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.

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

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

As of ~~October~~April 24, ~~2022, 735,917~~2023, 732,296 thousand shares of the registrant’s common stock ($1.25 par value) were outstanding.

FOR THE QUARTERS ENDED MARCH 31, 2023 AND ~~YEAR-TO-DATE PERIODS ENDED SEPTEMBER 30,~~ 2022 ~~AND 2021~~

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

In ~~May 2021,~~March 2023, we ~~repaid our $225 million variable-rate term loan that was scheduled to mature in July 2026.~~

~~In January 2020, we refinanced and extended our $1.5~~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 ~~are~~will bear interest at ~~LIBOR~~a floating rate based on either the adjusted term Secured Overnight Financing Rate (SOFR) plus a spread or ~~at other interest rates~~a mutually agreed upon ~~between the borrower and the lending banks.~~base rate plus a spread. We had no outstanding borrowings on our credit facility as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022.

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.

A total of ~~1.5 million~~829 thousand shares of common stock were issued as a result of RSU vestings, PSU vestings and stock option exercises.

The weighted average fair value of the RSUs granted in ~~2022~~2023 was ~~$41.94.~~$33.91. The vesting provisions for RSUs granted in ~~2022~~2023 were consistent with prior year grants.

The weighted average grant date fair value of PSUs granted in ~~2022~~2023 was ~~$49.77.~~$37.58. The final number of shares granted in ~~2022~~2023 will vest between a range of 0 percent to 150 percent of each grant's target, depending upon actual company performance compared against an industry peer group. PSUs granted in ~~2022~~2023 will vest at a maximum of 100 percent of target value in the event of negative absolute company total shareholder return.

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 includes our Wood Products segment earnings and portions of our Timberlands and Real Estate & ENR segments' earnings.

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 ~~2022~~2023 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.

On April 14, 2022, we announced an agreement to purchase 81 thousand acres of North and South Carolina timberlands for approximately $265 million. We completed the purchase on May 18, 2022 and recorded $263 million of timberland assets in “Timber and timberlands at cost, less depletion” and $2 million of related assets in “Property and equipment, net” on our ~~Consolidated Balance Sheet~~.

On April 30, 2021, we announced an agreement to sell 145 thousand acres of timberlands in the North Cascades region of Washington. On July 7, 2021, we completed the sale for $261 million in cash proceeds, which is net of purchase price adjustments and closing costs. This transaction was structured as a like-kind exchange along with the Alabama acquisition discussed below. As a result of the sale, a gain of $32 million was recorded in the Timberlands segment in our third quarter 2021 ~~Consolidated Statement of Operations~~.

This divestiture was not considered a strategic shift that had, or will have, a major effect on our operations or financial results and therefore did not meet the requirements for presentation as discontinued operations.

On February 25, 2021, we announced an agreement to purchase 69 thousand acres of southwest Alabama timberlands for approximately $149 million. We completed the purchase on April 27, 2021 and recorded $148 million of timberland assets in “Timber and timberlands at cost, less depletion” and $1 million of related assets in “Property and equipment, net” on our ~~Consolidated Balance Sheet~~. ~~As discussed above, this transaction was structured as a like-kind exchange.~~

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

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; ~~estimated taxes and tax provision; our expectations relating to returns on~~estimates of invested pension plan ~~assets and expected benefit payments;~~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; expected capital expenditures; market and general economic conditions, including related influencing factors such as the trajectory of U.S. housing activity, repair and remodel activity, ~~impacts from any future restrictions related to COVID or other viral or similar outbreak,~~ inflation trends and interest rates; our expectations about our future opportunities in emerging carbon offset 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,” or similar words or terminology. They may use the positive, negative or another variation of those and similar words. These forward-looking statements are based on our current expectations and assumptions and are not guarantees of future events or performance. The realization of our expectations and the accuracy of our assumptions are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. There is no guarantee that any of the events anticipated by our forward-looking statements will occur. If any of the events occur, there is no guarantee what effect it will have on our operations, cash flows, or financial condition. We undertake no obligation to update our forward-looking statements after the date of this report. The factors listed below, as well as other factors not described herein because they are not currently known to us or we currently judge them to be immaterial, may cause our actual results to differ significantly from our forward-looking statements:

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

Forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise.

In reviewing our results of operations, it is important to understand these terms:

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, ~~impacts from any future restrictions related to COVID or other viral or similar outbreak,~~ 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. ~~The~~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 housing in the U.S., home sales and building activity have slowed due in part to higher mortgage interest rates, reduced affordability and general macroeconomic conditions. On a seasonally adjusted annual basis, as reported by the U.S. Census Bureau, housing starts for ~~third~~first quarter ~~2022~~2023 averaged ~~1.46~~1.4 million units, ~~an 11~~a 0.2 percent decrease from ~~second~~fourth quarter 2022. ~~Single family~~Single-family starts averaged ~~0.9 million~~841 thousand units, a 161.0 percent decrease from ~~second~~fourth quarter 2022. Multi-family starts averaged ~~551~~555 thousand units in ~~third~~first quarter ~~2022,~~2023, which was a 21.1 percent ~~decrease~~increase from ~~second~~fourth quarter 2022. Sales of newly built, ~~single family~~single-family homes averaged a seasonally adjusted annual rate of ~~608~~651 thousand units for ~~third~~first quarter ~~2022, a decrease~~2023, an increase of ~~0.2~~9.0 percent from the prior quarter. Over the medium to long-term, we expect ~~continued strength in the~~a favorable U.S. housing construction market supported by strong demographics in the key homebuying age cohorts, a decade of underbuilding and ~~an aging~~a historically low housing ~~stock.~~inventory.

Repair and remodeling expenditures ~~increased~~decreased by ~~1.8~~1.3 percent from ~~second~~fourth quarter 2022 to ~~third~~first quarter ~~2022~~2023 according to the Census Bureau Advance Retail Spending report. Do-it-yourself activity has been returning to more normalized levels while professionally contracted activities have ~~benefitted~~benefited from larger projects and increases in home equity levels. Over the longer term, we expect this sector to return to pre-pandemic growth trends with healthy household balance sheets, elevated home equity and aan aging U.S. housing stock with a median age of 43 ~~years old.~~years.

In U.S. wood product markets, demand ~~was measured most of third quarter 2022 as buyers adjusted~~continued to be affected by softening in the housing market and a more uncertain economic ~~environment.~~environment during first quarter 2023. The Random Lengths Framing Lumber Composite price averaged ~~$591/~~$412/MBF and the OSB Composite averaged ~~$449/~~$297/MSF in ~~third~~first quarter ~~2022.~~2023. Over the course of the ~~third~~first quarter, prices ~~declined~~increased from ~~$604/~~$380/MBF to ~~$512/~~$417/MBF for lumber and from ~~$425/~~$288/MSF to ~~$402/~~$297/MSF for ~~OSB, reflecting a softening housing construction market. Pricing for both lumber and OSB remain well above 10-year averages.~~OSB.

In Western log markets, Douglas fir sawlog pricesfell by ~~2.9~~6.3 percent in ~~third~~first quarter ~~2022~~2023 compared with ~~second~~fourth quarter 2022 as reported by RISI Log Lines based on Weyerhaeuser’s ~~portfolio~~sales mix. Overall, domestic prices in the West ~~were supported~~fell moderately as a result of lower lumber prices, partially offset by ~~steady demand and constrained~~continued constraints in log ~~supplies associated with log and haul capacity in the region.~~supply. In the South, delivered sawlog prices ~~increased~~decreased by ~~0.2~~2.9 percent ~~from second~~in first quarter 2023 compared to fourth quarter 2022 and ~~5.5~~declined 0.8 percent from ~~third~~first quarter ~~2021~~2022 as reported by ~~TimberMart-South,~~Timber Mart-South, as ~~mills are carrying higher inventories to mitigate~~ log and haul capacity ~~constraints.~~constraints eased somewhat.

