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 25, ~~2021, 749,045~~2022, 744,498 thousand shares of the registrant’s common stock ($1.25 par value) were outstanding.

	QUARTER ENDED						YEAR-TO-DATE ENDED						QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	SEPTEMBER 2021			SEPTEMBER 2020			SEPTEMBER 2021			SEPTEMBER 2020			MARCH 2022			MARCH 2021
Net sales (Note 3)	$	2,345		$	2,110		$	7,995		$	5,469		$	3,112		$	2,506
Costs of sales		1,589			1,390			4,602			4,055			1,647			1,430
Gross margin		756			720			3,393			1,414			1,465			1,076
Selling expenses		24			22			68			62			23			20
General and administrative expenses		98			96			283			254			92			90
Other operating costs (income), net (Note 15)		(15	)		92			8			105
Other operating costs, net (Note 13)														6			10
Operating income		649			510			3,034			993			1,344			956
Non-operating pension and other post-employment benefit costs (Note 7)		(5	)		(9	)		(14	)		(28	)
Non-operating pension and other post-employment benefit costs (Note 6)														(15	)		(8	)
Interest income and other		1			2			4			5			(1	)		1
Interest expense, net of capitalized interest		(79	)		(111	)		(236	)		(299	)		(72	)		(79	)
Loss on debt extinguishment (Note 8)														(276	)		0
Earnings before income taxes		566			392			2,788			671			980			870
Income taxes (Note 16)		(84	)		(109	)		(597	)		(166	)
Income taxes (Note 14)														(209	)		(189	)
Net earnings	$	482		$	283		$	2,191		$	505		$	771		$	681

Earnings per share, basic and diluted (Note 4)	$	0.64		$	0.38		$	2.92		$	0.68		$	1.03		$	0.91
Weighted average shares outstanding (in thousands) (Note 4):
Basic		750,105			746,996			749,657			746,809			747,507			748,718
Diluted		751,443			748,450			750,999			747,530			748,823			750,024

	QUARTER ENDED					YEAR-TO-DATE ENDED						QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2021			SEPTEMBER 2020		SEPTEMBER 2021			SEPTEMBER 2020			MARCH 2022		MARCH 2021
Net earnings	$	482		$	283	$	2,191		$	505		$	771	$	681
Other comprehensive income (loss):
Foreign currency translation adjustments		(25	)		11		(1	)		(14	)		16		9
Changes in unamortized actuarial loss, net of tax expense of $10, $6, $55 and $30		29			19		170			86
Changes in unamortized net prior service credit, net of tax expense of $0, $0, $0 and $0		1			0		2			2
Changes in unamortized actuarial loss, net of tax expense of $5 and $7													13		20
Changes in unamortized net prior service credit, net of tax (expense) benefit of ($1) and $1													0		1
Total other comprehensive income		5			30		171			74			29		30
Total comprehensive income	$	487		$	313	$	2,362		$	579		$	800	$	711

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PAR VALUE	SEPTEMBER 30, 2021			DECEMBER 31, 2020			MARCH 31, 2022			DECEMBER 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	2,326		$	495		$	1,205		$	1,879
Receivables, net		497			450			745			507
Receivables for taxes		72			82			8			24
Inventories (Note 5)		499			443			611			520
Prepaid expenses and other current assets		146			139			206			205
Total current assets		3,540			1,609			2,775			3,135
Property and equipment, less accumulated depreciation of $3,559 and $3,432		1,924			2,013
Property and equipment, less accumulated depreciation of $3,654 and $3,592								2,026			2,057
Construction in progress		169			73			203			175
Timber and timberlands at cost, less depletion		11,606			11,827			11,469			11,510
Minerals and mineral rights, less depletion		258			268			252			255
Deferred tax assets		52			120			15			17
Other assets		543			401			376			503
Total assets	$	18,092		$	16,311		$	17,116		$	17,652
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt (Note 9)	$	150		$	150
Accounts payable		264			204		$	310		$	281
Accrued liabilities (Note 8)		1,110			596
Accrued liabilities (Note 7)								674			673
Total current liabilities		1,524			950			984			954
Long-term debt, net (Note 9)		5,100			5,325
Long-term debt, net (Note 8)								5,053			5,099
Deferred tax liabilities		28			24			66			46
Deferred pension and other post-employment benefits (Note 7)		711			911
Deferred pension and other post-employment benefits (Note 6)								432			440
Other liabilities		360			370			344			346
Total liabilities		7,723			7,580			6,879			6,885
Commitments and contingencies (Note 11)
Commitments and contingencies (Note 10)
Equity:
Common shares: $1.25 par value; authorized 1,360 million shares; issued and outstanding: 749,037 thousand shares at September 30, 2021 and 747,385 thousand shares at December 31, 2020		936			934
Common shares: $1.25 par value; authorized 1,360 million shares; issued and outstanding: 745,442 thousand shares at March 31, 2022 and 747,301 thousand shares at December 31, 2021								932			934
Other capital		8,242			8,208			8,076			8,181
Retained earnings		1,842			411			1,679			2,131
Accumulated other comprehensive loss (Note 12)		(651	)		(822	)
Accumulated other comprehensive loss (Note 11)								(450	)		(479	)
Total equity		10,369			8,731			10,237			10,767
Total liabilities and equity	$	18,092		$	16,311		$	17,116		$	17,652

	YEAR-TO-DATE ENDED						QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2021			SEPTEMBER 2020			MARCH 2022			MARCH 2021
Cash flows from operations:
Net earnings	$	2,191		$	505		$	771		$	681
Noncash charges (credits) to earnings:
Depreciation, depletion and amortization		356			355			122			118
Basis of real estate sold		62			136			31			27
Deferred income taxes, net		16			20			14			8
Pension and other post-employment benefits (Note 7)		46			55
Share-based compensation expense (Note 13)		23			22
Gain on sale of timberlands (Note 14)		(32	)		0
Timber casualty loss (Note 15)		0			80
Pension and other post-employment benefits (Note 6)								25			19
Share-based compensation expense (Note 12)								8			7
Loss on debt extinguishment								276			0
Change in:
Receivables, net		(47	)		(192	)		(238	)		(139	)
Receivables and payables for taxes		93			103			110			120
Inventories		(55	)		2			(87	)		(60	)
Prepaid expenses and other current assets		(21	)		5			(1	)		(2	)
Accounts payable and accrued liabilities		116			3			(62	)		(60	)
Pension and post-employment benefit contributions and payments		(56	)		(21	)		(4	)		(8	)
Other		(27	)		12			(8	)		(13	)
Net cash from operations		2,665			1,085			957			698
Cash flows from investing activities:
Capital expenditures for property and equipment		(184	)		(158	)		(50	)		(31	)
Capital expenditures for timberlands reforestation		(39	)		(41	)		(20	)		(22	)
Acquisition of Alabama timberlands (Note 14)		(149	)		0
Proceeds from note receivable held by variable interest entities (Note 6)		0			362
Proceeds from sale of timberlands (Note 14)		261			145
Acquisition of timberlands								(18	)		0
Other		3			3			1			0
Net cash from investing activities		(108	)		311			(87	)		(53	)
Cash flows from financing activities:
Cash dividends on common shares		(382	)		(254	)		(1,218	)		(127	)
Net proceeds from issuance of long-term debt (Note 9)		0			732
Payments on long-term debt (Note 9)		(225	)		(936	)
Proceeds from borrowings on line of credit (Note 9)		0			550
Payments on line of credit (Note 9)		0			(780	)
Net proceeds from issuance of long-term debt (Note 8)								881			0
Payments on long-term debt (Note 8)								(1,203	)		0
Proceeds from exercise of stock options		46			9			12			17
Repurchases of common shares (Note 4)		(26	)		0			(118	)		0
Other		(19	)		(16	)		(18	)		(14	)
Net cash from financing activities		(606	)		(695	)		(1,664	)		(124	)
Net change in cash, cash equivalents and restricted cash		1,951			701			(794	)		521
Cash, cash equivalents and restricted cash at beginning of period		495			139			1,999			495
Cash, cash equivalents and restricted cash at end of period	$	2,446		$	840		$	1,205		$	1,016
Cash paid (received) during the period for:
Interest, net of amount capitalized of $3 and $3	$	237		$	278
Interest, net of amount capitalized of $1 and $1							$	78		$	75
Income taxes, net of refunds	$	494		$	46		$	85		$	66

	QUARTER ENDED						YEAR-TO-DATE ENDED						QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	SEPTEMBER 2021			SEPTEMBER 2020			SEPTEMBER 2021			SEPTEMBER 2020			MARCH 2022			MARCH 2021
Common shares:
Balance at beginning of period	$	937		$	933		$	934		$	932		$	934		$	934
Issued for exercise of stock options and vested units		0			0			3			1			2			2
Repurchases of common shares (Note 4)		(1	)		0			(1	)		0			(4	)		0
Balance at end of period		936			933			936			933			932			936
Other capital:
Balance at beginning of period		8,258			8,166			8,208			8,152			8,181			8,208
Issued for exercise of stock options		1			3			44			9			11			16
Repurchases of common shares (Note 4)		(25	)		0			(25	)		0			(117	)		0
Share-based compensation		8			7			23			22			8			7
Other transactions, net		0			2			(8	)		(5	)		(7	)		(9	)
Balance at end of period		8,242			8,178			8,242			8,178			8,076			8,222
Retained earnings (accumulated deficit):
Retained earnings:
Balance at beginning of period		1,861			(37	)		411			(3	)		2,131			411
Net earnings		482			283			2,191			505			771			681
Dividends on common shares		(501	)		0			(760	)		(256	)		(1,223	)		(130	)
Balance at end of period		1,842			246			1,842			246			1,679			962
Accumulated other comprehensive loss:
Balance at beginning of period		(656	)		(860	)		(822	)		(904	)		(479	)		(822	)
Other comprehensive income		5			30			171			74			29			30
Balance at end of period (Note 12)		(651	)		(830	)		(651	)		(830	)
Balance at end of period (Note 11)														(450	)		(792	)
Total equity:
Balance at end of period	$	10,369		$	8,527		$	10,369		$	8,527		$	10,237		$	9,328

Dividends paid per common share	$	0.17		$	0		$	0.51		$	0.34		$	1.63		$	0.17

FOR THE QUARTERS ENDED MARCH 31, 2022 AND ~~YEAR-TO-DATE PERIODS ENDED SEPTEMBER 30,~~ 2021 ~~AND 2020~~

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” 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, ~~2020.~~2021. Results of operations for interim periods should not necessarily be regarded as indicative of the results that may be expected for the full year.

