WEYERHAEUSER CO

We are committed to maintaining an appropriate capital structure that provides financial flexibility and enables us to protect the interests of our shareholders and meet our obligations to our lenders, while also maintaining access to all major financial markets. As of December 31, 2023, we had $1.2 billion in cash and cash equivalents and $1.5 billion of availability on our line of credit, which expires in March 2028. We believe we have sufficient liquidity to meet our cash requirements for the foreseeable future.

CASH FROM OPERATIONS

Consolidated net cash from operations was:

Net cash from operations decreased by $1,399 million, primarily due to decreased cash inflows from our business operations. This change was partially offset by a $503 million decrease in our cash paid for income taxes.

Pension Contributions and Benefit Payments Made and Expected

During 2023, we contributed a total of $20 million to our pension and post-employment benefit plans, compared to a total of $24 million during 2022.

For 2024, we expect to contribute approximately $20 million to our pension and post-employment benefit plans. Refer to Note 8: Pension and Other Post-Employment Benefit Plans for further information.

INVESTING IN OUR BUSINESS

Cash from investing activities includes items such as:

Consolidated net cash from investing activities was:

Net cash from investing activities increased by $251 million, primarily due to:

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Summary of Capital Spending by Business Segment

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

FINANCING

Cash from financing activities includes items such as:

Consolidated net cash from financing activities was:

Net cash from financing activities increased by $1,149 million in 2023, primarily due to:

LONG-TERM DEBT

Our consolidated long-term debt (including current portion) was:

The increase in our long-term debt during 2023 is primarily attributable to the May 2023 issuance of $750 million of 4.750 percent notes and the December 2023 issuance of a $250 million senior unsecured term loan, offset by the December 2023 repayment of our $860 million 5.207 percent note and the July 2023 repayment of our $118 million 7.125 percent notes.

The weighted average interest rate and the weighted average maturity on our long-term debt as of December 31, 2023 were 5.35 percent and 7.6 years, respectively.

See Note 11: Long-Term Debt, Net for more information.

LINE OF CREDIT

In March 2023, we entered into a new $1.5 billion five-year senior unsecured revolving credit facility, which expires in March 2028 and replaced the existing facility which was set to expire in January 2025. Borrowings will bear interest at a floating rate based on either the adjusted term Secured Overnight Financing Rate (SOFR) plus a spread or a mutually agreed upon base rate plus a spread. As of December 31, 2023 and December 31, 2022, we had no outstanding borrowings on the revolving credit facility and we were in compliance with the revolving credit facility covenants.

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Our Covenants

Our key covenants include the requirement to maintain:

Our total adjusted shareholders' equity is comprised of:

Our capitalization is comprised of:

As of December 31, 2023, we had:

When calculating compliance in accordance with financial debt covenants as of December 31, 2023 and December 31, 2022, we excluded the full amount of accumulated other comprehensive loss of $293 million and $247 million, respectively. See Note 14: Shareholders’ Interest for further information on accumulated other comprehensive loss.

There are no other significant financial debt covenants related to our third-party debt.

CREDIT RATINGS

As of December 31, 2023, our long-term issuer credit rating was BBB and Baa2 from S&P and Moody’s, respectively.

DIVIDENDS

We paid cash dividends on common shares of:

The decrease in dividends paid is primarily due to a supplemental dividend of $0.90 per share based on 2022 financial results for a total of $660 million paid in first quarter 2023 in comparison to a supplemental dividend of $1.45 per share based on 2021 financial results for a total of $1,084 million paid in first quarter 2022.

On January 25, 2024, our board of directors declared a supplemental dividend of $0.14 per share based on 2023 financial results. The dividend is payable on February 27, 2024 to shareholders of record as of the close of business on February 16, 2024.

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

SHARE REPURCHASES

We repurchased 4.1 million common shares for approximately $125 million (including transaction fees) during the year ended December 31, 2023. We repurchased 16.0 million common shares for approximately $550 million (including transaction fees) in 2022. As of December 31, 2023, we had remaining authorization of $252 million for future share repurchases. For further information on share repurchases see Note 14: Shareholders’ Interest.

OUR CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

More details about our contractual obligations and commercial commitments are in Note 8: Pension and Other Post-Employment Benefit Plans, Note 10: Line of Credit, Note 11: Long-Term Debt, Net, Note 13: Legal Proceedings, Commitments and Contingencies, Note 16: Leases and Note 19: Income Taxes.

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Significant Contractual Obligations as of December 31, 2023

Significant contractual obligations as of December 31, 2023 include our long-term debt obligations and lease obligations. Refer to Note 11: Long-Term Debt, Net and Note 16: Leases, respectively, for further information. Additional significant contractual obligations are included below.

(1)

Amounts presented for interest payments assume that all long-term debt obligations outstanding as of December 31, 2023 will remain outstanding until maturity.

(2)

Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding on the company and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions and the approximate timing of the transaction. Purchase obligations exclude arrangements that the company can cancel without penalty.

(3)

The timing of certain payments within this category will be triggered by retirements or other events. These payments can include workers compensation, deferred compensation and banked vacation, among other obligations. When the timing of payment is uncertain, the amounts are included in the total column only. Minimum pension funding is required by established funding standards and estimates are not made for 2025 onward. Estimated payments of contractually obligated post-employment benefits are not included due to the uncertainty of payment timing.

OFF-BALANCE SHEET ARRANGEMENTS

Off-balance sheet arrangements have not had — and are not reasonably likely to have — a material effect on our current or future financial condition, results of operations or cash flows. Note 10: Line of Credit contains our disclosures of surety bonds and letters of credit.