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, 2024


☐	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 October 21, 2024, 726,582 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	28
ITEM 4.	CONTROLS AND PROCEDURES	28

PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	28
ITEM 1A.	RISK FACTORS	29
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	29
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES – NOT APPLICABLE
ITEM 4.	MINE SAFETY DISCLOSURES – NOT APPLICABLE
ITEM 5.	OTHER INFORMATION	29
ITEM 6.	EXHIBITS	30
	SIGNATURES	31

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 2024			SEPTEMBER 2023			SEPTEMBER 2024			SEPTEMBER 2023
Net sales (Note 3)	$	1,681		$	2,022		$	5,416		$	5,900
Costs of sales		1,431			1,520			4,407			4,560
Gross margin		250			502			1,009			1,340
Selling expenses		22			22			66			66
General and administrative expenses		122			107			358			316
Other operating costs, net (Note 13)		28			20			41			50
Operating income		78			353			544			908
Non-operating pension and other post-employment benefit costs (Note 6)		(10	)		(12	)		(31	)		(33	)
Interest income and other		14			24			43			54
Interest expense, net of capitalized interest		(69	)		(72	)		(203	)		(208	)
Earnings before income taxes		13			293			353			721
Income taxes (Note 14)		15			(54	)		(38	)		(101	)
Net earnings	$	28		$	239		$	315		$	620

Earnings per share, basic and diluted (Note 4)	$	0.04		$	0.33		$	0.43		$	0.85
Weighted average shares outstanding (in thousands) (Note 4):
Basic		727,621			731,046			728,892			732,069
Diluted		728,180			731,742			729,355			732,542

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 2024		SEPTEMBER 2023			SEPTEMBER 2024			SEPTEMBER 2023
Net earnings	$	28	$	239		$	315		$	620
Other comprehensive income:
Foreign currency translation adjustments		6		(7	)		(8	)		—
Changes in unamortized actuarial loss, net of tax expense of $3, $3, $9 and $7		6		9			21			23
Changes in unamortized net prior service credit, net of tax benefit of $0, $0, $0 and $1		1		—			1			1
Total other comprehensive income		13		2			14			24
Total comprehensive income	$	41	$	241		$	329		$	644

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED BALANCE SHEET

(UNAUDITED)


DOLLAR AMOUNTS IN MILLIONS, EXCEPT PAR VALUE	SEPTEMBER 30, 2024			DECEMBER 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	877		$	1,164
Receivables, net		373			354
Receivables for taxes		10			10
Inventories (Note 5)		592			566
Prepaid expenses and other current assets		142			219
Total current assets		1,994			2,313
Property and equipment, less accumulated depreciation of $3,935 and $3,901		2,247			2,269
Construction in progress		316			270
Timber and timberlands at cost, less depletion		11,502			11,528
Minerals and mineral rights, less depletion		192			200
Deferred tax assets		13			15
Other assets		404			388
Total assets	$	16,668		$	16,983
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt (Note 8)	$	210		$	—
Accounts payable		275			287
Accrued liabilities (Note 7)		507			501
Total current liabilities		992			788
Long-term debt, net (Note 8)		4,864			5,069
Deferred tax liabilities		78			81
Deferred pension and other post-employment benefits (Note 6)		462			461
Other liabilities		345			348
Total liabilities		6,741			6,747
Commitments and contingencies (Note 10)
Equity:
Common shares: $1.25 par value; authorized 1,360 million shares; issued and outstanding: 726,758 thousand shares at September 30, 2024 and 729,753 thousand shares at December 31, 2023		909			912
Other capital		7,517			7,608
Retained earnings		1,780			2,009
Accumulated other comprehensive loss (Note 11)		(279	)		(293	)
Total equity		9,927			10,236
Total liabilities and equity	$	16,668		$	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	SEPTEMBER 2024			SEPTEMBER 2023
Cash flows from operations:
Net earnings	$	315		$	620
Noncash charges (credits) to earnings:
Depreciation, depletion and amortization		376			374
Basis of real estate sold		93			80
Pension and other post-employment benefits (Note 6)		46			50
Share-based compensation expense (Note 12)		32			26
Other		(3	)		(4	)
Change in:
Receivables, net		(21	)		(77	)
Receivables and payables for taxes		(3	)		51
Inventories		(31	)		23
Prepaid expenses and other current assets		20			(5	)
Accounts payable and accrued liabilities		(1	)		43
Pension and post-employment benefit contributions and payments		(12	)		(16	)
Other		(21	)		(20	)
Net cash from operations		790			1,145
Cash flows from investing activities:
Capital expenditures for property and equipment		(228	)		(209	)
Capital expenditures for timberlands reforestation		(39	)		(42	)
Acquisitions of timberlands (Note 15)		(135	)		(70	)
Purchase of short-term investments		—			(664	)
Other		21			3
Net cash from investing activities		(381	)		(982	)
Cash flows from financing activities:
Cash dividends on common shares		(539	)		(1,076	)
Net proceeds from issuance of long-term debt (Note 8)		—			743
Payments on long-term debt (Note 8)		—			(118	)
Repurchases of common shares (Note 4)		(126	)		(109	)
Other		(9	)		(11	)
Net cash from financing activities		(674	)		(571	)
Net change in cash, cash equivalents and restricted cash		(265	)		(408	)
Cash, cash equivalents and restricted cash at beginning of period		1,164			1,581
Cash, cash equivalents and restricted cash at end of period	$	899		$	1,173
Cash paid during the period for:
Interest, net of amount capitalized of $7 and $5	$	189		$	190
Income taxes, net of refunds	$	51		$	40

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 2024			SEPTEMBER 2023			SEPTEMBER 2024			SEPTEMBER 2023
Common shares:
Balance at beginning of period	$	910		$	914		$	912		$	916
Issued for exercise of stock options and vested units		—			—			2			2
Repurchases of common shares (Note 4)		(1	)		(1	)		(5	)		(5	)
Balance at end of period		909			913			909			913
Other capital:
Balance at beginning of period		7,530			7,624			7,608			7,691
Issued for exercise of stock options		1			1			4			3
Repurchases of common shares (Note 4)		(25	)		(24	)		(120	)		(105	)
Share-based compensation		10			9			32			26
Other transactions, net		1			(1	)		(7	)		(6	)
Balance at end of period		7,517			7,609			7,517			7,609
Retained earnings:
Balance at beginning of period		1,897			1,828			2,009			2,389
Net earnings		28			239			315			620
Dividends on common shares		(145	)		(138	)		(544	)		(1,080	)
Balance at end of period		1,780			1,929			1,780			1,929
Accumulated other comprehensive loss:
Balance at beginning of period		(292	)		(225	)		(293	)		(247	)
Other comprehensive income		13			2			14			24
Balance at end of period (Note 11)		(279	)		(223	)		(279	)		(223	)
Total equity:
Balance at end of period	$	9,927		$	10,228		$	9,927		$	10,228

