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 30, 2020

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 30, 2020, Weyerhaeuser Company issued a press release announcing its financial results for the quarter ended September 30, 2020. 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 30, 2020 reporting results of operations for the quarter ended September 30, 2020.
99.2	Exhibit to press release of Weyerhaeuser Company issued October 30, 2020.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

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

Date: October 30, 2020

EX-99.1

EXHIBIT 99.1

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

Weyerhaeuser reports third quarter results

• Achieved net earnings of $283 million, or $0.38 per diluted share

• Increased Adjusted EBITDA by 93 percent compared with second quarter 2020

• Highest Wood Products Adjusted EBITDA on record

• Reinitiates quarterly cash dividend and implements “base plus variable supplemental” dividend framework

• Declares quarterly base dividend of $0.17 per share

SEATTLE, October 30, 2020 - Weyerhaeuser Company (NYSE: WY) today reported third quarter net earnings of$283 million, or 38 centsper diluted share, on net sales of $2.1 billion. This compares with net earnings of $99 million, or 13 centsper diluted share, on net sales of $1.7 billionfor the same period last year.

Third quarter results include after-tax charges of $103 million for special items, primarily a non-cash timber casualty lossassociated with Oregon fire damage. Excluding special items, the company reported third quarter net earnings of $386 million, or 52 centsper diluted share. This compares with net earnings before special items of $59 million for the same period last year and $77 million for the second quarter of 2020.

Adjusted EBITDA for the third quarter of 2020 was $745 millioncompared with $308 millionfor the same period last year and $386 million for the second quarter of 2020.

“In the third quarter, each of our businesses delivered outstanding operational and financial results despite disruptions from severe weather, unprecedented forest fires and the ongoing COVID-19 pandemic,” said Devin W. Stockfish, president and chief executive officer. “We achieved record Wood Products Adjusted EBITDA, surpassing the previous high by nearly 60 percent. In addition, we redeemed $325 million of debt maturities and announced transactions to strategically upgrade our Oregon timberland holdings.”

“Entering the fourth quarter, Weyerhaeuser is operating from a strong financial position, and we are increasingly confident that the recent strength in U.S. housing will continue notwithstanding ongoing macroeconomic headwinds,” Stockfish continued. “Today, we are reinitiating a quarterly dividend and implementing a new dividend framework that will enhance our ability to return meaningful and appropriate amounts of cash to our shareholders across a variety of market conditions. This framework positions Weyerhaeuser to deliver superior long-term value creation through our unmatched portfolio, industry-leading performance and disciplined, prudent capital allocation.”

WEYERHAEUSER FINANCIAL HIGHLIGHTS	2020	2020	2019
(millions, except per share data)	Q2	Q3	Q3
Net sales	$1,631	$2,110	$1,671
Net earnings	$72	$283	$99
Net earnings per diluted share	$0.10	$0.38	$0.13
Weighted average shares outstanding, diluted	747	748	747
Net earnings before special items(1)(2)	$77	$386	$59
Net earnings per diluted share before special items(1)	$0.11	$0.52	$0.08
Adjusted EBITDA(1)	$386	$745	$308

(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

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should not be considered in isolation from, and are not intended to represent an alternative to, our GAAP results.Reconciliations of Net earnings before special items and Adjusted EBITDA to GAAP earnings are included within this release.

(2) Third quarter 2020 after-tax special items include a $23 million charge related to the early extinguishment of debt and an $80 million non-cash timber casualty loss. Special items for other periods presented are included in the reconciliation tables following this release.

TIMBERLANDS

FINANCIAL HIGHLIGHTS	2020	2020
(millions)	Q2	Q3	Change
Net sales	$480	$452	($28)
Net contribution (charge) to pretax earnings	$75	($11)	($86)
Pretax charge for special items	$—	$80	$80
Net contribution to pretax earnings before special items	$75	$69	($6)
Adjusted EBITDA	$140	$130	($10)

Q3 2020 Performance – In the West, fee harvest volumes decreased 15 percent compared with the second quarter as wildfire conditions restricted harvest activity. This was largely offset by higher average sales realizations for domestic logs. Domestic log sales volumes decreased modestly compared with the second quarter, and export log sales volumes were significantly lower as the company shifted volume to the domestic market to take advantage of higher margin opportunities. In the South, fee harvest volumes decreased 5 percent as the company continued to implement the previously announced reduction in its 2020 fee harvest volumes. Average log sales realizations were comparable to the second quarter and forestry spending increased seasonally.

Third quarter special items consist of an $80 million timber casualty loss related to the Oregon wildfires. This non-cash charge represents the estimated book value of timber and related assets that will not be able to be salvaged based on currently available information.

Q4 2020 Outlook – Weyerhaeuser expects fourth quarter earnings and Adjusted EBITDA will be higher than the third quarter. In the West, the company anticipates higher average sales realizations for domestic and Japanese export logs and improved log sales volumes as Oregon harvest activity resumes and salvage operations begin. In the South, the company expects slightly higher forestry expense and slightly lower average log sales realizations due to mix.

