Form 8-K - Current report

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 24, 2024

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


	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 24, 2024, Weyerhaeuser Company will post and make available on its website its financial results for the quarter ended September 30, 2024. Copies of the earnings 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	Earnings release of Weyerhaeuser Company posted October 24, 2024 reporting results of operations for the quarter ended September 30, 2024.
		99.2	Exhibit to earnings release of Weyerhaeuser Company posted October 24, 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: October 24, 2024

EXHIBIT 99.1


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

Weyerhaeuser Reports Third Quarter Results

•

Generated net earnings of $28 million, or $0.04 per diluted share, and net earnings before special items of $35 million, or $0.05 per diluted share

•

Achieved Adjusted EBITDA of $236 million

•

Completed $125 million of share repurchase year-to-date through third quarter

•

Completed previously announced timberland acquisitions in Alabama

SEATTLE, October 24, 2024 – Weyerhaeuser Company (NYSE: WY) today reported third quarter net earnings of $28 million, or 4 cents per diluted share, on net sales of $1.7 billion. This compares with net earnings of $239 million, or 33 cents per diluted share, on net sales of $2.0 billion for the same period last year and net earnings of $173 million for second quarter 2024. Excluding an after-tax charge of $7 million for special items, the company reported third quarter net earnings of $35 million, or 5 cents per diluted share. This compares with net earnings before special items of $154 million for second quarter 2024. There were no special items in third quarter 2023. Adjusted EBITDA for third quarter 2024 was $236 million, compared with $509 million for the same period last year and $410 million for second quarter 2024.

On July 25, 2024, Weyerhaeuser announced strategic timberland acquisitions in Alabama, totaling 84,300 acres for $244 million. These acres were sourced through multiple transactions, the first of which closed in second quarter 2024 for $48 million, the second transaction closed in third quarter 2024 for $82 million, and the final transaction closed in fourth quarter 2024 for $114 million.

“Our teams delivered solid operating performance in the third quarter against a challenging market backdrop,” said Devin W. Stockfish, president and chief executive officer. “We remain well positioned in the current environment given our deeply engrained OpX culture and relative position on the cost curve. Our balance sheet is strong, and we continue to demonstrate the durability of our portfolio and capital allocation framework across market cycles. Looking forward, we maintain a constructive outlook for the demand fundamentals that support growth for our businesses, and we remain focused on serving our customers and driving long-term value for our shareholders.”


WEYERHAEUSER FINANCIAL HIGHLIGHTS	2024		2024		2023
(millions, except per share data)	Q2		Q3		Q3
Net sales	$	1,939	$	1,681	$	2,022
Net earnings	$	173	$	28	$	239
Net earnings per diluted share	$	0.24	$	0.04	$	0.33
Weighted average shares outstanding, diluted		729		728		732
Net earnings before special items(1)(2)	$	154	$	35	$	239
Net earnings per diluted share before special items(1)	$	0.21	$	0.05	$	0.33
Adjusted EBITDA(1)	$	410	$	236	$	509
Net cash from operations	$	432	$	234	$	523
Adjusted FAD(3)	$	316	$	137	$	424

(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)

Third quarter 2024 after-tax special items include a $7 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill. 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	2024		2024
(millions)	Q2		Q3		Change
Net sales	$	555	$	493	$	(62	)
Net contribution to pretax earnings	$	81	$	57	$	(24	)
Adjusted EBITDA	$	147	$	122	$	(25	)

Q3 2024 Performance – In the West, fee harvest volumes were moderately lower than the second quarter as a result of higher elevation harvest operations and temporary harvest restrictions due to wildfire risk. Sales volumes and realizations were lower for domestic and export sales. Per unit log and haul costs and forestry and road costs were both lower. In the South, fee harvest volumes and forestry and road costs were lower, primarily due to wet weather conditions. Sales realizations and per unit log and haul costs were both comparable.

Q4 2024 Outlook – Weyerhaeuser anticipates fourth quarter earnings before special items and Adjusted EBITDA will be comparable to the third quarter. In the West, the company expects moderately lower fee harvest volumes, comparable sales volumes and slightly lower sales realizations due to mix. Per unit log and haul costs and forestry and road costs are expected to be slightly lower. In the South, the company expects fee harvest volumes and per unit log and haul costs to be slightly higher, and sales realizations to be comparable. Forestry and road costs are expected to be higher.