Dividends paid per common share	$	0.20		$	0.19		$	0.74		$	1.47

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 COSTS, NET	13

NOTE 14:	INCOME TAXES	13

NOTE 15:	TIMBERLAND ACQUISITONS	13

NOTE 16:	RESTRICTED CASH	13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE QUARTERS AND YEAR-TO-DATE PERIODS ENDED SEPTEMBER 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	SEPTEMBER 2024			SEPTEMBER 2023			SEPTEMBER 2024			SEPTEMBER 2023
Sales to unaffiliated customers:
Timberlands	$	357		$	380		$	1,153		$	1,259
Real Estate & ENR		89			105			305			286
Wood Products		1,235			1,537			3,958			4,355
		1,681			2,022			5,416			5,900
Intersegment sales:
Timberlands		136			141			416			433

Total sales		1,817			2,163			5,832			6,333
Intersegment eliminations		(136	)		(141	)		(416	)		(433	)
Total	$	1,681		$	2,022		$	5,416		$	5,900
Net contribution (charge) to earnings:
Timberlands	$	57		$	78		$	218		$	302
Real Estate & ENR		51			56			170			161
Wood Products		27			277			351			590
		135			411			739			1,053
Unallocated items(1)		(53	)		(46	)		(183	)		(124	)
Net contribution to earnings		82			365			556			929
Interest expense, net of capitalized interest		(69	)		(72	)		(203	)		(208	)
Earnings before income taxes		13			293			353			721
Income taxes		15			(54	)		(38	)		(101	)
Net earnings	$	28		$	239		$	315		$	620

(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: REVENUE RECOGNITION

A reconciliation of revenue recognized by our major products:


	QUARTER ENDED				YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2024		SEPTEMBER 2023		SEPTEMBER 2024		SEPTEMBER 2023
Net sales to unaffiliated customers:
Timberlands segment
Delivered logs:
West
Domestic sales	$	78	$	96	$	269	$	290
Export grade sales		80		80		270		321
Subtotal West		158		176		539		611
South		149		155		453		485
North		11		11		33		35
Subtotal delivered logs sales		318		342		1,025		1,131
Stumpage and pay-as-cut timber		14		12		38		43
Recreational and other lease revenue		19		19		57		54
Other(1)		6		7		33		31
Net sales attributable to Timberlands segment		357		380		1,153		1,259
Real Estate & ENR segment
Real estate		59		79		220		198
Energy and natural resources		30		26		85		88
Net sales attributable to Real Estate & ENR segment		89		105		305		286
Wood Products segment
Structural lumber		451		570		1,414		1,658
Oriented strand board		206		284		749		707
Engineered solid section		175		216		543		600
Engineered I-joists		95		122		301		335
Softwood plywood		38		42		121		127
Medium density fiberboard		42		40		123		120
Complementary building products		158		184		475		551
Other(2)		70		79		232		257
Net sales attributable to Wood Products segment		1,235		1,537		3,958		4,355
Total net sales	$	1,681	$	2,022	$	5,416	$	5,900

(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:

●

$0.04 during third quarter 2024 and $0.43 during year-to-date 2024;

●

$0.33 during third quarter 2023 and $0.85 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	SEPTEMBER 2024		SEPTEMBER 2023		SEPTEMBER 2024		SEPTEMBER 2023
Weighted average common shares outstanding – basic		727,621		731,046		728,892		732,069
Dilutive potential common shares:
Stock options		95		154		115		134
Restricted stock units		329		304		203		117
Performance share units		135		238		145		222
Total effect of outstanding dilutive potential common shares		559		696		463		473
Weighted average common shares outstanding – dilutive		728,180		731,742		729,355		732,542

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	SEPTEMBER 2024		SEPTEMBER 2023		SEPTEMBER 2024		SEPTEMBER 2023
Stock options		607		609		607		609
Performance share units		892		612		892		612

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 820,706 common shares for approximately $26 million (including transaction fees) under the 2021 Repurchase Program during third quarter 2024 and 3,962,220 common shares for approximately $125 million (including transaction fees) under the 2021 Share Repurchase Program during year-to-date 2024. During third quarter 2023, we repurchased 757,510 common shares for approximately $25 million (including transaction fees) and 3,562,944 common shares for approximately $110 million (including transaction fees) during year-to-date 2023 under the 2021 Repurchase Program. As of September 30, 2024, we had remaining authorization of $127 million for future share repurchases.

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 11,564 unsettled shares (less than $1 million) as of September 30, 2024 and 13,866 unsettled shares (approximately $1 million) as of December 31, 2023.

NOTE 5: INVENTORIES

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


DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2024		DECEMBER 31, 2023
LIFO inventories:
Logs	$	23	$	29
Lumber, plywood, oriented strand board and fiberboard		74		77
Other products		13		12
Moving average cost or FIFO inventories:
Logs		22		49
Lumber, plywood, oriented strand board, fiberboard and engineered wood products		124		115
Other products		178		134
Materials and supplies		158		150
Total	$	592	$	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 POST-EMPLOYMENT BENEFIT PLANS

The components of net periodic benefit cost are:


	PENSION
	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2024			SEPTEMBER 2023			SEPTEMBER 2024			SEPTEMBER 2023
Service cost	$	5		$	6		$	15		$	17
Interest cost		29			30			87			89
Expected return on plan assets		(31	)		(30	)		(92	)		(90	)
Amortization of actuarial loss		12			10			32			29
Amortization of prior service cost		—			—			1			1
Total net periodic benefit cost – pension	$	15		$	16		$	43		$	46


	OTHER POST-EMPLOYMENT BENEFITS
	QUARTER ENDED					YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2024			SEPTEMBER 2023		SEPTEMBER 2024			SEPTEMBER 2023
Interest cost	$	1		$	2	$	3		$	4
Amortization of actuarial loss		—			—		1			1
Amortization of prior service credit		(1	)		—		(1	)		(1	)
Total net periodic benefit cost – other post-employment benefits	$	—		$	2	$	3		$	4

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 the 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: ACCRUED LIABILITIES

Accrued liabilities were comprised of the following:


DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2024		DECEMBER 31, 2023
Compensation and employee benefit costs	$	171	$	173
Current portion of lease liabilities		22		19
Customer rebates, volume discounts and deferred income		130		124
Interest		66		63
Taxes payable		47		31
Other		71		91
Total	$	507	$	501

NOTE 8: LONG-TERM DEBT AND LINE OF CREDIT

In July 2023, we repaid $118 million of our 7.125 percent notes at maturity.

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 September 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:


	SEPTEMBER 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	$	4,825	$	4,897	$	4,820	$	4,853
Variable rate		249		250		249		250
Total debt	$	5,074	$	5,147	$	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, 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 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 September 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 $80 million. These amounts are recorded in "Accrued liabilities" and "Other liabilities" on our Consolidated Balance Sheet.

