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 JUNE 30, 2024

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 July 22, 2024, 727,315 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	27
ITEM 4.	CONTROLS AND PROCEDURES	27
PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	27
ITEM 1A.	RISK FACTORS	27
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	28
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES – NOT APPLICABLE
ITEM 4.	MINE SAFETY DISCLOSURES – NOT APPLICABLE
ITEM 5.	OTHER INFORMATION	28
ITEM 6.	EXHIBITS	29
	SIGNATURES	30

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	JUNE 2024			JUNE 2023			JUNE 2024			JUNE 2023
Net sales (Note 3)	$	1,939		$	1,997		$	3,735		$	3,878
Costs of sales		1,535			1,528			2,976			3,040
Gross margin		404			469			759			838
Selling expenses		22			22			44			44
General and administrative expenses		116			108			236			209
Other operating (income) costs, net (Note 13)		(4	)		20			13			30
Operating income		270			319			466			555
Non-operating pension and other post-employment benefit costs (Note 6)		(10	)		(12	)		(21	)		(21	)
Interest income and other		13			18			29			30
Interest expense, net of capitalized interest		(67	)		(70	)		(134	)		(136	)
Earnings before income taxes		206			255			340			428
Income taxes (Note 14)		(33	)		(25	)		(53	)		(47	)
Net earnings	$	173		$	230		$	287		$	381
Earnings per share, basic and diluted (Note 4)	$	0.24		$	0.31		$	0.39		$	0.52
Weighted average shares outstanding (in thousands) (Note 4):
Basic		729,026			732,021			729,534			732,599
Diluted		729,341			732,362			729,950			732,961

See accompanying Notes to Consolidated Financial Statements.

1

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)

	QUARTER ENDED					YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	JUNE 2024			JUNE 2023		JUNE 2024			JUNE 2023
Net earnings	$	173		$	230	$	287		$	381
Other comprehensive income:
Foreign currency translation adjustments		(5	)		7		(14	)		7
Changes in unamortized actuarial loss, net of tax expense of $2, $2, $6 and $4		7			7		15			14
Changes in unamortized net prior service credit, net of tax benefit of $0, $1, $0 and $1		—			1		—			1
Total other comprehensive income		2			15		1			22
Total comprehensive income	$	175		$	245	$	288		$	403

See accompanying Notes to Consolidated Financial Statements.

2

WEYERHAEUSER COMPANY

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PAR VALUE	JUNE 30, 2024			DECEMBER 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	997		$	1,164
Receivables, net		410			354
Receivables for taxes		10			10
Inventories (Note 5)		614			566
Prepaid expenses and other current assets		152			219
Total current assets		2,183			2,313
Property and equipment, less accumulated depreciation of $3,970 and $3,901		2,240			2,269
Construction in progress		303			270
Timber and timberlands at cost, less depletion		11,475			11,528
Minerals and mineral rights, less depletion		194			200
Deferred tax assets		13			15
Other assets		392			388
Total assets	$	16,800		$	16,983
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt (Note 8)	$	210		$	—
Accounts payable		281			287
Accrued liabilities (Note 7)		504			501
Total current liabilities		995			788
Long-term debt, net (Note 8)		4,862			5,069
Deferred tax liabilities		87			81
Deferred pension and other post-employment benefits (Note 6)		460			461
Other liabilities		351			348
Total liabilities		6,755			6,747
Commitments and contingencies (Note 10)
Equity:
Common shares: $1.25 par value; authorized 1,360 million shares; issued and outstanding: 727,519 thousand shares at June 30, 2024 and 729,753 thousand shares at December 31, 2023		910			912
Other capital		7,530			7,608
Retained earnings		1,897			2,009
Accumulated other comprehensive loss (Note 11)		(292	)		(293	)
Total equity		10,045			10,236
Total liabilities and equity	$	16,800		$	16,983

See accompanying Notes to Consolidated Financial Statements.

3

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	JUNE 2024			JUNE 2023
Cash flows from operations:
Net earnings	$	287		$	381
Noncash charges to earnings:
Depreciation, depletion and amortization		251			252
Basis of real estate sold		70			46
Pension and other post-employment benefits (Note 6)		31			32
Share-based compensation expense (Note 12)		22			17
Other		4			2
Change in:
Receivables, net		(57	)		(105	)
Receivables and payables for taxes		13			27
Inventories		(53	)		14
Prepaid expenses and other current assets		33			8
Accounts payable and accrued liabilities		(14	)		(30	)
Pension and post-employment benefit contributions and payments		(9	)		(11	)
Other		(22	)		(11	)
Net cash from operations		556			622
Cash flows from investing activities:
Capital expenditures for property and equipment		(139	)		(119	)
Capital expenditures for timberlands reforestation		(31	)		(33	)
Acquisitions of timberlands (Note 15)		(53	)		(2	)
Purchase of short-term investments		—			(664	)
Other		3			—
Net cash from investing activities		(220	)		(818	)
Cash flows from financing activities:
Cash dividends on common shares		(394	)		(938	)
Net proceeds from issuance of long-term debt (Note 8)		—			743
Repurchases of common shares (Note 4)		(99	)		(85	)
Other		(10	)		(10	)
Net cash from financing activities		(503	)		(290	)
Net change in cash, cash equivalents and restricted cash		(167	)		(486	)
Cash, cash equivalents and restricted cash at beginning of period		1,164			1,581
Cash, cash equivalents and restricted cash at end of period	$	997		$	1,095
Cash paid during the period for:
Interest, net of amount capitalized of $5 and $3	$	126		$	127
Income taxes, net of refunds	$	38		$	18

See accompanying Notes to Consolidated Financial Statements.

