood plywood – square feet (3/8”):
Production		100		106		(6	)		302		308		(6	)
Outside purchase		21		19		2			56		59		(3	)
Total		121		125		(4	)		358		367		(9	)
Medium density fiberboard – square feet (3/4"):
Production		47		61		(14	)		153		168		(15	)
Total		47		61		(14	)		153		168		(15	)

UNALLOCATED ITEMS

Net Contribution to Earnings (Loss) – Unallocated Items

	QUARTER ENDED						AMOUNT OF CHANGE			YEAR-TO-DATE ENDED						AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2019			SEPTEMBER 2018			2019 VS. 2018			SEPTEMBER 2019			SEPTEMBER 2018			2019 VS. 2018
Unallocated corporate function and variable compensation expense	$	(19	)	$	(19	)	$	—		$	(50	)	$	(56	)	$	6
Liability classified share-based compensation		(1	)		4			(5	)		(5	)		2			(7	)
Foreign exchange gain (loss)		(1	)		(2	)		1			(2	)		(2	)		—
Elimination of intersegment profit in inventory and LIFO		6			—			6			(4	)		(18	)		14
Other		(30	)		(21	)		(9	)		(86	)		(80	)		(6	)
Operating income (loss)		(45	)		(38	)		(7	)		(147	)		(154	)		7
Non-operating pension and other postretirement benefit costs		(15	)		(17	)		2			(495	)		(54	)		(441	)
Interest income and other		6			13			(7	)		22			36			(14	)
Net contribution to earnings (loss)	$	(54	)	$	(42	)	$	(12	)	$	(620	)	$	(172	)	$	(448	)

Comparing Third Quarter 2019 with Third Quarter 2018

Unallocated Items net contribution to earnings decreased $12 million – 29 percent – primarily due to a $7 million decrease in interest income and other related to reduced buyer-sponsored SPE receivables in third quarter 2019 as compared to third quarter 2018 (refer to Note 6: Variable Interest Entities for further details).

Comparing Year-to-Date 2019 with Year-to-Date 2018

Unallocated Items net contribution to earnings decreased $448 million – 260 percent – primarily due to an increase in non-operating pension and other postretirement benefit costs, which is primarily attributable to the $449 million noncash pretax pension settlement charge recorded during year-to-date 2019. The settlement charge is related to the transfer of pension assets and liabilities through the purchase of a group annuity contract (refer to Note 7: Pension and Other Postretirement Benefit Plans for further details).

INTEREST EXPENSE

Our interest expense, net of capitalized interest, was:

●	$91 million for third quarter 2019 and $289 million year-to-date 2019;

●	$93 million for third quarter 2018 and $278 million year-to-date 2018.

Interest expense decreased by $2 million compared to third quarter 2018 primarily due to the decreased weighted average interest rate on our debt portfolio, partially offset by an increase in average long-term debt principal outstanding.

Interest expense increased by $11 million compared to year-to-date 2018, primarily due to a $12 million charge related to the early extinguishment of debt recorded in first quarter 2019.

Refer to Note 9: Long-Term Debt and Line of Credit for further details.

INCOME TAXES

Our provision for income taxes was:

●	a $3 million expense for third quarter 2019 and a $138 million benefit year-to-date 2019;

●	a $15 million benefit for third quarter 2018 and an $80 million expense year-to-date 2018.

Our provision for income taxes is primarily driven by earnings (losses) generated by our TRSs. During 2019, a noncash pretax settlement charge of $449 million was recorded related to the transfer of pension assets and liabilities through the purchase of a group annuity contract. As a result of this charge, we recognized a tax provision benefit of approximately $109 million in 2019. We also recorded a $68 million insurance recovery in 2019 related to prior product remediation efforts. As a result of this recovery, we recognized a $17 million tax provision charge. Overall performance results for our business segments can be found in Consolidated Results.

Refer to Note 18: Income Taxes, Note 7: Pension and Other Postretirement Benefit Plans and Note 15: Product Remediation Recoveries, Net for additional information.

LIQUIDITY AND CAPITAL RESOURCES

We are committed to maintaining an appropriate capital structure that provides flexibility and enables us to protect the interests of our shareholders and lenders and maintain access to all major financial markets.

CASH FROM OPERATIONS

Consolidated net cash from operations was:

●	$674 million for year-to-date 2019 and

●	$820 million for year-to-date 2018.

Net cash from operations decreased $146 million, primarily due to:

●	increased cash used for interest payments and

●	decreased cash inflows from our business segments.