REAL ESTATE, ENERGY & NATURAL RESOURCES


FINANCIAL HIGHLIGHTS	2024		2024
(millions)	Q2		Q3		Change
Net sales	$	109	$	89	$	(20	)
Net contribution to pretax earnings	$	59	$	51	$	(8	)
Adjusted EBITDA	$	102	$	77	$	(25	)

Q3 2024 Performance – Earnings and Adjusted EBITDA decreased from the second quarter due to lower real estate sales. The number of acres sold decreased significantly and the average price per acre increased due to the timing and mix of properties sold.

Q4 2024 Outlook – Weyerhaeuser anticipates fourth quarter earnings before special items and Adjusted EBITDA will be approximately $10 million lower than the third quarter due to the timing and mix of real estate sales. The company now expects full year 2024 Adjusted EBITDA to be approximately $340 million, a $10 million increase from prior outlook, and basis as a percentage of real estate sales to be 40 to 45 percent for the full year.

WOOD PRODUCTS


FINANCIAL HIGHLIGHTS	2024			2024
(millions)	Q2			Q3		Change
Net sales	$	1,421		$	1,235	$	(186	)
Net contribution to pretax earnings	$	196		$	27	$	(169	)
Pretax (benefit) charge for special items	$	(25	)	$	10	$	35
Net contribution to pretax earnings before special items	$	171		$	37	$	(134	)
Adjusted EBITDA	$	225		$	91	$	(134	)

Q3 2024 Performance – Sales realizations for lumber and oriented strand board decreased 4 percent and 25 percent, respectively, compared with second quarter averages. Sales volumes for lumber were moderately lower and unit manufacturing costs were moderately higher, resulting from reduced production levels. Log costs were slightly lower. For oriented strand board, sales volumes were moderately lower and unit manufacturing costs were moderately higher due to planned downtime for annual maintenance. Fiber costs were slightly lower. For engineered wood products, sales realizations were comparable for solid section and I-joist products and lower for medium density fiberboard and plywood. Sales volumes were lower, unit manufacturing costs were moderately higher, and raw material costs were slightly higher. Distribution results were slightly lower compared to the second quarter.

Third quarter pretax special items include a $10 million noncash impairment charge related to the previously announced indefinite curtailment of the company’s New Bern lumber mill.

Q4 2024 Outlook – Weyerhaeuser anticipates fourth quarter earnings before special items and Adjusted EBITDA will be slightly higher than the third 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 lower unit manufacturing costs. For oriented strand board, the company anticipates moderately higher sales volumes, slightly higher fiber costs and moderately lower unit manufacturing costs. For engineered wood products, the company expects lower sales volumes, moderately lower sales realizations and lower raw material costs. For distribution, the company anticipates slightly lower results compared to the third 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 October 25, 2024 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 25, 2024.

To join the conference call from within North America, dial 1-877-407-0792 (access code: 13742029) at least 15 minutes prior to the call. Those calling from outside North America should dial 201-689-8263 (access code: 13742029). Replays will be available for two weeks at 1-844-512-2921 (access code: 13742029) from within North America, and at 1-412-317-6671 (access code: 13742029) from outside North America.

FORWARD-LOOKING STATEMENTS

This earnings 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: our long-term outlook on the drivers of demand to support the growth of our business; our ability to manage our business through various market conditions; future operating performance and delivery of long-term shareholder value and returns; earnings and Adjusted EBITDA for our Timberlands and Real Estate, Energy & Natural Resources segments; earnings before special items and Adjusted EBITDA for our Wood Products segment; fee harvest volumes, sales volumes, sales realizations, per unit log and haul costs and forestry and road costs for our Timberlands segment; the timing and mix of real estate sales and basis as a percentage of real estate sales for our Real Estate, Energy & Natural Resources segment; 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; 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,” “committed,” “expect,” “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 June 30, 2024:


(millions)	Timberlands			Real Estate & ENR		Wood Products			Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings												$	173
Interest expense, net of capitalized interest													67
Income taxes													33
Net contribution (charge) to earnings	$	81		$	59	$	196		$	(63	)	$	273
Non-operating pension and other post-employment benefit costs		—			—		—			10			10
Interest income and other		(1	)		—		—			(12	)		(13	)
Operating income (loss)		80			59		196			(65	)		270
Depreciation, depletion and amortization		67			4		54			1			126
Basis of real estate sold		—			39		—			—			39
Special items included in operating income (loss)(1)		—			—		(25	)		—			(25	)
Adjusted EBITDA	$	147		$	102	$	225		$	(64	)	$	410

(1)

Operating income (loss) for Wood Products includes a pretax special item consisting of a $25 million product remediation recovery.

The table below reconciles Adjusted EBITDA for the quarter ended September 30, 2024:


(millions)	Timberlands		Real Estate & ENR		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings										$	28
Interest expense, net of capitalized interest											69
Income taxes											(15	)
Net contribution (charge) to earnings	$	57	$	51	$	27	$	(53	)	$	82
Non-operating pension and other post-employment benefit costs		—		—		—		10			10
Interest income and other		—		—		—		(14	)		(14	)
Operating income (loss)		57		51		27		(57	)		78
Depreciation, depletion and amortization		65		3		54		3			125
Basis of real estate sold		—		23		—		—			23
Special items included in operating income (loss)(1)		—		—		10		—			10
Adjusted EBITDA	$	122	$	77	$	91	$	(54	)	$	236

(1)

Operating income (loss) for Wood Products includes a pretax special item consisting of a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill.

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


(millions)	Timberlands		Real Estate & ENR		Wood Products		Unallocated 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 year-to-date period ended September 30, 2024:


(millions)	Timberlands			Real Estate & ENR		Wood Products			Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings												$	315
Interest expense, net of capitalized interest													203
Income taxes													38
Net contribution (charge) to earnings	$	218		$	170	$	351		$	(183	)	$	556
Non-operating pension and other post-employment benefit costs		—			—		—			31			31
Interest income and other		(1	)		—		—			(42	)		(43	)
Operating income (loss)		217			170		351			(194	)		544
Depreciation, depletion and amortization		196			10		164			6			376
Basis of real estate sold		—			93		—			—			93
Special items included in operating income (loss)(1)		—			—		(15	)		—			(15	)
Adjusted EBITDA	$	413		$	273	$	500		$	(188	)	$	998

(1)

Operating income (loss) for Wood Products includes pretax special items consisting of a $25 million product remediation recovery and a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill.

RECONCILIATION OF NET EARNINGS BEFORE SPECIAL ITEMS TO NET EARNINGS (INCOME TAX AFFECTED)

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:


	2024			2024		2023
(millions)	Q2			Q3		Q3
Net earnings	$	173		$	28	$	239
Product remediation recovery		(19	)		—		—
Restructuring, impairments and other charges		—			7		—
Net earnings before special items	$	154		$	35	$	239

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


	2024			2024		2023
	Q2			Q3		Q3
Net earnings per diluted share	$	0.24		$	0.04	$	0.33
Product remediation recovery		(0.03	)		—		—
Restructuring, impairments and other charges		—			0.01		—
Net earnings per diluted share before special items	$	0.21		$	0.05	$	0.33

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:


	2024			2024			2023			2024
(millions)	Q2			Q3			Q3			Q3 YTD
Net cash from operations	$	432		$	234		$	523		$	790
Capital expenditures		(91	)		(97	)		(99	)		(267	)
Adjustments to FAD(1)		(25	)		—			—			(25	)
Adjusted FAD	$	316		$	137		$	424		$	498

(1)

Adjustments to FAD include a $25 million product remediation recovery received in second quarter 2024.