Currency exchange rates, available supply from other countries and trade policy affect our export businesses. During ~~third~~first quarter ~~2022,~~2023, end use demand softened ~~which was partly~~in export markets, partially offset by continued disruptions ~~of other~~in global ~~sources of~~ log and lumber supply. In Japan, total housing starts increased ~~1.4~~3.0 percent year to date through ~~August~~February compared to the same period in ~~2021,~~2022, while the key Post and Beam segment saw a ~~2.8~~5.8 percent decrease. An increase in lumber imports to Japan from Europe ~~to Japan~~ placed downward pressure on market conditions. China demand ~~was held back by their~~has improved from low levels but remains subdued due to general economic ~~conditions, but constraints of~~conditions. However, constrained supply ~~sources~~ from other countries, particularly Russia, supported demand from U.S. producers.

Interest rates affect our business primarily through their impact on mortgage rates and housing affordability, their general impact on the economy, and their influence on our capital management activities. Actions by the U.S. Federal Reserve, the overall condition of the economy, and fluctuations in financial markets are all factors that influence long-term interest rates. 30-year mortgage rates, which are correlated with long-term interest rates, ~~increased~~decreased from ~~5.7~~6.4 percent at the end of ~~second~~fourth quarter 2022 to ~~6.7~~6.3 percent at the end of first quarter 2023. While mortgage rates fell over the ~~third quarter. This represents an~~quarter and from a high of over 7 percent in November 2022, the rapid increase ~~of 3.6 percentage points from~~in mortgage rates since the end of 2021 ~~which~~ has had a negative impact on home affordability and ~~has~~ reduced demand for homebuying. A modest reduction in rates in January and February resulted in a moderate increase in buyer interest and sales for both new and existing homes.

~~Monetary policy set by the U.S. Federal Reserve affects changes in the rate of inflation as well as changes in demand and supply for goods and services and fluctuations in labor markets.~~ 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 ~~8.2~~5.0 percent year over year in ~~September 2022.~~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. 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 ~~relative strength~~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 ~~was~~of 3.5 percent in ~~September 2022, compared to 3.6 percent at~~March 2023 remained near historically low levels and was unchanged from the end of ~~the second quarter.~~fourth quarter 2022. Labor force participation hasincreased to ~~62.3~~62.6 percent in ~~September 2022,~~March 2023, from ~~61.7~~62.4 percent in ~~September 2021,~~March 2022, but this remains below pre-pandemic levels of over 63 percent.

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 offsets to reduce environmental impacts. We believe we are uniquely positioned to help entities achieve these commitments through natural climate solutions, including forest carbon sequestration, ~~and~~ carbon capture and storage and renewable energy activities.

In mid-September 2022, Weyerhaeuser employee members of the International Association of Machinists and Aerospace Workers union commenced a work stoppage affecting the company’s operations in Washington and Oregon. The stoppage involves approximately 1,200 employees and affects four lumber mills in our Wood Products segment and a portion of our Western Timberlands operations. This event has had a negative impact on our results of operations for the third quarter, including reductions in fee harvest volumes and sale volumes for Western Timberlands, as well as reductions in production volumes and sales volumes for our lumber business. The stoppage has had a similar impact on our fourth quarter results to date. On October 28, 2022, the company announced the successful resolution of the work stoppage and will resume normal operations as soon as possible.

Comparing ~~Third~~First Quarter 2023 with First Quarter 2022 ~~with Third Quarter 2021~~

Net sales decreased ~~$69~~$1,231 million – 340 percent – primarily due to ~~an $86~~a $1,201 million decrease in Wood Products sales to unaffiliated customers attributable to decreased sales realizations for structural lumber, oriented strand board and softwood plywood, as well as decreased sales volumes for ~~structural lumber.~~complementary building products, engineered I-joists, engineered solid section and medium density fiberboard.

~~This decrease was partially offset by an $18 million increase in Timberlands net sales to unaffiliated customers primarily due to increased sales realizations for Southern logs.~~

Costs of sales ~~increased $105~~decreased $135 million – ~~7 percent –~~ ~~primarily~~ ~~due to increased freight and raw material costs within our Wood Products segment, as well as increased logging and hauling costs within our Timberlands segment.~~

~~Operating income decreased $192 million – 30~~8 percent – primarily due to a ~~$174~~$117 million decrease in Wood Products attributable to decreased sales volumes for complementary building products, engineered I-joists, engineered solid section and medium density fiberboard.

Operating income decreased $1,108 million – 82 percent – primarily due to a $1,096 million decrease in consolidated gross margin (see discussion of components above).

Net earnings decreased ~~$172~~$620 million – 3680 percent – primarily due to the ~~$192~~$1,108 million decrease in operating income, as discussed above.

This decrease in operating income was partially offset by ~~a $12 million decrease in interest expense, as well as a $7 million decrease in income tax expense (refer to~~ ~~Interest Expenseand~~ ~~Income Taxes~~).

Net sales increased $366 million – 5 percent – primarily due to a $214 million increase in Timberlands sales to unaffiliated customers attributable to increased sales realizations and sales volumes in the Western and Southern regions, as well as a $124 million increase in Wood Products sales to unaffiliated customers attributable to increased sales realizations across most product lines.

~~Costs of sales increased $528 million – 11 percent –~~ ~~primarily~~ ~~due to increased freight and raw material costs within our Wood Products segment, as well as increased third-party log purchases and logging and hauling costs within our Timberlands segment.~~

~~Operating income decreased $186 million – 6 percent – primarily due to a $162 million decrease in consolidated gross margin (see discussion of components above).~~

~~Net earnings decreased $322 million – 15 percent – primarily due to~~ 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 ~~the $186 million decrease in operating income discussed above.~~

~~These decreases were partially offset by~~ a ~~$127~~$187 million decrease in income tax expense ~~as well as a $32 million decrease in interest expense~~ (refer to Income Taxes ~~and~~ ~~Interest Expense~~).

Comparing ~~Third~~First Quarter 2023 with First Quarter 2022 ~~with Third Quarter 2021~~

Net sales to unaffiliated customers ~~increased $18~~decreased $3 million – 41 percent – primarily due to a ~~$13~~$30 million decrease in Western log sales attributable to a 15 percent decrease in sales realizations, partially offset by a 4 percent increase in sales volumes. This decrease was partially offset by a $14 million increase in Southern log sales attributable to a 96 percent increase in sales ~~realizations. Western~~volumes and a 3 percent increase in sales realizations, as well as a $7 million increase in stumpage and pay-as-cut timber sales attributable to increased log volumes.

Intersegment sales decreased $2$19 million – 12 percent – primarily due to a 9 percent decrease in sales ~~volumes, primarily attributable to the work stoppage in Washington and Oregon, partially offset by~~realizations, as well as a ~~9 percent increase in sales realizations.~~

~~Intersegment sales increased $4 million –~~ 3 ~~percent – primarily due to a 9 percent increase in sales realizations, partially offset by a 5~~ percent decrease in sales ~~volumes, primarily attributable to the work stoppage in Washington and Oregon.~~volumes.

Costs of sales increased ~~$14~~$38 million – 39 percent – primarily due to increased logging and hauling costs, ~~partially offset by a 3 percent decrease in~~as well as increased sales volumes, ~~primarily attributable to the work stoppage in Washington and Oregon.~~as discussed above.

Operating income and net contribution to earnings decreased ~~$26~~$62 million – ~~20 percent – primarily due to a $32 million gain on sale of timberlands recorded in third quarter 2021, partially offset by the change in the components of gross margin, as discussed above.~~

Net sales to unaffiliated customers increased $214 million – 18 percent – primarily due to a $142 million increase in Western log sales attributable to a 19 percent increase in sales realizations and a 2 percent increase in sales volumes, as well as a $51 million increase in Southern log sales attributable to a 9 percent increase in sales realizations and a 3 percent increase in sales volumes.

