8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2021

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)

Washington	1-4825	91-0470860
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

220 Occidental Avenue South

Seattle, Washington 98104-7800

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including area code:

(206) 539-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934:

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

TABLE OF CONTENTS

EXHIBIT 99.1

EXHIBIT 99.2

Section 2 - Financial Information

Item 2.02. Results of Operations and Financial Condition

On October 29, 2021, Weyerhaeuser Company issued a press release announcing its financial results for the quarter ended September 30, 2021. Copies of the press release and the exhibit thereto are furnished as Exhibit 99.1 and Exhibit 99.2 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.     The following items are furnished as exhibits to this report.

Exhibit No.	Description
99.1	Press release of Weyerhaeuser Company issued October 29, 2021 reporting results of operations for the quarter ended September 30, 2021.
99.2	Exhibit to press release of Weyerhaeuser Company issued October 29, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

WEYERHAEUSER COMPANY
By:	/s/ David M. Wold
Name:	David M. Wold
Its:	Vice President and Chief Accounting Officer
	(Principal Accounting Officer)

Date: October 29, 2021

EX-99.1

EXHIBIT 99.1

For more information contact:	Analysts - Andy Taylor (206) 539-3907
	Media - Nancy Thompson (919) 861-0342

Weyerhaeuser reports third quarter results

• Achieved net earnings of $482 million, or $0.64 per diluted share

• Generated $746 million of Adjusted EBITDA

SEATTLE, October 29, 2021 – Weyerhaeuser Company (NYSE: WY) today reported third quarter net earnings of$482 million, or 64 centsper diluted share, on net sales of $2.3 billion. This compares with net earnings of $283 million, or 38 centsper diluted share, on net sales of $2.1 billionfor the same period last year.

Excluding an after-tax benefit of $32 million for special items related to a gain on the sale of timberlands, the company reported third quarter net earnings of $450 million, or 60 cents per diluted share. This compares with net earnings before special items of $386 million for the same period last year and $1.0 billion for the second quarter of 2021.

Adjusted EBITDA for the third quarter of 2021 was $746 millioncompared with $745 millionfor the same period last year and $1.6 billion for the second quarter of 2021.

“In the third quarter, we delivered strong results across each of our businesses despite weather-related operational disruptions, continued supply chain challenges and the ongoing pandemic,” said Devin W. Stockfish, president and chief executive officer. “Our teams did an exceptional job navigating these headwinds and I’m extremely proud of their collective focus on operating safely, strong execution and continuing to serve our customers. Year to date, we have generated more than $3.4 billion of Adjusted EBITDA and $2.4 billion of Adjusted Funds Available for Distribution. We expect this record cash flow generation to result in a significant supplemental dividend payment to shareholders in the first quarter of 2022. We are bullish on the underlying demand fundamentals for U.S. housing and growth opportunities for our businesses and remain intently focused on delivering superior shareholder value.”

WEYERHAEUSER FINANCIAL HIGHLIGHTS	2021	2021	2020
(millions, except per share data)	Q2	Q3	Q3
Net sales	$3,144	$2,345	$2,110
Net earnings	$1,028	$482	$283
Net earnings per diluted share	$1.37	$0.64	$0.38
Weighted average shares outstanding, diluted	752	751	748
Net earnings before special items(1)(2)	$1,028	$450	$386
Net earnings per diluted share before special items(1)	$1.37	$0.60	$0.52
Adjusted EBITDA(1)	$1,573	$746	$745
Net cash from operations	$1,308	$659	$608
Adjusted FAD(3)	$1,236	$561	$543

(1) Net earnings before special items is a non-GAAP measure that management believes provides helpful context in understanding the company’s earnings performance. Additionally, Adjusted EBITDA is a non-GAAP measure that management uses to evaluate the performance of the company. Adjusted EBITDA, as we define it, is operating income adjusted for depreciation, depletion, amortization, basis of real estate sold and special items. Net earnings before special items and Adjusted EBITDA should not be considered in isolation from, and are not intended to represent an alternative to, our GAAP results. Reconciliations of Net earnings before special items and Adjusted EBITDA to GAAP earnings are included within this release.

(2) Third quarter 2021 after-tax special items includes a $32 million gain on the sale of timberlands. Special items for prior periods presented are included in the reconciliation tables within this release.

(3) Adjusted Funds Available for Distribution (Adjusted FAD) is a non-GAAP measure that management uses to evaluate the company’s liquidity. Adjusted FAD, as we define it, is net cash from operations adjusted for capital expenditures and significant non-recurring items. Adjusted FAD measures cash generated during the period (net of capital expenditures and significant non-recurring items) that is available for dividends, repurchases of common shares, debt reduction, acquisitions, and other discretionary and nondiscretionary capital allocation activities. Adjusted FAD should not be considered in isolation from, and is

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not intended to represent an alternative to, our GAAP results.A reconciliation of Adjusted FAD to net cash from operations is included within this release.