Weyerhaeuser Company	Exhibit 99.2

Q3.2024 Analyst Package

Preliminary results (unaudited)

Consolidated Statement of Operations


	Q1			Q2			Q3						Year-to-Date
in millions	March 31, 2024			June 30, 2024			Sept 30, 2024			Sept 30, 2023			Sept 30, 2024			Sept 30, 2023
Net sales	$	1,796		$	1,939		$	1,681		$	2,022		$	5,416		$	5,900
Costs of sales		1,441			1,535			1,431			1,520			4,407			4,560
Gross margin		355			404			250			502			1,009			1,340
Selling expenses		22			22			22			22			66			66
General and administrative expenses		120			116			122			107			358			316
Other operating costs (income), net		17			(4	)		28			20			41			50
Operating income		196			270			78			353			544			908
Non-operating pension and other post-employment benefit costs		(11	)		(10	)		(10	)		(12	)		(31	)		(33	)
Interest income and other		16			13			14			24			43			54
Interest expense, net of capitalized interest		(67	)		(67	)		(69	)		(72	)		(203	)		(208	)
Earnings before income taxes		134			206			13			293			353			721
Income taxes		(20	)		(33	)		15			(54	)		(38	)		(101	)
Net earnings	$	114		$	173		$	28		$	239		$	315		$	620

Per Share Information


	Q1		Q2		Q3				Year-to-Date
	March 31, 2024		June 30, 2024		Sept 30, 2024		Sept 30, 2023		Sept 30, 2024		Sept 30, 2023
Earnings per share, basic and diluted	$	0.16	$	0.24	$	0.04	$	0.33	$	0.43	$	0.85
Dividends paid per common share	$	0.34	$	0.20	$	0.20	$	0.19	$	0.74	$	1.47
Weighted average shares outstanding (in thousands):
Basic		730,043		729,026		727,621		731,046		728,892		732,069
Diluted		730,558		729,341		728,180		731,742		729,355		732,542
Common shares outstanding at end of period (in thousands)		729,141		727,519		726,758		730,128		726,758		730,128

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


	Q1			Q2			Q3						Year-to-Date
in millions	March 31, 2024			June 30, 2024			Sept 30, 2024			Sept 30, 2023			Sept 30, 2024			Sept 30, 2023
Net earnings	$	114		$	173		$	28		$	239		$	315		$	620
Non-operating pension and other post-employment benefit costs		11			10			10			12			31			33
Interest income and other		(16	)		(13	)		(14	)		(24	)		(43	)		(54	)
Interest expense, net of capitalized interest		67			67			69			72			203			208
Income taxes		20			33			(15	)		54			38			101
Operating income		196			270			78			353			544			908
Depreciation, depletion and amortization		125			126			125			122			376			374
Basis of real estate sold		31			39			23			34			93			80
Special items included in operating income		—			(25	)		10			—			(15	)		11
Adjusted EBITDA(1)	$	352		$	410		$	236		$	509		$	998		$	1,373

(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

Q3.2024 Analyst Package

Preliminary results (unaudited)

Special Items Included in Net Earnings (Income Tax Affected)


	Q1		Q2			Q3				Year-to-Date
in millions	March 31, 2024		June 30, 2024			Sept 30, 2024		Sept 30, 2023		Sept 30, 2024			Sept 30, 2023
Net earnings	$	114	$	173		$	28	$	239	$	315		$	620
Environmental remediation charge		—		—			—		—		—			8
Product remediation recovery		—		(19	)		—		—		(19	)		—
Restructuring, impairments and other charges		—		—			7		—		7			—
Net earnings before special items(1)	$	114	$	154		$	35	$	239	$	303		$	628


	Q1		Q2			Q3				Year-to-Date
	March 31, 2024		June 30, 2024			Sept 30, 2024		Sept 30, 2023		Sept 30, 2024			Sept 30, 2023
Net earnings per diluted share	$	0.16	$	0.24		$	0.04	$	0.33	$	0.43		$	0.85
Environmental remediation charge		—		—			—		—		—			0.01
Product remediation recovery		—		(0.03	)		—		—		(0.02	)		—
Restructuring, impairments and other charges		—		—			0.01		—		0.01			—
Net earnings per diluted share before special items(1)	$	0.16	$	0.21		$	0.05	$	0.33	$	0.42		$	0.86

(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


	Q1		Q2		Q3				Year-to-Date
in millions	March 31, 2024		June 30, 2024		Sept 30, 2024		Sept 30, 2023		Sept 30, 2024		Sept 30, 2023
Pension and post-employment costs:
Pension and post-employment service costs	$	5	$	5	$	5	$	6	$	15	$	17
Non-operating pension and other post-employment benefit costs		11		10		10		12		31		33
Total company pension and post-employment costs	$	16	$	15	$	15	$	18	$	46	$	50