NOTE 11: 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 2024			SEPTEMBER 2023			SEPTEMBER 2024			SEPTEMBER 2023
Pension(1)
Balance at beginning of period	$	(498	)	$	(444	)	$	(515	)	$	(458	)
Other comprehensive loss before reclassifications		(1	)		—			—			(1	)
Amounts reclassified from accumulated other comprehensive loss to earnings(2)		9			9			25			24
Total other comprehensive income		8			9			25			23
Balance at end of period	$	(490	)	$	(435	)	$	(490	)	$	(435	)
Other post-employment benefits(1)
Balance at beginning of period	$	22		$	21		$	24		$	20
Other comprehensive loss before reclassifications		—			(1	)		(3	)		—
Amounts reclassified from accumulated other comprehensive loss to earnings(2)		(1	)		1			—			1
Total other comprehensive (loss) income		(1	)		—			(3	)		1
Balance at end of period	$	21		$	21		$	21		$	21
Translation adjustments and other
Balance at beginning of period	$	184		$	198		$	198		$	191
Translation adjustments		6			(7	)		(8	)		—
Total other comprehensive income (loss)		6			(7	)		(8	)		—
Balance at end of period		190			191			190			191
Accumulated other comprehensive loss, end of period	$	(279	)	$	(223	)	$	(279	)	$	(223	)

(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-BASED COMPENSATION

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


SHARES IN THOUSANDS	GRANTED		VESTED
Restricted stock units (RSUs)		915		688
Performance share units (PSUs)		412		317

A total of 749 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 OPERATING COSTS, NET

Other operating costs, net were comprised of the following:


	QUARTER ENDED				YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2024		SEPTEMBER 2023		SEPTEMBER 2024			SEPTEMBER 2023
Environmental remediation charges	$	2	$	1	$	8		$	14
Litigation expense, net		12		9		30			11
Product remediation recovery		—		—		(25	)		—
Research and development expenses		1		2		5			5
Restructuring, impairments and other charges		10		—		10			—
Other, net		3		8		13			20
Total other operating costs, net	$	28	$	20	$	41		$	50

Asset Impairment

During third quarter 2024, we recorded a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill. The loss was attributable to our Wood Products segment and was recorded within “Other operating costs, net” in our Consolidated Statement of Operations.

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 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.

NOTE 15: TIMBERLAND ACQUISITIONS

On July 25, 2024, we announced acquisitions totaling 84 thousand acres of Alabama timberlands for $244 million. The first transaction was completed on May 30, 2024 and was comprised of 13 thousand acres for $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 second transaction was completed on August 28, 2024 and was comprised of 32 thousand acres for $82 million. We recorded $81 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 third transaction was completed on October 9, 2024 and was comprised of 39 thousand acres for $114 million.

On July 19, 2023, we completed the purchase of 22 thousand acres of Mississippi timberlands for $60 million. We recorded $59 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.

NOTE 16: RESTRICTED CASH

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on our Consolidated Balance Sheet that sum to the total of the amounts shown in the Consolidated Statement of Cash Flows:


DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2024		SEPTEMBER 30, 2023
Cash and cash equivalents	$	877	$	1,173
Restricted cash included in other assets(1)		22		—
Total cash, cash equivalents and restricted cash	$	899	$	1,173

(1)

Amounts included in restricted cash as of September 30, 2024 are comprised of proceeds held by a qualified intermediary that were subsequently reinvested in timber and timberlands through a like-kind exchange transaction.

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. 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/or 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; expected market and general economic conditions, including related influencing factors such as the trajectory of U.S. housing construction activity, repair and remodel activity, inflation trends and interest rates; our expected lumber production operating rates in fourth quarter 2024; our expectations about our future opportunities in emerging carbon credit and carbon capture and storage markets and assumptions used in valuing incentive compensation and related expense.

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, influenced by the trajectory of activity in the U.S. housing and repair and remodel segments, inflation trends and interest rates. The demand for sawlogs within our Timberlands segment is directly affected by domestic production of wood-based building products. The strength of the U.S. housing market, particularly new residential construction, strongly affects demand in our Wood Products segment, as does repair and remodeling activity. Seasonal weather patterns impact the level of construction activity in the U.S., which in turn affects demand for our logs and wood products. 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 (OSB), as well as the demand for biofuels, such as wood-burning pellets made from pulpwood. Our Timberlands segment is also influenced by the availability of harvestable timber. In general, Western log markets are highly tensioned by available supply, while Southern log markets have more available supply. However, additional mill capacity being added in the U.S. South has led to tightening of markets in certain geographies. Our Real Estate, Energy and Natural Resources segment is affected by a variety of factors, including the general state of the economy, local real estate market conditions, the level of construction activity in the U.S. and evolution of emerging renewable energy and carbon-related markets.

Over the past year, home sales and building activity moderated in part due to continued elevated mortgage interest rates, reduced affordability and general macroeconomic conditions. Specifically, multi-family construction has been hampered by a large supply of recently completed projects as well as higher interest rates and other factors constraining the underwriting of proposed projects. In contrast, new single-family home construction has remained resilient, as existing homeowners continued to be constrained by the lock-in effect of lower mortgage rates. On a seasonally adjusted annual basis, as reported by the U.S. Census Bureau, housing starts for third quarter 2024 averaged 1.3 million units, a 1.1 percent decrease from second quarter 2024. Single-family starts averaged 1.0 million units in third quarter 2024, a 4.1 percent decrease from second quarter 2024. Multi-family starts averaged 363 thousand units in third quarter 2024, which was a 7.9 percent increase from second quarter 2024. Single-family construction is the primary driver for our business as compared to multi-family due to the amount of wood products used. Sales of newly built, single-family homes averaged a seasonally adjusted annual rate of 724 thousand units for third quarter 2024, an increase of 4.5 percent from second quarter 2024, supported by builder mortgage rate buydowns and other incentives. Over the medium to long-term, we expect a favorable U.S. housing construction market supported by strong demographics in the key home buying age cohorts, a decade of under building and historically low housing inventory.

Repair and remodeling expenditures increased by 1.8 percent from second quarter 2024 to third quarter 2024 according to the Census Bureau Advance Retail Spending report. While there continues to be steady demand due to growing home equity and the lock-in effect of having lower mortgage rates compared to current rates, many homeowners have become more cautious in discretionary spending on large projects. Additionally, some repair and remodeling activity was accelerated during the pandemic which has had some impact on the level of spending. This softness has been reflected in both the do-it-yourself (DIY) and professionally built segments. Over the longer term, we expect this sector to resume pre-pandemic growth trends with healthy household balance sheets, elevated home equity and an aging U.S. housing stock, with a median age of 42 years.

