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, 2020 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 i ...

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, 2020 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 | --- | --- | |----------------------------------------------------------------------------|-------------------------------------------- ...

PART I FINANCIAL INFORMATION [ITEM 1. FINANCIAL STATEMENTS](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents the unaudited consolidated financial statements for the quarter ended March 31, 2020, showing improved net earnings [CONSOLIDATED STATEMENT OF OPERATIONS](index=3&type=section&id=CONSOLIDATED%20STATEMENT%20OF%20OPERATIONS) Q1 2020 vs Q1 2019 Consolidated Statement of Operations | Metric | Q1 2020 (Millions) | Q1 2019 (Millions) | | :--- | :--- | :--- | | Net sales | $1,728 | $1,643 | | Costs of sales | $1,382 | $1,322 | | Gross margin | $346 | $321 | | Operating income | $240 | $174 | | Earnings (loss) before income taxes | $147 | $(393) | | Net earnings (loss) | $150 | $(289) | | Earnings (loss) per share, basic and diluted | $0.20 | $(0.39) | [CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME](index=4&type=section&id=CONSOLIDATED%20STATEMENT%20OF%20COMPREHENSIVE%20INCOME) Q1 2020 vs Q1 2019 Consolidated Statement of Comprehensive Income | Metric | Q1 2020 (Millions) | Q1 2019 (Millions) | | :--- | :--- | :--- | | Net earnings (loss) | $150 | $(289) | | Foreign currency translation adjustments | $(42) | $14 | | Changes in unamortized actuarial loss, net of tax | $44 | $344 | | Changes in unamortized net prior service credit, net of tax | $1 | $— | | Total other comprehensive income | $3 | $358 | | Total comprehensive income | $153 | $69 | [CONSOLIDATED BALANCE SHEET](index=5&type=section&id=CONSOLIDATED%20BALANCE%20SHEET) Consolidated Balance Sheet Highlights (March 31, 2020 vs. December 31, 2019) | Metric | March 31, 2020 (Millions) | December 31, 2019 (Millions) | | :--- | :--- | :--- | | Cash and cash equivalents | $1,458 | $139 | | Total current assets | $2,493 | $1,611 | | Total assets | $17,228 | $16,406 | | Current maturities of long-term debt | $577 | $— | | Borrowings on line of credit | $550 | $230 | | Total current liabilities | $1,816 | $1,006 | | Total liabilities | $9,146 | $8,229 | | Total equity | $8,082 | $8,177 | [CONSOLIDATED STATEMENT OF CASH FLOWS](index=6&type=section&id=CONSOLIDATED%20STATEMENT%20OF%20CASH%20FLOWS) Q1 2020 vs Q1 2019 Consolidated Statement of Cash Flows | Metric | Q1 2020 (Millions) | Q1 2019 (Millions) | | :--- | :--- | :--- | | Net cash from operations | $86 | $(14) | | Net cash from investing activities | $441 | $212 | | Net cash from financing activities | $792 | $(273) | | Net change in cash and cash equivalents | $1,319 | $(75) | | Cash and cash equivalents at end of period | $1,458 | $259 | [CONSOLIDATED STATEMENT OF CHANGES IN EQUITY](index=7&type=section&id=CONSOLIDATED%20STATEMENT%20OF%20CHANGES%20IN%20EQUITY) Q1 2020 vs Q1 2019 Consolidated Statement of Changes in Equity | Metric | Q1 2020 (Millions) | Q1 2019 (Millions) | | :--- | :--- | :--- | | Common shares, end of period | $933 | $931 | | Other capital, end of period | $8,159 | $8,121 | | Retained earnings (accumulated deficit), end of period | $(109) | $543 | | Accumulated other comprehensive loss, end of period | $(901) | $(794) | | Total equity, end of period | $8,082 | $8,801 | | Dividends paid per common share | $0.34 | $0.34 | [INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS](index=8&type=section&id=INDEX%20FOR%20NOTES%20TO%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) - The index lists 16 notes covering topics from Basis of Presentation to Income Taxes, providing detailed explanations for the financial statements[8](index=8&type=chunk) [NOTES TO CONSOLIDATED FINANCIAL STATEMENTS](index=9&type=section&id=NOTES%20TO%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) [NOTE 1: BASIS OF PRESENTATION](index=9&type=section&id=NOTE%201%3A%20BASIS%20OF%20PRESENTATION) - Unaudited