8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 25, 2024

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 April 25, 2024, Weyerhaeuser Company issued a press release announcing its financial results for the quarter ended March 31, 2024. Copies of the press release and the exhibit thereto are furnished as Exhibit 99.1 and Exhibit 99.2 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following items are furnished as exhibits to this report.

Exhibit No.	Description
99.1	Press release of Weyerhaeuser Company issued April 25, 2024 reporting results of operations for the quarter ended March 31, 2024.
99.2	Exhibit to press release of Weyerhaeuser Company issued April 25, 2024.
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: April 25, 2024

EX-99.1

EXHIBIT 99.1

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

Weyerhaeuser Reports First Quarter Results

• Achieved net earnings of $114 million, or $0.16 per diluted share

• Generated Adjusted EBITDA of $352 million, a 10 percent increase compared with fourth quarter 2023

• Increased quarterly base dividend by 5.3 percent

• Enhanced our carbon capture and sequestration business with exploration agreement across five potential sites in the U.S. South

SEATTLE, April 25, 2024 – Weyerhaeuser Company (NYSE: WY) today reported first quarter net earnings of $114 million, or 16 cents per diluted share, on net sales of $1.8 billion. This compares with net earnings of $151 million, or 21 cents per diluted share, on net sales of $1.9 billion for the same period last year and net earnings of $219 million for fourth quarter 2023. There were no special items in first quarter 2024 or the same period last year. Net earnings before special items was $121 million for fourth quarter 2023. Adjusted EBITDA for first quarter 2024 was $352 million, compared with $395 million for the same period last year and $321 million for fourth quarter 2023.

“In the first quarter, we delivered solid results across our businesses,” said Devin W. Stockfish, president and chief executive officer. “In addition, we continued to make progress toward our multi-year targets by increasing our base dividend by 5.3 percent and signing our third carbon capture and sequestration agreement in the U.S. South. Looking forward, we are encouraged by the strong underlying fundamentals that will drive long-term growth for housing and repair and remodel demand, and natural climate solutions. And given our unmatched portfolio of assets, we are uniquely positioned to capitalize on these opportunities well into the future. Our balance sheet is exceptionally strong, and we remain focused on driving peer-leading performance across our businesses, serving our customers and delivering superior long-term value and returns to our shareholders.”

WEYERHAEUSER FINANCIAL HIGHLIGHTS	2023		2024		2023
(millions, except per share data)	Q4		Q1		Q1
Net sales	$	1,774	$	1,796	$	1,881
Net earnings	$	219	$	114	$	151
Net earnings per diluted share	$	0.30	$	0.16	$	0.21
Weighted average shares outstanding, diluted		731		731		734
Net earnings before special items(1)(2)	$	121	$	114	$	151
Net earnings per diluted share before special items(1)	$	0.16	$	0.16	$	0.21
Adjusted EBITDA(1)	$	321	$	352	$	395
Net cash from operations	$	288	$	124	$	126
Adjusted FAD(3)	$	92	$	45	$	55

(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			2024
(millions)	Q4			Q1		Change
Net sales	$	534		$	521	$	(13	)
Net contribution to pretax earnings	$	186		$	80	$	(106	)
Pretax benefit for special items	$	(109	)	$	—	$	109
Net contribution to pretax earnings before special items	$	77		$	80	$	3
Adjusted EBITDA	$	143		$	144	$	1

Q1 2024 Performance – In the West, fee harvest volumes were moderately higher than the fourth quarter. Domestic sales volumes were significantly higher and export sales volumes were significantly lower, primarily for China, as the company flexed volumes to the domestic market. Domestic sales realizations were slightly lower, primarily due to mix, while export sales realizations were comparable. Per unit log and haul costs were significantly lower due to the seasonal transition to lower elevation harvest activity. In the South, fee harvest volumes were slightly lower than the fourth quarter. Sales realizations and per unit log and haul costs were comparable. Forestry and road costs in the West and South were seasonally lower.