In U.S. wood product markets, demand for lumber and OSB was influenced by continued cautious buyer sentiment at the outset of third quarter 2024. As the quarter progressed, demand was mixed as continued strength in single-family housing starts was offset by weaker multi-family construction and restrained repair and remodel activity. The Random Lengths Framing Lumber Composite price averaged $383/MBF and the OSB Composite averaged $346/MSF in third quarter 2024. Over the course of the third quarter, composite prices for lumber increased from $366/MBF to $396/MBF and composite prices for OSB decreased from $352/MSF to $344/MSF. Increased curtailments, in addition to an increase in duties on Canadian lumber imports, contributed to the moderate recovery in lumber prices. In light of these conditions, we reduced our operating rates in third quarter 2024, resulting in a 10.1 percent decrease in lumber production from second quarter 2024 to third quarter 2024, which includes the previously announced indefinite curtailment of our lumber mill in New Bern, North Carolina. We expect to return to more normalized operating rates in fourth quarter 2024.

In Western log markets, Douglas fir sawlog prices decreased 3.7 percent in third quarter 2024 compared with second quarter 2024, as reported by Fastmarkets RISI Log Lines based on Weyerhaeuser’s sales mix. Overall, domestic log demand and prices faced downward pressure through the quarter, as mills continued to adjust to a soft lumber market and worked through elevated log inventories. In the South, delivered sawlog prices increased 1.0 percent in third quarter 2024 compared to second quarter 2024 and declined 0.4 percent from third quarter 2023, as reported by TimberMart-South. While there continued to be demand for logs across the region, sawlog markets were generally soft given ample supply and in response to mills carrying elevated log inventories and adjusting operations in a soft lumber market. Mill adjustments during the quarter included a series of curtailments and permanent closures.

Currency exchange rates, available supply from other countries and trade policy affect our export businesses. During third quarter 2024, end use demand in export markets moderated. In Japan, total housing starts decreased 4.0 percent year to date through August compared to the same period in 2023, while the key Post and Beam segment saw a 5.0 percent decrease. Lumber imports to Japan from Europe increased, which placed some pressure on log sales. China’s weaker end-use demand for logs and lumber led to a decrease in pricing for logs from the West.

Interest rates affect our business primarily through their impact on mortgage rates and housing affordability, their general impact on the economy and their influence on our capital management activities. Actions by the U.S. Federal Reserve, the overall condition of the economy and fluctuations in financial markets are all factors that influence long-term interest rates. 30-year mortgage rates, which are correlated with long-term interest rates, decreased from 6.9 percent in second quarter 2024 to 6.1 percent in third quarter 2024, according to economic data from Freddie Mac. Many builders have been able to offset higher mortgage rates through discounts, mortgage rate buydowns and modifying product offerings such as home sizes and finishes. Higher rates have also locked-in many existing homeowners from selling, reducing inventories of existing homes for sale which has led to increased demand for available new homes.

Increased inflation affects the cost of our operations across each of our business segments, including costs for raw materials, transportation, energy and labor. The Consumer Price Index increased at an annual rate of 2.4 percent as of September 2024 compared to 3.0 percent in June 2024. This rate is markedly down from its peak of over 9.0 percent in June 2022. While we can offset some of the impacts of inflation through our sales activities, operational excellence initiatives and procurement practices, not all costs associated with inflation can be fully mitigated or passed on to the consumer.

The condition of the labor market affects all of our businesses as it relates to our ability to attract and retain employees and contractors. The unemployment rate remained flat at 4.1 percent from second quarter 2024 to third quarter 2024.

Governments and businesses across the globe are taking action on climate change and are making significant commitments toward decarbonizing operations and reducing greenhouse gas emissions to net zero. Achieving these commitments will require governments and companies to take major steps to modify operations, invest in low-carbon activities and purchase credits to reduce environmental impacts. We believe we are uniquely positioned to help entities achieve these commitments through natural climate solutions, including forest carbon sequestration, carbon capture and storage and renewable energy activities.

CONSOLIDATED RESULTS

How We Did Third Quarter 2024 and Year-to-Date 2024


	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	SEPTEMBER 2024		SEPTEMBER 2023		2024 VS. 2023			SEPTEMBER 2024		SEPTEMBER 2023		2024 VS. 2023
Net sales	$	1,681	$	2,022	$	(341	)	$	5,416	$	5,900	$	(484	)
Costs of sales	$	1,431	$	1,520	$	(89	)	$	4,407	$	4,560	$	(153	)
Operating income	$	78	$	353	$	(275	)	$	544	$	908	$	(364	)
Net earnings	$	28	$	239	$	(211	)	$	315	$	620	$	(305	)
Earnings per share, basic and diluted	$	0.04	$	0.33	$	(0.29	)	$	0.43	$	0.85	$	(0.42	)

Comparing Third Quarter 2024 with Third Quarter 2023

Net sales

Net sales decreased $341 million – 17 percent – primarily due to:

•

a $302 million decrease in Wood Products net sales to unaffiliated customers, attributable to decreased sales realizations and sales volumes across most product lines;

•

a $23 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased sales volumes and sales realizations and

•

a $16 million decrease in Real Estate, Energy and Natural Resources net sales to unaffiliated customers attributable to a decrease in acres sold, as well as a decrease in average price per acre sold.

Costs of sales

Costs of sales decreased $89 million – 6 percent – primarily due to decreased sales volumes across most product lines in our Wood Products segment, as well as a decrease in acres sold in our Real Estate, Energy and Natural Resources segment.

Operating income

Operating income decreased $275 million – 78 percent – primarily due to a $252 million decrease in consolidated gross margin (see discussion of components above), as well as a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill recorded in third quarter 2024 (refer to Note 13: Other Operating Costs, Net).

Net earnings

Net earnings decreased $211 million – 88 percent – primarily due to the $275 million decrease in operating income, as discussed above, partially offset by a $69 million decrease in income tax expense (refer to Income Taxes).

Comparing Year-to-Date 2024 with Year-to-Date 2023

Net sales

Net sales decreased $484 million – 8 percent – primarily due to a $397 million decrease in Wood Products net sales to unaffiliated customers attributable to decreased sales realizations and sales volumes across most product lines, as well as a $106 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased sales volumes and sales realizations. These decreases were partially offset by a $19 million increase in Real Estate, Energy and Natural Resources net sales to unaffiliated customers attributable to an increase in acres sold, partially offset by a decrease in average price per acre sold.

Costs of sales

Costs of sales decreased $153 million – 3 percent – primarily due to decreased sales volumes across most product lines in Wood Products, as well as decreased sales volumes in our Timberlands segment, partially offset by an increase in acres sold in Real Estate, Energy and Natural Resources.

Operating income

Operating income decreased $364 million – 40 percent – primarily due to a $331 million decrease in consolidated gross margin (see discussion of components above), as well as a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill recorded in third quarter 2024. These decreases were partially offset by a $25 million product remediation recovery recorded in second quarter 2024 (refer to Note 13: Other Operating Costs, Net).

Net earnings

Net earnings decreased $305 million – 49 percent – primarily due to the $364 million decrease in operating income, as discussed above, partially offset by a $63 million decrease in income tax expense (refer to Income Taxes).

