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 27, 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 October 27, 2022, Weyerhaeuser Company issued a press release announcing its financial results for the quarter ended September 30, 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 October 27, 2022 reporting results of operations for the quarter ended September 30, 2022.
99.2	Exhibit to press release of Weyerhaeuser Company issued October 27, 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:	Senior Vice President and Chief Financial Officer
	(Principal Accounting Officer)

Date: October 27, 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 third quarter results

• Achieved net earnings of $310 million, or $0.42 per diluted share

• Generated $583 million of Adjusted EBITDA

• Repurchased $404 million of common shares year to date, through the third quarter

SEATTLE, October 27, 2022 – Weyerhaeuser Company(NYSE: WY) today reported third quarter net earnings of$310 million, or 42 centsper diluted share, on net sales of $2.3 billion. This compares with net earnings of $482 million, or 64 centsper diluted share, on net sales of $2.3 billionfor the same period last year and net earnings of $788 million for the second quarter of 2022.There were no special items in third quarter or second quarter 2022.Net earnings before special items was $450 million for the same period last year.

Adjusted EBITDA for the third quarter of 2022 was $583 millioncompared with $746 millionfor the same period last year and $1.2 billion for the second quarter of 2022.

“In the third quarter, we delivered solid results across our businesses, despite increasing macroeconomic headwinds,” said Devin W. Stockfish, president and chief executive officer. “Although near-term market conditions have moderated, we maintain a constructive longer-term outlook for the demand fundamentals that support our businesses. Looking ahead, our balance sheet is exceptionally strong, and we are well positioned to navigate through a range of market conditions. We remain focused on serving our customers and driving long-term value for our shareholders through an unmatched portfolio of assets, industry-leading performance and disciplined capital allocation.”

WEYERHAEUSER FINANCIAL HIGHLIGHTS	2022	2022	2021
(millions, except per share data)	Q2	Q3	Q3
Net sales	$2,973	$2,276	$2,345
Net earnings	$788	$310	$482
Net earnings per diluted share	$1.06	$0.42	$0.64
Weighted average shares outstanding, diluted	746	741	751
Net earnings before special items(1)(2)	$788	$310	$450
Net earnings per diluted share before special items(1)	$1.06	$0.42	$0.60
Adjusted EBITDA(1)	$1,205	$583	$746
Net cash from operations	$1,146	$562	$659
Adjusted FAD(3)	$1,065	$468	$561

(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) 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 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.

1

TIMBERLANDS

FINANCIAL HIGHLIGHTS	2022	2022
(millions)	Q2	Q3	Change
Net sales	$671	$574	$(97)
Net contribution to pretax earnings	$153	$107	$(46)
Adjusted EBITDA	$219	$168	$(51)

Q3 2022 Performance – In the West, fee harvest volumes and domestic sales volumes were lower than the second quarter due to the work stoppage that commenced in mid-September, impacting a portion of our operations in the region. Domestic sales realizations were comparable and per unit log and haul costs were lower. Export sales realizations and volumes were significantly lower due to softening demand, and volumes were further affected by a reduction in export activity resulting from the work stoppage. In the South, fee harvest volumes, sales realizations, and per unit log and haul costs were all comparable to the second quarter. Forestry and road costs in the West and South were seasonally higher.

Q4 2022 Outlook – Weyerhaeuser anticipates fourth quarter earnings and Adjusted EBITDA will be significantly lower than third quarter 2022. In the West, the company expects lower fee harvest and sales volumes resulting from the work stoppage. Sales realizations are expected to be significantly lower due to softening demand. The company expects lower per unit log and haul costs and significantly lower forestry and road costs. In the South, fee harvest volumes and forestry and road costs are expected to be slightly higher, and per unit log and haul costs and sales realizations are expected to be comparable.

