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): July 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 July 27, 2023, Weyerhaeuser Company issued a press release announcing its financial results for the quarter ended June 30, 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 July 27, 2023 reporting results of operations for the quarter ended June 30, 2023.
99.2	Exhibit to press release of Weyerhaeuser Company issued July 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: July 27, 2023

EX-99.1

EXHIBIT 99.1

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

Weyerhaeuser Reports Second Quarter Results

•Achieved net earnings of $230 million, or $0.31 per diluted share, and net earnings before special items of $238 million, or $0.32 per diluted share

•Generated Adjusted EBITDA of $469 million, a 19 percent increase compared with first quarter 2023

•Completed strategic timberlands acquisition in Mississippi in July 2023

SEATTLE, July 27, 2023 – Weyerhaeuser Company(NYSE: WY) today reported second quarter net earnings of$230 million, or 31 centsper diluted share, on net sales of $2.0 billion. This compares with net earnings of $788 million, or $1.06per diluted share, on net sales of $3.0 billion for the same period last year and net earnings of $151 million for first quarter 2023. Excluding an after-tax charge of $8 million for special items, the company reported second quarter net earnings of $238 million, or 32 cents per diluted share. There were no special items in second quarter 2022 or first quarter 2023. Adjusted EBITDA for second quarter 2023 was $469 millioncompared with $1.2 billionfor the same period last year and $395 million for first quarter 2023.

In July, Weyerhaeuser acquired 22 thousand acres of timberlands in Mississippi for approximately $60 million. These highly productive timberlands are strategically located to deliver immediate synergies with existing Weyerhaeuser operations and offer incremental real estate and natural climate solutions opportunities.

"In the second quarter, our teams delivered solid results across each of our businesses,” said Devin W. Stockfish, president and chief executive officer. “In addition, we continue to make meaningful progress towards our multi-year growth targets with the recent acquisition of high-quality timberlands in Mississippi. Looking forward, we are encouraged by recent improvements in the housing market, and maintain a favorable longer-term outlook for the demand fundamentals that will drive growth for our businesses. Our financial position is exceptionally strong, and we remain focused on delivering operational excellence across our unmatched portfolio of assets and enhancing shareholder value through disciplined capital allocation."

WEYERHAEUSER FINANCIAL HIGHLIGHTS	2023		2023		2022
(millions, except per share data)	Q1		Q2		Q2
Net sales	$	1,881	$	1,997	$	2,973
Net earnings	$	151	$	230	$	788
Net earnings per diluted share	$	0.21	$	0.31	$	1.06
Weighted average shares outstanding, diluted		734		732		746
Net earnings before special items(1)(2)	$	151	$	238	$	788
Net earnings per diluted share before special items(1)	$	0.21	$	0.32	$	1.06
Adjusted EBITDA(1)	$	395	$	469	$	1,205
Net cash from operations	$	126	$	496	$	1,146
Adjusted FAD(3)	$	55	$	415	$	1,065

(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)Second quarter 2023 after-tax special items include an $8 million noncash environmental remediation charge. 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	2023		2023
(millions)	Q1		Q2		Change
Net sales	$	604	$	567	$	(37	)
Net contribution to pretax earnings	$	120	$	104	$	(16	)
Adjusted EBITDA	$	188	$	172	$	(16	)

Q2 2023 Performance – In the West, fee harvest volumes were slightly higher than the first quarter. Export sales realizations were lower, while domestic sales realizations were comparable. Sales volumes to China were significantly lower and domestic sales volumes were significantly higher as the company intentionally flexed logs to domestic customers to capture higher margin opportunities. Per unit log and haul costs were lower. In the South, fee harvest volumes were comparable, while sales realizations and per unit log and haul costs were slightly lower. Forestry and road costs in the West and South were seasonally higher.

