Quarterly Report for Quarter Ending MARCH 31, 2024 (Form 10-Q)

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 MARCH 31, 2024

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO ______

COMMISSION FILE NUMBER: 1-4825

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in its charter)

Washington		91-0470860
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
220 Occidental Avenue South Seattle, Washington		98104-7800
(Address of principal executive offices)		(Zip Code)

(206) 539-3000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $1.25 per share		WY		New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒		Accelerated filer	☐
Non-accelerated filer	☐		Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐Yes ☒No

Asof April 22, 2024, 729,017thousand shares of the registrant's common stock ($1.25 par value) were outstanding.

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS:
	CONSOLIDATED STATEMENT OF OPERATIONS	1
	CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME	2
	CONSOLIDATED BALANCE SHEET	3
	CONSOLIDATED STATEMENT OF CASH FLOWS	4
	CONSOLIDATED STATEMENT OF CHANGES IN EQUITY	5
	INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	6
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	7
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)	14
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	24
ITEM 4.	CONTROLS AND PROCEDURES	25
PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	25
ITEM 1A.	RISK FACTORS	25
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	25
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES - NOT APPLICABLE
ITEM 4.	MINE SAFETY DISCLOSURES - NOT APPLICABLE
ITEM 5.	OTHER INFORMATION	26
ITEM 6.	EXHIBITS	27
	SIGNATURES	28

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

		QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES		MARCH 2024			MARCH 2023
Net sales (Note 3)		$	1,796			$	1,881
Costs of sales			1,441				1,512
Gross margin			355				369
Selling expenses			22				22
General and administrative expenses			120				101
Other operating costs, net (Note 13)			17				10
Operating income			196				236
Non-operating pension and other post-employment benefit costs (Note 6)			(11	)			(9	)
Interest income and other			16				12
Interest expense, net of capitalized interest			(67	)			(66	)
Earnings before income taxes			134				173
Income taxes (Note 14)			(20	)			(22	)
Net earnings		$	114			$	151
Earnings per share, basic and diluted (Note 4)		$	0.16			$	0.21
Weighted average shares outstanding (in thousands) (Note 4):
Basic			730,043				733,163
Diluted			730,558				733,546

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)

		QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS		MARCH 2024			MARCH 2023
Net earnings		$	114			$	151
Other comprehensive (loss) income:
Foreign currency translation adjustments			(9	)			-
Changes in unamortized actuarial loss, net of tax expense of $4and $2			8				7
Total other comprehensive (loss) income			(1	)			7
Total comprehensive income		$	113			$	158

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PAR VALUE		MARCH 31, 2024			DECEMBER 31, 2023
ASSETS
Current assets:
Cash and cash equivalents		$	871			$	1,164
Receivables, net			405				354
Receivables for taxes			13				10
Inventories (Note 5)			630				566
Prepaid expenses and other current assets			192				219
Total current assets			2,111				2,313
Property and equipment, less accumulated depreciation of $3,935and $3,901			2,283				2,269
Construction in progress			243				270
Timber and timberlands at cost, less depletion			11,481				11,528
Minerals and mineral rights, less depletion			198				200
Deferred tax assets			14				15
Other assets			426				388
Total assets		$	16,756			$	16,983
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt		$	210			$	-
Accounts payable			310				287
Accrued liabilities (Note 7)			424				501
Total current liabilities			944				788
Long-term debt, net			4,861				5,069
Deferred tax liabilities			84				81
Deferred pension and other post-employment benefits (Note 6)			460				461
Other liabilities			353				348
Total liabilities			6,702				6,747
Commitments and contingencies (Note 10)
Equity:
Common shares: $1.25par value; authorized 1,360million shares; issued and outstanding: 729,141thousand shares at March 31, 2024 and 729,753thousand shares at December 31, 2023			912				912
Other capital			7,566				7,608
Retained earnings			1,870				2,009
Accumulated other comprehensive loss (Note 11)			(294	)			(293	)
Total equity			10,054				10,236
Total liabilities and equity		$	16,756			$	16,983