In September 2020, the company announced an agreement to sell 149,000 acres of southern Oregon timberlands and a separate agreement to purchase 85,000 acres of mid-coastal Oregon timberlands. The two agreements are subject to customary closing conditions and are both expected to close in fourth quarter 2020.

REAL ESTATE, ENERGY & NATURAL RESOURCES

FINANCIAL HIGHLIGHTS	2020	2020
(millions)	Q2	Q3	Change
Net sales	$65	$69	$4
Net contribution to pretax earnings	$19	$17	($2)
Adjusted EBITDA	$57	$60	$3

Q3 2020 Performance – Real estate sales improved slightly compared with the second quarter as an increase in the number of acres sold was largely offset by a lower average price per acre due to mix. Adjusted EBITDA increased, but earnings decreased slightly due to a higher average land basis on the mix of properties sold. Energy & Natural Resources royalties increased due to seasonally higher production of construction materials.

Q4 2020 Outlook – Weyerhaeuser anticipates fourth quarter earnings and Adjusted EBITDA will be lower than the third quarter due to the timing of real estate transactions and average land basis will decrease due to the mix of properties sold. The company continues to expect full year 2020 Adjusted EBITDA for the segment will be approximately $235 million.

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WOOD PRODUCTS

FINANCIAL HIGHLIGHTS	2020	2020
(millions)	Q2	Q3	Change
Net sales	$1,207	$1,696	$489
Net contribution to pretax earnings	$159	$566	$407
Pretax benefit for special items	($8)	$—	$8
Net contribution to pretax earnings before special items	$151	$566	$415
Adjusted EBITDA	$198	$615	$417

Q3 2020 Performance – Benchmark prices for lumber and oriented strand board reached record levels in the third quarter, and average sales realizations for lumber and oriented strand board improved 54 percent and 65 percent, respectively, compared with second quarter averages. Sales volumes for engineered wood products also increased significantly. These improvements were partially offset by higher raw material costs.

Q4 2020 Outlook – Excluding the effect of changes in average sales realizations, the company expects fourth quarter earnings and Adjusted EBITDA will be significantly lower than the third quarter, though both are expected to exceed previous record levels attained in 2018. The company expects a modest seasonal reduction in sales volumes, higher Western and Canadian log costs, and lower operating rates for some product lines due to planned maintenance outages.

UNALLOCATED

FINANCIAL HIGHLIGHTS	2020	2020
(millions)	Q2	Q3	Change
Net charge to pretax earnings	($18)	($69)	($51)
Adjusted EBITDA	($9)	($60)	($51)

Q3 2020 Performance – Third quarter results include a charge from elimination of intersegment profit in inventory and LIFO compared with a benefit in the second quarter. Unallocated corporate function and variable compensation expense also increased, primarily due to a year-to-date adjustment for performance-based incentive compensation.

REINITIATING COMMON DIVIDEND

On May 1, 2020, Weyerhaeuser’s board of directors temporarily suspended the company’s quarterly cash dividend to preserve financial flexibility in light of significant uncertainty regarding the duration and magnitude of the effects of the COVID-19 pandemic on the company’s business conditions.

Since May, the board has continued to regularly review opportunities to reinitiate a quarterly cash dividend, taking into account the company’s cash flow, liquidity, customer demand, market conditions, the broader macroeconomic environment and other factors, with the desire for a sustainable dividend framework that will drive long-term shareholder value across market cycles.

Over the past several months, demand for housing and wood products has proven resilient, and the company is increasingly confident that U.S. housing activity will remain strong even as the pandemic and macroeconomic headwinds continue. Weyerhaeuser has also meaningfully strengthened its financial position, having reduced gross debt by over $400 million on a year-to-date basis, announced the fourth quarter 2020 redemption of $500 million of additional maturities, and attained its target leverage ratio. The company maintains ample liquidity, including $787 million in cash and cash equivalents and $1.5 billion of undrawn revolver capacity as of September 30, 2020.

Based upon its most recent review of these and other factors, Weyerhaeuser’s board of directors is reinitiating a quarterly cash dividend. The board is also implementing a new dividend framework to enhance Weyerhaeuser’s ability to return meaningful and appropriate amounts of cash to shareholders across a variety of market conditions.

This new dividend framework includes two components:

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• Sustainable quarterly base cash dividend: This core mechanism for returning cash to shareholders is supported by cash flows from the company’s Timberlands and Real Estate, Energy and Natural Resources segments and is positioned to grow sustainably over time. For the fourth quarter 2020, the board of directors has declared a quarterly base cash dividend of $0.17 per share.

