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 27, 2023

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 27, 2023, Weyerhaeuser Company issued a press release announcing its financial results for the quarter ended March 31, 2023. 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 27, 2023 reporting results of operations for the quarter ended March 31, 2023.
99.2	Exhibit to press release of Weyerhaeuser Company issued April 27, 2023.
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 Financial and Accounting Officer)

Date: April 27, 2023

EX-99

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 $151 million, or $0.21 per diluted share

•Generated Adjusted EBITDA of $395 million, a 7 percent increase compared with fourth quarter 2022

•Returned approximately $800 million in cash to shareholders through base and supplemental dividends

•Increased quarterly base dividend by 5.6 percent

SEATTLE,April 27, 2023 – Weyerhaeuser Company(NYSE: WY) today reported first quarter net earnings of$151 million, or 21 centsper diluted share, on net sales of $1.9 billion. This compares with net earnings of $771 million, or $1.03per diluted share, on net sales of $3.1 billionfor the same period last year and net earnings of $11 million for the fourth quarter of 2022. There were no special items in first quarter 2023. Net earnings before special items were $978 million for the same period last year and $171 million for the fourth quarter of 2022. Adjusted EBITDA for the first quarter of 2023 was $395 millioncompared with $1.5 billionfor the same period last year and $369 million for the fourth quarter of 2022.

“I am pleased with the solid operational and financial results delivered by our teams in the first quarter," said Devin W. Stockfish, president and chief executive officer. “In addition, during the quarter we increased our base dividend by 5.6 percent and returned more than $830 million to shareholders through base and supplemental dividend payments and share repurchase activity. Looking forward, we remain constructive on the longer-term demand fundamentals that will drive growth for our businesses, notwithstanding the current macroeconomic headwinds. Our financial position is exceptionally strong, and we remain focused on driving operational excellence across our unmatched portfolio of assets and enhancing shareholder value through disciplined capital allocation.”

WEYERHAEUSER FINANCIAL HIGHLIGHTS	2022			2023		2022
(millions, except per share data)	Q4			Q1		Q1
Net sales	$	1,823		$	1,881	$	3,112
Net earnings	$	11		$	151	$	771
Net earnings per diluted share	$	0.02		$	0.21	$	1.03
Weighted average shares outstanding, diluted		737			734		749
Net earnings before special items(1)(2)	$	171		$	151	$	978
Net earnings per diluted share before special items(1)	$	0.24		$	0.21	$	1.31
Adjusted EBITDA(1)	$	369		$	395	$	1,497
Net cash from operations	$	167		$	126	$	957
Adjusted FAD(3)	$	(56	)	$	55	$	850

(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.

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(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.

TIMBERLANDS

FINANCIAL HIGHLIGHTS	2022		2023
(millions)	Q4		Q1		Change
Net sales	$	548	$	604	$	56
Net contribution to pretax earnings	$	86	$	120	$	34
Adjusted EBITDA	$	150	$	188	$	38

Q1 2023 Performance – In the West, fee harvest volumes were significantly higher than the fourth quarter which had one month of operations affected by the work stoppage. Sales volumes were significantly higher, particularly for export volumes to China. Sales realizations were lower, driven by domestic and Japanese export sales. Per unit log and haul costs were moderately lower and forestry and road costs were seasonally lower. In the South, fee harvest volumes were slightly higher and sales realizations were comparable. Per unit log and haul costs were slightly lower and forestry and road costs were slightly higher.

Q2 2023 Outlook – Weyerhaeuser anticipates second quarter earnings and Adjusted EBITDA will be approximately $20 million lower than the first quarter. In the West, the company expects moderately lower sales realizations, partially offset by significantly lower per unit log and haul costs and moderately higher fee harvest volumes. In the South, sales realizations and per unit log and haul costs are expected to be slightly lower, while fee harvest volumes are expected to be comparable. The company expects forestry and road costs in the West and South to be seasonally higher.