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

		QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS		MARCH 2024			MARCH 2023
Cash flows from operations:
Net earnings		$	114			$	151
Noncash charges (credits) to earnings:
Depreciation, depletion and amortization			125				126
Basis of real estate sold			31				33
Pension and other post-employment benefits (Note 6)			16				15
Share-based compensation expense (Note 12)			10				8
Other			1				3
Change in:
Receivables, net			(53	)			(83	)
Receivables and payables for taxes			(3	)			14
Inventories			(68	)			(36	)
Prepaid expenses and other current assets			17				(9	)
Accounts payable and accrued liabilities			(51	)			(87	)
Pension and post-employment benefit contributions and payments			(4	)			(6	)
Other			(11	)			(3	)
Net cash from operations			124				126
Cash flows from investing activities:
Capital expenditures for property and equipment			(57	)			(50	)
Capital expenditures for timberlands reforestation			(22	)			(21	)
Other			2				2
Net cash from investing activities			(77	)			(69	)
Cash flows from financing activities:
Cash dividends on common shares			(248	)			(799	)
Repurchases of common shares (Note 4)			(50	)			(34	)
Other			(10	)			(8	)
Net cash from financing activities			(308	)			(841	)
Net change in cash, cash equivalents and restricted cash			(261	)			(784	)
Cash, cash equivalents and restricted cash at beginning of period			1,164				1,581
Cash, cash equivalents and restricted cash at end of period		$	903			$	797
Cash paid during the period for:
Interest, net of amount capitalized of $2and $1		$	57			$	57
Income taxes, net of refunds		$	23			$	6

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENTOF CHANGES IN EQUITY

(UNAUDITED)

		QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES		MARCH 2024			MARCH 2023
Common shares:
Balance at beginning of period		$	912			$	916
Issued for exercise of stock options and vested units			2				1
Repurchases of common shares (Note 4)			(2	)			(1	)
Balance at end of period			912				916
Other capital:
Balance at beginning of period			7,608				7,691
Issued for exercise of stock options			2				2
Repurchases of common shares (Note 4)			(47	)			(34	)
Share-based compensation			10				8
Other transactions, net			(7	)			(5	)
Balance at end of period			7,566				7,662
Retained earnings:
Balance at beginning of period			2,009				2,389
Net earnings			114				151
Dividends on common shares			(253	)			(802	)
Balance at end of period			1,870				1,738
Accumulated other comprehensive loss:
Balance at beginning of period			(293	)			(247	)
Other comprehensive (loss) income			(1	)			7
Balance at end of period (Note 11)			(294	)			(240	)
Total equity:
Balance at end of period		$	10,054			$	10,076
Dividends paid per common share		$	0.34			$	1.09

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:	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:	RESTRICTED CASH	13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE QUARTERS ENDED MARCH 31, 2024 AND 2023

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; compliance with covenants in our debt agreements; our expectations concerning our contingent liabilities and the sufficiency of related reserves and accruals including, but not limited to, cost estimates of future litigation and environmental remediation; our provision for income taxes; expected capital expenditures; expected returns on pension plan assets; market and general economic conditions, including related influencing factors such as the trajectory of U.S. housing activity, repair and remodel activity, inflation trends and interest rates; 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," "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:

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:

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, particularly in the first half of 2023, home sales and building activity slowed due in part to higher mortgage interest rates, reduced affordability and general macroeconomic conditions. In the second half of 2023 and into first quarter 2024, new home sales and single-family construction activity strengthened, supported by near record-low levels of existing inventory and resilient levels of demand. On a seasonally adjusted annual basis, as reported by the U.S. Census Bureau, housing starts for first quarter 2024 averaged 1.4 million units, a 4.7 percent decrease from fourth quarter 2023. Single-family starts averaged 1.1 million units in first quarter 2024, a 1.4 percent increase from fourth quarter 2023. Multi-family starts averaged 346 thousand units in first quarter 2024, which was a 19.5 percent decrease from fourth quarter 2023. 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 667 thousand units for first quarter 2024, an increase of 3.5 percent from fourth quarter 2023. 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 decreased by 2.8 percent from fourth quarter 2023 to first quarter 2024 according to the Census Bureau Advance Retail Spending report. Near-term, activity has been supported by existing homeowners staying in place and investing in their current homes due to the lock-in effect of having lower rate mortgages compared to current rates. 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 43 years.

