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, 20232024

or

☐

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

FOR THE TRANSITION PERIOD FROM TO ______

COMMISSION FILE NUMBER: 1-4825

 

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in its charter)

 

 

Washington

 

91-0470860

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

 

 

 

220 Occidental Avenue South

Seattle, Washington

 

98104-7800

(Address of principal executive offices)

 

(Zip Code)

 

(206) 539-3000

(Registrant’s telephone number, including area code)

 

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $1.25 per share

 

WY

 

New York Stock Exchange

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

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

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

 

Large accelerated filer

☒

 

Accelerated filer

☐

Non-accelerated filer

☐

 

Smaller reporting company

☐

Emerging growth company

☐

 

 

 

 

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

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

As of April 24, 2023,22, 2024, 732,296729,017 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

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 – NOT APPLICABLE

26

ITEM 6.

EXHIBITS

2627

 

SIGNATURES

2728

 

 

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

 

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

 

 

QUARTER ENDED

 

 

QUARTER ENDED

 

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES

 

MARCH 2023

 

 

MARCH 2022

 

 

MARCH 2024

 

 

MARCH 2023

 

Net sales (Note 3)

 

$

1,881

 

 

$

3,112

 

 

$

1,796

 

 

$

1,881

 

Costs of sales

 

 

1,512

 

 

 

1,647

 

 

 

1,441

 

 

 

1,512

 

Gross margin

 

 

369

 

 

 

1,465

 

 

 

355

 

 

 

369

 

Selling expenses

 

 

22

 

 

 

23

 

 

 

22

 

 

 

22

 

General and administrative expenses

 

 

101

 

 

 

92

 

 

 

120

 

 

 

101

 

Other operating costs, net (Note 13)

 

 

10

 

 

 

6

 

 

 

17

 

 

 

10

 

Operating income

 

 

236

 

 

 

1,344

 

 

 

196

 

 

 

236

 

Non-operating pension and other post-employment benefit costs (Note 6)

 

 

(9

)

 

 

(15

)

 

 

(11

)

 

 

(9

)

Interest income and other

 

 

12

 

 

 

(1

)

 

 

16

 

 

 

12

 

Interest expense, net of capitalized interest

 

 

(66

)

 

 

(72

)

 

 

(67

)

 

 

(66

)

Loss on debt extinguishment (Note 8)

 

 

—

 

 

 

(276

)

Earnings before income taxes

 

 

173

 

 

 

980

 

 

 

134

 

 

 

173

 

Income taxes (Note 14)

 

 

(22

)

 

 

(209

)

 

 

(20

)

 

 

(22

)

Net earnings

 

$

151

 

 

$

771

 

 

$

114

 

 

$

151

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share, basic and diluted (Note 4)

 

$

0.21

 

 

$

1.03

 

 

$

0.16

 

 

$

0.21

 

Weighted average shares outstanding (in thousands) (Note 4):

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

733,163

 

 

 

747,507

 

 

 

730,043

 

 

 

733,163

 

Diluted

 

 

733,546

 

 

 

748,823

 

 

 

730,558

 

 

 

733,546

 

 

See accompanying Notes to Consolidated Financial Statements.

1

 

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)

 

 

QUARTER ENDED

 

 

QUARTER ENDED

 

DOLLAR AMOUNTS IN MILLIONS

 

MARCH 2023

 

 

MARCH 2022

 

 

MARCH 2024

 

 

MARCH 2023

 

Net earnings

 

$

151

 

 

$

771

 

 

$

114

 

 

$

151

 

Other comprehensive income:

 

 

 

 

 

 

Other comprehensive (loss) income:

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

—

 

 

 

16

 

 

 

(9

)

 

 

—

 

Changes in unamortized actuarial loss, net of tax expense of $2 and $5

 

 

7

 

 

 

13

 

Changes in unamortized net prior service credit, net of tax expense of $0 and $1

 

 

—

 

 

 

—

 

Total other comprehensive income

 

 

7

 

 

 

29

 

Changes in unamortized actuarial loss, net of tax expense of $4 and $2

 

 

8

 

 

 

7

 

Total other comprehensive (loss) income

 

 

(1

)

 

 

7

 

Total comprehensive income

 

$

158

 

 

$

800

 

 

$

113

 

 

$

158

 

 

See accompanying Notes to Consolidated Financial Statements.

2

 

WEYERHAEUSER COMPANY

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

 

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PAR VALUE

 

MARCH 31,
 2023

 

 

DECEMBER 31,
2022

 

 

MARCH 31,
2024

 

 

DECEMBER 31,
2023

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

797

 

 

$

1,581

 

 

$

871

 

 

$

1,164

 

Receivables, net

 

 

440

 

 

 

357

 

 

 

405

 

 

 

354

 

Receivables for taxes

 

 

28

 

 

 

42

 

 

 

13

 

 

 

10

 

Inventories (Note 5)

 

 

586

 

 

 

550

 

 

 

630

 

 

 

566

 

Prepaid expenses and other current assets

 

 

202

 

 

 

216

 

 

 

192

 

 

 

219

 

Total current assets

 

 

2,053

 

 

 

2,746

 

 

 

2,111

 

 

 

2,313

 

Property and equipment, less accumulated depreciation of $3,759 and $3,710

 

 

2,157

 

 

 

2,171

 

Property and equipment, less accumulated depreciation of $3,935 and $3,901

 

 

2,283

 

 

 

2,269

 

Construction in progress

 

 

222

 

 

 

222

 

 

 

243

 

 

 

270

 

Timber and timberlands at cost, less depletion

 

 

11,564

 

 

 

11,604

 

 

 

11,481

 

 

 

11,528

 

Minerals and mineral rights, less depletion

 

 

211

 

 

 

214

 

 

 

198

 

 

 

200

 

Deferred tax assets

 

 

8

 

 

 

8

 

 

 

14

 

 

 

15

 

Other assets

 

 

365

 

 

 

375

 

 

 

426

 

 

 

388

 

Total assets

 

$

16,580

 

 

$

17,340

 

 

$

16,756

 

 

$

16,983

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Current maturities of long-term debt (Note 8)

 

$

981

 

 

$

982

 

Current maturities of long-term debt

 

$

210

 

 

$

—

 

Accounts payable

 

 

266

 

 

 

247

 

 

 

310

 

 

 

287

 

Accrued liabilities (Note 7)

 

 

403

 

 

 

511

 

 

 

424

 

 

 

501

 

Total current liabilities

 

 

1,650

 

 

 

1,740

 

 

 

944

 

 

 

788

 

Long-term debt, net (Note 8)

 

 

4,072

 

 

 

4,071

 

Long-term debt, net

 

 

4,861

 

 

 

5,069

 

Deferred tax liabilities

 

 

101

 

 

 

96

 

 

 

84

 

 

 

81

 

Deferred pension and other post-employment benefits (Note 6)

 

 

346

 

 

 

344

 

 

 

460

 

 

 

461

 

Other liabilities

 

 

335

 

 

 

340

 

 

 

353

 

 

 

348

 

Total liabilities

 

 

6,504

 

 

 

6,591

 

 

 

6,702

 

 

 

6,747

 

Commitments and contingencies (Note 10)

 

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

 

 

 

 

 

Common shares: $1.25 par value; authorized 1,360 million shares; issued and outstanding: 732,507 thousand shares at March 31, 2023 and 732,794 thousand shares at December 31, 2022

 

 

916

 

 

 

916

 

Common shares: $1.25 par value; authorized 1,360 million shares; issued and outstanding: 729,141 thousand shares at March 31, 2024 and 729,753 thousand shares at December 31, 2023

 

 

912

 

 

 

912

 

Other capital

 

 

7,662

 

 

 

7,691

 

 

 

7,566

 

 

 

7,608

 

Retained earnings

 

 

1,738

 

 

 

2,389

 

 

 

1,870

 

 

 

2,009

 

Accumulated other comprehensive loss (Note 11)

 

 

(240

)

 

 

(247

)

 

 

(294

)

 

 

(293

)

Total equity

 

 

10,076

 

 

 

10,749

 

 

 

10,054

 

 

 

10,236

 

Total liabilities and equity

 

$

16,580

 

 

$

17,340

 

 

$

16,756

 

 

$

16,983

 

 

See accompanying Notes to Consolidated Financial Statements.

3

 

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

 

 

QUARTER ENDED

 

 

QUARTER ENDED

 

DOLLAR AMOUNTS IN MILLIONS

 

MARCH 2023

 

 

MARCH 2022

 

 

MARCH 2024

 

 

MARCH 2023

 

Cash flows from operations:

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

151

 

 

$

771

 

 

$

114

 

 

$

151

 

Noncash charges (credits) to earnings:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation, depletion and amortization

 

 

126

 

 

 

122

 

 

 

125

 

 

 

126

 

Basis of real estate sold

 

 

33

 

 

 

31

 

 

 

31

 

 

 

33

 

Deferred income taxes, net

 

 

3

 

 

 

14

 

Pension and other post-employment benefits (Note 6)

 

 

15

 

 

 

25

 

 

 

16

 

 

 

15

 

Share-based compensation expense (Note 12)

 

 

8

 

 

 

8

 

 

 

10

 

 

 

8

 

Loss on debt extinguishment (Note 8)

 

 

—

 

 

 

276

 

Other

 

 

1

 

 

 

3

 

Change in:

 

 

 

 

 

 

 

 

 

 

 

 

Receivables, net

 

 

(83

)

 

 

(238

)

 

 

(53

)

 

 

(83

)

Receivables and payables for taxes

 

 

14

 

 

 

110

 

 

 

(3

)

 

 

14

 

Inventories

 

 

(36

)

 

 

(87

)

 

 

(68

)

 

 

(36

)

Prepaid expenses and other current assets

 

 

(9

)

 

 

(1

)

 

 

17

 

 

 

(9

)

Accounts payable and accrued liabilities

 

 

(87

)

 

 

(62

)

 

 

(51

)

 

 

(87

)