Q2 2024 Outlook – Weyerhaeuser anticipates second quarter earnings and Adjusted EBITDA will be slightly higher than the first quarter. In the West, the company expects moderately higher fee harvest volumes, comparable sales realizations, and higher per unit log and haul costs. In the South, the company expects fee harvest volumes to be moderately higher and sales realizations and per unit log and haul costs to be comparable. Forestry and road costs in the West and South are expected to be seasonally higher.

REAL ESTATE, ENERGY & NATURAL RESOURCES

FINANCIAL HIGHLIGHTS	2023		2024
(millions)	Q4		Q1		Change
Net sales	$	77	$	107	$	30
Net contribution to pretax earnings	$	50	$	60	$	10
Adjusted EBITDA	$	67	$	94	$	27

Q1 2024 Performance – Earnings and Adjusted EBITDA increased from the fourth quarter due to higher real estate sales. The number of acres sold increased significantly and the average price per acre decreased due to the timing and mix of properties sold.

Q2 2024 Outlook – Weyerhaeuser anticipates second quarter earnings will be approximately $10 million lower than the first quarter and Adjusted EBITDA will be comparable to the first quarter due to the timing and mix of real estate sales.

WOOD PRODUCTS

FINANCIAL HIGHLIGHTS	2023			2024
(millions)	Q4			Q1		Change
Net sales	$	1,302		$	1,302	$	—
Net contribution to pretax earnings	$	119		$	128	$	9
Pretax benefit for special items	$	(14	)	$	—	$	14
Net contribution to pretax earnings before special items	$	105		$	128	$	23
Adjusted EBITDA	$	159		$	184	$	25

Q1 2024 Performance – Sales realizations for both lumber and oriented strand board increased four percent compared with fourth quarter averages. Sales volumes for lumber were slightly lower, partially driven by winter weather disruptions early in the quarter. Unit manufacturing costs for lumber were slightly higher and log costs were

slightly lower. For oriented strand board, sales volumes and fiber costs were slightly higher, while unit manufacturing costs were slightly lower. Sales realizations were lower for most engineered wood products, while raw material costs were moderately higher. Unit manufacturing costs were slightly higher, and sales volumes were comparable for solid section and lower for I-joist products. Distribution results were higher due to improved commodity realizations and margins.

Q2 2024 Outlook – Weyerhaeuser anticipates second quarter earnings and Adjusted EBITDA will be slightly higher than the first quarter, excluding the effect of changes in average sales realizations for lumber and oriented strand board. For lumber, the company expects higher sales volumes, slightly lower log costs, and moderately lower unit manufacturing costs. For oriented strand board, the company anticipates moderately higher sales volumes, slightly higher fiber costs, and comparable unit manufacturing costs. For engineered wood products, the company expects sales volumes to be higher, sales realizations to be comparable, and raw material costs to be higher, primarily for oriented strand board webstock. For distribution, the company anticipates higher results compared to the first quarter.

ABOUT WEYERHAEUSER

Weyerhaeuser Company, one of the world's largest private owners of timberlands, began operations in 1900 and today owns or controls approximately 10.5 million acres of timberlands in the U.S., as well as additional public timberlands managed under long-term licenses in Canada. Weyerhaeuser has been a global leader in sustainability for more than a century and manages 100 percent of its timberlands on a fully sustainable basis in compliance with internationally recognized sustainable forestry standards. Weyerhaeuser is also one of the largest manufacturers of wood products in North America and operates additional business lines around product distribution, climate solutions, real estate, and energy and natural resources, among others. In 2023, the company generated $7.7 billion in net sales and employed approximately 9,300 people who serve customers worldwide. Operated as a real estate investment trust, Weyerhaeuser’s common stock trades on the New York Stock Exchange under the symbol WY. Learn more at www.weyerhaeuser.com.

EARNINGS CALL INFORMATION

Weyerhaeuser will hold a live conference call at 7 a.m. Pacific (10 a.m. Eastern) on April 26, 2024 to discuss first quarter results.

To access the live webcast and presentation online, go to the Investor Relations section on www.weyerhaeuser.com on April 26, 2024.