• Variable supplemental dividend: The company expects to supplement its quarterly base dividend with an additional return of cash, as appropriate, to achieve a targeted total annual return to shareholders of 75 to 80 percent of annual Adjusted Funds Available for Distribution⁽¹⁾. Weyerhaeuser expects this will occur primarily through a supplemental cash dividend. In certain circumstances, the company may also utilize opportunistic share repurchase. In general, the company expects a supplemental dividend will be declared and paid annually, with the first payment occurring in first quarter 2022.

Stockfish concluded, “This new dividend framework supports our commitment to returning a significant portion of free cash flow to shareholders, while ensuring that our return of cash is sustainable and appropriate across market cycles. Going forward, Weyerhaeuser remains focused on disciplined, prudent capital allocation to sustainably grow our base dividend and drive superior long-term value for shareholders.”

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 2019, we generated $6.6 billion in net sales and employed approximately 9,400 people who serve customers worldwide. We are listed on the Dow Jones Sustainability North America Index. Our common stock trades on the New York Stock Exchange under the symbol WY. Learn more at www.weyerhaeuser.com.

EARNINGS CALL INFORMATION

Weyerhaeuser will hold a live conference call at 7 a.m. Pacific (10 a.m. Eastern) on October 30, 2020 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 30, 2020.

To join the conference call from within North America, dial 877-407-0792 (access code: 13710359) at least 15 minutes prior to the call. Those calling from outside North America should dial 201-689-8263 (access code: 13710359). Replays will be available for two weeks at 844-512-2921 (access code: 13710359) from within North America, and at 412-317-6671 (access code: 13710359) 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, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, including, but not limited to, with respect to future quarterly and supplemental cash dividends and dividend framework, future share repurchases, the closing of previously announced Oregon timberland transactions and our outlook and expectations concerning the following: the future strength of U.S. housing activity; the company’s liquidity position; earnings and Adjusted EBITDA for each of our businesses; log sales realizations and sales volumes; forestry expense; log costs and operating rates for our wood products business and sales volumes across our wood products lines. Forward-looking statements are generally identified by words such as “believe,” “expect,” “anticipate,” “estimate,” “future,” “planned,” “may,” “will,” “maintain,” and similar words and expressions. Forward-looking statements are based on our current expectations and

¹  Adjusted Funds Available for Distribution (Adjusted FAD), a non-GAAP measure, is defined by Weyerhaeuser as net cash from operations adjusted for capital expenditures and significant non-recurring items.

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assumptions. 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, housing starts, general availability of financing for home mortgages and the relative strength of the U.S. dollar;

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

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

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

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

● the availability and cost of shipping and transportation;

● economic activity in Asia, especially Japan and China;

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

● potential disruptions in our manufacturing operations;

● the level of competition from domestic and foreign producers;

● our operational excellence initiatives;

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

● raw material availability and prices;

● the effect of weather;

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

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

● energy prices;

● transportation and labor availability and costs;

● federal tax policies;

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

● legal proceedings;

● performance of pension fund investments and related derivatives;

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

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

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● changes in accounting principles; and

● other risks and uncertainties identified in our 2019 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 June 30, 2020:

(millions)	Timberlands		Real Estate & ENR		Wood Products			Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings											$	72
Interest expense, net of capitalized interest(1)												103
Income taxes												60
Net contribution (charge) to earnings	$	75	$	19	$	159		$	(18	)	$	235
Non-operating pension and other postretirement benefit costs		—		—		—			10			10
Interest income and other		—		—		—			(2	)		(2	)
Operating income (loss)		75		19		159			(10	)		243
Depreciation, depletion and amortization		65		4		47			1			117
Basis of real estate sold		—		34		—			—			34
Special items included in operating income (loss)(2)		—		—		(8	)		—			(8	)
Adjusted EBITDA	$	140	$	57	$	198		$	(9	)	$	386

(1) Interest expense, net of capitalized interest includes a pretax special item consisting of an $11 million net charge related to the early extinguishment of $569 million of 4.7 percent notes due March 2021.

(2) Operating income (loss) includes a pretax special item consisting of an $8 million product remediation insurance recovery.

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

(millions)	Timberlands			Real Estate & ENR		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings											$	283
Interest expense, net of capitalized interest(1)												111
Income taxes												109
Net contribution (charge) to earnings	$	(11	)	$	17	$	566	$	(69	)	$	503
Non-operating pension and other postretirement benefit costs		—			—		—		9			9
Interest income and other		—			—		—		(2	)		(2	)
Operating income (loss)		(11	)		17		566		(62	)		510
Depreciation, depletion and amortization		61			3		49		2			115
Basis of real estate sold		—			40		—		—			40
Special items included in operating income (loss)(2)		80			—		—		—			80
Adjusted EBITDA	$	130		$	60	$	615	$	(60	)	$	745

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

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

The table below reconciles Adjusted EBITDA for the quarter ended September 30, 2019:

(millions)	Timberlands		Real Estate & ENR		Wood Products			Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings											$	99
Interest expense, net of capitalized interest												91
Income taxes												3
Net contribution (charge) to earnings	$	72	$	32	$	143		$	(54	)	$	193
Non-operating pension and other postretirement benefit costs		—		—		—			15			15
Interest income and other		—		—		—			(6	)		(6	)
Operating income (loss)		72		32		143			(45	)		202
Depreciation, depletion and amortization		82		4		48			1			135
Basis of real estate sold		—		24		—			—			24
Special items included in operating income (loss)(1)		—		—		(68	)		15			(53	)
Adjusted EBITDA	$	154	$	60	$	123		$	(29	)	$	308

(1) Operating income (loss) includes pretax special items consisting of a $68 million product remediation insurance recovery and a $15 million legal charge.