Pension and post-employment benefit contributions and payments

 

 

(6

)

 

 

(4

)

 

 

(4

)

 

 

(6

)

Other

 

 

(3

)

 

 

(8

)

 

 

(11

)

 

 

(3

)

Net cash from operations

 

 

126

 

 

 

957

 

 

 

124

 

 

 

126

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures for property and equipment

 

 

(50

)

 

 

(50

)

 

 

(57

)

 

 

(50

)

Capital expenditures for timberlands reforestation

 

 

(21

)

 

 

(20

)

 

 

(22

)

 

 

(21

)

Acquisition of timberlands

 

 

—

 

 

 

(18

)

Other

 

 

2

 

 

 

1

 

 

 

2

 

 

 

2

 

Net cash from investing activities

 

 

(69

)

 

 

(87

)

 

 

(77

)

 

 

(69

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends on common shares

 

 

(799

)

 

 

(1,218

)

 

 

(248

)

 

 

(799

)

Net proceeds from issuance of long-term debt (Note 8)

 

 

—

 

 

 

881

 

Payments on long-term debt (Note 8)

 

 

—

 

 

 

(1,203

)

Proceeds from exercise of stock options

 

 

2

 

 

 

12

 

Repurchases of common shares (Note 4)

 

 

(34

)

 

 

(118

)

 

 

(50

)

 

 

(34

)

Other

 

 

(10

)

 

 

(18

)

 

 

(10

)

 

 

(8

)

Net cash from financing activities

 

 

(841

)

 

 

(1,664

)

 

 

(308

)

 

 

(841

)

Net change in cash, cash equivalents and restricted cash

 

 

(784

)

 

 

(794

)

 

 

(261

)

 

 

(784

)

Cash, cash equivalents and restricted cash at beginning of period

 

 

1,581

 

 

 

1,999

 

 

 

1,164

 

 

 

1,581

 

Cash, cash equivalents and restricted cash at end of period

 

$

797

 

 

$

1,205

 

 

$

903

 

 

$

797

 

Cash paid (received) during the period for:

 

 

 

 

 

 

Interest, net of amount capitalized of $1 and $1

 

$

57

 

 

$

78

 

Cash paid during the period for:

 

 

 

 

 

 

Interest, net of amount capitalized of $2 and $1

 

$

57

 

 

$

57

 

Income taxes, net of refunds

 

$

6

 

 

$

85

 

 

$

23

 

 

$

6

 

 

See accompanying Notes to Consolidated Financial Statements.

4

 

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(UNAUDITED)

 

 

QUARTER ENDED

 

 

QUARTER ENDED

 

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES

 

MARCH 2023

 

 

MARCH 2022

 

 

MARCH 2024

 

 

MARCH 2023

 

Common shares:

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

916

 

 

$

934

 

 

$

912

 

 

$

916

 

Issued for exercise of stock options and vested units

 

 

1

 

 

 

2

 

 

 

2

 

 

 

1

 

Repurchases of common shares (Note 4)

 

 

(1

)

 

 

(4

)

 

 

(2

)

 

 

(1

)

Balance at end of period

 

 

916

 

 

 

932

 

 

 

912

 

 

 

916

 

Other capital:

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

 

7,691

 

 

 

8,181

 

 

 

7,608

 

 

 

7,691

 

Issued for exercise of stock options

 

 

2

 

 

 

11

 

 

 

2

 

 

 

2

 

Repurchases of common shares (Note 4)

 

 

(34

)

 

 

(117

)

 

 

(47

)

 

 

(34

)

Share-based compensation

 

 

8

 

 

 

8

 

 

 

10

 

 

 

8

 

Other transactions, net

 

 

(5

)

 

 

(7

)

 

 

(7

)

 

 

(5

)

Balance at end of period

 

 

7,662

 

 

 

8,076

 

 

 

7,566

 

 

 

7,662

 

Retained earnings:

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

 

2,389

 

 

 

2,131

 

 

 

2,009

 

 

 

2,389

 

Net earnings

 

 

151

 

 

 

771

 

 

 

114

 

 

 

151

 

Dividends on common shares

 

 

(802

)

 

 

(1,223

)

 

 

(253

)

 

 

(802

)

Balance at end of period

 

 

1,738

 

 

 

1,679

 

 

 

1,870

 

 

 

1,738

 

Accumulated other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

 

(247

)

 

 

(479

)

 

 

(293

)

 

 

(247

)

Other comprehensive income

 

 

7

 

 

 

29

 

Other comprehensive (loss) income

 

 

(1

)

 

 

7

 

Balance at end of period (Note 11)

 

 

(240

)

 

 

(450

)

 

 

(294

)

 

 

(240

)

Total equity:

 

 

 

 

 

 

 

 

 

 

 

 

Balance at end of period

 

$

10,076

 

 

$

10,237

 

 

$

10,054

 

 

$

10,076

 

 

 

 

 

 

 

 

 

 

 

Dividends paid per common share

 

$

1.09

 

 

$

1.63

 

 

$

0.34

 

 

$

1.09

 

 

See accompanying Notes to Consolidated Financial Statements.

5

 

INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1:

BASIS OF PRESENTATION

7

 

 

 

NOTE 2:

BUSINESS SEGMENTS

7

 

 

 

NOTE 3:

REVENUE RECOGNITION

8

 

 

 

NOTE 4:

NET EARNINGS PER SHARE AND SHARE REPURCHASES

8

 

 

 

NOTE 5:

INVENTORIES

9

 

 

 

NOTE 6:

PENSION AND OTHER POST-EMPLOYMENT BENEFIT PLANS

10

 

 

 

NOTE 7:

ACCRUED LIABILITIES

10

 

 

 

NOTE 8:

LONG-TERM DEBT AND LINE OF CREDIT

10

 

 

 

NOTE 9:

FAIR VALUE OF FINANCIAL INSTRUMENTS

11

 

 

 

NOTE 10:

LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES

11

 

 

 

NOTE 11:

ACCUMULATED OTHER COMPREHENSIVE LOSS

12

 

 

 

NOTE 12:

SHARE-BASED COMPENSATION

12

 

 

 

NOTE 13:

OTHER OPERATING COSTS, NET

13

 

 

 

NOTE 14:

INCOME TAXES

13

 

 

 

NOTE 15:

RESTRICTED CASH

13

6

 

6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE QUARTERS ENDED MARCH 31, 20232024 AND 20222023

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,” “we,“the company,” “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, 2022.2023. 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; manufacturing, distributing and selling products made from trees; maximizing the value of our acreage through the sale of higher and better use (HBU) properties; and monetizing the value of surface and subsurface assets through leases and royalties.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 resources)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

 

 

QUARTER ENDED

 

DOLLAR AMOUNTS IN MILLIONS

 

MARCH 2023

 

 

MARCH 2022

 

 

MARCH 2024

 

 

MARCH 2023

 

Sales to unaffiliated customers:

 

 

 

 

 

 

 

 

 

 

 

 

Timberlands

 

$

462

 

 

$

465

 

 

$

387

 

 

$

462

 

Real Estate & ENR

 

 

101

 

 

 

128

 

 

 

107

 

 

 

101

 

Wood Products

 

 

1,318

 

 

 

2,519

 

 

 

1,302

 

 

 

1,318

 

 

 

1,881

 

 

 

3,112

 

 

 

1,796

 

 

 

1,881

 

Intersegment sales:

 

 

 

 

 

 

 

 

 

 

 

 

Timberlands

 

 

142

 

 

 

161

 

 

 

134

 

 

 

142

 

 

 

 

 

 

 

 

 

 

 

 

 

Total sales

 

 

2,023

 

 

 

3,273

 

 

 

1,930

 

 

 

2,023

 

Intersegment eliminations

 

 

(142

)

 

 

(161

)

 

 

(134

)

 

 

(142

)

Total

 

$

1,881

 

 

$

3,112

 

 

$

1,796

 

 

$

1,881

 

Net contribution (charge) to earnings:

 

 

 

 

 

 

 

 

 

 

 

 

Timberlands

 

$

120

 

 

$

182

 

 

$

80

 

 

$

120

 

Real Estate & ENR

 

 

53

 

 

 

81

 

 

 

60

 

 

 

53

 

Wood Products

 

 

95

 

 

 

1,182

 

 

 

128

 

 

 

95

 

 

 

268

 

 

 

1,445

 

 

 

268

 

 

 

268

 

Unallocated items(1)

 

 

(29

)

 

 

(117

)

 

 

(67

)

 

 

(29

)

Net contribution to earnings

 

 

239

 

 

 

1,328

 

 

 

201

 

 

 

239

 

Interest expense, net of capitalized interest

 

 

(66

)

 

 

(72

)

 

 

(67

)

 

 

(66

)

Loss on debt extinguishment

 

 

—

 

 

 

(276

)

Earnings before income taxes

 

 

173

 

 

 

980

 

 

 

134

 

 

 

173

 

Income taxes

 

 

(22

)

 

 

(209

)

 

 

(20

)

 

 

(22

)

Net earnings

 

$

151

 

 

$

771

 

 

$

114

 

 

$

151

 

(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 as well as legacy obligations.other.