These decreases in net cash were partially offset by decreased cash used in working capital changes as well as decreased cash paid for taxes.

CASH FROM INVESTING ACTIVITIES

Consolidated net cash from investing activities was:

●	$32 million for year-to-date 2019 and

●	$(264) million for year-to-date 2018.

Net cash from investing activities increased $296 million, primarily due to:

●	$253 million of cash proceeds received related to our buyer-sponsored SPEs during first quarter 2019 and

●	a $42 million decrease in cash outflow for capital expenditures.

Summary of Capital Spending by Business Segment

	YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2019		SEPTEMBER 2018
Timberlands	$	79	$	82
Real Estate & ENR		—		—
Wood Products		148		199
Unallocated Items		14		2
Total	$	241	$	283

We expect our net capital expenditures for 2019 will be approximately $380 million. The amount we spend on capital expenditures could change.

CASH FROM FINANCING ACTIVITIES

Consolidated net cash from financing activities was:

●	$(887) million for year-to-date 2019 and

●	$(1,032) million for year-to-date 2018.

Net cash from financing activities increased $145 million, primarily due to:

●	$739 million cash proceeds received from the issuance of long-term debt during first quarter 2019 and

●	a $213 million decrease in cash outflow for the repurchase of common shares.

These increases in net cash were partially offset by:

●	a $450 million increase in cash used for payments of long-term debt;

●	a $302 million payment related to our buyer-sponsored SPE during third quarter 2019;

●	a $44 million decrease in cash received from exercise of stock options and

●	a $19 million increase in cash used for payment of dividends on common shares.

Line of Credit

Refer to Note 9: Long-Term Debt and Line of Credit for further information.

Long-Term Debt

In February 2019, we issued $750 million of 4.00 percent notes due in November 2029. The net proceeds after deducting the discount, underwriting fees, and issuance costs were $739 million. In March 2019, a portion of the net proceeds was used to redeem our outstanding $500 million 7.38 percent note due in October 2019. A pretax charge of $12 million was included in "Interest expense, net of capitalized interest" in the Consolidated Statement of Operations in first quarter 2019, for make-whole premiums, unamortized debt issuance costs and unamortized debt discounts in connection with the early extinguishment of debt.

During first quarter 2018, we paid our $62 million 7.00 percent debenture at maturity.

Refer to Note 9: Long-Term Debt and Line of Credit for further information.

Our 2017 revolving credit agreement and our 2017 term loan agreement utilize the London Inter-bank Offered Rate (LIBOR) as a basis for one of the interest rate options available to the company. LIBOR may be discontinued at some point during 2021. We expect to work with our lenders to identify a suitable replacement rate and amend our debt agreements to reflect this new reference rate accordingly. We do not believe that the discontinuation of LIBOR as a reference rate in our debt agreements will have a material adverse effect on our financial position or materially affect our interest expense.

Debt Covenants

During year-to-date 2019, there have been no significant changes to the debt covenants presented in our 2018 Annual Report on Form 10-K for our existing long-term debt instruments.

Option Exercises

We received cash proceeds from the exercise of stock options of:

●	$8 million for year-to-date 2019 and

●	$52 million for year-to-date 2018.

Our average stock price was $25.57 and $35.53 for year-to-date 2019 and 2018, respectively.

Dividend Payments

We paid cash dividends on common shares of:

●	$760 million for year-to-date 2019 and

●	$741 million for year-to-date 2018.

The increase in dividends paid is primarily due to an increase in our dividends from $0.98 per share for year-to-date 2018 to $1.02 per share for year-to-date 2019.

Share Repurchases

During first quarter 2019, we repurchased over 2.3 million common shares for approximately $60 million under the 2019 Repurchase Program. We did not repurchase additional shares during second quarter or third quarter 2019. There were no unsettled repurchases as of September 30, 2019 or December 31, 2018. Refer to Note 4: Net Earnings (Loss) Per Share and Share Repurchases for further information.

PERFORMANCE MEASURES

Adjusted EBITDA by Segment

We use adjusted earnings before interest, taxes, depreciation, depletion and amortization (Adjusted EBITDA) as a key performance measure to evaluate the performance of the consolidated company and our business segments. This measure should not be considered in isolation from, and is not intended to represent an alternative to, our results reported in accordance with U.S. generally accepted accounting principles (U.S. GAAP). However, we believe Adjusted EBITDA provides meaningful supplemental information for investors about our operating performance, better facilitates period to period comparisons, and is widely used by analysts, lenders, rating agencies and other interested parties.