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RECONCILIATION OF NET EARNINGSBEFORE SPECIAL ITEMSTO 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:

	2020	2020	2019
(millions)	Q2	Q3	Q3
Net earnings	$72	$283	$99
Early extinguishment of debt charges	11	23	—
Legal charge	—	—	11
Product remediation recoveries	(6)	—	(51)
Timber casualty loss	—	80	—
Net earnings before special items	$77	$386	$59

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

	2020	2020	2019
	Q2	Q3	Q3
Net earnings per diluted share	$0.10	$0.38	$0.13
Early extinguishment of debt charges	0.02	0.03	—
Legal charge	—	—	0.02
Product remediation recoveries	(0.01)	—	(0.07)
Timber casualty loss	—	0.11	—
Net earnings per diluted share before special items	$0.11	$0.52	$0.08

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EX-99.2

Weyerhaeuser Company Exhibit 99.2

Q3.2020 Analyst Package

Preliminary results (unaudited)

Consolidated Statement of Operations

	Q1			Q2			Q3						Year-to-Date
in millions	March 31, 2020			June 30, 2020			Sept 30, 2020			Sept 30, 2019			Sept 30, 2020			Sept 30, 2019
Net sales	$	1,728		$	1,631		$	2,110		$	1,671		$	5,469		$	5,006
Costs of sales		1,382			1,283			1,390			1,399			4,055			4,111
Gross margin		346			348			720			272			1,414			895
Selling expenses		22			18			22			20			62			62
General and administrative expenses		74			84			96			85			254			254
Product remediation recoveries		—			(8	)		—			(68	)		(8	)		(68	)
Other operating costs, net		10			11			92			33			113			85
Operating income		240			243			510			202			993			562
Non-operating pension and other postretirement benefit costs		(9	)		(10	)		(9	)		(15	)		(28	)		(495	)
Interest income and other		1			2			2			6			5			22
Interest expense, net of capitalized interest		(85	)		(103	)		(111	)		(91	)		(299	)		(289	)
Earnings (loss) before income taxes		147			132			392			102			671			(200	)
Income taxes		3			(60	)		(109	)		(3	)		(166	)		138
Net earnings (loss)	$	150		$	72		$	283		$	99		$	505		$	(62	)

Per Share Information

	Q1		Q2		Q3				Year-to-Date
	March 31, 2020		June 30, 2020		Sept 30, 2020		Sept 30, 2019		Sept 30, 2020		Sept 30, 2019
Earnings (loss) per share, basic and diluted	$	0.20	$	0.10	$	0.38	$	0.13	$	0.68	$	(0.08	)
Dividends paid per common share	$	0.34	$	—	$	—	$	0.34	$	0.34	$	1.02
Weighted average shares outstanding (in thousands):
Basic		746,534		746,896		746,996		745,626		746,809		745,901
Diluted		747,155		746,984		748,450		746,514		747,530		745,901
Common shares outstanding at end of period (in thousands)		746,206		746,251		746,398		745,071		746,398		745,071

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

	Q1			Q2			Q3						Year-to-Date
in millions	March 31, 2020			June 30, 2020			Sept 30, 2020			Sept 30, 2019			Sept 30, 2020			Sept 30, 2019
Net earnings (loss)	$	150		$	72		$	283		$	99		$	505		$	(62	)
Non-operating pension and other postretirement benefit costs		9			10			9			15			28			495
Interest income and other		(1	)		(2	)		(2	)		(6	)		(5	)		(22	)
Interest expense, net of capitalized interest		85			103			111			91			299			289
Income taxes		(3	)		60			109			3			166			(138	)
Operating income		240			243			510			202			993			562
Depreciation, depletion and amortization		123			117			115			135			355			382
Basis of real estate sold		62			34			40			24			136			105
Special items included in operating income		(12	)		(8	)		80			(53	)		60			(33	)
Adjusted EBITDA(1)	$	413		$	386		$	745		$	308		$	1,544		$	1,016

⁽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

Q3.2020 Analyst Package

Preliminary results (unaudited)

Special Items Included in Net Earnings (Income Tax Affected)