TIMBERLANDS

FINANCIAL HIGHLIGHTS	2021	2021
(millions)	Q2	Q3	Change
Net sales	$541	$552	$11
Net contribution to pretax earnings	$113	$133	$20
Pretax benefit for special items	$—	($32)	($32)
Net contribution to pretax earnings before special items	$113	$101	($12)
Adjusted EBITDA	$180	$165	($15)

Q3 2021 Performance – In the West, fee harvest volumes were modestly lower than the second quarter due to continued salvage operations and harvest restrictions resulting from regional wildfire activity. Per unit log and haul costs increased as Western harvest activity shifted to higher elevation units. Export sales realizations were moderately higher, driven by strong demand. In the South, sales realizations for sawlogs and fiber logs improved and fee harvest volumes increased slightly, but harvest activity was affected by persistent wet conditions and weather events. Per unit log and haul costs and forestry and road costs were slightly higher.  

Third quarter special items consist of a $32 million gain on the previously announced sale of 145 thousand acres of timberlands in the North Cascades region of Washington, which was completed in July.

Q4 2021 Outlook – Weyerhaeuser expects fourth quarter earnings and Adjusted EBITDA will be comparable to the third quarter. In the West, the company expects moderately higher fee harvest volumes and lower per unit log and haul costs, as salvage-related harvest will decrease. Domestic sales realizations are expected to be moderately lower compared to the third quarter. In the South, the company expects slightly higher fee harvest volumes due to improving weather conditions as well as slightly higher sales realizations as mills rebuild from lower than normal inventory levels. This is expected to be offset by slightly higher per unit log and haul costs as well as moderately higher forestry and road costs.

REAL ESTATE, ENERGY & NATURAL RESOURCES

FINANCIAL HIGHLIGHTS	2021	2021
(millions)	Q2	Q3	Change
Net sales	$110	$69	($41)
Net contribution to pretax earnings	$63	$45	($18)
Adjusted EBITDA	$91	$60	($31)

Q3 2021 Performance – Earnings and Adjusted EBITDA decreased from the second quarter due to lower real estate sales. The number of real estate acres sold decreased due to the timing of real estate transactions, partially offset by an increase in the average price per acre due to the mix of properties sold.

Q4 2021 Outlook – Weyerhaeuser anticipates fourth quarter earnings and Adjusted EBITDA will be significantly lower than the third quarter due to the timing of transactions. The company still expects full year 2021 Adjusted EBITDA will be approximately $290 million, although basis as a percentage of real estate sales is now expected to be 25 to 30 percent for the full year.

WOOD PRODUCTS

FINANCIAL HIGHLIGHTS	2021	2021
(millions)	Q2	Q3	Change
Net sales	$2,629	$1,853	($776)
Net contribution to pretax earnings	$1,338	$517	($821)
Adjusted EBITDA	$1,386	$565	($821)

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Q3 2021 Performance – Sales realizations for lumber and oriented strand board decreased 52 percent and 24 percent, respectively, compared with second quarter averages. Sales volumes for lumber increased moderately due to improvement in home center takeaway, partially offset by weather-related downtime. Oriented strand board production and sales volumes were modestly higher due to less downtime for planned maintenance. Sales realizations improved significantly across most engineered wood products, and the company continued to benefit from previously announced price increases for solid section and I-joist products. Raw material costs for Wood Products increased, primarily for oriented strand board webstock, resin and veneer.

Q4 2021 Outlook – Weyerhaeuser anticipates fourth quarter earnings and Adjusted EBITDA will be higher than the third quarter, excluding the effect of changes in average sales realizations for lumber and oriented strand board. The company expects higher sales volumes, primarily for oriented strand board, as well as improved manufacturing costs due to lower planned maintenance downtime. Raw material costs are expected to be lower, primarily for oriented strand board webstock.

ABOUT WEYERHAEUSER

Weyerhaeuser Company, one of the world's largest private owners of timberlands, began operations in 1900. We own or control approximately 11 million acres of timberlands in the U.S. and manage additional timberlands under long-term licenses in Canada. We manage these timberlands on a sustainablebasis in compliance with internationally recognized forestry standards. We are also one of the largest manufacturers of wood products in North America. Our company is a real estate investment trust. In 2020, we generated $7.5 billion in net sales and employed approximately 9,400 people who serve customers worldwide. We are listed on the Dow Jones Sustainability North America Index. Our common stock trades on the New York Stock Exchange under the symbol WY. Learn more at www.weyerhaeuser.com.

EARNINGS CALL INFORMATION

Weyerhaeuser will hold a live conference call at 7 a.m. Pacific (10 a.m. Eastern) on October 29, 2021 to discuss third quarter results.

To access the live webcast and presentation online, go to the Investor Relations section on www.weyerhaeuser.com on October 29, 2021.

To join the conference call from within North America, dial 877-407-0792 (access code: 13714049) at least 15 minutes prior to the call. Those calling from outside North America should dial 201-689-8263 (access code: 13714049). Replays will be available for two weeks at 844-512-2921 (access code: 13714049) from within North America, and at 412-317-6671 (access code: 13714049) from outside North America.