To join the conference call from within North America, dial 1-877-407-0792 (access code: 13742027) at least 15 minutes prior to the call. Those calling from outside North America should dial 201-689-8263 (access code: 13742027). Replays will be available for two weeks at 1-844-512-2921 (access code: 13742027) from within North America, and at 1-412-317-6671 (access code: 13742027) 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 growth in housing, repair and remodel demand and natural climate solutions; future operating performance, innovation 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 and sales volumes, sales realizations and raw material costs for our engineered wood products business and results for our distribution 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,” “future,” “growth,” “look forward,” “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 rates, inflation rates, housing starts, general availability and cost of financing for home mortgages and the relative strength of the U.S. dollar;

• 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;

• the effects of significant geopolitical conditions or developments such as significant international trade disputes or domestic or foreign terrorist attacks, armed conflict and political unrest;

• the occurrence of regional or global health epidemics and their potential effects on our business, results of operations, cash flows, financial condition and future prospects;

• 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 2023 Annual Report on Form 10-K, as well as those set forth from time to time in our other public statements, reports, registration statements, prospectuses, information statements and other filings with the SEC.

It is not possible to predict or identify all risks and uncertainties that might affect the accuracy of our forward-looking statements and, consequently, our descriptions of such risks and uncertainties should not be considered exhaustive. There is no guarantee that any of the events anticipated by these forward-looking statements will occur, and if any of the events do occur, there is no guarantee what effect they will have on the company's business, results of operations, cash flows, financial condition and future prospects.

Forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise.

RECONCILIATION OF ADJUSTED EBITDA TO NET EARNINGS

We reconcile Adjusted EBITDA to net earnings for the consolidated company and to operating income (loss) for the business segments, as those are the most directly comparable U.S. GAAP measures for each.

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

(millions)	Timberlands			Real Estate <br>& ENR		Wood <br>Products			Unallocated <br>Items			Total
Adjusted EBITDA by Segment:
Net earnings												$	219
Interest expense, net of capitalized interest													72
Income taxes													(3	)
Net contribution (charge) to earnings	$	186		$	50	$	119		$	(67	)	$	288
Non-operating pension and other post-employment benefit costs		—			—		—			12			12
Interest income and other		—			—		—			(22	)		(22	)
Operating income (loss)		186			50		119			(77	)		278
Depreciation, depletion and amortization		66			4		54			2			126
Basis of real estate sold		—			13		—			—			13
Special items included in operating income (loss)(1)(2)(3)		(109	)		—		(14	)		27			(96	)
Adjusted EBITDA	$	143		$	67	$	159		$	(48	)	$	321

(1) Operating income (loss) for Timberlands includes pretax special items consisting of an $84 million gain on the sale of timberlands and a $25 million legal benefit.

(2) Operating income (loss) for Wood Products includes a pretax special item consisting of a $14 million insurance recovery.

(3) Operating income (loss) for Unallocated includes a pretax special item consisting of $27 million of legal expense.

The table below reconciles Adjusted EBITDA for the quarter ended March 31, 2024:

(millions)	Timberlands		Real Estate <br>& ENR		Wood <br>Products		Unallocated <br>Items			Total
Adjusted EBITDA by Segment:
Net earnings										$	114
Interest expense, net of capitalized interest											67
Income taxes											20
Net contribution (charge) to earnings	$	80	$	60	$	128	$	(67	)	$	201
Non-operating pension and other post-employment benefit costs		—		—		—		11			11
Interest income and other		—		—		—		(16	)		(16	)
Operating income (loss)		80		60		128		(72	)		196
Depreciation, depletion and amortization		64		3		56		2			125
Basis of real estate sold		—		31		—		—			31
Adjusted EBITDA	$	144	$	94	$	184	$	(70	)	$	352

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

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

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			2024		2023
(millions)	Q4			Q1		Q1
Net earnings	$	219		$	114	$	151
Gain on sale of timberlands		(83	)		—		—
Insurance recovery		(10	)		—		—
Legal benefit		(25	)		—		—
Legal expense		20			—		—
Net earnings before special items	$	121		$	114	$	151