7

 

NOTE 3: REVENUE RECOGNITION

A reconciliation of revenue recognized by our major products:

 

 

 

QUARTER ENDED

 

DOLLAR AMOUNTS IN MILLIONS

 

MARCH 2023

 

 

MARCH 2022

 

Net sales to unaffiliated customers:

 

 

 

 

 

 

Timberlands segment

 

 

 

 

 

 

Delivered logs:

 

 

 

 

 

 

West

 

 

 

 

 

 

Domestic sales

 

$

93

 

 

$

113

 

Export grade sales

 

 

136

 

 

 

146

 

Subtotal West

 

 

229

 

 

 

259

 

South

 

 

168

 

 

 

154

 

North

 

 

17

 

 

 

15

 

Subtotal delivered logs sales

 

 

414

 

 

 

428

 

Stumpage and pay-as-cut timber

 

 

16

 

 

 

9

 

Recreational and other lease revenue

 

 

18

 

 

 

17

 

Other(1)

 

 

14

 

 

 

11

 

Net sales attributable to Timberlands segment

 

 

462

 

 

 

465

 

Real Estate & ENR segment

 

 

 

 

 

 

Real estate

 

 

72

 

 

 

97

 

Energy and natural resources

 

 

29

 

 

 

31

 

Net sales attributable to Real Estate & ENR segment

 

 

101

 

 

 

128

 

Wood Products segment

 

 

 

 

 

 

Structural lumber

 

 

515

 

 

 

1,206

 

Oriented strand board

 

 

208

 

 

 

564

 

Engineered solid section

 

 

169

 

 

 

196

 

Engineered I-joists

 

 

87

 

 

 

137

 

Softwood plywood

 

 

41

 

 

 

58

 

Medium density fiberboard

 

 

38

 

 

 

48

 

Complementary building products

 

 

163

 

 

 

215

 

Other(2)

 

 

97

 

 

 

95

 

Net sales attributable to Wood Products segment

 

 

1,318

 

 

 

2,519

 

Total net sales

 

$

1,881

 

 

$

3,112

 

 

 

QUARTER ENDED

 

DOLLAR AMOUNTS IN MILLIONS

 

MARCH 2024

 

 

MARCH 2023

 

Net sales to unaffiliated customers:

 

 

 

 

 

 

Timberlands segment

 

 

 

 

 

 

Delivered logs:

 

 

 

 

 

 

West

 

 

 

 

 

 

Domestic sales

 

$

94

 

 

$

93

 

Export grade sales

 

 

82

 

 

 

136

 

Subtotal West

 

 

176

 

 

 

229

 

South

 

 

151

 

 

 

168

 

North

 

 

13

 

 

 

17

 

Subtotal delivered logs sales

 

 

340

 

 

 

414

 

Stumpage and pay-as-cut timber

 

 

11

 

 

 

16

 

Recreational and other lease revenue

 

 

19

 

 

 

18

 

Other(1)

 

 

17

 

 

 

14

 

Net sales attributable to Timberlands segment

 

 

387

 

 

 

462

 

Real Estate & ENR segment

 

 

 

 

 

 

Real estate

 

 

83

 

 

 

72

 

Energy and natural resources

 

 

24

 

 

 

29

 

Net sales attributable to Real Estate & ENR segment

 

 

107

 

 

 

101

 

Wood Products segment

 

 

 

 

 

 

Structural lumber

 

 

464

 

 

 

515

 

Oriented strand board

 

 

255

 

 

 

208

 

Engineered solid section

 

 

177

 

 

 

169

 

Engineered I-joists

 

 

99

 

 

 

87

 

Softwood plywood

 

 

41

 

 

 

41

 

Medium density fiberboard

 

 

39

 

 

 

38

 

Complementary building products

 

 

141

 

 

 

163

 

Other(2)

 

 

86

 

 

 

97

 

Net sales attributable to Wood Products segment

 

 

1,302

 

 

 

1,318

 

Total net sales

 

$

1,796

 

 

$

1,881

 

(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:

●
$0.210.16 during first quarter 20232024 and
●
$1.030.21 during first quarter 2022.2023.

8

 

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

 

 

QUARTER ENDED

 

SHARES IN THOUSANDS

 

MARCH 2023

 

 

MARCH 2022

 

 

MARCH 2024

 

 

MARCH 2023

 

Weighted average common shares outstanding – basic

 

 

733,163

 

 

 

747,507

 

 

 

730,043

 

 

 

733,163

 

Dilutive potential common shares:

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

 

137

 

 

 

384

 

 

 

144

 

 

 

137

 

Restricted stock units

 

 

27

 

 

 

420

 

 

 

122

 

 

 

27

 

Performance share units

 

 

219

 

 

 

512

 

 

 

249

 

 

 

219

 

Total effect of outstanding dilutive potential common shares

 

 

383

 

 

 

1,316

 

 

 

515

 

 

 

383

 

Weighted average common shares outstanding – dilutive

 

 

733,546

 

 

 

748,823

 

 

 

730,558

 

 

 

733,546

 

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

 

 

QUARTER ENDED

 

SHARES IN THOUSANDS

 

MARCH 2023

 

 

MARCH 2022

 

 

MARCH 2024

 

 

MARCH 2023

 

Stock options

 

 

610

 

 

 

—

 

 

 

609

 

 

 

610

 

Performance share units

 

 

860

 

 

 

693

 

 

 

814

 

 

 

860

 

 

Share Repurchase Program

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

We repurchased 1,115,5601,472,369 common shares for approximately $3549 million (including transaction fees) under the 2021 Repurchase Program during first quarter 2023.2024. As of March 31, 2023,2024, we had remaining authorization of $342202 million for future share repurchases. During first quarter 2022,2023, we repurchased 3,197,6751,115,560 common shares for approximately $12135 million (including transaction fees) under the 2021 Repurchase Program.

All common stock repurchases under the 2021 Repurchase Program were made in open-market transactions. We record share repurchases upon trade date as opposed to the settlement date when cash is disbursed. We record a liability for repurchases that have not yet been settled as of period end. There were 27,139no unsettled shares as of March 31, 2024 and 13,866 unsettled shares (approximately $1 million) as of March 31, 2023 and 223,548 unsettled shares (approximately $7 million) as of December 31, 2022.2023.

NOTE 5: INVENTORIES

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

 

DOLLAR AMOUNTS IN MILLIONS

 

MARCH 31,
 2023

 

 

DECEMBER 31,
2022

 

LIFO inventories:

 

 

 

 

 

 

Logs

 

$

32

 

 

$

32

 

Lumber, plywood, panels and fiberboard

 

 

71

 

 

 

61

 

Other products

 

 

9

 

 

 

9

 

Moving average cost or FIFO inventories:

 

 

 

 

 

 

Logs

 

 

78

 

 

 

56

 

Lumber, plywood, panels, fiberboard and engineered wood products

 

 

119

 

 

 

122

 

Other products

 

 

140

 

 

 

140

 

Materials and supplies

 

 

137

 

 

 

130

 

Total

 

$

586

 

 

$

550

 

DOLLAR AMOUNTS IN MILLIONS

 

MARCH 31,
2024

 

 

DECEMBER 31,
2023

 

LIFO inventories:

 

 

 

 

 

 

Logs

 

$

25

 

 

$

29

 

Lumber, plywood, oriented strand board and fiberboard

 

 

89

 

 

 

77

 

Other products

 

 

12

 

 

 

12

 

Moving average cost or FIFO inventories:

 

 

 

 

 

 

Logs

 

 

72

 

 

 

49

 

Lumber, plywood, oriented strand board, fiberboard and engineered wood products

 

 

134

 

 

 

115

 

Other products

 

 

144

 

 

 

134

 

Materials and supplies

 

 

154

 

 

 

150

 

Total

 

$

630

 

 

$

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.

9

 

NOTE 6: PENSION AND OTHER POST-EMPLOYMENT BENEFIT PLANS

The components of net periodic benefit cost are:

 

 

PENSION

 

 

PENSION

 

 

QUARTER ENDED

 

 

QUARTER ENDED

 

DOLLAR AMOUNTS IN MILLIONS

 

MARCH 2023

 

 

MARCH 2022

 

 

MARCH 2024

 

 

MARCH 2023

 

Service cost

 

$

6

 

 

$

10

 

 

$

5

 

 

$

6

 

Interest cost

 

 

30

 

 

 

27

 

 

 

29

 

 

 

30

 

Expected return on plan assets

 

 

(30

)

 

 

(39

)

 

 

(31

)

 

 

(30

)

Amortization of actuarial loss

 

 

8

 

 

 

24

 

 

 

11

 

 

 

8

 

Amortization of prior service cost

 

 

—

 

 

 

1

 

Total net periodic benefit cost – pension

 

$

14

 

 

$

23

 

 

$

14

 

 

$

14

 

 

 

OTHER POST-EMPLOYMENT BENEFITS

 

 

OTHER POST-EMPLOYMENT BENEFITS

 

 

QUARTER ENDED

 

 

QUARTER ENDED

 

DOLLAR AMOUNTS IN MILLIONS

 

MARCH 2023

 

 

MARCH 2022

 

 

MARCH 2024

 

 

MARCH 2023

 

Interest cost

 

$

1

 

 

$

1

 

 

$

1

 

 

$

1

 

Amortization of actuarial loss

 

 

—

 

 

 

1

 

 

 

1

 

 

 

—

 

Amortization of prior service credit

 

 

—

 

 

 

—

 

Total net periodic benefit cost – other post-employment benefits

 

$

1

 

 

$

2

 

 

$

2

 

 

$

1

 

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 updateevaluate 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.

NOTE 7: ACCRUED LIABILITIES

Accrued liabilities were comprised of the following:

 

DOLLAR AMOUNTS IN MILLIONS

 

MARCH 31,
 2023

 

 

DECEMBER 31,
2022

 

 

MARCH 31,
2024

 

 

DECEMBER 31,
2023

 

Compensation and employee benefit costs

 

$

147

 

 

$

201

 

 

$

155

 

 

$

173

 

Current portion of lease liabilities

 

 

21

 

 

 

22

 

 

 

21

 

 

 

19

 

Customer rebates, volume discounts and deferred income

 

 

83

 

 

 

132

 

 

 

83

 

 

 

124

 

Interest

 

 

72

 

 

 

69

 

 

 

66

 

 

 

63

 

Taxes payable

 

 

24

 

 

 

23

 

 

 

35

 

 

 

31

 

Other

 

 

56

 

 

 

64

 

 

 

64

 

 

 

91

 

Total

 

$

403

 

 

$

511

 

 

$

424

 

 

$

501

 

 

NOTE 8:LONG-TERM DEBT AND LINE OF CREDIT

In March 2022, we completed a series of transactions that lowered our weighted average interest rate and extended our weighted average maturity by issuing $900 million in notes and using the net proceeds plus cash on hand to close cash tender offers for $931 million of principal in higher interest rate notes. We issued $450 million of 3.375 percent notes due in March 2033 and $450 million of 4.000 percent notes due in March 2052. The net proceeds after deducting the discount, underwriting fees and issuance costs were $444 million and $437 million, respectively. The net proceeds were used to retire $592 million of our 7.375 percent notes due in March 2032, $161 million of our 8.500 percent notes due in January 2025, $73 million of our 7.125 percent notes due in July 2023, $65 million of our 7.950 percent notes due in March 2025, and $40 million of our 7.850 percent notes due in July 2026. We paid holders an aggregate $1.2 billion in cash reflecting principal, premium to par and tender premium. A net pretax charge of $276 million ($207 million after-tax) was included in the Consolidated Statement of Operations in first quarter 2022 for premiums to retire $931 million of principal plus unamortized debt issuance costs and unamortized debt discounts in connection with the early debt retirement.