REAL ESTATE, ENERGY & NATURAL RESOURCES

FINANCIAL HIGHLIGHTS	2022	2022
(millions)	Q2	Q3	Change
Net sales	$117	$68	$(49)
Net contribution to pretax earnings	$65	$48	$(17)
Adjusted EBITDA	$107	$60	$(47)

Q3 2022 Performance – Earnings and Adjusted EBITDA decreased from the second quarter due to lower real estate sales, partially offset by an increase in royalty income from our Energy and Natural Resources business. The number of real estate acres sold decreased significantly due to the timing of transactions, partially offset by an increase in the average price per acre due to the mix of properties sold.

Q4 2022 Outlook – Weyerhaeuser anticipates fourth quarter earnings and Adjusted EBITDA will be lower than third quarter 2022 due to the timing and mix of real estate sales, as well as lower royalty income from our Energy and Natural Resources business. The company still expects full year 2022 Adjusted EBITDA of approximately $325 million and now expects basis as a percentage of real estate sales to be 35 to 40 percent for the full year.

WOOD PRODUCTS

FINANCIAL HIGHLIGHTS	2022	2022
(millions)	Q2	Q3	Change
Net sales	$2,341	$1,767	$(574)
Net contribution to pretax earnings	$863	$344	$(519)
Adjusted EBITDA	$912	$395	$(517)

Q3 2022 Performance – Sales realizations for lumber and oriented strand board decreased 28 percent and 41 percent, respectively, compared with second quarter averages. Sales and production volumes for lumber were moderately lower, largely due to the work stoppage at our mills in Washington and Oregon that commenced in mid-September. Unit manufacturing costs were higher, and log costs were moderately lower. Sales and production volumes for oriented strand board were slightly lower due to downtime for planned annual maintenance and transportation challenges in Canada. Unit manufacturing costs were higher, and fiber costs were comparable. Sales

2

realizations were higher for most engineered wood products, while sales and production volumes were lower for most products due to downtime for planned annual maintenance, transportation challenges in Canada and labor constraints. Unit manufacturing costs for engineered wood products were higher, and raw material costs were significantly lower, primarily for oriented strand board webstock.

Q4 2022 Outlook – Weyerhaeuser anticipates fourth quarter earnings and Adjusted EBITDA will be lower than third quarter 2022, excluding the effect of changes in average sales realizations for lumber and oriented strand board. For lumber, the company expects significantly lower log costs, partially offset by lower sales volumes resulting from the work stoppage at our mills in Washington and Oregon. For oriented strand board, the company anticipates slightly higher sales volumes, comparable fiber costs, and significantly lower unit manufacturing costs due to less downtime for planned annual maintenance. Sales volumes and realizations are expected to be lower for most engineered wood products, partially offset by significantly lower raw material costs, primarily for oriented strand board webstock. For distribution, the company expects lower sales volumes and realizations for most products.

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 October 28, 2022 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 28, 2022.

To join the conference call from within North America, dial 1-877-407-0792 (access code: 13724916) at least 15 minutes prior to the call. Those calling from outside North America should dial 201-689-8263 (access code: 13724916). Replays will be available for two weeks at 1-844-512-2921 (access code: 13724916) from within North America, and at 1-412-317-6671 (access code: 13724916) 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; fee harvest and sales volumes and sales realizations for our Timberlands business; log and haul, forestry and road costs and expenses; basis for real estate acres to be sold; sales volumes for our lumber business; sales volumes and unit manufacturing costs for our oriented strand board business; sales realizations and sales volumes for our engineered wood products business; log and raw materials costs for each of our Wood Products lines; sales volumes and sales realizations for our Distribution business; long-term demand fundamentals affecting our businesses; and our future performance through changing market conditions. 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 expressions such as “anticipate,” “expect,” “looking ahead,” “planned,” “will,” and similar words and expressions. They may use the positive, negative or another variation of those and similar words and 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 and cost of financing for home mortgages and the relative strength of the U.S. dollar;

3

● 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;

● 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.