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

	2023			2024		2023
	Q4			Q1		Q1
Net earnings per diluted share	$	0.30		$	0.16	$	0.21
Gain on sale of timberlands		(0.12	)		—		—
Insurance recovery		(0.01	)		—		—
Legal benefit		(0.03	)		—		—
Legal expense		0.02			—		—
Net earnings per diluted share before special items	$	0.16		$	0.16	$	0.21

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			2024			2023
(millions)	Q4			Q1			Q1
Net cash from operations	$	288		$	124		$	126
Capital expenditures		(196	)		(79	)		(71	)
Adjusted FAD	$	92		$	45		$	55

EX-99.2

Weyerhaeuser Company	Exhibit 99.2

Q1.2024 Analyst Package

Preliminary results (unaudited)

Consolidated Statement of Operations

	Q4			Q1
in millions	Dec 31,<br> 2023			March 31,<br>2024			March 31,<br>2023
Net sales	$	1,774		$	1,796		$	1,881
Costs of sales		1,432			1,441			1,512
Gross margin		342			355			369
Selling expenses		21			22			22
General and administrative expenses		115			120			101
Gain on sale of timberlands		(84	)		—			—
Other operating costs, net		12			17			10
Operating income		278			196			236
Non-operating pension and other post-employment benefit costs		(12	)		(11	)		(9	)
Interest income and other		22			16			12
Interest expense, net of capitalized interest		(72	)		(67	)		(66	)
Earnings before income taxes		216			134			173
Income taxes		3			(20	)		(22	)
Net earnings	$	219		$	114		$	151

Per Share Information

	Q4		Q1
	Dec 31,<br> 2023		March 31,<br>2024		March 31,<br>2023
Earnings per share, basic and diluted	$	0.30	$	0.16	$	0.21
Dividends paid per common share	$	0.19	$	0.34	$	1.09
Weighted average shares outstanding (in thousands):
Basic		730,422		730,043		733,163
Diluted		731,277		730,558		733,546
Common shares outstanding at end of period (in thousands)		729,753		729,141		732,507

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

	Q4			Q1
in millions	Dec 31,<br> 2023			March 31,<br>2024			March 31,<br>2023
Net earnings	$	219		$	114		$	151
Non-operating pension and other post-employment benefit costs		12			11			9
Interest income and other		(22	)		(16	)		(12	)
Interest expense, net of capitalized interest		72			67			66
Income taxes		(3	)		20			22
Operating income		278			196			236
Depreciation, depletion and amortization		126			125			126
Basis of real estate sold		13			31			33
Special items included in operating income		(96	)		—			—
Adjusted EBITDA(1)	$	321		$	352		$	395

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

Page 1 of 8

Weyerhaeuser Company	Total Company Statistics

Q1.2024 Analyst Package

Preliminary results (unaudited)

Special Items Included in Net Earnings (Income Tax Affected)

	Q4			Q1
in millions	Dec 31,<br> 2023			March 31,<br>2024		March 31,<br>2023
Net earnings	$	219		$	114	$	151
Gain on sale of timberlands		(83	)		—		—
Insurance recovery		(10	)		—		—
Legal benefit		(25	)		—		—
Legal expense		20			—		—
Net earnings before special items(1)	$	121		$	114	$	151
	Q4			Q1
---	---	---	---	---	---	---	---
	Dec 31,<br> 2023			March 31,<br>2024		March 31,<br>2023
Net earnings per diluted share	$	0.30		$	0.16	$	0.21
Gain on sale of timberlands		(0.12	)		—		—
Insurance recovery		(0.01	)		—		—
Legal benefit		(0.03	)		—		—
Legal expense		0.02			—		—
Net earnings per diluted share before special items(1)	$	0.16		$	0.16	$	0.21

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

Selected Total Company Items

	Q4		Q1
in millions	Dec 31,<br> 2023		March 31,<br>2024		March 31,<br>2023
Pension and post-employment costs:
Pension and post-employment service costs	$	6	$	5	$	6
Non-operating pension and other post-employment benefit costs		12		11		9
Total company pension and post-employment costs	$	18	$	16	$	15

Page 2 of 8

Weyerhaeuser Company

Q1.2024 Analyst Package

Preliminary results (unaudited)