TIMBERLANDS

How We Did Third Quarter 2024 and Year-to-Date 2024


	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2024		SEPTEMBER 2023		2024 VS. 2023			SEPTEMBER 2024		SEPTEMBER 2023		2024 VS. 2023
Net sales to unaffiliated customers:
Delivered logs:
West	$	158	$	176	$	(18	)	$	539	$	611	$	(72	)
South		149		155		(6	)		453		485		(32	)
North		11		11		—			33		35		(2	)
Subtotal delivered logs sales		318		342		(24	)		1,025		1,131		(106	)
Stumpage and pay-as-cut timber		14		12		2			38		43		(5	)
Recreational and other lease revenue		19		19		—			57		54		3
Other(1)		6		7		(1	)		33		31		2
Subtotal net sales to unaffiliated customers		357		380		(23	)		1,153		1,259		(106	)
Intersegment sales		136		141		(5	)		416		433		(17	)
Total sales	$	493	$	521	$	(28	)	$	1,569	$	1,692	$	(123	)
Costs of sales	$	410	$	417	$	(7	)	$	1,275	$	1,317	$	(42	)
Operating income	$	57	$	78	$	(21	)	$	217	$	302	$	(85	)
Interest income and other		—		—		—			1		—		1
Net contribution to earnings	$	57	$	78	$	(21	)	$	218	$	302	$	(84	)

(1)

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

Comparing Third Quarter 2024 with Third Quarter 2023

Net sales to unaffiliated customers

Net sales to unaffiliated customers decreased $23 million – 6 percent – primarily due to an $18 million decrease in Western log sales attributable to a 7 percent decrease in sales volumes and a 4 percent decrease in sales realizations, as well as a $6 million decrease in Southern log sales attributable to a 3 percent decrease in sales volumes.

Intersegment sales

Intersegment sales decreased $5 million – 4 percent – primarily due to a 6 percent decrease in sales realizations, partially offset by a 3 percent increase in sales volumes.

Costs of sales

Costs of sales decreased $7 million – 2 percent – primarily due to decreased sales volumes.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings decreased $21 million – 27 percent – primarily due to the change in the components of gross margin, as discussed above.

Comparing Year-to-Date 2024 with Year-to-Date 2023

Net sales to unaffiliated customers

Net sales to unaffiliated customers decreased $106 million – 8 percent – primarily due to a $72 million decrease in Western log sales attributable to a 7 percent decrease in sales volumes and a 6 percent decrease in sales realizations, as well as a $32 million decrease in Southern log sales attributable to a 5 percent decrease in sales volumes and a 2 percent decrease in sales realizations.

Intersegment sales

Intersegment sales decreased $17 million – 4 percent – primarily due to a 5 percent decrease in sales realizations.

Costs of sales

Costs of sales decreased $42 million – 3 percent – primarily due to decreased sales volumes.

Net contribution to earnings

Net contribution to earnings decreased $84 million – 28 percent – primarily due to the change in the components of 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 2024		SEPTEMBER 2023		2024 VS. 2023			SEPTEMBER 2024		SEPTEMBER 2023		2024 VS. 2023
Third-party log sales – tons:
West(1)		1,379		1,479		(100	)		4,499		4,814		(315	)
South		4,062		4,180		(118	)		12,305		12,907		(602	)
North		160		148		12			453		450		3
Total		5,601		5,807		(206	)		17,257		18,171		(914	)
Fee harvest volumes – tons:
West(1)		2,184		2,137		47			6,753		6,674		79
South		6,070		6,146		(76	)		18,353		19,008		(655	)
North		247		223		24			676		683		(7	)
Total		8,501		8,506		(5	)		25,782		26,365		(583	)

(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 2024 and Year-to-Date 2024


	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2024		SEPTEMBER 2023		2024 VS. 2023			SEPTEMBER 2024		SEPTEMBER 2023		2024 VS. 2023
Net sales:
Real estate	$	59	$	79	$	(20	)	$	220	$	198	$	22
Energy and natural resources		30		26		4			85		88		(3	)
Total	$	89	$	105	$	(16	)	$	305	$	286	$	19
Costs of sales	$	31	$	43	$	(12	)	$	118	$	105	$	13
Operating income and Net contribution to earnings	$	51	$	56	$	(5	)	$	170	$	161	$	9

The volume 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 of buyers to obtain financing, the number of competing properties listed for sale, the seasonal nature of sales, 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 price per acre will vary based on the location and physical characteristics of parcels sold.

Comparing Third Quarter 2024 with Third Quarter 2023

Net sales

Net sales decreased $16 million – 15 percent – primarily due to a decrease in acres sold, as well as a decrease in average price per acre sold.

Costs of sales

Costs of sales decreased $12 million – 28 percent – primarily due to a decrease in acres sold.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings decreased $5 million – 9 percent – primarily due to the change in the components of gross margin, as discussed above.

Comparing Year-to-Date 2024 with Year-to-Date 2023

Net sales

Net sales increased $19 million – 7 percent – primarily due to an increase in acres sold, partially offset by a decrease in average price per acre sold.

Costs of sales

Costs of sales increased $13 million – 12 percent – primarily due to an increase in acres sold.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings increased $9 million – 6 percent – primarily due to the change in the components of gross margin, as discussed above.

REAL ESTATE SALES STATISTICS


	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
	SEPTEMBER 2024		SEPTEMBER 2023		2024 VS. 2023			SEPTEMBER 2024		SEPTEMBER 2023		2024 VS. 2023
Acres sold		17,441		25,721		(8,280	)		74,880		55,755		19,125
Average price per acre	$	2,808	$	3,033	$	(225	)	$	2,650	$	3,403	$	(753	)

WOOD PRODUCTS

How We Did Third Quarter 2024 and Year-to-Date 2024


	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2024		SEPTEMBER 2023		2024 VS. 2023			SEPTEMBER 2024		SEPTEMBER 2023		2024 VS. 2023
Net sales:
Structural lumber	$	451	$	570	$	(119	)	$	1,414	$	1,658	$	(244	)
Oriented strand board		206		284		(78	)		749		707		42
Engineered solid section		175		216		(41	)		543		600		(57	)
Engineered I-joists		95		122		(27	)		301		335		(34	)
Softwood plywood		38		42		(4	)		121		127		(6	)
Medium density fiberboard		42		40		2			123		120		3
Complementary building products		158		184		(26	)		475		551		(76	)
Other products produced(1)		70		79		(9	)		232		257		(25	)
Total	$	1,235	$	1,537	$	(302	)	$	3,958	$	4,355	$	(397	)
Costs of sales	$	1,132	$	1,195	$	(63	)	$	3,424	$	3,572	$	(148	)
Operating income and Net contribution to earnings	$	27	$	277	$	(250	)	$	351	$	590	$	(239	)

(1)

Other products produced sales include wood chips, other byproducts and third-party residual log sales from our Canadian Forestlands operations.