Consolidated Financial Statements reflect management's necessary adjustments for fair presentation[9](index=9&type=chunk) - Prepared pursuant to SEC rules for interim financial statements, with certain information condensed or omitted compared to annual reports[9](index=9&type=chunk) - Interim results are not necessarily indicative of full-year results[9](index=9&type=chunk) [NOTE 2: BUSINESS SEGMENTS](index=9&type=section&id=NOTE%202%3A%20BUSINESS%20SEGMENTS) Business Segments and Q1 2020 vs Q1 2019 Performance | Segment | Q1 2020 Sales (Millions) | Q1 2019 Sales (Millions) | Q1 2020 Net Contribution (Millions) | Q1 2019 Net Contribution (Millions) | | :--- | :--- | :--- | :--- | :--- | | Timberlands | $381 | $431 | $105 | $120 | | Real Estate & ENR | $112 | $118 | $36 | $55 | | Wood Products | $1,235 | $1,094 | $134 | $69 | | Total Sales | $1,728 | $1,643 | | | | Total Net Contribution | | | $275 | $244 | - Unallocated items include share-based compensation, pension and postretirement costs, elimination of intersegment profit in inventory and LIFO, foreign exchange transaction gains and losses, interest income and other, as well as legacy obligations[11](index=11&type=chunk) [NOTE 3: REVENUE RECOGNITION](index=9&type=section&id=NOTE%203%3A%20REVENUE%20RECOGNITION) Q1 2020 vs Q1 2019 Net Sales by Major Product | Product Category | Q1 2020 (Millions) | Q1 2019 (Millions) | Change (Millions) | | :--- | :--- | :--- | :--- | | **Timberlands Segment:** | | | | | Delivered logs | $344 | $393 | $(49) | | Total Timberlands net sales | $381 | $431 | $(50) | | **Real Estate & ENR Segment:** | | | | | Real estate | $95 | $96 | $(1) | | Energy and natural resources | $17 | $22 | $(5) | | Total Real Estate & ENR net sales | $112 | $118 | $(6) | | **Wood Products Segment:** | | | | | Structural lumber | $508 | $444 | +$64 | | Oriented strand board | $190 | $160 | +$30 | | Engineered solid section | $127 | $116 | +$11 | | Engineered I-joists | $78 | $70 | +$8 | | Softwood plywood | $39 | $44 | $(5) | | Medium density fiberboard | $44 | $38 | +$6 | | Complementary building products | $153 | $137 | +$16 | | Other products produced | $96 | $85 | +$11 | | Total Wood Products net sales | $1,235 | $1,094 | +$141 | | **Total net sales** | **$1,728** | **$1,643** | **+$85** | - The sale of Michigan timberlands in November 2019 impacted Northern delivered log sales[12](index=12&type=chunk) [NOTE 4: NET EARNINGS (LOSS) PER SHARE AND SHARE REPURCHASES](index=10&type=section&id=NOTE%204%3A%20NET%20EARNINGS%20(LOSS)%20PER%20SHARE%20AND%20SHARE%20REPURCHASES) - Basic and diluted earnings per share were **$0.20 for Q1 2020**, a significant improvement from **$(0.39) for Q1 2019**[13](index=13&type=chunk) Weighted Average Shares Outstanding (in thousands) | Metric | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Basic | 746,534 | 746,603 | | Dilutive potential common shares | 621 | — | | Diluted | 747,155 | 746,603 | - The company **did not repurchase shares in Q1 2020**, while in Q1 2019, it repurchased over **2.3 million common shares for approximately $60 million**[17](index=17&type=chunk) - As of March 31, 2020, **$440 million remained authorized** for future share repurchases[17](index=17&type=chunk) [NOTE 5: INVENTORIES](index=11&type=section&id=NOTE%205%3A%20INVENTORIES) Inventories (March 31, 2020 vs. December 31, 2019) | Inventory Type | March 31, 2020 (Millions) | December 31, 2019 (Millions) | | :--- | :--- | :--- | | LIFO inventories | $123 | $111 | | FIFO or moving average cost inventories | $260 | $210 | | Materials and supplies | $97 | $95 | | **Total Inventories** | **$480** | **$416** | - If FIFO were used for all LIFO inventories, stated inventories would have been higher by **$76 million** as of March 31, 2020, and December 31, 2019[18](index=18&type=chunk) [NOTE 6: VARIABLE INTEREST ENTITIES](index=11&type=section&id=NOTE%206%3A%20VARIABLE%20INTEREST%20ENTITIES) - Received **$362 million in proceeds** from the final buyer-sponsored SPE at maturity during Q1 2020[20](index=20&type=chunk) - **No