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 2025.2025. 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 March 31, 20232024 and December 31, 2022.2023.

10

 

NOTE 9: FAIR VALUE OF FINANCIAL INSTRUMENTS

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

 

 

 

 

 

 

 

 

DOLLAR AMOUNTS IN MILLIONS

 

MARCH 31,
 2023

 

 

DECEMBER 31,
2022

 

Long-term fixed rate debt (including current maturities):

 

 

 

 

 

 

Carrying value

 

$

5,053

 

 

$

5,053

 

Fair value (level 2)

 

$

5,048

 

 

$

4,918

 

 

 

MARCH 31,
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

 

$

4,822

 

 

$

4,775

 

 

$

4,820

 

 

$

4,853

 

Variable rate

 

 

249

 

 

 

250

 

 

 

249

 

 

 

250

 

Total debt

 

$

5,071

 

 

$

5,025

 

 

$

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 has ainstruments have net carrying valuevalues that approximates itsapproximate their fair value within anwith only insignificant difference.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.

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 March 31, 2023,2024, our total accrual for future estimated remediation costs on active Superfund sites and other sites for which we are potentially responsible was approximately $6576 million. These amounts are recorded in "Accrued liabilities" and "Other liabilities" on our Consolidated Balance Sheet.

11

 

NOTE 11: ACCUMULATED OTHER COMPREHENSIVE LOSS

Changes in amounts included in our accumulated other comprehensive loss by component are:

 

 

QUARTER ENDED

 

 

QUARTER ENDED

 

DOLLAR AMOUNTS IN MILLIONS

 

MARCH 2023

 

 

MARCH 2022

 

 

MARCH 2024

 

 

MARCH 2023

 

Pension(1)

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(458

)

 

$

(720

)

 

$

(515

)

 

$

(458

)

Other comprehensive income (loss) before reclassifications

 

 

1

 

 

 

(8

)

Other comprehensive income before reclassifications

 

 

1

 

 

 

1

 

Amounts reclassified from accumulated other comprehensive loss to earnings(2)

 

 

6

 

 

 

19

 

 

 

8

 

 

 

6

 

Total other comprehensive income

 

 

7

 

 

 

11

 

 

 

9

 

 

 

7

 

Balance at end of period

 

$

(451

)

 

$

(709

)

 

$

(506

)

 

$

(451

)

Other post-employment benefits(1)

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

20

 

 

$

(2

)

 

$

24

 

 

$

20

 

Other comprehensive income before reclassifications

 

 

—

 

 

 

1

 

Other comprehensive loss before reclassifications

 

 

(2

)

 

 

—

 

Amounts reclassified from accumulated other comprehensive loss to earnings(2)

 

 

—

 

 

 

1

 

 

 

1

 

 

 

—

 

Total other comprehensive income

 

 

—

 

 

 

2

 

Total other comprehensive loss

 

 

(1

)

 

 

—

 

Balance at end of period

 

$

20

 

 

$

—

 

 

$

23

 

 

$

20

 

Translation adjustments and other

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

191

 

 

$

243

 

 

$

198

 

 

$

191

 

Translation adjustments

 

 

—

 

 

 

16

 

 

 

(9

)

 

 

—

 

Total other comprehensive income

 

 

—

 

 

 

16

 

Total other comprehensive loss

 

 

(9

)

 

 

—

 

Balance at end of period

 

 

191

 

 

 

259

 

 

 

189

 

 

 

191

 

Accumulated other comprehensive loss, end of period

 

$

(240

)

 

$

(450

)

 

$

(294

)

 

$

(240

)

(1)
Amounts presented are net of tax.
(2)
Amounts of actuarial loss and prior service (cost) creditcost are components of net periodic benefit cost (credit).cost. See Note 6: Pension and Other Post-Employment Benefit Plans.

 

NOTE 12: SHARE-BASED COMPENSATION

Share-based compensation activity during first quarter 20232024 included the following:

 

SHARES IN THOUSANDS

 

GRANTED

 

 

VESTED

 

 

GRANTED

 

 

VESTED

 

Restricted stock units (RSUs)

 

 

835

 

 

 

746

 

 

 

847

 

 

 

649

 

Performance share units (PSUs)

 

 

392

 

 

 

228

 

 

 

412

 

 

 

317

 

 

A total of 829714 thousand shares of common stock were issued as a result of RSU vestings,and PSU vestings and stock option exercises.vestings.

Restricted Stock Units

The weighted average fair value of the RSUs granted in 20232024, calculated as an average of the high and low prices on grant date, was $33.9133.12. The vesting provisions for RSUs granted in 20232024 were consistent with prior year grants.

Performance Share Units

The weighted average grant date fair value of PSUs granted in 20232024 was $37.5837.90. The final number of shares granted in 20232024 will vest between a range of 0 percent to 150 percent of each grant's target, depending upon actual company performancetotal shareholder return (TSR) compared against the TSR of an industry peer group. TSR assumes full reinvestment of dividends. PSUs granted in 20232024 will vest at a maximum of 100 percent of target value in the event of negative absolute company total shareholder return.

12

TSR.

Weighted Average Assumptions Used in Estimating the Value of Performance Share Units Granted in 20232024

 

 

 

PERFORMANCE SHARE UNITS

Performance period

 

2/09/20232024 – 12/31/20252026

Valuation date averageclosing stock price(1)

 

$33.96

Expected dividends

2.25%33.28

Risk-free rate

 

4.214.19% – 4.664.27%

Expected volatility

 

29.2621.50% – 40.1927.60%

(1)
Calculated as an average of the high and low prices on grant date.

12

NOTE 13: OTHER OPERATING COSTS, NET

Other operating costs, net were comprised of the following:

 

 

QUARTER ENDED

 

 

QUARTER ENDED

 

DOLLAR AMOUNTS IN MILLIONS

 

MARCH 2023

 

 

MARCH 2022

 

 

MARCH 2024

 

 

MARCH 2023

 

Foreign exchange losses (gains), net

 

$

1

 

 

$

(1

)

Environmental remediation charges

 

$

2

 

 

$

1

 

Litigation expense, net

 

 

1

 

 

 

4

 

 

 

6

 

 

 

1

 

Research and development expenses

 

 

2

 

 

 

1

 

 

 

1

 

 

 

2

 

Other, net

 

 

6

 

 

 

2

 

 

 

8

 

 

 

6

 

Total other operating costs, net

 

$

10

 

 

$

6

 

 

$

17

 

 

$

10

 

 

NOTE 14: INCOME TAXES

As a real estate investment trust (REIT), we generally are not subject to federal corporate income taxes on REIT taxable income that is distributed to shareholders. We are required to pay corporate income taxes on earnings of our wholly-owned Taxable REIT Subsidiaries (TRSs), which includesinclude our Wood Products segment earnings and portionsa portion of our Timberlands and Real Estate & ENR segments' earnings.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 20232024 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: 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

 

MARCH 31,
2024

 

 

MARCH 31,
2023

 

Cash and cash equivalents

 

$

871

 

 

$

797

 

Restricted cash included in other assets(1)

 

 

32

 

 

 

—

 

Total cash, cash equivalents and restricted cash

 

$

903

 

 

$

797

 

(1)
Amounts included in restricted cash as of March 31, 2024 are comprised of proceeds held by a qualified intermediary that are intended to be reinvested in timber and timberlands through a like-kind exchange transaction.

13

 

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; estimates of invested pension plan assets; 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 offsetcredit 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,” “future,” “maintain,” “may,” “plan,” “potential,” “will,” and “would,“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 rate levels,rates, inflation rates, housing starts, general availability and cost of financing for home mortgages and the relative strength of the U.S. dollar;
●
the effect of COVID-19 and other viral or disease outbreaks, including but not limited to any related regulatory restrictions or requirements, and their potential effects on our business, results of operations, cash flows, financial condition and future prospects;
●
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;

14

●
changes in accounting principles;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 20222023 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.

14

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 loss on debt extinguishment 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.

While underlying longer-term fundamentals remain favorable for construction of new housingOver the past year, particularly in the U.S.,first half of 2023, home sales and building activity have 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 20232024 averaged 1.4 million units, a 0.24.7 percent decrease from fourth quarter 2022.2023. Single-family starts averaged 8411.1 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 1.019.5 percent decrease from fourth quarter 2022. Multi-family starts averaged 555 thousand units in first quarter 2023, which was a 1.1 percent increase from fourth quarter 2022.2023. 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 651667 thousand units for first quarter 2023,2024, an increase of 9.03.5 percent from the prior quarter.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 homebuyinghome buying age cohorts, a decade of underbuildingunder building and a historically low housing inventory.