Comparing Third Quarter 2024 with Third Quarter 2023

Net sales

Net sales decreased $302 million – 20 percent – primarily due to:

●

a $119 million decrease in structural lumber sales attributable to a 16 percent decrease in sales realizations, as well as a 6 percent decrease in sales volumes;

●

a $78 million decrease in oriented strand board sales attributable to a 27 percent decrease in sales realizations;

●

a $41 million decrease in engineered solid section sales attributable to a 13 percent decrease in sales volumes, as well as a 6 percent decrease in sales realizations;

●

a $27 million decrease in engineered I-joists sales attributable to a 14 percent decrease in sales volumes, as well as an 8 percent decrease in sales realizations;

●

a $26 million decrease in complementary building products sales attributable to decreased sales volumes across most products and

●

a $9 million decrease in other products produced primarily attributable to decreased sales realizations for wood chips.

Costs of sales

Costs of sales decreased $63 million – 5 percent – primarily due to decreased sales volumes across most product lines.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings decreased $250 million – 90 percent – primarily due to the change in the components of gross margin, as discussed above, as well as a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill recorded in third quarter 2024 (refer to Note: 13: Other Operating Costs, Net).

Comparing Year-to-Date 2024 with Year-to-Date 2023

Net sales

Net sales decreased $397 million – 9 percent – primarily due to:

●

a $244 million decrease in structural lumber sales attributable to an 11 percent decrease in sales realizations, as well as a 4 percent decrease in sales volumes;

●

a $76 million decrease in complementary building products sales attributable to decreased sales volumes across most products;

●

a $57 million decrease in engineered solid section sales attributable to a 9 percent decrease in sales realizations;

●

a $34 million decrease in engineered I-joists sales attributable to an 11 percent decrease in sales realizations;

●

a $25 million decrease in other products produced attributable to decreased sales realizations for wood chips and

●

a $6 million decrease in softwood plywood sales attributable to a 3 percent decrease in sales realizations, as well as a 2 percent decrease in sales volumes.

These decreases were partially offset by a $42 million increase in oriented strand board sales attributable to a 10 percent increase in sales realizations, partially offset by a 4 percent decrease in sales volumes.

Costs of sales

Costs of sales decreased $148 million – 4 percent – primarily due to decreased sales volumes across most product lines.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings decreased $239 million – 41 percent – primarily due to the change in the components of gross margin, as discussed above, as well as a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill recorded in third quarter 2024, partially offset by a $25 million product remediation recovery recorded in second quarter 2024 (refer to Note: 13: Other Operating Costs, Net).

Third-Party Sales Volumes


	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
VOLUMES IN MILLIONS(1)	SEPTEMBER 2024		SEPTEMBER 2023		2024 VS. 2023			SEPTEMBER 2024		SEPTEMBER 2023		2024 VS. 2023
Structural lumber – board feet		1,116		1,184		(68	)		3,386		3,524		(138	)
Oriented strand board – square feet (3/8”)		675		683		(8	)		2,093		2,176		(83	)
Engineered solid section – cubic feet		5.4		6.2		(0.8	)		16.8		16.9		(0.1	)
Engineered I-joists – lineal feet		36		42		(6	)		114		113		1
Softwood plywood – square feet (3/8”)		88		86		2			259		263		(4	)
Medium density fiberboard – square feet (3/4”)		35		33		2			104		93		11

(1)

Sales volumes include 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 2024		SEPTEMBER 2023		2024 VS. 2023			SEPTEMBER 2024		SEPTEMBER 2023		2024 VS. 2023
Structural lumber – board feet:
Production		1,046		1,174		(128	)		3,294		3,481		(187	)
Outside purchase		25		38		(13	)		97		113		(16	)
Total		1,071		1,212		(141	)		3,391		3,594		(203	)
Oriented strand board – square feet (3/8”):
Production		683		724		(41	)		2,162		2,212		(50	)
Outside purchase		17		19		(2	)		55		55		—
Total		700		743		(43	)		2,217		2,267		(50	)
Engineered solid section – cubic feet:
Production		5.0		5.6		(0.6	)		16.8		16.1		0.7
Outside purchase		2.6		3.7		(1.1	)		8.9		9.7		(0.8	)
Total		7.6		9.3		(1.7	)		25.7		25.8		(0.1	)
Engineered I-joists – lineal feet:
Production		31		42		(11	)		115		105		10
Outside purchase		1		2		(1	)		3		2		1
Total		32		44		(12	)		118		107		11
Softwood plywood – square feet (3/8”):
Production		81		77		4			235		235		—
Outside purchase		7		10		(3	)		24		33		(9	)
Total		88		87		1			259		268		(9	)
Medium density fiberboard – square feet (3/4"):
Production		37		34		3			105		101		4
Total		37		34		3			105		101		4

UNALLOCATED ITEMS

Net Charge to Earnings – Unallocated Items


	QUARTER ENDED						AMOUNT OF CHANGE			YEAR-TO-DATE ENDED						AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2024			SEPTEMBER 2023			2024 VS. 2023			SEPTEMBER 2024			SEPTEMBER 2023			2024 VS. 2023
Unallocated corporate function and variable compensation expense	$	(32	)	$	(33	)	$	1		$	(107	)	$	(92	)	$	(15	)
Liability classified share-based compensation		(2	)		2			(4	)		—			—			—
Foreign exchange gain		1			—			1			—			1			(1	)
Elimination of intersegment profit in inventory and LIFO		5			(4	)		9			5			8			(3	)
Other		(29	)		(23	)		(6	)		(92	)		(62	)		(30	)
Operating loss		(57	)		(58	)		1			(194	)		(145	)		(49	)
Non-operating pension and other post-employment benefit costs		(10	)		(12	)		2			(31	)		(33	)		2
Interest income and other		14			24			(10	)		42			54			(12	)
Net charge to earnings	$	(53	)	$	(46	)	$	(7	)	$	(183	)	$	(124	)	$	(59	)

Comparing Third Quarter 2024 with Third Quarter 2023

Net charge to earnings increased $7 million – 15 percent – primarily due to a $10 million decrease in interest income and other, attributable to a decrease in our cash and short-term investment accounts, and a $4 million increase in liability classified share-based compensation. These changes were partially offset by a $9 million decrease in elimination of intersegment profit in inventory and LIFO.

Comparing Year-to-Date 2024 with Year-to-Date 2023

Net charge to earnings increased $59 million – 48 percent – primarily due to a $15 million increase in unallocated corporate function and variable compensation expense and a $12 million decrease in interest income and other, primarily attributable to a decrease in our cash and short-term investment accounts.

INTEREST EXPENSE

Our interest expense, net of capitalized interest, was:

●

$69 million for third quarter 2024 and $203 million year-to-date 2024;

●

$72 million for third quarter 2023 and $208 million year-to-date 2023.