FORWARD-LOOKING STATEMENTS

This news release contains statements concerning the company's future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, with respect to our outlook and expectations concerning the following: fourth quarter earnings and Adjusted EBITDA for each of our businesses and full-year Adjusted EBITDA for our Real Estate, Energy & Natural Resources business; log sales realizations; forestry and road costs; log and haul costs; fee harvest volumes, including salvage-related harvest activity; basis as a percentage of real estate sales; raw materials costs for our Wood Products business; the amount of manufacturing downtime due to scheduled maintenance; average sales realizations for our lumber and oriented strand board products; sales volumes for oriented strand board and sales realizations for our lumber and oriented strand board product lines. 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,” “expect,” “planned,” “will,” and similar words and expressions. 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 are not limited to:

● the effect of general economic conditions, including employment rates, interest rate levels, inflation, housing starts, general availability of financing for home mortgages and the relative strength of the U.S. dollar;

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● the effect of COVID-19 and other viral or disease outbreaks, including but not limited to any related regulatory restrictions or requirements, and their potential effects on our business, results of operations, cash flows, financial condition and future prospects;

● market demand for the company's products, including market demand for our timberland properties with higher and better uses, which is related to, among other factors, the strength of the various U.S. business segments and U.S. and international economic conditions;

● changes in currency exchange rates, particularly the relative value of the U.S. dollar to the Japanese yen, the Chinese yuan, and the Canadian dollar, and the relative value of the euro to the yen;

● restrictions on international trade and tariffs imposed on imports or exports;

● the availability and cost of shipping and transportation;

● economic activity in Asia, especially Japan and China;

● performance of our manufacturing operations, including maintenance and capital requirements;

● potential disruptions in our manufacturing operations;

● the level of competition from domestic and foreign producers;

● the successful execution of our internal plans and strategic initiatives, including restructuring and cost reduction initiatives;

● the successful and timely execution and integration of our strategic acquisitions, including our ability to realize expected benefits and synergies, and the successful and timely execution of our strategic divestitures, each of which is subject to a number of risks and conditions beyond our control including, but not limited to, timing and required regulatory approvals or the occurrence of any event, change or other circumstances that could give rise to a termination of any acquisition or divestiture transaction under the terms of the governing transaction agreements;

● raw material availability and prices;

● the effect of weather;

● changes in global or regional climate conditions and governmental response to such changes;

● the risk of loss from fires, floods, windstorms, hurricanes, pest infestation and other natural disasters;

● energy prices;

● transportation and labor availability and costs;

● federal tax policies;

● the effect of forestry, land use, environmental and other governmental regulations;

● legal proceedings;

● performance of pension fund investments and related derivatives;

● the effect of timing of employee retirements and changes in the market price of our common stock on charges for share-based compensation;

● the accuracy of our estimates of costs and expenses related to contingent liabilities and the accuracy of our estimates of charges related to casualty losses;

● changes in accounting principles; and

● other risks and uncertainties identified in our 2020 Annual Report on Form 10-K, as well as those set forth from time to time in our other public statements, reports, registration statements, prospectuses, information statements and other filings with the SEC.

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It is not possible to predict or identify all risks and uncertainties that might affect the accuracy of our forward-lookingstatements 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.

RECONCILIATION OF ADJUSTED EBITDA TO NET EARNINGS

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 June 30, 2021:

(millions)	Timberlands	Real Estate & ENR	Wood Products	Unallocated Items	Total
Adjusted EBITDA by Segment:
Net earnings					$1,028
Interest expense, net of capitalized interest					78
Income taxes					324
Net contribution (charge) to earnings	$113	$63	$1,338	$(84)	$1,430
Non-operating pension and other post-employment benefit costs	—	—	—	1	1
Interest income and other	—	—	—	(2)	(2)
Operating income (loss)	113	63	1,338	(85)	1,429
Depreciation, depletion and amortization	67	4	48	1	120
Basis of real estate sold	—	24	—	—	24
Adjusted EBITDA	$180	$91	$1,386	$(84)	$1,573

The table below reconciles Adjusted EBITDA for the quarter ended September 30, 2021:

(millions)	Timberlands	Real Estate & ENR	Wood Products	Unallocated Items	Total
Adjusted EBITDA by Segment:
Net earnings					$482
Interest expense, net of capitalized interest					79
Income taxes					84
Net contribution (charge) to earnings	$133	$45	$517	$(50)	$645
Non-operating pension and other post-employment benefit costs	—	—	—	5	5
Interest income and other	—	—	—	(1)	(1)
Operating income (loss)	133	45	517	(46)	649
Depreciation, depletion and amortization	64	4	48	2	118
Basis of real estate sold	—	11	—	—	11
Special items included in operating income (loss)(1)	(32)	—	—	—	(32)
Adjusted EBITDA	$165	$60	$565	$(44)	$746

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

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

(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

(1) Interest expense, net of capitalized interest includes a pretax special item consisting of a $23 million charge related to the early extinguishment of $325 million of 3.25 percent notes due March 2023.

(2) Operating income (loss) includes a pretax special item consisting of an $80 million timber casualty loss.

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

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

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

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RECONCILIATION OF NET EARNINGS BEFORE SPECIAL ITEMS TO NET EARNINGS

We reconcile net earnings before special items to net earnings and net earnings per diluted share before special items to net earnings per diluted share, as those are the most directly comparable U.S. GAAP measures. 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.