REAL ESTATE, ENERGY & NATURAL RESOURCES

FINANCIAL HIGHLIGHTS	2022		2023
(millions)	Q4		Q1		Change
Net sales	$	55	$	101	$	46
Net contribution to pretax earnings	$	24	$	53	$	29
Pretax charge for special items	$	10	$	—	$	(10	)
Net contribution to pretax earnings before special items	$	34	$	53	$	19
Adjusted EBITDA	$	46	$	89	$	43

Q1 2023 Performance – Earnings and Adjusted EBITDA increased from the fourth quarter due to higher real estate sales, partially offset by lower royalty income from the company’s Energy and Natural Resources business. 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 2023 Outlook – Weyerhaeuser anticipates second quarter earnings will be comparable to the first quarter and Adjusted EBITDA will be approximately $20 million lower than the first quarter due to the timing and mix of real estate sales.

WOOD PRODUCTS

FINANCIAL HIGHLIGHTS	2022		2023
(millions)	Q4		Q1		Change
Net sales	$	1,331	$	1,318	$	(13	)
Net contribution to pretax earnings	$	147	$	95	$	(52	)
Adjusted EBITDA	$	197	$	148	$	(49	)

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Q1 2023 Performance – Sales realizations for lumber and oriented strand board decreased 9 percent and 20 percent, respectively, compared with fourth quarter averages. Sales and production volumes for lumber were significantly higher than the fourth quarter which had one month of operations affected by the work stoppage at mills in the Northwest. Unit manufacturing costs were significantly lower and log costs were comparable. For oriented strand board, sales volumes were significantly higher due to increased production and improved transportation networks. Unit manufacturing costs and fiber costs were both moderately lower. Sales realizations and sales volumes were lower for most engineered wood products due to softening demand. Raw material costs were lower, primarily for oriented strand board webstock.

Q2 2023 Outlook – Weyerhaeuser anticipates second quarter earnings and Adjusted EBITDA will be slightly higher than the first quarter, excluding the effect of changes in average sales realizations for lumber and oriented strand board. For lumber, the company expects higher sales volumes and moderately lower log costs and unit manufacturing costs. For oriented strand board, the company anticipates comparable sales volumes, slightly lower fiber costs and moderately higher unit manufacturing costs. Sales volumes are expected to be significantly higher and raw material costs are expected to be moderately lower for most engineered wood products, partially offset by moderately lower sales realizations.

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 2022, 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 28, 2023 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 28, 2023.

To join the conference call from within North America, dial 1-877-407-0792 (access code: 13734907) at least 15 minutes prior to the call. Those calling from outside North America should dial 201-689-8263 (access code: 13734907). Replays will be available for two weeks at 1-844-512-2921 (access code: 13734907) from within North America, and at 1-412-317-6671 (access code: 13734907) 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: the growth of our business and long-term demand drivers; earnings and Adjusted EBITDA for the company and for each of our businesses; fee harvest volumes, sales realizations, log and haul costs and forestry and road expenses for our Timberlands business; sales volumes, log costs and unit manufacturing costs for our lumber business; sales volumes, fiber costs and unit manufacturing costs for our oriented strand board business; and sales volumes, sales realizations and raw material costs for our engineered wood products business. 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 forward,” “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

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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;

●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;

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●changes in accounting principles; and

●other risks and uncertainties identified in our 2022 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.

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, 2022:

(millions)	Timberlands		Real Estate & ENR		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings										$	11
Interest expense, net of capitalized interest											66
Income taxes											(45	)
Net contribution (charge) to earnings	$	86	$	24	$	147	$	(225	)	$	32
Non-operating pension and other post-employment benefit costs(1)		—		—		—		216			216
Interest income and other		—		—		—		(16	)		(16	)
Operating income (loss)		86		24		147		(25	)		232
Depreciation, depletion and amortization		64		5		50		1			120
Basis of real estate sold		—		7		—		—			7
Special items included in operating income (loss)(2)		—		10		—		—			10
Adjusted EBITDA	$	150	$	46	$	197	$	(24	)	$	369

(1)Non-operating pension and other post-employment benefit costs includes a pretax special item consisting of a $205 million noncash settlement charge related to the transfer of pension plan assets and liabilities to an insurance company through the purchase of a group annuity contract.