~~Intersegment sales increased $51 million – 13 percent – primarily due to a 16 percent increase in sales realizations, partially offset by a 3 percent decrease in sales volumes.~~

~~Costs of sales increased $142 million – 12 percent – primarily due to increased third-party log purchases and logging and hauling costs.~~

~~Operating income and net contribution to earnings increased $88 million – 25~~34 percent – primarily due to the change in the components of gross margin, as discussed ~~above, partially offset by a $32 million gain on sale of timberlands recorded in third quarter 2021.~~above.

QUARTER ENDED

AMOUNT OF
CHANGE

YEAR-TO-DATE ENDED

AMOUNT OF
CHANGE

VOLUMES IN THOUSANDS

SEPTEMBER 2022

SEPTEMBER 2021

2022 VS.
2021

SEPTEMBER 2022

SEPTEMBER 2021

2022 VS.
2021

Third-party log sales – tons:

West⁽¹⁾

1,411

1,555

(144
)

4,793

4,702

91

South

4,310

4,304

6

12,612

12,236

376

North

177

195

(18
)

505

571

(66
)
Total

5,898

6,054

(156
)

17,910

17,509

401

Fee harvest volumes – tons:

West⁽¹⁾

1,760

1,930

(170
)

6,085

6,130

(45
)
South

6,112

5,912

200

18,113

17,144

969

North

245

264

(19
)

703

800

(97
)
Total

8,117

8,106

11

24,901

24,074

827

(1)

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

~~(1)~~

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

REAL ESTATE, ENERGY AND NATURAL RESOURCES

How We Did ~~Third~~First Quarter ~~2022 and Year-to-Date 2022~~2023


	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE		QUARTER ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2022		SEPTEMBER 2021		2022 VS. 2021			SEPTEMBER 2022		SEPTEMBER 2021		2022 VS. 2021		MARCH 2023		MARCH 2022		2023 VS. 2022
Net sales:
Real estate	$	30	$	45	$	(15	)	$	217	$	212	$	5	$	72	$	97	$	(25	)
Energy and natural resources		38		24		14			96		73		23		29		31		(2	)
Total	$	68	$	69	$	(1	)	$	313	$	285	$	28	$	101	$	128	$	(27	)
Costs of sales	$	14	$	18	$	(4	)	$	100	$	93	$	7	$	41	$	41	$	—
Operating income and Net contribution to earnings	$	48	$	45	$	3		$	194	$	174	$	20	$	53	$	81	$	(28	)

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 ~~Third~~First Quarter 2023 with First Quarter 2022 ~~with Third Quarter 2021~~

Net sales

Net sales decreased $1$27 million – 121 percent – primarily due to a decrease in acres sold, ~~partially offset by an increase~~as well as a decrease in ~~royalty income from our Energy and Natural Resources business.~~the average price per acre sold.

Costs of sales

Costs of sales ~~decreased $4 million – 22 percent – primarily~~remained consistent due to ~~a decrease in~~the mix of acres sold.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings ~~increased $3~~decreased $28 million – 735 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	)

WOOD PRODUCTS

How We Did First Quarter 2023


	QUARTER ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	MARCH 2023		MARCH 2022		2023 VS. 2022
Net sales:
Structural lumber	$	515	$	1,206	$	(691	)
Oriented strand board		208		564		(356	)
Engineered solid section		169		196		(27	)
Engineered I-joists		87		137		(50	)
Softwood plywood		41		58		(17	)
Medium density fiberboard		38		48		(10	)
Complementary building products		163		215		(52	)
Other products produced(1)		97		95		2
Total	$	1,318	$	2,519	$	(1,201	)
Costs of sales	$	1,159	$	1,276	$	(117	)
Operating income and Net contribution to earnings	$	95	$	1,182	$	(1,087	)

(1)

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

Comparing ~~Year-to-Date~~First Quarter 2023 with First Quarter 2022 ~~with Year-to-Date 2021~~

Net sales

Net sales ~~increased $28~~decreased $1,201 million – 1048 percent – due to:

●

a $691 million decrease in structural lumber sales attributable to a 57 percent decrease in sales realizations, as well as a 1 percent decrease in sales volumes;

●

a $356 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 41 percent decrease in sales volumes, partially offset by a 7 percent increase in sales realizations;

●

a $27 million decrease in engineered solid section sales attributable to an 18 percent decrease in sales volumes, partially offset by a 6 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 million – 9 percent – primarily due to ~~increases in acres sold~~decreased sales volumes for complementary building products, engineered I-joists, engineered solid section and ~~royalty income from our Energy and Natural Resources business, partially offset by a decrease in mitigation bank credit sales.~~medium density fiberboard, as discussed above.

~~Costs of sales~~

~~Costs of sales increased $7 million – 8 percent – primarily due to an increase in acres sold, partially offset by a decrease in mitigation bank credit sales.~~

Operating income and Net contribution to earnings

Operating income and net contribution to earnings ~~increased $20~~decreased $1,087 million – 1192 percent – primarily due to the change in the components of gross margin, as discussed above.

~~REAL ESTATE SALES STATISTICS~~19

QUARTER ENDED

AMOUNT OF
CHANGE

YEAR-TO-DATE ENDED

AMOUNT OF
CHANGE

SEPTEMBER 2022

SEPTEMBER 2021

2022 VS.
2021

SEPTEMBER 2022

SEPTEMBER 2021

2022 VS.
2021

Acres sold

5,014

11,037

(6,023
)

56,046

48,907

7,139

Average price per acre

$
5,046

$
4,005

$
1,041

$
3,624

$
3,632

$
(8
)

~~WOOD PRODUCTS~~

~~How We Did Third Quarter 2022 and Year-to-Date 2022~~

QUARTER ENDED

AMOUNT OF
CHANGE

YEAR-TO-DATE ENDED

AMOUNT OF
CHANGE

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2022

SEPTEMBER 2021

2022 VS.
2021

SEPTEMBER 2022

SEPTEMBER 2021

2022 VS.
2021

Net sales:

Structural lumber

$
676

$
681

$
(5
)

$
2,880

$
3,020

$
(140
)
Oriented strand board

287

470

(183
)

1,348

1,513

(165
)
Engineered solid section

233

183

50

676

491

185

Engineered I-joists

166

128

38

471

315

156

Softwood plywood

47

45

2

158

170

(12
)
Medium density fiberboard

50

52

(2
)

151

143

8

Complementary building products

222

211

11

676

595

81

Other products produced⁽¹⁾

86

83

3

267

256

11

Total

$
1,767

$
1,853

$
(86
)

$
6,627

$
6,503

$
124

Costs of sales

$
1,360

$
1,270

$
90

$
4,050

$
3,623

$
427

Operating income and Net contribution to earnings

$
344

$
517

$
(173
)

$
2,389

$
2,695

$
(306
)

~~(1)~~

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

~~Comparing Third Quarter 2022 with Third Quarter 2021~~

~~Net sales~~

Net sales decreased $86 million – 5 percent – due to a $183 million decrease in oriented strand board sales attributable to a 42 percent decrease in sales realizations, partially offset by a 5 percent increase in sales volumes, as well as a $5 million decrease in structural lumber sales attributable to an 8 percent decrease in sales volumes, partially offset by an 8 percent increase in sales realizations.

~~These decreases were partially offset by:~~

●	~~a $50 million increase in engineered solid section sales due to a 28 percent increase in sales realizations;~~

●	~~a $38 million increase in engineered I-joists sales due to a 36 percent increase in sales realizations and~~

●	~~an $11 million increase in complementary building products sales due to increased sales volumes and sales realizations for siding and trim.~~

~~Costs of sales~~

~~Costs of sales increased $90 million – 7 percent – primarily due to increased freight and raw material costs.~~

~~Operating income and Net contribution to earnings~~

~~Operating income and net contribution to earnings decreased $173 million – 33 percent – primarily due to the change in the components of gross margin, as discussed above.~~

~~Comparing Year-to-Date 2022 with Year-to-Date 2021~~

~~Net sales~~

~~Net sales increased $124 million – 2 percent – due to:~~

●	~~a $185 million increase in engineered solid section sales attributable to a 43 percent increase in sales realizations, partially offset by a 4 percent decrease in sales volumes;~~

●	~~a $156 million increase in engineered I-joists sales attributable to a 56 percent increase in sales realizations, partially offset by a 5 percent decrease in sales volumes;~~

●	~~an $81 million increase in complementary building products sales attributable to increased sales realizations;~~

●	~~an $11 million increase in other products produced sales attributable to increased sales volumes for wood chips and~~

●	~~an $8 million increase in medium density fiberboard sales attributable to a 33 percent increase in sales realizations, partially offset by a 20 percent decrease in sales volumes.~~

These increases were partially offset by a $165 million decrease in oriented strand board sales due to a 15 percent decrease in sales realizations, partially offset by a 5 percent increase in sales volumes, as well as a $140 million decrease in structural lumber sales due to a 3 percent decrease in sales realizations and a 1 percent decrease in sales volumes.