The table below reconciles net earnings before special items to net earnings:

	2021	2021	2020
(millions)	Q2	Q3	Q3
Net earnings	$1,028	$482	$283
Early extinguishment of debt charge	—	—	23
Gain on sale of timberlands	—	(32)	—
Timber casualty loss	—	—	80
Net earnings before special items	$1,028	$450	$386

The table below reconciles net earnings per diluted share before special items to net earnings per diluted share:

	2021	2021	2020
	Q2	Q3	Q3
Net earnings per diluted share	$1.37	$0.64	$0.38
Early extinguishment of debt charge	—	—	0.03
Gain on sale of timberlands	—	(0.04)	—
Timber casualty loss	—	—	0.11
Net earnings per diluted share before special items	$1.37	$0.60	$0.52

RECONCILIATION OF ADJUSTED FAD TO NET CASH FROM OPERATIONS

We reconcile Adjusted FAD to net cash from operations, as that is the most directly comparable U.S. GAAP measure. We believe the measure provides meaningful supplemental information for investors about our liquidity.

The table below reconciles Adjusted FAD to net cash from operations:

	2021	2021	2020	2021
(millions)	Q2	Q3	Q3	Q3 YTD
Net cash from operations	$1,308	$659	$608	$2,665
Capital expenditures	(72)	(98)	(65)	(223)
Adjustments to FAD	—	—	—	—
Adjusted FAD	$1,236	$561	$543	$2,442

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EX-99.2

Weyerhaeuser Company Exhibit 99.2

Q3.2021 Analyst Package

Preliminary results (unaudited)

Consolidated Statement of Operations

	Q1			Q2			Q3						Year-to-Date
in millions	March 31, 2021			June 30, 2021			Sept 30, 2021			Sept 30, 2020			Sept 30, 2021			Sept 30, 2020
Net sales	$	2,506		$	3,144		$	2,345		$	2,110		$	7,995		$	5,469
Costs of sales		1,430			1,583			1,589			1,390			4,602			4,055
Gross margin		1,076			1,561			756			720			3,393			1,414
Selling expenses		20			24			24			22			68			62
General and administrative expenses		90			95			98			96			283			254
Other operating costs (income), net		10			13			(15	)		92			8			105
Operating income		956			1,429			649			510			3,034			993
Non-operating pension and other post-employment benefit costs		(8	)		(1	)		(5	)		(9	)		(14	)		(28	)
Interest income and other		1			2			1			2			4			5
Interest expense, net of capitalized interest		(79	)		(78	)		(79	)		(111	)		(236	)		(299	)
Earnings before income taxes		870			1,352			566			392			2,788			671
Income taxes		(189	)		(324	)		(84	)		(109	)		(597	)		(166	)
Net earnings	$	681		$	1,028		$	482		$	283		$	2,191		$	505

Per Share Information

	Q1		Q2		Q3				Year-to-Date
	March 31, 2021		June 30, 2021		Sept 30, 2021		Sept 30, 2020		Sept 30, 2021		Sept 30, 2020
Earnings per share, basic and diluted	$	0.91	$	1.37	$	0.64	$	0.38	$	2.92	$	0.68
Dividends paid per common share	$	0.17	$	0.17	$	0.17	$	—	$	0.51	$	0.34
Weighted average shares outstanding (in thousands):
Basic		748,718		750,127		750,105		746,996		749,657		746,809
Diluted		750,024		751,508		751,443		748,450		750,999		747,530
Common shares outstanding at end of period (in thousands)		748,751		749,782		749,037		746,398		749,037		746,398

Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization (Adjusted EBITDA)

	Q1			Q2			Q3						Year-to-Date
in millions	March 31, 2021			June 30, 2021			Sept 30, 2021			Sept 30, 2020			Sept 30, 2021			Sept 30, 2020
Net earnings	$	681		$	1,028		$	482		$	283		$	2,191		$	505
Non-operating pension and other post-employment benefit costs		8			1			5			9			14			28
Interest income and other		(1	)		(2	)		(1	)		(2	)		(4	)		(5	)
Interest expense, net of capitalized interest		79			78			79			111			236			299
Income taxes		189			324			84			109			597			166
Operating income		956			1,429			649			510			3,034			993
Depreciation, depletion and amortization		118			120			118			115			356			355
Basis of real estate sold		27			24			11			40			62			136
Special items included in operating income		—			—			(32	)		80			(32	)		60
Adjusted EBITDA(1)	$	1,101		$	1,573		$	746		$	745		$	3,420		$	1,544

⁽¹⁾ Adjusted EBITDA is a non-GAAP measure that management uses to evaluate the performance of the company. Adjusted EBITDA, as we define it, is operating income adjusted for depreciation, depletion, amortization, basis of real estate sold and special items. Our definition of Adjusted EBITDA may be different from similarly titled measures reported by other companies. Adjusted EBITDA should not be considered in isolation from, and is not intended to represent an alternative to, our GAAP results.

