Weyerhaeuser 10-Q 2024-06-30

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

WEYERHAEUSER COMPANY

CONSOLIDATED STATEM****ENT 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.

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.

WEYERHAEUSER COMPANY

CONSOLIDATED BALANCE SHEET

(UNAUD****ITED)

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.

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.

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.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

NOTE 1: BASIS O****F 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: BUSIN****ESS 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.

NOTE 3: REVENU****E 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			$	1,997			$	3,735			$	3,878

(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:

●

$0.24 during second quarter 2024 and $0.39 during year-to-date 2024;

●

$0.31 during second quarter 2023 and $0.52 during year-to-date 2023.

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		JUNE 2024				JUNE 2023				JUNE 2024				JUNE 2023
Weighted average common shares outstanding – basic			729,026				732,021				729,534				732,599
Dilutive potential common shares:
Stock options			106				111				125				124
Restricted stock units			158				20				140				23
Performance share units			51				210				151				215
Total effect of outstanding dilutive potential common shares			315				341				416				362
Weighted average common shares outstanding – dilutive			729,341				732,362				729,950				732,961

We use the treasury stock method to calculate the dilutive effect of our outstanding stock options, restricted stock units and performance share units.

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		JUNE 2024				JUNE 2023				JUNE 2024				JUNE 2023
Stock options			607				787				607				787
Performance share units			946				682				946				682

Share Repurchase Program

On September 22, 2021, we announced that our board of directors approved a new share repurchase program (the 2021 Repurchase Program) under which we are authorized to repurchase up to $1 billion of outstanding shares. Concurrently, the board terminated the remaining repurchase authorization under the share repurchase program approved by the board in February 2019 (the 2019 Repurchase Program).

We repurchased 1,669,145 common shares for approximately $50 million (including transaction fees) under the 2021 Repurchase Program during second quarter 2024 and 3,141,514 common shares for approximately $99 million (including transaction fees) under the 2021 Share Repurchase Program during year-to-date 2024. As of June 30, 2024, we had remaining authorization of $152 million for future share repurchases. During year-to-date 2023, we repurchased 2,805,434 common shares for approximately $85 million (including transaction fees) under the 2021 Repurchase Program.

All common stock repurchases under the 2021 Repurchase Program were 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 15,765 unsettled shares (approximately $1 million) as of June 30, 2024 and 13,866 unsettled shares (approximately $1 million) as of December 31, 2023.

NOTE 5: IN****VENTORIES

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

DOLLAR AMOUNTS IN MILLIONS		JUNE 30, 2024				DECEMBER 31, 2023
LIFO inventories:
Logs		$	16			$	29
Lumber, plywood, oriented strand board and fiberboard			90				77
Other products			13				12
Moving average cost or FIFO inventories:
Logs			49				49
Lumber, plywood, oriented strand board, fiberboard and engineered wood products			143				115
Other products			144				134
Materials and supplies			159				150
Total		$	614			$	566

LIFO – the last-in, first-out method – applies to major inventory products held at our U.S. locations. The moving average cost method or FIFO – the first-in, first-out method – applies to the balance of our U.S. raw material and product inventories, all material and supply inventories and all foreign inventories.

NOTE 6: PENSION AND OTHER PO****ST-EMPLOYMENT BENEFIT PLANS

The components of net periodic benefit cost are:

		PENSION
		QUARTER ENDED								YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS		JUNE 2024				JUNE 2023				JUNE 2024				JUNE 2023
Service cost		$	5			$	5			$	10			$	11
Interest cost			29				29				58				59
Expected return on plan assets			(30	)			(30	)			(61	)			(60	)
Amortization of actuarial loss			9				11				20				19
Amortization of prior service cost			1				1				1				1
Total net periodic benefit cost – pension		$	14			$	16			$	28			$	30

		OTHER POST-EMPLOYMENT BENEFITS
		QUARTER ENDED								YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS		JUNE 2024				JUNE 2023				JUNE 2024				JUNE 2023
Interest cost		$	1			$	1			$	2			$	2
Amortization of actuarial loss			—				1				1				1
Amortization of prior service credit			—				(1	)			—				(1	)
Total net periodic benefit cost – other post-employment benefits		$	1			$	1			$	3			$	2

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 post-employment benefit costs” in the Consolidated Statement of Operations.