	Q1			Q2			Q3					Year-to-Date
in millions	March 31, 2020			June 30, 2020			Sept 30, 2020		Sept 30, 2019			Sept 30, 2020			Sept 30, 2019
Net earnings (loss)	$	150		$	72		$	283	$	99		$	505		$	(62	)
Early extinguishment of debt charges(1)		—			11			23		—			34			9
Legal charges (benefits)		(12	)		—			—		11			(12	)		26
Pension settlement charges		—			—			—		—			—			340
Product remediation recoveries		—			(6	)		—		(51	)		(6	)		(51	)
Timber casualty loss		—			—			80		—			80			—
Net earnings before special items(2)	$	138		$	77		$	386	$	59		$	601		$	262

	Q1			Q2			Q3					Year-to-Date
	March 31, 2020			June 30, 2020			Sept 30, 2020		Sept 30, 2019			Sept 30, 2020			Sept 30, 2019
Net earnings (loss) per diluted share	$	0.20		$	0.10		$	0.38	$	0.13		$	0.68		$	(0.08	)
Early extinguishment of debt charges(1)		—			0.02			0.03		—			0.05			0.01
Legal charges (benefits)		(0.02	)		—			—		0.02			(0.02	)		0.04
Pension settlement charges		—			—			—		—			—			0.46
Product remediation recoveries		—			(0.01	)		—		(0.07	)		(0.01	)		(0.07	)
Timber casualty loss		—			—			0.11		—			0.11			—
Net earnings per diluted share before special items(2)	$	0.18		$	0.11		$	0.52	$	0.08		$	0.81		$	0.36

⁽¹⁾ We recorded pretax charges of $12 million ($9 million after-tax), $11 million ($11 million after-tax) and $23 million ($23 million after-tax) related to the early extinguishment of debt in first quarter 2019, second quarter 2020 and third quarter 2020, respectively. These charges were included in Interest expense, net of capitalized interest in the Consolidated Statement of Operations.

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

Selected Total Company Items

	Q1		Q2		Q3				Year-to-Date
in millions	March 31, 2020		June 30, 2020		Sept 30, 2020		Sept 30, 2019		Sept 30, 2020		Sept 30, 2019
Pension and postretirement costs:
Pension and postretirement service costs	$	10	$	8	$	9	$	8	$	27	$	24
Non-operating pension and other postretirement benefit costs		9		10		9		15		28		495
Total company pension and postretirement costs	$	19	$	18	$	18	$	23	$	55	$	519

Page 2 of 8

Weyerhaeuser Company

Q3.2020 Analyst Package

Preliminary results (unaudited)

Consolidated Balance Sheet

in millions	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	1,458	$	643	$	787	$	139
Receivables, net		390		420		500		309
Receivables for taxes		24		48		48		98
Inventories		480		409		411		416
Assets held for sale		—		—		199		140
Prepaid expenses and other current assets		141		131		101		147
Current restricted financial investments held by variable interest entities		—		—		—		362
Total current assets		2,493		1,651		2,046		1,611
Property and equipment, net		1,911		1,958		1,945		1,969
Construction in progress		153		110		119		130
Timber and timberlands at cost, less depletion		11,847		11,780		11,465		11,929
Minerals and mineral rights, less depletion		278		275		271		281
Deferred tax assets		147		65		44		72
Other assets		399		415		466		414
Total assets	$	17,228	$	16,254	$	16,356	$	16,406
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	577	$	—	$	—	$	—
Borrowings on line of credit		550		—		—		230
Accounts payable		241		199		215		246
Accrued liabilities		448		525		617		530
Total current liabilities		1,816		724		832		1,006
Long-term debt, net		6,299		6,299		5,974		6,147
Deferred tax liabilities		10		18		27		6
Deferred pension and other postretirement benefits		669		652		638		693
Other liabilities		352		359		358		377
Total liabilities		9,146		8,052		7,829		8,229
Total equity		8,082		8,202		8,527		8,177
Total liabilities and equity	$	17,228	$	16,254	$	16,356	$	16,406

Page 3 of 8

Weyerhaeuser Company

Q3.2020 Analyst Package

Preliminary results (unaudited)