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Weyerhaeuser Company Total Company Statistics

Q3.2021 Analyst Package

Preliminary results (unaudited)

Special Items Included in Net Earnings (Income Tax Affected)

	Q1		Q2		Q3					Year-to-Date
in millions	March 31, 2021		June 30, 2021		Sept 30, 2021			Sept 30, 2020		Sept 30, 2021			Sept 30, 2020
Net earnings	$	681	$	1,028	$	482		$	283	$	2,191		$	505
Early extinguishment of debt charges(1)		—		—		—			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(2)	$	681	$	1,028	$	450		$	386	$	2,159		$	601

	Q1		Q2		Q3					Year-to-Date
	March 31, 2021		June 30, 2021		Sept 30, 2021			Sept 30, 2020		Sept 30, 2021			Sept 30, 2020
Net earnings per diluted share	$	0.91	$	1.37	$	0.64		$	0.38	$	2.92		$	0.68
Early extinguishment of debt charges(1)		—		—		—			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(2)	$	0.91	$	1.37	$	0.60		$	0.52	$	2.88		$	0.81

⁽¹⁾ We recorded pretax charges of $11 million ($11 million after-tax) and $23 million ($23 million after-tax) related to the early extinguishment of debt in second quarter 2020 and third quarter 2020, respectively. These charges were included in Interest expense, net of capitalized interest in the Consolidated Statement of Operations.

⁽²⁾ Net earnings before special items is a non-GAAP measure that management believes provides helpful context in understanding the company’s earnings performance. Net earnings before special items should not be considered in isolation from, and is not intended to represent an alternative to, our GAAP results.

Selected Total Company Items

	Q1		Q2		Q3				Year-to-Date
in millions	March 31, 2021		June 30, 2021		Sept 30, 2021		Sept 30, 2020		Sept 30, 2021		Sept 30, 2020
Pension and post-employment costs:
Pension and post-employment service costs	$	11	$	10	$	11	$	9	$	32	$	27
Non-operating pension and other post-employment benefit costs		8		1		5		9		14		28
Total company pension and post-employment costs	$	19	$	11	$	16	$	18	$	46	$	55

Page 2 of 8

Weyerhaeuser Company

Q3.2021 Analyst Package

Preliminary results (unaudited)

Consolidated Balance Sheet

in millions	March 31, 2021		June 30, 2021		September 30, 2021		December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	1,016	$	1,777	$	2,326	$	495
Receivables, net		589		702		497		450
Receivables for taxes		7		7		72		82
Inventories		505		499		499		443
Assets held for sale		—		229		—		—
Prepaid expenses and other current assets		141		141		146		139
Total current assets		2,258		3,355		3,540		1,609
Property and equipment, net		1,971		1,965		1,924		2,013
Construction in progress		91		102		169		73
Timber and timberlands at cost, less depletion		11,776		11,643		11,606		11,827
Minerals and mineral rights, less depletion		265		262		258		268
Deferred tax assets		106		71		52		120
Other assets		407		432		543		401
Total assets	$	16,874	$	17,830	$	18,092	$	16,311
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	150	$	150	$	150	$	150
Accounts payable		236		253		264		204
Accrued liabilities		549		775		1,110		596
Total current liabilities		935		1,178		1,524		950
Long-term debt, net		5,325		5,100		5,100		5,325
Deferred tax liabilities		26		42		28		24
Deferred pension and other post-employment benefits		893		747		711		911
Other liabilities		367		363		360		370
Total liabilities		7,546		7,430		7,723		7,580
Total equity		9,328		10,400		10,369		8,731
Total liabilities and equity	$	16,874	$	17,830	$	18,092	$	16,311

Page 3 of 8

Weyerhaeuser Company

Q3.2021 Analyst Package

Preliminary results (unaudited)

Consolidated Statement of Cash Flows

	Q1			Q2			Q3						Year-to-Date
in millions	March 31, 2021			June 30, 2021			Sept 30, 2021			Sept 30, 2020			Sept 30, 2021			Sept 30, 2020
Cash flows from operations:
Net earnings	$	681		$	1,028		$	482		$	283		$	2,191		$	505
Noncash charges (credits) to earnings:
Depreciation, depletion and amortization		118			120			118			115			356			355
Basis of real estate sold		27			24			11			40			62			136
Deferred income taxes, net		8			11			(3	)		22			16			20
Pension and other post-employment benefits		19			11			16			18			46			55
Share-based compensation expense		7			8			8			7			23			22
Timber casualty loss		—			—			—			80			—			80
Gain on sale of timberlands		—			—			(32	)		—			(32	)		—
Change in:
Receivables, net		(139	)		(113	)		205			(80	)		(47	)		(192	)
Receivables and payables for taxes		120			116			(143	)		42			93			103
Inventories		(60	)		9			(4	)		—			(55	)		2
Prepaid expenses and other current assets		(2	)		1			(20	)		—			(21	)		5
Accounts payable and accrued liabilities		(60	)		125			51			64			116			3
Pension and post-employment benefit contributions and payments		(8	)		(25	)		(23	)		(5	)		(56	)		(21	)
Other		(13	)		(7	)		(7	)		22			(27	)		12
Net cash from operations	$	698		$	1,308		$	659		$	608		$	2,665		$	1,085
Cash flows from investing activities:
Capital expenditures for property and equipment	$	(31	)	$	(62	)	$	(91	)	$	(56	)	$	(184	)	$	(158	)
Capital expenditures for timberlands reforestation		(22	)		(10	)		(7	)		(9	)		(39	)		(41	)
Acquisition of Alabama timberlands		—			(149	)		—			—			(149	)		—
Proceeds from note receivable held by variable interest entities		—			—			—			—			—			362
Proceeds from sale of timberlands		—			—			261			—			261			145
Other		—			1			2			—			3			3
Net cash from investing activities	$	(53	)	$	(220	)	$	165		$	(65	)	$	(108	)	$	311
Cash flows from financing activities:
Cash dividends on common shares	$	(127	)	$	(128	)	$	(127	)	$	—		$	(382	)	$	(254	)
Net proceeds from issuance of long-term debt		—			—			—			—			—			732
Payments on long-term debt		—			(225	)		—			(348	)		(225	)		(936	)
Proceeds from borrowings on line of credit		—			—			—			—			—			550
Payments on line of credit		—			—			—			—			—			(780	)
Proceeds from exercise of stock options		17			28			1			3			46			9
Repurchases of common shares		—			—			(26	)		—			(26	)		—
Other		(14	)		(2	)		(3	)		(1	)		(19	)		(16	)
Net cash from financing activities	$	(124	)	$	(327	)	$	(155	)	$	(346	)	$	(606	)	$	(695	)
Net change in cash, cash equivalents and restricted cash	$	521		$	761		$	669		$	197		$	1,951		$	701
Cash, cash equivalents and restricted cash at beginning of period		495			1,016			1,777			643			495			139
Cash, cash equivalents and restricted cash at end of period	$	1,016		$	1,777		$	2,446		$	840		$	2,446		$	840
Cash paid (received) during the period for:
Interest, net of amounts capitalized	$	75		$	79		$	83		$	100		$	237		$	278
Income taxes, net of refunds	$	66		$	197		$	231		$	45		$	494		$	46