4

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, 2022:

(millions)	Timberlands	Real Estate & ENR	Wood Products	Unallocated Items	Total
Adjusted EBITDA by Segment:
Net earnings					$788
Interest expense, net of capitalized interest					65
Income taxes					184
Net contribution (charge) to earnings	$153	$65	$863	$(44)	$1,037
Non-operating pension and other post-employment benefit costs	—	—	—	11	11
Interest income and other	—	—	—	(1)	(1)
Operating income (loss)	153	65	863	(34)	1,047
Depreciation, depletion and amortization	66	3	49	1	119
Basis of real estate sold	—	39	—	—	39
Adjusted EBITDA	$219	$107	$912	$(33)	$1,205

The table below reconciles Adjusted EBITDA for the quarter ended September 30, 2022:

(millions)	Timberlands	Real Estate & ENR	Wood Products	Unallocated Items	Total
Adjusted EBITDA by Segment:
Net earnings					$310
Interest expense, net of capitalized interest					67
Income taxes					77
Net contribution (charge) to earnings	$107	$48	$344	$(45)	$454
Non-operating pension and other post-employment benefit costs	—	—	—	12	12
Interest income and other	—	—	—	(9)	(9)
Operating income (loss)	107	48	344	(42)	457
Depreciation, depletion and amortization	61	5	51	2	119
Basis of real estate sold	—	7	—	—	7
Adjusted EBITDA	$168	$60	$395	$(40)	$583

5

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.  

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

(millions)	Timberlands	Real Estate & ENR	Wood Products	Unallocated Items	Total
Adjusted EBITDA by Segment:
Net earnings					$1,869
Interest expense, net of capitalized interest					204
Loss on debt extinguishment(1)					276
Income taxes					470
Net contribution (charge) to earnings	$442	$194	$2,389	$(206)	$2,819
Non-operating pension and other post-employment benefit costs	—	—	—	38	38
Interest income and other	—	—	—	(9)	(9)
Operating income (loss)	442	194	2,389	(177)	2,848
Depreciation, depletion and amortization	192	12	151	5	360
Basis of real estate sold	—	77	—	—	77
Adjusted EBITDA	$634	$283	$2,540	$(172)	$3,285

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

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:

	2022	2022	2021
(millions)	Q2	Q3	Q3
Net earnings	$788	$310	$482
Gain on sale of timberlands	—	—	(32)
Net earnings before special items	$788	$310	$450

6

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

	2022	2022	2021
	Q2	Q3	Q3
Net earnings per diluted share	$1.06	$0.42	$0.64
Gain on sale of timberlands	—	—	(0.04)
Net earnings per diluted share before special items	$1.06	$0.42	$0.60

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:

	2022	2022	2021	2022
(millions)	Q2	Q3	Q3	Q3 YTD
Net cash from operations	$1,146	$562	$659	$2,665
Capital expenditures	(81)	(94)	(98)	(245)
Adjustments to FAD(1)	—	—	—	(37)
Adjusted FAD	$1,065	$468	$561	$2,383

(1) Adjustments to FAD include a $37 million product remediation insurance recovery received in first quarter 2022.  

7

EX-99.2

Weyerhaeuser Company Exhibit 99.2

Q3.2022 Analyst Package

Preliminary results (unaudited)

Consolidated Statement of Operations

	Q1			Q2			Q3						Year-to-Date
in millions	March 31, 2022			June 30, 2022			Sept 30, 2022			Sept 30, 2021			Sept 30, 2022			Sept 30, 2021
Net sales	$	3,112		$	2,973		$	2,276		$	2,345		$	8,361		$	7,995
Costs of sales		1,647			1,789			1,694			1,589			5,130			4,602
Gross margin		1,465			1,184			582			756			3,231			3,393
Selling expenses		23			23			24			24			70			68
General and administrative expenses		92			102			100			98			294			283
Other operating costs (income), net		6			12			1			(15	)		19			8
Operating income		1,344			1,047			457			649			2,848			3,034
Non-operating pension and other post-employment benefit costs		(15	)		(11	)		(12	)		(5	)		(38	)		(14	)
Interest income and other		(1	)		1			9			1			9			4
Interest expense, net of capitalized interest		(72	)		(65	)		(67	)		(79	)		(204	)		(236	)
Loss on debt extinguishment		(276	)		—			—			—			(276	)		—
Earnings before income taxes		980			972			387			566			2,339			2,788
Income taxes		(209	)		(184	)		(77	)		(84	)		(470	)		(597	)
Net earnings	$	771		$	788		$	310		$	482		$	1,869		$	2,191