Interest expense decreased by $3 million compared to third quarter 2023 and decreased by $5 million compared to year-to-date 2023 primarily due to a series of debt issuances and retirements during 2023 that decreased our average outstanding debt.

Refer to Note 8: Long-Term Debt and Line of Credit for further information.

INCOME TAXES

Our provision for income taxes was:

●

a $15 million benefit for third quarter 2024 and a $38 million expense year-to-date 2024;

●

a $54 million expense for third quarter 2023 and a $101 million expense year-to-date 2023.

Our provision for income taxes is primarily driven by earnings generated by our TRSs. Income tax expense decreased by $63 million compared to year-to-date 2023 primarily due to a decrease in our TRS earnings in 2024, as well as a decrease in our estimated annual effective tax rate.

Refer to Note 14: Income Taxes for further information.

LIQUIDITY AND CAPITAL RESOURCES

We are committed to maintaining an appropriate capital structure that provides financial flexibility and enables us to protect the interests of our shareholders and meet our obligations to our lenders, while also maintaining access to all major financial markets. As of September 30, 2024, we had $877 million in cash and cash equivalents and $1.5 billion of availability on our line of credit, which expires in March 2028. We believe we have sufficient liquidity to meet our cash requirements for the foreseeable future.

CASH FROM OPERATIONS

Consolidated net cash from operations was:

●

$790 million for year-to-date 2024 and

●

$1,145 million for year-to-date 2023.

Net cash from operations decreased $355 million primarily due to decreased cash flows from our business operations, as well as an $11 million increase in cash paid for income taxes.

CASH FROM INVESTING ACTIVITIES

Consolidated net cash from investing activities was:

●

$(381) million for year-to-date 2024 and

●

$(982) million for year-to-date 2023.

Net cash from investing activities increased $601 million primarily due to a $664 million decrease in cash paid for short-term investments, partially offset by a $65 million increase in cash paid for acquisitions of timberlands.

Summary of Capital Spending by Business Segment


	YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2024		SEPTEMBER 2023
Timberlands	$	74	$	74
Wood Products		177		168
Unallocated Items		16		9
Total	$	267	$	251

We anticipate our capital expenditures for 2024 to be approximately $420 million. The amount we spend on capital expenditures could change.

CASH FROM FINANCING ACTIVITIES

Consolidated net cash from financing activities was:

●

$(674) million for year-to-date 2024 and

●

$(571) million for year-to-date 2023.

Net cash from financing activities decreased $103 million primarily due to a $743 million decrease in net proceeds from issuance of long-term debt, partially offset by a $537 million decrease in cash used for payments of dividends, as well as a $118 million decrease in cash used for payments of long-term debt.

Line of Credit

We had no outstanding borrowings on our $1.5 billion five-year senior unsecured revolving credit facility as of September 30, 2024 or December 31, 2023. This credit facility expires in March 2028.

Refer to Note 8: Long-Term Debt and Line of Credit for further information.

Long-Term Debt

We have $210 million of long-term debt, with a weighted average interest rate of 8.314 percent, scheduled to mature during first quarter 2025.

In July 2023, we repaid $118 million of our 7.125 percent notes at maturity.

Refer to Note 8: Long-Term Debt and Line of Credit for further information.

Debt Covenants

As of September 30, 2024, Weyerhaeuser Company was in compliance with its debt covenants. There have been no significant changes to the debt covenants presented in our 2023 Annual Report on Form 10-K for our long-term debt instruments, and we expect to remain in compliance with our debt covenants for the foreseeable future.

Dividend Payments

We paid cash dividends on common shares of:

●

$539 million for year-to-date 2024 and

●

$1,076 million for year-to-date 2023.

The decrease in dividends paid is primarily due to a supplemental dividend of $0.14 per share based on 2023 financial results for a total of $102 million paid in first quarter 2024 in comparison to a supplemental dividend of $0.90 per share based on 2022 financial results for a total of $660 million paid in first quarter 2023.

Under our cash return framework, we plan to supplement our base dividend with an additional return of variable cash, as appropriate, in the form of a supplemental cash dividend and/or share repurchase to achieve a targeted total return to shareholders of 75 to 80 percent of annual Adjusted Funds Available for Distribution (Adjusted FAD). For further information on Adjusted FAD see Performance and Liquidity Measures.

Share Repurchases

We repurchased 820,706 common shares for approximately $26 million (including transaction fees) during third quarter 2024 and 3,962,220 common shares for approximately $125 million (including transaction fees) during year-to-date 2024 under the 2021 Repurchase Program. During third quarter 2023, we repurchased 757,510 common shares for approximately $25 million (including transaction fees) and 3,562,944 common shares for approximately $110 million (including transaction fees) during year-to-date 2023 under the 2021 Repurchase Program. There were 11,564 unsettled shares (less than $1 million) as of September 30, 2024 and 13,866 unsettled shares (approximately $1 million) as of December 31, 2023. Refer to Note 4: Net Earnings Per Share and Share Repurchases for further information.

PERFORMANCE AND LIQUIDITY MEASURES

Adjusted EBITDA by Segment

We use 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 2024			SEPTEMBER 2023			2024 VS. 2023			SEPTEMBER 2024			SEPTEMBER 2023			2024 VS. 2023
Adjusted EBITDA by Segment:
Timberlands	$	122		$	143		$	(21	)	$	413		$	503		$	(90	)
Real Estate & ENR		77			94			(17	)		273			253			20
Wood Products		91			328			(237	)		500			746			(246	)
		290			565			(275	)		1,186			1,502			(316	)
Unallocated Items		(54	)		(56	)		2			(188	)		(129	)		(59	)
Adjusted EBITDA	$	236		$	509		$	(273	)	$	998		$	1,373		$	(375	)

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

The table below reconciles Adjusted EBITDA for the quarter ended September 30, 2024:


DOLLAR AMOUNTS IN MILLIONS	Timberlands		Real Estate & ENR		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings										$	28
Interest expense, net of capitalized interest											69
Income taxes											(15	)
Net contribution (charge) to earnings	$	57	$	51	$	27	$	(53	)	$	82
Non-operating pension and other post-employment benefit costs		—		—		—		10			10
Interest income and other		—		—		—		(14	)		(14	)
Operating income (loss)		57		51		27		(57	)		78
Depreciation, depletion and amortization		65		3		54		3			125
Basis of real estate sold		—		23		—		—			23
Special items included in operating income (loss)(1)		—		—		10		—			10
Adjusted EBITDA	$	122	$	77	$	91	$	(54	)	$	236

(1)

Operating income (loss) for Wood Products includes a pretax special item consisting of a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill.