Page 4 of 8

Weyerhaeuser Company Timberlands Segment

Q3.2021 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions	Q1.2021			Q2.2021			Q3.2021			Q3.2020			YTD.2021			YTD.2020
Sales to unaffiliated customers	$	379		$	405		$	423		$	345		$	1,207		$	1,085
Intersegment sales		134			136			129			107			399			350
Total net sales		513			541			552			452			1,606			1,435
Costs of sales		383			407			428			358			1,218			1,116
Gross margin		130			134			124			94			388			319
Selling expenses		—			—			1			—			1			1
General and administrative expenses		23			23			23			24			69			70
Other operating costs (income), net		(1	)		(2	)		(33	)		81			(36	)		79
Operating income (loss) and Net contribution (charge) to earnings	$	108		$	113		$	133		$	(11	)	$	354		$	169

Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization⁽¹⁾

in millions	Q1.2021		Q2.2021		Q3.2021			Q3.2020			YTD.2021			YTD.2020
Operating income (loss)	$	108	$	113	$	133		$	(11	)	$	354		$	169
Depreciation, depletion and amortization		64		67		64			61			195			194
Special items		—		—		(32	)		80			(32	)		80
Adjusted EBITDA(1)	$	172	$	180	$	165		$	130		$	517		$	443

⁽¹⁾ See definition of Adjusted EBITDA (a non-GAAP measure) on page 1.

Segment Special Items Included in Net Contribution (Charge) to Earnings (Pretax)

in millions	Q1.2021		Q2.2021		Q3.2021		Q3.2020			YTD.2021		YTD.2020
Gain on sale of timberlands	$	—	$	—	$	32	$	—		$	32	$	—
Timber casualty loss	$	—	$	—	$	—	$	(80	)	$	—	$	(80	)

Selected Segment Items

in millions	Q1.2021			Q2.2021			Q3.2021			Q3.2020			YTD.2021			YTD.2020
Total decrease (increase) in working capital(2)	$	(13	)	$	2		$	1		$	43		$	(10	)	$	38
Cash spent for capital expenditures(3)	$	(28	)	$	(21	)	$	(27	)	$	(24	)	$	(76	)	$	(75	)

⁽²⁾ Represents the change in prepaid assets, accounts receivable, accounts payable, accrued liabilities and log inventory for the Timberlands and Real Estate & ENR segments combined.

⁽³⁾ Does not include cash spent for the acquisition of timberlands.

Segment Statistics⁽⁴⁾

		Q1.2021		Q2.2021		Q3.2021		Q3.2020		YTD.2021		YTD.2020
Third Party	Delivered logs:
Net Sales	West	$	201	$	222	$	226	$	163	$	649	$	519
(millions)	South		131		145		153		141		429		436
	North		16		9		13		13		38		37
	Total delivered logs		348		376		392		317		1,116		992
	Stumpage and pay-as-cut timber		6		7		9		5		22		15
	Recreational and other lease revenue		16		16		16		16		48		47
	Other revenue		9		6		6		7		21		31
	Total	$	379	$	405	$	423	$	345	$	1,207	$	1,085
Delivered Logs	West	$	130.69	$	137.80	$	145.64	$	109.01	$	138.06	$	106.16
Third Party Sales	South	$	34.50	$	35.11	$	35.56	$	33.68	$	35.08	$	33.88
Realizations (per ton)	North	$	62.83	$	74.88	$	64.93	$	57.19	$	65.97	$	59.15
Delivered Logs	West		1,539		1,608		1,555		1,489		4,702		4,887
Third Party Sales	South		3,782		4,150		4,304		4,185		12,236		12,857
Volumes (tons, thousands)	North		261		115		195		234		571		631
Fee Harvest Volumes	West		2,101		2,099		1,930		1,911		6,130		6,457
(tons, thousands)	South		5,376		5,856		5,912		5,596		17,144		17,640
	North		337		199		264		321		800		901

⁽⁴⁾ Western logs are primarily transacted in MBF but are converted to ton equivalents for external reporting purposes.