Condensed Consolidated Balance Sheet

in millions	December 31,<br>2023		March 31,<br>2024		March 31,<br> 2023
ASSETS
Current assets:
Cash and cash equivalents	$	1,164	$	871	$	797
Receivables, net		354		405		440
Receivables for taxes		10		13		28
Inventories		566		630		586
Prepaid expenses and other current assets		219		192		202
Total current assets		2,313		2,111		2,053
Property and equipment, net		2,269		2,283		2,157
Construction in progress		270		243		222
Timber and timberlands at cost, less depletion		11,528		11,481		11,564
Minerals and mineral rights, less depletion		200		198		211
Deferred tax assets		15		14		8
Other assets		388		426		365
Total assets	$	16,983	$	16,756	$	16,580
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	—	$	210	$	981
Accounts payable		287		310		266
Accrued liabilities		501		424		403
Total current liabilities		788		944		1,650
Long-term debt, net		5,069		4,861		4,072
Deferred tax liabilities		81		84		101
Deferred pension and other post-employment benefits		461		460		346
Other liabilities		348		353		335
Total liabilities		6,747		6,702		6,504
Total equity		10,236		10,054		10,076
Total liabilities and equity	$	16,983	$	16,756	$	16,580

Page 3 of 8

Weyerhaeuser Company

Q1.2024 Analyst Package

Preliminary results (unaudited)

Consolidated Statement of Cash Flows

	Q4			Q1
in millions	December 31,<br>2023			March 31,<br>2024			March 31,<br>2023
Cash flows from operations:
Net earnings	$	219		$	114		$	151
Noncash charges (credits) to earnings:
Depreciation, depletion and amortization		126			125			126
Basis of real estate sold		13			31			33
Pension and other post-employment benefits		18			16			15
Share-based compensation expense		10			10			8
Net gain on sale of timberlands		(84	)		—			—
Other		(2	)		1			3
Change in:
Receivables, net		81			(53	)		(83	)
Receivables and payables for taxes		(10	)		(3	)		14
Inventories		(36	)		(68	)		(36	)
Prepaid expenses and other current assets		(8	)		17			(9	)
Accounts payable and accrued liabilities		(8	)		(51	)		(87	)
Pension and post-employment benefit contributions and payments		(4	)		(4	)		(6	)
Other		(27	)		(11	)		(3	)
Net cash from operations	$	288		$	124		$	126
Cash flows from investing activities:
Capital expenditures for property and equipment	$	(181	)	$	(57	)	$	(50	)
Capital expenditures for timberlands reforestation		(15	)		(22	)		(21	)
Acquisition of timberlands		(163	)		—			—
Proceeds from sale of timberlands		166			—			—
Maturities of short-term investments		664			—			—
Other		3			2			2
Net cash from investing activities	$	474		$	(77	)	$	(69	)
Cash flows from financing activities:
Cash dividends on common shares	$	(140	)	$	(248	)	$	(799	)
Net proceeds from issuance of long-term debt		249			—			—
Payments on long-term debt		(860	)		—			—
Repurchases of common shares		(22	)		(50	)		(34	)
Other		2			(10	)		(8	)
Net cash from financing activities	$	(771	)	$	(308	)	$	(841	)
Net change in cash, cash equivalents and restricted cash	$	(9	)	$	(261	)	$	(784	)
Cash, cash equivalents and restricted cash at beginning of period		1,173			1,164			1,581
Cash, cash equivalents and restricted cash at end of period	$	1,164		$	903		$	797
Cash paid during the period for:
Interest, net of amounts capitalized	$	93		$	57		$	57
Income taxes, net of refunds	$	23		$	23		$	6

Page 4 of 8

Weyerhaeuser Company	Timberlands Segment

Q1.2024 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions	Q4.2023			Q1.2024		Q1.2023
Sales to unaffiliated customers	$	395		$	387	$	462
Intersegment sales		139			134		142
Total net sales		534			521		604
Costs of sales		429			415		461
Gross margin		105			106		143
General and administrative expenses		26			25		25
Gain on sale of timberlands		(84	)		—		—
Other operating (income) costs, net		(23	)		1		(2	)
Operating income and Net contribution to earnings	$	186		$	80	$	120

