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 26, 2023

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)

Washington	1-4825	91-0470860
(State or other jurisdiction of<br><br>incorporation or organization)	(Commission<br><br>File Number)	(IRS Employer<br><br>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<br><br>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

Item 2.02. Results of Operations and Financial Condition
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT 99.1
EXHIBIT 99.2

Table of Contents

Section 2 - Financial Information

Item 2.02. Results of Operations and Financial Condition

On October 26, 2023, Weyerhaeuser Company issued a press release announcing its financial results for the quarter ended September 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 October 26, 2023 reporting results of operations for the quarter ended September 30, 2023.
99.2	Exhibit to press release of Weyerhaeuser Company issued October 26, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Table of Contents

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: October 26, 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 Third Quarter Results

• Achieved net earnings of $239 million, or $0.33 per diluted share

• Generated Adjusted EBITDA of $509 million, a 9 percent increase compared with second quarter 2023

• Received approval for the company’s first forest carbon credits

SEATTLE, October 26, 2023 – Weyerhaeuser Company (NYSE: WY) today reported third quarter net earnings of $239 million, or 33 cents per diluted share, on net sales of $2.0 billion. This compares with net earnings of $310 million, or 42 cents per diluted share, on net sales of $2.3 billion for the same period last year and net earnings of $230 million for second quarter 2023. There were no special items in third quarter 2023 or the same period last year. Net earnings before special items were $238 million for second quarter 2023. Adjusted EBITDA for third quarter 2023 was $509 million compared with $583 million for the same period last year and $469 million for second quarter 2023.

“In the third quarter, we delivered solid results across our businesses,” said Devin W. Stockfish, president and chief executive officer. “In addition, we achieved an important milestone in our Natural Climate Solutions growth program with the approval of our first forest carbon credits in Maine. Looking ahead, although near-term market conditions have moderated, we remain constructive on the longer-term demand fundamentals that support our businesses. Our balance sheet is exceptionally strong, and we remain focused on maintaining our industry-leading operating performance, serving our customers and delivering superior long-term value and returns for our shareholders.”

WEYERHAEUSER FINANCIAL HIGHLIGHTS	2023		2023		2022
(millions, except per share data)	Q2		Q3		Q3
Net sales	$	1,997	$	2,022	$	2,276
Net earnings	$	230	$	239	$	310
Net earnings per diluted share	$	0.31	$	0.33	$	0.42
Weighted average shares outstanding, diluted		732		732		741
Net earnings before special items(1)(2)	$	238	$	239	$	310
Net earnings per diluted share before special items(1)	$	0.32	$	0.33	$	0.42
Adjusted EBITDA(1)	$	469	$	509	$	583
Net cash from operations	$	496	$	523	$	562
Adjusted FAD(3)	$	415	$	424	$	468

(1) Net earnings before special items is a non-GAAP measure that management believes provides helpful context in understanding the company’s earnings performance. Additionally, Adjusted EBITDA is a non-GAAP measure that management uses to evaluate the performance of the company. Adjusted EBITDA, as we define it, is operating income adjusted for depreciation, depletion, amortization, basis of real estate sold and special items. Net earnings before special items and Adjusted EBITDA should not be considered in isolation from, and are not intended to represent an alternative to, our GAAP results. Reconciliations of net earnings before special items and Adjusted EBITDA to GAAP earnings are included within this release.

(2) Special items for prior periods presented are included in the reconciliation tables within this release.

(3) Adjusted Funds Available for Distribution (Adjusted FAD) is a non-GAAP measure that management uses to evaluate the company’s liquidity. Adjusted FAD, as we define it, is net cash from operations adjusted for capital expenditures and significant non-recurring items. Adjusted FAD measures cash generated during the period (net of capital expenditures and significant non-recurring items) that is available for dividends, repurchases of common shares, debt reduction, acquisitions, and other discretionary and nondiscretionary capital allocation activities. Adjusted FAD should not be considered in isolation from, and is not intended to represent an alternative to, our GAAP results. A reconciliation of Adjusted FAD to net cash from operations is included within this release.