Q3 2023 Outlook – Weyerhaeuser anticipates third quarter earnings and Adjusted EBITDA will be approximately $25 million lower than the second quarter. In the West, the company expects fee harvest volumes and sales realizations to be moderately lower, partially offset by improved per unit log and haul costs. In the South, sales realizations are expected to be slightly lower, while fee harvest volumes and per unit log and haul costs 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	2023		2023
(millions)	Q1		Q2		Change
Net sales	$	101	$	80	$	(21	)
Net contribution to pretax earnings	$	53	$	52	$	(1	)
Adjusted EBITDA	$	89	$	70	$	(19	)

Q2 2023 Performance – Earnings and Adjusted EBITDA decreased from the first quarter due to lower real estate sales. The number of acres sold decreased significantly due to the timing of transactions. The average price per acre was significantly higher and the average basis as a percentage of sales was significantly lower due to the mix of properties sold.

Q3 2023 Outlook – Weyerhaeuser anticipates third quarter earnings will be slightly higher than the second quarter and Adjusted EBITDA will be approximately $20 million higher than the second quarter due to the timing and mix of real estate sales. The company still expects full year 2023 Adjusted EBITDA of approximately $300 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	2023		2023
(millions)	Q1		Q2		Change
Net sales	$	1,318	$	1,500	$	182
Net contribution to pretax earnings	$	95	$	218	$	123
Adjusted EBITDA	$	148	$	270	$	122

Q2 2023 Performance – Sales realizations for lumber and oriented strand board increased 6 percent and 11 percent, respectively, compared with first quarter averages. Sales volumes for lumber were moderately higher and log costs

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were slightly lower, primarily for western logs. Unit manufacturing costs were slightly higher. For oriented strand board, sales and production volumes were moderately lower and unit manufacturing costs were moderately higher due to planned downtime for annual maintenance as well as a temporary period of unplanned downtime resulting from wildfire activity near the company’s facility in Alberta. Fiber costs were slightly lower. Sales and production volumes were significantly higher for most engineered wood products, driven by improving demand from the homebuilding segment. Unit manufacturing costs were significantly lower for solid section and I-joist products, and raw material costs were lower for all products. Sales realizations were lower for most engineered wood products. Distribution results were significantly higher due to strong sales volumes for engineered wood products.

Q3 2023 Outlook – Weyerhaeuser anticipates third quarter earnings and Adjusted EBITDA will be significantly higher than the second quarter due to higher average sales realizations for lumber and oriented strand board. Excluding the effect of those items, the company expects third quarter financial results will be slightly lower than the second quarter. For lumber, the company expects moderately higher sales volumes, moderately lower log costs and slightly lower unit manufacturing costs. For oriented strand board, the company anticipates comparable sales volumes and fiber costs and slightly higher unit manufacturing costs. For engineered wood products, the company expects slightly higher sales volumes, slightly lower sales realizations and higher raw material costs, primarily for oriented strand board webstock.

ABOUT WEYERHAEUSER

Weyerhaeuser Company, one of the world's largest private owners of timberlands, began operations in 1900. We own or control approximately 11 million acres of timberlands in the U.S. and manage additional timberlands under long-term licenses in Canada. We manage these timberlands on a sustainablebasis in compliance with internationally recognized forestry standards. We are also one of the largest manufacturers of wood products in North America. Our company is a real estate investment trust. In 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 July 28, 2023 to discuss second quarter results.

To access the live webcast and presentation online, go to the Investor Relations section on www.weyerhaeuser.com on July 28, 2023.

To join the conference call from within North America, dial 1-877-407-0792 (access code: 13734908) at least 15 minutes prior to the call. Those calling from outside North America should dial 201-689-8263 (access code: 13734908). Replays will be available for two weeks at 1-844-512-2921 (access code: 13734908) from within North America, and at 1-412-317-6671 (access code: 13734908) 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; and basis as a percentage of real estate sales in our Real Estate, Energy and Natural Resources 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 actual results to differ

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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 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

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The table below reconciles Adjusted EBITDA for the quarter ended June 30, 2023:

(millions)	Timberlands		Real Estate & ENR		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings										$	230
Interest expense, net of capitalized interest											70
Income taxes											25
Net contribution (charge) to earnings	$	104	$	52	$	218	$	(49	)	$	325
Non-operating pension and other post-employment benefit costs		—		—		—		12			12
Interest income and other		—		—		—		(18	)		(18	)
Operating income (loss)		104		52		218		(55	)		319
Depreciation, depletion and amortization		68		5		52		1			126
Basis of real estate sold		—		13		—		—			13
Special items included in operating income (loss)(1)		—		—		—		11			11
Adjusted EBITDA	$	172	$	70	$	270	$	(43	)	$	469

(1)Operating income (loss) for Unallocated Items includes a pretax special item consisting of an $11 million noncash environmental remediation charge.

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

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The table below reconciles Adjusted EBITDA for the year-to-date period ended June 30, 2023:

(millions)	Timberlands		Real Estate & ENR		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings										$	381
Interest expense, net of capitalized interest											136
Income taxes											47
Net contribution (charge) to earnings	$	224	$	105	$	313	$	(78	)	$	564
Non-operating pension and other post-employment benefit costs		—		—		—		21			21
Interest income and other		—		—		—		(30	)		(30	)
Operating income (loss)		224		105		313		(87	)		555
Depreciation, depletion and amortization		136		8		105		3			252
Basis of real estate sold		—		46		—		—			46
Special items included in operating income (loss)(1)		—		—		—		11			11
Adjusted EBITDA	$	360	$	159	$	418	$	(73	)	$	864

(1)Operating income (loss) for Unallocated Items includes a pretax special item consisting of an $11 million noncash environmental remediation charge.

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:

	2023		2023		2022
(millions)	Q1		Q2		Q2
Net earnings	$	151	$	230	$	788
Environmental remediation charge		—		8		—
Net earnings before special items	$	151	$	238	$	788

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

	2023		2023		2022
	Q1		Q2		Q2
Net earnings per diluted share	$	0.21	$	0.31	$	1.06
Environmental remediation charge		—		0.01		—
Net earnings per diluted share before special items	$	0.21	$	0.32	$	1.06

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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:

	2023			2023			2022			2023
(millions)	Q1			Q2			Q2			Q2 YTD
Net cash from operations	$	126		$	496		$	1,146		$	622
Capital expenditures		(71	)		(81	)		(81	)		(152	)
Adjusted FAD	$	55		$	415		$	1,065		$	470

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EX-99.2

Weyerhaeuser Company Exhibit 99.2

Q2.2023 Analyst Package

Preliminary results (unaudited)

Consolidated Statement of Operations

	Q1			Q2						Year-to-Date
in millions	March 31,  2023			June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Net sales	$	1,881		$	1,997		$	2,973		$	3,878		$	6,085
Costs of sales		1,512			1,528			1,789			3,040			3,436
Gross margin		369			469			1,184			838			2,649
Selling expenses		22			22			23			44			46
General and administrative expenses		101			108			102			209			194
Other operating costs, net		10			20			12			30			18
Operating income		236			319			1,047			555			2,391
Non-operating pension and other post-employment benefit costs		(9	)		(12	)		(11	)		(21	)		(26	)
Interest income and other		12			18			1			30			—
Interest expense, net of capitalized interest		(66	)		(70	)		(65	)		(136	)		(137	)
Loss on debt extinguishment		—			—			—			—			(276	)
Earnings before income taxes		173			255			972			428			1,952
Income taxes		(22	)		(25	)		(184	)		(47	)		(393	)
Net earnings	$	151		$	230		$	788		$	381		$	1,559

Per Share Information

	Q1		Q2				Year-to-Date
	March 31,  2023		June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Earnings per share, basic and diluted	$	0.21	$	0.31	$	1.06	$	0.52	$	2.09
Dividends paid per common share	$	1.09	$	0.19	$	0.18	$	1.28	$	1.81
Weighted average shares outstanding (in thousands):
Basic		733,163		732,021		744,542		732,599		746,017
Diluted		733,546		732,362		745,582		732,961		747,194
Common shares outstanding at end of period (in thousands)		732,507		730,850		741,738		730,850		741,738