(2)Operating income (loss) for Real Estate & ENR includes a pretax special item consisting of a $10 million noncash impairment charge related to the planned divestiture of legacy coal assets.

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The table below reconciles Adjusted EBITDA for the quarter ended March 31, 2023:

(millions)	Timberlands		Real Estate & ENR		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings										$	151
Interest expense, net of capitalized interest											66
Income taxes											22
Net contribution (charge) to earnings	$	120	$	53	$	95	$	(29	)	$	239
Non-operating pension and other post-employment benefit costs		—		—		—		9			9
Interest income and other		—		—		—		(12	)		(12	)
Operating income (loss)		120		53		95		(32	)		236
Depreciation, depletion and amortization		68		3		53		2			126
Basis of real estate sold		—		33		—		—			33
Adjusted EBITDA	$	188	$	89	$	148	$	(30	)	$	395

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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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		2023		2022
(millions)	Q4		Q1		Q1
Net earnings	$	11	$	151	$	771
Loss on debt extinguishment		—		—		207
Pension settlement charge		152		—		—
Restructuring, impairments and other charges		8		—		—
Net earnings before special items	$	171	$	151	$	978

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

	2022		2023		2022
	Q4		Q1		Q1
Net earnings per diluted share	$	0.02	$	0.21	$	1.03
Loss on debt extinguishment		—		—		0.28
Pension settlement charge		0.21		—		—
Restructuring, impairments and other charges		0.01		—		—
Net earnings per diluted share before special items	$	0.24	$	0.21	$	1.31

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			2023			2022
(millions)	Q4			Q1			Q1
Net cash from operations	$	167		$	126		$	957
Capital expenditures		(223	)		(71	)		(70	)
Adjustments to FAD(1)		—			—			(37	)
Adjusted FAD	$	(56	)	$	55		$	850

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

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EX-99

Weyerhaeuser Company Exhibit 99.2

Q1.2023 Analyst Package

Preliminary results (unaudited)

Consolidated Statement of Operations

	Q4			Q1
in millions	Dec 31, 2022			March 31, 2023			March 31, 2022
Net sales	$	1,823		$	1,881		$	3,112
Costs of sales		1,434			1,512			1,647
Gross margin		389			369			1,465
Selling expenses		23			22			23
General and administrative expenses		104			101			92
Other operating costs, net		30			10			6
Operating income		232			236			1,344
Non-operating pension and other post-employment benefit costs		(216	)		(9	)		(15	)
Interest income and other		16			12			(1	)
Interest expense, net of capitalized interest		(66	)		(66	)		(72	)
Loss on debt extinguishment		—			—			(276	)
(Loss) earnings before income taxes		(34	)		173			980
Income taxes		45			(22	)		(209	)
Net earnings	$	11		$	151		$	771

Per Share Information

	Q4		Q1
	Dec 31, 2022		March 31, 2023		March 31, 2022
Earnings per share
Basic	$	0.02	$	0.21	$	1.03
Diluted	$	0.02	$	0.21	$	1.03
Dividends paid per common share	$	0.18	$	1.09	$	1.63
Weighted average shares outstanding (in thousands):
Basic		735,715		733,163		747,507
Diluted		736,640		733,546		748,823
Common shares outstanding at end of period (in thousands)		732,794		732,507		745,442

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

	Q4			Q1
in millions	Dec 31, 2022			March 31, 2023			March 31, 2022
Net earnings	$	11		$	151		$	771
Non-operating pension and other post-employment benefit costs		216			9			15
Interest income and other		(16	)		(12	)		1
Interest expense, net of capitalized interest		66			66			72
Loss on debt extinguishment		—			—			276
Income taxes		(45	)		22			209
Operating income		232			236			1,344
Depreciation, depletion and amortization		120			126			122
Basis of real estate sold		7			33			31
Special items included in operating income		10			—			—
Adjusted EBITDA(1)	$	369		$	395		$	1,497

(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

Q1.2023 Analyst Package

Preliminary results (unaudited)

Special Items Included in Net Earnings (Income Tax Affected)