TIMBERLANDS

FINANCIAL HIGHLIGHTS	2023		2023
(millions)	Q2		Q3		Change
Net sales	$	567	$	521	$	(46	)
Net contribution to pretax earnings	$	104	$	78	$	(26	)
Adjusted EBITDA	$	172	$	143	$	(29	)

Q3 2023 Performance – In the West, fee harvest and domestic sales volumes were moderately lower than the second quarter as a result of higher elevation harvest operations and temporary harvest restrictions due to wildfire risk. Export sales volumes were significantly lower, which was partially driven by fewer export shipments to Japan. Sales realizations were slightly lower, partially driven by a reduction in export volumes, while domestic sales realizations were comparable. Per unit log and haul costs were lower. In the South, fee harvest volumes were moderately lower, partly due to wet conditions early in the quarter. Sales realizations were slightly lower, and per unit log and haul costs were comparable. Forestry and road costs in the West and South were seasonally higher.

Q4 2023 Outlook – Weyerhaeuser anticipates fourth quarter earnings and Adjusted EBITDA will be comparable to the third quarter. In the West, the company expects fee harvest volumes, sales realizations and forestry and road costs to be comparable. Per unit log and haul costs are expected to be moderately higher. In the South, the company expects fee harvest volumes, sales realizations and per unit log and haul costs to be comparable to the third quarter. Forestry and road costs are expected to be moderately lower.

REAL ESTATE, ENERGY & NATURAL RESOURCES

FINANCIAL HIGHLIGHTS	2023		2023
(millions)	Q2		Q3		Change
Net sales	$	80	$	105	$	25
Net contribution to pretax earnings	$	52	$	56	$	4
Adjusted EBITDA	$	70	$	94	$	24

Q3 2023 Performance – Earnings and Adjusted EBITDA increased from the second quarter due to higher real estate sales. The number of acres sold increased significantly due to the timing of transactions. The average price per acre was significantly lower and the average basis as a percentage of sales was significantly higher due to the mix of properties sold.

Q4 2023 Outlook – Weyerhaeuser anticipates fourth quarter earnings and Adjusted EBITDA will be lower than the third quarter due to the timing and mix of real estate sales. The company now expects full year 2023 Adjusted EBITDA to be approximately $310 million, a $10 million increase from prior outlook, and continues to expect 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)	Q2		Q3		Change
Net sales	$	1,500	$	1,537	$	37
Net contribution to pretax earnings	$	218	$	277	$	59
Adjusted EBITDA	$	270	$	328	$	58

Q3 2023 Performance – Sales realizations for lumber were comparable to the second quarter average, while sales realizations for oriented strand board increased 39 percent. Sales volumes for lumber were slightly lower due to reduced production at several mills, partially driven by temporary operational disruptions. Unit manufacturing costs were comparable and log costs were moderately lower. For oriented strand board, sales volumes were moderately lower and unit manufacturing costs were slightly higher due to planned downtime for annual maintenance. Sales realizations were slightly lower for most engineered wood products, while sales volumes were slightly higher, primarily for solid section products. Unit manufacturing costs were slightly higher and raw material costs were higher, primarily for oriented strand board webstock.

Q4 2023 Outlook – Weyerhaeuser anticipates fourth quarter earnings and Adjusted EBITDA will be moderately lower than the third quarter, excluding the effect of changes in average sales realizations for lumber and oriented strand board. For lumber, the company expects moderately higher sales volumes, comparable log costs, and slightly lower unit manufacturing costs. For oriented strand board, the company anticipates moderately higher sales volumes, slightly higher fiber costs, and slightly lower unit manufacturing costs. For engineered wood products, the company expects lower sales realizations, slightly higher raw material costs, and slightly lower sales volumes, primarily for solid section products. For distribution, the company anticipates lower results compared to the third quarter, primarily driven by a decrease in commodity realizations.

ABOUT WEYERHAEUSER

Weyerhaeuser Company, one of the world's largest private owners of timberlands, began operations in 1900. We own or control approximately 11 million acres of timberlands in the U.S. and manage additional timberlands under long-term licenses in Canada. We manage these timberlands on a sustainable basis 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 October 27, 2023 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 27, 2023.