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

	Q1			Q2						Year-to-Date
in millions	March 31,  2023			June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Net earnings	$	151		$	230		$	788		$	381		$	1,559
Non-operating pension and other post-employment benefit costs		9			12			11			21			26
Interest income and other		(12	)		(18	)		(1	)		(30	)		—
Interest expense, net of capitalized interest		66			70			65			136			137
Loss on debt extinguishment		—			—			—			—			276
Income taxes		22			25			184			47			393
Operating income		236			319			1,047			555			2,391
Depreciation, depletion and amortization		126			126			119			252			241
Basis of real estate sold		33			13			39			46			70
Special items included in operating income		—			11			—			11			—
Adjusted EBITDA(1)	$	395		$	469		$	1,205		$	864		$	2,702

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

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Weyerhaeuser Company Total Company Statistics

Q2.2023 Analyst Package

Preliminary results (unaudited)

Special Items Included in Net Earnings (Income Tax Affected)

	Q1		Q2				Year-to-Date
in millions	March 31,  2023		June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Net earnings	$	151	$	230	$	788	$	381	$	1,559
Loss on debt extinguishment(1)		—		—		—		—		207
Environmental remediation charge		—		8		—		8		—
Net earnings before special items(2)	$	151	$	238	$	788	$	389	$	1,766

	Q1		Q2				Year-to-Date
	March 31,  2023		June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Net earnings per diluted share	$	0.21	$	0.31	$	1.06	$	0.52	$	2.09
Loss on debt extinguishment(1)		—		—		—		—		0.28
Environmental remediation charge		—		0.01		—		0.01		—
Net earnings per diluted share before special items(2)	$	0.21	$	0.32	$	1.06	$	0.53	$	2.37

(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				Year-to-Date
in millions	March 31,  2023		June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Pension and post-employment costs:
Pension and post-employment service costs	$	6	$	5	$	8	$	11	$	18
Non-operating pension and other post-employment benefit costs		9		12		11		21		26
Total company pension and post-employment costs	$	15	$	17	$	19	$	32	$	44

Page 2 of 8

Weyerhaeuser Company

Q2.2023 Analyst Package

Preliminary results (unaudited)

Condensed Consolidated Balance Sheet

in millions	March 31,  2023		June 30, 2023		December 31,  2022
ASSETS
Current assets:
Cash and cash equivalents	$	797	$	1,095	$	1,581
Short-term investments		—		665		—
Receivables, net		440		462		357
Receivables for taxes		28		18		42
Inventories		586		539		550
Prepaid expenses and other current assets		202		188		216
Total current assets		2,053		2,967		2,746
Property and equipment, net		2,157		2,133		2,171
Construction in progress		222		260		222
Timber and timberlands at cost, less depletion		11,564		11,512		11,604
Minerals and mineral rights, less depletion		211		207		214
Deferred tax assets		8		8		8
Other assets		365		383		375
Total assets	$	16,580	$	17,470	$	17,340
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	981	$	980	$	982
Accounts payable		266		254		247
Accrued liabilities		403		473		511
Total current liabilities		1,650		1,707		1,740
Long-term debt, net		4,072		4,817		4,071
Deferred tax liabilities		101		105		96
Deferred pension and other post-employment benefits		346		348		344
Other liabilities		335		352		340
Total liabilities		6,504		7,329		6,591
Total equity		10,076		10,141		10,749
Total liabilities and equity	$	16,580	$	17,470	$	17,340

Page 3 of 8

Weyerhaeuser Company

Q2.2023 Analyst Package

Preliminary results (unaudited)