Repair and remodeling expenditures decreased by 1.32.8 percent from fourth quarter 20222023 to first quarter 20232024 according to the Census Bureau Advance Retail Spending report. Do-it-yourselfNear-term, activity has been returningsupported by existing homeowners staying in place and investing in their current homes due to more normalized levels while professionally contracted activities have benefited from larger projects and increases in home equity levels.the lock-in effect of having lower rate mortgages compared to current rates. Over the longer term, we expect this sector to return toresume 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 continued to be affectedfor lumber and OSB was influenced by softening incautious buyer sentiment at the housing market and a more uncertain economic environment duringoutset of first quarter 2023.2024. As the quarter progressed, demand was steady in response to strong single-family housing starts. The Random Lengths Framing Lumber Composite price averaged $412/$403/MBF and the OSB Composite averaged $297/$460/MSF in first quarter 2023.2024. Over the course of the first quarter, composite prices for lumber increased from $380/$395/MBF to $417/$422/MBF and composite prices for lumber andOSB increased from $288/$430/MSF to $297/MSF$603/MSF. Constrained capacity for OSB.OSB led to the sharp price increases, while lumber supply moderately outpaced demand.

In Western log markets, Douglas fir sawlog pricesfell by 6.3 decreased 2.9 percent in first quarter 20232024 compared with fourth quarter 20222023, as reported by Fastmarkets RISI Log Lines based on Weyerhaeuser’s sales mix. Overall, domestic log demand and prices infaced downward pressure through the West fell moderatelyquarter, as mills continued to adjust to a result of lowersoft lumber prices, partially offset by continued constraints inmarket and worked through elevated log supply.inventories. In the South, delivered sawlog prices decreased by 2.9 percentwere stable in first quarter 20232024 compared to fourth quarter 20222023 and declined 0.80.6 percent from first quarter 20222023 as reported by Timber Mart-South, asTimberMart-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 haul capacity constraints eased somewhat.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 2023,2024, end use demand softened in export markets partially offset by continued disruptions in global log and lumber supply.moderated. In Japan, total housing starts increased 3.0decreased 7.8 percent year to date through February compared to the same period in 2022,2023, while the key Post and Beam segment saw a 5.85.9 percent decrease. An increase in lumberLumber imports to Japan from Europe placed downward pressure on market conditions. China demand has improved from low levels but remains subduedwere reduced due to general economic conditions. However, constrained 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 other countries, particularly Russia, supported demand from U.S. producers.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, decreasedincreased from 6.46.6 percent at the end of fourth quarter 20222023 to 6.36.8 percent at the end of first quarter 2023. While2024, according to economic data from Freddie Mac. Many builders have been able to offset higher mortgage rates fell over the quarterthrough discounts, mortgage rate buydowns and modifying product offerings such as

15

home sizes and finishes. Higher rates have also locked-in many existing homeowners from a highselling, reducing inventories of over 7 percent in November 2022, the rapid increase in mortgage rates since the end of 2021existing homes for sale which has had a negative impact on home affordability and reducedled to increased demand for homebuying. A modest reduction in rates in January and February resulted in a moderate increase in buyer interest and sales for bothavailable new and existing 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 5.0at an annual rate of 3.5 percent yearas of March 2024, which is markedly down from its peak of over year9.0 percent in March 2023, primarily due to demand and supply for goods and services, fluctuations in labor markets, and monetary policy set by the U.S. Federal Reserve.June 2022. While we can offset some of the impacts of inflation through our sales activities, our operational excellence initiatives and our 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 3.53.8 percent in March 20232024 remained near historically low levels and was unchangedincreased 0.1 percent from the end of fourth quarter 2022. Labor force participation hasincreased to 62.6 percent in March 2023, from 62.4 percent in March 2022, but this remains below pre-pandemic levels of over 63 percent.

15

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 offsetscredits 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 20232024

 

 

QUARTER ENDED

 

 

AMOUNT OF
CHANGE

 

 

QUARTER ENDED

 

 

AMOUNT OF
CHANGE

 

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES

 

MARCH 2023

 

 

MARCH 2022

 

 

2023 VS.
2022

 

 

MARCH 2024

 

 

MARCH 2023

 

 

2024 VS. 2023

 

Net sales

 

$

1,881

 

 

$

3,112

 

 

$

(1,231

)

 

$

1,796

 

 

$

1,881

 

 

$

(85

)

Costs of sales

 

$

1,512

 

 

$

1,647

 

 

$

(135

)

 

$

1,441

 

 

$

1,512

 

 

$

(71

)

Operating income

 

$

236

 

 

$

1,344

 

 

$

(1,108

)

 

$

196

 

 

$

236

 

 

$

(40

)

Net earnings

 

$

151

 

 

$

771

 

 

$

(620

)

 

$

114

 

 

$

151

 

 

$

(37

)

Earnings per share, basic and diluted

 

$

0.21

 

 

$

1.03

 

 

$

(0.82

)

 

$

0.16

 

 

$

0.21

 

 

$

(0.05

)

 

Comparing First Quarter 20232024 with First Quarter 20222023

 

Net sales

 

Net sales decreased $1,231$85 million – 405 percent – primarily due to a $1,201$75 million decrease in Wood ProductsTimberlands sales to unaffiliated customers, attributable to decreased sales realizations for structural lumber, oriented strand board and softwood plywood, as well as decreasedlog sales volumes for complementary building products, engineered I-joists, engineered solid section and medium density fiberboard.sales realizations.

 

Costs of sales

 

Costs of sales decreased $135$71 million – 85 percent – primarily due to a $117 million decrease in Wood Products attributable to decreased sales volumes for complementary building products, engineered I-joists, engineered solid sectionin our Wood Products segment, as well as decreased third-party log purchases and medium density fiberboard.sales volumes in our Timberlands segment.

 

Operating income

 

Operating income decreased $1,108$40 million – 8217 percent – primarily due to a $1,096$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 $620$37 million – 8025 percent – primarily due to the $1,108$40 million decrease in operating income, as discussed above.

This decrease in operating income wasabove, partially offset by a $276 million pretax charge ($207 million after-tax) related to the early extinguishment of debt in first quarter 2022 (refer to Note 8: Long-Term Debt and Line of Credit), as well as a $187$2 million decrease in income tax expense (refer to Income Taxes).

16

 

TIMBERLANDS

TIMBERLANDS

How We Did First Quarter 20232024

 

 

QUARTER ENDED

 

 

AMOUNT OF
CHANGE

 

 

QUARTER ENDED

 

 

AMOUNT OF
CHANGE

 

DOLLAR AMOUNTS IN MILLIONS

 

MARCH 2023

 

 

MARCH 2022

 

 

2023 VS.
2022

 

 

MARCH 2024

 

 

MARCH 2023

 

 

2024 VS. 2023

 

Net sales to unaffiliated customers:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Delivered logs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West

 

$

229

 

 

$

259

 

 

$

(30

)

 

$

176

 

 

$

229

 

 

$

(53

)

South

 

 

168

 

 

 

154

 

 

 

14

 

 

 

151

 

 

 

168

 

 

 

(17

)

North

 

 

17

 

 

 

15

 

 

 

2

 

 

 

13

 

 

 

17

 

 

 

(4

)

Subtotal delivered logs sales

 

 

414

 

 

 

428

 

 

 

(14

)

 

 

340

 

 

 

414

 

 

 

(74

)

Stumpage and pay-as-cut timber

 

 

16

 

 

 

9

 

 

 

7

 

 

 

11

 

 

 

16

 

 

 

(5

)

Recreational and other lease revenue

 

 

18

 

 

 

17

 

 

 

1

 

 

 

19

 

 

 

18

 

 

 

1

 

Other(1)

 

 

14

 

 

 

11

 

 

 

3

 

 

 

17

 

 

 

14

 

 

 

3

 

Subtotal net sales to unaffiliated customers

 

 

462

 

 

 

465

 

 

 

(3

)

 

 

387

 

 

 

462

 

 

 

(75

)

Intersegment sales

 

 

142

 

 

 

161

 

 

 

(19

)

 

 

134

 

 

 

142

 

 

 

(8

)

Total sales

 

$

604

 

 

$

626

 

 

$

(22

)

 

$

521

 

 

$

604

 

 

$

(83

)

Costs of sales

 

$

461

 

 

$

423

 

 

$

38

 

 

$

415

 

 

$

461

 

 

$

(46

)

Operating income and Net contribution to earnings

 

$

120

 

 

$

182

 

 

$

(62

)

 

$

80

 

 

$

120

 

 

$

(40

)

(1)
Other Timberlands sales include sales of seeds and seedlings from our nursery operations as well as wood chips.

 

Comparing First Quarter 20232024 with First Quarter 20222023

 

Net sales to unaffiliated customers

 

Net sales to unaffiliated customers decreased $3$75 million – 116 percent – primarily due to a $30$53 million decrease in Western log sales attributable to a 1513 percent decrease in sales volumes and a 12 percent decrease in sales realizations, partially offset byas well as a 4 percent increase in sales volumes. This$17 million decrease was partially offset by a $14 million increase in Southern log sales attributable to a 67 percent increasedecrease in sales volumes and a 3 percent increasedecrease in sales realizations, as well as a $7 million increase in stumpage and pay-as-cut timber sales attributable to increased log volumes.realizations.

 

Intersegment sales

 

Intersegment sales decreased $19$8 million – 126 percent – primarily due to a 93 percent decrease in sales realizations, as well as a 3 percent decrease in sales volumes.

 

Costs of sales

 

Costs of sales increased $38decreased $46 million – 910 percent – primarily due to increased loggingdecreased Western third-party log purchases and haulingfreight costs, as well as increaseddecreased sales volumes as discussed above.across all regions.

 

Operating income and Net contribution to earnings

 

Operating income and net contribution to earnings decreased $62$40 million – 3433 percent – primarily due to the change in the components of gross margin, as discussed above.

