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): April 29, 2022

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 April 29, 2022, Weyerhaeuser Company issued a press release announcing its financial results for the quarter ended March 31, 2022. 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 April 29, 2022 reporting results of operations for the quarter ended March 31, 2022.
99.2	Exhibit to press release of Weyerhaeuser Company issued April 29, 2022.
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: April 29, 2022

EX-99.1

EXHIBIT 99.1

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

Weyerhaeuser reports first quarter results

• Achieved net earnings of $771 million, or $1.03 per diluted share, and net earnings before special items of $978 million, or $1.31 per diluted share

• Generated record first quarter Adjusted EBITDA of $1.5 billion

• Returned over $1.3 billion of cash to shareholders

• Signed first carbon capture and storage agreement for project in Louisiana

SEATTLE, April 29, 2022 – Weyerhaeuser Company(NYSE: WY) today reported first quarter net earnings of$771 million, or $1.03per diluted share, on net sales of $3.1 billion. This compares with net earnings of $681 million, or 91 centsper diluted share, on net sales of $2.5 billionfor the same period last year and net earnings of $416 million for the fourth quarter of 2021.Excluding an after-tax charge of $207 million for special items, the company reported first quarter net earnings of $978 million, or $1.31 per diluted share. This compares with net earnings before special items of $367 million for the fourth quarter of 2021. There were no special items in first quarter 2021.

Adjusted EBITDA for the first quarter of 2022 was $1.5 billioncompared with $1.1 billionfor the same period last year and $674 million for the fourth quarter of 2021.

“I am extremely proud of our first quarter results,” said Devin W. Stockfish, president and chief executive officer. “Our teams delivered the company’s strongest first quarter Adjusted EBITDA on record notwithstanding ongoing operational and supply chain challenges. In addition, we increased our base dividend by 5.9 percent and refinanced $900 million of debt in the quarter. We’ve also made meaningful progress towards our multi-year growth targets with the signing of our first carbon capture and storage agreement. Looking forward, we remain constructive on the demand fundamentals that will drive growth for our businesses and are well positioned to deliver superior long-term value and returns for our shareholders.”

WEYERHAEUSER FINANCIAL HIGHLIGHTS	2021	2022	2021
(millions, except per share data)	Q4	Q1	Q1
Net sales	$2,206	$3,112	$2,506
Net earnings	$416	$771	$681
Net earnings per diluted share	$0.55	$1.03	$0.91
Weighted average shares outstanding, diluted	751	749	750
Net earnings before special items(1)(2)	$367	$978	$681
Net earnings per diluted share before special items(1)	$0.49	$1.31	$0.91
Adjusted EBITDA(1)	$674	$1,497	$1,101
Net cash from operations	$494	$957	$698
Adjusted FAD(3)	$181	$850	$645

(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) First quarter 2022 after-tax special items include a loss on debt extinguishment of $207 million. 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

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discretionary and nondiscretionary capital allocation activities. Adjusted FAD should not be considered in isolation from, and is 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	2022
(millions)	Q4	Q1	Change
Net sales	$565	$626	$61
Net contribution to pretax earnings	$110	$182	$72
Adjusted EBITDA	$176	$247	$71

Q1 2022 Performance – In the West, fee harvest volumes were significantly higher than the fourth quarter and per unit log and haul costs were lower due to the seasonal transition to lower elevation harvest activity. Domestic sales realizations and sales volumes were significantly higher. Export sales realizations were significantly higher, driven by strong demand in Japan, while export sales volumes were significantly lower as the company shifted volume from China to the domestic market to capitalize on strong pricing. In the South, sales realizations for sawlogs and fiber logs were slightly higher, while fee harvest volumes were seasonally lower. Per unit log and haul costs were moderately higher, primarily due to fuel-related transportation costs. Forestry and road costs decreased seasonally.