further Variable Interest Entities (SPEs) remain** as of March 31, 2020[20](index=20&type=chunk) [NOTE 7: PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS](index=12&type=section&id=NOTE%207%3A%20PENSION%20AND%20OTHER%20POSTRETIREMENT%20BENEFIT%20PLANS) Net Periodic Benefit Cost (Q1 2020 vs Q1 2019) | Benefit Type | Q1 2020 (Millions) | Q1 2019 (Millions) | | :--- | :--- | :--- | | Total net periodic benefit cost - pension | $17 | $475 | | Total net periodic benefit cost - other postretirement benefits | $2 | $3 | - The significant decrease in pension cost is due to a **$455 million noncash pretax settlement charge** recorded in Q1 2019[23](index=23&type=chunk) [NOTE 8: ACCRUED LIABILITIES](index=13&type=section&id=NOTE%208%3A%20ACCRUED%20LIABILITIES) Accrued Liabilities (March 31, 2020 vs. December 31, 2019) | Category | March 31, 2020 (Millions) | December 31, 2019 (Millions) | | :--- | :--- | :--- | | Compensation and employee benefit costs | $143 | $188 | | Current portion of lease liabilities | $32 | $33 | | Customer rebates, volume discounts and deferred income | $73 | $105 | | Interest | $74 | $98 | | Taxes payable | $32 | $24 | | Other | $94 | $82 | | **Total Accrued Liabilities** | **$448** | **$530** | [NOTE 9: LONG-TERM DEBT AND LINE OF CREDIT](index=13&type=section&id=NOTE%209%3A%20LONG-TERM%20DEBT%20AND%20LINE%20OF%20CREDIT) - Issued **$750 million of 4.00% notes due April 2030** in March 2020, with net proceeds of $732 million[26](index=26&type=chunk) - Refinanced and extended the **$1.5 billion five-year senior unsecured revolving credit facility**, now expiring in January 2025[26](index=26&type=chunk) - Outstanding borrowings on the credit facility were **$550 million** as of March 31, 2020, up from $230 million at December 31, 2019[26](index=26&type=chunk) [NOTE 10: FAIR VALUE OF FINANCIAL INSTRUMENTS](index=13&type=section&id=NOTE%2010%3A%20FAIR%20VALUE%20OF%20FINANCIAL%20INSTRUMENTS) Fair Value vs. Carrying Value of Debt (March 31, 2020 vs. December 31, 2019) | Debt Type | March 31, 2020 Carrying Value (Millions) | March 31, 2020 Fair Value (Millions) | December 31, 2019 Carrying Value (Millions) | December 31, 2019 Fair Value (Millions) | | :--- | :--- | :--- | :--- | :--- | | Fixed rate | $6,651 | $7,233 | $5,922 | $6,986 | | Variable rate | $775 | $775 | $455 | $455 | | **Total debt** | **$7,426** | **$8,008** | **$6,377** | **$7,441** | - The carrying values of most financial instruments approximate their fair values[27](index=27&type=chunk)[28](index=28&type=chunk) [NOTE 11: LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES](index=14&type=section&id=NOTE%2011%3A%20LEGAL%20PROCEEDINGS%2C%20COMMITMENTS%20AND%20CONTINGENCIES) - No current legal proceedings are believed to have a material adverse effect on the financial statements[29](index=29&type=chunk) - Accrual for future estimated remediation costs was approximately **$61 million** as of March 31, 2020[30](index=30&type=chunk) - Asset retirement obligation reserve was **$32 million** as of March 31, 2020, primarily for reforestation and landfill closures[31](index=31&type=chunk) [NOTE 12: ACCUMULATED OTHER COMPREHENSIVE LOSS](index=14&type=section&id=NOTE%2012%3A%20ACCUMULATED%20OTHER%20COMPREHENSIVE%20LOSS) Accumulated Other Comprehensive Loss Components (Q1 2020 vs Q1 2019) | Component | March 31, 2020 (Millions) | March 31, 2019 (Millions) | | :--- | :--- | :--- | | Pension (net of tax) | $(1,084) | $(1,000) | | Other Postretirement Benefits (net of tax) | $(11) | $(18) | | Translation Adjustments and Other | $194 | $224 | | **Total Accumulated Other Comprehensive Loss** | **$(901)** | **$(794)** | [NOTE 13: SHARE-BASED COMPENSATION](index=15&type=section&id=NOTE%2013%3A%20SHARE-BASED%20COMPENSATION) Share-based Compensation Activity (Q1 2020) | Type | Granted (Thousands) | Vested (Thousands) | | :--- | :--- | :--- | | Restricted stock units (RSUs) | 804 | 693 | | Performance share units (PSUs) | 377 | 91 | - A total of **906 thousand shares of common stock were issued** as a result of RSU