To join the conference call from within North America, dial 1-877-407-0792 (access code: 13734909) at least 15 minutes prior to the call. Those calling from outside North America should dial 201-689-8263 (access code: 13734909). Replays will be available for two weeks at 1-844-512-2921 (access code: 13734909) from within North America, and at 1-412-317-6671 (access code: 13734909) 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: long-term demand drivers and fundamentals and future operating performance and delivery of long-term shareholder value and returns; 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 costs 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; sales volumes, sales realizations and raw material costs for our engineered wood products business; commodity realizations for our distribution 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,” "maintain," “planned,” “will,” and similar words and expressions. They may use the positive, negative or another variation of those and similar words and expressions. These forward-looking statements are based on our current expectations and assumptions and are not guarantees of future events or performance. The realization of our expectations and the accuracy of our assumptions are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to:

● the effect of general economic conditions, including employment rates, interest rate levels, inflation, housing starts, general availability and cost of financing for home mortgages and the relative strength of the U.S. dollar;

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

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

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

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

● the availability and cost of shipping and transportation;

● economic activity in Asia, especially Japan and China;

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

● potential disruptions in our manufacturing operations;

● the level of competition from domestic and foreign producers;

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

● our ability to hire and retain capable employees;

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

● raw material availability and prices;

● the effect of weather;

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

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

● energy prices;

● transportation and labor availability and costs;

● federal tax policies;

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

● legal proceedings;

● performance of pension fund investments and related derivatives;

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

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

● changes in accounting principles; and

● other risks and uncertainties identified in our 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 June 30, 2023:

(millions)	Timberlands		Real Estate <br>& ENR		Wood <br>Products		Unallocated <br>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 September 30, 2023:

(millions)	Timberlands		Real Estate <br>& ENR		Wood <br>Products		Unallocated <br>Items			Total
Adjusted EBITDA by Segment:
Net earnings										$	239
Interest expense, net of capitalized interest											72
Income taxes											54
Net contribution (charge) to earnings	$	78	$	56	$	277	$	(46	)	$	365
Non-operating pension and other post-employment benefit costs		—		—		—		12			12
Interest income and other		—		—		—		(24	)		(24	)
Operating income (loss)		78		56		277		(58	)		353
Depreciation, depletion and amortization		65		4		51		2			122
Basis of real estate sold		—		34		—		—			34
Adjusted EBITDA	$	143	$	94	$	328	$	(56	)	$	509

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

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

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

(millions)	Timberlands		Real Estate <br>& ENR		Wood <br>Products		Unallocated <br>Items			Total
Adjusted EBITDA by Segment:
Net earnings										$	620
Interest expense, net of capitalized interest											208
Income taxes											101
Net contribution (charge) to earnings	$	302	$	161	$	590	$	(124	)	$	929
Non-operating pension and other post-employment benefit costs		—		—		—		33			33
Interest income and other		—		—		—		(54	)		(54	)
Operating income (loss)		302		161		590		(145	)		908
Depreciation, depletion and amortization		201		12		156		5			374
Basis of real estate sold		—		80		—		—			80
Special items included in operating income (loss)(1)		—		—		—		11			11
Adjusted EBITDA	$	503	$	253	$	746	$	(129	)	$	1,373

(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)	Q2		Q3		Q3
Net earnings	$	230	$	239	$	310
Environmental remediation charge		8		—		—
Net earnings before special items	$	238	$	239	$	310

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

	2023		2023		2022
	Q2		Q3		Q3
Net earnings per diluted share	$	0.31	$	0.33	$	0.42
Environmental remediation charge		0.01		—		—
Net earnings per diluted share before special items	$	0.32	$	0.33	$	0.42

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)	Q2			Q3			Q3			Q3 YTD
Net cash from operations	$	496		$	523		$	562		$	1,145
Capital expenditures		(81	)		(99	)		(94	)		(251	)
Adjusted FAD	$	415		$	424		$	468		$	894

EX-99.2

Weyerhaeuser Company	Exhibit 99.2

Q3.2023 Analyst Package

Preliminary results (unaudited)