Q2 2022 Outlook – Weyerhaeuser anticipates second quarter earnings before special items and Adjusted EBITDA will be significantly lower than the first quarter, but higher than any other quarter since fourth quarter 2018. In the West, the company expects comparable fee harvest volumes, slightly lower sales realizations, and significantly higher per unit log and haul costs. In the South, the company expects comparable sales realizations and moderately higher fee harvest volumes and per unit log and haul costs. Forestry and road costs will be seasonally higher.

REAL ESTATE, ENERGY & NATURAL RESOURCES

FINANCIAL HIGHLIGHTS	2021	2022
(millions)	Q4	Q1	Change
Net sales	$59	$128	$69
Net contribution to pretax earnings	$36	$81	$45
Adjusted EBITDA	$49	$116	$67

Q1 2022 Performance – Earnings and Adjusted EBITDA increased from the fourth quarter due to higher real estate sales. The number of acres sold increased significantly due to the timing of transactions, and the average price per acre decreased due to the mix of properties sold.

Q2 2022 Outlook – Weyerhaeuser anticipates second quarter earnings will be comparable to second quarter 2021 and Adjusted EBITDA will be slightly higher than second quarter 2021. The company expects the average basis as a percentage of sales and acres sold to be higher year over year.

WOOD PRODUCTS

FINANCIAL HIGHLIGHTS	2021	2022
(millions)	Q4	Q1	Change
Net sales	$1,718	$2,519	$801
Net contribution to pretax earnings	$516	$1,182	$666
Pretax benefit for special items	$(50)	$—	$50
Net contribution to pretax earnings before special items	$466	$1,182	$716
Adjusted EBITDA	$517	$1,233	$716

Q1 2022 Performance – Sales realizations for lumber and oriented strand board increased 76 percent and 61 percent, respectively, compared with fourth quarter averages. Production volumes for lumber were moderately higher due to less weather-related downtime and planned maintenance, while sales volumes were slightly lower as a result of ongoing transportation disruptions. Log costs were significantly higher, primarily for western logs. Production volumes

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for oriented strand board were slightly higher due to less planned maintenance, sales volumes were moderately higher, and fiber costs were significantly higher. Sales realizations for engineered wood products improved from the fourth quarter, which was partially offset by moderately higher raw material costs, primarily for oriented strand board webstock and resin. Distribution margins improved across all products.

Q2 2022 Outlook – Weyerhaeuser anticipates second quarter earnings and Adjusted EBITDA will be higher than the first quarter, excluding the effect of changes in average sales realizations for lumber and oriented strand board. The company expects significantly higher sales volumes for lumber, as well as moderately lower log costs and unit manufacturing costs. For oriented strand board, the company expects moderately higher sales volumes, comparable fiber costs, and slightly lower unit manufacturing costs. Engineered wood products production and sales volumes are expected to be significantly higher with comparable sales realizations, partially offset by significantly higher raw material costs, primarily for oriented strand board webstock. Distribution commodity product margins are expected to be significantly lower.

UNALLOCATED

FINANCIAL HIGHLIGHTS	2021	2022
(millions)	Q4	Q1	Change
Net charge to pretax earnings	$(57)	$(117)	$(60)
Pretax benefit for special items	$(15)	$—	$15
Net charge to pretax earnings before special items	$(72)	$(117)	$(45)
Adjusted EBITDA	$(68)	$(99)	$(31)

Q1 2022 Performance – First quarter results include a $59 million noncash charge for the elimination of intersegment profit in inventory and LIFO due to elevated levels of high-value inventory.

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 2021, we generated $10.2 billion in net sales and employed approximately 9,200 people who serve customers worldwide. 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 April 29, 2022 to discuss first quarter results.

To access the live webcast and presentation online, go to the Investor Relations section on www.weyerhaeuser.com on April 29, 2022.