~~Costs of sales~~

~~Costs of sales increased $427 million – 12 percent – primarily due to increased freight and raw material costs.~~

~~Operating income and Net contribution to earnings~~

~~Operating income and net contribution to earnings decreased $306 million – 11 percent – primarily due to the change in the components of gross margin, as discussed above.~~

Third-Party Sales Volumes


	QUARTER ENDED				AMOUNT OF CHANGE
VOLUMES IN MILLIONS(1)	MARCH 2023		MARCH 2022		2023 VS. 2022
Structural lumber – board feet		1,144		1,157		(13	)
Oriented strand board – square feet (3/8”)		773		717		56
Engineered solid section – cubic feet		4.7		5.7		(1.0	)
Engineered I-joists – lineal feet		27		46		(19	)
Softwood plywood – square feet (3/8”)		83		75		8
Medium density fiberboard – square feet (3/4”)		29		44		(15	)

QUARTER ENDED

AMOUNT OF
CHANGE

YEAR-TO-DATE ENDED

AMOUNT OF
CHANGE

VOLUMES IN MILLIONS⁽¹⁾

SEPTEMBER 2022

SEPTEMBER 2021

2022 VS.
2021

SEPTEMBER 2022

SEPTEMBER 2021

2022 VS.
2021

Structural lumber – board feet

1,216

1,320

(104
)

3,662

3,717

(55
)
Oriented strand board – square feet (3/8”)

715

681

34

2,167

2,058

109

Engineered solid section – cubic feet

5.9

5.9

—

18.0

18.7

(0.7
)
Engineered I-joists – lineal feet

47

49

(2
)

142

149

(7
)
Softwood plywood – square feet (3/8”)

74

69

5

219

240

(21
)
Medium density fiberboard – square feet (3/4”)

40

55

(15
)

129

162

(33
)
(1)

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

~~(1)~~

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

PRODUCTION AND OUTSIDE PURCHASE VOLUMES

Outside purchase volumes are primarily purchased for resale through our distribution business. Production volumes are produced for sale through our own sales organizations and through our distribution business. Production of oriented strand board and engineered solid section are also used to manufacture engineered I-joists.


	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE			QUARTER ENDED				AMOUNT OF CHANGE
VOLUMES IN MILLIONS	SEPTEMBER 2022		SEPTEMBER 2021		2022 VS. 2021			SEPTEMBER 2022		SEPTEMBER 2021		2022 VS. 2021			MARCH 2023		MARCH 2022		2023 VS. 2022
Structural lumber – board feet:
Production		1,140		1,222		(82	)		3,575		3,667		(92	)		1,143		1,203		(60	)
Outside purchase		35		56		(21	)		120		160		(40	)		39		42		(3	)
Total		1,175		1,278		(103	)		3,695		3,827		(132	)		1,182		1,245		(63	)
Oriented strand board – square feet (3/8”):
Production		735		715		20			2,232		2,140		92			761		739		22
Outside purchase		18		62		(44	)		154		201		(47	)		17		70		(53	)
Total		753		777		(24	)		2,386		2,341		45			778		809		(31	)
Engineered solid section – cubic feet:
Production		6.0		5.8		0.2			18.1		18.0		0.1			4.6		5.7		(1.1	)
Outside purchase		3.6		0.2		3.4			4.1		0.7		3.4			2.0		0.2		1.8
Total		9.6		6.0		3.6			22.2		18.7		3.5			6.6		5.9		0.7
Engineered I-joists – lineal feet:
Production		47		49		(2	)		141		144		(3	)		25		44		(19	)
Outside purchase		1		2		(1	)		6		6		—			—		2		(2	)
Total		48		51		(3	)		147		150		(3	)		25		46		(21	)
Softwood plywood – square feet (3/8”):
Production		64		61		3			197		203		(6	)		74		66		8
Outside purchase		9		12		(3	)		27		38		(11	)		12		10		2
Total		73		73		—			224		241		(17	)		86		76		10
Medium density fiberboard – square feet (3/4"):
Production		38		55		(17	)		130		163		(33	)		34		44		(10	)
Total		38		55		(17	)		130		163		(33	)		34		44		(10	)

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.

Net Charge to Earnings – Unallocated Items


	QUARTER ENDED						AMOUNT OF CHANGE			YEAR-TO-DATE ENDED						AMOUNT OF CHANGE			QUARTER ENDED						AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2022			SEPTEMBER 2021			2022 VS. 2021			SEPTEMBER 2022			SEPTEMBER 2021			2022 VS. 2021			MARCH 2023			MARCH 2022			2023 VS. 2022
Unallocated corporate function and variable compensation expense	$	(36	)	$	(33	)	$	(3	)	$	(103	)	$	(94	)	$	(9	)	$	(27	)	$	(31	)	$	4
Liability classified share-based compensation		2			(1	)		3			5			(2	)		7			—			1			(1	)
Foreign exchange gain		9			5			4			12			2			10
Foreign exchange loss																				(1	)		—			(1	)
Elimination of intersegment profit in inventory and LIFO		2			12			(10	)		(39	)		(33	)		(6	)		9			(59	)		68
Other		(19	)		(29	)		10			(52	)		(62	)		10			(13	)		(12	)		(1	)
Operating loss		(42	)		(46	)		4			(177	)		(189	)		12			(32	)		(101	)		69
Non-operating pension and other post-employment benefit costs		(12	)		(5	)		(7	)		(38	)		(14	)		(24	)		(9	)		(15	)		6
Interest income and other		9			1			8			9			4			5			12			(1	)		13
Net charge to earnings	$	(45	)	$	(50	)	$	5		$	(206	)	$	(199	)	$	(7	)	$	(29	)	$	(117	)	$	88

Comparing ~~Third~~First Quarter 2023 with First Quarter 2022 ~~with Third Quarter 2021~~

Net charge to earnings decreased $5$88 million – 1075 percent – primarily due ~~to:~~

●	~~an $8 million increase in interest income and other due to an increase in the interest rate on our cash and investment accounts;~~

●	~~a $4 million increase in foreign exchange gain due to strengthening of the U.S. dollar and~~

●	~~a $3~~to a $68 million decrease ~~in liability classified share-based compensation driven by the change in our stock price.~~

~~These changes were partially offset by a $10 million increase~~ in elimination of intersegment profit in inventory and ~~LIFO.~~

~~Comparing Year-to-Date 2022 with Year-to-Date 2021~~

~~Net charge to earnings increased $7 million – 4 percent – primarily due to~~LIFO and a ~~$24~~$13 million increase in ~~non-operating pension~~interest income and other ~~post-employment benefit costs.~~

~~This increase was partially offset by a $10 million~~due to an increase in ~~foreign exchange gain due to strengthening of~~ the ~~U.S. dollar, as well as a $7 million decrease in liability classified share-based compensation driven by the change in~~interest rate on our ~~stock price.~~cash and investment accounts.

INTEREST EXPENSE

Our interest expense, net of capitalized interest, was:

●

$66 million for first quarter 2023 and

●

$72 million for first quarter 2022.