In U.S. wood product markets, demand for lumber and OSB was influenced by cautious buyer sentiment at the outset of first quarter 2024. As the quarter progressed, demand was steady in response to strong single-family housing starts. The Random Lengths Framing Lumber Composite price averaged $403/MBF and the OSB Composite averaged $460/MSF in first quarter 2024. Over the course of the first quarter, composite prices for lumber increased from $395/MBF to $422/MBF and composite prices for OSB increased from $430/MSF to $603/MSF. Constrained capacity for OSB led to the sharp price increases, while lumber supply moderately outpaced demand.

In Western log markets, Douglas fir sawlog prices decreased 2.9 percent in first quarter 2024 compared with fourth quarter 2023, 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 were stable in first quarter 2024 compared to fourth quarter 2023 and declined 0.6 percent from first quarter 2023 as reported by TimberMart-South. While there continued to be demand for logs across the region and markets generally had ample log supply, a number of mills faced elevated inventories and were adjusting operations due to lower lumber prices.

Currency exchange rates, available supply from other countries and trade policy affect our export businesses. During first quarter 2024, end use demand in export markets moderated. In Japan, total housing starts decreased 7.8 percent year to date through February compared to the same period in 2023, while the key Post and Beam segment saw a 5.9 percent decrease. Lumber imports to Japan from Europe were reduced due to supply chain costs, which provided some support for log sales. China's weaker end use demand for logs and lumber was offset by lower competitive supply, leading to an increase 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, increased from 6.6 percent at the end of fourth quarter 2023 to 6.8 percent at the end of first 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 3.5 percent as of March 2024, which 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 of the 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 of 3.8 percent in March 2024 remained near historically low levels and increased 0.1 percent from the end of fourth quarter 2023.

Governments and businesses across the globe are taking action on climate change and are making significant commitments towards 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 First Quarter 2024

		QUARTER ENDED			AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES		MARCH 2024			MARCH 2023			2024 VS. 2023
Net sales		$	1,796			$	1,881			$	(85	)
Costs of sales		$	1,441			$	1,512			$	(71	)
Operating income		$	196			$	236			$	(40	)
Net earnings		$	114			$	151			$	(37	)
Earnings per share, basic and diluted		$	0.16			$	0.21			$	(0.05	)

Comparing First Quarter 2024 with First Quarter 2023

Net sales

Net sales decreased $85 million - 5 percent - primarily due to a $75 million decrease in Timberlands sales to unaffiliated customers, attributable to decreased log sales volumes and sales realizations.

Costs of sales

Costs of sales decreased $71 million - 5 percent - primarily due to decreased sales volumes in our Wood Products segment, as well as decreased third-party log purchases and sales volumes in our Timberlands segment.

Operating income

Operating income decreased $40 million - 17 percent - primarily due to a $14 million decrease in consolidated gross margin (see discussion of components above), as well as increased elimination of intersegment profit in inventory and LIFO and unallocated corporate function and variable compensation expense.

Net earnings

Net earnings decreased $37 million - 25 percent - primarily due to the $40 million decrease in operating income, as discussed above, partially offset by a $2 million decrease in income tax expense (refer to Income Taxes).

TIMBERLANDS

How We Did First Quarter 2024

		QUARTER ENDED			AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS		MARCH 2024			MARCH 2023			2024 VS. 2023
Net sales to unaffiliated customers:
Delivered logs:
West		$	176			$	229			$	(53	)
South			151				168				(17	)
North			13				17				(4	)
Subtotal delivered logs sales			340				414				(74	)
Stumpage and pay-as-cut timber			11				16				(5	)
Recreational and other lease revenue			19				18				1
Other(1)			17				14				3
Subtotal net sales to unaffiliated customers			387				462				(75	)
Intersegment sales			134				142				(8	)
Total sales		$	521			$	604			$	(83	)
Costs of sales		$	415			$	461			$	(46	)
Operating income and Net contribution to earnings		$	80			$	120			$	(40	)

Comparing First Quarter 2024 with First Quarter 2023

Net sales to unaffiliated customers

Net sales to unaffiliated customers decreased $75 million - 16 percent - primarily due to a $53 million decrease in Western log sales attributable to a 13 percent decrease in sales volumes and a 12 percent decrease in sales realizations, as well as a $17 million decrease in Southern log sales attributable to a 7 percent decrease in sales volumes and a 3 percent decrease in sales realizations.