To join the conference call from within North America, dial 877-407-0792 (access code: 13724914) at least 15 minutes prior to the call. Those calling from outside North America should dial 201-689-8263 (access code: 13724914). Replays will be available for two weeks at 844-512-2921 (access code: 13724914) from within North America, and at 412-317-6671 (access code: 13724914) 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: earnings and Adjusted EBITDA for the company and for each of our businesses; log sales realizations; log and haul, forestry and road costs and expenses; fee harvest volumes; basis as a percentage of sales and acres to be sold; sales volumes, realizations, manufacturing and materials costs for our Wood Products lines; distribution commodity product margins and demand fundamentals

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affecting our business; and long-term shareholder value and returns. 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 and expressionssuch as “anticipate,” “expect,”“looking forward,” “planned,” “will,” and similar words and expressions. They may use the positive, negative or another variation of those and similar wordsand expressions. 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;

● the effect of COVID-19 and other viral or disease outbreaks and their potential effects on our business, results of operations, cash flows, financial condition and future prospects;

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

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

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

● the availability and cost of shipping and transportation;

● economic activity in Asia, especially Japan and China;

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

● potential disruptions in our manufacturing operations;

● the level of competition from domestic and foreign producers;

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

● our ability to hire and retain capable employees;

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

● raw material availability and prices;

● the effect of weather;

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

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

● 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;

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● the effect of timing of employee retirements as it relates to the cost of pension benefits and changes in the market price of our common stock on charges for share-based compensation;

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

● changes in accounting principles; and

● other risks and uncertainties identified in our 2021 Annual Report on Form 10-K, as well as those set forth from time to time in our other public statements, reports, registration statements, prospectuses, information statements and other filings with the SEC.

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

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.

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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 December 31, 2021:

(millions)	Timberlands	Real Estate & ENR	Wood Products	Unallocated Items	Total
Adjusted EBITDA by Segment:
Net earnings					$416
Interest expense, net of capitalized interest					77
Income taxes					112
Net contribution (charge) to earnings	$110	$36	$516	$(57)	$605
Non-operating pension and other post-employment benefit costs	—	—	—	5	5
Interest income and other	—	—	—	(1)	(1)
Operating income (loss)	110	36	516	(53)	609
Depreciation, depletion and amortization	66	4	51	—	121
Basis of real estate sold	—	9	—	—	9
Special items included in operating income (loss)(1)(2)	—	—	(50)	(15)	(65)
Adjusted EBITDA	$176	$49	$517	$(68)	$674

(1) Operating income (loss) for Wood Products includes pretax special items consisting of a $37 million product remediation recovery and a $13 million insurance recovery.  

(2) Operating income (loss) for Unallocated Items includes a pretax special item consisting of a $15 million noncash legal benefit.

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

(millions)	Timberlands	Real Estate & ENR	Wood Products	Unallocated Items	Total
Adjusted EBITDA by Segment:
Net earnings					$771
Interest expense, net of capitalized interest					72
Loss on debt extinguishment(1)					276
Income taxes					209
Net contribution (charge) to earnings	$182	$81	$1,182	$(117)	$1,328
Non-operating pension and other post-employment benefit costs	—	—	—	15	15
Interest income and other	—	—	—	1	1
Operating income (loss)	182	81	1,182	(101)	1,344
Depreciation, depletion and amortization	65	4	51	2	122
Basis of real estate sold	—	31	—	—	31
Adjusted EBITDA	$247	$116	$1,233	$(99)	$1,497

(1) Loss on debt extinguishment is a pretax special item related to the early extinguishment of $931 million of debt.