4

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(UNAUDITED)

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	JUNE 2024			JUNE 2023			JUNE 2024			JUNE 2023
Common shares:
Balance at beginning of period	$	912		$	916		$	912		$	916
Issued for exercise of stock options and vested units		—			1			2			2
Repurchases of common shares (Note 4)		(2	)		(3	)		(4	)		(4	)
Balance at end of period		910			914			910			914
Other capital:
Balance at beginning of period		7,566			7,662			7,608			7,691
Issued for exercise of stock options		1			—			3			2
Repurchases of common shares (Note 4)		(48	)		(47	)		(95	)		(81	)
Share-based compensation		12			9			22			17
Other transactions, net		(1	)		—			(8	)		(5	)
Balance at end of period		7,530			7,624			7,530			7,624
Retained earnings:
Balance at beginning of period		1,870			1,738			2,009			2,389
Net earnings		173			230			287			381
Dividends on common shares		(146	)		(140	)		(399	)		(942	)
Balance at end of period		1,897			1,828			1,897			1,828
Accumulated other comprehensive loss:
Balance at beginning of period		(294	)		(240	)		(293	)		(247	)
Other comprehensive income		2			15			1			22
Balance at end of period (Note 11)		(292	)		(225	)		(292	)		(225	)
Total equity:
Balance at end of period	$	10,045		$	10,141		$	10,045		$	10,141
Dividends paid per common share	$	0.20		$	0.19		$	0.54		$	1.28

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 (INCOME) COSTS, NET	13
NOTE 14:	INCOME TAXES	13
NOTE 15:	TIMBERLAND ACQUISITONS	13

6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE QUARTERS AND YEAR-TO-DATE PERIODS ENDED JUNE 30, 2024 AND 2023

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,” “the company,” “we” 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, 2023. 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; maximizing the value of our acreage through the sale of higher and better use (HBU) properties; monetizing the value of surface and subsurface assets through leases and royalties; and manufacturing, distributing and selling products made from trees. 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 production and wind and solar) 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						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	JUNE 2024			JUNE 2023			JUNE 2024			JUNE 2023
Sales to unaffiliated customers:
Timberlands	$	409		$	417		$	796		$	879
Real Estate & ENR		109			80			216			181
Wood Products		1,421			1,500			2,723			2,818
		1,939			1,997			3,735			3,878
Intersegment sales:
Timberlands		146			150			280			292
Total sales		2,085			2,147			4,015			4,170
Intersegment eliminations		(146	)		(150	)		(280	)		(292	)
Total	$	1,939		$	1,997		$	3,735		$	3,878
Net contribution (charge) to earnings:
Timberlands	$	81		$	104		$	161		$	224
Real Estate & ENR		59			52			119			105
Wood Products		196			218			324			313
		336			374			604			642
Unallocated items(1)		(63	)		(49	)		(130	)		(78	)
Net contribution to earnings		273			325			474			564
Interest expense, net of capitalized interest		(67	)		(70	)		(134	)		(136	)
Earnings before income taxes		206			255			340			428
Income taxes		(33	)		(25	)		(53	)		(47	)
Net earnings	$	173		$	230		$	287		$	381

(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.

7

NOTE 3: REVENUE RECOGNITION

A reconciliation of revenue recognized by our major products:

	QUARTER ENDED				YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	JUNE 2024		JUNE 2023		JUNE 2024		JUNE 2023
Net sales to unaffiliated customers:
Timberlands segment
Delivered logs:
West
Domestic sales	$	97	$	101	$	191	$	194
Export grade sales		108		105		190		241
Subtotal West		205		206		381		435
South		153		162		304		330
North		9		7		22		24
Subtotal delivered logs sales		367		375		707		789
Stumpage and pay-as-cut timber		13		15		24		31
Recreational and other lease revenue		19		17		38		35
Other(1)		10		10		27		24
Net sales attributable to Timberlands segment		409		417		796		879
Real Estate & ENR segment
Real estate		78		47		161		119
Energy and natural resources		31		33		55		62
Net sales attributable to Real Estate & ENR segment		109		80		216		181
Wood Products segment
Structural lumber		499		573		963		1,088
Oriented strand board		288		215		543		423
Engineered solid section		191		215		368		384
Engineered I-joists		107		126		206		213
Softwood plywood		42		44		83		85
Medium density fiberboard		42		42		81		80
Complementary building products		176		204		317		367
Other(2)		76		81		162		178
Net sales attributable to Wood Products segment		1,421		1,500		2,723		2,818
Total net sales	$	1,939	$