Consolidated Statement of Operations

	Q1			Q2			Q3						Year-to-Date
in millions	March 31,<br> 2023			June 30,<br> 2023			Sept 30,<br>2023			Sept 30,<br>2022			Sept 30,<br>2023			Sept 30,<br>2022
Net sales	$	1,881		$	1,997		$	2,022		$	2,276		$	5,900		$	8,361
Costs of sales		1,512			1,528			1,520			1,694			4,560			5,130
Gross margin		369			469			502			582			1,340			3,231
Selling expenses		22			22			22			24			66			70
General and administrative expenses		101			108			107			100			316			294
Other operating costs, net		10			20			20			1			50			19
Operating income		236			319			353			457			908			2,848
Non-operating pension and other post-employment benefit costs		(9	)		(12	)		(12	)		(12	)		(33	)		(38	)
Interest income and other		12			18			24			9			54			9
Interest expense, net of capitalized interest		(66	)		(70	)		(72	)		(67	)		(208	)		(204	)
Loss on debt extinguishment		—			—			—			—			—			(276	)
Earnings before income taxes		173			255			293			387			721			2,339
Income taxes		(22	)		(25	)		(54	)		(77	)		(101	)		(470	)
Net earnings	$	151		$	230		$	239		$	310		$	620		$	1,869

Per Share Information

	Q1		Q2		Q3				Year-to-Date
	March 31,<br> 2023		June 30,<br> 2023		Sept 30,<br>2023		Sept 30,<br>2022		Sept 30,<br>2023		Sept 30,<br>2022
Earnings per share, basic and diluted	$	0.21	$	0.31	$	0.33	$	0.42	$	0.85	$	2.51
Dividends paid per common share	$	1.09	$	0.19	$	0.19	$	0.18	$	1.47	$	1.99
Weighted average shares outstanding (in thousands):
Basic		733,163		732,021		731,046		740,058		732,069		743,990
Diluted		733,546		732,362		731,742		740,975		732,542		745,081
Common shares outstanding at end of period <br>(in thousands)		732,507		730,850		730,128		737,547		730,128		737,547

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

	Q1			Q2			Q3						Year-to-Date
in millions	March 31,<br> 2023			June 30,<br> 2023			Sept 30,<br>2023			Sept 30,<br>2022			Sept 30,<br>2023			Sept 30,<br>2022
Net earnings	$	151		$	230		$	239		$	310		$	620		$	1,869
Non-operating pension and other post-employment benefit costs		9			12			12			12			33			38
Interest income and other		(12	)		(18	)		(24	)		(9	)		(54	)		(9	)
Interest expense, net of capitalized interest		66			70			72			67			208			204
Loss on debt extinguishment		—			—			—			—			—			276
Income taxes		22			25			54			77			101			470
Operating income		236			319			353			457			908			2,848
Depreciation, depletion and amortization		126			126			122			119			374			360
Basis of real estate sold		33			13			34			7			80			77
Special items included in operating income		—			11			—			—			11			—
Adjusted EBITDA(1)	$	395		$	469		$	509		$	583		$	1,373		$	3,285

(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

Q3.2023 Analyst Package

Preliminary results (unaudited)

Special Items Included in Net Earnings (Income Tax Affected)

	Q1		Q2		Q3				Year-to-Date
in millions	March 31,<br> 2023		June 30,<br> 2023		Sept 30,<br>2023		Sept 30,<br>2022		Sept 30,<br>2023		Sept 30,<br>2022
Net earnings	$	151	$	230	$	239	$	310	$	620	$	1,869
Loss on debt extinguishment(1)		—		—		—		—		—		207
Environmental remediation charge		—		8		—		—		8		—
Net earnings before special items(2)	$	151	$	238	$	239	$	310	$	628	$	2,076
	Q1		Q2		Q3				Year-to-Date
---	---	---	---	---	---	---	---	---	---	---	---	---
	March 31,<br> 2023		June 30,<br> 2023		Sept 30,<br>2023		Sept 30,<br>2022		Sept 30,<br>2023		Sept 30,<br>2022
Net earnings per diluted share	$	0.21	$	0.31	$	0.33	$	0.42	$	0.85	$	2.51
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	$	0.33	$	0.42	$	0.86	$	2.79