Page 2 of 8

    Weyerhaeuser Company

   

Q3.2024 Analyst Package

Preliminary results (unaudited)

Condensed Consolidated Balance Sheet


in millions	March 31, 2024		June 30, 2024		September 30, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	871	$	997	$	877	$	1,164
Receivables, net		405		410		373		354
Receivables for taxes		13		10		10		10
Inventories		630		614		592		566
Prepaid expenses and other current assets		192		152		142		219
Total current assets		2,111		2,183		1,994		2,313
Property and equipment, net		2,283		2,240		2,247		2,269
Construction in progress		243		303		316		270
Timber and timberlands at cost, less depletion		11,481		11,475		11,502		11,528
Minerals and mineral rights, less depletion		198		194		192		200
Deferred tax assets		14		13		13		15
Other assets		426		392		404		388
Total assets	$	16,756	$	16,800	$	16,668	$	16,983

LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	210	$	210	$	210	$	—
Accounts payable		310		281		275		287
Accrued liabilities		424		504		507		501
Total current liabilities		944		995		992		788
Long-term debt, net		4,861		4,862		4,864		5,069
Deferred tax liabilities		84		87		78		81
Deferred pension and other post-employment benefits		460		460		462		461
Other liabilities		353		351		345		348
Total liabilities		6,702		6,755		6,741		6,747
Total equity		10,054		10,045		9,927		10,236
Total liabilities and equity	$	16,756	$	16,800	$	16,668	$	16,983

Page 3 of 8

    Weyerhaeuser Company

   

Q3.2024 Analyst Package

Preliminary results (unaudited)

Consolidated Statement of Cash Flows


	Q1			Q2			Q3						Year-to-Date
in millions	March 31, 2024			June 30, 2024			Sept 30, 2024			Sept 30, 2023			Sept 30, 2024			Sept 30, 2023
Cash flows from operations:
Net earnings	$	114		$	173		$	28		$	239		$	315		$	620
Noncash charges (credits) to earnings:
Depreciation, depletion and amortization		125			126			125			122			376			374
Basis of real estate sold		31			39			23			34			93			80
Pension and other post-employment benefits		16			15			15			18			46			50
Share-based compensation expense		10			12			10			9			32			26
Other		1			3			(7	)		(6	)		(3	)		(4	)
Change in:
Receivables, net		(53	)		(4	)		36			28			(21	)		(77	)
Receivables and payables for taxes		(3	)		16			(16	)		24			(3	)		51
Inventories		(68	)		15			22			9			(31	)		23
Prepaid expenses and other current assets		17			16			(13	)		(13	)		20			(5	)
Accounts payable and accrued liabilities		(51	)		37			13			73			(1	)		43
Pension and post-employment benefit contributions and payments		(4	)		(5	)		(3	)		(5	)		(12	)		(16	)
Other		(11	)		(11	)		1			(9	)		(21	)		(20	)
Net cash from operations	$	124		$	432		$	234		$	523		$	790		$	1,145
Cash flows from investing activities:
Capital expenditures for property and equipment	$	(57	)	$	(82	)	$	(89	)	$	(90	)	$	(228	)	$	(209	)
Capital expenditures for timberlands reforestation		(22	)		(9	)		(8	)		(9	)		(39	)		(42	)
Acquisitions of timberlands		—			(53	)		(82	)		(68	)		(135	)		(70	)
Purchase of short-term investments		—			—			—			—			—			(664	)
Other		2			1			18			3			21			3
Net cash from investing activities	$	(77	)	$	(143	)	$	(161	)	$	(164	)	$	(381	)	$	(982	)
Cash flows from financing activities:
Cash dividends on common shares	$	(248	)	$	(146	)	$	(145	)	$	(138	)	$	(539	)	$	(1,076	)
Net proceeds from issuance of long-term debt		—			—			—			—			—			743
Payments on long-term debt		—			—			—			(118	)		—			(118	)
Repurchases of common shares		(50	)		(49	)		(27	)		(24	)		(126	)		(109	)
Other		(10	)		—			1			(1	)		(9	)		(11	)
Net cash from financing activities	$	(308	)	$	(195	)	$	(171	)	$	(281	)	$	(674	)	$	(571	)