Intersegment sales

Intersegment sales decreased $8 million - 6 percent - primarily due to a 3 percent decrease in sales realizations, as well as a 3 percent decrease in sales volumes.

Costs of sales

Costs of sales decreased $46 million - 10 percent - primarily due to decreased Western third-party log purchases and freight costs, as well as decreased sales volumes across all regions.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings decreased $40 million - 33 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
VOLUMES IN THOUSANDS		MARCH 2024			MARCH 2023			2024 VS. 2023
Third-party log sales - tons:
West(1)			1,452				1,674				(222	)
South			4,089				4,386				(297	)
North			175				204				(29	)
Total			5,716				6,264				(548	)
Fee harvest volumes - tons:
West(1)			2,214				2,245				(31	)
South			5,990				6,432				(442	)
North			239				285				(46	)
Total			8,443				8,962				(519	)

REAL ESTATE, ENERGY AND NATURAL RESOURCES

How We Did First Quarter 2024

		QUARTER ENDED			AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS		MARCH 2024			MARCH 2023			2024 VS. 2023
Net sales:
Real estate		$	83			$	72			$	11
Energy and natural resources			24				29				(5	)
Total		$	107			$	101			$	6
Costs of sales		$	41			$	41			$	-
Operating income and Net contribution to earnings		$	60			$	53			$	7

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 First Quarter 2024 with First Quarter 2023

Net sales

Net sales increased $6 million - 6 percent - primarily due to increases in average price per acre sold and mitigation credit sales, partially offset by a decrease in royalty income from our Energy and Natural Resources business.

Costs of sales

Costs of sales remained consistent with an increase in mitigation credit sales offset by a decrease in acres sold.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings increased $7 million - 13 percent - primarily due to the change in the components of gross margin, as discussed above.

REAL ESTATE SALES STATISTICS

		QUARTER ENDED			AMOUNT OF CHANGE
		MARCH 2024			MARCH 2023			2024 VS. 2023
Acres sold			19,774				20,753				(979	)
Average price per acre		$	3,629			$	3,241			$	388

WOOD PRODUCTS

How We Did First Quarter 2024

		QUARTER ENDED			AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS		MARCH 2024			MARCH 2023			2024 VS. 2023
Net sales:
Structural lumber		$	464			$	515			$	(51	)
Oriented strand board			255				208				47
Engineered solid section			177				169				8
Engineered I-joists			99				87				12
Softwood plywood			41				41				-
Medium density fiberboard			39				38				1
Complementary building products			141				163				(22	)
Other products produced(1)			86				97				(11	)
Total		$	1,302			$	1,318			$	(16	)
Costs of sales		$	1,107			$	1,159			$	(52	)
Operating income and Net contribution to earnings		$	128			$	95			$	33

Comparing First Quarter 2024 with First Quarter 2023

Net sales

Net sales decreased $16 million - 1 percent - due to:

These decreases were partially offset by:

Costs of sales

Costs of sales decreased $52 million - 4 percent - primarily due to decreased sales volumes for oriented strand board and structural lumber, as discussed above, as well as decreased raw material costs across most product lines.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings increased $33 million - 35 percent - primarily due to the change in the components of gross margin, as discussed above.

Third-Party Sales Volumes

		QUARTER ENDED			AMOUNT OF CHANGE
VOLUMES IN MILLIONS(1)		MARCH 2024			MARCH 2023			2024 VS. 2023
Structural lumber - board feet			1,080				1,144				(64	)
Oriented strand board - square feet (3/8")			710				773				(63	)
Engineered solid section - cubic feet			5.4				4.7				0.7
Engineered I-joists - lineal feet			37				27				10
Softwood plywood - square feet (3/8")			81				83				(2	)
Medium density fiberboard - square feet (3/4")			33				29				4

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
VOLUMES IN MILLIONS		MARCH 2024			MARCH 2023			2024 VS. 2023
Structural lumber - board feet:
Production			1,085				1,143				(58	)
Outside purchase			33				39				(6	)
Total			1,118				1,182				(64	)
Oriented strand board - square feet (3/8"):
Production			735				761				(26	)
Outside purchase			20				17				3
Total			755				778				(23	)
Engineered solid section - cubic feet:
Production			5.7				4.6				1.1
Outside purchase			2.8				2.0				0.8
Total			8.5				6.6				1.9
Engineered I-joists - lineal feet:
Production			43				25				18
Outside purchase			1				-				1
Total			44				25				19
Softwood plywood - square feet (3/8"):
Production			72				74				(2	)
Outside purchase			9				12				(3	)
Total			81				86				(5	)
Medium density fiberboard - square feet (3/4"):
Production			34				34				-
Total			34				34				-

UNALLOCATED ITEMS

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.