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

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

Selected Total Company Items

	Q1		Q2		Q3				Year-to-Date
in millions	March 31,<br> 2023		June 30,<br> 2023		Sept 30,<br>2023		Sept 30,<br>2022		Sept 30,<br>2023		Sept 30,<br>2022
Pension and post-employment costs:
Pension and post-employment service costs	$	6	$	5	$	6	$	9	$	17	$	27
Non-operating pension and other post-employment benefit costs		9		12		12		12		33		38
Total company pension and post-employment costs	$	15	$	17	$	18	$	21	$	50	$	65

Page 2 of 8

Weyerhaeuser Company

Q3.2023 Analyst Package

Preliminary results (unaudited)

Condensed Consolidated Balance Sheet

in millions	March 31,<br>2023		June 30,<br>2023		September 30,<br>2023		December 31,<br>2022
ASSETS
Current assets:
Cash and cash equivalents	$	797	$	1,095	$	1,173	$	1,581
Short-term investments		—		665		668		—
Receivables, net		440		462		443		357
Receivables for taxes		28		18		18		42
Inventories		586		539		528		550
Prepaid expenses and other current assets		202		188		186		216
Total current assets		2,053		2,967		3,016		2,746
Property and equipment, net		2,157		2,133		2,106		2,171
Construction in progress		222		260		311		222
Timber and timberlands at cost, less depletion		11,564		11,512		11,521		11,604
Minerals and mineral rights, less depletion		211		207		203		214
Deferred tax assets		8		8		8		8
Other assets		365		383		385		375
Total assets	$	16,580	$	17,470	$	17,550	$	17,340
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	981	$	980	$	861	$	982
Accounts payable		266		254		288		247
Accrued liabilities		403		473		537		511
Total current liabilities		1,650		1,707		1,686		1,740
Long-term debt, net		4,072		4,817		4,818		4,071
Deferred tax liabilities		101		105		113		96
Deferred pension and other post-employment benefits		346		348		349		344
Other liabilities		335		352		356		340
Total liabilities		6,504		7,329		7,322		6,591
Total equity		10,076		10,141		10,228		10,749
Total liabilities and equity	$	16,580	$	17,470	$	17,550	$	17,340

Page 3 of 8

Weyerhaeuser Company

Q3.2023 Analyst Package

Preliminary results (unaudited)