vestings, PSU vestings, and stock option exercises[33](index=33&type=chunk) - PSUs granted in 2020 will vest at a **maximum of 100 percent of target value** in the event of negative absolute company total shareholder return[35](index=35&type=chunk) [NOTE 14: DIVESTITURE](index=15&type=section&id=NOTE%2014%3A%20DIVESTITURE) - Completed the sale of **630,000 acres of Montana timberlands for $145 million** in cash proceeds on March 26, 2020[37](index=37&type=chunk) - **No material gain or loss was recorded** as a result of this sale due to an impairment recorded during Q4 2019[37](index=37&type=chunk) [NOTE 15: OTHER OPERATING COSTS, NET](index=15&type=section&id=NOTE%2015%3A%20OTHER%20OPERATING%20COSTS%2C%20NET) Other Operating Costs, Net (Q1 2020 vs Q1 2019) | Category | Q1 2020 (Millions) | Q1 2019 (Millions) | | :--- | :--- | :--- | | Foreign exchange losses, net | $8 | $3 | | Litigation expense (income), net | $(4) | $25 | | Research and development expenses | $1 | $1 | | Other, net | $5 | $8 | | **Total other operating costs, net** | **$10** | **$37** | [NOTE 16: INCOME TAXES](index=15&type=section&id=NOTE%2016%3A%20INCOME%20TAXES) - Income tax benefit was **$3 million for Q1 2020**, down from $104 million for Q1 2019[39](index=39&type=chunk) - As a real estate investment trust (REIT), the company is generally not subject to federal corporate income taxes on distributed REIT taxable income[39](index=39&type=chunk) - Corporate income taxes are paid on earnings of wholly-owned Taxable REIT Subsidiaries (TRSs), which includes the Wood Products segment[39](index=39&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)](index=16&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS%20(MD%26A)) Management discusses Q1 2020 financial results, segment performance, and the initial impacts of the COVID-19 pandemic [NOTE ABOUT FORWARD-LOOKING STATEMENTS](index=16&type=section&id=NOTE%20ABOUT%20FORWARD-LOOKING%20STATEMENTS) - The report contains forward-looking statements regarding future performance and the effects of the COVID-19 pandemic, subject to various risks[40](index=40&type=chunk) - Key risks include economic conditions, market demand, currency exchange rates, trade restrictions, and operational performance[40](index=40&type=chunk) - There is no guarantee that anticipated events will occur, and forward-looking statements speak only as of the date they are made[40](index=40&type=chunk) [RESULTS OF OPERATIONS](index=16&type=section&id=RESULTS%20OF%20OPERATIONS) - Sales realizations for Timberlands and Wood Products refer to net selling prices[41](index=41&type=chunk) - Real Estate transactions are presented at the contract sales price before commissions and closing costs[41](index=41&type=chunk) - Net contribution to earnings does not include interest expense or income taxes[41](index=41&type=chunk) [ECONOMIC AND MARKET CONDITIONS AFFECTING OUR OPERATIONS](index=17&type=section&id=ECONOMIC%20AND%20MARKET%20CONDITIONS%20AFFECTING%20OUR%20OPERATIONS) - The COVID-19 pandemic led to proactive steps to safeguard employees and adjustments in production and harvest volumes[42](index=42&type=chunk) - The outlook for 2020 anticipates a **severe contraction in U.S. GDP and housing activity in Q2**, with recovery beginning in Q3[43](index=43&type=chunk) - Q1 2020 prices for most wood products improved from Q4 2019, with the **Oriented Strand Board Composite price up 23%**[43](index=43&type=chunk) - Export log prices to China increased slightly by **4% in Q1 2020**, with potential for improved competitiveness due to tariff exclusions[44](index=44&type=chunk) [CONSOLIDATED RESULTS](index=18&type=section&id=CONSOLIDATED%20RESULTS) Q1 2020 vs Q1 2019 Consolidated Financial Performance | Metric | Q1 2020 (Millions) | Q1 2019 (Millions) | Change (Millions) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net sales | $1,728 | $1,643 | +$85 | +5% | | Costs of sales | $1,382 | $1,322 | +$60 | +5% | | Operating income | $240 | $174 | +$66 | +38% | | Net earnings (loss) | $150 | $(289) | +$439 | +152% | | Earnings (loss) per share, basic and diluted | $0.20 | $(0.39) | +$0.59 | | - Net sales increased primarily due to a **$141 million increase in Wood Products sales**[46](index=46&type=chunk) - Net earnings increased primarily due to a **$461 million decrease in non-operating pension costs** and a **$66 million increase in operating income**[47](index=47&type=chunk)[48](index=48&type=chunk) [TIMBERLANDS](index=19&type=section&id=TIMBERLANDS) Q1 2020 vs Q1 2019 Timberlands Segment Performance | Metric | Q1 2020 (Millions) | Q1 2019 (Millions) | Change (Millions) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net sales to unaffiliated customers | $381 | $431 | $(50) | -12% | | Total sales | $503 | $556 | $(53) | -10% | | Costs of sales | $375 | $413 | $(38) | -9% | | Operating income and Net contribution to earnings | $105 | $120 | $(15) | -13% | - Western log sales decreased **$28 million** (12% volume decrease, 2% price decrease)[50](index=50&type=chunk) - Northern log sales decreased **$12 million** (43% volume decrease), primarily due to the sale of Michigan timberlands[50](index=50&type=chunk) - Southern log sales decreased **$9 million** (3% price decrease, 3% volume decrease)[50](index=50&type=chunk) Q1 2020 vs Q1 2019 Third-Party Log Sales Volumes and Fee Harvest Volumes (Thousands of Tons) | Metric | Q1 2020 | Q1 2019 | Change | | :--- | :--- | :--- | :--- | | Third-party log sales – tons | 6,333 | 6,913 | (580) | | Fee harvest volumes – tons | 8,826 | 9,504 | (678) | [REAL ESTATE, ENERGY AND NATURAL RESOURCES](index=20&type=section&id=REAL%20ESTATE%2C%20ENERGY%20AND%20NATURAL%20RESOURCES) Q1 2020 vs Q1 2019 Real Estate & ENR Segment Performance | Metric | Q1 2020 (Millions) | Q1 2019 (Millions) | Change (Millions) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net sales | $112 | $118 | $(6) | -5% | | Costs of sales | $70 | $56 | +$14 | +25% | | Net contribution to earnings | $36 | $55 | $(19) | -35% | - Net sales decreased primarily due to **lower natural gas prices** and decreased sales of energy right-of-ways[55](index=55&type=chunk) Q1 2020 vs Q1 2019 Real Estate Sales Statistics | Metric | Q1 2020 | Q1 2019 | Change | | :--- | :--- | :--- | :--- | | Acres sold | 44,974 | 38,834 | +6,140 | | Average price per acre | $1,992 | $2,424 | $(432) | [WOOD PRODUCTS](index=21&type=section&id=WOOD%20PRODUCTS) Q1 2020 vs Q1 2019 Wood Products Segment Performance | Metric | Q1 2020 (Millions) | Q1 2019 (Millions) | Change (Millions) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net sales | $1,235 | $1,094 | +$141 | +13% | | Costs of sales | $1,040 | $967 | +$73 | +8% | | Operating income and Net contribution to earnings | $134 | $69 | +$65 | +94% | - Structural lumber sales increased **$64 million** (8% increase in sales volumes, 6% increase in sales realizations)[58](index=58&type=chunk) - Oriented strand board sales increased **$30 million** (10% increase in sales realizations, 7% increase in sales volumes)[58](index=58&type=chunk) Q1 2020 vs Q1 2019 Wood Products Sales Volumes (Millions) | Product | Q1 2020 | Q1 2019 | Change | | :--- | :--- | :--- | :--- | | Structural lumber (board feet) | 1,222 | 1,133 | +89 | | Oriented strand board (square feet 3/8") | 770 | 717 | +53 | | Engineered solid section (cubic feet) | 5.9 | 5.2 | +0.7 | | Engineered I-joists (lineal feet) | 47 | 41 | +6 | | Softwood plywood (square feet 3/8") | 113 | 115 | (2) | | Medium density fiberboard (square feet 3/4") | 52 | 44 | +8 | [UNALLOCATED ITEMS](index=22&type=section&id=UNALLOCATED%20ITEMS) Q1 2020 vs Q1 2019 Net Charge to Earnings – Unallocated Items | Category | Q1 2020 (Millions) | Q1 2019 (Millions) | Change (Millions) | | :--- | :--- | :--- | :--- | | Unallocated corporate function and variable compensation expense | $(19) | $(19) | $— | | Liability classified share-based compensation | $10 | $(4) | +$14 | | Foreign exchange loss | $(8) | $(3) | $(5) | | Elimination of intersegment profit in inventory and LIFO | $(13) | $(5) | $(8) | | Other | $(5) | $(39) | +$34 | | Operating loss | $(35) | $(70) | +$35 | | Non-operating pension and other postretirement benefit costs | $(9) | $(470) | +$461 | | Interest income and other | $1 | $10 | $(9) | | **Net charge to earnings** | **$(43)** | **$(530)** | **+$487** | - The decrease in net charge to earnings is primarily due to the absence of a **$455 million noncash pension settlement charge** recorded in Q1 2019[64](index=64&type=chunk) [INTEREST EXPENSE](index=23&type=section&id=INTEREST%20EXPENSE) - Interest expense, net of capitalized interest, was **$85 million for Q1 2020**, down from $107 million for Q1 2019[65](index=65&type=chunk) - The decrease is primarily due to the absence of a **$12 million charge** related to the early extinguishment of debt in Q1 2019[66](index=66&type=chunk) [INCOME TAXES](index=23&type=section&id=INCOME%20TAXES) - The provision for income taxes was a **$3 million benefit for Q1 2020**, compared to a $104 million benefit for Q1 2019[67](index=67&type=chunk) - The decrease in income tax benefit is primarily due to the **$110 million tax benefit** recognized in Q1 2019 related to the noncash pension settlement charge[68](index=68&type=chunk) [LIQUIDITY AND CAPITAL RESOURCES](index=23&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) - **Temporarily suspended the quarterly cash dividend** to enhance and preserve liquidity due to uncertainty regarding the COVID-19 pandemic[70](index=70&type=chunk) - Reduced 2020 capital expenditures by approximately **$90 million** and operating expenses by approximately **$55 million**[70](index=70&type=chunk) - Increased cash on hand by **$550 million** through a precautionary draw on the revolving credit facility and issued **$750 million of 4.00% senior notes**[70](index=70&type=chunk)[71](index=71&type=chunk) - **Reduced salary for the CEO by 30%**, senior management by 10%, and board fees by 20% for the remainder of the year[71](index=71&type=chunk) [CASH FROM OPERATIONS](index=24&type=section&id=CASH%20FROM%20OPERATIONS) - Consolidated net cash from operations was **$86 million for Q1 2020**, a significant increase from $(14) million for Q1 2019[72](index=72&type=chunk) - The increase is primarily due to increased cash inflows from business segments and decreases in cash paid for income taxes and interest[72](index=72&type=chunk) [CASH FROM INVESTING ACTIVITIES](index=24&type=section&id=CASH%20FROM%20INVESTING%20ACTIVITIES) - Consolidated net cash from investing activities was **$441 million for Q1 2020**, up from $212 million for Q1 2019[73](index=73&type=chunk) - The increase is primarily due to **$145 million of proceeds** from the sale of Montana timberlands and a **$109 million increase in proceeds** from VIEs[73](index=73&type=chunk)[77](index=77&type=chunk) Q1 2020 vs Q1 2019 Capital Spending by Business Segment (Millions) | Segment | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Timberlands | $30 | $26 | | Wood Products | $38 | $30 | | Unallocated Items | $— | $3 | | **Total** | **$68** | **$59** | - Expected net capital expenditures for 2020 are approximately **$270 million**[74](index=74&type=chunk) [CASH FROM FINANCING ACTIVITIES](index=24&type=section&id=CASH%20FROM%20FINANCING%20ACTIVITIES) - Consolidated net cash from financing activities was **$792 million for Q1 2020**, a significant increase from $(273) million for Q1 2019[75](index=75&type=chunk) - The increase is primarily due to a **$512 million decrease** in cash used for payments of long-term debt and a **$500 million increase** in net cash from credit line borrowings[75](index=75&type=chunk) - Outstanding borrowings on the **$1.5 billion revolving credit facility were $550 million** as of March 31, 2020[76](index=76&type=chunk) - Issued **$750 million of 4.00% notes due April 2030** in March 2020, with net proceeds of $732 million[78](index=78&type=chunk) - Cash dividends on common shares were **$254 million** for both Q1 2020 and Q1 2019[81](index=81&type=chunk) - **No share repurchases occurred during Q1 2020**, compared to $60 million in Q1 2019[82](index=82&type=chunk) [PERFORMANCE