Fair Value of Pension Plan Assets and Obligations

In our year-end reporting process, we estimate the fair value of pension plan assets based upon the information available at that time. For certain assets, primarily private equity funds, the information available consists of net asset values as of an interim date, cash flows between the interim date and the end of the year and market events. We evaluate the year-end estimated fair value of pension plan assets in second quarter of each year to incorporate final net asset values reflected in financial statements received after we have filed our Annual Report on Form 10-K. No adjustments to the fair value of assets or projected benefit obligations were necessary during second quarter 2024.

NOTE 7: ACCRU****ED LIABILITIES

Accrued liabilities were comprised of the following:

DOLLAR AMOUNTS IN MILLIONS		JUNE 30, 2024				DECEMBER 31, 2023
Compensation and employee benefit costs		$	158			$	173
Current portion of lease liabilities			21				19
Customer rebates, volume discounts and deferred income			140				124
Interest			62				63
Taxes payable			53				31
Other			70				91
Total		$	504			$	501

NOTE 8: LONG-TERM DEBT AND LINE OF CREDIT

In May 2023, we completed an offering of debt securities by issuing $750 million of 4.750 percent notes due in May 2026. The net proceeds after deducting the discount, underwriting fees and issuance costs were $743 million.

In March 2023, we refinanced and extended our $1.5 billion five-year senior unsecured revolving credit facility, which expires in March 2028. Borrowings will bear interest at a floating rate based on either the adjusted term Secured Overnight Financing Rate (SOFR) plus a spread or a mutually agreed upon base rate plus a spread. We had no outstanding borrowings on our credit facility as of June 30, 2024 and December 31, 2023.

NOTE 9: FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair value and carrying value of our long-term debt consisted of the following:

		JUNE 30, 2024								DECEMBER 31, 2023
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:
Fixed rate		$	4,823			$	4,718			$	4,820			$	4,853
Variable rate			249				250				249				250
Total debt		$	5,072			$	4,968			$	5,069			$	5,103

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 value with only insignificant differences. The inputs to the valuations of our long-term debt 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, 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 10: LEGAL PROCEEDINGS, C****OMMITMENTS 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 Statement of Operations, Consolidated Balance Sheet or Consolidated Statement of Cash Flows.

Environmental Matters

Site Remediation

Under the federal 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 June 30, 2024, our total accrual for future estimated remediation costs on active Superfund sites and other sites for which we are potentially responsible was approximately $79 million. These amounts are recorded in "Accrued liabilities" and "Other liabilities" on our Consolidated Balance Sheet.

NOTE 11: ACCUMULATED OT****HER 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		JUNE 2024				JUNE 2023				JUNE 2024				JUNE 2023
Pension**(1)**
Balance at beginning of period		$	(506	)		$	(451	)		$	(515	)		$	(458	)
Other comprehensive (loss) income before reclassifications			—				(2	)			1				(1	)
Amounts reclassified from accumulated other comprehensive loss to earnings(2)			8				9				16				15
Total other comprehensive income			8				7				17				14
Balance at end of period		$	**(**498	)		$	**(**444	)		$	**(**498	)		$	**(**444	)
Other post-employment benefits**(1)**
Balance at beginning of period		$	23			$	20			$	24			$	20
Other comprehensive (loss) income before reclassifications			(1	)			1				(3	)			1
Amounts reclassified from accumulated other comprehensive loss to earnings(2)			—				—				1				—
Total other comprehensive (loss) income			(1	)			1				(2	)			1
Balance at end of period		$	22			$	21			$	22			$	21
Translation adjustments and other
Balance at beginning of period		$	189			$	191			$	198			$	191
Translation adjustments			(5	)			7				(14	)			7
Total other comprehensive (loss) income			(5	)			7				(14	)			7
Balance at end of period			184				198				184				198
Accumulated other comprehensive loss, end of period		$	**(**292	)		$	**(**225	)		$	**(**292	)		$	**(**225	)

(1)

Amounts presented are net of tax.

(2)

Amounts of actuarial loss and prior service (cost) credit are components of net periodic benefit cost. See Note 6: Pension and Other Post-Employment Benefit Plans.

NOTE 12: SHARE-B****ASED COMPENSATION

Share-based compensation activity during year-to-date 2024 included the following:

SHARES IN THOUSANDS		GRANTED				VESTED
Restricted stock units (RSUs)			915				684
Performance share units (PSUs)			412				317

A total of 746 thousand shares of common stock were issued as a result of RSU and PSU vestings.

Restricted Stock Units

The weighted average fair value of the RSUs granted in 2024, calculated as an average of the high and low prices on grant date, was $32.92. The vesting provisions for RSUs granted in 2024 were consistent with prior year grants.