We are principally engaged in growing and harvesting timber; manufacturing, distributing and selling products made from trees; maximizing the value of every acre we own through the sale of higher and better use (HBU) properties; and monetizing the value of surface and subsurface assets through leases and royalties. Our business segments are categorized based primarily on products and services which include:

	QUARTER ENDED						YEAR-TO-DATE ENDED						QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2021			SEPTEMBER 2020			SEPTEMBER 2021			SEPTEMBER 2020			MARCH 2022			MARCH 2021
Sales to unaffiliated customers:
Timberlands	$	423		$	345		$	1,207		$	1,085		$	465		$	379
Real Estate & ENR		69			69			285			246			128			106
Wood Products		1,853			1,696			6,503			4,138			2,519			2,021
		2,345			2,110			7,995			5,469			3,112			2,506
Intersegment sales:
Timberlands		129			107			399			350			161			134

Total sales		2,474			2,217			8,394			5,819			3,273			2,640
Intersegment eliminations		(129	)		(107	)		(399	)		(350	)		(161	)		(134	)
Total	$	2,345		$	2,110		$	7,995		$	5,469		$	3,112		$	2,506
Net contribution (charge) to earnings:
Timberlands	$	133		$	(11	)	$	354		$	169		$	182		$	108
Real Estate & ENR		45			17			174			72			81			66
Wood Products		517			566			2,695			859			1,182			840
		695			572			3,223			1,100			1,445			1,014
Unallocated items⁽¹⁾		(50	)		(69	)		(199	)		(130	)		(117	)		(65	)
Net contribution to earnings		645			503			3,024			970			1,328			949
Interest expense, net of capitalized interest		(79	)		(111	)		(236	)		(299	)		(72	)		(79	)
Loss on debt extinguishment														(276	)		0
Earnings before income taxes		566			392			2,788			671			980			870
Income taxes		(84	)		(109	)		(597	)		(166	)		(209	)		(189	)
Net earnings	$	482		$	283		$	2,191		$	505		$	771		$	681

	QUARTER ENDED				YEAR-TO-DATE ENDED				QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2021		SEPTEMBER 2020		SEPTEMBER 2021		SEPTEMBER 2020		MARCH 2022		MARCH 2021
Net sales to unaffiliated customers:
Timberlands segment
Delivered logs:
West
Domestic sales	$	76	$	80	$	235	$	238	$	113	$	79
Export grade sales		150		83		414		281		146		122
Subtotal West		226		163		649		519		259		201
South		153		141		429		436		154		131
North		13		13		38		37		15		16
Subtotal delivered logs sales		392		317		1,116		992		428		348
Stumpage and pay-as-cut timber		9		5		22		15		9		6
Recreational and other lease revenue		16		16		48		47		17		16
Other⁽¹⁾		6		7		21		31		11		9
Net sales attributable to Timberlands segment		423		345		1,207		1,085		465		379
Real Estate & ENR segment
Real estate		45		49		212		192		97		84
Energy and natural resources		24		20		73		54		31		22
Net sales attributable to Real Estate & ENR segment		69		69		285		246		128		106
Wood Products segment
Structural lumber		681		819		3,020		1,865		1,206		990
Oriented strand board		470		290		1,513		659		564		438
Engineered solid section		183		135		491		373		196		142
Engineered I-joists		128		83		315		231		137		83
Softwood plywood		45		55		170		128		58		56
Medium density fiberboard		52		47		143		124		48		48
Complementary building products		211		183		595		505		215		171
Other⁽²⁾		83		84		256		253		95		93
Net sales attributable to Wood Products segment		1,853		1,696		6,503		4,138		2,519		2,021
Total net sales	$	2,345	$	2,110	$	7,995	$	5,469	$	3,112	$	2,506

Basic earnings per share is net earnings divided by the weighted average number of our outstanding common shares, including stock equivalent units where there is no circumstance under which those shares would not be issued. Diluted earnings per share is net earnings divided by the sum of the weighted average number of our outstanding common shares and the effect of our outstanding dilutive potential common shares.

	QUARTER ENDED				YEAR-TO-DATE ENDED				QUARTER ENDED
SHARES IN THOUSANDS	SEPTEMBER 2021		SEPTEMBER 2020		SEPTEMBER 2021		SEPTEMBER 2020		MARCH 2022		MARCH 2021
Weighted average common shares outstanding – basic		750,105		746,996		749,657		746,809		747,507		748,718
Dilutive potential common shares:
Stock options		293		401		318		246		384		217
Restricted stock units		730		570		709		297		420		738
Performance share units		315		483		315		178		512		351
Total effect of outstanding dilutive potential common shares		1,338		1,454		1,342		721		1,316		1,306
Weighted average common shares outstanding – dilutive		751,443		748,450		750,999		747,530		748,823		750,024

We use the treasury stock method to calculate the dilutive effect of our outstanding stock options, restricted stock units and performance share units.

The following shares were not included in the computation of diluted earnings per share because they were either antidilutive or the required performance or market conditions were not met. Some or all of these shares may be dilutive potential common shares in future periods.

	QUARTER ENDED				YEAR-TO-DATE ENDED				QUARTER ENDED
SHARES IN THOUSANDS	SEPTEMBER 2021		SEPTEMBER 2020		SEPTEMBER 2021		SEPTEMBER 2020		MARCH 2022		MARCH 2021
Stock options		789		2,260		789		2,260		0		147
Performance share units		1,067		729		1,067		729		693		1,115

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).

During ~~year-to-date 2021,~~first quarter 2022, we repurchased ~~780,228~~3,197,675 common shares for approximately ~~$26~~$121 million under the ~~2019~~2021 Repurchase Program. As of ~~September 30, 2021,~~March 31, 2022, we had remaining authorization of ~~$1 billion~~$806 million for future share ~~repurchases under the 2021 Repurchase Program.~~repurchases. We did 0t repurchase shares during ~~year-to-date 2020.~~first quarter 2021.

All common stock repurchases under the ~~2019~~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 78,380 unsettled shares (approximately $3 million) as of March 31, 2022 and 0 unsettled ~~repurchases~~shares as of ~~September 30, 2021 or~~ December 31, ~~2020.~~2021.

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

DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2021		DECEMBER 31, 2020		MARCH 31, 2022		DECEMBER 31, 2021
LIFO inventories:
Logs	$	22	$	24	$	30	$	26
Lumber, plywood, panels and fiberboard		64		59		80		61
Other products		13		9		22		17
Moving average cost or FIFO inventories:
Logs		52		64		104		65
Lumber, plywood, panels, fiberboard and engineered wood products		113		84		116		106
Other products		121		100		140		131
Materials and supplies		114		103		119		114
Total	$	499	$	443	$	611	$	520

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.

From 2002 through 2004, we sold certain nonstrategic timberlands. As a result of these sales, buyer-sponsored and monetization variable interest entities, or special purpose entities (SPEs), were formed. We were the primary beneficiary and consolidated the assets and liabilities of the SPEs involved in these transactions.

The assets of the buyer-sponsored SPEs were financial investments which consisted of bank guarantees. These bank guarantees were in turn backed by bank notes, which were the liabilities of the monetization SPEs. Interest earned from the financial investments within the buyer-sponsored SPEs was used to pay interest accrued on the corresponding monetization SPE’s note.

During first quarter 2020, we received $362 million in proceeds from our final buyer-sponsored SPE at maturity. The corresponding $302 million in liabilities of this SPE was paid in third quarter 2019.

	PENSION												PENSION
	QUARTER ENDED						YEAR-TO-DATE ENDED						QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2021			SEPTEMBER 2020			SEPTEMBER 2021			SEPTEMBER 2020			MARCH 2022			MARCH 2021
Service cost	$	11		$	9		$	32		$	27		$	10		$	11
Interest cost		24			35			73			104			27			24
Expected return on plan assets		(51	)		(59	)		(153	)		(175	)		(39	)		(49	)
Amortization of actuarial loss		29			31			86			92			24			30
Amortization of prior service cost		1			1			2			3			1			1
Total net periodic benefit cost – pension	$	14		$	17		$	40		$	51		$	23		$	17

	OTHER POST-EMPLOYMENT BENEFITS										OTHER POST-EMPLOYMENT BENEFITS
	QUARTER ENDED					YEAR-TO-DATE ENDED					QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2021		SEPTEMBER 2020			SEPTEMBER 2021		SEPTEMBER 2020			MARCH 2022		MARCH 2021
Interest cost	$	0	$	1		$	2	$	3		$	1	$	1
Amortization of actuarial loss		2		1			4		2			1		2
Amortization of prior service credit		0		(1	)		0		(1	)		0		(1	)
Total net periodic benefit cost – other post-employment benefits	$	2	$	1		$	6	$	4		$	2	$	2

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.