Net change in cash, cash equivalents and restricted cash	$	(261	)	$	94		$	(98	)	$	78		$	(265	)	$	(408	)
Cash, cash equivalents and restricted cash at beginning of period		1,164			903			997			1,095			1,164			1,581
Cash, cash equivalents and restricted cash at end of period	$	903		$	997		$	899		$	1,173		$	899		$	1,173

Cash paid during the period for:
Interest, net of amounts capitalized	$	57		$	69		$	63		$	63		$	189		$	190
Income taxes, net of refunds	$	23		$	15		$	13		$	22		$	51		$	40

Page 4 of 8


Weyerhaeuser Company	Timberlands Segment

Q3.2024 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations


in millions	Q1.2024		Q2.2024		Q3.2024		Q3.2023		YTD.2024		YTD.2023
Sales to unaffiliated customers	$	387	$	409	$	357	$	380	$	1,153	$	1,259
Intersegment sales		134		146		136		141		416		433
Total net sales		521		555		493		521		1,569		1,692
Costs of sales		415		450		410		417		1,275		1,317
Gross margin		106		105		83		104		294		375
Selling expenses		—		—		1		1		1		1
General and administrative expenses		25		25		24		25		74		74
Other operating costs (income), net		1		—		1		—		2		(2	)
Operating income		80		80		57		78		217		302
Interest income and other		—		1		—		—		1		—
Net contribution to earnings	$	80	$	81	$	57	$	78	$	218	$	302

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


in millions	Q1.2024		Q2.2024		Q3.2024		Q3.2023		YTD.2024		YTD.2023
Operating income	$	80	$	80	$	57	$	78	$	217	$	302
Depreciation, depletion and amortization		64		67		65		65		196		201
Adjusted EBITDA(1)	$	144	$	147	$	122	$	143	$	413	$	503

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

Selected Segment Items


in millions	Q1.2024			Q2.2024			Q3.2024			Q3.2023			YTD.2024			YTD.2023
Total decrease in working capital(2)	$	8		$	32		$	—		$	23		$	40		$	50
Cash spent for capital expenditures(3)	$	(31	)	$	(21	)	$	(22	)	$	(26	)	$	(74	)	$	(74	)

(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)


		Q1.2024		Q2.2024		Q3.2024		Q3.2023		YTD.2024		YTD.2023
Third Party	Delivered logs:
Net Sales	West	$	176	$	205	$	158	$	176	$	539	$	611
(millions)	South		151		153		149		155		453		485
	North		13		9		11		11		33		35
	Total delivered logs		340		367		318		342		1,025		1,131
	Stumpage and pay-as-cut timber		11		13		14		12		38		43
	Recreational and other lease revenue		19		19		19		19		57		54
	Other revenue		17		10		6		7		33		31
	Total	$	387	$	409	$	357	$	380	$	1,153	$	1,259
Delivered Logs	West	$	121.06	$	123.15	$	114.01	$	119.19	$	119.67	$	126.89
Third Party Sales	South	$	36.93	$	36.89	$	36.68	$	36.92	$	36.83	$	37.56
Realizations (per ton)	North	$	73.58	$	76.55	$	69.96	$	73.81	$	73.07	$	78.46
Delivered Logs	West		1,452		1,668		1,379		1,479		4,499		4,814
Third Party Sales	South		4,089		4,154		4,062		4,180		12,305		12,907
Volumes (tons, thousands)	North		175		118		160		148		453		450
Fee Harvest Volumes	West		2,214		2,355		2,184		2,137		6,753		6,674
(tons, thousands)	South		5,990		6,293		6,070		6,146		18,353		19,008
	North		239		190		247		223		676		683

(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

Q3.2024 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations


in millions	Q1.2024		Q2.2024			Q3.2024		Q3.2023		YTD.2024			YTD.2023
Net sales	$	107	$	109		$	89	$	105	$	305		$	286
Costs of sales		41		46			31		43		118			105
Gross margin		66		63			58		62		187			181
General and administrative expenses		6		8			6		6		20			20
Other operating (income) costs, net		—		(4	)		1		—		(3	)		—
Operating income and Net contribution to earnings	$	60	$	59		$	51	$	56	$	170		$	161