	Q4		Q1
in millions	Dec 31, 2022		March 31, 2023		March 31, 2022
Net earnings	$	11	$	151	$	771
Loss on debt extinguishment(1)		—		—		207
Pension settlement charge		152		—		—
Restructuring, impairments and other charges		8		—		—
Net earnings before special items(2)	$	171	$	151	$	978

	Q4		Q1
	Dec 31, 2022		March 31, 2023		March 31, 2022
Net earnings per diluted share	$	0.02	$	0.21	$	1.03
Loss on debt extinguishment(1)		—		—		0.28
Pension settlement charge		0.21		—		—
Restructuring, impairments and other charges		0.01		—		—
Net earnings per diluted share before special items(2)	$	0.24	$	0.21	$	1.31

(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	Dec 31, 2022		March 31, 2023		March 31, 2022
Pension and post-employment costs:
Pension and post-employment service costs	$	9	$	6	$	10
Non-operating pension and other post-employment benefit costs		216		9		15
Total company pension and post-employment costs	$	225	$	15	$	25

Page 2 of 8

Weyerhaeuser Company

Q1.2023 Analyst Package

Preliminary results (unaudited)

Condensed Consolidated Balance Sheet

in millions	December 31, 2022		March 31,  2023		March 31,  2022
ASSETS
Current assets:
Cash and cash equivalents	$	1,581	$	797	$	1,205
Receivables, net		357		440		745
Receivables for taxes		42		28		8
Inventories		550		586		611
Prepaid expenses and other current assets		216		202		206
Total current assets		2,746		2,053		2,775
Property and equipment, net		2,171		2,157		2,026
Construction in progress		222		222		203
Timber and timberlands at cost, less depletion		11,604		11,564		11,469
Minerals and mineral rights, less depletion		214		211		252
Deferred tax assets		8		8		15
Other assets		375		365		376
Total assets	$	17,340	$	16,580	$	17,116
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	982	$	981	$	—
Accounts payable		247		266		310
Accrued liabilities		511		403		674
Total current liabilities		1,740		1,650		984
Long-term debt, net		4,071		4,072		5,053
Deferred tax liabilities		96		101		66
Deferred pension and other post-employment benefits		344		346		432
Other liabilities		340		335		344
Total liabilities		6,591		6,504		6,879
Total equity		10,749		10,076		10,237
Total liabilities and equity	$	17,340	$	16,580	$	17,116

Page 3 of 8

Weyerhaeuser Company

Q1.2023 Analyst Package

Preliminary results (unaudited)

Consolidated Statement of Cash Flows

	Q4			Q1
in millions	December 31, 2022			March 31, 2023			March 31, 2022
Cash flows from operations:
Net earnings	$	11		$	151		$	771
Noncash charges (credits) to earnings:
Depreciation, depletion and amortization		120			126			122
Basis of real estate sold		7			33			31
Deferred income taxes, net		(47	)		3			14
Pension and other post-employment benefits		225			15			25
Share-based compensation expense		8			8			8
Loss on debt extinguishment		—			—			276
Change in:
Receivables, net		68			(83	)		(238	)
Receivables and payables for taxes		(116	)		14			110
Inventories		(7	)		(36	)		(87	)
Prepaid expenses and other current assets		(5	)		(9	)		(1	)
Accounts payable and accrued liabilities		(88	)		(87	)		(62	)
Pension and post-employment benefit contributions and payments		(5	)		(6	)		(4	)
Other		(4	)		(3	)		(8	)
Net cash from operations	$	167		$	126		$	957
Cash flows from investing activities:
Capital expenditures for property and equipment	$	(208	)	$	(50	)	$	(50	)
Capital expenditures for timberlands reforestation		(15	)		(21	)		(20	)
Acquisition of timberlands		(9	)		—			(18	)
Other		3			2			1
Net cash from investing activities	$	(229	)	$	(69	)	$	(87	)
Cash flows from financing activities:
Cash dividends on common shares	$	(132	)	$	(799	)	$	(1,218	)
Net proceeds from issuance of long-term debt		—			—			881
Payments on long-term debt		—			—			(1,203	)
Proceeds from exercise of stock options		1			2			12
Repurchases of common shares		(141	)		(34	)		(118	)
Other		(5	)		(10	)		(18	)
Net cash from financing activities	$	(277	)	$	(841	)	$	(1,664	)
Net change in cash, cash equivalents and restricted cash	$	(339	)	$	(784	)	$	(794	)
Cash, cash equivalents and restricted cash at beginning of period		1,920			1,581			1,999
Cash, cash equivalents and restricted cash at end of period	$	1,581		$	797		$	1,205
Cash paid during the period for:
Interest, net of amounts capitalized	$	72		$	57		$	78
Income taxes, net of refunds	$	120		$	6		$	85