Per Share Information

	Q1		Q2		Q3				Year-to-Date
	March 31, 2022		June 30, 2022		Sept 30, 2022		Sept 30, 2021		Sept 30, 2022		Sept 30, 2021
Earnings per share, basic and diluted	$	1.03	$	1.06	$	0.42	$	0.64	$	2.51	$	2.92
Dividends paid per common share	$	1.63	$	0.18	$	0.18	$	0.17	$	1.99	$	0.51
Weighted average shares outstanding (in thousands):
Basic		747,507		744,542		740,058		750,105		743,990		749,657
Diluted		748,823		745,582		740,975		751,443		745,081		750,999
Common shares outstanding at end of period (in thousands)		745,442		741,738		737,547		749,037		737,547		749,037

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

	Q1		Q2			Q3						Year-to-Date
in millions	March 31, 2022		June 30, 2022			Sept 30, 2022			Sept 30, 2021			Sept 30, 2022			Sept 30, 2021
Net earnings	$	771	$	788		$	310		$	482		$	1,869		$	2,191
Non-operating pension and other post-employment benefit costs		15		11			12			5			38			14
Interest income and other		1		(1	)		(9	)		(1	)		(9	)		(4	)
Interest expense, net of capitalized interest		72		65			67			79			204			236
Loss on debt extinguishment		276		—			—			—			276			—
Income taxes		209		184			77			84			470			597
Operating income		1,344		1,047			457			649			2,848			3,034
Depreciation, depletion and amortization		122		119			119			118			360			356
Basis of real estate sold		31		39			7			11			77			62
Special items included in operating income		—		—			—			(32	)		—			(32	)
Adjusted EBITDA(1)	$	1,497	$	1,205		$	583		$	746		$	3,285		$	3,420

⁽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

Q3.2022 Analyst Package

Preliminary results (unaudited)

Special Items Included in Net Earnings (Income Tax Affected)

	Q1		Q2		Q3					Year-to-Date
in millions	March 31, 2022		June 30, 2022		Sept 30, 2022		Sept 30, 2021			Sept 30, 2022		Sept 30, 2021
Net earnings	$	771	$	788	$	310	$	482		$	1,869	$	2,191
Gain on sale of timberlands		—		—		—		(32	)		—		(32	)
Loss on debt extinguishment(1)		207		—		—		—			207		—
Net earnings before special items(2)	$	978	$	788	$	310	$	450		$	2,076	$	2,159

	Q1		Q2		Q3					Year-to-Date
	March 31, 2022		June 30, 2022		Sept 30, 2022		Sept 30, 2021			Sept 30, 2022		Sept 30, 2021
Net earnings per diluted share	$	1.03	$	1.06	$	0.42	$	0.64		$	2.51	$	2.92
Gain on sale of timberlands		—		—		—		(0.04	)		—		(0.04	)
Loss on debt extinguishment(1)		0.28		—		—		—			0.28		—
Net earnings per diluted share before special items(2)	$	1.31	$	1.06	$	0.42	$	0.60		$	2.79	$	2.88

⁽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

	Q1		Q2		Q3				Year-to-Date
in millions	March 31, 2022		June 30, 2022		Sept 30, 2022		Sept 30, 2021		Sept 30, 2022		Sept 30, 2021
Pension and post-employment costs:
Pension and post-employment service costs	$	10	$	8	$	9	$	11	$	27	$	32
Non-operating pension and other post-employment benefit costs		15		11		12		5		38		14
Total company pension and post-employment costs	$	25	$	19	$	21	$	16	$	65	$	46