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The table below reconciles Adjusted EBITDA for the quarter ended March 31, 2021:

(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

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	2022	2021
(millions)	Q4	Q1	Q1
Net earnings	$416	$771	$681
Loss on debt extinguishment	—	207	—
Insurance recovery	(9)	—	—
Legal benefit	(12)	—	—
Product remediation recovery	(28)	—	—
Net earnings before special items	$367	$978	$681

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

	2021	2022	2021
	Q4	Q1	Q1
Net earnings per diluted share	$0.55	$1.03	$0.91
Loss on debt extinguishment	—	0.28	—
Insurance recovery	(0.01)	—	—
Legal benefit	(0.01)	—	—
Product remediation recovery	(0.04)	—	—
Net earnings per diluted share before special items	$0.49	$1.31	$0.91

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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	2022	2021
(millions)	Q4	Q1	Q1
Net cash from operations	$494	$957	$698
Capital expenditures	(218)	(70)	(53)
Adjustments to FAD(1)	(95)	(37)	—
Adjusted FAD	$181	$850	$645

(1) Adjustments to FAD include a $37 million product remediation insurance recovery received in first quarter 2022 and a $95 million tax refund received in fourth quarter 2021 associated with our $300 million voluntary contribution to our U.S. qualified pension plan in 2018.  

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EX-99.2

Weyerhaeuser Company Exhibit 99.2

Q1.2022 Analyst Package

Preliminary results (unaudited)

Consolidated Statement of Operations

	Q4			Q1
in millions	December 31, 2021			March 31, 2022			March 31, 2021
Net sales	$	2,206		$	3,112		$	2,506
Costs of sales		1,501			1,647			1,430
Gross margin		705			1,465			1,076
Selling expenses		27			23			20
General and administrative expenses		113			92			90
Other operating costs (income), net		(44	)		6			10
Operating income		609			1,344			956
Non-operating pension and other post-employment benefit costs		(5	)		(15	)		(8	)
Interest income and other		1			(1	)		1
Interest expense, net of capitalized interest		(77	)		(72	)		(79	)
Loss on debt extinguishment		—			(276	)		—
Earnings before income taxes		528			980			870
Income taxes		(112	)		(209	)		(189	)
Net earnings	$	416		$	771		$	681

Per Share Information

	Q4		Q1
	December 31, 2021		March 31, 2022		March 31, 2021
Earnings per share
Basic	$	0.56	$	1.03	$	0.91
Diluted	$	0.55	$	1.03	$	0.91
Dividends paid per common share	$	0.67	$	1.63	$	0.17
Weighted average shares outstanding (in thousands):
Basic		749,020		747,507		748,718
Diluted		750,942		748,823		750,024
Common shares outstanding at end of period (in thousands)		747,301		745,442		748,751

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

	Q4			Q1
in millions	December 31, 2021			March 31, 2022		March 31, 2021
Net earnings	$	416		$	771	$	681
Non-operating pension and other post-employment benefit costs		5			15		8
Interest income and other		(1	)		1		(1	)
Interest expense, net of capitalized interest		77			72		79
Loss on debt extinguishment		—			276		—
Income taxes		112			209		189
Operating income		609			1,344		956
Depreciation, depletion and amortization		121			122		118
Basis of real estate sold		9			31		27
Special items included in operating income		(65	)		—		—
Adjusted EBITDA(1)	$	674		$	1,497	$	1,101

⁽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.

Page 1 of 8

Weyerhaeuser Company Total Company Statistics

Q1.2022 Analyst Package

Preliminary results (unaudited)

Special Items Included in Net Earnings (Income Tax Affected)

	Q4			Q1
in millions	December 31, 2021			March 31, 2022		March 31, 2021
Net earnings	$	416		$	771	$	681
Loss on debt extinguishment(1)		—			207		—
Insurance recovery		(9	)		—		—
Legal benefit		(12	)		—		—
Product remediation recovery		(28	)		—		—
Net earnings before special items(2)	$	367		$	978	$	681

	Q4			Q1
	December 31, 2021			March 31, 2022		March 31, 2021
Net earnings per diluted share	$	0.55		$	1.03	$	0.91
Loss on debt extinguishment(1)		—			0.28		—
Insurance recovery		(0.01	)		—		—
Legal benefit		(0.01	)		—		—
Product remediation recovery		(0.04	)		—		—
Net earnings per diluted share before special items(2)	$	0.49		$	1.31	$	0.91

⁽¹⁾ We recorded a total pretax loss on debt extinguishment of $276 million ($207 million after-tax) in first quarter 2022.