Consolidated Statement of Cash Flows

	Q1			Q2						Year-to-Date
in millions	March 31,  2023			June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Cash flows from operations:
Net earnings	$	151		$	230		$	788		$	381		$	1,559
Noncash charges (credits) to earnings:
Depreciation, depletion and amortization		126			126			119			252			241
Basis of real estate sold		33			13			39			46			70
Pension and other post-employment benefits		15			17			19			32			44
Share-based compensation expense		8			9			9			17			17
Loss on debt extinguishment		—			—			—			—			276
Other		3			(1	)		—			2			14
Change in:
Receivables, net		(83	)		(22	)		198			(105	)		(40	)
Receivables and payables for taxes		14			13			(83	)		27			27
Inventories		(36	)		50			29			14			(58	)
Prepaid expenses and other current assets		(9	)		17			(2	)		8			(3	)
Accounts payable and accrued liabilities		(87	)		57			47			(30	)		(15	)
Pension and post-employment benefit contributions and payments		(6	)		(5	)		(10	)		(11	)		(14	)
Other		(3	)		(8	)		(7	)		(11	)		(15	)
Net cash from operations	$	126		$	496		$	1,146		$	622		$	2,103
Cash flows from investing activities:
Capital expenditures for property and equipment	$	(50	)	$	(69	)	$	(71	)	$	(119	)	$	(121	)
Capital expenditures for timberlands reforestation		(21	)		(12	)		(10	)		(33	)		(30	)
Acquisition of timberlands		—			(2	)		(265	)		(2	)		(283	)
Purchase of short-term investments		—			(664	)		—			(664	)		—
Other		2			(2	)		—			—			1
Net cash from investing activities	$	(69	)	$	(749	)	$	(346	)	$	(818	)	$	(433	)
Cash flows from financing activities:
Cash dividends on common shares	$	(799	)	$	(139	)	$	(134	)	$	(938	)	$	(1,352	)
Net proceeds from issuance of long-term debt		—			743			—			743			881
Payments on long-term debt		—			—			—			—			(1,203	)
Repurchases of common shares		(34	)		(51	)		(141	)		(85	)		(259	)
Other		(8	)		(2	)		1			(10	)		(5	)
Net cash from financing activities	$	(841	)	$	551		$	(274	)	$	(290	)	$	(1,938	)
Net change in cash, cash equivalents and restricted cash	$	(784	)	$	298		$	526		$	(486	)	$	(268	)
Cash, cash equivalents and restricted cash at beginning of period		1,581			797			1,205			1,581			1,999
Cash, cash equivalents and restricted cash at end of period	$	797		$	1,095		$	1,731		$	1,095		$	1,731
Cash paid during the period for:
Interest, net of amounts capitalized	$	57		$	70		$	71		$	127		$	149
Income taxes, net of refunds	$	6		$	12		$	269		$	18		$	354

Page 4 of 8

Weyerhaeuser Company Timberlands Segment

Q2.2023 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions	Q1.2023			Q2.2023		Q2.2022			YTD.2023			YTD.2022
Sales to unaffiliated customers	$	462		$	417	$	515		$	879		$	980
Intersegment sales		142			150		156			292			317
Total net sales		604			567		671			1,171			1,297
Costs of sales		461			439		495			900			918
Gross margin		143			128		176			271			379
General and administrative expenses		25			24		24			49			48
Other operating income, net		(2	)		—		(1	)		(2	)		(4	)
Operating income and Net contribution to earnings	$	120		$	104	$	153		$	224		$	335

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

in millions	Q1.2023		Q2.2023		Q2.2022		YTD.2023		YTD.2022
Operating income	$	120	$	104	$	153	$	224	$	335
Depreciation, depletion and amortization		68		68		66		136		131
Adjusted EBITDA(1)	$	188	$	172	$	219	$	360	$	466

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

Selected Segment Items

in millions	Q1.2023			Q2.2023			Q2.2022			YTD.2023			YTD.2022
Total (increase) decrease in working capital(2)	$	(24	)	$	51		$	57		$	27		$	23
Cash spent for capital expenditures(3)	$	(26	)	$	(22	)	$	(23	)	$	(48	)	$	(53	)

(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)