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 update 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.

During second quarter 2021, we recorded an increase to the beginning of the year fair value of the pension assets of $155 million, or 5 percent. We also updated our census data that is used to estimate our beginning of the year projected benefit obligation for our pension plans, which resulted in a projected benefit obligation increase of $17 million, or less than 1 percent. The net effect of these updates was a $138 million improvement in funded status. This change in funded status was reflected on our ~~Consolidated Balance Sheet~~ ~~as of June 30, 2021.~~

DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2021		DECEMBER 31, 2020		MARCH 31, 2022		DECEMBER 31, 2021
Compensation and employee benefit costs	$	207	$	204	$	166	$	225
Current portion of lease liabilities		23		26		23		24
Customer rebates, volume discounts and deferred income		177		111		119		164
Dividends payable		375		0
Interest		84		87		72		83
Taxes payable		165		75		202		106
Other		79		93		92		71
Total	$	1,110	$	596	$	674	$	673

In ~~October 2021,~~March 2022, we ~~repaid~~completed a series of transactions that lowered our ~~$150~~weighted average interest rate and extended our weighted average maturity by issuing $900 million ~~9.00 percent~~in notes ~~at maturity.~~

~~In May 2021, we repaid our $225~~and using the net proceeds plus cash on hand to close cash tender offers for $931 million ~~variable-rate term loan that was scheduled to mature~~of principal in ~~July 2026.~~

~~In September 2020, we redeemed our $325~~higher interest rate notes. We issued $450 million ~~3.25~~of 3.375 percent notes due in March ~~2023. A pretax charge of $23 million was included in “Interest expense, net of capitalized interest” in the~~ ~~Consolidated Statement of Operations~~ ~~in third quarter 2020 for the make-whole premium in connection with the early extinguishment of the $325 million notes.~~

~~In March 2020, we issued $750~~2033 and $450 million of ~~4.00~~4.000 percent notes due in ~~April 2030.~~March 2052. The net proceeds after deducting the discount, underwriting fees and issuance costs were ~~$732 million. In May 2020, a portion of the~~$444 million and $437 million, respectively.The net proceeds ~~was~~were used to ~~redeem~~retire $592 million of our ~~$569 million 4.70~~7.375 percent notes due in March ~~2021.~~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 ~~$11~~$276 million ($207 million after-tax) was included ~~in “Interest expense, net of capitalized interest”~~ in the Consolidated Statement of Operations in ~~second~~first quarter ~~2020~~2022 for ~~the make-whole premium~~premiums to retire $931 million of principal plus unamortized debt issuance costs and unamortized debt discounts in connection with the early ~~extinguishment of the $569 million notes, partially offset by the write-off of an unamortized fair value step-up adjustment.~~debt retirement.

In January 2020, we refinanced and extended our $1.5 billion five-year senior unsecured revolving credit facility, which expires in January 2025. Borrowings are at LIBOR plus a spread or at other interest rates mutually agreed upon between the borrower and the lending banks. We had 0 outstanding borrowings on our credit facility as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

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

To estimate the fair value of fixed rate long-term debt, we used the market approach, which is based on quoted market prices we received for the same types and issues of our debt. We believe that our ~~variable rate long-term debt and~~ line of credit ~~instruments have~~has a net carrying ~~values~~value that ~~approximate their~~approximates its fair ~~values with only~~value within an insignificant ~~differences.~~difference. The inputs to ~~these~~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.

We believe that our other financial instruments, including cash and cash equivalents, short-term investments, ~~and~~ 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.

Under the federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) – commonly known as the “Superfund” – and similar state laws, we:

As of ~~September 30, 2021,~~March 31, 2022, our total accrual for future estimated remediation costs on active Superfund sites and other sites for which we are potentially responsible was approximately ~~$64~~$62 million. These amounts are recorded in "Accrued liabilities" and "Other liabilities" on our Consolidated Balance Sheet.

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

	QUARTER ENDED						YEAR-TO-DATE ENDED						QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2021			SEPTEMBER 2020			SEPTEMBER 2021			SEPTEMBER 2020			MARCH 2022			MARCH 2021
Pension⁽¹⁾
Balance at beginning of period	$	(924	)	$	(1,060	)	$	(1,064	)	$	(1,128	)	$	(720	)	$	(1,064	)
Other comprehensive income (loss) before reclassifications		6			(6	)		102			14			(8	)		(4	)
Amounts reclassified from accumulated other comprehensive loss to earnings⁽²⁾		23			24			67			72			19			24
Total other comprehensive income		29			18			169			86			11			20
Balance at end of period	$	(895	)	$	(1,042	)	$	(895	)	$	(1,042	)	$	(709	)	$	(1,044	)
Other Post-Employment Benefits⁽¹⁾
Other post-employment benefits⁽¹⁾
Balance at beginning of period	$	(10	)	$	(11	)	$	(12	)	$	(12	)	$	(2	)	$	(12	)
Other comprehensive income (loss) before reclassifications		(1	)		1			(1	)		1			1			0
Amounts reclassified from accumulated other comprehensive loss to earnings⁽²⁾		2			0			4			1			1			1
Total other comprehensive income		1			1			3			2			2			1
Balance at end of period	$	(9	)	$	(10	)	$	(9	)	$	(10	)	$	0		$	(11	)
Translation Adjustments and Other
Translation adjustments and other
Balance at beginning of period	$	278		$	211		$	254		$	236		$	243		$	254
Translation adjustments		(25	)		11			(1	)		(14	)		16			9
Total other comprehensive income (loss)		(25	)		11			(1	)		(14	)
Total other comprehensive income														16			9
Balance at end of period		253			222			253			222			259			263
Accumulated other comprehensive loss, end of period	$	(651	)	$	(830	)	$	(651	)	$	(830	)	$	(450	)	$	(792	)

Share-based compensation activity during ~~year-to-date 2021~~first quarter 2022 included the following:

SHARES IN THOUSANDS	GRANTED		VESTED		GRANTED		VESTED
Restricted stock units (RSUs)		784		781		615		830
Performance share units (PSUs)		354		229		295		419

A total of ~~2.4~~1.3 million 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 ~~2021~~2022 was ~~$34.38.~~$42.13. The vesting provisions for RSUs granted in ~~2021~~2022 were consistent with prior year grants.

The weighted average grant date fair value of PSUs granted in ~~2021~~2022 was ~~$38.50.~~$49.77. The final number of shares granted in ~~2021~~2022 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 ~~2021~~2022 will vest at a maximum of 100 percent of target value in the event of negative absolute company total shareholder return.

Weighted Average Assumptions Used in Estimating the Value of Performance Share Units Granted in ~~2021~~2022

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 is not considered a strategic shift that has, or will have, a major effect on our operations or financial results and therefore does 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 ourConsolidated Balance Sheet~~. ~~As discussed above, this transaction was structured as a like-kind exchange.~~

On December 17, 2019, we announced an agreement to sell 630 thousand acres of Montana timberlands, which was part of our Timberlands business segment. On March 26, 2020, we completed the sale for $145 million in cash proceeds, which is net of purchase price adjustments and closing costs. Due to the impairment recorded during fourth quarter 2019, no material gain or loss was recorded as a result of this sale.

The 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.

	QUARTER ENDED						YEAR-TO-DATE ENDED						QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2021			SEPTEMBER 2020			SEPTEMBER 2021			SEPTEMBER 2020			MARCH 2022			MARCH 2021
Foreign exchange losses (gains), net	$	(5	)	$	(2	)	$	(2	)	$	3		$	(1	)	$	2
Gain on sale of timberlands		(32	)		0			(32	)		0
Litigation expense, net		5			7			11			9			4			3
Product remediation recovery		0			0			0			(8	)
Research and development expenses		1			1			3			4			1			1
Timber casualty loss		0			80			0			80
Other, net		16			6			28			17			2			4
Total other operating costs (income), net	$	(15	)	$	92		$	8		$	105
Total other operating costs, net													$	6		$	10

In September 2020, forest fires in the state of Oregon, commonly referred to as the Holiday Farm, Beachie Creek, Riverside, and Archie Creek fires, spread from adjacent lands onto portions of our Oregon timberland properties. We recorded a timber casualty loss of $80 million in third quarter 2020 which represented the estimated book value of timber and related assets that could not be salvaged based on information available at that time. The loss was attributable to our Timberlands segment and was recorded within “Other operating costs (income), net” in the ~~Consolidated Statement of Operations~~. During year-to-date 2021, we have harvested a substantial majority of our planned salvage volume in Oregon. The additional information obtained from our salvage operations has not resulted in a change to the estimated loss previously recorded.

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 ~~2021~~2022 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.

(1) Amounts included in restricted cash as of December 31, 2021 were comprised of proceeds held by a qualified intermediary that were intended to be reinvested in timber and timberlands through a like-kind exchange transaction. In first quarter 2022, the proceeds were released as a like-kind property was not identified.