Page 4 of 8

Weyerhaeuser Company Timberlands Segment

Q1.2023 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions	Q4.2022		Q1.2023			Q1.2022
Sales to unaffiliated customers	$	437	$	462		$	465
Intersegment sales		111		142			161
Total net sales		548		604			626
Costs of sales		436		461			423
Gross margin		112		143			203
General and administrative expenses		25		25			24
Other operating costs (income), net		1		(2	)		(3	)
Operating income and Net contribution to earnings	$	86	$	120		$	182

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

in millions	Q4.2022		Q1.2023		Q1.2022
Operating income	$	86	$	120	$	182
Depreciation, depletion and amortization		64		68		65
Adjusted EBITDA(1)	$	150	$	188	$	247

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

Selected Segment Items

in millions	Q4.2022			Q1.2023			Q1.2022
Total increase in working capital(2)	$	(28	)	$	(24	)	$	(34	)
Cash spent for capital expenditures(3)	$	(38	)	$	(26	)	$	(30	)

(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)

		Q4.2022		Q1.2023		Q1.2022
Third Party	Delivered logs:
Net Sales	West	$	213	$	229	$	259
(millions)	South		165		168		154
	North		16		17		15
	Total delivered logs		394		414		428
	Stumpage and pay-as-cut timber		16		16		9
	Recreational and other lease revenue		17		18		17
	Other revenue		10		14		11
	Total	$	437	$	462	$	465
Delivered Logs	West	$	141.88	$	137.10	$	161.29
Third Party Sales	South	$	38.67	$	38.23	$	37.15
Realizations (per ton)	North	$	80.57	$	81.71	$	72.79
Delivered Logs	West		1,503		1,674		1,604
Third Party Sales	South		4,252		4,386		4,135
Volumes (tons, thousands)	North		202		204		210
Fee Harvest Volumes	West		1,773		2,245		2,240
(tons, thousands)	South		6,216		6,432		5,842
	North		271		285		278

(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

Q1.2023 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions	Q4.2022		Q1.2023		Q1.2022
Net sales	$	55	$	101	$	128
Costs of sales		13		41		41
Gross margin		42		60		87
General and administrative expenses		8		7		6
Other operating costs, net		10		—		—
Operating income and Net contribution to earnings	$	24	$	53	$	81

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

in millions	Q4.2022		Q1.2023		Q1.2022
Operating income	$	24	$	53	$	81
Depreciation, depletion and amortization		5		3		4
Basis of real estate sold		7		33		31
Special items		10		—		—
Adjusted EBITDA(1)	$	46	$	89	$	116

(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	Q4.2022			Q1.2023		Q1.2022
Restructuring, impairments and other charges	$	(10	)	$	—	$	—

Selected Segment Items

in millions	Q4.2022		Q1.2023		Q1.2022
Cash spent for capital expenditures	$	—	$	—	$	—

Segment Statistics

		Q4.2022			Q1.2023			Q1.2022
Net Sales	Real Estate	$	18		$	72		$	97
(millions)	Energy and Natural Resources		37			29			31
	Total	$	55		$	101		$	128
Acres Sold	Real Estate		2,745			20,753			24,126
Price per Acre	Real Estate	$	5,550		$	3,241		$	3,785
Basis as a Percent of Real Estate Net Sales	Real Estate		39	%		46	%		32	%

