WEYERHAEUSER CO
For the period ended May 15, 2026. Filed Apr 1, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 15, 2026 · Filed Apr 1, 2026
Use the contents to explore the available documents and sections.
Contents
Appendix AA-1
Appendix A
Reconciliation of Non-GAAP Measures to GAAP
Adjusted EBITDA and Adjusted FAD represent financial measures that are calculated other than in accordance with GAAP. These non-GAAP measures should not be considered in isolation from, and are not alternatives to, our results reported in accordance with U.S. GAAP. However, we believe these measures provide meaningful supplemental information to investors about our operating performance and liquidity position, better facilitate period-to-period comparisons and are widely used by analysts, lenders, rating agencies and other interested parties. Our definition of Adjusted EBITDA and Adjusted FAD (set forth below) may be different from similarly titled measures reported by other companies.
We use Adjusted EBITDA to evaluate the company’s operating performance. We define Adjusted EBITDA as operating income adjusted for depreciation, depletion, amortization, basis of real estate sold and special items.
The table below reconciles consolidated Adjusted EBITDA to consolidated net earnings, as that is the most directly comparable U.S. GAAP measure.
| Dollar Amounts in Millions | 2025 |
|---|---|
| Net earnings | $ 324 |
| Interest expense, net of capitalized interest | 273 |
| Income taxes | (64) |
| Net contribution to earnings | $ 533 |
| Non-operating pension and other post-employment benefit costs(1) | 220 |
| Interest income and other | (22) |
| Operating income | $ 731 |
| Depreciation, depletion and amortization | 509 |
| Basis of real estate sold | 84 |
| Special items included in operating income(2)(3)(4) | (303) |
| Adjusted EBITDA | $ 1,021 |
| (1) | Non-operating pension and other post-employment benefit costs includes a pretax special item consisting of a $145 million noncash settlement charge related to the transfer of pension plan assets and liabilities to an insurance company through the purchase of a group annuity contract. |
| (2) | Operating income for Timberlands includes pretax special items consisting of a $117 million gain on the sale of Georgia and Alabama timberlands and a $149 million gain on the sale of Oregon timberlands. |
| (3) | Operating income for Wood Products includes a pretax special item consisting of a $29 million gain on the sale of our Princeton lumber mill. |
| (4) | Operating income for Unallocated Items includes pretax special items consisting of an $18 million noncash environmental remediation charge and a $26 million insurance recovery. |
The table below reconciles Adjusted EBITDA to operating income for our Climate Solutions business. We reconcile Adjusted EBITDA for this business to operating income (rather than net earnings) because we do not allocate interest expense, income taxes and nonoperating pension expense to our business segments.
| Dollar Amounts in Millions | 2025 |
|---|---|
| Operating income | $ 102 |
| Depreciation, depletion and amortization | 1 |
| Basis of real estate sold | 16 |
| Adjusted EBITDA | $ 119 |
2026 Annual Meeting & Proxy Statement | A-1
We use Adjusted FAD to evaluate the company’s liquidity. Adjusted FAD, as we define it, is net cash from operations adjusted for capital expenditures and significant nonrecurring items. Adjusted FAD measures cash generated during the period (net of capital expenditures and significant nonrecurring items) that is available for dividends, repurchases of common shares, debt reduction, acquisitions and other discretionary and nondiscretionary capital allocation activities. The table below reconciles consolidated Adjusted FAD to consolidated net cash from operations, as that is the most directly comparable U.S. GAAP measure.
| Dollar Amounts in Millions | 2025 |
|---|---|
| Net cash from operations | $562 |
| Capital expenditures | (474) |
| Adjustments to FAD | 309 |
| Adjusted FAD | $397 |
A-2 | Weyerhaeuser Company
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.