Consolidated Statement of Cash Flows

	Q1			Q2			Q3						Year-to-Date
in millions	March 31,<br> 2023			June 30,<br> 2023			Sept 30,<br>2023			Sept 30,<br>2022			Sept 30,<br>2023			Sept 30,<br>2022
Cash flows from operations:
Net earnings	$	151		$	230		$	239		$	310		$	620		$	1,869
Noncash charges (credits) to earnings:
Depreciation, depletion and amortization		126			126			122			119			374			360
Basis of real estate sold		33			13			34			7			80			77
Pension and other post-employment benefits		15			17			18			21			50			65
Share-based compensation expense		8			9			9			8			26			25
Loss on debt extinguishment		—			—			—			—			—			276
Other		3			(1	)		(6	)		3			(4	)		17
Change in:
Receivables, net		(83	)		(22	)		28			121			(77	)		81
Receivables and payables for taxes		14			13			24			(12	)		51			15
Inventories		(36	)		50			9			28			23			(30	)
Prepaid expenses and other current assets		(9	)		17			(13	)		(4	)		(5	)		(7	)
Accounts payable and accrued liabilities		(87	)		57			73			(8	)		43			(23	)
Pension and post-employment benefit contributions and payments		(6	)		(5	)		(5	)		(5	)		(16	)		(19	)
Other		(3	)		(8	)		(9	)		(26	)		(20	)		(41	)
Net cash from operations	$	126		$	496		$	523		$	562		$	1,145		$	2,665
Cash flows from investing activities:
Capital expenditures for property and equipment	$	(50	)	$	(69	)	$	(90	)	$	(86	)	$	(209	)	$	(207	)
Capital expenditures for timberlands reforestation		(21	)		(12	)		(9	)		(8	)		(42	)		(38	)
Acquisition of timberlands		—			(2	)		(68	)		(3	)		(70	)		(286	)
Purchase of short-term investments		—			(664	)		—			—			(664	)		—
Other		2			(2	)		3			—			3			1
Net cash from investing activities	$	(69	)	$	(749	)	$	(164	)	$	(97	)	$	(982	)	$	(530	)
Cash flows from financing activities:
Cash dividends on common shares	$	(799	)	$	(139	)	$	(138	)	$	(133	)	$	(1,076	)	$	(1,485	)
Net proceeds from issuance of long-term debt		—			743			—			—			743			881
Payments on long-term debt		—			—			(118	)		—			(118	)		(1,203	)
Repurchases of common shares		(34	)		(51	)		(24	)		(143	)		(109	)		(402	)
Other		(8	)		(2	)		(1	)		—			(11	)		(5	)
Net cash from financing activities	$	(841	)	$	551		$	(281	)	$	(276	)	$	(571	)	$	(2,214	)
Net change in cash, cash equivalents and restricted cash	$	(784	)	$	298		$	78		$	189		$	(408	)	$	(79	)
Cash, cash equivalents and restricted cash at beginning of period		1,581			797			1,095			1,731			1,581			1,999
Cash, cash equivalents and restricted cash at end of period	$	797		$	1,095		$	1,173		$	1,920		$	1,173		$	1,920
Cash paid during the period for:
Interest, net of amounts capitalized	$	57		$	70		$	63		$	62		$	190		$	211
Income taxes, net of refunds	$	6		$	12		$	22		$	92		$	40		$	446

Page 4 of 8

Weyerhaeuser Company	Timberlands Segment

Q3.2023 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions	Q1.2023			Q2.2023		Q3.2023		Q3.2022			YTD.2023			YTD.2022
Sales to unaffiliated customers	$	462		$	417	$	380	$	441		$	1,259		$	1,421
Intersegment sales		142			150		141		133			433			450
Total net sales		604			567		521		574			1,692			1,871
Costs of sales		461			439		417		442			1,317			1,360
Gross margin		143			128		104		132			375			511
Selling expenses		—			—		1		1			1			1
General and administrative expenses		25			24		25		25			74			73
Other operating income, net		(2	)		—		—		(1	)		(2	)		(5	)
Operating income and Net contribution to earnings	$	120		$	104	$	78	$	107		$	302		$	442

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

in millions	Q1.2023		Q2.2023		Q3.2023		Q3.2022		YTD.2023		YTD.2022
Operating income	$	120	$	104	$	78	$	107	$	302	$	442
Depreciation, depletion and amortization		68		68		65		61		201		192
Adjusted EBITDA(1)	$	188	$	172	$	143	$	168	$	503	$	634

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

Selected Segment Items

in millions	Q1.2023			Q2.2023			Q3.2023			Q3.2022			YTD.2023			YTD.2022
Total (increase) decrease in working capital(2)	$	(24	)	$	51		$	23		$	14		$	50		$	37
Cash spent for capital expenditures(3)	$	(26	)	$	(22	)	$	(26	)	$	(22	)	$	(74	)	$	(75	)

(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		Q3.2023		Q3.2022		YTD.2023		YTD.2022
Third Party	Delivered logs:
Net Sales	West	$	229	$	206	$	176	$	224	$	611	$	791
(millions)	South		168		162		155		166		485		480
	North		17		7		11		15		35		40
	Total delivered logs		414		375		342		405		1,131		1,311
	Stumpage and pay-as-cut timber		16		15		12		10		43		30
	Recreational and other lease revenue		18		17		19		18		54		51
	Other revenue		14		10		7		8		31		29
	Total	$	462	$	417	$	380	$	441	$	1,259	$	1,421
Delivered Logs	West	$	137.10	$	123.45	$	119.19	$	158.59	$	126.89	$	164.97
Third Party Sales	South	$	38.23	$	37.49	$	36.92	$	38.59	$	37.56	$	38.08
Realizations (per ton)	North	$	81.71	$	78.69	$	73.81	$	83.84	$	78.46	$	79.26
Delivered Logs	West		1,674		1,661		1,479		1,411		4,814		4,793
Third Party Sales	South		4,386		4,341		4,180		4,310		12,907		12,612
Volumes (tons, thousands)	North		204		98		148		177		450		505
Fee Harvest Volumes	West		2,245		2,292		2,137		1,760		6,674		6,085
(tons, thousands)	South		6,432		6,430		6,146		6,112		19,008		18,113
	North		285		175		223		245		683		703