 

17

Third-Party Log Sales Volumes and Fee Harvest Volumes

 

 

QUARTER ENDED

 

 

AMOUNT OF
CHANGE

 

 

QUARTER ENDED

 

 

AMOUNT OF
CHANGE

 

VOLUMES IN THOUSANDS

 

MARCH 2023

 

 

MARCH 2022

 

 

2023 VS.
2022

 

 

MARCH 2024

 

 

MARCH 2023

 

 

2024 VS. 2023

 

Third-party log sales – tons:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West(1)

 

 

1,674

 

 

 

1,604

 

 

 

70

 

 

 

1,452

 

 

 

1,674

 

 

 

(222

)

South

 

 

4,386

 

 

 

4,135

 

 

 

251

 

 

 

4,089

 

 

 

4,386

 

 

 

(297

)

North

 

 

204

 

 

 

210

 

 

 

(6

)

 

 

175

 

 

 

204

 

 

 

(29

)

Total

 

 

6,264

 

 

 

5,949

 

 

 

315

 

 

 

5,716

 

 

 

6,264

 

 

 

(548

)

Fee harvest volumes – tons:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West(1)

 

 

2,245

 

 

 

2,240

 

 

 

5

 

 

 

2,214

 

 

 

2,245

 

 

 

(31

)

South

 

 

6,432

 

 

 

5,842

 

 

 

590

 

 

 

5,990

 

 

 

6,432

 

 

 

(442

)

North

 

 

285

 

 

 

278

 

 

 

7

 

 

 

239

 

 

 

285

 

 

 

(46

)

Total

 

 

8,962

 

 

 

8,360

 

 

 

602

 

 

 

8,443

 

 

 

8,962

 

 

 

(519

)

(1)
Western logs are primarily transacted in thousand board feet (MBF) but are converted to ton equivalents for external reporting purposes.

17

 

REAL ESTATE, ENERGY AND NATURAL RESOURCES

How We Did First Quarter 20232024

 

 

QUARTER ENDED

 

 

AMOUNT OF
CHANGE

 

 

QUARTER ENDED

 

 

AMOUNT OF
CHANGE

 

DOLLAR AMOUNTS IN MILLIONS

 

MARCH 2023

 

 

MARCH 2022

 

 

2023 VS.
2022

 

 

MARCH 2024

 

 

MARCH 2023

 

 

2024 VS. 2023

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate

 

$

72

 

 

$

97

 

 

$

(25

)

 

$

83

 

 

$

72

 

 

$

11

 

Energy and natural resources

 

 

29

 

 

 

31

 

 

 

(2

)

 

 

24

 

 

 

29

 

 

 

(5

)

Total

 

$

101

 

 

$

128

 

 

$

(27

)

 

$

107

 

 

$

101

 

 

$

6

 

Costs of sales

 

$

41

 

 

$

41

 

 

$

—

 

 

$

41

 

 

$

41

 

 

$

—

 

Operating income and Net contribution to earnings

 

$

53

 

 

$

81

 

 

$

(28

)

 

$

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 sales price per acre will vary based on the location and physical characteristics of parcels sold.

 

Comparing First Quarter 20232024 with First Quarter 20222023

 

Net sales

 

Net sales decreased $27increased $6 million – 216 percent – primarily due to a decreaseincreases in acres sold, as well as a decrease in the average price per acre sold.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 due to the mix ofwith 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 decreased $28increased $7 million – 3513 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 2023

 

 

MARCH 2022

 

 

2023 VS.
2022

 

Acres sold

 

 

20,753

 

 

 

24,126

 

 

 

(3,373

)

Average price per acre

 

$

3,241

 

 

$

3,785

 

 

$

(544

)

18

 

 

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 20232024

 

 

QUARTER ENDED

 

 

AMOUNT OF
CHANGE

 

 

QUARTER ENDED

 

 

AMOUNT OF
CHANGE

 

DOLLAR AMOUNTS IN MILLIONS

 

MARCH 2023

 

 

MARCH 2022

 

 

2023 VS.
2022

 

 

MARCH 2024

 

 

MARCH 2023

 

 

2024 VS. 2023

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Structural lumber

 

$

515

 

 

$

1,206

 

 

$

(691

)

 

$

464

 

 

$

515

 

 

$

(51

)

Oriented strand board

 

 

208

 

 

 

564

 

 

 

(356

)

 

 

255

 

 

 

208

 

 

 

47

 

Engineered solid section

 

 

169

 

 

 

196

 

 

 

(27

)

 

 

177

 

 

 

169

 

 

 

8

 

Engineered I-joists

 

 

87

 

 

 

137

 

 

 

(50

)

 

 

99

 

 

 

87

 

 

 

12

 

Softwood plywood

 

 

41

 

 

 

58

 

 

 

(17

)

 

 

41

 

 

 

41

 

 

 

—

 

Medium density fiberboard

 

 

38

 

 

 

48

 

 

 

(10

)

 

 

39

 

 

 

38

 

 

 

1

 

Complementary building products

 

 

163

 

 

 

215

 

 

 

(52

)

 

 

141

 

 

 

163

 

 

 

(22

)

Other products produced(1)

 

 

97

 

 

 

95

 

 

 

2

 

 

 

86

 

 

 

97

 

 

 

(11

)

Total

 

$

1,318

 

 

$

2,519

 

 

$

(1,201

)

 

$

1,302

 

 

$

1,318

 

 

$

(16

)

Costs of sales

 

$

1,159

 

 

$

1,276

 

 

$

(117

)

 

$

1,107

 

 

$

1,159

 

 

$

(52

)

Operating income and Net contribution to earnings

 

$

95

 

 

$

1,182

 

 

$

(1,087

)

 

$

128

 

 

$

95

 

 

$

33

 

(1)
Other products produced sales include wood chips, other byproducts and third-party residual log sales from our Canadian Forestlands operations.

18

 

Comparing First Quarter 20232024 with First Quarter 20222023

 

Net sales

Net sales decreased $1,201$16 million – 481 percent – due to:

●
a $691$51 million decrease in structural lumber sales attributable to a 576 percent decrease in sales realizations,volumes, as well as a 15 percent decrease in sales realizations;
●
a $22 million decrease in complementary building products sales primarily attributable to decreased sales volumes and realizations across most products and
●
an $11 million decrease in other products produced primarily attributable to decreased sales realizations for wood chips.

These decreases were partially offset by:

●
a $47 million increase in oriented strand board sales attributable to a 33 percent increase in sales realizations, partially offset by an 8 percent decrease in sales volumes;
●
a $356$12 million decrease in oriented strand board sales attributable to a 66 percent decrease in sales realizations, partially offset by an 8 percent increase in sales volumes;
●
a $52 million decrease in complementary building products sales attributable to decreased sales volumes;
●
a $50 million decrease in engineered I-joists sales attributable to a 4137 percent decreaseincrease in sales volumes, partially offset by a 716 percent increasedecrease in sales realizations;realizations and
●
a $27an $8 million decreaseincrease in engineered solid section sales attributable to an 18a 15 percent decreaseincrease in sales volumes, partially offset by a 612 percent increase in sales realizations;
●
a $17 million decrease in softwood plywood sales attributable to a 37 percent decrease in sales realizations, partially offset by an 11 percent increase in sales volumes and
●
a $10 million decrease in medium density fiberboard sales attributable to a 34 percent decrease in sales volumes, partially offset by a 21 percent increase in sales realizations.

 

Costs of sales

Costs of sales decreased $117$52 million – 94 percent – primarily due to decreased sales volumes for complementary building products, engineered I-joists, engineered solid sectionoriented strand board and medium density fiberboard,structural lumber, as discussed above.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 decreased $1,087increased $33 million – 9235 percent – primarily due to the change in the components of gross margin, as discussed above.

 

19

Third-Party Sales Volumes

 

 

QUARTER ENDED

 

 

AMOUNT OF
CHANGE

 

 

QUARTER ENDED

 

 

AMOUNT OF
CHANGE

 

VOLUMES IN MILLIONS(1)

 

MARCH 2023

 

 

MARCH 2022

 

 

2023 VS.
2022

 

 

MARCH 2024

 

 

MARCH 2023

 

 

2024 VS. 2023

 

Structural lumber – board feet

 

 

1,144

 

 

 

1,157

 

 

 

(13

)

 

 

1,080

 

 

 

1,144

 

 

 

(64

)

Oriented strand board – square feet (3/8”)

 

 

773

 

 

 

717

 

 

 

56

 

 

 

710

 

 

 

773

 

 

 

(63

)

Engineered solid section – cubic feet

 

 

4.7

 

 

 

5.7

 

 

 

(1.0

)

 

 

5.4

 

 

 

4.7

 

 

 

0.7

 

Engineered I-joists – lineal feet

 

 

27

 

 

 

46

 

 

 

(19

)

 

 

37

 

 

 

27

 

 

 

10

 

Softwood plywood – square feet (3/8”)

 

 

83

 

 

 

75

 

 

 

8

 

 

 

81

 

 

 

83

 

 

 

(2

)

Medium density fiberboard – square feet (3/4”)

 

 

29

 

 

 

44

 

 

 

(15

)

 

 

33

 

 

 

29

 

 

 

4

 

(1)
Sales volumes include sales of internally produced products and products purchased for resale primarily through our distribution business.