●

~~$67 million for third quarter 2022 and $204 million year-to-date 2022;~~

●	~~$79 million for third quarter 2021 and $236 million year-to-date 2021.~~

Interest expense decreased by ~~$12~~$6 million compared to ~~third~~first quarter ~~2021 and decreased by $32 million compared to year-to-date 2021~~2022 primarily due to ~~decreases~~a series of transactions in ~~the average outstanding debt and~~March 2022 that lowered our weighted average interest ~~rate.~~rate and extended our weighted average maturity.

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

INCOME TAXES

Our provision for income taxes was:

●

a $22 million expense for first quarter 2023 and

●

a $209 million expense for first quarter 2022.

●

~~a $77 million expense for third quarter 2022 and a $470 million expense year-to-date 2022;~~

●	~~an $84 million expense for third quarter 2021 and a $597 million expense year-to-date 2021.~~

~~Our provision for income taxes is primarily driven by earnings generated by our TRSs.~~ Income tax expense decreased by ~~$127~~$187 million compared to ~~year-to-date 2021~~first quarter 2022 primarily due to a ~~tax benefit of approximately $69 million resulting from the $276 million pretax loss on debt extinguishment recorded~~decrease in our TRS earnings in first quarter ~~2022,~~2023, as well as a decrease in our estimated annual effective tax rate.

Refer to Note 14: Income Taxes ~~and~~ ~~Note 8: Long-Term Debt and Line of Credit~~for further information.

LIQUIDITY AND CAPITAL RESOURCES

We are committed to maintaining an appropriate capital structure that provides flexibility and enables us to protect the interests of our shareholders and meet our obligations to our lenders, while also maintaining access to all major financial markets. As of ~~September 30, 2022,~~March 31, 2023, we had ~~over $1.9 billion~~approximately $800 million in cash and cash equivalents and $1.5 billion of availability on our line of credit, which expires in ~~January 2025.~~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:

●

$126 million for first quarter 2023 and

●

$957 million for first quarter 2022.

●

~~$2,665 million for year-to-date 2022 and~~

●	~~$2,665 million for year-to-date 2021.~~

Net cash from operations ~~remained consistent as~~decreased $831 million primarily due to decreased cash inflows from our business ~~operations were~~operations. This change was partially offset by a ~~$48~~$79 million decrease in cash paid for income taxes, as well as a ~~$37~~$21 million decrease in ~~pension~~cash used for interest payments.

CASH FROM INVESTING ACTIVITIES

Consolidated net cash from investing activities was:

●

$(69) million for first quarter 2023 and ~~post-employment benefit contributions and payments, and a $26~~

●

$(87) million for first quarter 2022.

Net cash from investing activities increased $18 million primarily due to an $18 million decrease in cash paid for ~~interest.~~acquisition of timberlands.

~~CASH FROM INVESTING ACTIVITIES~~

~~Consolidated net cash from investing activities was:~~

●	~~$(530) million for year-to-date 2022 and~~

●	~~$(108) million for year-to-date 2021.~~

~~Net cash from investing activities decreased $422 million, primarily due to:~~

●	~~a $261 million decrease in proceeds from the sale of timberlands;~~

●	~~a $137 million increase in cash paid for the acquisition of timberlands and~~

●	~~a $22 million increase in cash paid for capital expenditures.~~

Summary of Capital Spending by Business Segment


	YEAR-TO-DATE ENDED				QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2022		SEPTEMBER 2021		MARCH 2023		MARCH 2022
Timberlands	$	75	$	76	$	26	$	30
Wood Products		163		146		43		39
Unallocated Items		7		1		2		1
Total	$	245	$	223	$	71	$	70

We anticipate our capital expenditures for ~~2022~~2023 to be approximately ~~$460~~$440 million. The amount we spend on capital expenditures could change.

CASH FROM FINANCING ACTIVITIES

Consolidated net cash from financing activities was:

●

$(841) million for first quarter 2023 and

●

$(1,664) million for first quarter 2022.

●

~~$(2,214) million for year-to-date 2022 and~~

●	~~$(606) million for year-to-date 2021.~~

Net cash from financing activities ~~decreased $1,608~~increased $823 million, primarily due to:

●

a $419 million decrease in cash used for payments of dividends;

●

a $322 million decrease in net cash used for payments on long-term debt and

●

an $84 million decrease in cash used for repurchases of common stock.

●

~~a $1,103 million increase in cash paid for dividends;~~

●	~~a $376 million increase in cash used for repurchases of common stock and~~

●	~~a $97 million increase in net cash used for payments on long term debt.~~

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 ~~September 30, 2022~~March 31, 2023 or December 31, ~~2021. This credit facility expires in January 2025.~~2022.

Our revolving credit agreement utilizes the London Inter-bank Offered Rate (LIBOR) as a basis for one of the interest rate options available to the company to apply to outstanding borrowings. We plan to transition our revolving credit facility to an alternate reference rate prior to the cessation of LIBOR. We have included provisions in our revolving credit agreement that specifically contemplate the transition from LIBOR to a replacement benchmark rate.

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.

~~In May 2021, we repaid our $225~~We have $118 million ~~variable-rate term loan that was~~and $860 million of long-term debt scheduled to mature ~~in July 2026.~~during third and fourth quarter 2023, respectively.

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

Debt Covenants

As of ~~September 30, 2022,~~March 31, 2023, Weyerhaeuser Company was in compliance with its debt covenants. There have been no significant changes to the debt covenants presented in our ~~2021~~2022 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.

●

~~$15 million for year-to-date 2022 and~~

●	~~$46 million for year-to-date 2021.~~

Our average stock price was ~~$37.24~~$31.52 and ~~$35.41~~$39.65 for ~~year-to-date~~first quarter 2023 and 2022, ~~and 2021,~~ respectively.

Dividend Payments

We paid cash dividends on common shares of:

●	~~$1,485 million for year-to-date 2022 and~~

●

$799 million for first quarter 2023 and

●	~~$382 million for year-to-date 2021.~~

●

$1,218 million for first quarter 2022.

The ~~increase~~decrease in dividends paid is primarily due 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 ~~($1,084 million in total) paid in the first quarter of 2022~~ based on 2021 financial ~~results.~~results for a total of $1,084 million paid in first quarter 2022.

Share Repurchases

We repurchased ~~4,234,838~~1,115,560 common shares for approximately ~~$145~~$35 million (including transaction fees) during ~~third~~first quarter ~~2022~~2023 and ~~11,217,300~~we repurchased 3,197,675 common shares for approximately ~~$404~~$121 million (including transaction fees) during ~~year-to-date~~first quarter 2022 under the 2021 Repurchase Program. ~~During third quarter and year-to-date 2021, we repurchased 780,228 common shares for approximately $26 million (including transaction fees) under the 2019 Repurchase Program.~~ There were ~~64,135~~27,139 unsettled shares (approximately $2$1 million) as of ~~September 30, 2022~~March 31, 2023 and no223,548 unsettled shares (approximately $7 million) as of December 31, ~~2021.~~2022. Refer to Note 4: Net Earnings Per Share and Share Repurchases for further information.

PERFORMANCE MEASURES

Adjusted EBITDA by Segment

We use Adjusted EBITDA as a key performance measure to evaluate the performance of the consolidated company and our business segments. This measure should not be considered in isolation from, and is not intended to represent an alternative to, our results reported in accordance with U.S. generally accepted accounting principles (U.S. GAAP). However, we believe Adjusted EBITDA provides meaningful supplemental information for investors about our operating performance, better facilitates period to period comparisons and is widely used by analysts, lenders, rating agencies and other interested parties. Our definition of Adjusted EBITDA may be different from similarly titled measures reported by other companies. Adjusted EBITDA, as we define it, is operating income adjusted for depreciation, depletion, amortization, basis of real estate sold and special items.