(4) Western logs are primarily transacted in MBF but are converted to ton equivalents for external reporting purposes.

Page 5 of 8

Weyerhaeuser Company	Real Estate, Energy & Natural Resources Segment

Q3.2023 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions	Q1.2023		Q2.2023		Q3.2023		Q3.2022		YTD.2023		YTD.2022
Net sales	$	101	$	80	$	105	$	68	$	286	$	313
Costs of sales		41		21		43		14		105		100
Gross margin		60		59		62		54		181		213
General and administrative expenses		7		7		6		6		20		19
Operating income and Net contribution to earnings	$	53	$	52	$	56	$	48	$	161	$	194

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

in millions	Q1.2023		Q2.2023		Q3.2023		Q3.2022		YTD.2023		YTD.2022
Operating income	$	53	$	52	$	56	$	48	$	161	$	194
Depreciation, depletion and amortization		3		5		4		5		12		12
Basis of real estate sold		33		13		34		7		80		77
Adjusted EBITDA(1)	$	89	$	70	$	94	$	60	$	253	$	283

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

Selected Segment Items

in millions	Q1.2023		Q2.2023		Q3.2023		Q3.2022		YTD.2023		YTD.2022
Cash spent for capital expenditures	$	—	$	—	$	—	$	—	$	—	$	—

Segment Statistics

		Q1.2023			Q2.2023			Q3.2023			Q3.2022			YTD.2023			YTD.2022
Net Sales	Real Estate	$	72		$	47		$	79		$	30		$	198		$	217
(millions)	Energy and Natural Resources		29			33			26			38			88			96
	Total	$	101		$	80		$	105		$	68		$	286		$	313
Acres Sold	Real Estate		20,753			9,281			25,721			5,014			55,755			56,046
Price per Acre	Real Estate	$	3,241		$	4,790		$	3,033		$	5,046		$	3,403		$	3,624
Basis as a Percent of <br>Real Estate Net Sales	Real Estate		46	%		28	%		43	%		23	%		40	%		35	%

Page 6 of 8

Weyerhaeuser Company	Wood Products Segment

Q3.2023 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions	Q1.2023		Q2.2023		Q3.2023		Q3.2022		YTD.2023		YTD.2022
Net sales	$	1,318	$	1,500	$	1,537	$	1,767	$	4,355	$	6,627
Costs of sales		1,159		1,218		1,195		1,360		3,572		4,050
Gross margin		159		282		342		407		783		2,577
Selling expenses		22		21		20		22		63		64
General and administrative expenses		36		37		38		36		111		106
Other operating costs, net		6		6		7		5		19		18
Operating income and Net contribution to earnings	$	95	$	218	$	277	$	344	$	590	$	2,389

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

in millions	Q1.2023		Q2.2023		Q3.2023		Q3.2022		YTD.2023		YTD.2022
Operating income	$	95	$	218	$	277	$	344	$	590	$	2,389
Depreciation, depletion and amortization		53		52		51		51		156		151
Adjusted EBITDA(1)	$	148	$	270	$	328	$	395	$	746	$	2,540

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

Selected Segment Items

in millions	Q1.2023			Q2.2023			Q3.2023			Q3.2022			YTD.2023			YTD.2022
Total (increase) decrease in working capital(2)	$	(127	)	$	40		$	52		$	136		$	(35	)	$	(30	)
Cash spent for capital expenditures	$	(43	)	$	(56	)	$	(69	)	$	(68	)	$	(168	)	$	(163	)

