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 MARCH 31, 2023

or

☐ 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	WY	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 April 24, 2023, 732,296 thousand 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)	14
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	24
ITEM 4.	CONTROLS AND PROCEDURES	25
PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	25
ITEM 1A.	RISK FACTORS	25
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	25
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES – NOT APPLICABLE
ITEM 4.	MINE SAFETY DISCLOSURES – NOT APPLICABLE
ITEM 5.	OTHER INFORMATION – NOT APPLICABLE
ITEM 6.	EXHIBITS	26
	SIGNATURES	27

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	MARCH 2023			MARCH 2022
Net sales (Note 3)	$	1,881		$	3,112
Costs of sales		1,512			1,647
Gross margin		369			1,465
Selling expenses		22			23
General and administrative expenses		101			92
Other operating costs, net (Note 13)		10			6
Operating income		236			1,344
Non-operating pension and other post-employment benefit costs (Note 6)		(9	)		(15	)
Interest income and other		12			(1	)
Interest expense, net of capitalized interest		(66	)		(72	)
Loss on debt extinguishment (Note 8)		—			(276	)
Earnings before income taxes		173			980
Income taxes (Note 14)		(22	)		(209	)
Net earnings	$	151		$	771
Earnings per share, basic and diluted (Note 4)	$	0.21		$	1.03
Weighted average shares outstanding (in thousands) (Note 4):
Basic		733,163			747,507
Diluted		733,546			748,823

See accompanying Notes to Consolidated Financial Statements.

1

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)

	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 2023		MARCH 2022
Net earnings	$	151	$	771
Other comprehensive income:
Foreign currency translation adjustments		—		16
Changes in unamortized actuarial loss, net of tax expense of $2 and $5		7		13
Changes in unamortized net prior service credit, net of tax expense of $0 and $1		—		—
Total other comprehensive income		7		29
Total comprehensive income	$	158	$	800

See accompanying Notes to Consolidated Financial Statements.

2

WEYERHAEUSER COMPANY

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PAR VALUE	MARCH 31,  2023			DECEMBER 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	797		$	1,581
Receivables, net		440			357
Receivables for taxes		28			42
Inventories (Note 5)		586			550
Prepaid expenses and other current assets		202			216
Total current assets		2,053			2,746
Property and equipment, less accumulated depreciation of $3,759 and $3,710		2,157			2,171
Construction in progress		222			222
Timber and timberlands at cost, less depletion		11,564			11,604
Minerals and mineral rights, less depletion		211			214
Deferred tax assets		8			8
Other assets		365			375
Total assets	$	16,580		$	17,340
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt (Note 8)	$	981		$	982
Accounts payable		266			247
Accrued liabilities (Note 7)		403			511
Total current liabilities		1,650			1,740
Long-term debt, net (Note 8)		4,072			4,071
Deferred tax liabilities		101			96
Deferred pension and other post-employment benefits (Note 6)		346			344
Other liabilities		335			340
Total liabilities		6,504			6,591
Commitments and contingencies (Note 10)
Equity:
Common shares: $1.25 par value; authorized 1,360 million shares; issued and outstanding: 732,507 thousand shares at March 31, 2023 and 732,794 thousand shares at December 31, 2022		916			916
Other capital		7,662			7,691
Retained earnings		1,738			2,389
Accumulated other comprehensive loss (Note 11)		(240	)		(247	)
Total equity		10,076			10,749
Total liabilities and equity	$	16,580		$	17,340

See accompanying Notes to Consolidated Financial Statements.

3

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 2023			MARCH 2022
Cash flows from operations:
Net earnings	$	151		$	771
Noncash charges (credits) to earnings:
Depreciation, depletion and amortization		126			122
Basis of real estate sold		33			31
Deferred income taxes, net		3			14
Pension and other post-employment benefits (Note 6)		15			25
Share-based compensation expense (Note 12)		8			8
Loss on debt extinguishment (Note 8)		—			276
Change in:
Receivables, net		(83	)		(238	)
Receivables and payables for taxes		14			110
Inventories		(36	)		(87	)
Prepaid expenses and other current assets		(9	)		(1	)
Accounts payable and accrued liabilities		(87	)		(62	)
Pension and post-employment benefit contributions and payments		(6	)		(4	)
Other		(3	)		(8	)
Net cash from operations		126			957
Cash flows from investing activities:
Capital expenditures for property and equipment		(50	)		(50	)
Capital expenditures for timberlands reforestation		(21	)		(20	)
Acquisition of timberlands		—			(18	)
Other		2			1
Net cash from investing activities		(69	)		(87	)
Cash flows from financing activities:
Cash dividends on common shares		(799	)		(1,218	)
Net proceeds from issuance of long-term debt (Note 8)		—			881
Payments on long-term debt (Note 8)		—			(1,203	)
Proceeds from exercise of stock options		2			12
Repurchases of common shares (Note 4)		(34	)		(118	)
Other		(10	)		(18	)
Net cash from financing activities		(841	)		(1,664	)
Net change in cash, cash equivalents and restricted cash		(784	)		(794	)
Cash, cash equivalents and restricted cash at beginning of period		1,581			1,999
Cash, cash equivalents and restricted cash at end of period	$	797		$	1,205
Cash paid (received) during the period for:
Interest, net of amount capitalized of $1 and $1	$	57		$	78
Income taxes, net of refunds	$	6		$	85

See accompanying Notes to Consolidated Financial Statements.