Net Charge to Earnings - Unallocated Items

		QUARTER ENDED			AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS		MARCH 2024			MARCH 2023			2024 VS. 2023
Unallocated corporate function and variable compensation expense		$	(38	)		$	(27	)		$	(11	)
Liability classified share-based compensation			(1	)			-				(1	)
Foreign exchange loss			(1	)			(1	)			-
Elimination of intersegment profit in inventory and LIFO			(6	)			9				(15	)
Other			(26	)			(13	)			(13	)
Operating loss			(72	)			(32	)			(40	)
Non-operating pension and other post-employment benefit costs			(11	)			(9	)			(2	)
Interest income and other			16				12				4
Net charge to earnings		$	(67	)		$	(29	)		$	(38	)

Comparing First Quarter 2024 with First Quarter 2023

Net charge to earnings increased $38 million - 131 percent - primarily due to a $15 million increase in elimination of intersegment profit in inventory and LIFO and an $11 million increase in unallocated corporate function and variable compensation expense.

INTEREST EXPENSE

Our interest expense, net of capitalized interest, was:

Interest expense increased by $1 million compared to first quarter 2023 primarily due to a series of debt issuances and retirements during 2023 that slightly increased our average outstanding debt.

INCOME TAXES

Our provision for income taxes was:

Our provision for income taxes is primarily driven by earnings generated by our TRSs. Income tax expense decreased by $2 million compared to first quarter 2023 primarily due to a slight decrease in our overall earnings in first quarter 2024.

Refer to Note 14: Income Taxesfor 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 March 31, 2024, we had $871 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:

Net cash from operations decreased $2 million primarily due to a $17 million increase in cash paid for income taxes, partially offset by increased cash inflows from our business operations.

CASH FROM INVESTING ACTIVITIES

Consolidated net cash from investing activities was:

Net cash from investing activities decreased $8 million primarily due to an $8 million increase in cash paid for capital expenditures.

Summary of Capital Spending by Business Segment

		QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS		MARCH 2024			MARCH 2023
Timberlands		$	31			$	26
Wood Products			42				43
Unallocated Items			6				2
Total		$	79			$	71

We anticipate our capital expenditures for 2024 to be approximately $440 million. The amount we spend on capital expenditures could change.

CASH FROM FINANCING ACTIVITIES

Consolidated net cash from financing activities was:

Net cash from financing activities increased $533 million primarily due to a $551 million decrease in cash used for payments of dividends, partially offset by a $16 million increase in cash used for repurchases of common stock.

Line of Credit

In March 2023, we entered into a new $1.5 billion five-year senior unsecured revolving credit facility, which expires in March 2028 and replaced the existing facility which was set to expire in January 2025. Borrowings will bear interest at a floating rate based on either the adjusted term SOFR plus a spread or a mutually agreed upon base rate plus a spread. We had no outstanding borrowings on our $1.5 billion five-year senior unsecured revolving credit facility as of March 31, 2024 or December 31, 2023.

Refer to Note 8: Line of Creditfor further information.

Long-Term Debt

We have $210 million of long-term debt scheduled to mature during first quarter 2025.

Refer to Note 9: Fair Value of Financial Instrumentsfor further information.

Debt Covenants

As of March 31, 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:

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.