⁽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

	Q4		Q1
in millions	December 31, 2021		March 31, 2022		March 31, 2021
Pension and post-employment costs:
Pension and post-employment service costs	$	10	$	10	$	11
Non-operating pension and other post-employment benefit costs		5		15		8
Total company pension and post-employment costs	$	15	$	25	$	19

Page 2 of 8

Weyerhaeuser Company

Q1.2022 Analyst Package

Preliminary results (unaudited)

Consolidated Balance Sheet

in millions	December 31, 2021		March 31, 2022		March 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	1,879	$	1,205	$	1,016
Receivables, net		507		745		589
Receivables for taxes		24		8		7
Inventories		520		611		505
Prepaid expenses and other current assets		205		206		141
Total current assets		3,135		2,775		2,258
Property and equipment, net		2,057		2,026		1,971
Construction in progress		175		203		91
Timber and timberlands at cost, less depletion		11,510		11,469		11,776
Minerals and mineral rights, less depletion		255		252		265
Deferred tax assets		17		15		106
Other assets		503		376		407
Total assets	$	17,652	$	17,116	$	16,874
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	—	$	—	$	150
Accounts payable		281		310		236
Accrued liabilities		673		674		549
Total current liabilities		954		984		935
Long-term debt, net		5,099		5,053		5,325
Deferred tax liabilities		46		66		26
Deferred pension and other post-employment benefits		440		432		893
Other liabilities		346		344		367
Total liabilities		6,885		6,879		7,546
Total equity		10,767		10,237		9,328
Total liabilities and equity	$	17,652	$	17,116	$	16,874

Page 3 of 8

Weyerhaeuser Company

Q1.2022 Analyst Package

Preliminary results (unaudited)

Consolidated Statement of Cash Flows

	Q4			Q1
in millions	December 31, 2021			March 31, 2022			March 31, 2021
Cash flows from operations:
Net earnings	$	416		$	771		$	681
Noncash charges (credits) to earnings:
Depreciation, depletion and amortization		121			122			118
Basis of real estate sold		9			31			27
Deferred income taxes, net		(2	)		14			8
Pension and other post-employment benefits		15			25			19
Share-based compensation expense		7			8			7
Loss on debt extinguishment		—			276			—
Change in:
Receivables, net		(10	)		(238	)		(139	)
Receivables and payables for taxes		6			110			120
Inventories		(22	)		(87	)		(60	)
Prepaid expenses and other current assets		(4	)		(1	)		(2	)
Accounts payable and accrued liabilities		(3	)		(62	)		(60	)
Pension and post-employment benefit contributions and payments		(3	)		(4	)		(8	)
Other		(36	)		(8	)		(13	)
Net cash from operations	$	494		$	957		$	698
Cash flows from investing activities:
Capital expenditures for property and equipment	$	(202	)	$	(50	)	$	(31	)
Capital expenditures for timberlands reforestation		(16	)		(20	)		(22	)
Acquisition of timberlands		—			(18	)		—
Other		1			1			—
Net cash from investing activities	$	(217	)	$	(87	)	$	(53	)
Cash flows from financing activities:
Cash dividends on common shares	$	(502	)	$	(1,218	)	$	(127	)
Net proceeds from issuance of long-term debt		—			881			—
Payments on long-term debt		(150	)		(1,203	)		—
Proceeds from exercise of stock options		5			12			17
Repurchases of common shares		(74	)		(118	)		—
Other		(3	)		(18	)		(14	)
Net cash from financing activities	$	(724	)	$	(1,664	)	$	(124	)
Net change in cash, cash equivalents and restricted cash	$	(447	)	$	(794	)	$	521
Cash, cash equivalents and restricted cash at beginning of period		2,446			1,999			495
Cash, cash equivalents and restricted cash at end of period	$	1,999		$	1,205		$	1,016
Cash paid during the period for:
Interest, net of amounts capitalized	$	78		$	78		$	75
Income taxes, net of refunds	$	115		$	85		$	66