		Q1.2023		Q2.2023		Q2.2022		YTD.2023		YTD.2022
Third Party	Delivered logs:
Net Sales	West	$	229	$	206	$	308	$	435	$	567
(millions)	South		168		162		160		330		314
	North		17		7		10		24		25
	Total delivered logs		414		375		478		789		906
	Stumpage and pay-as-cut timber		16		15		11		31		20
	Recreational and other lease revenue		18		17		16		35		33
	Other revenue		14		10		10		24		21
	Total	$	462	$	417	$	515	$	879	$	980
Delivered Logs	West	$	137.10	$	123.45	$	173.35	$	130.30	$	167.63
Third Party Sales	South	$	38.23	$	37.49	$	38.47	$	37.86	$	37.81
Realizations (per ton)	North	$	81.71	$	78.69	$	83.93	$	80.73	$	76.79
Delivered Logs	West		1,674		1,661		1,778		3,335		3,382
Third Party Sales	South		4,386		4,341		4,167		8,727		8,302
Volumes (tons, thousands)	North		204		98		118		302		328
Fee Harvest Volumes	West		2,245		2,292		2,085		4,537		4,325
(tons, thousands)	South		6,432		6,430		6,159		12,862		12,001
	North		285		175		180		460		458

(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

Q2.2023 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions	Q1.2023		Q2.2023		Q2.2022		YTD.2023		YTD.2022
Net sales	$	101	$	80	$	117	$	181	$	245
Costs of sales		41		21		45		62		86
Gross margin		60		59		72		119		159
General and administrative expenses		7		7		7		14		13
Operating income and Net contribution to earnings	$	53	$	52	$	65	$	105	$	146

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

in millions	Q1.2023		Q2.2023		Q2.2022		YTD.2023		YTD.2022
Operating income	$	53	$	52	$	65	$	105	$	146
Depreciation, depletion and amortization		3		5		3		8		7
Basis of real estate sold		33		13		39		46		70
Adjusted EBITDA(1)	$	89	$	70	$	107	$	159	$	223

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

Selected Segment Items

in millions	Q1.2023		Q2.2023		Q2.2022		YTD.2023		YTD.2022
Cash spent for capital expenditures	$	—	$	—	$	—	$	—	$	—

Segment Statistics

		Q1.2023			Q2.2023			Q2.2022			YTD.2023			YTD.2022
Net Sales	Real Estate	$	72		$	47		$	90		$	119		$	187
(millions)	Energy and Natural Resources		29			33			27			62			58
	Total	$	101		$	80		$	117		$	181		$	245
Acres Sold	Real Estate		20,753			9,281			26,906			30,034			51,032
Price per Acre	Real Estate	$	3,241		$	4,790		$	3,215		$	3,720		$	3,484
Basis as a Percent of Real Estate Net Sales	Real Estate		46	%		28	%		43	%		39	%		37	%

Page 6 of 8

Weyerhaeuser Company Wood Products Segment

Q2.2023 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions	Q1.2023		Q2.2023		Q2.2022		YTD.2023		YTD.2022
Net sales	$	1,318	$	1,500	$	2,341	$	2,818	$	4,860
Costs of sales		1,159		1,218		1,414		2,377		2,690
Gross margin		159		282		927		441		2,170
Selling expenses		22		21		21		43		42
General and administrative expenses		36		37		35		73		70
Other operating costs, net		6		6		8		12		13
Operating income and Net contribution to earnings	$	95	$	218	$	863	$	313	$	2,045

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

in millions	Q1.2023		Q2.2023		Q2.2022		YTD.2023		YTD.2022
Operating income	$	95	$	218	$	863	$	313	$	2,045
Depreciation, depletion and amortization		53		52		49		105		100
Adjusted EBITDA(1)	$	148	$	270	$	912	$	418	$	2,145

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

Selected Segment Items

in millions	Q1.2023			Q2.2023			Q2.2022			YTD.2023			YTD.2022
Total (increase) decrease in working capital(2)	$	(127	)	$	40		$	205		$	(87	)	$	(166	)
Cash spent for capital expenditures	$	(43	)	$	(56	)	$	(56	)	$	(99	)	$	(95	)