Our definition of Adjusted EBITDA may be different from similarly titled measures reported by other companies. Adjusted EBITDA, as we define it, is operating income adjusted for depreciation, depletion, amortization, basis of real estate sold, and special items.

	QUARTER ENDED						AMOUNT OF CHANGE			YEAR-TO-DATE ENDED						AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2019			SEPTEMBER 2018			2019 VS. 2018			SEPTEMBER 2019			SEPTEMBER 2018			2019 VS. 2018
Adjusted EBITDA by Segment:
Timberlands	$	154		$	206		$	(52	)	$	522		$	714		$	(192	)
Real Estate & ENR		60			86			(26	)		237			174			63
Wood Products		123			250			(127	)		366			921			(555	)
		337			542			(205	)		1,125			1,809			(684	)
Unallocated Items		(29	)		(37	)		8			(109	)		(123	)		14
Adjusted EBITDA	$	308		$	505		$	(197	)	$	1,016		$	1,686		$	(670	)

We reconcile Adjusted EBITDA by segment to "Net earnings" for the consolidated company and to "Operating income" 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 September 30, 2019:

DOLLAR AMOUNTS IN 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.

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

DOLLAR AMOUNTS IN 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)	After tax special items included a $41 million tax benefit related to our $300 million pension contribution. There were no pretax special items in third quarter 2018.

The table below reconciles Adjusted EBITDA for the year-to-date period ended September 30, 2019:

DOLLAR AMOUNTS IN MILLIONS	Timberlands		Real Estate & ENR		Wood Products			Unallocated Items			Total
Adjusted EBITDA by Segment:
Net loss											$	(62	)
Interest expense, net of capitalized interest⁽¹⁾												289
Income taxes												(138	)
Net contribution to earnings (loss)	$	294	$	122	$	293		$	(620	)	$	89
Non-operating pension and other postretirement benefit costs⁽²⁾		—		—		—			495			495
Interest income and other		—		—		—			(22	)		(22	)
Operating income (loss)		294		122		293			(147	)		562
Depreciation, depletion and amortization		228		10		141			3			382
Basis of real estate sold		—		105		—			—			105
Special items included in operating income (loss)⁽³⁾		—		—		(68	)		35			(33	)
Adjusted EBITDA	$	522	$	237	$	366		$	(109	)	$	1,016

(1)	Interest expense, net of capitalized interest includes a pretax special item of $12 million related to a charge for the early extinguishment of debt.

(2)

Non-operating pension and other postretirement benefit costs includes a pretax special item consisting of a $449 million noncash settlement charge related to the transfer of approximately $1.5 billion of U.S. qualified pension plan assets and liabilities to an insurance company through the purchase of a group annuity contract.

(3)	Operating income (loss) includes pretax special items consisting of a $68 million product remediation insurance recovery and $35 million of legal charges.

The table below reconciles Adjusted EBITDA for the year-to-date period ended September 30, 2018:

DOLLAR AMOUNTS IN MILLIONS	Timberlands		Real Estate & ENR		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings										$	841
Interest expense, net of capitalized interest											278
Income taxes⁽¹⁾											80
Net contribution to earnings (loss)	$	476	$	83	$	812	$	(172	)	$	1,199
Non-operating pension and other postretirement benefit costs		—		—		—		54			54
Interest income and other		—		—		—		(36	)		(36	)
Operating income (loss)		476		83		812		(154	)		1,217
Depreciation, depletion and amortization		238		11		109		3			361
Basis of real estate sold		—		80		—		—			80
Special items included in operating income (loss)⁽²⁾		—		—		—		28			28
Adjusted EBITDA	$	714	$	174	$	921	$	(123	)	$	1,686

(1)	After tax special items included a $41 million tax benefit related to our $300 million pension contribution.

(2)	Operating income (loss) includes pretax special items consisting of $25 million of product remediation insurance recoveries, $25 million of product remediation charges and a $28 million environmental remediation charge.

Net Earnings and Net Earnings per Diluted Share Before Special Items

We use net earnings before special items and net earnings per diluted share before special items as key performance measures to evaluate the performance of the consolidated company. These measures should not be considered in isolation from, and are not intended to represent an alternative to, our results reported in accordance with U.S. generally accepted accounting principles (U.S. GAAP). However, 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.