Page 6 of 8

Weyerhaeuser Company Wood Products Segment

Q1.2023 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions	Q4.2022		Q1.2023		Q1.2022
Net sales	$	1,331	$	1,318	$	2,519
Costs of sales		1,116		1,159		1,276
Gross margin		215		159		1,243
Selling expenses		22		22		21
General and administrative expenses		36		36		35
Other operating costs, net		10		6		5
Operating income and Net contribution to earnings	$	147	$	95	$	1,182

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

in millions	Q4.2022		Q1.2023		Q1.2022
Operating income	$	147	$	95	$	1,182
Depreciation, depletion and amortization		50		53		51
Adjusted EBITDA(1)	$	197	$	148	$	1,233

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

Selected Segment Items

in millions	Q4.2022			Q1.2023			Q1.2022
Total decrease (increase) in working capital(2)	$	20		$	(127	)	$	(371	)
Cash spent for capital expenditures	$	(184	)	$	(43	)	$	(39	)

(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		Q4.2022		Q1.2023		Q1.2022
Structural Lumber	Third party net sales	$	494	$	515	$	1,206
(volumes presented	Third party sales realizations	$	495	$	450	$	1,041
in board feet)	Third party sales volumes(3)		996		1,144		1,157
	Production volumes		938		1,143		1,203
Oriented Strand	Third party net sales	$	230	$	208	$	564
Board	Third party sales realizations	$	335	$	269	$	787
(volumes presented	Third party sales volumes(3)		686		773		717
in square feet 3/8")	Production volumes		729		761		739
Engineered Solid	Third party net sales	$	186	$	169	$	196
Section	Third party sales realizations	$	3,743	$	3,643	$	3,433
(volumes presented	Third party sales volumes(3)		5.0		4.7		5.7
in cubic feet)	Production volumes		5.5		4.6		5.7
Engineered	Third party net sales	$	102	$	87	$	137
I-joists	Third party sales realizations	$	3,537	$	3,171	$	2,969
(volumes presented	Third party sales volumes(3)		29		27		46
in lineal feet)	Production volumes		31		25		44
Softwood Plywood	Third party net sales	$	35	$	41	$	58
(volumes presented	Third party sales realizations	$	543	$	490	$	783
in square feet 3/8")	Third party sales volumes(3)		66		83		75
	Production volumes		62		74		66
Medium Density	Third party net sales	$	41	$	38	$	48
Fiberboard	Third party sales realizations	$	1,310	$	1,314	$	1,082
(volumes presented	Third party sales volumes(3)		31		29		44
in square feet 3/4")	Production volumes		31		34		44

(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

Q1.2023 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 and interest income and other.

Net Charge to Earnings

in millions	Q4.2022			Q1.2023			Q1.2022
Unallocated corporate function and variable compensation expense	$	(36	)	$	(27	)	$	(31	)
Liability classified share-based compensation		(1	)		—			1
Foreign exchange loss		(2	)		(1	)		—
Elimination of intersegment profit in inventory and LIFO		18			9			(59	)
Other, net		(4	)		(13	)		(12	)
Operating loss		(25	)		(32	)		(101	)
Non-operating pension and other post-employment benefit costs		(216	)		(9	)		(15	)
Interest income and other		16			12			(1	)
Net charge to earnings	$	(225	)	$	(29	)	$	(117	)

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

in millions	Q4.2022			Q1.2023			Q1.2022
Operating loss	$	(25	)	$	(32	)	$	(101	)
Depreciation, depletion and amortization		1			2			2
Adjusted EBITDA(1)	$	(24	)	$	(30	)	$	(99	)

(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	Q4.2022			Q1.2023		Q1.2022
Pension settlement charge	$	(205	)	$	—	$	—
Special items included in net charge to earnings	$	(205	)	$	—	$	—

Unallocated Selected Items

in millions	Q4.2022			Q1.2023			Q1.2022
Cash spent for capital expenditures	$	(1	)	$	(2	)	$	(1	)

Page 8 of 8

XML

Document and Entity Information	Apr. 27, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 27, 2023
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