	QUARTER ENDED						AMOUNT OF CHANGE			YEAR-TO-DATE ENDED						AMOUNT OF CHANGE			QUARTER ENDED						AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2022			SEPTEMBER 2021			2022 VS. 2021			SEPTEMBER 2022			SEPTEMBER 2021			2022 VS. 2021			MARCH 2023			MARCH 2022			2023 VS. 2022
Adjusted EBITDA by Segment:
Timberlands	$	168		$	165		$	3		$	634		$	517		$	117		$	188		$	247		$	(59	)
Real Estate & ENR		60			60			—			283			247			36			89			116			(27	)
Wood Products		395			565			(170	)		2,540			2,840			(300	)		148			1,233			(1,085	)
		623			790			(167	)		3,457			3,604			(147	)		425			1,596			(1,171	)
Unallocated Items		(40	)		(44	)		4			(172	)		(184	)		12			(30	)		(99	)		69
Adjusted EBITDA	$	583		$	746		$	(163	)	$	3,285		$	3,420		$	(135	)	$	395		$	1,497		$	(1,102	)

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

The table below reconciles Adjusted EBITDA for the quarter ended ~~September 30, 2022:~~March 31, 2023:


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										$	310											$	151
Interest expense, net of capitalized interest											67												66
Income taxes											77												22
Net contribution (charge) to earnings	$	107	$	48	$	344	$	(45	)	$	454		$	120	$	53	$	95	$	(29	)	$	239
Non-operating pension and other post-employment benefit costs		—		—		—		12			12			—		—		—		9			9
Interest income and other		—		—		—		(9	)		(9	)		—		—		—		(12	)		(12	)
Operating income (loss)		107		48		344		(42	)		457			120		53		95		(32	)		236
Depreciation, depletion and amortization		61		5		51		2			119			68		3		53		2			126
Basis of real estate sold		—		7		—		—			7			—		33		—		—			33
Adjusted EBITDA	$	168	$	60	$	395	$	(40	)	$	583		$	188	$	89	$	148	$	(30	)	$	395

The table below reconciles Adjusted EBITDA for the quarter ended ~~September 30, 2021:~~March 31, 2022:


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

DOLLAR AMOUNTS IN MILLIONS

Timberlands

Real Estate &
ENR

Wood
Products

Unallocated
Items

Total

Adjusted EBITDA by Segment:

Net earnings

$
482

Interest expense, net of capitalized interest

79

Income taxes

84

Net contribution (charge) to earnings

$
133

$
45

$
517

$
(50
)

$
645

Non-operating pension and other post-employment benefit costs

—

—

—

5

5

Interest income and other

—

—

—

(1
)

(1
)
Operating income (loss)

133

45

517

(46
)

649

Depreciation, depletion and amortization

64

4

48

2

118

Basis of real estate sold

—

11

—

—

11

Special items included in operating income (loss)⁽¹⁾

(32
)

—

—

—

(32
)
Adjusted EBITDA

$
165

$
60

$
565

$
(44
)

$
746

(1)

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

~~(1)~~

~~Operating income (loss) includes a pretax special item consisting of a $32 million gain on the sale of timberlands.~~

~~The table below reconciles Adjusted EBITDA for the year-to-date period ended September 30, 2022:~~

DOLLAR AMOUNTS IN MILLIONS

Timberlands

Real Estate &
ENR

Wood
Products

Unallocated
Items

Total

Adjusted EBITDA by Segment:

Net earnings

$
1,869

Interest expense, net of capitalized interest

204

Loss on debt extinguishment⁽¹⁾

276

Income taxes

470

Net contribution (charge) to earnings

$
442

$
194

$
2,389

$
(206
)

$
2,819

Non-operating pension and other post-employment benefit costs

—

—

—

38

38

Interest income and other

—

—

—

(9
)

(9
)
Operating income (loss)

442

194

2,389

(177
)

2,848

Depreciation, depletion and amortization

192

12

151

5

360

Basis of real estate sold

—

77

—

—

77

Adjusted EBITDA

$
634

$
283

$
2,540

$
(172
)

$
3,285

~~(1)~~

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

~~The table below reconciles Adjusted EBITDA for the year-to-date period ended September 30, 2021:~~

DOLLAR AMOUNTS IN MILLIONS

Timberlands

Real Estate
& ENR

Wood
Products

Unallocated
Items

Total

Adjusted EBITDA by Segment:

Net earnings

$
2,191

Interest expense, net of capitalized interest

236

Income taxes

597

Net contribution (charge) to earnings

$
354

$
174

$
2,695

$
(199
)

$
3,024

Non-operating pension and other post-employment benefit costs

—

—

—

14

14

Interest income and other

—

—

—

(4
)

(4
)
Operating income (loss)

354

174

2,695

(189
)

3,034

Depreciation, depletion and amortization

195

11

145

5

356

Basis of real estate sold

—

62

—

—

62

Special items included in operating income (loss)⁽¹⁾

(32
)

—

—

—

(32
)
Adjusted EBITDA

$
517

$
247

$
2,840

$
(184
)

$
3,420

~~(1)~~

~~Operating income (loss) includes a pretax special item consisting of a $32 million gain on the sale of timberlands.~~

Net Earnings and Net Earnings per Diluted Share Before Special Items

We use net earnings before special items and net earnings per diluted share before special items as key performance measures to evaluate the performance of the consolidated company. These measures should not be considered in isolation from, and are not intended to represent an alternative to, our results reported in accordance with U.S. GAAP. However, we believe the measures provide meaningful supplemental information for investors about our operating performance, better facilitate period to period comparisons and are widely used by analysts, lenders, rating agencies and other interested parties.

Net Earnings Before Special Items


	QUARTER ENDED					YEAR-TO-DATE ENDED					QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2022		SEPTEMBER 2021			SEPTEMBER 2022		SEPTEMBER 2021			MARCH 2023		MARCH 2022
Net earnings	$	310	$	482		$	1,869	$	2,191		$	151	$	771
Loss on debt extinguishment		—		—			207		—			—		207
Gain on sale of timberlands		—		(32	)		—		(32	)
Net earnings before special items	$	310	$	450		$	2,076	$	2,159		$	151	$	978

Net Earnings per Diluted Share Before Special Items


	QUARTER ENDED					YEAR-TO-DATE ENDED					QUARTER ENDED
	SEPTEMBER 2022		SEPTEMBER 2021			SEPTEMBER 2022		SEPTEMBER 2021			MARCH 2023		MARCH 2022
Net earnings per diluted share	$	0.42	$	0.64		$	2.51	$	2.92		$	0.21	$	1.03
Loss on debt extinguishment		—		—			0.28		—			—		0.28
Gain on sale of timberlands		—		(0.04	)		—		(0.04	)
Net earnings per diluted share before special items	$	0.42	$	0.60		$	2.79	$	2.88		$	0.21	$	1.31

CRITICAL ACCOUNTING POLICIES

There have been no significant changes during ~~year-to-date 2022~~first quarter 2023 to the critical accounting policies presented in our ~~2021~~2022 Annual Report on Form 10-K.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

LONG-TERM INDEBTEDNESS OBLIGATIONS

The following summary of our long-term indebtedness 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.

●

~~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 our debt instruments using quoted market prices we received for the same types and issues of our debt or on the discounted value of the future cash flows using market yields for the same type and comparable issues of debt. Changes in market rates of interest affect the fair value of our fixed-rate debt.

Summary of Long-Term Indebtedness Principal Obligations as of ~~September 30, 2022~~March 31, 2023


DOLLAR AMOUNTS IN MILLIONS	2023			2024			2025			2026			2027			THEREAFTER			TOTAL(1)			FAIR VALUE
Fixed-rate debt	$	978		$	—		$	210		$	272		$	300		$	3,333		$	5,093		$	5,048
Average interest rate		5.44	%		—	%		8.31	%		7.65	%		6.95	%		4.82	%		5.36	%	N/A

DOLLAR AMOUNTS IN MILLIONS

2022

2023

2024

2025

2026

THEREAFTER

TOTAL⁽¹⁾

FAIR VALUE

Fixed-rate debt

$
—

$
978

$
—

$
210

$
272

$
3,633

$
5,093

$
4,846

Average interest rate

—
%

5.44
%

—
%

8.31
%

7.65
%

5.00
%

5.36
%

N/A

(1)

Excludes $40 million of unamortized discounts, capitalized debt expense and business combination fair value adjustments.