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

in millions	Q4.2023			Q1.2024		Q1.2023
Operating income	$	186		$	80	$	120
Depreciation, depletion and amortization		66			64		68
Special items		(109	)		—		—
Adjusted EBITDA(1)	$	143		$	144	$	188

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

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

in millions	Q4.2023			Q1.2024		Q1.2023
Gain on sale of timberlands	$	(84	)	$	—	$	—
Legal benefit	$	(25	)	$	—	$	—

Selected Segment Items

in millions	Q4.2023			Q1.2024			Q1.2023
Total (increase) decrease in working capital(2)	$	(45	)	$	8		$	(24	)
Cash spent for capital expenditures(3)	$	(37	)	$	(31	)	$	(26	)

(2) Represents the change in prepaid assets, accounts receivable, accounts payable, accrued liabilities and log inventory for the Timberlands and Real Estate & ENR segments combined.

(3) Does not include cash spent for the acquisition of timberlands.

Segment Statistics(4)

		Q4.2023		Q1.2024		Q1.2023
Third Party	Delivered logs:
Net Sales	West	$	183	$	176	$	229
(millions)	South		158		151		168
	North		13		13		17
	Total delivered logs		354		340		414
	Stumpage and pay-as-cut timber		13		11		16
	Recreational and other lease revenue		20		19		18
	Other revenue		8		17		14
	Total	$	395	$	387	$	462
Delivered Logs	West	$	126.58	$	121.06	$	137.10
Third Party Sales	South	$	37.15	$	36.93	$	38.23
Realizations (per ton)	North	$	69.92	$	73.58	$	81.71
Delivered Logs	West		1,445		1,452		1,674
Third Party Sales	South		4,266		4,089		4,386
Volumes (tons, thousands)	North		179		175		204
Fee Harvest Volumes	West		2,079		2,214		2,245
(tons, thousands)	South		6,169		5,990		6,432
	North		259		239		285

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

Page 5 of 8

Weyerhaeuser Company	Real Estate, Energy & Natural Resources Segment

Q1.2024 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions	Q4.2023		Q1.2024		Q1.2023
Net sales	$	77	$	107	$	101
Costs of sales		21		41		41
Gross margin		56		66		60
General and administrative expenses		6		6		7
Operating income and Net contribution to earnings	$	50	$	60	$	53

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

in millions	Q4.2023		Q1.2024		Q1.2023
Operating income	$	50	$	60	$	53
Depreciation, depletion and amortization		4		3		3
Basis of real estate sold		13		31		33
Adjusted EBITDA(1)	$	67	$	94	$	89

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

Selected Segment Items

in millions	Q4.2023		Q1.2024		Q1.2023
Cash spent for capital expenditures	$	—	$	—	$	—

Segment Statistics

		Q4.2023			Q1.2024			Q1.2023
Net Sales	Real Estate	$	39		$	83		$	72
(millions)	Energy and Natural Resources		38			24			29
	Total	$	77		$	107		$	101
Acres Sold	Real Estate		7,187			19,774			20,753
Price per Acre	Real Estate	$	4,202		$	3,629		$	3,241
Basis as a Percent of <br>Real Estate Net Sales	Real Estate		33	%		37	%		46	%

Page 6 of 8

Weyerhaeuser Company	Wood Products Segment

Q1.2024 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions	Q4.2023			Q1.2024		Q1.2023
Net sales	$	1,302		$	1,302	$	1,318
Costs of sales		1,127			1,107		1,159
Gross margin		175			195		159
Selling expenses		21			21		22
General and administrative expenses		38			40		36
Other operating (income) costs, net		(3	)		6		6
Operating income and Net contribution to earnings	$	119		$	128	$	95

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

in millions	Q4.2023			Q1.2024		Q1.2023
Operating income	$	119		$	128	$	95
Depreciation, depletion and amortization		54			56		53
Special items		(14	)		—		—
Adjusted EBITDA(1)	$	159		$	184	$	148

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

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

in millions	Q4.2023			Q1.2024		Q1.2023
Insurance recovery	$	(14	)	$	—	$	—

Selected Segment Items

in millions	Q4.2023			Q1.2024			Q1.2023
Total decrease (increase) in working capital(2)	$	61		$	(174	)	$	(127	)
Cash spent for capital expenditures	$	(155	)	$	(42	)	$	(43	)

(2) Represents the change in prepaid assets, accounts receivable, accounts payable, accrued liabilities and inventory for the Wood Products segment.