Page 2 of 8

Weyerhaeuser Company

Q3.2022 Analyst Package

Preliminary results (unaudited)

Consolidated Balance Sheet

in millions	March 31, 2022		June 30, 2022		September 30, 2022		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	1,205	$	1,723	$	1,920	$	1,879
Receivables, net		745		547		425		507
Receivables for taxes		8		6		15		24
Inventories		611		571		542		520
Prepaid expenses and other current assets		206		165		146		205
Total current assets		2,775		3,012		3,048		3,135
Property and equipment, net		2,026		2,000		1,997		2,057
Construction in progress		203		233		245		175
Timber and timberlands at cost, less depletion		11,469		11,706		11,681		11,510
Minerals and mineral rights, less depletion		252		248		245		255
Deferred tax assets		15		11		10		17
Other assets		376		370		364		503
Total assets	$	17,116	$	17,580	$	17,590	$	17,652
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	—	$	—	$	118	$	—
Accounts payable		310		283		272		281
Accrued liabilities		674		658		664		673
Total current liabilities		984		941		1,054		954
Long-term debt, net		5,053		5,053		4,935		5,099
Deferred tax liabilities		66		83		89		46
Deferred pension and other post-employment benefits		432		347		335		440
Other liabilities		344		340		339		346
Total liabilities		6,879		6,764		6,752		6,885
Total equity		10,237		10,816		10,838		10,767
Total liabilities and equity	$	17,116	$	17,580	$	17,590	$	17,652

Page 3 of 8

Weyerhaeuser Company

Q3.2022 Analyst Package

Preliminary results (unaudited)

Consolidated Statement of Cash Flows

	Q1			Q2			Q3						Year-to-Date
in millions	March 31, 2022			June 30, 2022			Sept 30, 2022			Sept 30, 2021			Sept 30, 2022			Sept 30, 2021
Cash flows from operations:
Net earnings	$	771		$	788		$	310		$	482		$	1,869		$	2,191
Noncash charges (credits) to earnings:
Depreciation, depletion and amortization		122			119			119			118			360			356
Basis of real estate sold		31			39			7			11			77			62
Deferred income taxes, net		14			—			3			(3	)		17			16
Pension and other post-employment benefits		25			19			21			16			65			46
Share-based compensation expense		8			9			8			8			25			23
Gain on sale of timberlands		—			—			—			(32	)		—			(32	)
Loss on debt extinguishment		276			—			—			—			276			—
Change in:
Receivables, net		(238	)		198			121			205			81			(47	)
Receivables and payables for taxes		110			(83	)		(12	)		(143	)		15			93
Inventories		(87	)		29			28			(4	)		(30	)		(55	)
Prepaid expenses and other current assets		(1	)		(2	)		(4	)		(20	)		(7	)		(21	)
Accounts payable and accrued liabilities		(62	)		47			(8	)		51			(23	)		116
Pension and post-employment benefit contributions and payments		(4	)		(10	)		(5	)		(23	)		(19	)		(56	)
Other		(8	)		(7	)		(26	)		(7	)		(41	)		(27	)
Net cash from operations	$	957		$	1,146		$	562		$	659		$	2,665		$	2,665
Cash flows from investing activities:
Capital expenditures for property and equipment	$	(50	)	$	(71	)	$	(86	)	$	(91	)	$	(207	)	$	(184	)
Capital expenditures for timberlands reforestation		(20	)		(10	)		(8	)		(7	)		(38	)		(39	)
Acquisition of timberlands		(18	)		(265	)		(3	)		—			(286	)		(149	)
Proceeds from sale of timberlands		—			—			—			261			—			261
Other		1			—			—			2			1			3
Net cash from investing activities	$	(87	)	$	(346	)	$	(97	)	$	165		$	(530	)	$	(108	)
Cash flows from financing activities:
Cash dividends on common shares	$	(1,218	)	$	(134	)	$	(133	)	$	(127	)	$	(1,485	)	$	(382	)
Net proceeds from issuance of long-term debt		881			—			—			—			881			—
Payments on long-term debt		(1,203	)		—			—			—			(1,203	)		(225	)
Proceeds from exercise of stock options		12			2			1			1			15			46
Repurchases of common shares		(118	)		(141	)		(143	)		(26	)		(402	)		(26	)
Other		(18	)		(1	)		(1	)		(3	)		(20	)		(19	)
Net cash from financing activities	$	(1,664	)	$	(274	)	$	(276	)	$	(155	)	$	(2,214	)	$	(606	)
Net change in cash, cash equivalents and restricted cash	$	(794	)	$	526		$	189		$	669		$	(79	)	$	1,951
Cash, cash equivalents and restricted cash at beginning of period		1,999			1,205			1,731			1,777			1,999			495
Cash, cash equivalents and restricted cash at end of period	$	1,205		$	1,731		$	1,920		$	2,446		$	1,920		$	2,446
Cash paid during the period for:
Interest, net of amounts capitalized	$	78		$	71		$	62		$	83		$	211		$	237
Income taxes, net of refunds	$	85		$	269		$	92		$	231		$	446		$	494