On April 14, 2022, we announced an agreement to purchase 81 thousand acres of North and South Carolina timberlands for approximately $265 million. The transaction is subject to customary closing conditions and is expected to close in the second quarter of 2022.

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 capital structure and the sufficiency of our liquidity position to meet future cash requirements; ~~future debt maturities,~~ compliance with our debt ~~agreements and the effect on our financial position of the expected discontinuation of LIBOR; expected results of litigation and other legal proceedings and~~agreements; contingent liabilities, and the sufficiency of litigation and other contingent liability reserves and related ~~accruals; expected uses~~accruals including, but not limited to, estimates of ~~cash, including~~ future ~~dividends and~~environmental remediation costs; expected capital expenditures; expected ~~effects~~timing of ~~certain acquisitions and divestitures on our operations and financial results;~~closing of a timberlands acquisition; market and general economic conditions, including related influencing factors such as ~~trends in~~the trajectory of U.S. housing activity, ~~inflation, interest rates, the nature~~repair and ~~extent of future government stimulus, and the timing of when, and the extent to which,~~remodel activity, impacts from COVID-related restrictions, ~~are lifted; laws~~inflation trends, and ~~regulations relevant to our businesses;~~interest rates; assumptions used in valuing incentive compensation and related expense; and our expectations relating to returns on invested pension plan assets and expected benefit payments.

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,” ~~“intend,”~~ “maintain,” “may,” “plan,” “potential,~~” “project,~~” “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. ~~These risks and uncertainties include, but~~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 ~~limited to:~~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:

In March 2020, COVID-19 was officially declared a global pandemic by the World Health Organization, and a national emergency was declared by the United States. The immediate economic effects of the pandemic were severe, as U.S. gross domestic product (GDP) declined 31 percent in the second quarter of 2020 and the national unemployment rate soared to a record-high of nearly 15 percent in April 2020 driven by the restrictions imposed in response to the pandemic. Since that time the unemployment rate has fallen steadily, and U.S. GDP has rebounded significantly as states have continued to reopen their economies and loosen restrictions. Although market conditions across our businesses deteriorated rapidly in late first quarter and early second quarter 2020, they quickly rebounded as demand for housing and wood products proved resilient. Growth in repair and remodel demand and new residential construction activity resulted in increased demand for wood products. As a result, benchmark prices rose to record levels through May 2021 for most lumber products and into early July for oriented strand board (OSB). During the second quarter, lumber prices, followed by OSB, began a substantial correction as demand from the repair and remodel segment lessened during the summer months. Later in the third quarter, prices bottomed and began to rebound. Looking ahead, ~~to the remainder of 2021,~~ our market conditions and the strength of the broader U.S. economy will continue to be influenced by the trajectory of U.S. housing activity, repair and remodel activity, ~~the ongoing pace of reopening economic activities~~impacts from COVID-related restrictions, inflation trends and interest ~~rates, and the nature and extent of future government stimulus including the proposed infrastructure bill.~~

We have taken proactive steps to safeguard the health of our employees and preserve business continuity from the beginning of the pandemic. These actions have included detailed cleaning and disinfecting procedures, strict processes around masking, social distancing and personal hygiene, clear communication with our employees, contractors, vendors and visitors about our safety protocols, comprehensive guidance for response to any COVID-19 diagnoses or exposures in our operations, and a directive that employees work from home if feasible. In light of adjustments to federal, state and local health and safety restrictions, we began a phased-in approach to return some of our employees who have been working from home back to their work locations. We remain vigilant about employee safety and will continue to monitor developments, including but not limited to the spread of disease variants and their impact on local health systems.

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, especially 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. In the third quarter of 2021, wet weather constrained some harvest operations for producers in the U.S. South. In the West, wildfire activity resulted in some harvest restrictions in the third quarter. 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 OSB as well as the demand for biofuels, such as pellets made from pulpwood. The Timberlands segment is also influenced by the availability of harvestable timber. In general, Western log markets are highly tensioned while Southern log markets have more available supply. However, additional mill capacity being added in the U.S. South has led to ~~some~~ tightening of markets in certain geographies.

On a seasonally adjusted annual basis, as reported by the U.S. Census Bureau, housing starts for ~~third~~first quarter ~~2021~~2022 averaged ~~1.57~~1.75 million units, a 15 percent ~~decline~~increase from ~~second~~fourth quarter 2021. Single family starts averaged ~~1.1~~1.2 million units, a 12.5 percent ~~decline~~increase from ~~second~~fourth quarter ~~2021 but a 5 percent improvement over third quarter 2020.~~2021. Multi-family starts averaged ~~475~~557 thousand units in ~~third~~first quarter ~~2021,~~2022, which was 1a 10.7 percent ~~lower than second~~increase from fourth quarter ~~2021 but 19 percent higher than third quarter 2020.~~2021. Sales of newly built, single family homes averaged a seasonally adjusted annual rate of ~~738~~814 thousand units for ~~third~~first quarter ~~2021, in line with~~2022. This is an increase of 6.6 percent from the previous quarter’s sales and a 24 percent decline from third quarter 2020. After weakening during the summer months, sales in September strengthened to a seasonally adjusted annual rate of 800 thousand units.quarter.

Repair and remodeling expenditures ~~declined~~increased by ~~3.5~~5.2 percent from ~~second~~fourth quarter 2021 to ~~third~~first quarter ~~2021~~2022 according to the Census Bureau Advance Retail Spending report. ~~A decrease in do-it-yourself~~Do-it-yourself activity ~~contributed~~remains at or above pre-pandemic historical levels while professionally contracted activities continue to ~~lower sales at home improvement centers offset in part by a transition to larger projects undertaken by professional contractors.~~

In U.S. wood product markets, demand ~~slowed~~was strong during most of ~~third~~first quarter ~~2021~~2022 as ~~dealers kept a watchful eye on inventory levels and continued~~dealer inventories remained lean, which contributed to ~~work through existing inventories. In turn, third quarter 2021~~increased prices for lumber ~~continued a sharp decline from record high prices reported in the second quarter,~~ and ~~OSB prices fell during the quarter as well. By the end of the quarter, prices for both lumber and OSB had bottomed and were increasing to levels more in line with historical demand and supply factors.~~panels. The Random Lengths Framing Lumber Composite price averaged ~~$493/~~$1,248/MBF and the OSB Composite averaged ~~$780/~~$1,215/MSF in ~~third~~first quarter ~~2021.~~

In Western log markets, Douglas fir sawlog prices ~~slightly~~ increased by 118 percent in ~~third~~first quarter ~~2021~~2022 compared with ~~second~~fourth quarter 2021 as reported by RISI Log Lines. The strength in Western log prices was supported by multiple factors including ~~continued~~strong demand ~~in export markets.~~as mills capitalized on high lumber pricing. In the South, sawlog prices increased by 36 percent from ~~second~~fourth quarter 2021 and 1713 percent from ~~third~~first quarter ~~2020~~2021 as reported by ~~TimberMart-South. While weather events contributed~~TimberMart-South mainly attributable to ~~some of this~~the increase ~~transportation constraints and additional mill demand also contributed to more tensioned log markets.~~

Exchange rates, available supply from other countries and trade policy affect our export businesses. During ~~third~~first quarter ~~2021,~~2022, continued strength in end use demand and disruptions inof other global ~~shipping, diversion~~sources of ~~European~~supply supported sustained demand for export logs. China export activity and pricing were supported by constrained log and lumber ~~supply to~~imports from other ~~markets, and bans on Australian log imports to China generally had a positive impact on China’s demand for logs imported from the U.S.~~geographies. In Japan, total housing starts increased ~~4.7~~4.3 percent year to date through ~~August~~February compared to the same period in ~~2020,~~2021, while the key Post and Beam segment saw ~~an 8.5~~a 1.5 percent increase. Decreased lumber imports from Europe to Japan have continued to be favorable to our Japanese log export business.

Governments and businesses across the globe are taking action on climate change and are making significant commitments towards 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 activities.

	QUARTER ENDED				AMOUNT OF CHANGE		YEAR-TO-DATE ENDED				AMOUNT OF CHANGE		QUARTER ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	SEPTEMBER 2021		SEPTEMBER 2020		2021 VS. 2020		SEPTEMBER 2021		SEPTEMBER 2020		2021 VS. 2020		MARCH 2022		MARCH 2021		2022 VS. 2021
Net sales	$	2,345	$	2,110	$	235	$	7,995	$	5,469	$	2,526	$	3,112	$	2,506	$	606
Costs of sales	$	1,589	$	1,390	$	199	$	4,602	$	4,055	$	547	$	1,647	$	1,430	$	217
Operating income	$	649	$	510	$	139	$	3,034	$	993	$	2,041	$	1,344	$	956	$	388
Net earnings	$	482	$	283	$	199	$	2,191	$	505	$	1,686	$	771	$	681	$	90
Earnings per share, basic and diluted	$	0.64	$	0.38	$	0.26	$	2.92	$	0.68	$	2.24	$	1.03	$	0.91	$	0.12

Comparing ~~Third~~First Quarter ~~2021~~2022 with ~~Third~~First Quarter ~~2020~~2021

Net sales increased ~~$235~~$606 million – 1124 percent – primarily due to a ~~$157~~$498 million increase in Wood Products sales to unaffiliated customers attributable to increased sales realizations across ~~most~~all product lines, as well as ~~a $78~~an $86 million increase in Timberlands sales to unaffiliated customers attributable to increased sales realizations and sales volumes in the Western and Southern regions.