Performance Share Units

The weighted average grant date fair value of PSUs granted in 2024 was $37.90. The final number of shares granted in 2024 will vest between a range of 0 percent to 150 percent of each grant's target, depending upon actual company total shareholder return (TSR) compared against the TSR of an industry peer group. TSR assumes full reinvestment of dividends. PSUs granted in 2024 will vest at a maximum of 100 percent of target value in the event of negative absolute company TSR.

Weighted Average Assumptions Used in Estimating the Value of Performance Share Units Granted in 2024

		PERFORMANCE SHARE UNITS
Performance period		2/09/2024 – 12/31/2026
Valuation date closing stock price		$33.28
Risk-free rate		4.19% – 4.27%
Expected volatility		21.50% – 27.60%

NOTE 13: OTHER OPERAT****ING (INCOME) COSTS, NET

Other operating (income) costs, net were comprised of the following:

		QUARTER ENDED								YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS		JUNE 2024				JUNE 2023				JUNE 2024				JUNE 2023
Environmental remediation charges		$	4			$	12			$	6			$	13
Foreign exchange losses (gains), net			1				(3	)			1				(2	)
Litigation expense, net			12				1				18				2
Product remediation recovery			(25	)			—				(25	)			—
Research and development expenses			3				1				4				3
Other, net			1				9				9				14
Total other operating (income) costs, net		$	**(**4	)		$	20			$	13			$	30

NOTE 14: 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 include our Wood Products segment and a portion of our Timberlands and Real Estate & ENR segments.

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 have occurred during the year. Our 2024 estimated annual effective tax rate, excluding discrete items, differs from the U.S. federal statutory tax rate of 21 percent primarily due to state and foreign income taxes and tax benefits associated with our nontaxable REIT earnings.

N****OTE 15: TIMBERLAND ACQUISITIONS

On July 25, 2024, we announced acquisitions totaling 84 thousand acres of Alabama timberlands for approximately $244 million. The first transaction was completed on May 30, 2024 and was comprised of 13 thousand acres for approximately $48 million. We recorded $47 million of timberland assets in "Timber and timberlands at cost, less depletion" and $1 million of related assets in "Property and equipment, net" on our Consolidated Balance Sheet. The remaining transactions are subject to customary closing conditions and are expected to close in second half 2024.

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. These include, without limitation, statements relating to: our expected future financial and operating performance; our plans, strategies, intentions and expectations; our capital structure and the sufficiency of our liquidity position to meet future cash requirements; our cash dividend framework, including our target percentage return to shareholders of Adjusted Funds Available for Distribution, including expected supplemental cash dividends and future share repurchases; compliance with covenants in our debt agreements; our expectations concerning our contingent liabilities and the sufficiency of related reserves and accruals including, but not limited to, cost estimates of future litigation and environmental remediation; our provision for income taxes; expected capital expenditures; expected returns on pension plan assets; market and general economic conditions, including related influencing factors such as the trajectory of U.S. housing activity, repair and remodel activity, inflation trends and interest rates; expected adjustments to our lumber production in third quarter 2024; our expectations about our future opportunities in emerging carbon credit and carbon capture and storage markets; assumptions used in valuing incentive compensation and related expense and pending timberland acquisition transactions.

Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often involve use of words such as “anticipate,” “believe,” “committed,” "continue,” “estimate,” “expect,” “foreseeable,” “maintain,” “may,” "plan," “potential,” and “will,” or similar words or terminology. They may use the positive, negative or another variation of those and similar words. These forward-looking statements are based on our current expectations and assumptions and are not guarantees of future events or performance. The realization of our expectations and the accuracy of our assumptions are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. There is no guarantee that any of the events anticipated by our forward-looking statements will occur. If any of the events occur, there is no guarantee what effect it will have on our operations, cash flows, or financial condition. We undertake no obligation to update our forward-looking statements after the date of this report. The factors listed below, as well as other factors not described herein because they are not currently known to us or we currently judge them to be immaterial, may cause our actual results to differ significantly from our forward-looking statements:

●

the effect of general economic conditions, including employment rates, interest rates, inflation rates, housing starts, general availability and cost 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;

●

the successful execution of our internal plans and strategic initiatives, including restructuring and cost reduction initiatives;

●

our ability to hire and retain capable employees;

●

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 or the occurrence of any event, change or other circumstances that could give rise to a termination of any acquisition or divestiture transaction under the terms of the governing transaction agreements;

●

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;

●

the effects of significant geopolitical conditions or developments such as significant international trade disputes or domestic or foreign terrorist attacks, armed conflict and political unrest;

●

the occurrence of regional or global health epidemics and their potential effects on our business, results of operations, cash flows, financial condition and future prospects;

●

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 as it relates to the cost of pension benefits 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 and the accuracy of our estimates of charges related to casualty losses;

●

changes in accounting principles and

●

other risks and uncertainties described in this report under Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) and in our 2023 Annual Report on Form 10-K, as well as those set forth from time to time in our other public statements, reports, registration statements, prospectuses, information statements and other filings with the SEC.