Page 4 of 8

Weyerhaeuser Company Timberlands Segment

Q3.2022 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions	Q1.2022			Q2.2022			Q3.2022			Q3.2021			YTD.2022			YTD.2021
Sales to unaffiliated customers	$	465		$	515		$	441		$	423		$	1,421		$	1,207
Intersegment sales		161			156			133			129			450			399
Total net sales		626			671			574			552			1,871			1,606
Costs of sales		423			495			442			428			1,360			1,218
Gross margin		203			176			132			124			511			388
Selling expenses		—			—			1			1			1			1
General and administrative expenses		24			24			25			23			73			69
Other operating income, net		(3	)		(1	)		(1	)		(33	)		(5	)		(36	)
Operating income and Net contribution to earnings	$	182		$	153		$	107		$	133		$	442		$	354

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

in millions	Q1.2022		Q2.2022		Q3.2022		Q3.2021			YTD.2022		YTD.2021
Operating income	$	182	$	153	$	107	$	133		$	442	$	354
Depreciation, depletion and amortization		65		66		61		64			192		195
Special items		—		—		—		(32	)		—		(32	)
Adjusted EBITDA(1)	$	247	$	219	$	168	$	165		$	634	$	517

⁽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	Q1.2022		Q2.2022		Q3.2022		Q3.2021		YTD.2022		YTD.2021
Gain on sale of timberlands	$	—	$	—	$	—	$	32	$	—	$	32

Selected Segment Items

in millions	Q1.2022			Q2.2022			Q3.2022			Q3.2021			YTD.2022			YTD.2021
Total decrease (increase) in working capital(2)	$	(34	)	$	57		$	14		$	1		$	37		$	(10	)
Cash spent for capital expenditures(3)	$	(30	)	$	(23	)	$	(22	)	$	(27	)	$	(75	)	$	(76	)

⁽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⁾

		Q1.2022		Q2.2022		Q3.2022		Q3.2021		YTD.2022		YTD.2021
Third Party	Delivered logs:
Net Sales	West	$	259	$	308	$	224	$	226	$	791	$	649
(millions)	South		154		160		166		153		480		429
	North		15		10		15		13		40		38
	Total delivered logs		428		478		405		392		1,311		1,116
	Stumpage and pay-as-cut timber		9		11		10		9		30		22
	Recreational and other lease revenue		17		16		18		16		51		48
	Other revenue		11		10		8		6		29		21
	Total	$	465	$	515	$	441	$	423	$	1,421	$	1,207
Delivered Logs	West	$	161.29	$	173.35	$	158.59	$	145.64	$	164.97	$	138.06
Third Party Sales	South	$	37.15	$	38.47	$	38.59	$	35.56	$	38.08	$	35.08
Realizations (per ton)	North	$	72.79	$	83.93	$	83.84	$	64.93	$	79.26	$	65.97
Delivered Logs	West		1,604		1,778		1,411		1,555		4,793		4,702
Third Party Sales	South		4,135		4,167		4,310		4,304		12,612		12,236
Volumes (tons, thousands)	North		210		118		177		195		505		571
Fee Harvest Volumes	West		2,240		2,085		1,760		1,930		6,085		6,130
(tons, thousands)	South		5,842		6,159		6,112		5,912		18,113		17,144
	North		278		180		245		264		703		800