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


in millions	Q1.2024		Q2.2024		Q3.2024		Q3.2023		YTD.2024		YTD.2023
Operating income	$	60	$	59	$	51	$	56	$	170	$	161
Depreciation, depletion and amortization		3		4		3		4		10		12
Basis of real estate sold		31		39		23		34		93		80
Adjusted EBITDA(1)	$	94	$	102	$	77	$	94	$	273	$	253

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

Segment Statistics


		Q1.2024			Q2.2024			Q3.2024			Q3.2023			YTD.2024			YTD.2023
Net Sales	Real Estate	$	83		$	78		$	59		$	79		$	220		$	198
(millions)	Energy and Natural Resources		24			31			30			26			85			88
	Total	$	107		$	109		$	89		$	105		$	305		$	286
Acres Sold	Real Estate		19,774			37,665			17,441			25,721			74,880			55,755
Price per Acre	Real Estate	$	3,629		$	2,062		$	2,808		$	3,033		$	2,650		$	3,403
Basis as a Percent of Real Estate Net Sales	Real Estate		37	%		50	%		39	%		43	%		42	%		40	%

Page 6 of 8


Weyerhaeuser Company	Wood Products Segment

Q3.2024 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations


in millions	Q1.2024		Q2.2024			Q3.2024		Q3.2023		YTD.2024		YTD.2023
Net sales	$	1,302	$	1,421		$	1,235	$	1,537	$	3,958	$	4,355
Costs of sales		1,107		1,185			1,132		1,195		3,424		3,572
Gross margin		195		236			103		342		534		783
Selling expenses		21		22			21		20		64		63
General and administrative expenses		40		37			41		38		118		111
Other operating costs (income), net		6		(19	)		14		7		1		19
Operating income and Net contribution to earnings	$	128	$	196		$	27	$	277	$	351	$	590

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


in millions	Q1.2024		Q2.2024			Q3.2024		Q3.2023		YTD.2024			YTD.2023
Operating income	$	128	$	196		$	27	$	277	$	351		$	590
Depreciation, depletion and amortization		56		54			54		51		164			156
Special items		—		(25	)		10		—		(15	)		—
Adjusted EBITDA(1)	$	184	$	225		$	91	$	328	$	500		$	746

(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	Q1.2024		Q2.2024			Q3.2024		Q3.2023		YTD.2024			YTD.2023
Product remediation recovery	$	—	$	(25	)	$	—	$	—	$	(25	)	$	—
Restructuring, impairments and other charges	$	—	$	—		$	10	$	—	$	10		$	—

Selected Segment Items


in millions	Q1.2024			Q2.2024			Q3.2024			Q3.2023			YTD.2024			YTD.2023
Total (increase) decrease in working capital(2)	$	(174	)	$	34		$	79		$	52		$	(61	)	$	(35	)
Cash spent for capital expenditures	$	(42	)	$	(63	)	$	(72	)	$	(69	)	$	(177	)	$	(168	)

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

Segment Statistics(3)