MEASURES](index=25&type=section&id=PERFORMANCE%20MEASURES) [Adjusted EBITDA by Segment](index=25&type=section&id=Adjusted%20EBITDA%20by%20Segment) Q1 2020 vs Q1 2019 Adjusted EBITDA by Segment | Segment | Q1 2020 (Millions) | Q1 2019 (Millions) | Change (Millions) | | :--- | :--- | :--- | :--- | | Timberlands | $173 | $193 | $(20) | | Real Estate & ENR | $101 | $106 | $(5) | | Wood Products | $184 | $115 | +$69 | | Unallocated Items | $(45) | $(49) | +$4 | | **Total Adjusted EBITDA** | **$413** | **$365** | **+$48** | - Adjusted EBITDA is a non-GAAP measure, defined as operating income adjusted for depreciation, depletion, amortization, basis of real estate sold, and special items[83](index=83&type=chunk) [Net Earnings and Net Earnings per Diluted Share Before Special Items](index=27&type=section&id=Net%20Earnings%20and%20Net%20Earnings%20per%20Diluted%20Share%20Before%20Special%20Items) Q1 2020 vs Q1 2019 Net Earnings Before Special Items (Millions) | Metric | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Net earnings (loss) | $150 | $(289) | | Early extinguishment of debt charge | — | $9 | | Legal charge (benefit) | $(12) | $15 | | Pension settlement charge | — | $345 | | **Net earnings before special items** | **$138** | **$80** | Q1 2020 vs Q1 2019 Net Earnings per Diluted Share Before Special Items | Metric | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Net earnings (loss) per diluted share | $0.20 | $(0.39) | | Early extinguishment of debt charge | — | $0.01 | | Legal charge (benefit) | $(0.02) | $0.02 | | Pension settlement charge | — | $0.47 | | **Net earnings per diluted share before special items** | **$0.18** | **$0.11** | [CRITICAL ACCOUNTING POLICIES](index=27&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES) - There have been **no significant changes** during Q1 2020 to the critical accounting policies presented in the 2019 Annual Report[90](index=90&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=27&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section discloses the company's exposure to market risks, specifically focusing on long-term indebtedness obligations [LONG-TERM INDEBTEDNESS OBLIGATIONS](index=27&type=section&id=LONG-TERM%20INDEBTEDNESS%20OBLIGATIONS) Summary of Long-Term Indebtedness Principal Obligations as of March 31, 2020 (Millions) | Debt Type | 2021 | 2023 | Thereafter | Total | Fair Value | Average Interest Rate | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Fixed-rate debt | $719 | $1,876 | $4,074 | $6,669 | $7,233 | 5.77% | | Variable-rate debt | $— | $— | $225 | $225 | $225 | 2.59% | - Includes **$569 million of principal outstanding** on 4.70% notes due March 2021, which will be redeemed in May 2020[91](index=91&type=chunk) - The discontinuation of LIBOR is **not expected to have a material adverse effect** on the company's financial position or interest expense[79](index=79&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=27&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) This section confirms the effectiveness of disclosure controls and reports no material changes in internal control over financial reporting [EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES](index=27&type=section&id=EVALUATION%20OF%20DISCLOSURE%20CONTROLS%20AND%20PROCEDURES) - The company's principal executive officer and principal financial officer concluded that **disclosure controls and procedures were effective** as of March 31, 2020[93](index=93&type=chunk) [CHANGES IN INTERNAL CONTROLS](index=28&type=section&id=CHANGES%20IN%20INTERNAL%20CONTROLS) - **No changes occurred** in the company's internal control over financial reporting during Q1 2020 that have materially affected internal controls[94](index=94&type=chunk) PART II OTHER INFORMATION [ITEM 1. LEGAL PROCEEDINGS](index=28&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) This section refers to Note 11, indicating no current proceedings are expected to have a material adverse effect on financial statements - Refer to Note 11: Legal Proceedings, Commitments