⁽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

Q3.2022 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions	Q1.2022		Q2.2022		Q3.2022		Q3.2021		YTD.2022		YTD.2021
Net sales	$	128	$	117	$	68	$	69	$	313	$	285
Costs of sales		41		45		14		18		100		93
Gross margin		87		72		54		51		213		192
General and administrative expenses		6		7		6		6		19		18
Operating income and Net contribution to earnings	$	81	$	65	$	48	$	45	$	194	$	174

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

in millions	Q1.2022		Q2.2022		Q3.2022		Q3.2021		YTD.2022		YTD.2021
Operating income	$	81	$	65	$	48	$	45	$	194	$	174
Depreciation, depletion and amortization		4		3		5		4		12		11
Basis of real estate sold		31		39		7		11		77		62
Adjusted EBITDA(1)	$	116	$	107	$	60	$	60	$	283	$	247

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

Selected Segment Items

in millions

Q1.2022

Q2.2022

Q3.2022

Q3.2021

YTD.2022

YTD.2021

Cash spent for capital expenditures

$

—

$

—

$

—

$

—

$

—

$

—

Segment Statistics

		Q1.2022			Q2.2022			Q3.2022			Q3.2021			YTD.2022			YTD.2021
Net Sales	Real Estate	$	97		$	90		$	30		$	45		$	217		$	212
(millions)	Energy and Natural Resources		31			27			38			24			96			73
	Total	$	128		$	117		$	68		$	69		$	313		$	285
Acres Sold	Real Estate		24,126			26,906			5,014			11,037			56,046			48,907
Price per Acre	Real Estate	$	3,785		$	3,215		$	5,046		$	4,005		$	3,624		$	3,632
Basis as a Percent of Real Estate Net Sales	Real Estate		32	%		43	%		23	%		24	%		35	%		29	%

Page 6 of 8

Weyerhaeuser Company Wood Products Segment

Q3.2022 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions	Q1.2022		Q2.2022		Q3.2022		Q3.2021		YTD.2022		YTD.2021
Net sales	$	2,519	$	2,341	$	1,767	$	1,853	$	6,627	$	6,503
Costs of sales		1,276		1,414		1,360		1,270		4,050		3,623
Gross margin		1,243		927		407		583		2,577		2,880
Selling expenses		21		21		22		21		64		61
General and administrative expenses		35		35		36		34		106		104
Other operating costs, net		5		8		5		11		18		20
Operating income and Net contribution to earnings	$	1,182	$	863	$	344	$	517	$	2,389	$	2,695

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

in millions	Q1.2022		Q2.2022		Q3.2022		Q3.2021		YTD.2022		YTD.2021
Operating income	$	1,182	$	863	$	344	$	517	$	2,389	$	2,695
Depreciation, depletion and amortization		51		49		51		48		151		145
Adjusted EBITDA(1)	$	1,233	$	912	$	395	$	565	$	2,540	$	2,840

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

Selected Segment Items

in millions	Q1.2022			Q2.2022			Q3.2022			Q3.2021			YTD.2022			YTD.2021
Total decrease (increase) in working capital(2)	$	(371	)	$	205		$	136		$	249		$	(30	)	$	(12	)
Cash spent for capital expenditures	$	(39	)	$	(56	)	$	(68	)	$	(70	)	$	(163	)	$	(146	)