(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		Q1.2023		Q2.2023		Q2.2022		YTD.2023		YTD.2022
Structural Lumber	Third party net sales	$	515	$	573	$	998	$	1,088	$	2,204
(volumes presented	Third party sales realizations	$	450	$	479	$	776	$	465	$	901
in board feet)	Third party sales volumes(3)		1,144		1,196		1,289		2,340		2,446
	Production volumes		1,143		1,164		1,232		2,307		2,435
Oriented Strand	Third party net sales	$	208	$	215	$	497	$	423	$	1,061
Board	Third party sales realizations	$	269	$	299	$	676	$	283	$	731
(volumes presented	Third party sales volumes(3)		773		720		735		1,493		1,452
in square feet 3/8")	Production volumes		761		727		758		1,488		1,497
Engineered Solid	Third party net sales	$	169	$	215	$	247	$	384	$	443
Section	Third party sales realizations	$	3,643	$	3,571	$	3,863	$	3,602	$	3,660
(volumes presented	Third party sales volumes(3)		4.7		6.0		6.4		10.7		12.1
in cubic feet)	Production volumes		4.6		5.9		6.4		10.5		12.1
Engineered	Third party net sales	$	87	$	126	$	168	$	213	$	305
I-joists	Third party sales realizations	$	3,171	$	2,901	$	3,432	$	3,006	$	3,207
(volumes presented	Third party sales volumes(3)		27		44		49		71		95
in lineal feet)	Production volumes		25		38		50		63		94
Softwood Plywood	Third party net sales	$	41	$	44	$	53	$	85	$	111
(volumes presented	Third party sales realizations	$	490	$	474	$	746	$	481	$	765
in square feet 3/8")	Third party sales volumes(3)		83		94		70		177		145
	Production volumes		74		84		67		158		133
Medium Density	Third party net sales	$	38	$	42	$	53	$	80	$	101
Fiberboard	Third party sales realizations	$	1,314	$	1,342	$	1,174	$	1,329	$	1,129
(volumes presented	Third party sales volumes(3)		29		31		45		60		89
in square feet 3/4")	Production volumes		34		33		48		67		92

(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

Q2.2023 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	Q1.2023			Q2.2023			Q2.2022			YTD.2023			YTD.2022
Unallocated corporate function and variable compensation expense	$	(27	)	$	(32	)	$	(36	)	$	(59	)	$	(67	)
Liability classified share-based compensation		—			(2	)		2			(2	)		3
Foreign exchange (loss) gain		(1	)		2			3			1			3
Elimination of intersegment profit in inventory and LIFO		9			3			18			12			(41	)
Other, net		(13	)		(26	)		(21	)		(39	)		(33	)
Operating loss		(32	)		(55	)		(34	)		(87	)		(135	)
Non-operating pension and other post-employment benefit costs		(9	)		(12	)		(11	)		(21	)		(26	)
Interest income and other		12			18			1			30			—
Net charge to earnings	$	(29	)	$	(49	)	$	(44	)	$	(78	)	$	(161	)

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

in millions	Q1.2023			Q2.2023			Q2.2022			YTD.2023			YTD.2022
Operating loss	$	(32	)	$	(55	)	$	(34	)	$	(87	)	$	(135	)
Depreciation, depletion and amortization		2			1			1			3			3
Special items		—			11			—			11			—
Adjusted EBITDA(1)	$	(30	)	$	(43	)	$	(33	)	$	(73	)	$	(132	)

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

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

in millions	Q1.2023		Q2.2023		Q2.2022		YTD.2023		YTD.2022
Environmental remediation charge	$	—	$	11	$	—	$	11	$	—
Special items included in operating loss and net charge to earnings	$	—	$	11	$	—	$	11	$	—

Unallocated Selected Items

in millions	Q1.2023			Q2.2023			Q2.2022			YTD.2023			YTD.2022
Cash spent for capital expenditures	$	(2	)	$	(3	)	$	(2	)	$	(5	)	$	(3	)

Page 8 of 8

XML

Document and Entity Information	Jul. 28, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 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