Page 5 of 8

Weyerhaeuser Company Real Estate, Energy & Natural Resources Segment

Q3.2021 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions	Q1.2021		Q2.2021		Q3.2021		Q3.2020		YTD.2021		YTD.2020
Net sales	$	106	$	110	$	69	$	69	$	285	$	246
Costs of sales		34		41		18		46		93		156
Gross margin		72		69		51		23		192		90
General and administrative expenses		6		6		6		6		18		18
Operating income and Net contribution to earnings	$	66	$	63	$	45	$	17	$	174	$	72

Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization⁽¹⁾

in millions	Q1.2021		Q2.2021		Q3.2021		Q3.2020		YTD.2021		YTD.2020
Operating income	$	66	$	63	$	45	$	17	$	174	$	72
Depreciation, depletion and amortization		3		4		4		3		11		10
Basis of real estate sold		27		24		11		40		62		136
Adjusted EBITDA(1)	$	96	$	91	$	60	$	60	$	247	$	218

⁽¹⁾ See definition of Adjusted EBITDA (a non-GAAP measure) on page 1.

Selected Segment Items

in millions

Q1.2021

Q2.2021

Q3.2021

Q3.2020

YTD.2021

YTD.2020

Cash spent for capital expenditures

$

—

$

—

$

—

$

—

$

—

$

—

Segment Statistics

		Q1.2021			Q2.2021			Q3.2021			Q3.2020			YTD.2021			YTD.2020
Net Sales	Real Estate	$	84		$	83		$	45		$	49		$	212		$	192
(millions)	Energy and Natural Resources		22			27			24			20			73			54
	Total	$	106		$	110		$	69		$	69		$	285		$	246
Acres Sold	Real Estate		19,455			18,415			11,037			34,917			48,907			111,228
Price per Acre	Real Estate	$	3,803		$	3,227		$	4,005		$	1,381		$	3,632		$	1,662
Basis as a Percent of Real Estate Net Sales	Real Estate		32	%		29	%		24	%		82	%		29	%		71	%

Page 6 of 8

Weyerhaeuser Company Wood Products Segment

Q3.2021 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions	Q1.2021		Q2.2021		Q3.2021		Q3.2020		YTD.2021		YTD.2020
Net sales	$	2,021	$	2,629	$	1,853	$	1,696	$	6,503	$	4,138
Costs of sales		1,124		1,229		1,270		1,075		3,623		3,112
Gross margin		897		1,400		583		621		2,880		1,026
Selling expenses		19		21		21		18		61		57
General and administrative expenses		35		35		34		33		104		102
Other operating costs, net		3		6		11		4		20		8
Operating income and Net contribution to earnings	$	840	$	1,338	$	517	$	566	$	2,695	$	859

Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization⁽¹⁾

in millions	Q1.2021		Q2.2021		Q3.2021		Q3.2020		YTD.2021		YTD.2020
Operating income	$	840	$	1,338	$	517	$	566	$	2,695	$	859
Depreciation, depletion and amortization		49		48		48		49		145		146
Special items		—		—		—		—		—		(8	)
Adjusted EBITDA(1)	$	889	$	1,386	$	565	$	615	$	2,840	$	997

⁽¹⁾ See definition of Adjusted EBITDA (a non-GAAP measure) on page 1.

Segment Special Items Included in Net Contribution to Earnings (Pretax)

in millions	Q1.2021		Q2.2021		Q3.2021		Q3.2020		YTD.2021		YTD.2020
Product remediation recovery	$	—	$	—	$	—	$	—	$	—	$	8

Selected Segment Items

in millions	Q1.2021			Q2.2021			Q3.2021			Q3.2020			YTD.2021			YTD.2020
Total decrease (increase) in working capital(2)	$	(212	)	$	(49	)	$	249		$	(68	)	$	(12	)	$	(198	)
Cash spent for capital expenditures	$	(25	)	$	(51	)	$	(70	)	$	(41	)	$	(146	)	$	(124	)

⁽²⁾ Represents the change in prepaid assets, accounts receivable, accounts payable, accrued liabilities and inventory for the Wood Products segment.