Page 4 of 8

Weyerhaeuser Company Timberlands Segment

Q1.2022 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions	Q4.2021			Q1.2022			Q1.2021
Sales to unaffiliated customers	$	429		$	465		$	379
Intersegment sales		136			161			134
Total net sales		565			626			513
Costs of sales		432			423			383
Gross margin		133			203			130
Selling expenses		1			—			—
General and administrative expenses		23			24			23
Other operating income, net		(1	)		(3	)		(1	)
Operating income and Net contribution to earnings	$	110		$	182		$	108

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

in millions	Q4.2021		Q1.2022		Q1.2021
Operating income	$	110	$	182	$	108
Depreciation, depletion and amortization		66		65		64
Adjusted EBITDA(1)	$	176	$	247	$	172

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

Selected Segment Items

in millions	Q4.2021			Q1.2022			Q1.2021
Total decrease (increase) in working capital(2)	$	(21	)	$	(34	)	$	(13	)
Cash spent for capital expenditures(3)	$	(38	)	$	(30	)	$	(28	)

⁽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⁾

		Q4.2021		Q1.2022		Q1.2021
Third Party	Delivered logs:
Net Sales	West	$	220	$	259	$	201
(millions)	South		160		154		131
	North		14		15		16
	Total delivered logs		394		428		348
	Stumpage and pay-as-cut timber		9		9		6
	Recreational and other lease revenue		17		17		16
	Other revenue		9		11		9
	Total	$	429	$	465	$	379
Delivered Logs	West	$	146.39	$	161.29	$	130.69
Third Party Sales	South	$	36.55	$	37.15	$	34.50
Realizations (per ton)	North	$	66.74	$	72.79	$	62.83
Delivered Logs	West		1,501		1,604		1,539
Third Party Sales	South		4,358		4,135		3,782
Volumes (tons, thousands)	North		217		210		261
Fee Harvest Volumes	West		1,954		2,240		2,101
(tons, thousands)	South		6,160		5,842		5,376
	North		285		278		337

⁽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

Q1.2022 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions	Q4.2021		Q1.2022		Q1.2021
Net sales	$	59	$	128	$	106
Costs of sales		16		41		34
Gross margin		43		87		72
General and administrative expenses		7		6		6
Operating income and Net contribution to earnings	$	36	$	81	$	66

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

in millions	Q4.2021		Q1.2022		Q1.2021
Operating income	$	36	$	81	$	66
Depreciation, depletion and amortization		4		4		3
Basis of real estate sold		9		31		27
Adjusted EBITDA(1)	$	49	$	116	$	96

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

Selected Segment Items

in millions	Q4.2021		Q1.2022		Q1.2021
Cash spent for capital expenditures	$	—	$	—	$	—

Segment Statistics

		Q4.2021			Q1.2022			Q1.2021
Net Sales	Real Estate	$	34		$	97		$	84
(millions)	Energy and Natural Resources		25			31			22
	Total	$	59		$	128		$	106
Acres Sold	Real Estate		6,920			24,126			19,455
Price per Acre	Real Estate	$	4,385		$	3,785		$	3,803
Basis as a Percent of Real Estate Net Sales	Real Estate		26	%		32	%		32	%

Page 6 of 8

Weyerhaeuser Company Wood Products Segment

Q1.2022 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions	Q4.2021			Q1.2022		Q1.2021
Net sales	$	1,718		$	2,519	$	2,021
Costs of sales		1,185			1,276		1,124
Gross margin		533			1,243		897
Selling expenses		23			21		19
General and administrative expenses		34			35		35
Other operating costs (income), net		(40	)		5		3
Operating income and Net contribution to earnings	$	516		$	1,182	$	840