Segment Statistics

in millions, except for third party sales realizations		Q4.2023		Q1.2024		Q1.2023
Structural Lumber	Third party net sales	$	465	$	464	$	515
(volumes presented	Third party sales realizations	$	413	$	429	$	450
in board feet)	Third party sales volumes(3)		1,125		1,080		1,144
	Production volumes		1,091		1,085		1,143
Oriented Strand	Third party net sales	$	237	$	255	$	208
Board	Third party sales realizations	$	344	$	359	$	269
(volumes presented	Third party sales volumes(3)		688		710		773
in square feet 3/8")	Production volumes		721		735		761
Engineered Solid	Third party net sales	$	183	$	177	$	169
Section	Third party sales realizations	$	3,385	$	3,212	$	3,643
(volumes presented	Third party sales volumes(3)		5.4		5.4		4.7
in cubic feet)	Production volumes		5.8		5.7		4.6
Engineered	Third party net sales	$	112	$	99	$	87
I-joists	Third party sales realizations	$	2,766	$	2,648	$	3,171
(volumes presented	Third party sales volumes(3)		41		37		27
in lineal feet)	Production volumes		42		43		25
Softwood Plywood	Third party net sales	$	39	$	41	$	41
(volumes presented	Third party sales realizations	$	495	$	508	$	490
in square feet 3/8")	Third party sales volumes(3)		79		81		83
	Production volumes		75		72		74
Medium Density	Third party net sales	$	35	$	39	$	38
Fiberboard	Third party sales realizations	$	1,191	$	1,183	$	1,314
(volumes presented	Third party sales volumes(3)		29		33		29
in square feet 3/4")	Production volumes		31		34		34

(3) Volumes include sales of internally produced products and products purchased for resale primarily through our distribution business.

Page 7 of 8

Weyerhaeuser Company	Unallocated Items

Q1.2024 Analyst Package

Preliminary results (unaudited)

Unallocated items are gains or charges not related to, or allocated to, an individual operating segment. They include all or a portion of items such as share-based compensation, pension and post-employment costs, elimination of intersegment profit in inventory and LIFO, foreign exchange transaction gains and losses and interest income and other.

Net Charge to Earnings

in millions	Q4.2023			Q1.2024			Q1.2023
Unallocated corporate function and variable compensation expense	$	(35	)	$	(38	)	$	(27	)
Liability classified share-based compensation		(2	)		(1	)		—
Foreign exchange loss		—			(1	)		(1	)
Elimination of intersegment profit in inventory and LIFO		3			(6	)		9
Other, net		(43	)		(26	)		(13	)
Operating loss		(77	)		(72	)		(32	)
Non-operating pension and other post-employment benefit costs		(12	)		(11	)		(9	)
Interest income and other		22			16			12
Net charge to earnings	$	(67	)	$	(67	)	$	(29	)

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

in millions	Q4.2023			Q1.2024			Q1.2023
Operating loss	$	(77	)	$	(72	)	$	(32	)
Depreciation, depletion and amortization		2			2			2
Special items		27			—			—
Adjusted EBITDA(1)	$	(48	)	$	(70	)	$	(30	)

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

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

in millions	Q4.2023		Q1.2024		Q1.2023
Legal expense		27		—		—
Special items included in operating loss and net charge to earnings	$	27	$	—	$	—

Unallocated Selected Items

in millions	Q4.2023			Q1.2024			Q1.2023
Cash spent for capital expenditures	$	(4	)	$	(6	)	$	(2	)

Page 8 of 8