Consolidated Statement of Cash Flows

	Q1			Q2			Q3						Year-to-Date
in millions	March 31, 2020			June 30, 2020			Sept 30, 2020			Sept 30, 2019			Sept 30, 2020			Sept 30, 2019
Cash flows from operations:
Net earnings (loss)	$	150		$	72		$	283		$	99		$	505		$	(62	)
Noncash charges (credits) to earnings (loss):
Depreciation, depletion and amortization		123			117			115			135			355			382
Basis of real estate sold		62			34			40			24			136			105
Deferred income taxes, net		(82	)		80			22			2			20			(164	)
Pension and other postretirement benefits		19			18			18			23			55			519
Share-based compensation expense		7			8			7			7			22			23
Timber casualty loss		—			—			80			—			80			—
Change in:
Receivables, less allowances		(82	)		(30	)		(80	)		40			(192	)		(47	)
Receivables and payables for taxes		79			(18	)		42			7			103			(18	)
Inventories		(72	)		74			—			30			2			(2	)
Prepaid expenses and other current assets		(2	)		7			—			2			5			5
Accounts payable and accrued liabilities		(91	)		30			64			(58	)		3			(13	)
Pension and postretirement benefit contributions and payments		(10	)		(6	)		(5	)		(9	)		(21	)		(36	)
Other		(15	)		5			22			(10	)		12			(18	)
Net cash from operations	$	86		$	391		$	608		$	292		$	1,085		$	674
Cash flows from investing activities:
Capital expenditures for property and equipment	$	(47	)	$	(55	)	$	(56	)	$	(87	)	$	(158	)	$	(199	)
Capital expenditures for timberlands reforestation		(21	)		(11	)		(9	)		(11	)		(41	)		(42	)
Proceeds from note receivable held by variable interest entities		362			—			—			—			362			253
Proceeds from sale of Montana timberlands		145			—			—			—			145			—
Other		2			1			—			1			3			20
Net cash from investing activities	$	441		$	(65	)	$	(65	)	$	(97	)	$	311		$	32
Cash flows from financing activities:
Cash dividends on common shares	$	(254	)	$	—		$	—		$	(253	)	$	(254	)	$	(760	)
Net proceeds from issuance of long-term debt		732			—			—			—			732			739
Payments on long-term debt		—			(588	)		(348	)		—			(936	)		(512	)
Proceeds from borrowings on line of credit		550			—			—			490			550			875
Payments on line of credit		(230	)		(550	)		—			(190	)		(780	)		(860	)
Payments on debt held by variable interest entities		—			—			—			(302	)		—			(302	)
Proceeds from exercise of stock options		6			—			3			4			9			8
Repurchases of common shares		—			—			—			—			—			(60	)
Other		(12	)		(3	)		(1	)		(3	)		(16	)		(15	)
Net cash from financing activities	$	792		$	(1,141	)	$	(346	)	$	(254	)	$	(695	)	$	(887	)
Net change in cash, cash equivalents and restricted cash	$	1,319		$	(815	)	$	197		$	(59	)	$	701		$	(181	)
Cash, cash equivalents and restricted cash at beginning of period		139			1,458			643			212			139			334
Cash, cash equivalents and restricted cash at end of period	$	1,458		$	643		$	840		$	153		$	840		$	153
Cash paid (received) during the period for:
Interest, net of amounts capitalized	$	108		$	70		$	100		$	123		$	278		$	310
Income taxes, net of refunds	$	—		$	1		$	45		$	(5	)	$	46		$	46

Page 4 of 8

Weyerhaeuser Company Timberlands Segment

Q3.2020 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions	Q1.2020			Q2.2020			Q3.2020			Q3.2019			YTD.2020		YTD.2019
Sales to unaffiliated customers	$	381		$	359		$	345		$	398		$	1,085	$	1,230
Intersegment sales		122			121			107			125			350		381
Total net sales		503			480			452			523			1,435		1,611
Costs of sales		375			383			358			429			1,116		1,247
Gross margin		128			97			94			94			319		364
Selling expenses		—			1			—			—			1		1
General and administrative expenses		24			22			24			24			70		71
Other operating costs (income), net		(1	)		(1	)		81			(2	)		79		(2	)
Operating income (loss) and Net contribution (charge) to earnings	$	105		$	75		$	(11	)	$	72		$	169	$	294

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

in millions	Q1.2020		Q2.2020		Q3.2020			Q3.2019		YTD.2020		YTD.2019
Operating income (loss)	$	105	$	75	$	(11	)	$	72	$	169	$	294
Depreciation, depletion and amortization		68		65		61			82		194		228
Special items		—		—		80			—		80		—
Adjusted EBITDA(1)	$	173	$	140	$	130		$	154	$	443	$	522

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

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

in millions	Q1.2020		Q2.2020		Q3.2020			Q3.2019		YTD.2020			YTD.2019
Timber casualty loss	$	—	$	—	$	(80	)	$	—	$	(80	)	$	—

Selected Segment Items

in millions	Q1.2020			Q2.2020			Q3.2020			Q3.2019			YTD.2020			YTD.2019
Total decrease (increase) in working capital(2)	$	(3	)	$	(2	)	$	43		$	2		$	38		$	24
Cash spent for capital expenditures	$	(30	)	$	(21	)	$	(24	)	$	(28	)	$	(75	)	$	(79	)

⁽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.