The table below reconciles Adjusted EBITDA for the quarter ended September 30, 2023:


DOLLAR AMOUNTS IN MILLIONS	Timberlands		Real Estate & ENR		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings										$	239
Interest expense, net of capitalized interest											72
Income taxes											54
Net contribution (charge) to earnings	$	78	$	56	$	277	$	(46	)	$	365
Non-operating pension and other post-employment benefit costs		—		—		—		12			12
Interest income and other		—		—		—		(24	)		(24	)
Operating income (loss)		78		56		277		(58	)		353
Depreciation, depletion and amortization		65		4		51		2			122
Basis of real estate sold		—		34		—		—			34
Adjusted EBITDA	$	143	$	94	$	328	$	(56	)	$	509

The table below reconciles Adjusted EBITDA for the year-to-date period ended September 30, 2024:


DOLLAR AMOUNTS IN MILLIONS	Timberlands			Real Estate & ENR		Wood Products			Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings												$	315
Interest expense, net of capitalized interest													203
Income taxes													38
Net contribution (charge) to earnings	$	218		$	170	$	351		$	(183	)	$	556
Non-operating pension and other post-employment benefit costs		—			—		—			31			31
Interest income and other		(1	)		—		—			(42	)		(43	)
Operating income (loss)		217			170		351			(194	)		544
Depreciation, depletion and amortization		196			10		164			6			376
Basis of real estate sold		—			93		—			—			93
Special items included in operating income (loss)(1)		—			—		(15	)		—			(15	)
Adjusted EBITDA	$	413		$	273	$	500		$	(188	)	$	998

(1)

Operating income (loss) for Wood Products includes pretax special items consisting of a $25 million product remediation recovery and a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill.

The table below reconciles Adjusted EBITDA for the year-to-date period ended September 30, 2023:


DOLLAR AMOUNTS IN MILLIONS	Timberlands		Real Estate & ENR		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings										$	620
Interest expense, net of capitalized interest											208
Income taxes											101
Net contribution (charge) to earnings	$	302	$	161	$	590	$	(124	)	$	929
Non-operating pension and other post-employment benefit costs		—		—		—		33			33
Interest income and other		—		—		—		(54	)		(54	)
Operating income (loss)		302		161		590		(145	)		908
Depreciation, depletion and amortization		201		12		156		5			374
Basis of real estate sold		—		80		—		—			80
Special items included in operating income (loss)(1)		—		—		—		11			11
Adjusted EBITDA	$	503	$	253	$	746	$	(129	)	$	1,373

(1)

Operating income (loss) for Unallocated Items includes a pretax special item consisting of an $11 million noncash environmental remediation charge.

Adjusted FAD

We use Adjusted Funds Available for Distribution (Adjusted FAD) to evaluate the company’s liquidity and measure cash generated during the period (net of capital expenditures and significant non-recurring items) that is available for dividends, repurchases of common shares, debt reduction, acquisitions and other discretionary and nondiscretionary capital allocation activities. Adjusted FAD should not be considered in isolation from, and is not intended to represent an alternative to, our results reported in accordance with U.S. GAAP. However, we believe the measure provides meaningful supplemental information for our investors about our liquidity. Adjusted FAD, as we define it, is net cash from operations adjusted for capital expenditures and significant non-recurring items. Our definition of Adjusted FAD may be different from similarly titled measures reported by other companies, including those in our industry. We reconcile Adjusted FAD to net cash from operations, as that is the most directly comparable U.S. GAAP measure.

The table below reconciles Adjusted FAD to net cash from operations:


	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2024			SEPTEMBER 2023			SEPTEMBER 2024			SEPTEMBER 2023
Net cash from operations	$	234		$	523		$	790		$	1,145
Capital expenditures		(97	)		(99	)		(267	)		(251	)
FAD		137			424			523			894
Cash from product remediation recovery		—			—			(25	)		—
Adjusted FAD	$	137		$	424		$	498		$	894
Net cash from investing activities	$	(161	)	$	(164	)	$	(381	)	$	(982	)
Net cash from financing activities	$	(171	)	$	(281	)	$	(674	)	$	(571	)

Net Earnings and Net Earnings per Diluted Share Before Special Items (Income Tax Affected)

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. 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 2024		SEPTEMBER 2023		SEPTEMBER 2024			SEPTEMBER 2023
Net earnings	$	28	$	239	$	315		$	620
Environmental remediation charge		—		—		—			8
Product remediation recovery		—		—		(19	)		—
Restructuring, impairments and other charges		7		—		7			—
Net earnings before special items	$	35	$	239	$	303		$	628

Net Earnings per Diluted Share Before Special Items


	QUARTER ENDED				YEAR-TO-DATE ENDED
	SEPTEMBER 2024		SEPTEMBER 2023		SEPTEMBER 2024			SEPTEMBER 2023
Net earnings per diluted share	$	0.04	$	0.33	$	0.43		$	0.85
Environmental remediation charge		—		—		—			0.01
Product remediation recovery		—		—		(0.02	)		—
Restructuring, impairments and other charges		0.01		—		0.01			—
Net earnings per diluted share before special items	$	0.05	$	0.33	$	0.42		$	0.86

CRITICAL ACCOUNTING ESTIMATES

There have been no significant changes during year-to-date 2024 to the critical accounting estimates presented in our 2023 Annual Report on Form 10-K.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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 September 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		$	4,897
Average interest rate		—	%		8.31	%		5.52	%		6.95	%		—	%		4.82	%		5.25	%	N/A
Variable-rate debt(2)	$	—		$	—		$	—		$	—		$	250		$	—		$	250		$	250

(1)

Excludes $41 million of unamortized discounts and capitalized debt expense.

(2)

As of September 30, 2024, the interest rate for our variable-rate debt was 6.80 percent, excluding estimated patronage refunds.

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, 2024, based on an evaluation of the company’s disclosure controls and procedures as of that date.

CHANGES IN INTERNAL CONTROLS

During third quarter 2024, we completed the implementation of a new enterprise resource planning (ERP) system, which we expect to improve the efficiency of certain financial and transactional processes. As a result of the ERP system implementation, certain internal controls over financial reporting have been modified or implemented to address the new control environment and processes associated with the new ERP system. There were no other changes in our internal control over financial reporting during the quarter ended September 30, 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 PROCEEDINGS

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.

Item 1A. RISK FACTORS

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 SECURITIES 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 third quarter 2024:


COMMON SHARE REPURCHASES DURING THIRD 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
July 1 – July 31		293,051	$	29.33		293,051	$	143,852,342
August 1 – August 31		279,733	$	30.72		279,733	$	135,258,589
September 1 – September 30		247,922	$	32.12		247,922	$	127,296,096
Total		820,706	$	30.64		820,706

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 third quarter 2024, we repurchased 820,706 shares for approximately $26 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 September 30, 2024, we had remaining authorization of $127 million for future stock repurchases.

Item 5. OTHER INFORMATION

Insider Trading Arrangements

During third quarter 2024, no director or "officer" (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the company adopted, modified or terminated trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or non-Rule 10b5-1 trading arrangements.

Item 6. EXHIBITS



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 September 30, 2024, has been formatted in Inline XBRL.

SIGNATURES

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


	WEYERHAEUSER COMPANY
	(Registrant)

Date: October 25, 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)