~~(1)~~

~~Excludes $40 million of unamortized discounts, capitalized debt expense and business combination fair value adjustments.~~

Item 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls are controls and other procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, to allow timely decisions regarding required disclosure. The company’s principal executive officer and principal financial officer have concluded that the company’s disclosure controls and procedures were effective as of ~~September 30, 2022,~~March 31, 2023, based on an evaluation of the company’s disclosure controls and procedures as of that date.

CHANGES IN INTERNAL CONTROLS

No changes occurred in the company’s internal control over financial reporting during ~~year-to-date~~ ~~2022~~first quarter 2023 that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

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

Item 1A. RISK FACTORS

There have been no material changes with respect to the risk factors disclosed in our ~~2021~~2022 Annual Report on Form 10-K.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table provides information with respect to purchases of common stock made by the company during ~~third~~first quarter ~~2022:~~2023:

COMMON SHARE REPURCHASES DURING THIRD QUARTER 2022

TOTAL NUMBER
OF SHARES
PURCHASED

AVERAGE PRICE
PAID PER SHARE

TOTAL NUMBER
OF SHARES
PURCHASED AS
PART OF PUBLICLY
ANNOUNCED
PROGRAMS

APPROXIMATE
DOLLAR VALUE
OF SHARES THAT
MAY YET BE
PURCHASED
UNDER THE
PROGRAMS

July 1 – July 31

1,675,436

$
34.83

1,675,436

$
610,116,001

August 1 – August 31

1,346,245

35.54

1,346,245

562,268,165

September 1 – September 30

1,213,157

32.15

1,213,157

523,268,401

Total

4,234,838

$
34.29

4,234,838

$
523,268,401


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
January 1 – January 31		478,583	$	31.84		478,583	$	361,429,713
February 1 – February 28		239,815		32.37		239,815		353,665,724
March 1 – March 31		397,162		29.86		397,162		341,804,713
Total		1,115,560	$	31.25		1,115,560	$	341,804,713

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

During ~~third~~first quarter ~~2022,~~2023, we repurchased ~~4,234,838~~1,115,560 common shares for approximately ~~$145~~$35 million (including transaction fees) under the 2021 Repurchase Program in open-market transactions. Transaction fees incurred for repurchases are not counted as use of funds authorized for repurchases under the 2021 Repurchase Program. As of ~~September 30, 2022,~~March 31, 2023, we had remaining authorization of ~~$523~~$342 million for future stock repurchases.

Item 6. EXHIBITS



10.1	Revolving Credit Facility Agreement dated as of March 13, 2023, among Weyerhaeuser Company, ~~2023 Deferred Compensation Plan~~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 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on ~~August 17, 2022~~January 23, 2023 – Commission File Number 1-4825)
~~10.2~~10.3	Form of ~~Executive Severance Agreement, as in effect August 12,~~Weyerhaeuser Company 2022 Long-Term Incentive Plan Restricted Stock Unit Award Terms and Conditions for Plan Year 2023 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on ~~August 17, 2022~~January 23, 2023 – Commission File Number 1-4825)
~~10.3~~	~~Form of Executive Change of Control Agreement, as in effect August 12, 2022 (incorporated by reference to~~ ~~Exhibit 10.3~~ ~~to the Current Report on Form 8-K filed on August 17, 2022 – Commission File Number 1-4825)~~
~~10.4~~	~~Executive Severance Agreement with the CEO, as in effect August 12, 2022 (incorporated by reference to~~ ~~Exhibit 10.4~~ ~~to the Current Report on Form 8-K filed on August 17, 2022 – Commission File Number 1-4825)~~
~~10.5~~	~~Executive Change of Control Agreement with the CEO, as in effect August 12, 2022 (incorporated by reference to~~ ~~Exhibit 10.5~~ ~~to the Current Report on Form 8-K filed on August 17, 2022 – 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 ~~September 30, 2022,~~March 31, 2023, has been formatted in Inline XBRL.

~~SIGNATURES~~26

SIGNATURES

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


	WEYERHAEUSER COMPANY
	(Registrant)

Date: ~~October~~April 28, ~~2022~~2023	By:	/s/ David M. Wold
		David M. Wold
		Senior Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer and Duly Authorized Officer)

2927


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)


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	2624
ITEM 4.	CONTROLS AND PROCEDURES	2725

PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	2725
ITEM 1A.	RISK FACTORS	2725
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	2725
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES – NOT APPLICABLE
ITEM 4.	MINE SAFETY DISCLOSURES – NOT APPLICABLE
ITEM 5.	OTHER INFORMATION – NOT APPLICABLE
ITEM 6.	EXHIBITS	2826
	SIGNATURES	2927


	QUARTER ENDED						YEAR-TO-DATE ENDED						QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	SEPTEMBER 2022			SEPTEMBER 2021			SEPTEMBER 2022			SEPTEMBER 2021			MARCH 2023			MARCH 2022
Net sales (Note 3)	$	2,276		$	2,345		$	8,361		$	7,995
Net sales (Note 3)													$	1,881		$	3,112
Costs of sales		1,694			1,589			5,130			4,602			1,512			1,647
Gross margin		582			756			3,231			3,393			369			1,465
Selling expenses		24			24			70			68			22			23
General and administrative expenses		100			98			294			283			101			92
Other operating costs (income), net (Note 13)		1			(15	)		19			8
Other operating costs, net (Note 13)														10			6
Operating income		457			649			2,848			3,034			236			1,344
Non-operating pension and other post-employment benefit costs (Note 6)		(12	)		(5	)		(38	)		(14	)
Non-operating pension and other post-employment benefit costs (Note 6)														(9	)		(15	)
Interest income and other		9			1			9			4			12			(1	)
Interest expense, net of capitalized interest		(67	)		(79	)		(204	)		(236	)		(66	)		(72	)
Loss on debt extinguishment (Note 8)		—			—			(276	)		—
Loss on debt extinguishment (Note 8)														—			(276	)
Earnings before income taxes		387			566			2,339			2,788			173			980
Income taxes (Note 14)		(77	)		(84	)		(470	)		(597	)
Income taxes (Note 14)														(22	)		(209	)
Net earnings	$	310		$	482		$	1,869		$	2,191		$	151		$	771

Earnings per share, basic and diluted (Note 4)	$	0.42		$	0.64		$	2.51		$	2.92
Weighted average shares outstanding (in thousands) (Note 4):
Earnings per share, basic and diluted (Note 4)													$	0.21		$	1.03
Weighted average shares outstanding (in thousands) (Note 4):
Basic		740,058			750,105			743,990			749,657			733,163			747,507
Diluted		740,975			751,443			745,081			750,999			733,546			748,823


DOLLAR AMOUNTS IN MILLIONS, EXCEPT PAR VALUE	SEPTEMBER 30, 2022			DECEMBER 31, 2021			MARCH 31, 2023			DECEMBER 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	1,920		$	1,879		$	797		$	1,581
Receivables, net		425			507			440			357
Receivables for taxes		15			24			28			42
Inventories (Note 5)		542			520
Inventories (Note 5)								586			550
Prepaid expenses and other current assets		146			205			202			216
Total current assets		3,048			3,135			2,053			2,746
Property and equipment, less accumulated depreciation of $3,680 and $3,592		1,997			2,057
Property and equipment, less accumulated depreciation of $3,759 and $3,710								2,157			2,171
Construction in progress		245			175			222			222
Timber and timberlands at cost, less depletion		11,681			11,510			11,564			11,604
Minerals and mineral rights, less depletion		245			255			211			214
Deferred tax assets		10			17			8			8
Other assets		364			503			365			375
Total assets	$	17,590		$	17,652		$	16,580		$	17,340
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt (Note 8)	$	118		$	—
Current maturities of long-term debt (Note 8)							$	981		$	982
Accounts payable		272			281			266			247
Accrued liabilities (Note 7)		664			673
Accrued liabilities (Note 7)								403			511
Total current liabilities		1,054			954			1,650			1,740
Long-term debt, net (Note 8)		4,935			5,099
Long-term debt, net (Note 8)								4,072			4,071
Deferred tax liabilities		89			46			101			96
Deferred pension and other post-employment benefits (Note 6)		335			440
Deferred pension and other post-employment benefits (Note 6)								346			344
Other liabilities		339			346			335			340
Total liabilities		6,752			6,885			6,504			6,591
Commitments and contingencies (Note 10)
Commitments and contingencies (Note 10)
Equity:
Common shares: $1.25 par value; authorized 1,360 million shares; issued and outstanding: 737,547 thousand shares at September 30, 2022 and 747,301 thousand shares at December 31, 2021		922			934
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
Other capital		7,824			8,181			7,662			7,691
Retained earnings		2,510			2,131			1,738			2,389
Accumulated other comprehensive loss (Note 11)		(418	)		(479	)
Accumulated other comprehensive loss (Note 11)								(240	)		(247	)
Total equity		10,838			10,767			10,076			10,749
Total liabilities and equity	$	17,590		$	17,652		$	16,580		$	17,340