Costs of sales increased ~~$199~~$217 million – 1415 percent – primarily due to increased ~~freight~~complementary building product sales, increased cost of commodity products, and higher log and fiber costs ~~and increased sales volumes for structural lumber~~ within our Wood Products segment and increased ~~sales volumes~~freight costs and third-party log purchases within our Timberlands ~~segment, partially offset by decreased real estate acres sold in our Real Estate & ENR~~ segment.

Operating income increased ~~$139~~$388 million – 2741 percent – primarily due to ~~an $80 million timber casualty loss recorded in third quarter 2020 related to the Oregon wildfires, as well as~~ a ~~$36~~$389 million increase in consolidated gross margin (see discussion of components above).

Net earnings increased $199 million – 70 percent – primarily due to the $139 million increase in operating income discussed above, as well as a $32 million decrease in interest expense and a $25 million decrease in income tax expense (refer to ~~Income Taxes~~ ~~and~~ ~~Interest Expense~~).

Net sales increased $2,526 million – 46 percent – primarily due to a $2,365 million increase in Wood Products sales to unaffiliated customers attributable to increased sales realizations across all product lines.

~~Costs of sales increased $547~~$90 million – 13 percent – primarily due increased freight costs and increased sales volumes within our Wood Products segment, as well as increased freight costs and third-party log purchases within our Timberlands segment, partially offset by decreased real estate acres sold in our Real Estate & ENR segment.

Operating income increased $2,041 million – 206 percent – primarily due to a $1,979 million increase in consolidated gross margin (see discussion of components above), as well as an $80 million timber casualty loss recorded in third quarter 2020 related to the ~~Oregon wildfires.~~

~~Net earnings increased $1,686 million – 334 percent –~~ ~~primarily due to the $2,041~~$388 million increase in operating income, as discussed above.

~~The~~This increase was partially offset by a ~~$431~~$276 million pretax charge ($207 million after-tax) related to the early extinguishment of debt (refer to Note 8: Long-Term Debt and Line of Credit), as well as a $20 million increase in income tax expense (refer to ~~Incomes~~Income Taxes).

	QUARTER ENDED					AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE			QUARTER ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2021		SEPTEMBER 2020			2021 VS. 2020			SEPTEMBER 2021		SEPTEMBER 2020		2021 VS. 2020			MARCH 2022		MARCH 2021		2022 VS. 2021
Net sales to unaffiliated customers:
Delivered logs:
West	$	226	$	163		$	63		$	649	$	519	$	130		$	259	$	201	$	58
South		153		141			12			429		436		(7	)		154		131		23
North		13		13			—			38		37		1			15		16		(1	)
Subtotal delivered logs sales		392		317			75			1,116		992		124			428		348		80
Stumpage and pay-as-cut timber		9		5			4			22		15		7			9		6		3
Recreational and other lease revenue		16		16			—			48		47		1			17		16		1
Other⁽¹⁾		6		7			(1	)		21		31		(10	)		11		9		2
Subtotal net sales to unaffiliated customers		423		345			78			1,207		1,085		122			465		379		86
Intersegment sales		129		107			22			399		350		49			161		134		27
Total sales	$	552	$	452		$	100		$	1,606	$	1,435	$	171		$	626	$	513	$	113
Costs of sales	$	428	$	358		$	70		$	1,218	$	1,116	$	102		$	423	$	383	$	40
Operating income (loss) and Net contribution (charge) to earnings	$	133	$	(11	)	$	144		$	354	$	169	$	185
Operating income and Net contribution to earnings																$	182	$	108	$	74

Comparing ~~Third~~First Quarter ~~2021~~2022 with ~~Third~~First Quarter ~~2020~~2021

Net sales to unaffiliated customers increased ~~$78~~$86 million – 23 percent – primarily due to a ~~$63~~$58 million increase in Western log sales attributable to a 3423 percent increase in sales realizations and a 4 percent increase in sales volumes, as well as a ~~$12~~$23 million increase in Southern log sales attributable to a 69 percent increase in sales ~~realizations~~volumes and ~~a 3~~an 8 percent increase in sales ~~volumes.~~realizations.

Intersegment sales increased ~~$22 million – 21 percent – primarily due to a 14 percent increase in sales realizations, as well as a 6 percent increase in sales volumes.~~

~~Costs of sales increased $70~~$27 million – 20 percent – primarily due to a 20 percent increase in sales realizations.

Costs of sales increased ~~sales volumes, as discussed above, as well as~~$40 million – 10 percent – primarily due to increased freight costs and third-party log ~~purchases.~~purchases, as well as increased sales volumes, as discussed above.

Operating income and net contribution to earnings increased ~~$144~~$74 million – 69 percent – primarily due to an $80 million timber casualty loss recorded in third quarter 2020 related to the Oregon wildfires, a $32 million gain on the sale of timberlands in the North Cascades region of Washington recorded in third quarter 2021 and the change in the components of gross margin, as discussed above.

Net sales to unaffiliated customers increased $122 million – 11 percent – primarily due to a $130 million increase in Western log sales attributable to a 30 percent increase in sales realizations. The increase was partially offset by a $10 million decrease in other product sales.

~~Intersegment sales increased $49 million – 14 percent – primarily due to a 14 percent increase in sales realizations.~~

~~Costs of sales increased $102 million – 9 percent – primarily due to increased freight costs and third-party log purchases, partially offset by decreased fee harvest volumes.~~

Operating income and net contribution to earnings increased $185 million – 109 percent – primarily due to an $80 million timber casualty loss recorded in third quarter 2020 related to the Oregon wildfires, the change in the components of gross margin discussed above and a $32 million gain on the sale of timberlands in the North Cascades region of Washington recorded in third quarter 2021.

	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE			QUARTER ENDED				AMOUNT OF CHANGE
VOLUMES IN THOUSANDS	SEPTEMBER 2021		SEPTEMBER 2020		2021 VS. 2020			SEPTEMBER 2021		SEPTEMBER 2020		2021 VS. 2020			MARCH 2022		MARCH 2021		2022 VS. 2021
Third-party log sales – tons:
West⁽¹⁾		1,555		1,489		66			4,702		4,887		(185	)		1,604		1,539		65
South		4,304		4,185		119			12,236		12,857		(621	)		4,135		3,782		353
North		195		234		(39	)		571		631		(60	)		210		261		(51	)
Total		6,054		5,908		146			17,509		18,375		(866	)		5,949		5,582		367
Fee harvest volumes – tons:
West⁽¹⁾		1,930		1,911		19			6,130		6,457		(327	)		2,240		2,101		139
South		5,912		5,596		316			17,144		17,640		(496	)		5,842		5,376		466
North		264		321		(57	)		800		901		(101	)		278		337		(59	)
Total		8,106		7,828		278			24,074		24,998		(924	)		8,360		7,814		546

	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE			QUARTER ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2021		SEPTEMBER 2020		2021 VS. 2020			SEPTEMBER 2021		SEPTEMBER 2020		2021 VS. 2020			MARCH 2022		MARCH 2021		2022 VS. 2021
Net sales:
Real estate	$	45	$	49	$	(4	)	$	212	$	192	$	20		$	97	$	84	$	13
Energy and natural resources		24		20		4			73		54		19			31		22		9
Total	$	69	$	69	$	—		$	285	$	246	$	39		$	128	$	106	$	22
Costs of sales	$	18	$	46	$	(28	)	$	93	$	156	$	(63	)	$	41	$	34	$	7
Operating income and Net contribution to earnings	$	45	$	17	$	28		$	174	$	72	$	102		$	81	$	66	$	15

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 (particularly in the northern states), 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 ~~2021~~2022 with ~~Third~~First Quarter ~~2020~~2021

Net sales ~~remained consistent~~increased $22 million – 21 percent – primarily due to ~~a $4 million decrease~~increases in ~~real estate sales attributable to a decrease in real estate~~the amount of acres sold ~~partially offset by an increase in the average price per real estate acre sold. The decrease was offset by an equal increase in~~and energy and natural resources ~~sales of $4 million.~~sales.

Costs of sales ~~decreased $28~~increased $7 million – 6121 percent – primarily due to ~~decreased real estate~~an increase in the amount of acres sold.

Operating income and net contribution to earnings increased ~~$28~~$15 million – ~~165~~23 percent – primarily due to the change in the components of gross margin, as discussed above.

Net sales increased $39 million – 16 percent – primarily due to an increase in the average price per real estate acre sold, as well as an increase in mitigation bank sales, higher natural gas prices and an increase in production volumes of natural gas and construction materials, partially offset by decreased real estate acres sold.