19

 

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

 

 

QUARTER ENDED

 

 

AMOUNT OF
CHANGE

 

VOLUMES IN MILLIONS

 

MARCH 2023

 

 

MARCH 2022

 

 

2023 VS.
2022

 

 

MARCH 2024

 

 

MARCH 2023

 

 

2024 VS. 2023

 

Structural lumber – board feet:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production

 

 

1,143

 

 

 

1,203

 

 

 

(60

)

 

 

1,085

 

 

 

1,143

 

 

 

(58

)

Outside purchase

 

 

39

 

 

 

42

 

 

 

(3

)

 

 

33

 

 

 

39

 

 

 

(6

)

Total

 

 

1,182

 

 

 

1,245

 

 

 

(63

)

 

 

1,118

 

 

 

1,182

 

 

 

(64

)

Oriented strand board – square feet (3/8”):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production

 

 

761

 

 

 

739

 

 

 

22

 

 

 

735

 

 

 

761

 

 

 

(26

)

Outside purchase

 

 

17

 

 

 

70

 

 

 

(53

)

 

 

20

 

 

 

17

 

 

 

3

 

Total

 

 

778

 

 

 

809

 

 

 

(31

)

 

 

755

 

 

 

778

 

 

 

(23

)

Engineered solid section – cubic feet:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production

 

 

4.6

 

 

 

5.7

 

 

 

(1.1

)

 

 

5.7

 

 

 

4.6

 

 

 

1.1

 

Outside purchase

 

 

2.0

 

 

 

0.2

 

 

 

1.8

 

 

 

2.8

 

 

 

2.0

 

 

 

0.8

 

Total

 

 

6.6

 

 

 

5.9

 

 

 

0.7

 

 

 

8.5

 

 

 

6.6

 

 

 

1.9

 

Engineered I-joists – lineal feet:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production

 

 

25

 

 

 

44

 

 

 

(19

)

 

 

43

 

 

 

25

 

 

 

18

 

Outside purchase

 

 

—

 

 

 

2

 

 

 

(2

)

 

 

1

 

 

 

—

 

 

 

1

 

Total

 

 

25

 

 

 

46

 

 

 

(21

)

 

 

44

 

 

 

25

 

 

 

19

 

Softwood plywood – square feet (3/8”):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production

 

 

74

 

 

 

66

 

 

 

8

 

 

 

72

 

 

 

74

 

 

 

(2

)

Outside purchase

 

 

12

 

 

 

10

 

 

 

2

 

 

 

9

 

 

 

12

 

 

 

(3

)

Total

 

 

86

 

 

 

76

 

 

 

10

 

 

 

81

 

 

 

86

 

 

 

(5

)

Medium density fiberboard – square feet (3/4"):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production

 

 

34

 

 

 

44

 

 

 

(10

)

 

 

34

 

 

 

34

 

 

 

—

 

Total

 

 

34

 

 

 

44

 

 

 

(10

)

 

 

34

 

 

 

34

 

 

 

—

 

20

 

20

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 as well as legacy obligations.other.

 

Net Charge to Earnings – Unallocated Items

 

 

QUARTER ENDED

 

 

AMOUNT OF
CHANGE

 

 

QUARTER ENDED

 

 

AMOUNT OF
CHANGE

 

DOLLAR AMOUNTS IN MILLIONS

 

MARCH 2023

 

 

MARCH 2022

 

 

2023 VS.
2022

 

 

MARCH 2024

 

 

MARCH 2023

 

 

2024 VS. 2023

 

Unallocated corporate function and variable compensation expense

 

$

(27

)

 

$

(31

)

 

$

4

 

 

$

(38

)

 

$

(27

)

 

$

(11

)

Liability classified share-based compensation

 

 

—

 

 

 

1

 

 

 

(1

)

 

 

(1

)

 

 

—

 

 

 

(1

)

Foreign exchange loss

 

 

(1

)

 

 

—

 

 

 

(1

)

 

 

(1

)

 

 

(1

)

 

 

—

 

Elimination of intersegment profit in inventory and LIFO

 

 

9

 

 

 

(59

)

 

 

68

 

 

 

(6

)

 

 

9

 

 

 

(15

)

Other

 

 

(13

)

 

 

(12

)

 

 

(1

)

 

 

(26

)

 

 

(13

)

 

 

(13

)

Operating loss

 

 

(32

)

 

 

(101

)

 

 

69

 

 

 

(72

)

 

 

(32

)

 

 

(40

)

Non-operating pension and other post-employment benefit costs

 

 

(9

)

 

 

(15

)

 

 

6

 

 

 

(11

)

 

 

(9

)

 

 

(2

)

Interest income and other

 

 

12

 

 

 

(1

)

 

 

13

 

 

 

16

 

 

 

12

 

 

 

4

 

Net charge to earnings

 

$

(29

)

 

$

(117

)

 

$

88

 

 

$

(67

)

 

$

(29

)

 

$

(38

)

 

Comparing First Quarter 20232024 with First Quarter 20222023

 

Net charge to earnings decreased $88increased $38 million – 75131 percent – primarily due to a $68$15 million decreaseincrease in elimination of intersegment profit in inventory and LIFO and a $13an $11 million increase in interest incomeunallocated corporate function and other due to an increase in the interest rate on our cash and investment accounts.variable compensation expense.

INTEREST EXPENSE

 

Our interest expense, net of capitalized interest, was:

●
$67 million for first quarter 2024 and
●
$66 million for first quarter 2023 and
●
$72 million for first quarter 2022.2023.

 

Interest expense decreasedincreased by $6$1 million compared to first quarter 20222023 primarily due to a series of transactions in March 2022debt issuances and retirements during 2023 that loweredslightly increased our weighted average interest rate and extended our weighted average maturity.

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

INCOME TAXES

 

Our provision for income taxes was:

●
a $20 million expense for first quarter 2024 and
●
a $22 million expense for first quarter 2023 and
●
a $209 million expense for first quarter 2022.2023.

Our provision for income taxes is primarily driven by earnings generated by our TRSs. Income tax expense decreased by $187$2 million compared to first quarter 20222023 primarily due to a slight decrease in our TRSoverall earnings in first quarter 2023, as well as a decrease in our estimated annual effective tax rate.2024.

 

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 March 31, 2023,2024, we had approximately $800$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:

●
$124 million for first quarter 2024 and
●
$126 million for first quarter 2023 and2023.
●
$957 million for first quarter 2022.

21

 

Net cash from operations decreased $831$2 million primarily due to decreaseda $17 million increase in cash paid for income taxes, partially offset by increased cash inflows from our business operations. This change was partially offset by a $79 million decrease in cash paid for income taxes, as well as a $21 million decrease in cash used for interest payments.

21

 

CASH FROM INVESTING ACTIVITIES

 

Consolidated net cash from investing activities was:

●
$(77) million for first quarter 2024 and
●
$(69) million for first quarter 2023 and
●
$(87) million for first quarter 2022.2023.

 

Net cash from investing activities increased $18decreased $8 million primarily due to an $18$8 million decreaseincrease in cash paid for acquisition of timberlands.capital expenditures.

 

Summary of Capital Spending by Business Segment

 

 

QUARTER ENDED

 

 

QUARTER ENDED

 

DOLLAR AMOUNTS IN MILLIONS

 

MARCH 2023

 

 

MARCH 2022

 

 

MARCH 2024

 

 

MARCH 2023

 

Timberlands

 

$

26

 

 

$

30

 

 

$

31

 

 

$

26

 

Wood Products

 

 

43

 

 

 

39

 

 

 

42

 

 

 

43

 

Unallocated Items

 

 

2

 

 

 

1

 

 

 

6

 

 

 

2

 

Total

 

$

71

 

 

$

70

 

 

$

79

 

 

$

71

 

 

We anticipate our capital expenditures for 20232024 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:

●
$(308) million for first quarter 2024 and
●
$(841) million for first quarter 2023 and
●
$(1,664) million for first quarter 2022.2023.

 

Net cash from financing activities increased $823$533 million primarily due to:

●
to a $419$551 million decrease in cash used for payments of dividends;
●
dividends, partially offset by a $322$16 million decrease in net cash used for payments on long-term debt and
●
an $84 million decreaseincrease 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, 20232024 or December 31, 2022.2023.

 

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

 

Long-Term Debt

 

In March 2022, we completed a series of transactions that lowered our weighted average interest rate and extended our weighted average maturity by issuing $900 million in notes and using the net proceeds plus cash on hand to close cash tender offers for $931 million of principal in higher interest rate notes. We issued $450 million of 3.375 percent notes due in March 2033 and $450 million of 4.000 percent notes due in March 2052. The net proceeds after deducting the discount, underwriting fees and issuance costs were $444 million and $437 million, respectively. The net proceeds were used to retire $592 million of our 7.375 percent notes due in March 2032, $161 million of our 8.500 percent notes due in January 2025, $73 million of our 7.125 percent notes due in July 2023, $65 million of our 7.950 percent notes due in March 2025, and $40 million of our 7.850 percent notes due in July 2026. We paid holders an aggregate $1.2 billion in cash reflecting principal, premium to par and tender premium.

We have $118 million and $860$210 million of long-term debt scheduled to mature during third and fourthfirst quarter 2023, respectively.2025.

 

Refer to Note 8: Long-Term Debt and Line9: Fair Value of CreditFinancial Instruments for further information.

 

Debt Covenants

 

As of March 31, 2023,2024, Weyerhaeuser Company was in compliance with its debt covenants. There have been no significant changes to the debt covenants presented in our 20222023 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.

 

Option Exercises

We received cash proceeds from the exercise of stock options of:

●
$2 million for first quarter 2023 and
●
$12 million for first quarter 2022.

22

Our average stock price was $31.52 and $39.65 for first quarter 2023 and 2022, respectively.

Dividend Payments

 

We paid cash dividends on common shares of:

●
$248 million for first quarter 2024 and
●
$799 million for first quarter 2023 and
●
$1,218 million for first quarter 2022.2023.

 

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 in comparison to a supplemental dividend of $1.45 per share based on 2021 financial results for a total of $1,084 million paid in first quarter 2022.2023.

 

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.