It is not possible to predict or identify all risks and uncertainties that might affect the accuracy of our forward-looking statements and, consequently, our descriptions of such risks and uncertainties should not be considered exhaustive. There is no guarantee that any of the events anticipated by these forward-looking statements will occur, and if any of the events do occur, there is no guarantee what effect they will have on the company's business, results of operations, cash flows, financial condition and future prospects.

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 (charge) to earnings does not include interest expense or income taxes.

ECONOMIC AND MARKET CONDITIONS AFFECTING OUR OPERATIONS

Our market conditions and the strength of the broader U.S. economy are, and will continue to be,

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LONG-TERM DEBT OBLIGATIONS

The following summary of our long-term debt 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 long-term debt based on quoted market prices we receive 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 Debt Obligations as of June 30, 2024

DOLLAR AMOUNTS IN MILLIONS		2024				2025				2026				2027				2028				THEREAFTER				TOTAL**(1)**				FAIR VALUE
Fixed-rate debt		$	—			$	210			$	1,022			$	300			$	—			$	3,333			$	4,865			$	4,718
Average interest rate			—	%			8.31	%			5.52	%			6.95	%			—	%			4.82	%			5.25	%		N/A
Variable-rate debt(2)		$	—			$	—			$	—			$	—			$	250			$	—			$	250			$	250

(1)

Excludes $43 million of unamortized discounts and capitalized debt expense.

(2)

As of June 30, 2024, the interest rate for our variable-rate debt was 7.29 percent, excluding estimated patronage refunds.

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 June 30, 2024, 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 2024 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 PRO****CEEDINGS

Refer to Note 10: Legal Proceedings, Commitments and Contingencies. SEC regulations require us to disclose certain information about proceedings arising under federal, state or local environmental provisions if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. In accordance with these regulations, the company uses a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required pursuant to this item.

There have been no material changes with respect to the risk factors disclosed in our 2023 Annual Report on Form 10-K.

Item 2. UNREGISTERED SALES OF EQUITY S****ECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table provides information with respect to purchases of common stock made by the company during second quarter 2024:

COMMON SHARE REPURCHASES DURING SECOND QUARTER 2024		TOTAL NUMBER OF SHARES PURCHASED				AVERAGE PRICE PAID PER SHARE				TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PROGRAMS				APPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PROGRAMS
April 1 – April 30			209,671			$	31.94				209,671			$	195,749,652
May 1 – May 31			522,048			$	30.31				522,048			$	179,928,242
June 1 – June 30			937,426			$	29.32				937,426			$	152,446,072
Total			1,669,145			$	29.96				1,669,145

On September 22, 2021, we announced that our board had approved a new share repurchase program (the 2021 Repurchase Program) under which we are authorized to repurchase up to $1 billion of outstanding shares. Concurrently, the board terminated the remaining repurchase authorization under the 2019 Repurchase Program.

During second quarter 2024, we repurchased 1,669,145 shares for approximately $50 million (including transaction fees) under the 2021 Repurchase Program in open-market transactions. Transaction fees incurred for repurchases are not counted as use of funds authorized for repurchases under the 2021 Repurchase Program. As of June 30, 2024, we had remaining authorization of $152 million for future stock repurchases.

I****tem 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

During second quarter 2024, one of the company's "officers" (as that term is defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.

David M. Wold, senior vice president and chief financial officer, adopted a plan on April 30, 2024 to initiate the cashless exercise of 4,402 stock options which expire on February 12, 2025, and thereby sell on the open market 4,402 shares of common stock underlying the stock options at a designated strike price. Mr. Wold’s plan expires when all of the stock options are exercised and all of the underlying shares are sold or on February 12, 2025, whichever occurs first.

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.2	Certification of Chief Financial Officer 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 June 30, 2024, has been formatted in Inline XBRL.

S****IGNATURES

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: July 26, 2024	By:	/s/ David M. Wold
		David M. Wold
		Senior Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer and Duly Authorized Officer)