(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		Q3.2023		Q3.2022		YTD.2023		YTD.2022
Structural Lumber	Third party net sales	$	515	$	573	$	570	$	676	$	1,658	$	2,880
(volumes presented	Third party sales realizations	$	450	$	479	$	481	$	556	$	470	$	786
in board feet)	Third party sales volumes(3)		1,144		1,196		1,184		1,216		3,524		3,662
	Production volumes		1,143		1,164		1,174		1,140		3,481		3,575
Oriented Strand	Third party net sales	$	208	$	215	$	284	$	287	$	707	$	1,348
Board	Third party sales realizations	$	269	$	299	$	416	$	401	$	325	$	622
(volumes presented	Third party sales volumes(3)		773		720		683		715		2,176		2,167
in square feet 3/8")	Production volumes		761		727		724		735		2,212		2,232
Engineered Solid	Third party net sales	$	169	$	215	$	216	$	233	$	600	$	676
Section	Third party sales realizations	$	3,643	$	3,571	$	3,458	$	3,946	$	3,549	$	3,754
(volumes presented	Third party sales volumes(3)		4.7		6.0		6.2		5.9		16.9		18.0
in cubic feet)	Production volumes		4.6		5.9		5.6		6.0		16.1		18.1
Engineered	Third party net sales	$	87	$	126	$	122	$	166	$	335	$	471
I-joists	Third party sales realizations	$	3,171	$	2,901	$	2,862	$	3,525	$	2,951	$	3,312
(volumes presented	Third party sales volumes(3)		27		44		42		47		113		142
in lineal feet)	Production volumes		25		38		42		47		105		141
Softwood Plywood	Third party net sales	$	41	$	44	$	42	$	47	$	127	$	158
(volumes presented	Third party sales realizations	$	490	$	474	$	488	$	632	$	484	$	720
in square feet 3/8")	Third party sales volumes(3)		83		94		86		74		263		219
	Production volumes		74		84		77		64		235		197
Medium Density	Third party net sales	$	38	$	42	$	40	$	50	$	120	$	151
Fiberboard	Third party sales realizations	$	1,314	$	1,342	$	1,242	$	1,274	$	1,298	$	1,173
(volumes presented	Third party sales volumes(3)		29		31		33		40		93		129
in square feet 3/4")	Production volumes		34		33		34		38		101		130

(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

Q3.2023 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			Q3.2023			Q3.2022			YTD.2023			YTD.2022
Unallocated corporate function and variable compensation expense	$	(27	)	$	(32	)	$	(33	)	$	(36	)	$	(92	)	$	(103	)
Liability classified share-based compensation		—			(2	)		2			2			—			5
Foreign exchange (loss) gain		(1	)		2			—			9			1			12
Elimination of intersegment profit in inventory and LIFO		9			3			(4	)		2			8			(39	)
Other, net		(13	)		(26	)		(23	)		(19	)		(62	)		(52	)
Operating loss		(32	)		(55	)		(58	)		(42	)		(145	)		(177	)
Non-operating pension and other post-employment benefit costs		(9	)		(12	)		(12	)		(12	)		(33	)		(38	)
Interest income and other		12			18			24			9			54			9
Net charge to earnings	$	(29	)	$	(49	)	$	(46	)	$	(45	)	$	(124	)	$	(206	)

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

in millions	Q1.2023			Q2.2023			Q3.2023			Q3.2022			YTD.2023			YTD.2022
Operating loss	$	(32	)	$	(55	)	$	(58	)	$	(42	)	$	(145	)	$	(177	)
Depreciation, depletion and amortization		2			1			2			2			5			5
Special items		—			11			—			—			11			—
Adjusted EBITDA(1)	$	(30	)	$	(43	)	$	(56	)	$	(40	)	$	(129	)	$	(172	)

(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		Q3.2023		Q3.2022		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			Q3.2023			Q3.2022			YTD.2023			YTD.2022
Cash spent for capital expenditures	$	(2	)	$	(3	)	$	(4	)	$	(4	)	$	(9	)	$	(7	)

Page 8 of 8