in millions, except for third party sales realizations		Q1.2024		Q2.2024		Q3.2024		Q3.2023		YTD.2024		YTD.2023
Structural Lumber	Third party net sales	$	464	$	499	$	451	$	570	$	1,414	$	1,658
(volumes presented	Third party sales realizations	$	429	$	419	$	404	$	481	$	417	$	470
in board feet)	Third party sales volumes		1,080		1,190		1,116		1,184		3,386		3,524
	Production volumes		1,085		1,163		1,046		1,174		3,294		3,481
Oriented Strand	Third party net sales	$	255	$	288	$	206	$	284	$	749	$	707
Board	Third party sales realizations	$	359	$	407	$	305	$	416	$	358	$	325
(volumes presented	Third party sales volumes		710		708		675		683		2,093		2,176
in square feet 3/8")	Production volumes		735		744		683		724		2,162		2,212
Engineered Solid	Third party net sales	$	177	$	191	$	175	$	216	$	543	$	600
Section	Third party sales realizations	$	3,212	$	3,239	$	3,251	$	3,458	$	3,234	$	3,549
(volumes presented	Third party sales volumes		5.4		6.0		5.4		6.2		16.8		16.9
in cubic feet)	Production volumes		5.7		6.1		5.0		5.6		16.8		16.1
Engineered	Third party net sales	$	99	$	107	$	95	$	122	$	301	$	335
I-joists	Third party sales realizations	$	2,648	$	2,645	$	2,644	$	2,862	$	2,646	$	2,951
(volumes presented	Third party sales volumes		37		41		36		42		114		113
in lineal feet)	Production volumes		43		41		31		42		115		105
Softwood Plywood	Third party net sales	$	41	$	42	$	38	$	42	$	121	$	127
(volumes presented	Third party sales realizations	$	508	$	464	$	433	$	488	$	467	$	484
in square feet 3/8")	Third party sales volumes		81		90		88		86		259		263
	Production volumes		72		82		81		77		235		235
Medium Density	Third party net sales	$	39	$	42	$	42	$	40	$	123	$	120
Fiberboard	Third party sales realizations	$	1,183	$	1,186	$	1,173	$	1,242	$	1,181	$	1,298
(volumes presented	Third party sales volumes		33		36		35		33		104		93
in square feet 3/4")	Production volumes		34		34		37		34		105		101

(3) Third party net sales, third party sales realizations and third party sales 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

Q3.2024 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	Q1.2024			Q2.2024			Q3.2024			Q3.2023			YTD.2024			YTD.2023
Unallocated corporate function and variable compensation expense	$	(38	)	$	(37	)	$	(32	)	$	(33	)	$	(107	)	$	(92	)
Liability classified share-based compensation		(1	)		3			(2	)		2			—			—
Foreign exchange (loss) gain		(1	)		—			1			—			—			1
Elimination of intersegment profit in inventory and LIFO		(6	)		6			5			(4	)		5			8
Other, net		(26	)		(37	)		(29	)		(23	)		(92	)		(62	)
Operating loss		(72	)		(65	)		(57	)		(58	)		(194	)		(145	)
Non-operating pension and other post-employment benefit costs		(11	)		(10	)		(10	)		(12	)		(31	)		(33	)
Interest income and other		16			12			14			24			42			54
Net charge to earnings	$	(67	)	$	(63	)	$	(53	)	$	(46	)	$	(183	)	$	(124	)

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


in millions	Q1.2024			Q2.2024			Q3.2024			Q3.2023			YTD.2024			YTD.2023
Operating loss	$	(72	)	$	(65	)	$	(57	)	$	(58	)	$	(194	)	$	(145	)
Depreciation, depletion and amortization		2			1			3			2			6			5
Special items		—			—			—			—			—			11
Adjusted EBITDA(1)	$	(70	)	$	(64	)	$	(54	)	$	(56	)	$	(188	)	$	(129	)

(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	Q1.2024		Q2.2024		Q3.2024		Q3.2023		YTD.2024		YTD.2023
Environmental remediation charge	$	—	$	—	$	—	$	—	$	—	$	11
Special items included in operating loss and net charge to earnings	$	—	$	—	$	—	$	—	$	—	$	11

Unallocated Selected Items


in millions	Q1.2024			Q2.2024			Q3.2024			Q3.2023			YTD.2024			YTD.2023
Cash spent for capital expenditures	$	(6	)	$	(7	)	$	(3	)	$	(4	)	$	(16	)	$	(9	)

Page 8 of 8

Document and Entity Information	Oct. 24, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 24, 2024
Entity Registrant Name	WEYERHAEUSER CO
Entity Central Index Key	0000106535
Entity Emerging Growth Company	false
Entity File Number	1-4825
Entity Incorporation State Country Code	WA
Entity Tax Identification Number	91-0470860
Entity Address, Address Line One	220 Occidental Avenue South
Entity Address, City Or Town	Seattle
Entity Address, State Or Province	WA
Entity Address, Postal Zip Code	98104-7800
City Area Code	206
Local Phone Number	539-3000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $1.25 per share
Trading Symbol	WY
Security Exchange Name	NYSE