~~Costs of sales decreased $63 million – 40 percent – primarily due to decreased real estate acres sold.~~

~~Operating income and net contribution to earnings increased $102 million – 142 percent – primarily due to the change in the components of gross margin, as discussed above.~~

	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE			QUARTER ENDED				AMOUNT OF CHANGE
	SEPTEMBER 2021		SEPTEMBER 2020		2021 VS. 2020			SEPTEMBER 2021		SEPTEMBER 2020		2021 VS. 2020			MARCH 2022		MARCH 2021		2022 VS. 2021
Acres sold		11,037		34,917		(23,880	)		48,907		111,228		(62,321	)		24,126		19,455		4,671
Average price per acre	$	4,005	$	1,381	$	2,624		$	3,632	$	1,662	$	1,970		$	3,785	$	3,803	$	(18	)

	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE		QUARTER ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2021		SEPTEMBER 2020		2021 VS. 2020			SEPTEMBER 2021		SEPTEMBER 2020		2021 VS. 2020		MARCH 2022		MARCH 2021		2022 VS. 2021
Net sales:
Structural lumber	$	681	$	819	$	(138	)	$	3,020	$	1,865	$	1,155	$	1,206	$	990	$	216
Oriented strand board		470		290		180			1,513		659		854		564		438		126
Engineered solid section		183		135		48			491		373		118		196		142		54
Engineered I-joists		128		83		45			315		231		84		137		83		54
Softwood plywood		45		55		(10	)		170		128		42		58		56		2
Medium density fiberboard		52		47		5			143		124		19		48		48		—
Complementary building products		211		183		28			595		505		90		215		171		44
Other products produced⁽¹⁾		83		84		(1	)		256		253		3		95		93		2
Total	$	1,853	$	1,696	$	157		$	6,503	$	4,138	$	2,365	$	2,519	$	2,021	$	498
Costs of sales	$	1,270	$	1,075	$	195		$	3,623	$	3,112	$	511	$	1,276	$	1,124	$	152
Operating income and Net contribution to earnings	$	517	$	566	$	(49	)	$	2,695	$	859	$	1,836	$	1,182	$	840	$	342

Comparing ~~Third~~First Quarter ~~2021~~2022 with ~~Third~~First Quarter ~~2020~~2021

These increases were partially offset by a $138 million decrease in structural lumber sales due to a 23 percent decrease in sales realizations, partially offset by a 9 percent increase in sales volumes, as well as a $10 million decrease in softwood plywood sales.

Costs of sales increased $195 million – 18 percent – primarily due to increased freight costs and increased sales volumes for structural lumber, partially offset by decreased sales volumes across most other products.

~~Operating income and net contribution to earnings decreased $49 million – 9 percent – primarily due to the change in the components of gross margin, as discussed above.~~

Costs of sales increased ~~$511~~$152 million – 1614 percent – primarily due to increased ~~freight costs~~complementary building product sales, increased cost of commodity products, and ~~increased sales volumes for most products, as discussed above.~~

Operating income and net contribution to earnings increased ~~$1,836~~$342 million – ~~214~~41 percent – primarily due to the change in the components of gross margin, as discussed above.

	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE			QUARTER ENDED				AMOUNT OF CHANGE
VOLUMES IN MILLIONS⁽¹⁾	SEPTEMBER 2021		SEPTEMBER 2020		2021 VS. 2020			SEPTEMBER 2021		SEPTEMBER 2020		2021 VS. 2020			MARCH 2022		MARCH 2021		2022 VS. 2021
Structural lumber – board feet		1,320		1,216		104			3,717		3,663		54			1,157		1,145		12
Oriented strand board – square feet (3/8”)		681		736		(55	)		2,058		2,253		(195	)		717		714		3
Engineered solid section – cubic feet		5.9		6.3		(0.4	)		18.7		17.4		1.3			5.7		6.2		(0.5	)
Engineered I-joists – lineal feet		49		51		(2	)		149		140		9			46		47		(1	)
Softwood plywood – square feet (3/8”)		69		107		(38	)		240		315		(75	)		75		94		(19	)
Medium density fiberboard – square feet (3/4”)		55		55		—			162		147		15			44		57		(13	)

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 2021		SEPTEMBER 2020		2021 VS. 2020			SEPTEMBER 2021		SEPTEMBER 2020		2021 VS. 2020			MARCH 2022		MARCH 2021		2022 VS. 2021
Structural lumber – board feet:
Production		1,222		1,170		52			3,667		3,487		180			1,203		1,211		(8	)
Outside purchase		56		55		1			160		164		(4	)		42		55		(13	)
Total		1,278		1,225		53			3,827		3,651		176			1,245		1,266		(21	)
Oriented strand board – square feet (3/8”):
Production		715		759		(44	)		2,140		2,278		(138	)		739		742		(3	)
Outside purchase		62		77		(15	)		201		228		(27	)		70		68		2
Total		777		836		(59	)		2,341		2,506		(165	)		809		810		(1	)
Engineered solid section – cubic feet:
Production		5.8		5.4		0.4			18.0		16.8		1.2			5.7		6.0		(0.3	)
Outside purchase		0.2		0.2		—			0.7		0.4		0.3			0.2		0.3		(0.1	)
Total		6.0		5.6		0.4			18.7		17.2		1.5			5.9		6.3		(0.4	)
Engineered I-joists – lineal feet:
Production		49		43		6			144		128		16			44		44		—
Outside purchase		2		3		(1	)		6		8		(2	)		2		3		(1	)
Total		51		46		5			150		136		14			46		47		(1	)
Softwood plywood – square feet (3/8”):
Production		61		94		(33	)		203		267		(64	)		66		80		(14	)
Outside purchase		12		17		(5	)		38		47		(9	)		10		14		(4	)
Total		73		111		(38	)		241		314		(73	)		76		94		(18	)
Medium density fiberboard – square feet (3/4"):
Production		55		57		(2	)		163		148		15			44		56		(12	)
Total		55		57		(2	)		163		148		15			44		56		(12	)

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.

	QUARTER ENDED						AMOUNT OF CHANGE			YEAR-TO-DATE ENDED						AMOUNT OF CHANGE			QUARTER ENDED						AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2021			SEPTEMBER 2020			2021 VS. 2020			SEPTEMBER 2021			SEPTEMBER 2020			2021 VS. 2020			MARCH 2022			MARCH 2021			2022 VS. 2021
Unallocated corporate function and variable compensation expense	$	(33	)	$	(36	)	$	3		$	(94	)	$	(78	)	$	(16	)	$	(31	)	$	(25	)	$	(6	)
Liability classified share-based compensation		(1	)		(5	)		4			(2	)		1			(3	)		1			(1	)		2
Foreign exchange gain (loss)		5			2			3			2			(3	)		5
Foreign exchange loss																				—			(2	)		2
Elimination of intersegment profit in inventory and LIFO		12			(9	)		21			(33	)		(4	)		(29	)		(59	)		(17	)		(42	)
Other		(29	)		(14	)		(15	)		(62	)		(23	)		(39	)		(12	)		(13	)		1
Operating loss		(46	)		(62	)		16			(189	)		(107	)		(82	)		(101	)		(58	)		(43	)
Non-operating pension and other post-employment benefit costs		(5	)		(9	)		4			(14	)		(28	)		14			(15	)		(8	)		(7	)
Interest income and other		1			2			(1	)		4			5			(1	)		(1	)		1			(2	)
Net charge to earnings	$	(50	)	$	(69	)	$	19		$	(199	)	$	(130	)	$	(69	)	$	(117	)	$	(65	)	$	(52	)

Comparing ~~Third~~First Quarter ~~2021~~2022 with ~~Third~~First Quarter ~~2020~~2021

Net charge to earnings ~~decreased $19~~increased $52 million – 2880 percent – primarily due to a ~~$21~~$42 million ~~decrease~~increase in elimination of intersegment profit in inventory and LIFO.

~~Net charge to earnings increased $69 million – 53 percent – primarily due to:~~

Interest expense decreased by ~~$32~~$7 million compared to ~~third~~first quarter ~~2020 and by $63 million compared to year-to-date 2020. The decreases were~~2021 primarily due to $23 million and $34 million in charges related to the early extinguishment of debt recorded in third quarter and year-to-date 2020, respectively, with no similar activity in third quarter and year-to-date 2021, as well as a decrease in the average outstanding debt and weighted average interest rate in ~~third~~first quarter ~~and year-to-date 2021.~~2022.

Our provision for income taxes is primarily driven by earnings generated by our TRSs. Income tax expense increased by ~~$431~~$20 million compared to ~~year-to-date 2020~~first quarter 2021 primarily due to an increase in our TRS earnings in ~~2021.~~first quarter 2022, partially offset by a tax benefit of approximately $69 million resulting from the $276 million pretax loss on debt extinguishment recorded in first quarter 2022.

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, 2021,~~March 31, 2022, we had over ~~$2.3~~$1.2 billion in cash and cash equivalents and $1.5 billion of availability on our line of credit, which expires in January 2025. We believe we have sufficient liquidity to meet our cash requirements for the foreseeable future.

Net cash from operations increased ~~$1,580~~$259 million, primarily due ~~to:~~

~~These changes were~~to increased cash inflows from our business operations. This change was partially offset by a ~~$448~~$19 million increase in cash paid for income taxes.

Net cash from investing activities decreased ~~$419~~$34 million, primarily due to:

~~These changes were partially offset by a $116 million increase in proceeds from the sale of timberlands.~~

	YEAR-TO-DATE ENDED				QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2021		SEPTEMBER 2020		MARCH 2022		MARCH 2021
Timberlands	$	76	$	75	$	30	$	28
Wood Products		146		124		39		25
Unallocated Items		1		—		1		—
Total	$	223	$	199	$	70	$	53

We anticipate our capital expenditures for ~~2021 will~~2022 to be ~~slightly below $460 million as a result of supply chain and contract labor constraints.~~approximately $440 million. The amount we spend on capital expenditures could change.