4

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(UNAUDITED)

	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	MARCH 2023			MARCH 2022
Common shares:
Balance at beginning of period	$	916		$	934
Issued for exercise of stock options and vested units		1			2
Repurchases of common shares (Note 4)		(1	)		(4	)
Balance at end of period		916			932
Other capital:
Balance at beginning of period		7,691			8,181
Issued for exercise of stock options		2			11
Repurchases of common shares (Note 4)		(34	)		(117	)
Share-based compensation		8			8
Other transactions, net		(5	)		(7	)
Balance at end of period		7,662			8,076
Retained earnings:
Balance at beginning of period		2,389			2,131
Net earnings		151			771
Dividends on common shares		(802	)		(1,223	)
Balance at end of period		1,738			1,679
Accumulated other comprehensive loss:
Balance at beginning of period		(247	)		(479	)
Other comprehensive income		7			29
Balance at end of period (Note 11)		(240	)		(450	)
Total equity:
Balance at end of period	$	10,076		$	10,237
Dividends paid per common share	$	1.09		$	1.63

See accompanying Notes to Consolidated Financial Statements.

5

INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:	BASIS OF PRESENTATION	7
NOTE 2:	BUSINESS SEGMENTS	7
NOTE 3:	REVENUE RECOGNITION	8
NOTE 4:	NET EARNINGS PER SHARE AND SHARE REPURCHASES	8
NOTE 5:	INVENTORIES	9
NOTE 6:	PENSION AND OTHER POST-EMPLOYMENT BENEFIT PLANS	10
NOTE 7:	ACCRUED LIABILITIES	10
NOTE 8:	LONG-TERM DEBT AND LINE OF CREDIT	10
NOTE 9:	FAIR VALUE OF FINANCIAL INSTRUMENTS	11
NOTE 10:	LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES	11
NOTE 11:	ACCUMULATED OTHER COMPREHENSIVE LOSS	12
NOTE 12:	SHARE-BASED COMPENSATION	12
NOTE 13:	OTHER OPERATING COSTS, NET	13
NOTE 14:	INCOME TAXES	13

6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE QUARTERS ENDED MARCH 31, 2023 AND 2022

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. 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, 2022. 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 our acreage through the sale of higher and better use (HBU) properties; and monetizing the value of surface and subsurface assets through leases and royalties. Our business segments are organized based primarily on products and services which include:

●Timberlands – Logs, timber, recreational leases and other products;

●Real Estate, Energy and Natural Resources (Real Estate & ENR) – Real Estate (sales of timberlands) and ENR (rights to explore for and extract hard minerals, construction materials, natural gas, and wind and solar resources) and

●Wood Products – Structural lumber, oriented strand board, engineered wood products 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
DOLLAR AMOUNTS IN MILLIONS	MARCH 2023			MARCH 2022
Sales to unaffiliated customers:
Timberlands	$	462		$	465
Real Estate & ENR		101			128
Wood Products		1,318			2,519
		1,881			3,112
Intersegment sales:
Timberlands		142			161
Total sales		2,023			3,273
Intersegment eliminations		(142	)		(161	)
Total	$	1,881		$	3,112
Net contribution (charge) to earnings:
Timberlands	$	120		$	182
Real Estate & ENR		53			81
Wood Products		95			1,182
		268			1,445
Unallocated items(1)		(29	)		(117	)
Net contribution to earnings		239			1,328
Interest expense, net of capitalized interest		(66	)		(72	)
Loss on debt extinguishment		—			(276	)
Earnings before income taxes		173			980
Income taxes		(22	)		(209	)
Net earnings	$	151		$	771

(1)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 post-employment costs, elimination of intersegment profit in inventory and LIFO, foreign exchange transaction gains and losses, interest income and other as well as legacy obligations.

7

NOTE 3: REVENUE RECOGNITION

A reconciliation of revenue recognized by our major products:

	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 2023		MARCH 2022
Net sales to unaffiliated customers:
Timberlands segment
Delivered logs:
West
Domestic sales	$	93	$	113
Export grade sales		136		146
Subtotal West		229		259
South		168		154
North		17		15
Subtotal delivered logs sales		414		428
Stumpage and pay-as-cut timber		16		9
Recreational and other lease revenue		18		17
Other(1)		14		11
Net sales attributable to Timberlands segment		462		465
Real Estate & ENR segment
Real estate		72		97
Energy and natural resources		29		31
Net sales attributable to Real Estate & ENR segment		101		128
Wood Products segment
Structural lumber		515		1,206
Oriented strand board		208		564
Engineered solid section		169		196
Engineered I-joists		87		137
Softwood plywood		41		58
Medium density fiberboard		38		48
Complementary building products		163		215
Other(2)		97		95
Net sales attributable to Wood Products segment		1,318		2,519
Total net sales	$	1,881	$	3,112

(1)Other Timberlands sales include sales of seeds and seedlings from our nursery operations as well as wood chips.

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

NOTE 4: NET EARNINGS PER SHARE AND SHARE REPURCHASES

Our basic and diluted earnings per share were:

●$0.21 during first quarter 2023 and

●$1.03 during first quarter 2022.

8

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
SHARES IN THOUSANDS	MARCH 2023		MARCH 2022
Weighted average common shares outstanding – basic		733,163