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

in millions	Q4.2021			Q1.2022		Q1.2021
Operating income	$	516		$	1,182	$	840
Depreciation, depletion and amortization		51			51		49
Special items		(50	)		—		—
Adjusted EBITDA(1)	$	517		$	1,233	$	889

⁽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	Q4.2021		Q1.2022		Q1.2021
Insurance recovery	$	13	$	—	$	—
Product remediation recovery	$	37	$	—	$	—

Selected Segment Items

in millions	Q4.2021			Q1.2022			Q1.2021
Total decrease (increase) in working capital(2)	$	(11	)	$	(371	)	$	(212	)
Cash spent for capital expenditures	$	(174	)	$	(39	)	$	(25	)

⁽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		Q4.2021		Q1.2022		Q1.2021
Structural Lumber	Third party net sales	$	701	$	1,206	$	990
(volumes presented	Third party sales realizations	$	592	$	1,041	$	864
in board feet)	Third party sales volumes(3)		1,185		1,157		1,145
	Production volumes		1,148		1,203		1,211
Oriented Strand	Third party net sales	$	327	$	564	$	438
Board	Third party sales realizations	$	490	$	787	$	614
(volumes presented	Third party sales volumes(3)		668		717		714
in square feet 3/8")	Production volumes		725		739		742
Engineered Solid	Third party net sales	$	188	$	196	$	142
Section	Third party sales realizations	$	3,319	$	3,433	$	2,285
(volumes presented	Third party sales volumes(3)		5.7		5.7		6.2
in cubic feet)	Production volumes		6.0		5.7		6.0
Engineered	Third party net sales	$	132	$	137	$	83
I-joists	Third party sales realizations	$	2,888	$	2,969	$	1,773
(volumes presented	Third party sales volumes(3)		45		46		47
in lineal feet)	Production volumes		46		44		44
Softwood Plywood	Third party net sales	$	40	$	58	$	56
(volumes presented	Third party sales realizations	$	581	$	783	$	594
in square feet 3/8")	Third party sales volumes(3)		68		75		94
	Production volumes		60		66		80
Medium Density	Third party net sales	$	43	$	48	$	48
Fiberboard	Third party sales realizations	$	995	$	1,082	$	842
(volumes presented	Third party sales volumes(3)		43		44		57
in square feet 3/4")	Production volumes		43		44		56

⁽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

Q1.2022 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	Q4.2021			Q1.2022			Q1.2021
Unallocated corporate function and variable compensation expense	$	(35	)	$	(31	)	$	(25	)
Liability classified share-based compensation		(4	)		1			(1	)
Foreign exchange gain (loss)		3			—			(2	)
Elimination of intersegment profit in inventory and LIFO		10			(59	)		(17	)
Other, net		(27	)		(12	)		(13	)
Operating loss		(53	)		(101	)		(58	)
Non-operating pension and other post-employment benefit costs		(5	)		(15	)		(8	)
Interest income and other		1			(1	)		1
Net charge to earnings	$	(57	)	$	(117	)	$	(65	)

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

in millions	Q4.2021			Q1.2022			Q1.2021
Operating loss	$	(53	)	$	(101	)	$	(58	)
Depreciation, depletion and amortization		—			2			2
Special items		(15	)		—			—
Adjusted EBITDA(1)	$	(68	)	$	(99	)	$	(56	)

⁽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	Q4.2021		Q1.2022		Q1.2021
Legal benefit	$	15	$	—	$	—
Special items included in operating loss and net charge to earnings	$	15	$	—	$	—

Unallocated Selected Items

in millions	Q4.2021			Q1.2022			Q1.2021
Cash spent for capital expenditures	$	(6	)	$	(1	)	$	—

Page 8 of 8

XML

Document and Entity Information	Apr. 29, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 29, 2022
Entity Registrant Name	WEYERHAEUSER CO
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 Line One	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
Security 12b Title	Common Stock, par value $1.25 per share
Trading Symbol	WY
Security Exchange Name	NYSE