and Contingencies for details[95](index=95&type=chunk) - No current legal proceedings are believed to have a material adverse effect on the Consolidated Balance Sheet, Consolidated Statement of Operations or Consolidated Statement of Cash Flows[29](index=29&type=chunk) [ITEM 1A. RISK FACTORS](index=28&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section highlights new risks related to the COVID-19 pandemic and its potential adverse effects on the company's business - Supplements and updates the risk factors in the 2019 Annual Report on Form 10-K[96](index=96&type=chunk) - **New risks are related to COVID-19**, which may adversely affect the business, results of operations, cash flows, and financial condition[97](index=97&type=chunk) - The extent of COVID-19's impact is **highly uncertain** and depends on future developments, potentially exacerbating other existing risks[97](index=97&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=28&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company did not repurchase any shares during Q1 2020 under its 2019 Repurchase Program - **No share repurchases were made** during Q1 2020[98](index=98&type=chunk) - The 2019 Repurchase Program authorizes the repurchase of up to **$500 million** of outstanding shares[98](index=98&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=28&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) This section states that there were no defaults upon senior securities during the reported period - No defaults upon senior securities[98](index=98&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=28&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Not applicable[98](index=98&type=chunk) [ITEM 5. OTHER INFORMATION](index=28&type=section&id=ITEM%205.%20OTHER%20INFORMATION) This section indicates that no other information is reported under this item - None[98](index=98&type=chunk) [ITEM 6. EXHIBITS](index=29&type=section&id=ITEM%206.%20EXHIBITS) This section lists various exhibits filed with the 10-Q report, including indentures, agreements, and XBRL documents - Includes Fifth Supplemental Indenture dated March 30, 2020, and Officers' Certificate (including Form of 4.0% Global Note due 2030)[99](index=99&type=chunk) - Lists various executive change in control and severance agreements, and the Amended and Restated Annual Incentive Plan for Salaried Employees[99](index=99&type=chunk) - Includes the Revolving Credit Facility Agreement dated January 29, 2020[99](index=99&type=chunk) - Contains XBRL Instance Document and Taxonomy Extension Schema, Calculation, Definition, Label, and Presentation Linkbase Documents[99](index=99&type=chunk) [SIGNATURE](index=30&type=section&id=SIGNATURE) The report is signed by the Vice President and Chief Accounting Officer on behalf of Weyerhaeuser Company - The report was signed by David M. Wold, Vice President and Chief Accounting Officer, on May 1, 2020[101](index=101&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2019 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 A WASHINGTON CORPORATION 91-0470860 (IRS EMPLOYER IDENTIFICATION NO.) 220 OCCIDENTAL AVENUE SOUTH, SEATTLE, WASHINGTON 9 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2019 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 ...

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, 2019 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 | --- | --- | |------------------------------------------------------------------------|-----------------------------------------| | | | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________________________________ FORM 10-Q __________________________________________________ x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2019 or o 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 _________________________________ ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018 or o 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 A WASHINGTON CORPORATION 91-0470860 (IRS EMPLOYER IDENTIFICATION NO.) 220 OCCIDENTAL AVENUE SOUTH, SEA ...