Segment Statistics⁽³⁾

		Q1.2020		Q2.2020		Q3.2020		Q3.2019		YTD.2020		YTD.2019
Third Party	Delivered logs:
Net Sales	West	$	177	$	179	$	163	$	172	$	519	$	571
(millions)	South		150		145		141		168		436		483
	North		17		7		13		24		37		70
	Total delivered logs		344		331		317		364		992		1,124
	Stumpage and pay-as-cut timber		5		5		5		10		15		29
	Recreational and other lease revenue		15		16		16		15		47		45
	Other revenue		17		7		7		9		31		32
	Total	$	381	$	359	$	345	$	398	$	1,085	$	1,230
Delivered Logs	West	$	104.91	$	104.90	$	109.01	$	99.07	$	106.16	$	103.50
Third Party Sales	South	$	34.27	$	33.68	$	33.68	$	35.03	$	33.88	$	35.27
Realizations (per ton)	North	$	60.51	$	59.82	$	57.19	$	57.35	$	59.15	$	59.37
Delivered Logs	West		1,684		1,714		1,489		1,729		4,887		5,513
Third Party Sales	South		4,365		4,307		4,185		4,795		12,857		13,694
Volumes (tons, thousands)	North		284		113		234		429		631		1,186
Fee Harvest Volumes	West		2,310		2,236		1,911		2,183		6,457		7,023
(tons, thousands)	South		6,130		5,914		5,596		6,802		17,640		19,661
	North		386		194		321		560		901		1,565

⁽³⁾ 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

Q3.2020 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions	Q1.2020		Q2.2020		Q3.2020		Q3.2019			YTD.2020		YTD.2019
Net sales	$	112	$	65	$	69	$	69		$	246	$	268
Costs of sales		70		40		46		32			156		127
Gross margin		42		25		23		37			90		141
General and administrative expenses		6		6		6		6			18		20
Other operating income, net		—		—		—		(1	)		—		(1	)
Operating income and Net contribution to earnings	$	36	$	19	$	17	$	32		$	72	$	122

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

in millions	Q1.2020		Q2.2020		Q3.2020		Q3.2019		YTD.2020		YTD.2019
Operating income	$	36	$	19	$	17	$	32	$	72	$	122
Depreciation, depletion and amortization		3		4		3		4		10		10
Basis of real estate sold		62		34		40		24		136		105
Adjusted EBITDA(1)	$	101	$	57	$	60	$	60	$	218	$	237

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

Selected Segment Items

in millions

Q1.2020

Q2.2020

Q3.2020

Q3.2019

YTD.2020

YTD.2019

Cash spent for capital expenditures

$

—

$

—

$

—

$

—

$

—

$

—

Segment Statistics

		Q1.2020			Q2.2020			Q3.2020			Q3.2019			YTD.2020			YTD.2019
Net Sales	Real Estate	$	95		$	48		$	49		$	45		$	192		$	200
(millions)	Energy and Natural Resources		17			17			20			24			54			68
	Total	$	112		$	65		$	69		$	69		$	246		$	268
Acres Sold	Real Estate		44,974			31,337			34,917			18,057			111,228			103,922
Price per Acre	Real Estate	$	1,992		$	1,501		$	1,381		$	2,415		$	1,662		$	1,806
Basis as a Percent of Real Estate Net Sales	Real Estate		65	%		71	%		82	%		53	%		71	%		53	%

Page 6 of 8

Weyerhaeuser Company Wood Products Segment

Q3.2020 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions	Q1.2020		Q2.2020			Q3.2020		Q3.2019			YTD.2020			YTD.2019
Net sales	$	1,235	$	1,207		$	1,696	$	1,204		$	4,138		$	3,508
Costs of sales		1,040		997			1,075		1,067			3,112			3,104
Gross margin		195		210			621		137			1,026			404
Selling expenses		21		18			18		20			57			59
General and administrative expenses		36		33			33		35			102			104
Product remediation recoveries		—		(8	)		—		(68	)		(8	)		(68	)
Other operating costs, net		4		8			4		7			16			16
Operating income and Net contribution to earnings	$	134	$	159		$	566	$	143		$	859		$	293

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

in millions	Q1.2020		Q2.2020			Q3.2020		Q3.2019			YTD.2020			YTD.2019
Operating income	$	134	$	159		$	566	$	143		$	859		$	293
Depreciation, depletion and amortization		50		47			49		48			146			141
Special items		—		(8	)		—		(68	)		(8	)		(68	)
Adjusted EBITDA(1)	$	184	$	198		$	615	$	123		$	997		$	366

⁽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	Q1.2020		Q2.2020		Q3.2020		Q3.2019		YTD.2020		YTD.2019
Product remediation recoveries	$	—	$	8	$	—	$	68	$	8	$	68

Selected Segment Items

in millions	Q1.2020			Q2.2020			Q3.2020			Q3.2019			YTD.2020			YTD.2019
Total decrease (increase) in working capital(2)	$	(186	)	$	56		$	(68	)	$	32		$	(198	)	$	(48	)
Cash spent for capital expenditures	$	(38	)	$	(45	)	$	(41	)	$	(65	)	$	(124	)	$	(148	)