⁽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		Q1.2022		Q2.2022		Q3.2022		Q3.2021		YTD.2022		YTD.2021
Structural Lumber	Third party net sales	$	1,206	$	998	$	676	$	681	$	2,880	$	3,020
(volumes presented	Third party sales realizations	$	1,041	$	776	$	556	$	516	$	786	$	812
in board feet)	Third party sales volumes(3)		1,157		1,289		1,216		1,320		3,662		3,717
	Production volumes		1,203		1,232		1,140		1,222		3,575		3,667
Oriented Strand	Third party net sales	$	564	$	497	$	287	$	470	$	1,348	$	1,513
Board	Third party sales realizations	$	787	$	676	$	401	$	691	$	622	$	735
(volumes presented	Third party sales volumes(3)		717		735		715		681		2,167		2,058
in square feet 3/8")	Production volumes		739		758		735		715		2,232		2,140
Engineered Solid	Third party net sales	$	196	$	247	$	233	$	183	$	676	$	491
Section	Third party sales realizations	$	3,433	$	3,863	$	3,946	$	3,092	$	3,754	$	2,628
(volumes presented	Third party sales volumes(3)		5.7		6.4		5.9		5.9		18.0		18.7
in cubic feet)	Production volumes		5.7		6.4		6.0		5.8		18.1		18.0
Engineered	Third party net sales	$	137	$	168	$	166	$	128	$	471	$	315
I-joists	Third party sales realizations	$	2,969	$	3,432	$	3,525	$	2,600	$	3,312	$	2,119
(volumes presented	Third party sales volumes(3)		46		49		47		49		142		149
in lineal feet)	Production volumes		44		50		47		49		141		144
Softwood Plywood	Third party net sales	$	58	$	53	$	47	$	45	$	158	$	170
(volumes presented	Third party sales realizations	$	783	$	746	$	632	$	653	$	720	$	710
in square feet 3/8")	Third party sales volumes(3)		75		70		74		69		219		240
	Production volumes		66		67		64		61		197		203
Medium Density	Third party net sales	$	48	$	53	$	50	$	52	$	151	$	143
Fiberboard	Third party sales realizations	$	1,082	$	1,174	$	1,274	$	943	$	1,173	$	885
(volumes presented	Third party sales volumes(3)		44		45		40		55		129		162
in square feet 3/4")	Production volumes		44		48		38		55		130		163

⁽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

Q3.2022 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	Q1.2022			Q2.2022			Q3.2022			Q3.2021			YTD.2022			YTD.2021
Unallocated corporate function and variable compensation expense	$	(31	)	$	(36	)	$	(36	)	$	(33	)	$	(103	)	$	(94	)
Liability classified share-based compensation		1			2			2			(1	)		5			(2	)
Foreign exchange gain		—			3			9			5			12			2
Elimination of intersegment profit in inventory and LIFO		(59	)		18			2			12			(39	)		(33	)
Other, net		(12	)		(21	)		(19	)		(29	)		(52	)		(62	)
Operating loss		(101	)		(34	)		(42	)		(46	)		(177	)		(189	)
Non-operating pension and other post-employment benefit costs		(15	)		(11	)		(12	)		(5	)		(38	)		(14	)
Interest income and other		(1	)		1			9			1			9			4
Net charge to earnings	$	(117	)	$	(44	)	$	(45	)	$	(50	)	$	(206	)	$	(199	)

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

in millions	Q1.2022			Q2.2022			Q3.2022			Q3.2021			YTD.2022			YTD.2021
Operating loss	$	(101	)	$	(34	)	$	(42	)	$	(46	)	$	(177	)	$	(189	)
Depreciation, depletion and amortization		2			1			2			2			5			5
Adjusted EBITDA(1)	$	(99	)	$	(33	)	$	(40	)	$	(44	)	$	(172	)	$	(184	)

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

Unallocated Selected Items

in millions	Q1.2022			Q2.2022			Q3.2022			Q3.2021			YTD.2022			YTD.2021
Cash spent for capital expenditures	$	(1	)	$	(2	)	$	(4	)	$	(1	)	$	(7	)	$	(1	)

Page 8 of 8

XML

Document and Entity Information	Oct. 27, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 27, 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