22

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 and we repurchased 3,197,675 common shares for approximately $121 million (including transaction fees) during first quarter 2022 under the 2021 Repurchase Program. There were 27,139no unsettled shares as of March 31, 2024 and 13,866 unsettled shares (approximately $1 million) as of March 31, 2023 and 223,548 unsettled shares (approximately $7 million) as of December 31, 2022.2023. 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

 

 

QUARTER ENDED

 

 

AMOUNT OF
CHANGE

 

DOLLAR AMOUNTS IN MILLIONS

 

MARCH 2023

 

 

MARCH 2022

 

 

2023 VS.
2022

 

 

MARCH 2024

 

 

MARCH 2023

 

 

2024 VS. 2023

 

Adjusted EBITDA by Segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timberlands

 

$

188

 

 

$

247

 

 

$

(59

)

 

$

144

 

 

$

188

 

 

$

(44

)

Real Estate & ENR

 

 

89

 

 

 

116

 

 

 

(27

)

 

 

94

 

 

 

89

 

 

 

5

 

Wood Products

 

 

148

 

 

 

1,233

 

 

 

(1,085

)

 

 

184

 

 

 

148

 

 

 

36

 

 

 

425

 

 

 

1,596

 

 

 

(1,171

)

 

 

422

 

 

 

425

 

 

 

(3

)

Unallocated Items

 

 

(30

)

 

 

(99

)

 

 

69

 

 

 

(70

)

 

 

(30

)

 

 

(40

)

Adjusted EBITDA

 

$

395

 

 

$

1,497

 

 

$

(1,102

)

 

$

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, 2023:2024:

 

DOLLAR AMOUNTS IN MILLIONS

 

Timberlands

 

 

Real Estate &
ENR

 

 

Wood
Products

 

 

Unallocated
Items

 

 

Total

 

 

Timberlands

 

 

Real Estate &
ENR

 

 

Wood
Products

 

 

Unallocated
Items

 

 

Total

 

Adjusted EBITDA by Segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

 

 

 

 

 

 

 

 

 

$

151

 

 

 

 

 

 

 

 

 

 

 

 

 

$

114

 

Interest expense, net of capitalized interest

 

 

 

 

 

 

 

 

 

 

 

 

 

66

 

 

 

 

 

 

 

 

 

 

 

 

 

 

67

 

Income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20

 

Net contribution (charge) to earnings

 

$

120

 

 

$

53

 

 

$

95

 

 

$

(29

)

 

$

239

 

 

$

80

 

 

$

60

 

 

$

128

 

 

$

(67

)

 

$

201

 

Non-operating pension and other post-employment benefit costs

 

 

—

 

 

 

—

 

 

 

—

 

 

 

9

 

 

 

9

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

11

 

 

 

11

 

Interest income and other

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(12

)

 

 

(12

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(16

)

 

 

(16

)

Operating income (loss)

 

 

120

 

 

 

53

 

 

 

95

 

 

 

(32

)

 

 

236

 

 

 

80

 

 

 

60

 

 

 

128

 

 

 

(72

)

 

 

196

 

Depreciation, depletion and amortization

 

 

68

 

 

 

3

 

 

 

53

 

 

 

2

 

 

 

126

 

 

 

64

 

 

 

3

 

 

 

56

 

 

 

2

 

 

 

125

 

Basis of real estate sold

 

 

—

 

 

 

33

 

 

 

—

 

 

 

—

 

 

 

33

 

 

 

—

 

 

 

31

 

 

 

—

 

 

 

—

 

 

 

31

 

Adjusted EBITDA

 

$

188

 

 

$

89

 

 

$

148

 

 

$

(30

)

 

$

395

 

 

$

144

 

 

$

94

 

 

$

184

 

 

$

(70

)

 

$

352

 

23

 

23

The table below reconciles Adjusted EBITDA for the quarter ended March 31, 2022:2023:

 

DOLLAR AMOUNTS IN MILLIONS

 

Timberlands

 

 

Real Estate &
ENR

 

 

Wood
Products

 

 

Unallocated
Items

 

 

Total

 

Adjusted EBITDA by Segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

$

771

 

Interest expense, net of capitalized interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

72

 

Loss on debt extinguishment(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

276

 

Income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

209

 

Net contribution (charge) to earnings

 

$

182

 

 

$

81

 

 

$

1,182

 

 

$

(117

)

 

$

1,328

 

Non-operating pension and other post-employment benefit costs

 

 

—

 

 

 

—

 

 

 

—

 

 

 

15

 

 

 

15

 

Interest income and other

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1

 

 

 

1

 

Operating income (loss)

 

 

182

 

 

 

81

 

 

 

1,182

 

 

 

(101

)

 

 

1,344

 

Depreciation, depletion and amortization

 

 

65

 

 

 

4

 

 

 

51

 

 

 

2

 

 

 

122

 

Basis of real estate sold

 

 

—

 

 

 

31

 

 

 

—

 

 

 

—

 

 

 

31

 

Adjusted EBITDA

 

$

247

 

 

$

116

 

 

$

1,233

 

 

$

(99

)

 

$

1,497

 

(1)
Loss on debt extinguishment is a special item consisting of a pretax charge of $276 million related to early debt retirement.

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

 

Net Earnings and Net Earnings per Diluted Share Before Special Items

Adjusted FAD

We use net earnings before special items and net earnings per diluted share before special items as key performance measuresAdjusted Funds Available for Distribution (Adjusted FAD) to evaluate the performancecompany’s liquidity and measure cash generated during the period (net of the consolidated company. These measurescapital 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 areis not intended to represent an alternative to, our results reported in accordance with U.S. GAAP. However, we believe the measures providemeasure provides meaningful supplemental information for our investors about our operating performance, better facilitate periodliquidity. 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 period comparisons and are widely used by analysts, lenders, rating agencies and other interested parties.net cash from operations, as that is the most directly comparable U.S. GAAP measure.

 

Net Earnings Before Special ItemsThe table below reconciles Adjusted FAD to net cash from operations:

 

 

 

QUARTER ENDED

 

DOLLAR AMOUNTS IN MILLIONS

 

MARCH 2023

 

 

MARCH 2022

 

Net earnings

 

$

151

 

 

$

771

 

Loss on debt extinguishment

 

 

—

 

 

 

207

 

Net earnings before special items

 

$

151

 

 

$

978

 

Net Earnings per Diluted Share Before Special Items

 

 

QUARTER ENDED

 

 

 

MARCH 2023

 

 

MARCH 2022

 

Net earnings per diluted share

 

$

0.21

 

 

$

1.03

 

Loss on debt extinguishment

 

 

—

 

 

 

0.28

 

Net earnings per diluted share before special items

 

$

0.21

 

 

$

1.31

 

 

 

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 20232024 to the critical accounting policies presented in our 20222023 Annual Report on Form 10-K.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

LONG-TERM INDEBTEDNESSDEBT OBLIGATIONS

 

The following summary of our long-term indebtednessdebt 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 ourlong-term debt instruments usingbased on quoted market prices we receivedreceive 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.

24

 

24

Summary of Long-Term Indebtedness PrincipalDebt Obligations as of March 31, 20232024

 

DOLLAR AMOUNTS IN MILLIONS

 

2023

 

 

2024

 

 

2025

 

 

2026

 

 

2027

 

 

THEREAFTER

 

 

TOTAL(1)

 

 

FAIR VALUE

 

 

2024

 

 

2025

 

 

2026

 

 

2027

 

 

2028

 

 

THEREAFTER

 

 

TOTAL(1)

 

 

FAIR VALUE

 

Fixed-rate debt

 

$

978

 

 

$

—

 

 

$

210

 

 

$

272

 

 

$

300

 

 

$

3,333

 

 

$

5,093

 

 

$

5,048

 

 

$

—

 

 

$

210

 

 

$

1,022

 

 

$

300

 

 

$

—

 

 

$

3,333

 

 

$

4,865

 

 

$

4,775

 

Average interest rate

 

 

5.44

%

 

 

—

%

 

 

8.31

%

 

 

7.65

%

 

 

6.95

%

 

 

4.82

%

 

 

5.36

%

 

N/A

 

 

 

—

 %

 

 

8.31

%

 

 

5.52

%

 

 

6.95

%

 

 

—

 %

 

 

4.82

%

 

 

5.25

%

 

N/A

 

Variable-rate debt(2)

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

250

 

 

$

—

 

 

$

250

 

 

$

250

 

(1)
Excludes $40$44 million of unamortized discounts and capitalized debt expense and business combination fair value adjustments.expense.
(2)
As of March 31, 2024, the interest rate for our variable-rate debt was 7.28 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 March 31, 2023,2024, 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 20232024 that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

PART II – OTHER INFORMATION

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 20222023 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 2023:2024:

 

COMMON SHARE REPURCHASES DURING FIRST QUARTER 2023

 

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

 

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

 

 

478,583

 

 

$

31.84

 

 

 

478,583

 

 

$

361,429,713

 

 

 

136,247

 

 

$

33.03

 

 

 

136,247

 

 

$

247,298,679

 

February 1 – February 28

 

 

239,815

 

 

 

32.37

 

 

 

239,815

 

 

 

353,665,724

 

February 1 – February 29

 

 

823,395

 

 

$

33.04

 

 

 

823,395

 

 

$

220,090,994

 

March 1 – March 31

 

 

397,162

 

 

 

29.86

 

 

 

397,162

 

 

 

341,804,713

 

 

 

512,727

 

 

$

34.41

 

 

 

512,727

 

 

$

202,445,908

 

Total

 

 

1,115,560

 

 

$

31.25

 

 

 

1,115,560

 

 

$

341,804,713

 

 

 

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 2023,2024, we repurchased 1,115,560 common1,472,369 shares for approximately $35$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, 2023,2024, we had remaining authorization of $342$202 million for future stock repurchases.

25

Item 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

During first quarter 2024, one of the company's "officers" (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act. Russell S. Hagen, senior vice president and chief development officer, adopted a plan on March 8, 2024 to sell an aggregate 40,065 shares of common stock. Mr. Hagen's plan expires when all of the shares are sold or on June 10, 2025, whichever occurs first.

26

Item 6. EXHIBITS

 

 

10.1

Revolving Credit Facility Agreement dated as of March 13, 2023, among Weyerhaeuser Company, as Borrower, the lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Current report on Form 8-K filed on March 15, 2023 – Commission File Number 1-4825)

10.2

Form of Weyerhaeuser Company 2022 Long-Term Incentive Plan Performance Share Unit Award Terms and Conditions for Plan Year 20232024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 23, 202324, 2024 – Commission File Number 1-4825)

10.3

10.2

Form of Weyerhaeuser Company 2022 Long-Term Incentive Plan Restricted Stock Unit Award Terms and Conditions for Plan Year 20232024 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 23, 202324, 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, 2023,2024, has been formatted in Inline XBRL.

 

2627

 

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 28, 202326, 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)

 

2728