⁽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		Q1.2020		Q2.2020		Q3.2020		Q3.2019		YTD.2020		YTD.2019
Structural Lumber	Third party net sales	$	508	$	538	$	819	$	487	$	1,865	$	1,426
(volumes presented	Third party sales realizations	$	416	$	438	$	674	$	389	$	509	$	390
in board feet)	Third party sales volumes(3)		1,222		1,225		1,216		1,253		3,663		3,660
	Production volumes		1,209		1,108		1,170		1,189		3,487		3,527
Oriented Strand	Third party net sales	$	190	$	179	$	290	$	159	$	659	$	475
Board	Third party sales realizations	$	246	$	240	$	395	$	214	$	293	$	217
(volumes presented	Third party sales volumes(3)		770		747		736		740		2,253		2,190
in square feet 3/8")	Production volumes		777		742		759		747		2,278		2,212
Engineered Solid	Third party net sales	$	127	$	111	$	135	$	138	$	373	$	388
Section	Third party sales realizations	$	2,149	$	2,151	$	2,128	$	2,188	$	2,142	$	2,206
(volumes presented	Third party sales volumes(3)		5.9		5.2		6.3		6.3		17.4		17.6
in cubic feet)	Production volumes		6.1		5.3		5.4		5.3		16.8		17.2
Engineered	Third party net sales	$	78	$	70	$	83	$	90	$	231	$	246
I-joists	Third party sales realizations	$	1,667	$	1,645	$	1,638	$	1,665	$	1,650	$	1,676
(volumes presented	Third party sales volumes(3)		47		42		51		54		140		147
in lineal feet)	Production volumes		47		38		43		48		128		139
Softwood Plywood	Third party net sales	$	39	$	34	$	55	$	42	$	128	$	130
(volumes presented	Third party sales realizations	$	348	$	356	$	507	$	346	$	405	$	369
in square feet 3/8")	Third party sales volumes(3)		113		95		107		121		315		351
	Production volumes		97		76		94		100		267		302
Medium Density	Third party net sales	$	44	$	33	$	47	$	44	$	124	$	127
Fiberboard	Third party sales realizations	$	841	$	825	$	864	$	831	$	845	$	836
(volumes presented	Third party sales volumes(3)		52		40		55		53		147		152
in square feet 3/4")	Production volumes		56		35		57		47		148		153

⁽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

Q3.2020 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 postretirement 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	Q1.2020			Q2.2020			Q3.2020			Q3.2019			YTD.2020			YTD.2019
Unallocated corporate function and variable compensation expense	$	(19	)	$	(23	)	$	(36	)	$	(19	)	$	(78	)	$	(50	)
Liability classified share-based compensation		10			(4	)		(5	)		(1	)		1			(5	)
Foreign exchange gain (loss)		(8	)		3			2			(1	)		(3	)		(2	)
Elimination of intersegment profit in inventory and LIFO		(13	)		18			(9	)		6			(4	)		(4	)
Other, net		(5	)		(4	)		(14	)		(30	)		(23	)		(86	)
Operating loss		(35	)		(10	)		(62	)		(45	)		(107	)		(147	)
Non-operating pension and other postretirement benefit costs		(9	)		(10	)		(9	)		(15	)		(28	)		(495	)
Interest income and other		1			2			2			6			5			22
Net charge to earnings	$	(43	)	$	(18	)	$	(69	)	$	(54	)	$	(130	)	$	(620	)

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

in millions	Q1.2020			Q2.2020			Q3.2020			Q3.2019			YTD.2020			YTD.2019
Operating loss	$	(35	)	$	(10	)	$	(62	)	$	(45	)	$	(107	)	$	(147	)
Depreciation, depletion and amortization		2			1			2			1			5			3
Special items		(12	)		—			—			15			(12	)		35
Adjusted EBITDA(1)	$	(45	)	$	(9	)	$	(60	)	$	(29	)	$	(114	)	$	(109	)

⁽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	Q1.2020		Q2.2020		Q3.2020		Q3.2019			YTD.2020		YTD.2019
Legal benefits (charges)	$	12	$	—	$	—	$	(15	)	$	12	$	(35	)
Special items included in operating loss		12		—		—		(15	)		12		(35	)
Pension settlement charges		—		—		—		—			—		(449	)
Special items included in net charge to earnings	$	12	$	—	$	—	$	(15	)	$	12	$	(484	)

Unallocated Selected Items

in millions	Q1.2020		Q2.2020		Q3.2020		Q3.2019			YTD.2020		YTD.2019
Cash spent for capital expenditures	$	—	$	—	$	—	$	(5	)	$	—	$	(14	)

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XML

Document and Entity Information	Oct. 30, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 30, 2020
Entity Registrant Name	WEYERHAEUSER COMPANY
Entity Central Index Key	0000106535
Entity Emerging Growth Company	false
Entity File Number	1-4825
Entity Incorporation State Country Code	WA
Entity Tax Identification Number	91-0470860
Entity Address Address Line1	220 Occidental Avenue South
Entity Address City Or Town	Seattle
Entity Address State Or Province	WA
Entity Address Postal Zip Code	98104-7800
City Area Code	(206)
Local Phone Number	539-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common Stock, par value $1.25 per share
Trading Symbol	WY
Name of each exchange on which registered	NYSE