Net Earnings Before Special Items

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2019			SEPTEMBER 2018			SEPTEMBER 2019			SEPTEMBER 2018
Net earnings (loss)	$	99		$	255		$	(62	)	$	841
Early extinguishment of debt charge		—			—			9			—
Environmental remediation charge		—			—			—			21
Legal charges		11			—			26			—
Pension settlement charges		—			—			340			—
Product remediation recoveries		(51	)		—			(51	)		—
Tax adjustment		—			(41	)		—			(41	)
Net earnings before special items	$	59		$	214		$	262		$	821

Net Earnings per Diluted Share Before Special Items

	QUARTER ENDED						YEAR-TO-DATE ENDED
	SEPTEMBER 2019			SEPTEMBER 2018			SEPTEMBER 2019			SEPTEMBER 2018
Net earnings (loss) per diluted share	$	0.13		$	0.34		$	(0.08	)	$	1.11
Early extinguishment of debt charge		—			—			0.01			—
Environmental remediation charge		—			—			—			0.03
Legal charges		0.02			—			0.04			—
Pension settlement charges		—			—			0.46			—
Product remediation recoveries		(0.07	)		—			(0.07	)		—
Tax adjustment		—			(0.06	)		—			(0.06	)
Net earnings per diluted share before special items	$	0.08		$	0.28		$	0.36		$	1.08

CRITICAL ACCOUNTING POLICIES

There have been no significant changes during year-to-date 2019 to the critical accounting policies presented in our 2018 Annual Report on Form 10-K.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

LONG-TERM INDEBTEDNESS OBLIGATIONS

The following summary of our long-term indebtedness obligations includes:

●	scheduled principal repayments for the next five years and after;

●	weighted average interest rates for debt maturing in each of the next five years and after; and

●	estimated fair values of outstanding obligations.

We estimate the fair value of our debt instruments using quoted market prices we received for the same types and issues of our debt or on the discounted value of the future cash flows using market yields for the same type and comparable issues of debt. Changes in market rates of interest affect the fair value of our fixed-rate debt.

Summary of Long-Term Indebtedness Principal Obligations as of September 30, 2019

DOLLAR AMOUNTS IN MILLIONS	2019			2020			2021			2022			2023			THEREAFTER			TOTAL⁽¹⁾			FAIR VALUE
Fixed-rate debt	$	—		$	—		$	719		$	—		$	1,876		$	3,324		$	5,919		$	7,041
Average interest rate		—	%		—	%		5.58	%		—	%		4.91	%		6.69	%		5.99	%	N/A
Variable-rate debt⁽²⁾	$	—		$	—		$	—		$	—		$	—		$	225		$	225		$	225
Average interest rate		—	%		—	%		—	%		—	%		—	%		3.64	%		3.64	%	N/A

(1)	Excludes $6 million of unamortized discounts, capitalized debt expense and business combination fair value adjustments.

(2)

Excludes borrowings under our line of credit of $440 million as of September 30, 2019. Our line of credit expires in 2022, at which time all outstanding amounts must be repaid. The timing of the repayment of the current outstanding balance is uncertain. See Note 9: Long-Term Debt and Line of Credit for further information on our line of credit.

Item 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls are controls and other procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, to allow timely decisions regarding required disclosure. The company’s principal executive officer and principal financial officer have concluded that the company’s disclosure controls and procedures were effective as of September 30, 2019, based on an evaluation of the company’s disclosure controls and procedures as of that date.

CHANGES IN INTERNAL CONTROLS

No changes occurred in the company’s internal control over financial reporting during year-to-date 2019 that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Refer to Note 11: Legal Proceedings, Commitments and Contingencies.

Item 1A. RISK FACTORS

There have been no material changes with respect to the risk factors disclosed in our 2018 Annual Report on Form 10-K.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

On February 7, 2019, our board of directors approved and announced a new share repurchase program under which we are authorized to repurchase up to $500 million of outstanding shares. Concurrently, the board terminated the remaining repurchase authorization under the share repurchase program approved by the board in November 2015.

There were no share repurchases during third quarter 2019.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS


31	Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.

32	Certification pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).

101.INS	XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH	Inline XBRL Taxonomy Extension Schema Document

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

104	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, has been formatted in Inline XBRL.

Signature

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 thereunto duly authorized.

	WEYERHAEUSER COMPANY
	(Registrant)

Date: October 25, 2019	By:	/s/ David M. Wold
		David M. Wold
		Vice President and Chief Accounting Officer
		(Principal Accounting Officer and Duly Authorized Officer)