	QUARTER ENDED						YEAR-TO-DATE ENDED						QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	SEPTEMBER 2022			SEPTEMBER 2021			SEPTEMBER 2022			SEPTEMBER 2021			MARCH 2023			MARCH 2022
Common shares:
Balance at beginning of period	$	927		$	937		$	934		$	934		$	916		$	934
Issued for exercise of stock options and vested units		—			—			2			3			1			2
Repurchases of common shares (Note 4)		(5	)		(1	)		(14	)		(1	)
Repurchases of common shares (Note 4)														(1	)		(4	)
Balance at end of period		922			936			922			936			916			932
Other capital:
Balance at beginning of period		7,954			8,258			8,181			8,208			7,691			8,181
Issued for exercise of stock options		1			1			14			44			2			11
Repurchases of common shares (Note 4)		(140	)		(25	)		(390	)		(25	)
Repurchases of common shares (Note 4)														(34	)		(117	)
Share-based compensation		8			8			25			23			8			8
Other transactions, net		1			—			(6	)		(8	)		(5	)		(7	)
Balance at end of period		7,824			8,242			7,824			8,242			7,662			8,076
Retained earnings:
Balance at beginning of period		2,333			1,861			2,131			411			2,389			2,131
Net earnings		310			482			1,869			2,191			151			771
Dividends on common shares		(133	)		(501	)		(1,490	)		(760	)		(802	)		(1,223	)
Balance at end of period		2,510			1,842			2,510			1,842			1,738			1,679
Accumulated other comprehensive loss:
Balance at beginning of period		(398	)		(656	)		(479	)		(822	)		(247	)		(479	)
Other comprehensive income (loss)		(20	)		5			61			171
Balance at end of period (Note 11)		(418	)		(651	)		(418	)		(651	)
Other comprehensive income														7			29
Balance at end of period (Note 11)														(240	)		(450	)
Total equity:
Balance at end of period	$	10,838		$	10,369		$	10,838		$	10,369		$	10,076		$	10,237

Dividends paid per common share	$	0.18		$	0.17		$	1.99		$	0.51		$	1.09		$	1.63


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


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


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


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	1110

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, ~~(INCOME),~~ NET	13

NOTE 14:	INCOME TAXES	13
~~NOTE 15:~~	~~RESTRICTED CASH~~	13
~~NOTE 16:~~	~~TIMBERLAND ACQUISITIONS AND DIVESTITURES~~	13

	QUARTER ENDED				YEAR-TO-DATE ENDED
SHARES IN THOUSANDS	SEPTEMBER 2022		SEPTEMBER 2021		SEPTEMBER 2022		SEPTEMBER 2021
Weighted average common shares outstanding – basic		740,058		750,105		743,990		749,657
Dilutive potential common shares:
Stock options		192		293		294		318
Restricted stock units		420		730		417		709
Performance share units		305		315		380		315
Total effect of outstanding dilutive potential common shares		917		1,338		1,091		1,342
Weighted average common shares outstanding – dilutive		740,975		751,443		745,081		750,999


	PENSION												PENSION
	QUARTER ENDED						YEAR-TO-DATE ENDED						QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2022			SEPTEMBER 2021			SEPTEMBER 2022			SEPTEMBER 2021			MARCH 2023			MARCH 2022
Service cost	$	9		$	11		$	27		$	32		$	6		$	10
Interest cost		27			24			80			73			30			27
Expected return on plan assets		(40	)		(51	)		(120	)		(153	)		(30	)		(39	)
Amortization of actuarial loss		23			29			70			86			8			24
Amortization of prior service cost		1			1			2			2			—			1
Total net periodic benefit cost – pension	$	20		$	14		$	59		$	40		$	14		$	23


	OTHER POST-EMPLOYMENT BENEFITS
	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 2023		MARCH 2022
Interest cost	$	1	$	1
Amortization of actuarial loss		—		1
Amortization of prior service credit		—		—
Total net periodic benefit cost – other post-employment benefits	$	1	$	2


DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2022		DECEMBER 31, 2021
Long-term fixed rate debt (including current maturities):
Carrying value	$	5,053	$	5,099
Fair value (level 2)	$	4,846	$	6,221


SHARES IN THOUSANDS	GRANTED		VESTED		GRANTED		VESTED
Restricted stock units (RSUs)		626		857		835		746
Performance share units (PSUs)		306		419		392		228


	PERFORMANCE SHARE UNITS
Performance period	~~2/10/2022 – 12/31/2024~~	2/09/2023 – 12/31/2025
Valuation date average stock price⁽¹⁾	~~$42.16~~
~~Expected dividends~~	~~1.72%~~
~~Risk-free rate~~	~~0.34% – 1.84%~~
~~Expected volatility~~	~~26.27% – 41.01%~~

(1)	~~Calculated as an average of the high and low prices on grant date.~~	$33.96
Expected dividends		2.25%
Risk-free rate		4.21% – 4.66%
Expected volatility		29.26% – 40.19%

DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2022		SEPTEMBER 30, 2021		DECEMBER 31, 2021
Cash and cash equivalents	$	1,920	$	2,326	$	1,879
Restricted cash included in other assets⁽¹⁾		—		120		120
Total cash, cash equivalents and restricted cash	$	1,920	$	2,446	$	1,999


	QUARTER ENDED				AMOUNT OF CHANGE
VOLUMES IN THOUSANDS	MARCH 2023		MARCH 2022		2023 VS. 2022
Third-party log sales – tons:
West(1)		1,674		1,604		70
South		4,386		4,135		251
North		204		210		(6	)
Total		6,264		5,949		315
Fee harvest volumes – tons:
West(1)		2,245		2,240		5
South		6,432		5,842		590
North		285		278		7
Total		8,962		8,360		602

DOLLAR AMOUNTS IN MILLIONS	Timberlands			Real Estate & ENR		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings											$	2,191
Interest expense, net of capitalized interest												236
Income taxes												597
Net contribution (charge) to earnings	$	354		$	174	$	2,695	$	(199	)	$	3,024
Non-operating pension and other post-employment benefit costs		—			—		—		14			14
Interest income and other		—			—		—		(4	)		(4	)
Operating income (loss)		354			174		2,695		(189	)		3,034
Depreciation, depletion and amortization		195			11		145		5			356
Basis of real estate sold		—			62		—		—			62
Special items included in operating income (loss)⁽¹⁾		(32	)		—		—		—			(32	)
Adjusted EBITDA	$	517		$	247	$	2,840	$	(184	)	$	3,420

DOLLAR AMOUNTS IN MILLIONS	2022			2023			2024			2025			2026			THEREAFTER			TOTAL⁽¹⁾			FAIR VALUE
Fixed-rate debt	$	—		$	978		$	—		$	210		$	272		$	3,633		$	5,093		$	4,846
Average interest rate		—	%		5.44	%		—	%		8.31	%		7.65	%		5.00	%		5.36	%	N/A