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

Share Repurchases

We repurchased 1,472,369 common shares for approximately $49 million (including transaction fees) during first quarter 2024 and we repurchased 1,115,560 common shares for approximately $35 million (including transaction fees) during first quarter 2023 under the 2021 Repurchase Program. There were no unsettled shares as of March 31, 2024 and 13,866 unsettled shares (approximately $1 million) as of December 31, 2023. Refer to Note 4: Net Earnings Per Share and Share Repurchasesfor 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
DOLLAR AMOUNTS IN MILLIONS		MARCH 2024			MARCH 2023			2024 VS. 2023
Adjusted EBITDA by Segment:
Timberlands		$	144			$	188			$	(44	)
Real Estate & ENR			94				89				5
Wood Products			184				148				36
			422				425				(3	)
Unallocated Items			(70	)			(30	)			(40	)
Adjusted EBITDA		$	352			$	395			$	(43	)

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 March 31, 2024:

DOLLAR AMOUNTS IN MILLIONS		Timberlands			Real Estate & ENR			Wood Products			Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings														$	114
Interest expense, net of capitalized interest															67
Income taxes															20
Net contribution (charge) to earnings		$	80			$	60			$	128			$	(67	)		$	201
Non-operating pension and other post-employment benefit costs			-				-				-				11				11
Interest income and other			-				-				-				(16	)			(16	)
Operating income (loss)			80				60				128				(72	)			196
Depreciation, depletion and amortization			64				3				56				2				125
Basis of real estate sold			-				31				-				-				31
Adjusted EBITDA		$	144			$	94			$	184			$	(70	)		$	352

The table below reconciles Adjusted EBITDA for the quarter ended March 31, 2023:

DOLLAR AMOUNTS IN MILLIONS		Timberlands			Real Estate & ENR			Wood Products			Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings														$	151
Interest expense, net of capitalized interest															66
Income taxes															22
Net contribution (charge) to earnings		$	120			$	53			$	95			$	(29	)		$	239
Non-operating pension and other post-employment benefit costs			-				-				-				9				9
Interest income and other			-				-				-				(12	)			(12	)
Operating income (loss)			120				53				95				(32	)			236
Depreciation, depletion and amortization			68				3				53				2				126
Basis of real estate sold			-				33				-				-				33
Adjusted EBITDA		$	188			$	89			$	148			$	(30	)		$	395

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
DOLLAR AMOUNTS IN MILLIONS		MARCH 2024			MARCH 2023
Net cash from operations		$	124			$	126
Capital expenditures			(79	)			(71	)
Adjusted FAD		$	45			$	55
Net cash from investing activities		$	(77	)		$	(69	)
Net cash from financing activities		$	(308	)		$	(841	)

CRITICAL ACCOUNTING POLICIES

There have been no significant changes during first quarter 2024 to the critical accounting policies 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:

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 March 31, 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			$	4,775
Average interest rate			-	%			8.31	%			5.52	%			6.95	%			-	%			4.82	%			5.25	%		N/A
Variable-rate debt(2)		$	-			$	-			$	-			$	-			$	250			$	-			$	250			$	250

Item 4. CONTROLS ANDPROCEDURES

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 March 31, 2024, based on an evaluation of the company's disclosure controls and procedures as of that date.

CHANGES IN INTERNAL CONTROLS

No changes occurred in the company's internal control over financial reporting during first quarter 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 first quarter 2024:

COMMON SHARE REPURCHASES DURING FIRST 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
January 1 - January 31			136,247			$	33.03				136,247			$	247,298,679
February 1 - February 29			823,395			$	33.04				823,395			$	220,090,994
March 1 - March 31			512,727			$	34.41				512,727			$	202,445,908
Total			1,472,369			$	33.52				1,472,369

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 first quarter 2024, we repurchased 1,472,369 shares for approximately $49 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 March 31, 2024, we had remaining authorization of $202 million for future stock repurchases.

Item 5. OTHER INFORMATION

Item 6. EXHIBITS

10.1	Form of Weyerhaeuser Company 2022 Long-Term Incentive Plan Performance Share Unit Award Terms and Conditions for Plan Year 2024 (incorporated by reference to Exhibit 10.1to the Current Report on Form 8-K filed on January 24, 2024 - Commission File Number 1-4825)
10.2	Form of Weyerhaeuser Company 2022 Long-Term Incentive Plan Restricted Stock Unit Award Terms and Conditions for Plan Year 2024 (incorporated by reference to Exhibit 10.2to the Current Report on Form 8-K filed on January 24, 2024 - Commission File Number 1-4825)
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 March 31, 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: April 26, 2024	By:	/s/ David M. Wold
		David M. Wold
		Senior Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer and Duly Authorized Officer)