Net cash from financing activities ~~increased $89~~decreased $1,540 million, primarily due ~~to a $230 million decrease in net cash paid related to borrowings on our line of credit and a $37 million increase in cash received from exercise of stock options.~~

We had no outstanding borrowings on our $1.5 billion five-year senior unsecured revolving credit facility as of ~~September 30, 2021~~March 31, 2022 or December 31, ~~2020.~~2021. This credit facility expires in January 2025.

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

~~In September 2020, we redeemed our $325 million 3.25 percent notes due in March 2023.~~

In March 2020, we issued $750 million of 4.00 percent notes due in April 2030. The net proceeds after deducting the discount, underwriting fees and issuance costs were $732 million. In May 2020, a portion of the net proceeds was used to redeem our $569 million 4.70 percent notes due in March 2021.

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. ~~Publication~~Due to the cessation of USD LIBOR ~~is expected to cease between January 1, 2022 and July 1, 2023. We~~we plan to transition our revolving credit facility to an alternate reference rate in 2022. We have included provisions in our revolving credit agreement that specifically contemplate the transition from LIBOR to a replacement benchmark rate.

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.

As of ~~September 30, 2021,~~March 31, 2022, Weyerhaeuser Company was in compliance with its debt covenants. There have been no significant changes to the debt covenants presented in our ~~2020~~2021 Annual Report on Form 10-K for our ~~existing~~ long-term debt instruments, and we expect to remain in compliance with our debt covenants for the foreseeable future.

Our average stock price was ~~$35.41~~$39.65 and ~~$24.67~~$34.05 for ~~year-to-date~~first quarter 2022 and 2021, ~~and 2020,~~ respectively.

~~On September 22, 2021, our board of directors declared an interim~~The increase in dividends paid is primarily due to a supplemental dividend of ~~$0.50~~$1.45 per share ~~that was paid on October 19, 2021. As a result, we recorded dividends payable of $375 million within “Accrued liabilities” on our~~ ~~Consolidated Balance Sheet~~ ~~as of September 30, 2021. In accordance with our dividend framework, we expect to pay a significant supplemental dividend~~ based on ~~our~~ 2021 ~~annual~~financial results ~~to shareholders~~for a total of $1,084 million paid in the first quarter of 2022.

We repurchased ~~over 780 thousand~~3,197,675 shares for approximately ~~$26~~$121 million (including transaction fees) during ~~third~~first quarter ~~2021~~2022 under the ~~2019~~2021 Repurchase Program. We did not repurchase shares in ~~2020.~~first quarter 2021. There were 78,380 unsettled shares (approximately $3 million) as of March 31, 2022 and no unsettled ~~repurchases~~shares as of ~~September 30, 2021 or~~ December 31, ~~2020.~~2021. Refer to Note 4: Net Earnings Per Share and Share Repurchases for further information.

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 2021			SEPTEMBER 2020			2021 VS. 2020			SEPTEMBER 2021			SEPTEMBER 2020			2021 VS. 2020			MARCH 2022			MARCH 2021			2022 VS. 2021
Adjusted EBITDA by Segment:
Timberlands	$	165		$	130		$	35		$	517		$	443		$	74		$	247		$	172		$	75
Real Estate & ENR		60			60			—			247			218			29			116			96			20
Wood Products		565			615			(50	)		2,840			997			1,843			1,233			889			344
		790			805			(15	)		3,604			1,658			1,946			1,596			1,157			439
Unallocated Items		(44	)		(60	)		16			(184	)		(114	)		(70	)		(99	)		(56	)		(43	)
Adjusted EBITDA	$	746		$	745		$	1		$	3,420		$	1,544		$	1,876		$	1,497		$	1,101		$	396

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, 2021:~~March 31, 2022:

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											$	482											$	771
Interest expense, net of capitalized interest												79												72
Loss on debt extinguishment⁽¹⁾																								276
Income taxes												84												209
Net contribution (charge) to earnings	$	133		$	45	$	517	$	(50	)	$	645		$	182	$	81	$	1,182	$	(117	)	$	1,328
Non-operating pension and other post-employment benefit costs		—			—		—		5			5			—		—		—		15			15
Interest income and other		—			—		—		(1	)		(1	)		—		—		—		1			1
Operating income (loss)		133			45		517		(46	)		649			182		81		1,182		(101	)		1,344
Depreciation, depletion and amortization		64			4		48		2			118			65		4		51		2			122
Basis of real estate sold		—			11		—		—			11			—		31		—		—			31
Special items included in operating income (loss)⁽¹⁾		(32	)		—		—		—			(32	)
Adjusted EBITDA	$	165		$	60	$	565	$	(44	)	$	746		$	247	$	116	$	1,233	$	(99	)	$	1,497

~~The table below reconciles Adjusted EBITDA for the quarter ended September 30, 2020:~~

DOLLAR AMOUNTS IN MILLIONS

Timberlands

Real Estate &
ENR

Wood
Products

Unallocated
Items

Total

Adjusted EBITDA by Segment:

Net earnings

$
283

Interest expense, net of capitalized interest⁽¹⁾

111

Income taxes

109

Net contribution (charge) to earnings

$
(11
)

$
17

$
566

$
(69
)

$
503

Non-operating pension and other post-employment benefit costs

—

—

—

9

9

Interest income and other

—

—

—

(2
)

(2
)
Operating income (loss)

(11
)

17

566

(62
)

510

Depreciation, depletion and amortization

61

3

49

2

115

Basis of real estate sold

—

40

—

—

40

Special items included in operating income (loss)⁽²⁾

80

—

—

—

80

Adjusted EBITDA

$
130

$
60

$
615

$
(60
)

$
745

The table below reconciles Adjusted EBITDA for the ~~year-to-date period~~quarter ended ~~September 30,~~March 31, 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

~~The table below reconciles Adjusted EBITDA for the year-to-date period ended September 30, 2020:~~

DOLLAR AMOUNTS IN MILLIONS

Timberlands

Real Estate
& ENR

Wood
Products

Unallocated
Items

Total

Adjusted EBITDA by Segment:

Net earnings

$
505

Interest expense, net of capitalized interest⁽¹⁾

299

Income taxes

166

Net contribution (charge) to earnings

$
169

$
72

$
859

$
(130
)

$
970

Non-operating pension and other post-employment benefit costs

—

—

—

28

28

Interest income and other

—

—

—

(5
)

(5
)
Operating income (loss)

169

72

859

(107
)

993

Depreciation, depletion and amortization

194

10

146

5

355

Basis of real estate sold

—

136

—

—

136

Special items included in operating income (loss)⁽²⁾

80

—

(8
)

(12
)

60

Adjusted EBITDA

$
443

$
218

$
997

$
(114
)

$
1,544

~~(2)~~

Operating income (loss) includes pretax special items consisting of a $12 million noncash legal benefit within Unallocated Items, an $8 million product remediation insurance recovery within Wood Products and an $80 million timber casualty loss within Timberlands.

DOLLAR AMOUNTS IN MILLIONS	Timberlands		Real Estate & ENR		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings										$	681
Interest expense, net of capitalized interest											79
Income taxes											189
Net contribution (charge) to earnings	$	108	$	66	$	840	$	(65	)	$	949
Non-operating pension and other post-employment benefit costs		—		—		—		8			8
Interest income and other		—		—		—		(1	)		(1	)
Operating income (loss)		108		66		840		(58	)		956
Depreciation, depletion and amortization		64		3		49		2			118
Basis of real estate sold		—		27		—		—			27
Adjusted EBITDA	$	172	$	96	$	889	$	(56	)	$	1,101

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.

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2021

SEPTEMBER 2020

SEPTEMBER 2021

SEPTEMBER 2020

Net earnings

$
482

$
283

$
2,191

$
505

Early extinguishment of debt charges

—

23

—

34

Gain on sale of timberlands

(32
)

—

(32
)

—

Legal benefit

—

—

—

(12
)
Product remediation recovery

—

—

—

(6
)
Timber casualty loss

—

80

—

80

Net earnings before special items

$
450

$
386

$
2,159

$
601

	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 2022		MARCH 2021
Net earnings	$	771	$	681
Loss on debt extinguishment		207		—
Net earnings before special items	$	978	$	681

QUARTER ENDED

YEAR-TO-DATE ENDED

SEPTEMBER 2021

SEPTEMBER 2020

SEPTEMBER 2021

SEPTEMBER 2020

Net earnings per diluted share

$
0.64

$
0.38

$
2.92

$
0.68

Early extinguishment of debt charges

—

0.03

—

0.05

Gain on sale of timberlands

(0.04
)

—

(0.04
)

—

Legal benefit

—

—

—

(0.02
)
Product remediation recovery

—

—

—

(0.01
)
Timber casualty loss

—

0.11

—

0.11

Net earnings per diluted share before special items

$
0.60

$
0.52

$
2.88

$
0.81

	QUARTER ENDED
	MARCH 2022		MARCH 2021
Net earnings per diluted share	$	1.03	$	0.91
Loss on debt extinguishment		0.28		—
Net earnings per diluted share before special items	$	1.31	$	0.91

There have been no significant changes during ~~year-to-date 2021~~first quarter 2022 to the critical accounting policies presented in our ~~2020~~2021 Annual Report on Form 10-K.