Segment Statistics

in millions, except for third party sales realizations		Q1.2021		Q2.2021		Q3.2021		Q3.2020		YTD.2021		YTD.2020
Structural Lumber	Third party net sales	$	990	$	1,349	$	681	$	819	$	3,020	$	1,865
(volumes presented	Third party sales realizations	$	864	$	1,077	$	516	$	674	$	812	$	509
in board feet)	Third party sales volumes(3)		1,145		1,252		1,320		1,216		3,717		3,663
	Production volumes		1,211		1,234		1,222		1,170		3,667		3,487
Oriented Strand	Third party net sales	$	438	$	605	$	470	$	290	$	1,513	$	659
Board	Third party sales realizations	$	614	$	911	$	691	$	395	$	735	$	293
(volumes presented	Third party sales volumes(3)		714		663		681		736		2,058		2,253
in square feet 3/8")	Production volumes		742		683		715		759		2,140		2,278
Engineered Solid	Third party net sales	$	142	$	166	$	183	$	135	$	491	$	373
Section	Third party sales realizations	$	2,285	$	2,533	$	3,092	$	2,128	$	2,628	$	2,142
(volumes presented	Third party sales volumes(3)		6.2		6.6		5.9		6.3		18.7		17.4
in cubic feet)	Production volumes		6.0		6.2		5.8		5.4		18.0		16.8
Engineered	Third party net sales	$	83	$	104	$	128	$	83	$	315	$	231
I-joists	Third party sales realizations	$	1,773	$	1,980	$	2,600	$	1,638	$	2,119	$	1,650
(volumes presented	Third party sales volumes(3)		47		53		49		51		149		140
in lineal feet)	Production volumes		44		51		49		43		144		128
Softwood Plywood	Third party net sales	$	56	$	69	$	45	$	55	$	170	$	128
(volumes presented	Third party sales realizations	$	594	$	902	$	653	$	507	$	710	$	405
in square feet 3/8")	Third party sales volumes(3)		94		77		69		107		240		315
	Production volumes		80		62		61		94		203		267
Medium Density	Third party net sales	$	48	$	43	$	52	$	47	$	143	$	124
Fiberboard	Third party sales realizations	$	842	$	869	$	943	$	864	$	885	$	845
(volumes presented	Third party sales volumes(3)		57		50		55		55		162		147
in square feet 3/4")	Production volumes		56		52		55		57		163		148

⁽³⁾ Volumes include sales of internally produced products and products purchased for resale primarily through our distribution business.

Page 7 of 8

Weyerhaeuser Company Unallocated Items

Q3.2021 Analyst Package

Preliminary results (unaudited)

Unallocated items are gains or charges not related to, or allocated to, an individual operating segment. They include all or a portion of items such as share-based compensation, pension and post-employment costs, elimination of intersegment profit in inventory and LIFO, foreign exchange transaction gains and losses, interest income and other as well as legacy obligations.

Net Charge to Earnings

in millions	Q1.2021			Q2.2021			Q3.2021			Q3.2020			YTD.2021			YTD.2020
Unallocated corporate function and variable compensation expense	$	(25	)	$	(36	)	$	(33	)	$	(36	)	$	(94	)	$	(78	)
Liability classified share-based compensation		(1	)		—			(1	)		(5	)		(2	)		1
Foreign exchange gain (loss)		(2	)		(1	)		5			2			2			(3	)
Elimination of intersegment profit in inventory and LIFO		(17	)		(28	)		12			(9	)		(33	)		(4	)
Other, net		(13	)		(20	)		(29	)		(14	)		(62	)		(23	)
Operating loss		(58	)		(85	)		(46	)		(62	)		(189	)		(107	)
Non-operating pension and other post-employment benefit costs		(8	)		(1	)		(5	)		(9	)		(14	)		(28	)
Interest income and other		1			2			1			2			4			5
Net charge to earnings	$	(65	)	$	(84	)	$	(50	)	$	(69	)	$	(199	)	$	(130	)

Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization⁽¹⁾

in millions	Q1.2021			Q2.2021			Q3.2021			Q3.2020			YTD.2021			YTD.2020
Operating loss	$	(58	)	$	(85	)	$	(46	)	$	(62	)	$	(189	)	$	(107	)
Depreciation, depletion and amortization		2			1			2			2			5			5
Special items		—			—			—			—			—			(12	)
Adjusted EBITDA(1)	$	(56	)	$	(84	)	$	(44	)	$	(60	)	$	(184	)	$	(114	)

⁽¹⁾ See definition of Adjusted EBITDA (a non-GAAP measure) on page 1.

Unallocated Special Items Included in Net Charge to Earnings (Pretax)

in millions	Q1.2021		Q2.2021		Q3.2021		Q3.2020		YTD.2021		YTD.2020
Legal benefit	$	—	$	—	$	—	$	—	$	—	$	12
Special items included in operating loss and net charge to earnings	$	—	$	—	$	—	$	—	$	—	$	12

Unallocated Selected Items

in millions	Q1.2021		Q2.2021		Q3.2021			Q3.2020		YTD.2021			YTD.2020
Cash spent for capital expenditures	$	—	$	—	$	(1	)	$	—	$	(1	)	$	—

Page 8 of 8

XML

Document and Entity Information	Oct. 29, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 29, 2021
Entity Registrant Name	WEYERHAEUSER COMPANY
Entity Central Index Key	0000106535
Entity Emerging Growth Company	false
Entity File Number	1-4825
Entity Incorporation State Country Code	WA
Entity Tax Identification Number	91-0470860
Entity Address Address Line1	220 Occidental Avenue South
Entity Address City Or Town	Seattle
Entity Address State Or Province	WA
Entity Address Postal Zip Code	98104-7800
City Area Code	(206)
Local Phone Number	539-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common Stock, par value $1.25 per share
Trading Symbol	WY
Name of each exchange on which registered	NYSE