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, 2021~~March 31, 2022

DOLLAR AMOUNTS IN MILLIONS

2021

2022

2023

2024

2025

THEREAFTER

TOTAL⁽¹⁾

FAIR VALUE

2022

2023

2024

2025

2026

THEREAFTER

TOTAL⁽¹⁾

FAIR VALUE

Fixed-rate debt

150

—

1,051

—

436

3,638

5,275

6,467

—

978

—

210

272

3,633

5,093

5,538

Average interest rate

9.00

—

5.56

—

8.33

5.94

6.15

N/A

—

5.44

—

8.31

7.65

5.00

5.36

N/A

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, 2021,~~March 31, 2022, based on an evaluation of the company’s disclosure controls and procedures as of that date.

No changes occurred in the company’s internal control over financial reporting during ~~year-to-date~~first quarter ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

Refer to Note ~~11:~~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.

~~The following supplements and updates~~There have been no material changes with respect to the risk factors ~~in Part I, Item 1A "Risk Factors"~~disclosed in our 2021 Annual Report on Form 10-K for the year ended December 31, 2020. If any of the risks discussed below or in our Annual Report on Form 10-K occur, our business, prospects, liquidity, financial condition and results of operations could be materially and adversely affected.10-K.

~~Catastrophic events may adversely affect the markets for our products and our business, results of operations, cash flows and financial condition.~~

We are subject to the risk of various catastrophic events, including but not limited to the occurrence of significant fires on one or more of our properties, severe regional or local weather events or trends, major earthquakes, significant geopolitical conditions or developments such as significant international trade disputes, terrorist attacks, armed conflict, domestic political unrest and regional health epidemics or global health pandemics. Any one or more of these events or conditions, or other catastrophic events or developments, could significantly affect our ability to operate our businesses and adversely affect domestic and global general economic conditions and thus market demand for our products.

In March 2020, the World Health Organization declared the outbreak of a novel strain of coronavirus (“COVID-19”) a global pandemic. In response, federal, state and local governments in the United States, as well as governments throughout the world, declared states of emergency and ordered preventative measures to contain and mitigate the spread of the virus. These measures, which have included shelter-in-place and similar mandates for individuals and closure or significant curtailment of many businesses, have caused significant economic disruption and uncertainty as well as disruption and volatility in global capital markets. As a result, there have been periodic adverse effects on the demand for our timber and wood products and disruptions to our supply chain and the manufacturing, distribution and export of our timber and wood products, all of which could worsen in the future. Any one or more of these consequences of COVID-19, as well as other unpredictable events, could materially adversely affect our business, results of operations, cash flows and financial condition. The COVID-19 outbreak continues to rapidly evolve, with periods of improvement followed by periods of higher infection rates in various geographical locations throughout the world. The extent to which COVID-19 may further affect our business, results of operations, cash flows and financial condition, as well as our plans and decisions relating to various capital expenditures, other discretionary items and capital allocation priorities, including the timing and amount of our dividends to shareholders, are therefore highly uncertain and will depend on future developments, which cannot be predicted with confidence. Such developments include, but are not limited to: the future rate of occurrence or further mutation of COVID-19 or the outbreak of another virulent disease; continuation of or changes in governmental responses to disease outbreak, including without limitation the impact of any future vaccine mandates and testing requirements and employee and company contractor responses to such mandates and requirements; the duration of disease outbreak and consequential restrictions and business disruptions; the effectiveness of responsive government actions to contain and manage the disease; and the timing and effectiveness of treatment and testing options, including the ongoing efficacy and availability of vaccines.

The impacts of the COVID-19 outbreak and related restrictions have led to significant periodic increases in national unemployment since the outset of the pandemic. An extended continuation or worsening of domestic unemployment may adversely affect demand for our products and thus negatively impact our business, results of operations, cash flows and financial condition. In addition, the impact of COVID-19 or other virulent disease may also trigger the occurrence, or exacerbate, other risks discussed herein, any one of which could have a material adverse effect on our business, results of operations, cash flows and financial condition. For more discussion on the current effects of COVID-19 on our business and operations, see our discussion under ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) – Economic and Market Conditions Affecting our Operations~~.

The following table provides information with respect to purchases of common stock made by the company during ~~third~~first quarter ~~2021:~~2022:

COMMON SHARE REPURCHASES DURING THIRD QUARTER

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

—

$
—

—

$
440,016,723

August 1 - August 31

741,132

$
33.81

741,132

$
414,960,812

September 1 - September 30

39,096

$
33.99

39,096

$
1,000,000,000

Total

780,228

$
33.82

780,228

COMMON SHARE REPURCHASES DURING FIRST 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
January 1 – January 31		1,320,787	$	37.87		1,320,787	$	876,697,873
February 1 – February 28		221,913	$	37.31		221,913	$	868,422,515
March 1 – March 31		1,654,975	$	37.97		1,654,975	$	805,603,171
Total		3,197,675	$	37.87		3,197,675	$	805,603,171

On February 7, 2019, we announced that our board of directors had authorized a share repurchase program under which we were authorized to repurchase up to $500 million of outstanding shares (the 2019 Repurchase Program). During third quarter 2021, we repurchased 780,228 common shares for approximately $26 million (including transaction fees) under the 2019 Repurchase Program in open-market transactions. Transaction fees incurred for repurchases are not counted as use of funds authorized for repurchases under the 2019 Repurchase Program.

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 2022, we repurchased 3,197,675 common shares for approximately $121 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, 2022, we had remaining authorization of $806 million for future stock repurchases.

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.

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)	1514
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2824
ITEM 4.	CONTROLS AND PROCEDURES	2824

PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	2924
ITEM 1A.	RISK FACTORS	2924
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	2924
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES – NOT APPLICABLE
ITEM 4.	MINE SAFETY DISCLOSURES – NOT APPLICABLE
ITEM 5.	OTHER INFORMATION – NOT APPLICABLE
ITEM 6.	EXHIBITS	3126
	SIGNATURES	3227

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:	~~VARIABLE INTEREST ENTITIES~~	9

~~NOTE 7:~~	PENSION AND OTHER POST-EMPLOYMENT BENEFIT PLANS	10

NOTE 8:7:	ACCRUED LIABILITIES	10

NOTE 9:8:	LONG-TERM DEBT AND LINE OF CREDIT	1110

NOTE ~~10:~~9:	FAIR VALUE OF FINANCIAL INSTRUMENTS	11

NOTE ~~11:~~10:	LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES	11

NOTE ~~12:~~11:	ACCUMULATED OTHER COMPREHENSIVE LOSS	12

NOTE ~~13:~~12:	SHARE-BASED COMPENSATION	12

NOTE ~~14:~~	~~TIMBERLAND ACQUISITIONS AND DIVESTITURES~~	13

~~NOTE 15:~~13:	OTHER OPERATING COSTS, ~~(INCOME),~~ NET	13

NOTE ~~16:~~14:	INCOME TAXES	1413
NOTE 15:	RESTRICTED CASH	13
NOTE 16:	TIMBERLAND ACQUISITION	13

~~NOTE 17:~~	~~RESTRICTED CASH~~	14

	SEPTEMBER 30, 2021				DECEMBER 31, 2020
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	$	5,250	$	6,467	$	5,250	$	6,718
Variable rate		0		0		225		225
Total debt	$	5,250	$	6,467	$	5,475	$	6,943

		PERFORMANCE SHARE UNITS
Performance period		2/~~11/2021~~10/2022 – 12/31/~~2023~~2024
Valuation date average stock price⁽¹⁾		$~~34.14~~42.16
Expected dividends		~~1.99%~~1.72%
Risk-free rate		~~0.02%~~0.34% – ~~0.20%~~1.84%
Expected volatility		~~32.87%~~26.27% – ~~52.82%~~41.01%

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


DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2022		DECEMBER 31, 2021
Long-term fixed rate debt (including current maturities):
Carrying value	$	5,053	$	5,099
Fair value (level 2)	$	5,538	$	6,221

DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2021		SEPTEMBER 30, 2020
Cash and cash equivalents	$	2,326	$	787
Restricted cash included in other assets⁽¹⁾		120		53
Total cash, cash equivalents and restricted cash	$	2,446	$	840

DOLLAR AMOUNTS IN MILLIONS	Timberlands		Real Estate & ENR		Wood Products			Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings											$	505
Interest expense, net of capitalized interest⁽¹⁾												299
Income taxes												166
Net contribution (charge) to earnings	$	169	$	72	$	859		$	(130	)	$	970
Non-operating pension and other post-employment benefit costs		—		—		—			28			28
Interest income and other		—		—		—			(5	)		(5	)
Operating income (loss)		169		72		859			(107	)		993
Depreciation, depletion and amortization		194		10		146			5			355
Basis of real estate sold		—		136		—			—			136
Special items included in operating income (loss)⁽²⁾		80		—		(8	)		(12	)		60
Adjusted EBITDA	$	443	$	218	$	997		$	(114	)	$	1,544



10.1	Form of Weyerhaeuser Company 2013 Long-Term Incentive Plan Performance Share Unit Award Terms and Conditions for Plan Year 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 24, 2022 – Commission File Number 1-4825)

10.2	Form of Weyerhaeuser Company 2013 Long-Term Incentive Plan Restricted Stock Unit Award Terms and Conditions for Plan Years 2022 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 24, 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, 2021,~~March 31, 2022, has been formatted in Inline XBRL.

	WEYERHAEUSER COMPANY
	(Registrant)

Date: ~~October~~April 29, ~~2021~~2022	By:	/s/ David M. Wold
		David M. Wold
		Vice President and Chief Accounting Officer
		(Principal Accounting Officer and Duly Authorized Officer)